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        STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE-MODIFIED NET
                AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION


1.  Basic Provisions ("Basic Provision").  

     1.1  Parties.  This Lease ("Lease"), dated for reference purposes only, 
December 12, 1997, is made by and between TMT Carmel Business Center, Inc., a 
Delaware corporation ("Lessor") and USCommunication Systems, Inc., a Delaware 
corporation ("Lessee"), (collectively the "Parties," or individually a 
"Party").

      1.2 (a)  Premises:  That certain portion of the building, including all 
improvements therein or to be provided by Lessor under the terms of this 
Lease, commonly known by the street address of 12245 World Trade Drive, 
Suites F and G, located in the City of San Diego, County of San Diego, State 
of California, with zip code 92128, as outlined on Exhibit A attached hereto 
("Premises").  The "Building" is that certain building containing the 
Premises and generally described as (describe briefly the nature of the 
Building):  12245 World Trade Center, Suites F and G of which approximately 
4,094 square feet comprises the Premises.  In addition to Lessee's rights to 
use and occupy the Premises as hereinafter specified, Lessee shall have 
non-exclusive rights to the Common Areas (as defined in Paragraph 2.7 below) 
as hereinafter specified, but shall not have any rights to the roof, exterior 
walls or utility raceways of the Building or to any other buildings in the 
Industrial Center.  The Premises, the Building, the Common Areas, the land 
upon which they are located, along with all other buildings and improvements 
thereon, are herein collectively referred to as the "Industrial Center."  
(Also see Paragraph 2.)

          (b)  Parking:       N/A      unreserved vehicle parking spaces 
("Unreserved Parking Spaces"); and:        N/A      reserved vehicle parking 
spaces ("Reserved Parking Spaces").  (Also see Paragraph 2.6.)

     1.3  Term:  Three years and zero months ("Original Term") commencing 
December 22, 1997 ("Commencement Date") and ending December 31, 2000 
("Expiration Date").  (Also see Paragraph 3.)  

     1.4  Early Possession:         N/A      ("Early Possession Date").  
(Also see Paragraphs 3.2 and 3.3.)  

     1.5  Base Rent:  $3,029.56 per month ("Base Rent"), payable on the first 
day of each month commencing December 22, 1997.  (Also see Paragraph 4.)

         /X/ If this box is checked, this Lease provides for the Base Rent to 
     be adjusted per Addendum I, attached hereto.

     1.6 (a)  Base Rent Paid Upon Execution:  $3,029.56 as Base Rent for the 
period December 22, 1997 - January 21, 1998.  

         (b)  Lessee's Share of Common Area Operating Expenses:  4.71 percent 
(4.71%) ("Lessee's Share") as determined by /X/ prorata square footage of the 
Premises as compared to the total square footage of the Building or /X/ other 
criteria as described in Addendum I.  

     1.7  Security Deposit:  $3,510.00 ("Security Deposit").  (Also see 
Paragraph 5.)


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     1.8  Permitted Use:  Administrative and sales offices for truck stop 
communication systems, as allowed under existing zoning ("Permitted Use").  
(Also see Paragraph 6.)

     1.9  Insuring Party.  Lessor is the "Insuring Party."  (Also see 
Paragraph 8.)

     1.10 (a) Real Estate Brokers.  The following real estate broker(s) 
(collectively, the "Brokers") and brokerage relationships exist in this 
transaction and are consented to by the Parties (check applicable boxes):  

              /X/ Larry Jackel, CB Commercial Real Estate represents Lessor 
exclusively ("Lessor's Broker");  

              /X/ Malinda Louie, Voit Commercial Brokerage represents Lessee 
exclusively ("Lessee's Broker"); or  

              / / N/A represents both Lessor and Lessee ("Dual Agency").  
(Also see Paragraph 15.)

         (b) Payment to Brokers.  Upon the execution of this Lease by both 
Parties, Lessor shall pay to said Broker(s) jointly, or in such separate 
shares as they may mutually designate in writing, a fee as set forth in a 
separate written agreement between Lessor and said Broker(s) (or in the event 
there is no separate written agreement between Lessor and said Broker(s), the 
sum as agreed for brokerage services rendered by said Broker(s) in connection 
with this transaction.  

     1.11  Guarantor:  The obligations of the Lessee under this Lease are to 
be guaranteed by Delia O'Donnell ("Guarantor").  (Also see Paragraph 37.)

     1.12  Addenda and Exhibits.  Attached hereto is an Addendum or Addenda 
consisting of Paragraphs 1 through 7 and Exhibits A through D, all of which 
constitute a part of this Lease.  

2.  Premises, Parking and Common Areas.  

     2.1  Letting.  Lessor hereby leases to Lessee, and Lessee hereby leases 
from Lessor, the Premises, for the term, at the rental, and upon all of the 
terms, covenants and conditions set forth in this Lease.  Unless otherwise 
provided herein, any statement of square footage set forth in this Lease, or 
that may have been used in calculating rental and/or Common Area Operating 
Expenses, is an approximation which Lessor and Lessee agree is reasonable and 
the rental and Lessee's Share (as defined in Paragraph 1.6(b)) based thereon 
is not subject to revision whether or not the actual square footage is more 
or less.  

     2.2  Condition.  Lessor shall deliver the Premises to Lessee clean and 
free of debris on the Commencement Date and warrants to Lessee that the 
existing plumbing, electrical systems, fire sprinkler system, lighting, air 
conditioning and heating systems and loading doors, if any, in the Premises, 
other than those constructed by Lessee, shall be in good operating condition 
on the Commencement Date.  If a non-compliance with said warranty exists as 
of the Commencement Date, Lessor shall except as otherwise provided in this 
Lease, promptly after receipt of written notice from Lessee setting forth 
with specificity the nature and extent of such non-compliance, rectify same 
at Lessor's expenses.  If Lessee does not give Lessor written notice of a 
non-compliance with this warranty within thirty (30) days after the 
Commencement Date, correction of that non-compliance shall be the obligation 
of Lessee and Lessee's sole cost and expense.


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     2.3  Compliance with Covenants, Restrictions and Building Code.  Lessor 
warrants that any improvements (other than those constructed by Lessee or at 
Lessee's direction) on or in the Premises which have been constructed or 
installed by Lessor or with Lessor's consent or at Lessor's direction shall 
comply with all applicable covenants or restrictions of record and applicable 
building codes, regulations and ordinances in effect on the Commencement 
Date.  Lessor further warrants to Lessee that Lessor has no knowledge of any 
claim having been made by any governmental agency that a violation or 
violations of applicable building codes, regulations, or ordinances exist 
with regard to the Premises as of the Commencement Date.  Said warranties 
shall not apply to any Alterations or Utility Installations (defined in 
Paragraph 7.3(a)) made or to be made by Lessee.  If the Premises do not 
comply with said warranties, Lessor shall, except as otherwise provided in 
this Lease, promptly after receipt of written notice from Lessee given within 
six (6) months following the Commencement Date and setting forth with 
specificity the nature and extent of such non-compliance, take such action, 
at Lessor's expense, as may be reasonable or appropriate to rectify the 
non-compliance.  Lessor makes no warranty that the Permitted Use in Paragraph 
1.8 is permitted for the Premises under Applicable Laws (as defined in 
Paragraph 2.4).  

     2.4  Acceptance of Premises.  Lessee hereby acknowledges:  (a) that it 
has been advised by the Broker(s) to satisfy itself with respect to the 
condition of the Premises (including but not limited to the electrical and 
fire sprinkler systems, security, environmental aspects, seismic and 
earthquake requirements, and compliance with the Americans with Disabilities 
Act and applicable zoning, municipal, county, state and federal laws, 
ordinances and regulations and any covenants or restrictions of record 
(collectively, "Applicable Laws") and the present and future suitability of 
the Premises for Lessee's intended use, (b) that Lessee has made such 
investigation as it deems necessary with reference to such matters, is 
satisfied with reference thereto, and assumes all responsibility therefore as 
the same relate to Lessee's occupancy of the Premises and/or the terms of 
this Lease; and (c) that neither Lessor nor any of Lessor's agents, has made 
any oral or written representations or warranties with respect to said 
matters other than as set forth in this Lease.  

     2.5  Lessee as Prior Owner/Occupant.  The warranties made by Lessor in 
this Paragraph 2 shall be of no force or effect if immediately prior to the 
date set forth in Paragraph 1.1 Lessee was the owner or occupant of the 
Premises.  In such event, Lessee shall, at Lessee's sole cost and expense, 
correct any non-compliance of the Premises with said warranties.  

     2.6  Vehicle Parking.  Lessee shall be entitled to use the number of 
Unreserved Parking Spaces and Reserved Parking Spaces specified in Paragraph 
1.2(b) on those portions of the Common Areas designated from time to time by 
Lessor for parking.  Lessee shall not use more parking spaces than said 
number.  Said parking spaces shall be used for parking by vehicles no larger 
than full-size passenger automobiles or pick-up trucks, herein called 
"Permitted Size Vehicles."  Vehicles other than Permitted Size Vehicles shall 
be parked and loaded or unloaded as directed by Lessor in the Rules and 
Regulations (as defined in Paragraph 40) issued by Lessor.  (Also see 
Paragraph 2.9.)  

         (a) Lessee shall not permit or allow any vehicles that belong to or 
are controlled by Lessee or Lessee's employees, suppliers, shippers, 
customers, contractors or invitees to be loaded, unloaded, or parked in areas 
other than those designated by Lessor for such activities.

         (b) If Lessee permits or allows any of the prohibited activities 
described in this Paragraph 2.6, then Lessee shall have the right, without 
notice, in addition to such other rights and remedies that it may have, to 
remove or tow away the vehicle involved and charge the cost to Lessee, which 
cost shall be immediately payable upon demand by Lessor.


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         (c) Lessor shall at the Commencement Date of this Lease, provide the 
parking facilities required by Applicable Law.  

     2.7  Common Areas - Definition.  The term "Common Areas" is defined as 
all areas and facilities outside the Premises and within the exterior 
boundary line of the Industrial Center and interior utility raceways within 
the Premises that are provided and designated by the Lessor from time to time 
for the general non-exclusive use of Lessor, Lessee and other lessees of the 
industrial Center and their respective employees, suppliers, shippers, 
customers, contractors and invitees, including parking areas, loading and 
unloading areas, trash areas, roadways, sidewalks, walkways, parkways, 
driveways and landscaped areas.  

     2.8  Common Areas - Lessee's Rights.  Lessor hereby grants to Lessee, 
for the benefit of Lessee and its employees, suppliers, shippers, 
contractors, customers and invitees, during the term of this Lease, the 
non-exclusive right to use, in common with others entitled to such use, the 
Common Areas as they exist from time to time, subject to any rights, powers, 
and privileges reserved by Lessor under the terms hereof or under the terms 
of any rules and regulations or restrictions governing the use of the 
Industrial Center.  Under no circumstances shall the right herein granted to 
use the Common Areas be deemed to include the right to store any property, 
temporarily or permanently, in the Common Areas.  Any such storage shall be 
permitted only by the prior written consent of Lessor or Lessor's designated 
agent, which consent may be revoked at any time.  In the event that any 
unauthorized storage shall occur then Lessor shall have the right, without 
notice, in addition to such other rights and remedies that it may have, to 
remove the property and charge the cost to Lessee, which cost shall be 
immediately payable upon demand by Lessor.  

     2.9  Common Areas - Rules and Regulations.  Lessor or such other 
person(s) as Lessor may appoint shall have the exclusive control and 
management of the Common Areas and shall have the right, from time to time, 
to establish, modify, amend and enforce reasonable Rules and Regulations with 
respect thereto in accordance with Paragraph 40.  Lessee agrees to abide by 
and conform to all such Rules and Regulations, and to cause its employees, 
suppliers, shippers, customers, contractors and invitees to so abide and 
conform.  Lessor shall not be responsible to Lessee for the non-compliance 
with said rules and regulations by other lessees of the Industrial Center.  

     2.10  Common Areas - Changes.  Lessor shall have the right, in Lessor's 
sole discretion, from time to time:  

         (a) To make changes to the Common Areas, including, without 
limitation, changes in the location, size, shape and number of driveways, 
entrances, parking spaces, parking areas, loading and unloading areas, 
ingress, egress, direction of traffic, landscaped areas, walkways and utility 
raceways.  

         (b) To close temporarily any of the Common Areas for maintenance 
purposes so long as reasonable access to the Premises remains available;  

         (c) To designate other land outside the boundaries of the Industrial 
Center to be a part of the Common Areas;  

         (d) To add additional buildings and improvements to the Common 
Areas;  


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         (e) To use the Common Areas while engaged in making additional 
improvements, repairs or alterations to the Industrial Center, or any portion 
thereof; and  

         (f) To do and perform such other acts and make such other changes 
in, to or with respect too the Common Areas and Industrial Center as Lessor 
may, in the exercise of sound business judgment, deem to be appropriate.  

3.  Term.

     3.1  Term.  The Commencement Date, Expiration Date and Original Term of 
this Lease are as specified in Paragraph 1.3.  

     3.2  Early Possession.  If an Early Possession Date is specified in 
Paragraph 1.4 and if Lessee totally or partially occupies the Premises after 
the Early Possession Date but prior to the Commencement Date, the obligation 
to pay Base Rent shall be abated for the period of such early occupancy.  All 
other terms of this Lease, however, (including but not limited to the 
obligations to pay Lessee's Share of Common Area Operating Expenses and to 
carry the insurance required by Paragraph 8) shall be in effect during such 
period.  Any such early possession shall not affect nor advance the 
Expiration Date of the Original Term.  

     3.3  Delay in Possession.  If for any reason Lessor cannot deliver 
possession of the Premises to Lessee by the Early Possession Date, if one is 
specified in Paragraph 1.4, or if no Early Possession Date is specified, by 
the Commencement Date, Lessee shall not be subject to any liability therefor, 
nor shall such failure affect the validity of this Lease, or the obligations 
of Lessee hereunder, or extend the term hereof, but in such case, Lessee 
shall not, except as otherwise provided herein, be obligated to pay rent or 
perform any other obligation of Lessee under the terms of this Lease until 
Lessor delivers possession of the Premises to Lessee.  If possession of the 
Premises is not delivered to Lessee within sixty (60) days after the 
Commencement Date Lessee may, at its option, by notice in writing to Lessor 
within ten (10) days after the end of said sixty (60) day period, cancel this 
Lease, in which event the parties shall be discharged from all obligations 
hereunder; provided further, however, that if such written notice of Lessee 
is not received by Lessor within said ten (10) day period, Lessee's right to 
cancel this Lease hereunder shall terminate and be of no further force or 
effect.  Except as may be otherwise provided, and regardless of when the 
Original Term actually commences, if possession is not tendered to Lessee 
when required by this Lease and Lessee does not terminate this Lease, as 
aforesaid, the period free of the obligation to pay Base Rent, if any, that 
Lessee would otherwise have enjoyed shall run from the date of delivery of 
possession and continue for a period equal to the period during which the 
Lessee would have otherwise enjoyed under the terms hereof, but minus any 
days of delay caused by the acts, changes or omissions of Lessee.  

4.  Rent.  

     4.1  Base Rent.  Lessee shall pay Base Rent and other rent or charges, 
as the same may be adjusted from time to time, to Lessor in lawful money of 
the United States, without offset or deduction, on or before the day on which 
it is due under the terms of this Lease.  Base Rent and all other rent and 
charges for any period during the term hereof which is for less than one full 
month shall be prorated based upon the actual number of days of the month 
involved.  Payment of Base Rent and other charges shall be made to Lessor at 
its address stated herein or to such other persons or at such other addresses 
as Lessor may from time to time designate in writing to Lessee.


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     4.2  Common Area Operating Expenses.  Lessee shall pay to Lessor during 
the term hereof, in addition to the Base Rent, Lessee's Share (as specified 
in Paragraph 1.6(b)) of all Common Area Operating Expenses, as hereinafter 
defined, during each calendar year of the term of this Lease, in accordance 
with the following provisions:  

         (a) "Common Area Operating Expenses" are defined, for purposes of 
this Lease, as all costs incurred by Lessor relating to the ownership and 
operation of the Industrial Center, including, but not limited to, the 
following:  

             (i) The operation, repair and maintenance, in neat, clean, good 
     order and condition, of the following:  

                 aa.  The Common Areas, including parking areas, loading and 
     unloading areas, trash areas, roadways, sidewalks, walkways, parkways, 
     driveways, landscaped areas, striping, bumpers, irrigation systems, Common
     Area lighting facilities, fences and gates, elevators and roof.  

                 bb.  Exterior signs and any tenant directors.  

                 cc.  Fire detection and sprinkler systems.  

            (ii) The cost of water, gas, electricity and telephone to service 
     the Common Areas.  

           (iii) Trash disposal, property management and security services and 
     the costs of any environmental inspections.  

            (iv) Reserves set aside for maintenance and repair of Common Areas.

             (v) Real Property Taxes (as defined in Paragraph 10.2) to be paid 
     by Lessor for the Building and the Common Areas under Paragraph 10 hereof.

            (vi) The cost of the premiums for the insurance policies maintained 
     by Lessor under Paragraph 8 hereof.  

           (vii) Any deductible portion of an insured loss concerning the 
     Building or the Common Areas.  

          (viii) Any other services to be provided by Lessor that are stated 
     elsewhere in this Lease to be a Common Area Operating Expense.  

            (ix) HVAC maintenance contract and HVAC repairs within tenant 
     suites.

             (x) Costs and expenses of managing the Building including 
     management or administrative fees.  

         (b) Any Common Area Operating Expenses and Real Property Taxes that 
are specifically attributable to the Building or to any other building in the 
Industrial Center or to the 


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operation, repair and maintenance thereof, shall be allocated entirely to the 
Building or to such other building.  However, any Common Area Operating 
Expenses and Real Property Taxes that are not specifically attributable to 
the Building or to any other building or to the operation, repair and 
maintenance thereof, shall be equitably allocated by Lessor to all buildings 
in the Industrial Center.  

         (c) The inclusion of the improvements, facilities and services set 
forth in Subparagraph 4.2(a) shall not be deemed to impose an obligation upon 
Lessor to either have said improvements or facilities or to provide those 
services unless the Industrial Center already has the same, Lessor already 
provides the services, or Lessor has agreed elsewhere in this Lease to 
provide the same or some of them.  

         (d) Lessee's Share of Common Area Operating Expenses shall be 
payable by Lessee within ten (10) days after a reasonably detailed statement 
of actual expenses is presented to Lessee by Lessor.  At Lessor's option, 
however, an amount may be estimated by Lessor from time to time of Lessee's 
Share of annual Common Area Operating Expenses and the same shall be payable 
monthly or quarterly, as Lessor shall designate, during each 12-month period 
of the Lease term, on the same day as the Base Rent is due hereunder.  Lessor 
shall deliver to Lessee within sixty (60) days after the expiration of each 
calendar year a reasonably detailed statement showing Lessee's Share of the 
actual Common Area Operating Expenses incurred during the preceding year.  If 
Lessee's payments under this Paragraph 4.2(d) during said preceding year 
exceed Lessee's Share as indicated on said statement, Lessee shall be 
credited the amount of such overpayment against Lessee's Share of Common Area 
Operating Expense next becoming due.  If Lessee's payments under this 
Paragraph 4.2(d) during said preceding year were less than Lessee's Share as 
indicated on said statement, Lessee shall pay to Lessor the amount of the 
deficiency within ten (10) days after delivery by Lessor to Lessee of said 
statement.  

5.  Security Deposit.  Lessee shall deposit with Lessor upon lessee's 
execution hereof the Security Deposit as set forth in Paragraph 1.7 as 
security for Lessee's faithful performance of Lessee's obligations under this 
Lease.  If Lessee fails to pay Base Rent or other rent or charges due 
hereunder, or otherwise Defaults under this Lease (as defined in Paragraph 
13.1), Lessor may use, apply or retain all or any portion of said Security 
Deposit for the payment of any amount due Lessor or to reimburse or 
compensate Lessor for any liability, cost, expense including but not limited 
to the cleaning of the Premises after Lessee vacates, loss or damage 
(including attorneys' fees) which Lessor may suffer or incur by reason 
thereof.  If Lessor uses or applies all or any portion of said Security 
Deposit, Lessee shall within ten (10) days after written request therefore 
deposit monies with Lessor sufficient to restore said Security Deposit to the 
full amount required by this Lease.  Any time the Base Rent increases during 
the term of this Lease, Lessee shall, upon written request from Lessor, 
deposit additional monies with Lessor as an addition to the Security Deposit 
so that the total amount of the Security Deposit shall at all times bear the 
same proportion to the then current Base Rent as the initial Security Deposit 
bears to the Initial Base Rent set forth in Paragraph 1.5.  Lessor shall not 
be required to keep all or any part of the Security Deposit separate from its 
general accounts.  Lessor shall, at the expiration or earlier termination of 
the term hereof and after Lessee has vacated the Premises, return to Lessee 
(or, at Lessor's option, to the last assignee, if any, of Lessee's interest 
herein), that portion of the Security Deposit not used or applied by Lessor.  
Unless otherwise expressly agreed in writing by Lessor, no part of the 
Security Deposit shall be considered to be held in trust, to bear interest or 
other increment for its use, or to be prepayment for any monies to be paid by 
Lessee under this Lease.


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6.  Use.

     6.1  Permitted Use.

         (a) Lessee shall use and occupy the Premises only for the Permitted 
Use set forth in Paragraph 1.8, or any other legal use which is reasonably 
comparable thereto, and for no other purpose.  Lessee shall not use or permit 
the use of the Premises in a manner that is unlawful, creates waste or a 
nuisance, or that disturbs owners and/or occupants of, or causes damage to 
the Premises or neighboring premises or properties.  

         (b) Lessor hereby agrees to not unreasonably withheld or delay its 
consent to any written request by Lessee, Lessee's assignees or subtenants, 
and by prospective assignees and subtenants of Lessee, its assignees and 
subtenants, for a modification of said Permitted Use, so long as the same 
will not impair the structural integrity of the improvements on the Premises 
or in the Building or the mechanical or electrical systems therein, does not 
conflict with uses by other lessees, is not significantly more burdensome to 
the Premises or the Building and the improvements thereon, and is otherwise 
permissible pursuant to this Paragraph 6.  If Lessor elects to withhold such 
consent, Lessor shall within five (5) business days after such request give a 
written notification of same, which notice shall include an explanation of 
Lessor's reasonable objections to the change in use.  

     6.2  Hazardous Substances.  

         (a) Reportable Uses Require Consent.  The term "Hazardous Substance" 
as used in this Lease shall mean any product, substance, chemical, material 
or waste whose presence, nature, quantity and/or intensity of existence, use, 
manufacture, disposal, transportation, spill, release or effect, either by 
itself or in combination with other materials expected to be on the Premises, 
is either:  (i) potentially injurious to the public health, safety or 
welfare, the environment, or the Premises; (ii) regulated or monitored by any 
governmental authority; or (iii) a basis for potential liability of Lessor to 
any governmental agency or third party under any applicable statute or common 
law theory.  Hazardous Substance shall include, but not be limited to, 
hydrocarbons, petroleum, gasoline, crude oil or any products or by-products 
thereof.  Lessee shall not engage in any activity in or about the Premises 
which constitutes a Reportable Use (as hereinafter defined) of Hazardous 
Substances without the express prior written consent of Lessor and compliance 
in a timely manner (at Lessee's sole cost and expense) with all Applicable 
Requirements (as defined in Paragraph 6.3).  "Reportable Use" shall mean (i) 
the installation or use of any above or below ground storage tank, (ii) the 
generation, possession, storage, use, transportation, or disposal of a 
Hazardous Substance that requires a permit from, or with respect to which a 
report, notice, registration or business plan is required to be filled with, 
any governmental authority, and (iii) the presence in, on or about the 
Premises of a Hazardous Substance with respect to which any Applicable Laws 
require that a notice be given to persons entering or occupying the Premises 
or neighboring properties.  Notwithstanding the foregoing, Lessee may, 
without Lessor's prior consent, but upon notice to Lessor and in compliance 
with all Applicable Requirements, use any ordinary and customary materials 
reasonably required to be used by Lessee in the normal course of the 
Permitted Use, so long as such is not a Reportable Use and does not expose 
the Premises or neighboring properties to any meaningful risk of 
contamination or damage or expose Lessor to any liability therefor.  In 
addition, Lessor may (but without any obligation to do so) condition its 
consent to any Reportable Use of any Hazardous Substance by Lessee upon 
Lessee's giving Lessor such additional assurances as Lessor, in its 
reasonable discretion, deems necessary to protect itself, the public, the 
Premises and the environment against damage, contamination or injury and/or 
liability therefor, including but not limited to the installation (and, at 
Lessor's option, removal on or before Lease expiration or earlier 
termination) of 


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reasonably necessary protective modifications to the Premises (such as 
concrete encasements) and/or the deposit of an additional Security Deposit 
under Paragraph 5 hereof.  

         (b)  Duty of Inform Lessor.  If Lessee knows, or has reasonable 
cause to believe, that a Hazardous Substance has come to be located in, on, 
under or about the Premises or the Building, other than as previously 
consented to by Lessor, Lessee shall immediately give Lessor written notice 
thereof, together with a copy of any statement, report, notice, registration, 
application, permit, business plan, license, claim, action, or proceeding 
given to, or received from, any governmental authority or private party 
concerning the presence, spill, release, discharge of, or exposure to, such 
Hazardous Substance including but not limited to all such documents as may be 
involved in any Reportable Use involving the Premises.  Lessee shall not 
cause or permit any Hazardous Substance to be spilled or released in, on, 
under or about the Premises (including, without limitation, through the 
plumbing or sanitary sewer system).  

         (c)  Indemnification.  Lessee shall indemnify, protect, defend and 
hold Lessor, its agents, employees, lenders and ground lessor, if any, and 
the Premises, harmless from and against any and all damages, liabilities, 
judgments, costs, claims, liens, expenses, penalties, loss of permits and 
attorneys' and consultants' fees arising out of or involving any Hazardous 
Substance brought onto the Premises by or for Lessee or by anyone under 
Lessee's control.  Lessee's obligations under this Paragraph 6.2(c) shall 
include, but not be limited to, the effects of any contamination or injury to 
person, property or the environment created or suffered by Lessee, and the 
cost of investigation (including consultants' and attorneys' fees and 
testing), removal, remediation, restoration and/or abatement thereof, or of 
any contamination therein involved, and shall survive the expiration or 
earlier termination of this Lease.  No termination, cancellation or release 
agreement entered into by Lessor and Lessee shall release Lessee from its 
obligations under this Lease with respect to Hazardous Substances, unless 
specifically so agreed by Lessor in writing at the time of such agreement.  

     6.3  Lessee's Compliance with Requirements.  Lessee shall, at Lessee's 
sole cost and expense, fully, diligently and in a timely manner, comply with 
all "Applicable Requirements," which term is used in this Lease to mean all 
laws, rules, regulations, ordinances, directives, covenants, easements and 
restrictions of record, permits, the requirements of any applicable fire 
insurance underwriter or rating bureau, and the recommendations of Lessor's 
engineers and/or consultants, relating in any manner to the Premises 
(including but not limited to matters pertaining to (i) industrial hygiene, 
(ii) environmental conditions on, in, under or about the Premises, including 
soil and groundwater conditions, and (iii) the use, generation, manufacture, 
production, installation, maintenance, removal, transportation, storage, 
spill, or release of any Hazardous Substance), now in effect or which may 
hereafter come into effect.  Lessee shall, within five (5) days after receipt 
of Lessor' written request, provide Lessor with copies of all documents and 
information, including but not limited to permits, registrations, manifests, 
applications, reports and certificates, evidencing Lessee's compliance with 
any Applicable Requirements specified by Lessor, and shall immediately upon 
receipt, notify Lessor in writing (with copies of any documents involved) of 
any threatened or actual claim, notice, citation, warning, complaint or 
report pertaining to or involving failure by Lessee or the Premises to comply 
with any Applicable Requirements.  

     6.4  Inspection; Compliance with Law.  Lessor, Lessor's agents, 
employees, contractors and designated representatives, and the holders of any 
mortgages, deeds of trust or ground leases on the Premises ("Lenders") shall 
have the right to enter the Premises at any time in the case of an emergency, 
and otherwise at reasonable times, for the purpose of inspecting the 
condition of the Premises and for verifying compliance by Lessee with this 
Lease and all Applicable Requirements (as defined in 


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Paragraph 6.3), and Lessor shall be entitled to employ experts and/or 
consultants in connection therewith to advise Lessor with respect to Lessee's 
activities, including but not limited to Lessee's installation, operation, 
use, monitoring, maintenance, or removal of any Hazardous Substance on or 
from the Premises.  The costs and expenses of any such inspections shall be 
paid by the party requesting same, unless a Default or Breach of this Lease 
by Lessee or a violation of Application Requirements or a contamination, 
caused or materially contributed to by Lessee, is found to exist or to be 
imminent, or unless the inspection is requested or ordered by a governmental 
authority as the result of any such existing or imminent violation or 
contamination.  In such case, Lessee shall upon request reimburse Lessor 
Lessor's Lender, as the case may be, for the costs and expenses of such 
inspections.  

7.  Maintenance, Repairs, Utility Installations, Trade Fixtures or Alterations.

     7.1  Lessee's Obligations.  

         (a) Subject to the provisions of Paragraph 2.2 (Condition), 2.3 
(Compliance with Covenants, Restrictions and Building Code), 7.2 (Lessor's 
Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, 
at Lessee's sole cost and expense and at all times, keep the Premises and 
every part thereof in good order, condition and repair (whether or not such 
portion of the Premises requiring repair, or the means of repairing the same, 
are reasonably or readily accessible to Lessee, and whether or not the need 
for such repairs occurs as a result of Lessee's use, any prior use, the 
elements or the age of such portion of the Premises), including, without 
limiting the generality of the foregoing, all equipment or facilities 
specifically serving the Premises, such as plumbing, electrical, lighting 
facilities, boilers, fired or unfired pressure vessels, fire hose connections 
if within the Premises, fixtures, interior walls, interior surfaces of 
exterior walls, ceilings, floors, windows, doors, plate glass, and skylights, 
but excluding any items which are the responsibility of Lessor pursuant to 
Paragraph 7.2 below.  Lessee, in keeping the Premises in good order, 
condition and repair, shall exercise and perform good maintenance practices.  
Lessee's obligations shall include restorations, replacements or renewals 
when necessary to keep the Premises and all improvements thereon or a part 
thereof in good order, condition and state of repair.  

         (b) Lessor shall procure and maintain the contract for the heating, 
air conditioning and ventilating systems, Lessee shall reimburse Lessor for 
its pro-rata share of the cost thereof.  

         (c) If Lessee fails to perform Lessee's obligations under this 
Paragraph 7.1, Lessor may enter upon the Premises after ten (10) days' prior 
written notice to Lessee (except in the case of an emergency, in which case 
no notice shall be required), perform such obligations on Lessee's behalf, 
and put the Premises in good order, condition and repair, in accordance with 
Paragraph 13.2 below.  

     7.2  Lessor's Obligations.  Subject to the provisions of Paragraph 2.2 
(Condition), 2.3 (Compliance with Covenants, Restrictions and Building Code), 
4.2 (Common Area Operating Expenses), 6 (Use), 7.1 (Lessee's Obligations), 9 
(Damage or Destruction) and 14 (Condemnation), Lessor, subject to 
reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition 
and repair the foundations, exterior walls, structural condition of interior 
bearing walls, exterior roof, fire sprinkler and/or standpipe and hose (if 
located in the Common Areas) or other automatic fire extinguishing system 
including fire alarm and/or smoke detection systems and equipment, fire 
hydrants, parking lots, walkways, parkways, driveways, landscaping, fences, 
signs and utility systems serving the Common Areas and all parts thereof, as 
well as providing the services for which there is a Common Area Operating 
Expense pursuant to Paragraph 4.2.  Lessor shall not be obligated to pain the 
exterior or interior surfaces of exterior walls nor shall Lessor be obligated 
to maintain, repair or replace windows, 


Page 10

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doors or plate glass of the Premises.  Lessee expressly waives the benefit of 
any statute nor or hereafter in effect which would otherwise afford Lessee 
the right to make repairs at Lessor's expense or to terminate this Lease 
because of Lessor's failure to keep the Building, Industrial Center or Common 
Areas in good order, condition and repair.  

     7.3  Utility Installations, Trade Fixtures, Alterations.

         (a)  Definitions; Consent Required.  The term "Utility 
Installations" is used in this Lease to refer to all air lines, power panels, 
electrical distribution, security, fire protection systems, communications 
systems, lighting fixtures, heating, ventilating and air conditioning 
equipment, plumbing, and fencing in, on or about the Premises.  The term 
"Trade Fixtures" shall mean Lessee's machinery and equipment which can be 
removed without doing material damage to the Premises.  The term 
"Alterations" shall mean any modification of the improvements on the Premises 
which are provided by Lessor under the terms of this Lease, other than 
Utility Installations or Trade Fixtures.  "Lessee-Owned Alterations and/or 
Utility Installations" are defined as Alterations and/or Utility 
Installations made by Lessee that are not yet owned by Lessor pursuant to 
Paragraph 7.4(a).  Lessee shall not make nor cause to be made any Alterations 
or Utility Installations in, on, under or about the Premises without Lessor's 
prior written consent.  Lessee may, however, make non-structural Utility 
Installations to the interior of the Premises (excluding the roof) without 
Lessor's consent but upon notice to Lessor, so long as they are not visible 
from the outside of the Premises, do not involve puncturing, relocation or 
removing the roof or any existing walls, or changing or interfering with the 
fire sprinkler or fire detection systems and the cumulative cost thereof 
during the term of this Lease as extended does not exceed $2,500.00.  

         (b)  Consent.  Any Alterations or Utility Installations that Lessee 
shall desire to make and which require the consent of the Lessor shall be 
presented to Lessor in written form with detailed plans.  All consents given 
by Lessor, whether by virtue of Paragraph 7.3(a) or by subsequent specific 
consent, shall be deemed conditioned upon:  (i) Lessee's acquiring all 
applicable permits required by governmental authorities; (ii) the furnishing 
of copies of such permits together with a copy of the plans and 
specifications for the Alteration or Utility Installation to Lessor prior to 
commencement of the work thereon; and (iii) the compliance by Lessee with all 
conditions of said permits in a prompt and expeditious manner.  Any 
Alterations or Utility Installations by Lessee during the term of this Lease 
shall be done in a good and workmanlike manner, with good and sufficient 
materials, and be in compliance with all Applicable Requirements.  Lessee 
shall promptly upon completion thereof furnish Lessor with as-built plans and 
specifications therefor.  Lessor may, (but without obligation to do so) 
condition its consent to any requested Alteration or Utility Installation 
that costs $2,500.00 or more upon Lessee's providing Lessor with a lien and 
completion bond in an amount equal to one and one-half times the estimated 
cost of such Alteration or Utility Installation.  

         (c)  Lien Protection.  Lessee shall pay when due all claims for 
labor or materials furnished or alleged to have been furnished to or for 
Lessee at or for use on the Premises, which claims are or may be secured by 
any mechanic's or materialmen's lien against the Premises or any interest 
therein.  Lessee shall give Lessor not less than ten (10) days' notice prior 
to the commencement of any work in, on, or about the Premises, and Lessor 
shall have the right to post notices of non-responsibility in or on the 
Premises as provided by law.  If Lessee shall, in good faith, contest the 
validity of any such lien, claim or demand, then Lessee shall, at its sole 
expense, defend and protect itself, Lessor and the Premises against the same 
and shall pay and satisfy any such adverse judgment that may be rendered 
thereon before the enforcement thereof against the Lessor or the Premises.  
If Lessor shall require, Lessee shall furnish to Lessor a surety bond 
satisfactory to Lessor in an amount equal to one and one-half 


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times the amount of such contested lien claim or demand, indemnifying Lessor 
against liability for the same, as required by law for the holding of the 
Premises free from the effect of such lien or claim.  In addition, Lessor may 
require Lessee to pay Lessor's attorneys' fees and costs in participating in 
such action if Lessor shall decide it is to its best interest to do so.  

     7.4  Ownership, Removal, Surrender, and Restoration.  

         (a)  Ownership.  Subject to Lessor's right to require their removal 
and to cause Lessee to become the owner thereof as hereinafter provided in 
this Paragraph 7.4, all Alterations and Utility Installations made to the 
Premises by Lessee shall be the property of and owned by Lessee, but 
considered a part of the Premises.  Lessor may, at any time and at its 
option, elect in writing to Lessee to be the owner of all or any specified 
part of the Lessee-Owned Alterations and Utility Installations.  Unless 
otherwise instructed per Subparagraph 7.4(b) hereof, all Lessee-Owned 
Alterations and Utility Installations shall, at the expiration or earlier 
termination of this Lease, become the property of Lessor and remain upon the 
Premises and be surrendered with the Premises by Lessee.  

         (b)  Removal.  Unless otherwise agreed in writing, Lessor may 
require that any or all Lessee-Owned Alterations or Utility Installations be 
removed by the expiration or earlier termination of this Lease, 
notwithstanding that their installation may have been consented to by Lessor. 
Lessor may require the removal at any time of all or any part of any 
Alterations or Utility Installations made without the required consent of 
Lessor.  

         (c)  Surrender/Restoration.  Lessee shall surrender the Premises by 
the end of the last day of the Lease term or any earlier termination date, 
clean and free of debris and in good operating order, condition and state of 
repair, ordinary wear and tear excepted.  Ordinary wear and tear shall not 
include any damage or deterioration that would have been prevented by good 
maintenance practice or by Lessee performing all of its obligations under 
this Lease.  Except as otherwise agreed or specified herein, the Premises, as 
surrendered, shall include the Alterations and Utility Installations.  The 
obligation of Lessee shall include the repair of any damage occasioned by the 
installation, maintenance or removal of Lessee's Trade Fixtures, furnishings, 
equipment, and Lessee-Owned Alterations and Utility Installations, as well as 
the removal of any storage tank installed by or for Lessee, and the removal, 
replacement, or remediation of any soil, material or ground water 
contaminated by Lessee, all as may then be required by Applicable 
Requirements and/or good practice.  Lessee's Trade Fixtures shall remain the 
property of Lessee and shall be removed by Lessee subject to its obligation 
to repair and restore the Premises per this Lease.  

8.  Insurance; Indemnity.  

     8.1  Payment of Premiums.  The cost of the premiums for the insurance 
policies maintained by Lessor under this Paragraph 8 shall be a Common Area 
Operating Expense pursuant to Paragraph 4.2 hereof.  Premiums for policy 
periods commencing prior to, or extending beyond, the term of this Lease 
shall be prorated to coincide with the corresponding Commencement Date or 
Expiration Date.  

     8.2  Liability Insurance.

         (a)  Carried by Lessee.  Lessee shall obtain and keep in force 
during the term of this Lease a Commercial General Liability policy of 
insurance protecting Lessee, Lessor and any Lender(s) whose names have been 
provided to Lessee in writing (as additional insureds) against claims for 
bodily injury, personal injury and property damage based upon, involving or 
arising out of the ownership, use, 


Page 12

<PAGE>

occupancy or maintenance of the Premises and all areas appurtenant thereto.  
Such insurance shall be on an occurrence basis providing single limit 
coverage in an amount not less than $1,000,000 per occurrence with an 
"Additional Insured-Managers or Lessors of Premises" endorsement and contain 
the "Amendment of the Pollution Exclusion" endorsement for damage caused by 
heat, smoke or fumes from a hostile fire.  The policy shall not contain any 
intra-insured exclusions as between insured persons or organizations, but 
shall include coverage liability assumed under this Lease as an "insured 
contract" for the performance of Lessee's indemnity obligations under this 
Lease.  The limits of said insurance required by this Lease or as carried by 
Lessee shall not, however, limit the liability of Lessee nor relieve Lessee 
of any obligation hereunder.  All insurance to be carried by Lessee shall be 
primary to and not contributory with any similar insurance carried by Lessor, 
whose insurance shall be considered excess insurance only.  (See Addendum 1.)

         (b)  Carried by Lessor.  Lessor shall also maintain liability 
insurance described in Paragraph 8.2(a) above, in addition to and not in lieu 
of, the insurance required to be maintained by Lessee.  Lessee shall not be 
named as an additional insured therein.  

     8.3  Property Insurance-Building, Improvements and Rental Value.  

         (a)  Building and Improvements.  Lessor shall obtain and keep in 
force during the term of this Lease a policy or policies in the name of 
Lessor with loss payable to Lessor and to any Lender(s) insuring against loss 
or damage to the Premises.  Such insurance shall be for full replacement 
cost, except with regard to earthquake and/or flood where insurance may be 
for a lesser amount, as the same shall exist from time to time, or the amount 
required by any Lender(s), but in no event more than the commercially 
reasonable and available insurable value thereof if, by reason of the unique 
nature or age of the improvements involved, such latter amount is less than 
full replacement cost.  Lessee-Owned Alterations and Utility Installations, 
Trade Fixtures and Lessee's personal property shall be insured by Lessee 
pursuant to Paragraph 8.4.  If the coverage is available and commercially 
appropriate, Lessor's policy or policies shall insure against all risks of 
direct physical loss or damage (except the perils of flood and/or earthquake 
unless required by a Lender or at Lessor's discretion), including coverage 
for any additional costs resulting from debris removal and reasonable amounts 
of coverage for the enforcement of any ordinance or law regulating the 
reconstruction or replacement of any undamaged sections of the Building 
required to be demolished or removed by reason of the enforcement of any 
building, zoning, safety or land use laws as the result of a covered loss, 
but not including plate glass insurance.  Said policy or policies shall also 
contain an agreed valuation provision in lieu of any co-insurance clause or 
waiver of subrogation.  

         (b)  Rental Value.  Lessor shall also obtain and keep in force 
during the term of this Lease a policy or policies in the name of Lessor, 
with loss payable to Lessor and any Lender(s), insuring the loss of the full 
rental and other charges payable by all lessees of the Building to Lessor for 
one year (including all Real Property Taxes, insurance costs, all Common Area 
Operating Expenses and any scheduled rental increases).  Said insurance may 
provide that in the event the Lease is terminated by reason of an insured 
loss, the period of indemnity for such coverage shall be extended beyond the 
date of the completion of repairs or replacement of the Premises, to provide 
for one full year's loss of rental revenues from the date of any such loss.  
Said insurance shall contain an agreed valuation provision in lieu of any 
co-insurance clause, and the amount of coverage shall be adjusted annually to 
reflect the projected rental income, Real Property Taxes, insurance premium 
costs and other expenses, if any, otherwise payable, for the next 12-month 
period.  Common Area Operating Expenses shall include any deductible amount 
in the event of such loss.


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          (c) Adjacent Premises.  Lessee shall pay for any increase in the 
premiums for the property insurance of the Building and for the Common Areas 
or other buildings in the Industrial Center if said increase is caused by 
Lessee's acts, omissions, use or occupancy of the Premises.  

          (d) Lessee's Improvements.  Since Lessor is the Insuring Party, 
Lessor shall not be required to insure Lessee-Owned Alterations and Utility 
Installations unless the item in question has become the property of Lessor 
under the terms of this Lease.  

     8.4  Lessee's Property Insurance.  Subject to the requirements of 
Paragraph 8.5, Lessee at its cost shall either by separate policy or, at 
Lessor's option, by endorsement to a policy already carried, maintain 
insurance coverage on all of Lessee's personal property, Trade Fixtures and 
Lessee-Owned Alterations and Utility Installations in, on, or about the 
Premises similar in coverage to that carried by Lessor as the Insuring Party 
under Paragraph 8.3(a).  Such insurance shall be full replacement cost 
coverage with a deductible not to exceed $1,000 per occurrence.  The proceeds 
from any such insurance shall be used by Lessee for the replacement of 
personal property and the restoration of Trade Fixtures and Lessee-Owned 
Alterations and Utility Installations.  Upon request from Lessor, Lessee 
shall provide Lessor with written evidence that such insurance is in force.  

     8.5 Insurance Policies.  Insurance required hereunder shall be in 
companies duly licensed to transact business in the state where the Premises 
are located, and maintaining during the policy term a "General Policyholders 
Rating" of at least A, VII, or such other rating as may be required by a 
Lender, as set forth in the most current issue of "Best's Insurance Guide."  
Lessee shall not do or permit to be done anything which shall invalidate the 
insurance policies referred to in this Paragraph 8.  Lessee shall cause to be 
delivered to Lessor, within seven (7) days after the earlier of the Early 
Possession Date or the Commencement Date, certified copies of, or 
certificates evidencing the existence and amounts of, the insurance required 
under Paragraph 8.2(a) and 8.4.  No such policy shall be cancelable or 
subject to modification except after thirty (30) days' prior written notice 
to Lessor.  Lessee shall at least thirty (30) days prior to the expiration of 
such policies, furnish Lessor with evidence of renewals of "insurance 
binders" evidencing renewal thereof, or Lessor may order such insurance and 
charge the cost thereof to Lessee, which amount shall be payable by Lessee to 
Lessor upon demand.  

     8.6  Waiver of Subrogation.  Without affecting any other rights or 
remedies, Lessee and Lessor each hereby release and relieve the other, and 
waive their entire right to recover damages (whether in contract or in tort) 
against the other, for loss or damage to their property arising out of or 
incident to the perils required to be insured against under Paragraph 8.  The 
effect of such releases and waivers of the right to recover damages shall not 
be limited by the amount of insurance carried or required, or by any 
deductibles applicable thereto.  Lessor and Lessee agree to have their 
respective insurance companies issuing property damage insurance waive any 
right to subrogation that such companies may have against Lessor or Lessee, 
as the case may be, so long as the insurance is not invalidated thereby.  

     8.7  Indemnity.  Except to the extent caused by or arising from gross 
negligence or willful misconduct of Lessor or it's agents, employees or 
contractors, Lessee shall indemnify, protect, defend and hold harmless the 
Premises, Lessor and its agents, Lessor's master or ground lessor, partners 
and Lenders, from and against any and all claims, loss of rents and/or 
damages, costs, liens, judgments, penalties, loss of permits, attorneys' and 
consultants' fees, expenses and/or liabilities arising out of, involving, or 
in connection with, the occupancy of the Premises by Lessee, the conduct of 
Lessee's business, any act, omission or neglect of Lessee, its agents, 
contractors, employees or invitees, and out of any Default or Breach by 
Lessee in the performance in a timely manner of any obligation on Lessee's 

                                      14
<PAGE>

part to be performed under this Lease.  The foregoing shall include, but not 
be limited to, the defense or pursuit of any claim or any action or 
proceeding involved therein, and whether or not (in the case of claims made 
against Lessor) litigated and/or reduced to judgment.  In case any action or 
proceeding involved therein, and whether or not (in the case of claims made 
against Lessor) litigated and/or reduced to judgment.  In case any action or 
proceeding be brought against Lessor by reason of any of the foregoing 
matters, Lessee upon notice from Lessor shall defend the same at Lessee's 
expense by counsel reasonably satisfactory to Lessor and Lessor shall 
cooperate with Lessee in such defense.  Lessor need not have first paid any 
such claim in order to be so indemnified.  

     8.8  Exemption of Lessor from Liability.  Lessor shall not be liable for 
injury or damage to the person or goods, wares, merchandise or other property 
of Lessee, Lessee's employees, contractors, invitees, customers, or any other 
person in or about the Premises, whether such damage or injury is caused by 
or results from fire, steam, electricity, gas, water or rain, or from the 
breakage, leakage, obstruction or other defects of pipes, fire sprinklers, 
wires, appliances, plumbing, air conditioning or lighting fixtures, or from 
any other cause, whether said injury or damage results from conditions 
arising upon the Premises or upon other portions of the Building of which the 
Premises are a part, from other sources or places, and regardless of whether 
the cause of such damage or injury or the means of repairing the same is 
accessible or not.  Lessor shall not be liable for any damages arising from 
any act or neglect of any other lessee of Lessor nor from the failure by 
Lessor to enforce the provisions of any other lease in the Industrial Center. 
Notwithstanding Lessor's negligence or breach of this Lease, Lessor shall 
under no circumstances be liable for injury to Lessee's business or for any 
loss of income or profit therefrom.  

9.   Damage or Destruction.  

     9.1  Definitions.

          (a) "Premises Partial Damage" shall mean damage or destruction to 
the Premises, other than Lessee-Owned Alterations and Utility Installations, 
the repair cost of which damage or destruction is less than fifty percent 
(50%) of the then Replacement Cost (as defined in Paragraph 9.1(d)) of the 
Premises (excluding Lessee-Owned Alterations and Utility Installations and 
Trade Fixtures) immediately prior to such damage or destruction.  

          (b) "Premises Total Destruction" shall mean damage or destruction 
to the Premises, other than Lessee-Owned Alterations and Utility 
Installations, the repair cost of which damage or destruction is fifty 
percent (50%) or more of the then Replacement Code of the Premises (excluding 
Lessee-Owned Alterations and Utility Installations and Trade Fixtures) 
immediately prior to such damage or destruction.  In addition, damage or 
destruction to the Building, other than Lessee-Owned Alterations and Utility 
Installations and Trade Fixtures of any lessees of the Building, the cost of 
which damage or destruction is fifty percent (50%) or more of the then 
Replacement Code (excluding Lessee-Owned Alterations and Utility 
Installations and Trade Fixtures of any lessees of the Building) of the 
Building shall, at the option of Lessor, be deemed to be Premises Total 
Destruction.  

          (c) "Insured Loss" shall mean damage or destruction to the 
Premises, other than Lessee-Owned Alterations and Utility Installations and 
Trade Fixtures, which was caused by an event required to be covered by the 
insurance described in Paragraph 8.3(a) irrespective of any deductible 
amounts or coverage limits involved.  

          (d) "Replacement Cost" shall mean the cost to repair or rebuild the 
improvements owned by Lessor at the time of the occurrence to their condition 
existing immediately prior thereto, 

                                      15
<PAGE>

including demolition, debris removal and upgrading required by the operation 
of applicable building codes, ordinances or laws, and without deduction for 
depreciation.  

          (e) "Hazardous Substance Condition" shall mean the occurrence or 
discovery of a condition involving the presence of, or a contamination by, a 
Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the 
Premises.  

     9.2  Premises Partial Damage - Insured Loss.  If Premises Partial Damage 
that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, 
repair such damage (but not Lessee's Trade Fixtures or Lessee-Owned 
Alterations and Utility Installations) as soon as reasonably possible and 
this Lease shall continue in full force and effect.  In the event, however, 
that there is a shortage of insurance proceeds and such shortage is due to 
the fact that, by reason of the unique nature of the improvements in the 
Premises, full replacement cost insurance coverage was not commercially 
reasonable and available, Lessor shall have no obligation to pay for the 
shortage in insurance proceeds or to fully restore the unique aspects of the 
Premises unless Lessee provides Lessor with the funds to cover same, or 
adequate assurance thereof, within ten (10) days following receipt of written 
notice of such shortage and request therefor.  If Lessor receives said funds 
or adequate assurance thereof within said ten (10) day period, Lessor shall 
complete them as soon as reasonably possible and this Lease shall remain in 
full force and effect.  If Lessor does not receive such funds or assurance 
within said period, Lessor may nevertheless elect by written notice to Lessee 
within ten (10) days thereafter to make such restoration and repair as is 
commercially reasonable with Lessor paying any shortage in proceeds, in which 
case this Lease shall remain in full force and effect.  If Lessor does not 
receive such funds or assurance within such ten (10) day period, and if 
Lessor does not so elect to restore and repair, then this Lease shall 
terminate sixty (60) days following the occurrence of the damage or 
destruction.  Unless otherwise agreed, Lessee shall in no event have any 
right to reimbursement from Lessor for any funds contributed by Lessee to 
repair any such damage or destruction.  Premises Partial Damage due to flood 
or earthquake shall be subject to Paragraph 9.3 rather than Paragraph 9.2, 
notwithstanding that there may be some insurance coverage, but the net 
proceeds of any such insurance shall be made available for the repairs if 
made by either Party.  

     9.3  Partial Damage - Uninsured Loss.  If Premises Partial Damage that 
is not an Insured Loss occurs, unless caused by a negligent or willful act of 
Lessee (in which event Lessee shall make the repairs at Lessee's expense and 
this Lease shall continue in full force and effect), Lessor may at Lessor's 
option, either (i) repair such damage as soon as reasonably possible at 
Lessor's expense, in which even this Lease shall continue in full force and 
effect, or (ii) give written notice to Lessee within thirty (30) days after 
receipt by Lessor of knowledge of the occurrence of such damage of Lessor's 
desire to terminate this Lease as of the date sixty (60) days following the 
date of such notice.  In the event Lessor elects to give such notice of 
Lessor's intention to terminate this Lease, Lessee shall have the right 
within ten (10) days after the receipt of such notice to give written notice 
to Lessor of Lessee's commitment to pay for the repair of such damage totally 
at Lessee's expense and without reimbursement from Lessor.  Lessee shall 
provide Lessor with the required funds or satisfactory assurance thereof 
within thirty (30) days following such commitment from Lessee.  In such event 
this Lease shall continue in full force and effect, and Lessor shall proceed 
to make such repairs as soon as reasonably possible after the required funds 
are available.  If Lessee does not give such notice and provide the funds or 
assurance thereof within the times specified above, this Lease shall 
terminate as of the date specified in Lessor's notice of termination. 

     9.4  Total Destruction.  Notwithstanding any other provision hereof, if 
Premises Total Destruction occurs (including any destruction required by any 
authorized public authority), this Lease shall terminate sixty (60) days 
following the date of such Premises Total Destruction, whether or not the 

                                      16
<PAGE>

damage or destruction is an Insured Loss or was caused by a negligent or 
willful act of Lessee.  In the event, however, that the damage or destruction 
was caused by Lessee, Lessor shall have the right to recover Lessor's damages 
from Lessee except as released and waived in Paragraph 9.7.  

     9.5  Damage Near End of Term.  If at any time during the last six (6) 
months of the term of this Lease there is damage for which the cost to repair 
exceeds one month's Base Rent, whether or not an Insured Loss, Lessee may, at 
Lessor's option, terminate this Lease effectively sixty (60) days following 
the date of occurrence of such damage by giving written notice to Lessee of 
Lessor's election to do so within thirty (30) days after the date of 
occurrence of such damage.  Provided, however, if Lessee at that time has an 
exercisable option to extend this Lease or to purchase the Premises, then 
Lessee may preserve this Lease by (a) exercising such option, and (b) 
providing Lessor with any shortage in insurance proceeds (or adequate 
assurance thereof) needed to make the repairs on or before the earlier of (i) 
the date which is ten (10) days after Lessee's receipt of Lessor's written 
notice purporting to terminate this Lease, or (ii) the day prior to the date 
upon which such option expires.  If Lessee duly exercises such option during 
such period and provides Lessor with funds (or adequate assurance thereof) to 
cover any shortage in insurance proceeds, Lessor shall, at Lessor's expense 
repair such damage as soon as reasonably possible and this Lease shall 
continue in full force and effect.  If Lessee fails to exercise such option 
and provide such funds or assurance during such period, then this Lease shall 
terminate as of the date set forth in the first sentence of this Paragraph 
9.5.  

     9.6  Abatement of Rent; Lessee's Remedies.  

          (a) In the event of (i) Premises Partial Damage or (ii) Hazardous 
Substance Condition for which Lessee is not legally responsible, the Base 
Rent, Common Area Operating Expenses and other charges, if any, payable by 
Lessee hereunder for the period during which such damage or condition, its 
repair, remediation or restoration continues, shall be abated in proportion 
to the degree to which Lessee's use of the Premises is impaired, but not in 
excess of proceeds from insurance required to be carried under Paragraph 
8.3(b).  Except for abatement of Base Rent, Common Area Operating Expenses 
and other charges, if any, as aforesaid, all other obligations of Lessee 
hereunder shall be performed by Lessee, and Lessee shall have no claim 
against Lessor for any damage suffered by reason of any such damage, 
destruction, repair, remediation or restoration.  

          (b) If Lessor shall be obligated to repair or restore the Premises 
under the Premises under the provisions of this Paragraph 9 and shall not 
commence, in a substantial and meaningful way, the repair or restoration of 
the Premises within ninety (90) days after such obligation shall accrue, 
Lessee may, at any time prior to the commencement of such repair or 
restoration, give written notice to Lessor and to any Lenders of which Lessee 
has actual notice of Lessee's election to terminate this Lease on a date not 
less than sixty (60) days following the giving of such notice.  If Lessee 
gives such notice to Lessor and such Lenders and such repair or restoration 
is not commenced within thirty (30) days after receipt of such notice, this 
Lease shall terminate as of the date specified in said notice.  If Lessor or 
a Lender commences the repair or restoration of the Premises within thirty 
(30) days after the receipt of such notice, this Lease shall continue in full 
force and effect.  "Commence" as used in this Paragraph 9.6 shall mean either 
the unconditional authorization of the preparation of the required plans, or 
the beginning of the actual work on the Premises, whichever occurs first.  

     9.7  Hazardous Substance Conditions.  If a Hazardous Substance Condition 
occurs, unless Lessee is legally responsible therefor (in which case Lessee 
shall make the investigation and remediation thereof required by Applicable 
Requirements and this Lease shall continue in full force and effect, but 
subject to Lessor's rights under Paragraph 6.2(c) and Paragraph 13), Lessor 
may at Lessor's option either 

                                      17
<PAGE>

(i) investigate and remediate such Hazardous Substance Condition, if 
required, as soon as reasonably possible at Lessor's expense, in which event 
this Lease shall continue in full force and effect, or (ii) if the estimated 
cost to investigate and remediate such condition exceeds twelve (12) times 
the then monthly Base Rent or $100,000 whichever is greater, give written 
notice to Lessee within thirty (30) days after receipt by Lessor of knowledge 
of the occurrence of such Hazardous Substance Condition of Lessor's desire to 
terminate this Lease as of the date sixty (60) days following the date of 
such notice.  In the event Lessor elects to give such notice of Lessor's 
intention to terminate this Lease, Lessee shall have the right within ten 
(10) days after the receipt of such notice to give written notice to Lessor 
of Lessee's commitment to pay for the excess costs of (a) investigation and 
remediation of such Hazardous Substance Condition to the extent required by 
Applicable Requirements, over (b) an amount equal to twelve (12) times the 
then monthly Base Rent or $100,000, whichever is greater.  Lessee shall 
provide Lessor with the funds required of Lessee or satisfactory assurance 
thereof within thirty (30) days following said commitment by Lessee.  In such 
event this Lease shall continue in full force and effect, and Lessor shall 
proceed to make such investigation and remediation as soon as reasonably 
possible after the required funds are available.  If Lessee does not give 
such notice and provide the required funds or assurance thereof within the 
time period specified above, this Lease shall terminate as of the date 
specified in Lessor's notice of termination.  

     9.8  Termination - Advance Payments.  Upon termination of this Lease 
pursuant to this Paragraph 9, Lessor shall return to Lessee any advance 
payment made by Lessee to Lessor and so much of Lessee's Security Deposit as 
has not been, or is not then required to be, used by Lessor under the terms 
of this Lease.  

     9.9  Waiver of Statutes.  Lessor and Lessee agree that the terms of this 
Lease shall govern the effect of any damage to or destruction of the Premises 
and the Building with respect to the termination of this Lease and hereby 
waive the provisions of any present or future statute to the extent it is 
inconsistent therewith.  

10.  Real Property Taxes.  

     10.1  Payment of Taxes.  Lessor shall pay the Real Property Taxes, as 
defined in Paragraph 10.2, applicable to the Industrial Center, and except as 
otherwise provided in Paragraph 10.3, any such amounts shall be included in 
the calculation of Common Area Operating Expenses in accordance with the 
provisions of Paragraph 4.2.  

     10.2  Real Property Tax Definition.  As used herein, the term "Real 
Property Taxes" shall include any form of real estate tax or assessment, 
general, special, ordinary or extraordinary, and any license fee, commercial 
rental tax, improvement bond or bonds, levy or tax (other than inheritance, 
personal income or estate taxes) imposed upon the Industrial Center by any 
authority having the direct or indirect power to tax, including any city, 
state or federal government, or any school, agricultural, sanitary, fire, 
street, drainage, or other improvement district thereof, levied against any 
legal or equitable interest of Lessor in the Industrial Center or any portion 
thereof, Lessor's right to rent or other income therefrom, and/or Lessor's 
business of leasing the Premises.  The term "Real Property Taxes" shall also 
include any tax, fee, levy, assessment or charge, or any increase therein, 
imposed by reason of events occurring, or changes in Applicable Law taking 
effect, during the term of this Lease, including but not limited to a change 
in the ownership of the Industrial Center or in the improvements thereon, the 
execution of this Lease, or any modification, amendment or transfer thereof, 
and whether or not contemplated by the Parties. In calculating Real Property 
Taxes for any calendar year, the Real Property 

                                      18
<PAGE>

Taxes for any real estate tax year shall be included in the calculation of 
Real Property Taxes for such calendar year based upon the number of days 
which such calendar year and tax year have in common.  

     10.3  Additional Improvements.  Common Area Operating Expenses shall not 
include Real Property Taxes specified in the tax assessor's records and work 
sheets as being caused by additional improvements placed upon the Industrial 
Center by other lessees or by Lessor for the exclusive enjoyment of such 
other lessees.  Notwithstanding Paragraph 10.1 hereof, Lessee shall, however, 
pay to Lessor at the time Common Area Operating Expenses are payable under 
Paragraph 4.2, the entirety of any increase in Real Property Taxes if 
assessed solely by reason of Alterations, Trade Fixtures or Utility 
Installations placed upon the Premises by Lessee or at Lessee's request.  

     10.4  Joint Assessment.  If the Building is not separately assessed, 
Real Property Taxes allocated to the Building shall be an equitable 
proportion of the Real Property Taxes for all of the land and improvements 
included within the tax parcel assessed, such proportion to be determined by 
Lessor from the respective valuations assigned in the assessor's work sheets 
or such other information as may be reasonably available.  Lessor's 
reasonable determination thereof, in good faith, shall be conclusive.  

     10.5  Lessee's Property Taxes.  Lessee shall pay prior to delinquency 
all taxes assessed against and levied upon Lessee-Owned Alterations and 
Utility Installations, Trade Fixtures, furnishings, equipment and all 
personal property of Lessee contained in the Premises or stored within the 
Industrial Center.  When possible, Lessee shall cause its Lessee-Owned 
Alterations and Utility Installations, Trade Fixtures, furnishings, equipment 
and all other personal property to be assessed and billed separately from the 
real property of Lessor.  If any of Lessee's said property shall be assessed 
with Lessor's real property, Lessor shall pay Lessor the taxes attributable 
to Lessee's property within ten (10) days after receipt of a written 
statement setting forth the taxes applicable to Lessee's property.  

11.  Utilities.  Lessee shall pay directly for all utilities and services 
supplied to the Premises, including but not limited to electricity, 
telephone, security, gas and cleaning of the Premises, together with any 
taxes thereon.  If any such utilities or services are not separately metered 
to the Premises or separately billed to the Premises, Lessee shall pay to 
Lessor a reasonable proportion to be determined by Lessor of all such charges 
jointly metered or billed with other premises in the Building in the manner 
and within the time periods set forth in Paragraph 4.2(d).  

12.  Assignment and Subletting.

     12.1  Lessor's Consent Required.

          (a) Lessee shall not voluntarily or by operation of law assign, 
transfer, mortgage or otherwise transfer or encumber (collectively, "assign") 
or sublet all or any part of Lessee's interest in this Lease or in the 
Premises without Lessor's prior written consent given under and subject to 
the terms of Paragraph 36.  

          (b) A change in the control of Lessee shall constitute an 
assignment requiring Lessor's consent.  The transfer, on a cumulative basis, 
of twenty-five percent (25%) or more of the voting control of Lessee shall 
constitute a change in control for this purpose.  

          (c) The involvement of Lessee or its assets in any transaction, or 
series of transactions (by way of merger, sale, acquisition, financing, 
refinancing, transfer, leveraged buy-out or otherwise), whether or not a 
formal assignment or hypothecation of this Lease or Lessee's assets occurs, 

                                      19
<PAGE>

which results or will result in a reduction of the Net Worth of Lessee, as 
hereinafter defined, by an amount equal to or greater than twenty-five 
percent (25%) of such Net Worth of Lessee as it was represented to Lessor at 
the time of full execution and delivery of this Lease or at the time of the 
most recent assignment to which Lessor has consented, or as it exists 
immediately prior to said transaction or transactions constituting such 
reduction, at whichever time said Net Worth of Lessee was or is greater, 
shall be considered an assignment of this Lease by Lessee to which Lessor may 
reasonably withhold its consent.  "Net Worth of Lessee" for purposes of this 
Lease shall be the net worth of Lessee (excluding any Guarantors) established 
under generally accepted accounting principles consistently applied.  

          (d) An assignment or subletting of Lessee's interest in this Lease 
without Lessor's specific prior written consent shall, at Lessor's option, be 
a Default curable after notice per Paragraph 13.1, or a non-curable Breach 
without the necessity of any notice and grace period.  If Lessor elects to 
treat such unconsented to assignment or subletting as a non-curable Breach, 
Lessor shall have the right to either:  (i) terminate this Lease, or (ii) 
upon thirty (30) days' written notice ("Lessor's Notice"), increase the 
monthly Base Rent for the Premises to the greater of the then fair market 
rental value of the Premises, as reasonably determined by Lessor, or one 
hundred ten percent (110%) of he Base Rent then in effect.  Pending 
determination of the new fair market rental value, if disputed by Lessee, 
Lessee shall pay the amount set forth in Lessor's Notice, with any 
overpayment credited against the next installment(s) of Base Rent coming due, 
and any underpayment for the period retroactively to the effective date of 
the adjustment being due and payable immediately upon the determination 
thereof.  Further, in the event of such Breach and rental adjustment, (i) the 
purchase price of any option to purchase the Premises held by Lessee shall be 
subject to similar adjustment to the then fair market value as reasonably 
determined by Lessor (without the Lease being considered an encumbrance or 
any deduction for depreciation or obsolescence, and considering the Premises 
at its highest and best use and in good condition) or one hundred ten percent 
(110%) of the price previously in effect, (ii) any index-oriented rental or 
price adjustment formulas contained in this Lease shall be adjusted to 
require that the base index be determined with reference to the index 
applicable to the time of such adjustment, and (iii) any fixed rental 
adjustments scheduled during the remainder of the Lease term shall be 
increased in the same ratio as the new rental bears to the Base Rent in 
effect immediately prior to the adjustment specified in Lessor's Notice.  

          (e) Lessee's remedy for any breach of this Paragraph 12.1 by Lessor 
shall be limited to compensatory damages and/or injunctive relief.  

     12.2  Terms and Conditions Applicable to Assignment and Subletting.

          (a) Regardless of Lessor's consent, any assignment or subletting 
shall not (i) be effective without the express written assumption by such 
assignee or sublessee of the obligations of Lessee under this Lease, (ii) 
release Lessee of any obligations hereunder, nor (iii) after the primary 
liability of Lessee for the payment of Base Rent and other sums due Lessor 
hereunder or for the performance of any other obligations to be performed by 
Lessee under this Lease.  

          (b) Lessor may accept any rent or performance of Lessee's 
obligations from any person other than Lessee pending approval or disapproval 
of an assignment.  Neither a delay in the approval or disapproval of such 
assignment nor the acceptance of any rent for performance shall constitute a 
waiver or estoppel of Lessor's right to exercise its remedies for the Default 
or Breach by Lessee of any of the terms, covenants or conditions of this 
Lease.  

                                      20
<PAGE>

          (c) The consent of Lessor to any assignment or subletting shall not 
constitute a consent to any subsequent assignment or subletting by Lessee or 
to any subsequent or successive assignment or subletting by the assignee or 
sublessee.  However, Lessor may consent to subsequent sublettings and without 
obtaining their consent, and such action shall not relieve such periods from 
liability under this Lease or the sublease.  

          (d) In the event of any Default or Breach of Lessee's obligation 
under this Lease, Lessor may proceed directly against Lessee, any Guarantors 
or anyone else responsible for the performance of the Lessee's obligations 
under this Lease, Lessor may proceed directly against Lessee, any Guarantors 
or anyone else responsible for the performance of the Lessee's obligations 
under this Lease, including any sublessee, without first exhausting Lessor's 
remedies against any other person or entity responsible therefor to Lessor, 
or any security held by Lessor.  

          (e) Each request for consent to an assignment for subletting shall 
be in writing, accompanied by information relevant to Lessor's determination 
as to the financial and operational responsibility and appropriateness of the 
proposed assignee or sublessee, including but not limited to the intended use 
and/or required modification of the Premises, if any, together with a 
non-refundable deposit of $1,000 or ten percent (10%) of the monthly Base 
Rent applicable to the portion of the Premises which is the subject of the 
proposed assignment or sublease, whichever is greater, as reasonable 
consideration for Lessor's considering and processing the request for 
consent.  Lessee agrees to provide Lessor with such other or additional 
information and/or documentation as may be reasonably requested by Lessor.  

          (f) Any assignee of, or sublessee under, this Lease shall, by 
reason of accepting such assignment or entering into such sublease, be 
deemed, for the benefit of Lessor, to have assumed and agreed to conform and 
comply with each and every term, covenant, condition and obligation herein to 
be observed or performed by Lessee during the term of said assignment or 
sublease, other than such obligations are as contrary to or inconsistent with 
provisions of an assignment or sublease to which Lessor has specifically 
consented in writing.  

          (g) The occurrence of a transaction described in Paragraph 12.2(c) 
shall give Lessor the right (but not the obligation) to require that the 
Security Deposit be increased by an amount equal to six (6) times the then 
monthly Base Rent, and Lessor may make the actual receipt by Lessor of the 
Security Deposit increase a condition to Lessor's consent to such 
transaction.  

          (h) Lessor, as a condition to giving its consent to any assignment 
or subletting, may require that the amount and adjustment schedule of the 
rent payable under this Lease be adjusted to what is then the market value 
and/or adjustment schedule for property similar to the Premises as then 
constituted, as determined by Lessor.  

     12.3  Additional Terms and Conditions Applicable to Subletting.  The 
following terms and conditions shall apply to any subletting by Lessee of all 
or any part of the Premises and shall be deemed included in all subleases 
under this Lease whether or not expressly incorporated therein:  

          (a) Lessee hereby assigns and transfers to Lessor all of Lessee's 
interest in all rentals and income arising from any sublease of all or a 
portion of the Premises heretofore or hereafter made by Lessee, and Lessor 
may collect such rent and income and apply same toward Lessee's obligations 
under this Lease; provided, however, that until a Breach (as defined in 
Paragraph 13.1) shall occur in the performance of 

                                      21
<PAGE>

Lessee's obligations under this Lease, Lessee may, except as otherwise 
provided, however, that until a Breach (as defined in Paragraph 13.1) shall 
occur in the performance of Lessee's obligations under this Lease, Lessee 
may, except as otherwise provided in this Lease, receive, collect and enjoy 
the rents accruing under such sublease.  Lessor shall not, by reason of the 
foregoing provision or any other assignment of such sublease to Lessor, nor 
by reason of the collection of the rents from a sublessee, be deemed liable 
to the sublessee for any failure of Lessee to perform and comply with any of 
Lessee's obligations to such sublessee under such Sublease.  Lessee hereby 
irrevocably authorizes and directs any such sublessee, upon receipt of a 
written notice from Lessor stating that a Breach exists in the performance of 
Lessee's obligations under this Lease, to pay to Lessor the rents and other 
charges due and to become due under the sublease.  Sublessee shall rely upon 
any such statement and request from Lessor and shall pay such rents and other 
charges to Lessor without any obligation or right to inquire as to whether 
such Breach exists and notwithstanding any notice from or claim from Lessee 
to the contrary.  Lessee shall have no right or claim against such sublessee, 
or, until the Breach has been cured, against Lessor, for any such rents and 
other charges so paid by said sublessee to Lessor.  

          (b) In the event of a Breach by Lessee in the performance of its 
obligations under this Lease, Lessor, at its option and without any 
obligation to do so, may require any sublessee to attorn to Lessor, in which 
event Lessor shall undertake the obligations of the sublessor under such 
sublease from the time of the exercise of said option to the expiration of 
such sublease; provided, however, Lessor shall not be liable for any prepaid 
rents or security deposit paid by such sublessee to such sublessor or for any 
other prior defaults or breaches of such sublessor under such sublease.  

          (c) Any matter or thing requesting the consent of the sublessor 
under a sublease shall also require the consent of Lessor herein.  

          (d) No sublessee under a sublease approved by Lessor shall further 
assign or sublet all or any part of the Premises without Lessor's prior 
written consent.  

          (e) Lessor shall deliver a copy of any notice of Default or Breach 
by Lessee to the sublessee, who shall have the right to cure the Default of 
Lessee within the grace period, if any, specified in such notice.  The 
sublessee shall have a right of reimbursement and offset from and against 
Lessee for any such Defaults cured by the sublessee.  

13.  Default; Breach; Remedies.

     13.1  Default; Breach.  Lessor and Lessee agree that if an attorney is 
consulted by Lessor in connection with a Lessee Default or Breach (as 
hereinafter defined), $350.00 is a reasonable minimum sum per such occurrence 
for legal services and costs in the preparation and service of a notice of 
Default, and that Lessor may include the cost of such services and costs in 
said notice as rent due and payable to cure said default.  A "Default" by 
Lessee is defined as a failure by Lessee to observe, comply with or perform 
any of the terms, covenants, conditions or rules applicable to Lessee under 
this Lease.  A "Breach" by Lessee is defined as the occurrence of any one or 
more of the following Defaults, and, where a grace period for cure after 
notice is specified herein, the failure by Lessee to cure such Default prior 
to the expiration of the applicable grace period, and shall entitle Lessor to 
pursue the remedies set forth in Paragraphs 13.2 and/or 13.3:  

          (a) The vacating of the Premises without the intention to reoccupy 
same, or the abandonment of the Premises.  

          (b) Except as expressly otherwise provided in this Lease, the 
failure by Lessee to make any payment of Base Rent, Lessee's Share of Common 
Area Operating Expenses, or any other 

                                      22
<PAGE>

monetary payment required to be made by Lessee hereunder as and when due, the 
failure by Lessee to provide Lessor with reasonable evidence of insurance or 
surety bond required under this Lease, or the failure of Lessee to fulfill 
any obligation under this Lease which endangers or threatens life or 
property, where such failure continues for a period of three (3) days 
following written notice thereof by or on behalf of Lessor to Lessee.  

          (c) Except as expressly otherwise provided in this Lease, the 
failure by Lessee to provide Lessor with reasonable written evidence (in duly 
executed original form, if applicable) of (i) compliance with Applicable 
Requirements per Paragraph 6.3, (ii) the inspection, maintenance and service 
contracts required under Paragraph 7.1(b), (iii) the rescission of an 
unauthorized assignment or subletting per Paragraph 12.1, (iv) a Tenancy 
Statement per Paragraphs 16 or 37, (v) the subordination or non-subordination 
of this Lease per Paragraph 30, (vi) the guaranty of the performance of 
Lessee's obligations under this Lease if required under Paragraphs 1.11 and 
37, (vii) the execution of any document requested under Paragraph 42 
(easements), or (viii) any other documentation or information which Lessor 
may reasonably require of Lessee under the terms of this lease, where any 
such failure continues for a period of ten (10) days following written notice 
by or on behalf of Lessor to Lessee.  

          (d) A Default by Lessee as to the terms, covenants, conditions or 
provisions of this Lease, or of the rules adopted under Paragraph 40 hereof 
that are to be observed, complied with or performed by Lessee, other than 
those described in Subparagraphs 13.1(a), (b) or (c), above, where such 
Default continues for a period of thirty (30) days after written notice 
thereof by or on behalf of Lessor Lessee; provided, however, that if the 
nature of Lessee's Default is such that more than thirty (30) days are 
reasonably required for its cure, then it shall not be deemed to be a Breach 
of this Lease by Lessee if Lessee commences such cure within said thirty (30) 
day period and thereafter diligently prosecutes such cure to completion.  

          (e) The occurrence of any of the following events:  (i) the making 
by Lessee of any general arrangement or assignment for the benefit of 
creditors; (ii) Lessee's becoming a "debtor" as defined in 11 U.S. Code 
Section 101 or any successor statute thereto (unless, in the case of a 
petition filed against Lessee, the same is dismissed within sixty (60) days); 
(iii) the appointment of a trustee or receiver to take possession of 
substantially all of Lessee's assets located at the Premises or of Lessee's 
interest in this Lease, where possession is not restored to Lessee within 
thirty (30) days; or (iv) the attachment, execution or other judicial seizure 
of substantially all of Lessee's assets located at the Premises or of 
Lessee's interest in this Lease, where such seizure is not discharged within 
thirty (30) days; provided, however, in the event that any provision of this 
Subparagraph 13.1(e) is contrary to any applicable law, such provision shall 
be of no force or effect, and shall not affect the validity of the remaining 
provisions.  

          (f) The discovery by Lessor that any financial statement of Lessee 
or of any Guarantor, given to Lessor by Lessee or any Guarantor, was 
materially false.  

          (g) If the performance of Lessee's obligations under this Lease is 
guaranteed:  (i) the death of a Guarantor, (ii) the termination of a 
Guarantor's liability with respect to this Lease other than in accordance 
with the terms of such guaranty, (iii) a Guarantor's becoming insolvent or 
the subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor the 
guaranty, or (v) a Guarantor's breach of its guaranty obligation on an 
anticipatory breach basis, and Lessee's failure, within sixty (60) days 
following written notice by or on behalf of Lessor to Lessee of any such 
event, to provide Lessor with written alternative assurances of security, 
which, when coupled with the then existing resources of 

                                      23
<PAGE>

Lessee, equals or exceeds the combined financial resources of Lessee and the 
Guarantors that existed at the time of execution of this Lease.  

     13.2  Remedies.  If Lessee fails to perform any affirmative duty or 
obligation of Lessee under this Lease, within ten (10) days after written 
notice to Lessee (or in case of an emergency, without notice), Lessor may at 
its option (but without obligation to do so), perform such duty or obligation 
on Lessee's behalf, including but not limited to the obtaining of reasonably 
required bonds, insurance policies, or governmental licenses, permits or 
approvals.  The costs and expenses of any such performance by Lessor shall be 
due and payable by Lessee to Lessor upon invoice therefor.  If any check 
given to Lessor by Lessee shall not be honored by the bank upon which it is 
drawn, Lessor, at its own option, may require all future payments to be made 
under this Lease by Lessee to be made only by cashier's check.  In the event 
of a Breach of this Lease by Lessee (as defined in Paragraph 13.1), with or 
without further notice or demand, and without limiting Lessor in the exercise 
of any right or remedy which Lessor may have by reason of such Breach, Lessor 
may:  

          (a) Terminate Lessee's right to possession of the Premises by any 
lawful means, in which case this Lease and the term hereof shall terminate 
and Lessee shall immediately surrender possession of the Premises to Lessor.  
In such event Lessor shall be entitled to recover from Lessee:  (i) the worth 
at the time of the award of the unpaid rent which had been earned at the time 
of termination; (ii) the worth at the time of award of the amount by which 
the unpaid rent which would have been earned after termination until the time 
of award of the amount by which the unpaid rent for the balance of the term 
after the time of award exceeds the amount of such rental loss that the 
Lessee proves could have been reasonably avoided; (iii) the worth at the time 
of award of the amount by which the unpaid rent for the balance of the term 
after the time of award exceeds the amount of such rental loss that the 
Lessee proves could be reasonably avoided; and (iv) any other amount 
necessary to compensate Lessor for all the detriment proximately caused by 
the Lessee's failure to perform its obligations under this Lease or which in 
the ordinary course of things would be likely to result therefrom, including 
but not limited to the cost of recovery possession of the Premises, expenses 
of reletting, including necessary renovation and alteration of the Premises, 
reasonable attorneys' fees, and that portion of any leasing commission paid 
by Lessor in connection with this Lease applicable to the unexpired term of 
this Lease.  The worth at the time of award of the amount referred to in 
provision, (iii) of the immediately preceding sentence shall be computed by 
discounting such amount at the discount rate of the Federal Reserve Bank of 
San Francisco or the Federal Reserve Bank District in which the Premises are 
located at the time of award plus one percent (1%).  Efforts by Lessor to 
mitigate damages caused by Lessee's Default or Breach of this Lease shall not 
waive Lessor's right to recover damages under this Paragraph 13.2.  If 
termination of this Lease is obtained through the provisional remedy of 
unlawful detainer, Lessor shall have the right to recover in such proceeding 
the unpaid rent and damages as are recoverable therein, or Lessor may reserve 
the right to recover all or any part thereof in a separate suit for such rent 
and/or damages.  If a notice and grace period required under Subparagraph 
13.1(b), (c) or (d) was not previously given, a notice to pay rent or quit, 
or to perform or quit, as the case may be, given to Lessee under any statute 
authorizing the forfeiture of leases for unlawful detainer shall also 
constitute the applicable notice for grace period purposes required by 
Subparagraph 13.1(b), (c) or (d).  In such case, the applicable grace period 
under the unlawful detainer statute shall run concurrently after the one such 
statutory notice, and the failure of Lessee to cure the Default within the 
greater of the two (2) such grace periods shall constitute both an unlawful 
detainer and a Breach of this Lease entitling Lessor to the remedies provided 
for in this Lease and/or by said statute.  

          (b) Continue the Lease and Lessee's right to possession in effect 
(in California Civil Code Section 1951.4) after Lessee's Breach and recover 
the rent as it becomes due, provided Lessee has 

                                      24
<PAGE>

the right to sublet or assign, subject only to reasonable limitations.  
Lessor and Lessee agree that the limitations on assignment and subletting in 
this Lease are reasonable.  Acts of maintenance or preservation, efforts to 
relet the Premises, or the appointment of a receiver to protect the Lessor's 
Interest under this Lease, shall not constitute a termination of the Lessee's 
right to possession.  

          (c) Pursue any other remedy now or hereafter available to Lessor 
under the laws or judicial decisions of the state wherein the Premises are 
located.  

          (d) The expiration or termination of this Lease and/or the 
termination of Lessee's right to possession shall not relieve Lessee from 
liability under any indemnity provisions of this Lease as to matters 
occurring or accruing during the term hereof or by reason of Lessee's 
occupancy of the Premises.  

     13.3  Inducement Recapture in Event of Breach.  Any agreement by Lessor 
for free or abated rent or other charges applicable to the Premises, or for 
the giving or paying by Lessor to or for Lessee of any cash or other bonus, 
inducement or consideration for Lessee's entering into this Lease, all of 
which concessions are hereinafter referred to as "Inducement Provisions" 
shall be deemed conditioned upon Lessee's full and faithful performance of 
all of the terms, covenants and conditions of this Lease to be performed or 
observed by Lessee during the term hereof as the same may be extended.  Upon 
the occurrence of a Breach (as defined in Paragraph 13.1) of this Lease by 
Lessee, any such Inducement Provision shall automatically be deemed deleted 
from this Lease and of no further force or effect, and any rent, other 
charge, bonus, inducement or consideration theretofore abated, given or paid 
by Lessor under such an Inducement Provision shall be immediately due and 
payable by Lessee to Lessor, and recoverable by Lessor, as additional rent 
due under this Lease, notwithstanding any subsequent cure of said Breach by 
Lessee.  The acceptance by Lessor of rent or the cure of the Breach which 
initiated the operation of this Paragraph 13.3 shall not be deemed a waiver 
by Lessor of the provisions of this Paragraph 13.3 unless specifically so 
stated in writing by Lessor at the time of such acceptance.  

     13.4  Late Charges.  Lessee hereby acknowledges that late payment by 
Lessee to Lessor of rent and other sums due hereunder will cause Lessor to 
incur costs not contemplated by this Lease, the exact amount of which will be 
extremely difficult to ascertain.  Such costs include, but are not limited 
to, processing and accounting charges, and late charges which may be imposed 
upon Lessor by the terms of any ground lease, mortgage or deed of trust 
covering the Premises.  Accordingly, if any installment of rent or other sum 
due from Lessee shall not be received by Lessor or Lessor's designee within 
ten (10) days after such amount shall be due, then, without any requirement 
for notice to Lessee, Lessee shall pay to Lessor a late charge equal to six 
percent (6%) of such overdue amount.  The parties hereby agree that such late 
charge represents a fair and reasonable estimate of the costs Lessor will 
incur by reason of late payment by Lessee.  Acceptance of such late charge by 
Lessor shall in no event constitute a waiver of Lessee's Default or Breach 
with respect to such overdue amount, nor prevent Lessor from exercising any 
of the other rights and remedies granted hereunder.  In the event that a late 
charge is payable hereunder, whether or not collected, for three (3) 
consecutive installments of Base Rent, then notwithstanding Paragraph 4.1 or 
any other provision of this Lease to the contrary, Base Rent shall, at 
Lessor's option, become due and payable quarterly in advance.  

     13.5  Breach by Lessor.  Lessor shall not be deemed in breach of this 
lease unless Lessor fails within a reasonable time to perform an obligation 
required to be performed by Lessor.  For purposes of this Paragraph 13.5, a 
reasonable time shall in no event be less than thirty (30) days after receipt 
by Lessor, and by any Lender(s) whose name and address shall have been 
furnished to Lessee in writing for such purpose, of written notice specifying 
wherein such obligation of Lessor has not been performed; 

                                      25
<PAGE>

provided, however, that if the nature of Lessor's obligation is such that 
more than thirty (30) days after such notice are reasonably required for its 
performance, then Lessor shall not be in breach of this Lease if performance 
is commenced within such thirty (30) day period and thereafter diligently 
pursue to completed.

14.  Condemnation.  If the Premises or any portion thereof are taken under 
the power of eminent domain or sold under the threat of the exercise of said 
power (all of which are herein called "condemnation"), this Lease shall 
terminate as to the part so taken as of the date the concerning authority 
takes title or possession, whichever first occurs.  If more than ten percent 
(10%) of the floor area of the Premises, or more than twenty-five (25%) of 
the portion of the Common Areas designated for Lessee's parking, is taken by 
condemnation, Lessee may, at Lessee's option, to be exercised in writing 
within ten (10) days after Lessor shall have given Lessee written notice of 
such taking (or in the absence of such notice, within ten (10) days after the 
condemning authority shall have taken possession) terminate this Lease as of 
the date the condemning authority takes such possession.  If Lessee does not 
terminate this Lease in accordance with the foregoing, this Lease shall 
remain in full force and effect as to the portion of the Premises remaining, 
except that the Base Rent shall be reduced in the same proportion as the 
rentable floor area of the Premises taken bears to the total rentable floor 
area of the Premises.  No reduction of Base Rent shall occur if the 
condemnation does not apply to any portion of the Premises.  Any award for 
the taking of all or any part of the Premises under the power of eminent 
domain or any payment made under threat of the exercise of such power shall 
be the property of Lessor, whether such award shall be made as compensation 
for diminution of value of the leasehold or for the taking of the fee, or as 
severance damages; provided, however, that Lessee shall be entitled to any 
compensation for diminution of value of the leasehold or for the taking of 
the fee, or as severance damages; provided, however, that Lessee shall be 
entitled to any compensation, separately awarded to Lessee for Lessee's 
relocation expenses and/or loss of Lessee's Trade Fixtures.  In the event 
that this Lease is not terminated by reason of such condemnation, Lessor 
shall to the extent of its net severance damages received, over and above 
Lessee's Share of the legal and other expenses incurred by Lessor in the 
condemnation matter, repair any damage to the Premises caused by such 
condemnation authority.  Lessee shall be responsible for the payment of any 
amount in excess of such net severance damages required to complete such 
repair.

15.  Brokers' Fees.

     15.1  Procuring Cause.  The Broker(s) named in Paragraph 1.10 is/are the 
procuring cause of this Lease.  

     15.2  Assumption of Obligations.  Any buyer or transferee of Lessor's 
interest in this Lease, whether such transfer is by agreement or by operation 
of law, shall be deemed to have assumed Lessor's obligation under this 
Paragraph 15.  Each Broker shall be an intended third party beneficiary of 
the provisions of Paragraph 1.10 and of this Paragraph 15 to the extent o 
fits interest in any commission arising from this Lease and may enforce that 
right directly against Lessor and its successors.  

     15.3  Representations and Warranties.  Lessee and Lessor each represent 
and warrant to the other that it has had no dealings with any person, firm, 
broker or finder other than as named in Paragraph 1.10(a) in connection with 
the negotiation of this Lease and/or the consummation of the transaction 
contemplated hereby, and that no broker or other person, firm or entity other 
than said named Broker(s) is entitled to any commission or finder's fee in 
connection with said transaction.  Lessee and Lessor do each hereby agree to 
indemnify, protect, defend and hold the other harmless from and against 
liability for compensation or charges which may be claimed by any such 
unnamed broker, finder or other similar 


                                      26

<PAGE>

party by reason of any dealings or actions of the Indemnifying Party, 
including any costs, expenses, and/or attorneys' fees reasonably incurred 
with respect thereto.  

16.  Tenancy and Financial Statements.

     16.1  Tenancy Statement.  Each Party (as "Responding Party") shall within 
ten (10) days after written notice from the other Party (the "Requesting 
Party") execute, acknowledge and deliver to the Requesting Party a statement 
in writing in a form similar to the then most current "Tenancy Statement" 
form published by the American Industrial Real Estate Association, plus such 
additional information, confirmation and/or statements as may be reasonably 
required by the Requesting Party.  

     16.2  Financial Statement.  If Lessor desire to finance, refinance, or 
sell the Premises or the Building, or any part thereof, Lessee and all 
Guarantors shall deliver to any potential lender or purchaser designated by 
Lessor such financial statements of Lessee and such Guarantors as may be 
reasonably required by such lender or purchaser, including but not limited to 
Lessee's financial statements for the past three (3) years.  All such 
financial statements shall be received by Lessor and such lender or purchaser 
in confidence and shall be used only for the purposes herein set forth.  

17.  Lessor' Liability.  The term "Lessor" as used herein shall mean the 
owner or owners at the time in question of the fee title to the Premises.  In 
the event of a transfer of Lessor's title or interest in the Premises or in 
this Lease, Lessor shall deliver to the transferee or assignee (in cash or by 
credit) any unused Security Deposit, held by Lessor at the time of such 
transfer or assignment.  Except as provided in Paragraph 15.3, upon such 
transfer or assignment and delivery of the Security Deposit, as aforesaid, 
the prior Lessor shall be relieved of all liability with respect to the 
obligations and/or covenants under this Lease thereafter to be performed by 
the Lessor.  Subject to the foregoing, the obligations and/or covenants in 
this Lease to be performed by the Lessor shall be binding on upon the Lessor 
as hereinabove defined.  

18.  Severability.  The invalidity of any provision of this Lease, as 
determined by a court of competent jurisdiction, shall in no way affect the 
validity of any other provision hereof.  

19.  Interest on Past-Due Obligations.  Any monetary payment due Lessor 
hereunder, other than late charges, not received by Lessor within ten (10) 
days following the date on which it was due, shall bear interest from the 
date due at the prime rate charged by the largest state chartered bank in the 
state in which the Premises are located plus four percent (4%) per annum, but 
not exceeding the maximum rate allowed by law, in addition to the potential 
late charge provided for in Paragraph 13.4.  

20.  Time of Essence.  Time is of the essence with respect to the performance 
of all obligations to be performed or observed by the Parties under this 
Lease.  

21.  Rent Defined.  All monetary obligations of Lessee to Lessor under the 
terms of this Lease are deemed to be rent.  

22.  No Prior or other Agreements; Broker Disclaimer.  This Lease contains 
all agreements between the Parties with respect to any matter mentioned 
herein, and no other prior or contemporaneous agreement or understanding 
shall be effective.  Lessor and Lessee each represents and warrants to the 
Brokers that it has made, and is relying solely upon, its own investigation 
as to the nature, quality, character and financial responsibility of the 
other Party to this Lease and as to the nature, quality and character of the 
Premises.  Brokers have no responsibility with respect thereto or with regard 
to any 


                                      27

<PAGE>

default or breach hereof by either Party.  Each Broker shall be an intended 
third party beneficiary of the provisions of this Paragraph 22.  

23.  Notices.  

     23.1  Notice Requirements.  All notices required or permitted by this 
Lease shall be in writing and may be delivered in person (by hand or by 
messenger or courier service) or may be sent by regular, certified or 
registered mail or U.S. Postal Service Express Mail, with postage prepaid, or 
by facsimile transmission during normal business hours, and shall be deemed 
sufficiently given if served in a manner specified in this Paragraph 23.  The 
addresses noted adjacent to a Party's signature on this Lease shall be that 
Party's address for delivery or mailing of notice purposes.  Either Party may 
be written notice to the other specify a different address for notice 
purposes, except that upon Lessee's taking possession of the Premises, the 
Premises shall constitute Lessee's address for the purpose of mailing or 
delivering notices to Lessee.  A copy of all notices required or permitted to 
be given to Lessor hereunder shall be concurrently transmitted to such party 
or parties at such addresses as Lessor may from time to time hereafter 
designate by written notice to Lessee.  

     23.3  Date of Notice.  Any notice sent by registered or certified mail, 
return receipt requested, shall be deemed given on the date of delivery shown 
on the receipt card, or if no delivery date is shown, the postmark thereon.  
If sent by regular mail, the notice shall be deemed given forty-eight (48) 
hours after the same is addressed as required herein and mailed with postage 
prepaid.  Notices delivered by United States Express Mail or overnight 
courier that guarantees next day delivery shall be deemed given twenty-four 
(24) hours after delivery of the same to the United States Postal Service or 
courier.  If any notice is transmitted by facsimile transmission or similar 
means, the same shall be deemed served or delivered upon telephone or 
facsimile confirmation of receipt of the transmission thereof, provided a 
copy is also delivered via delivery or mail.  If notice is received on a 
Saturday or a Sunday or a legal holiday, it shall be deemed received on the 
next business day.  

24.  Waivers.  No waiver by Lessor of the Default or Breach of any term, 
covenant or condition hereof by Lessee, shall be deemed a waiver of any other 
term, covenant or condition hereof, or of any subsequent Default or Breach by 
Lessee of the same or any other term, covenant or condition hereof.  Lessor's 
consent to, or approval of, any such act shall not be deemed to render 
unnecessary the obtaining of Lessor's consent to, or approval of, any 
subsequent or similar act by Lessee, or be construed as the basis of an 
estoppel to enforce the provision or provisions of this Lease requiring such 
consent.  Regardless of Lessor's knowledge of a Default or Breach at the time 
of accepting rent, the acceptance of rent by Lessor shall not be a waiver of 
any Default or Breach by Lessee of any provision hereof.  Any payment given 
Lessor by Lessee may be accepted by Lessor on account of moneys or damages 
due Lessor, notwithstanding any qualifying statements or conditions made by 
Lessee in connection therewith, which such statements and/or conditions shall 
be of no force or effect whatsoever unless specifically agreed to in writing 
by Lessor at or before the time of deposit of such payment.  

25.  Recording.  Either Lessor or Lessee shall, upon request of the other, 
execute, acknowledge and deliver to the other a short form memorandum of this 
Lease for recording purposes.  The Party requesting recordation shall be 
responsible for payment of any fees or taxes applicable thereto.  

26.  No Right To Holdover.  Lessee has no right to retain possession of the 
Premises or any part thereof beyond the expiration or earlier termination of 
this Lease.  In the event that Lessee holds over in violation of this 
Paragraph 26 then the Base Rent payable from and after the time of the 
expiration or earlier termination of this Lease shall be increased to two 
hundred percent (200%) of the Base Rent 


                                      28

<PAGE>

applicable during the month immediately preceding such expiration or earlier 
termination.  Nothing contained herein shall be construed as a consent by 
Lessor to any holding over by Lessee.  

27.  Cumulative Remedies.  No remedy or election hereunder shall be deemed 
exclusive but shall, wherever possible, be cumulative with all other remedies 
at law or in equity.  

28.  Covenants and Conditions.  All provisions of this Lease to be observed 
or performed by Lessee are both covenants and conditions.  

29.  Binding Effect; Choice of Law.  This Lease shall be binding upon the 
Parties, their personal representatives, successors and assigns and be 
governed by the laws of the State in which the Premises are located.  Any 
litigation between the Parties hereto concerning this Lease shall be 
initiated in the county in which the Premises are located.  

30.  Subordination; Attornment; Non-Disturbance.  

     30.1  Subordination.  This Lease and any Option granted hereby shall be 
subject and subordinate to any ground lease, mortgage, deed of trust, or 
other hypothecation or security device (collectively, "Security Device"), now 
or hereafter placed by Lessor on the real property of which the Premises are 
a part, to any and all advances made on the security thereof, and to all 
renewals, modifications, consolidations, replacements and extensions thereof. 
Lessee agrees that the Lenders holding any such Security Device shall have 
no duty, liability or obligation to perform any of the obligations of Lessor 
under this Lease, but that in the event of Lessor's default with respect to 
any such obligation, Lessee will give any Lender whose name and address have 
been furnished Lessee in writing for such purpose notice of Lessor's default 
pursuant to Paragraph 13.5.  If any Lender shall elect to have this Lease 
and/or any Option granted hereby superior to the lien of its Security Device 
and shall give written notice thereof to Lessee, this Lease and such Options 
shall be deemed prior to such Security Device, notwithstanding the relative 
dates of the documentation or recordation thereof.  

     30.2  Attornment.  Subject to the non-disturbance provisions of 
Paragraph 30.3, Lessee agrees to attorn to a Lender or any other party who 
acquires ownership of the Premises by reason of a foreclosure of a Security 
Device, and that in the event of such foreclosure, such new owner shall not:  
(i) be liable for any act or omission of any prior lessor or with respect to 
events occurring prior to acquisition of ownership, (ii) be subject to any 
offsets or defenses which Lessee might have against any prior lessor, or 
(iii) be bound by prepayment of more than one month's rent.  

     30.3  Non-Disturbance.  With respect to Security Devices entered into by 
Lessor after the execution of this lease, Lessee's possession and this Lease, 
including any options to extend the term hereof, will not be disturbed so 
long as Lessee is not in Breach hereof and attorns to the record owner of the 
Premises.  

     30.4  Self-Executing.  The agreements contained in this Paragraph 30 
shall be effective without the execution of any further documents; provided, 
however, that upon written request from Lessor or a Lender in connection with 
a sale, financing or refinancing of Premises, Lessee and Lessor shall execute 
such further writings as may be reasonably required to separately document 
any such subordination or non-subordination, attornment and/or 
non-disturbance agreement as is provided for herein.  


                                      29

<PAGE>


31.  Attorneys' Fees.  If any Party or Broker brings an action or proceeding 
to enforce the terms hereof or declare rights hereunder, the Prevailing Party 
(as hereafter defined) in any such proceeding, action, or appeal thereon, 
shall be entitled to reasonable attorneys' fees.  Such fees may be awarded in 
the same suit or recovered in a separate suit, whether or not such action or 
proceeding is pursued to decision or judgment.  The term "Prevailing Party" 
shall include, without limitation, a Party or Broker who substantially 
obtains or defeats the relief sought, as the case may be, whether by 
compromise, settlement, judgment, or the abandonment by the other Party or 
Broker of its claim or defense.  The attorneys' fee award shall not be 
computed in accordance with any court fee schedule, but shall be such as to 
fully reimburse all attorneys' fees reasonably incurred.  Lessor shall be 
entitled to attorneys' fees, costs and expenses incurred in preparation and 
service of notices of Default and consultations in connection therewith, 
whether or not a legal action is subsequently commenced in connection with 
such Default or resulting Breach.  Broker(s) shall be intended third party 
beneficiaries of this Paragraph 31.  

32.  Lessor's Access; Showing Premises; Repairs.  Lessor and Lessor's agents 
shall have the right to enter the Premises at any time, in the case of an 
emergency, and otherwise at reasonable times for the purpose of showing the 
same to prospective purchasers, lenders, or lessees, and making such 
alterations, repairs, improvements or additions to the Premises or to the 
Building, as Lessor may reasonably deem necessary.  Lessor may at any time 
place on or about the Premises or Building any ordinary "For Sale" signs and 
Lessor may at any time during the last one hundred eighty (180) days of the 
term hereof place on or about the Premises any ordinary "For Lease" signs.  
All such activities of Lessor shall be without abatement of rent or liability 
to Lessee.

33.  Auctions.  Lessee shall not conduct, nor permit to be conducted, either 
voluntarily or involuntarily, any auction upon the Premises without first 
having obtained Lessor's prior written consent.  Notwithstanding anything to 
the contrary in this Lease, Lessor shall not be obligated to exercise any 
standard of reasonableness in determining whether to grant such consent.  

34.  Signs.  Lessee shall not place any sign upon the exterior of the 
Premises or the Building, except that Lessee may, with Lessor's prior written 
consent, install (but not on the roof) such signs as are reasonably required 
to advertise Lessee's own business so long as such signs are in a location 
designated by Lessor and comply with Applicable Requirements and the signage 
criteria established for the Industrial Center by Lessor.  The installation 
of any sign on the Premises by or for Lessee shall be subject to the 
provisions of Paragraph 7 (Maintenance, Repairs, Utility Installations, Trade 
Fixtures and Alterations).  Unless otherwise expressly agreed herein, Lessor 
reserves all rights to the use of the roof of the Building, and the right to 
install advertising signs on the Building, including the roof, which do not 
unreasonably interfere with the conduct of Lessee's business; Lessor shall be 
entitled to all revenues from such advertising signs.  

35.  Termination; Merger.  Unless specifically stated otherwise in writing by 
Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual 
termination or cancellation hereof, or a termination hereof by Lessor for 
Breach by Lessee, shall automatically terminate any sublease or lesser estate 
in the Premises; provided, however, Lessor shall, in the event of any such 
surrender, termination or cancellation, have the option to continue any one 
or all of any existing subtenancies.  Lessor's failure within ten (10) days 
following any such event to make a written election to the contrary by 
written notice to the holder of any such lesser interest, shall constitute 
Lessor's election to have such event constitute the termination of such 
interest.  


                                      30

<PAGE>


36.  Consents.  

     (a)  Except for Paragraph 33 hereof (Auctions) or as otherwise provided 
herein, wherever in this Lease the consent of a Party is required to an act 
by or for the other Party, such consent shall not be unreasonably withheld or 
delayed.  Lessor's actual reasonable costs and expenses (including but not 
limited to architects', attorneys', engineers' and other consultants' fees) 
incurred in the consideration of, or response to, a request by Lessee for any 
Lessor consent pertaining to this Lease or the Premises, including but not 
limited to consents to an assignment a subletting or the presence or use of a 
Hazardous Substance, shall be paid by Lessee to Lessor upon receipt of an 
invoice and supporting documentation therefor.  In addition to the deposit 
described in Paragraph 12.2(e), Lessor may, as a condition to considering any 
such request by Lessee, require that Lessee deposit with Lessor an amount of 
money (in addition to the Security Deposit held under Paragraph 5) reasonably 
calculated by Lessor to represent the cost Lessor will incur in considering 
and responding to Lessee's request.  Any unused portion of said deposit shall 
be refunded to Lessee without interest.  Lessor's consent to any act, 
assignment of this Lease or subletting of the Premises by Lessee shall not 
constitute an acknowledgment that no Default or Breach by Lessee of this 
Lease exists, nor shall such consent be deemed a waiver of any then existing 
Default or Breach, except as may be otherwise specifically stated in writing 
by Lessor at the time of such consent.  

     (b)  All conditions to Lessor's consent authorized by this Lease are 
acknowledged by Lessee as being reasonable.  The failure to specify herein 
any particular condition to Lessor's consent shall not preclude the 
impositions by Lessor at the time of consent of such further or other 
conditions as are then reasonable with reference to the particular matter for 
which consent is being given.  

37.  Guarantor.  

     37.1  Form of Guaranty.  If there are to be any Guarantors of this Lease 
per Paragraph 1.11, the form of the guaranty to be executed by each such 
Guarantor shall be in the form most recently published by the American 
Industrial Real Estate Association, and each such Guarantor shall have the 
same obligations as Lessee under this Lease, including but not limited to the 
obligation to provide the Tenancy Statement and information required in 
Paragraph 16.  

     37.2  Additional Obligations of Guarantor.  It shall constitute a 
Default of the Lessee under this Lease if any such Guarantor fails or 
refuses, upon reasonable request by Lessor to give:  (a) evidence of the due 
execution of the guaranty called for by this Lease, including the authority 
of the Guarantor (and of the party signing on Guarantor's behalf) to obligate 
such Guarantor on said guaranty, and resolution of its board of directors 
authorizing the making of such guaranty, together with a certificate of 
incumbency showing the signatures of the persons authorized to sign on its 
behalf, (b) current financial statements of Guarantor as may from time to 
time be requested by Lessor, (c) a Tenancy Statement, or (d) written 
confirmation that the guaranty is still in effect. 

38.  Quiet Possession.  Upon payment by Lessee of the rent for the Premises 
and the performance of all of the covenants, conditions and provisions on 
Lessee's part to be observed and performed under this Lease, Lessee shall 
have quiet possession of the Premises for the entire term hereof subject to 
all of the provisions of this Lease.  


                                      31

<PAGE>

39.  Options.

     39.1  Definition.  As used in this Lease, the word "Option" has the 
following meaning: (a) the right to extend the term of this Lease or to renew 
this lease or to extend or renew any lease that Lessee has on other property 
of Lessor; (b) the right of first refusal to lease the Premises or the right 
of first offer to lease the Premises or the right of first refusal to lease 
other property of lessor or the right of first offer to lease other property 
of Lessor; (c) the right to purchase the Premises, or the right of first 
refusal to purchase the Premises, or the right of first offer to purchase the 
Premises, or the right to purchase other property of Lessor, or the right of 
first refusal to purchase other property of lessor, or the right of first 
offer to purchase other property of Lessor.

     39.2  Options Personal to Original Lessee.  Each Option granted to 
Lessee in this lease is personal to the original Lessee named in Paragraph 
1.1 hereof, and cannot be voluntarily or involuntarily assigned or exercised 
by any person or entity other than said original lessee while the original 
Lessee is in full and actual possession of the premises and without the 
intention of thereafter assigning or subletting.  The options, if any, herein 
granted to Lessee are not assignable, either as part of an assignment of this 
Lease or separately or apart therefrom, and no Option may be separated from 
this Lease in any manner, by reservation or otherwise.

     39.3  Multiple options.  In the event that lessee has any multiple 
Options to extend or renew this Lease, a later option cannot be exercised 
unless the prior Options to extend or renew this Lease have been validly 
exercised.

     39.4  Effect on Default on Options.

           (a)  Lessee shall have no right to exercise an Option, 
notwithstanding any provision in the grant of Option to the contrary:  (i) 
during the period commencing with the giving of any notice of Default under 
Paragraph 13.1 and continuing until the notices Default is cured, or (ii) 
during the period of time any monetary obligation due Lessor from lessee is 
unpaid (without regard to whether notice thereof is given Lessee), or (iii) 
during the time Lessee is in Breach of this Lease, or (iv) in the event that 
Lessor has given to Lessee three 93) or more notices of separate Defaults 
under Paragraph 13.1 during the twelve (12) month period immediately 
preceding the exercise of the Option, whether or not the Defaults are cured.

           (b)  The period of time within which an Option may be exercised 
shall not be extended or enlarged by reason of lessee's inability to exercise 
an Option because of the provisions of Paragraph 39.4(a).

           (c)  All right of Lessee under the provisions of an Option shall 
terminate and be of no further force or effect, notwithstanding Lessee's due 
and timely exercise of the Option, if, after such exercise and during the 
term of this lease, (i) Lessee fails to pay to Lessor a monetary obligation 
of lessee for a period of thirty (30) days after such obligation becomes due 
(without any necessity of Lessor to give notice thereof to Lessee), or (ii) 
Lessor gives to Lessee three (3) or more notices of separate Defaults under 
Paragraph 13.1 during any twelve (12) month period, whether or not the 
Defaults are cured, or (iii) if lessee commits a Breach of this Lease.

40.  Rules and Regulations.  Lessee agrees that it will abide by, and keep 
and observe all reasonable rules and regulations ("Rules and Regulations") 
which Lessor may make from time to time for the management, safety, care, and 
cleanliness of the grounds, the parking and unloading of vehicles and the 


                                      32

<PAGE>

preservation of good order, as well as for the convenience of other occupants 
or tenants of the Building and the Industrial Center and their invitees.

41.  Security Measures.  Lessee hereby acknowledges that the rental payable 
to Lessor hereunder does not include the cost of guard service or other 
security measures, and that Lessor shall have no obligation whatsoever to 
provide same.  Lessee assumes all responsibility for the protection of the 
Premises, Lessee, its agents and invitees and their property from the acts of 
third parties.

42.  Reservations.  Lessor reserves the right, from time to time, to grant, 
without the consent or joinder of Lessee, such easements, rights of way, 
utility raceways, and dedications that Lessor deems necessary, and to cause 
the recordation of parcel maps and restrictions, so long as such easements, 
rights of way, utility raceways, dedications, maps and restrictions do not 
reasonably interfere with the use of the Premises by Lessee.  Lessee agrees 
to sign any documents reasonably requested by Lessor to effectuate any such 
easement rights, dedication, map or restrictions.

43.  Performance Under Protest.  If at any time a dispute shall arise as to 
any amount of sum of money to be paid by one Party to the other under the 
provisions hereof, the Party against whom the obligation to pay the money is 
asserted shall have the right to make payment "under protest" and such 
payment shall not be regarded as a voluntary payment and there shall survive 
the right on the part of the said Party to institute suit for recovery of 
such sum.  If it shall be adjudged that there was no legal obligation on the 
part of said party to pay such sum or any part thereof, said Party shall be 
entitled to recover such sum or so much thereof as it was not legally 
required to pay under the provision of this Lease.

44.  Authority.  If either Party hereto is a corporation, trust, or general 
or limited partnership, each individual executing this Lease on behalf of 
such entity represents and warrants that he or she is duly authorized to 
execute and deliver this lease on its behalf.  If Lessee is a corporation, 
trust or partnership, Lessee shall, within thirty (30) days after request by 
Lessor, deliver to lessor evidence satisfactory to Lessor of such authority.

45.  Conflict.  Any conflict between the printed provisions of this Leas and 
the typewritten provisions shall be controlled by the typewritten or 
handwritten provisions.

46.  Offer.  Preparation of this Lease by either Lessor or Lessee or Lessor's 
agent or Lessee's agent and submission of same to Lessee or Lessor shall not 
be deemed an offer to lease.  This Lease is not intended to be binding until 
executed and delivered by all Parties hereto.

47.  Amendments.  This Lease may be modified only in writing, signed by the 
parties in interest at the time of the modification.  The Parties shall amend 
this Lease from time to time to reflect any adjustments that are made to the 
Base Rent or other rent payable under this Lease.  As long as they do not 
materially change Lessee's obligations hereunder, Lessee agrees to make such 
reasonable non-monetary modifications to this Lease as may be reasonably 
required by an institutional insurance company or pension plan Lender in 
connection with the obtaining of normal financing or refinancing of the 
property of which the Premises are a part.

48.  Multiple Parties.  Except as otherwise expressly provided herein, if 
more than one person or entity is named herein as either Lessor or Lessee, 
the obligations of such multiple parties shall be the joint and several 
responsibility of all persons or entities named herein as such Lessor or 
Lessee.


                                      33

<PAGE>

Listed as Page 8

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND 
PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR 
INFORMED AND VOLUNTARY CONSENT THERETO.  THE PARTIES HEREBY AGREE THAT, AT THE 
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE 
PREMISES.

     IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR YOUR ATTORNEY'S
     REVIEW AND APPROVAL.  FURTHER, EXPERTS SHOULD BE CONSULTED TO EVALUATE THE
     CONDITION OF THE PROPERTY FOR THE POSSIBLE PRESENCE OF ASBESTOS, 
     UNDERGROUND STORAGE TANKS OR HAZARDOUS SUBSTANCES.  NO REPRESENTATION OR 
     RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 
     OR BY THE REAL ESTATE BROKERS OR THEIR CONTRACTORS, AGENTS OR EMPLOYEES 
     AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS 
     LEASE OR THE TRANSACTION TO WHICH IT RELATES; THE PARTIES SHALL RELY 
     SOLELY UPON THE ADVICE OF THEIR OWN COUNSEL AS TO THE LEGAL AND TAX 
     CONSEQUENCES OF THIS LEASE.  IF THE SUBJECT PROPERTY IS IN A STATE OTHER
     THAN CALIFORNIA, AN ATTORNEY FROM THE STATE WHERE THE PROPERTY IS LOCATED
     SHOULD BE CONSULTED.

The parties hereto have executed this Lease at the place and on the dates 
specified above their respective signatures.

LESSOR:                                LESSEE:
TMT Carmel Business Center, Inc.       USCommunications, Inc.,
a Delaware corporationa                Delaware corporation

BY:RREEF Management Company,
a California corporation


BY:                                    BY: /s/ James C. Bernet
   -------------------------------        -----------------------------------
       Jill E. Shanahan                       James C. Bernet
TITLE: Vice President                  TITLE: President

DATE:                                  DATE:  12-19-97
     -----------------------------          ----------------------------------

----------------------------------
    7330 Engineer Road, Suite A
    San Diego, CA   92111


                                       BY:  /s/ Delia O'Donnell
                                            -----------------------------------
                                              Delia O'Donnell
                                       TITLE: Secretary

                                       DATE: 12-19-97
                                            -----------------------------------


                                      34

<PAGE>

                                 ADDENDUM I

This Addendum is attached to and made a part of the Lease agreement dated
December 12, 1997, between TMT Carmel Business Center, Inc., a Delaware
corporation ("Lessor"), and USCommunication Services, Inc., a Delaware
corporation ("Lessee"), for the Premises commonly known as 12245 World Trade
Drive, Suites F and G, San Diego, California  92128, consisting of approximately
4,094 square feet.

1.   RENT SCHEDULE

     Rent for the period 12/22/97 through 12/31/98 shall be $3,029.56 per month
     Rent for the period 01/01/98 through 12/31/98 shall be $3,181.04 per month
     Rent for the period 01/01/99 through 12/31/00 shall be $3,340.09 per month

2.   LESSEE'S SHARE

"Lessee's Share" is defined, for purposes of this Lease, as the percentage which
the total square footage of the Premises as stated in Article 1.2(a) of the
Lease bears to the total square footage of all buildings located on the
property.  Lessee's Share is subject to change according to BOMA standards.

3.   RENEWAL OPTION - MARKET RATE

Lessee shall, provided the Lease is in full force and effect and Lessee is not
in default under any of the other terms and conditions of the Lease at the time
of notification or commencement, have one (1) successive option to renew this
Lease for a term of three (3) years, for the portion of the Premises being
leased by Lessee as of the date the renewal term is to commence, on the same
terms and conditions set forth in the lease, except as modified by the terms,
covenants and conditions as set forth below:

     (a)  If Lessee elects to exercise said option, then Lessee shall provide 
lessor with written notice no earlier than the date which is one hundred 
-eighty (180) days prior to the expiration of the then current term of the 
lease but no later than the date which is one hundred - twenty (120) days 
prior to the expiration of the current term of the Lease, and the annual rent 
and monthly installment in effect at the expiration of the current term of 
the Lease, and the annual rent and monthly installment in effect at the 
expiration of the then current term of the Lease shall be increased, 
commencing on the first day of the new renewal term, to reflect the current 
fair market rental for comparable space in other similar buildings in the 
same rental market as of the date the renewal term is to commence.  If Lessee 
fails to provide such notice, Lessee shall have no further or additional 
right to extend or renew the term of the Lease.  The notice shall be given in 
the manner provided in the lease for the giving of notices to Lessor.

     (b)  Lessor shall advise Lessee of the new annual rent and monthly
installment for the Premises no later than thirty (30) days after receipt of
lessee's written request therefor.  Said request shall be made no earlier than
thirty (30) days prior to the first date on which Lessee may exercise its option
under this Paragraph.  Said notification of the new annual rent may include a
provision for its escalation to provide for a change in fair market rental
between the time of notification and the commence of the renewal term.  Neither
party to the Lease shall have the right to have a court or third party set the
annual rent and monthly installment and in no event shall the annual rent and
monthly installment for any option period be less than the annual rent and
monthly installment in preceding period.

ADDENDUM                           PAGE 1
<PAGE>

     (c)  This option is not transferable; the parties hereto acknowledge and
agree that they intend that the aforesaid option to renew this Lease shall be
"personal" to Lessee as set forth above and that in no event will any assignee
or sublessee have any rights to exercise the aforesaid option to renew.

4.   RELOCATION

Lessor, at its sole expense, on at least thirty (30) days prior written notice,
may require Lessee to move from the Premises to other space of comparable size
and decor in order to permit Lessor to consolidate the space leased to Lessee
with other adjoining space leased or for any reason Lessor may have.  Provided,
however, that in the event of receipt of any such notice, Lessee by written
notice to Lessor may elect not to move to the other space and in lieu thereof
terminate this Lease, effective thirty (30) days after the date of the original
notice of relocating by Lessor.  In the event of any such relocation, Lessor
will pay all expenses of preparing and decorating the new premises so that they
will be substantially similar to the Premises from which Lessee is moving and
Lessor will also pay the expense of moving lessee's furniture and equipment to
the relocated premises.  In such event this Lease and each and all of the terms
and covenants and conditions hereof shall remain in full force and effect and
thereupon be deemed applicable to such new space except that revised Exhibit A
shall become part of this Lease and shall reflect the location of the new
premises.

5.   HAZARDOUS MATERIALS

     (a)  Lessee agrees that Lessee, its agents and contractors, licensees, or
invitees shall not handle, use, manufacture, store or dispose of any flammables,
explosives, radioactive materials, hazardous wastes or materials, toxic wastes
or materials or other similar substances, petroleum products or derivatives
(collectively "Hazardous Materials") on, under, or about the Premises, without
Lessor's prior written consent (which consent may be given or withheld in
Lessor's sole discretion), provided that lessee may handle, store, use or
dispose of products containing small quantities of Hazardous Materials, which
products are of a type customarily found in offices and households (such as
aerosol cans containing insecticides, toner for copies, paints, paint remover,
and the like), provided further that Lessee shall handle, store, use and dispose
of any such Hazardous Materials in a safe and lawful manner and shall not allow
such Hazardous Materials to contaminate the Premises or the environment.

     (b)  Without limiting the above, Lessee shall reimburse, defend, indemnify
and hold Lessor harmless from and against any and all claims, losses,
liabilities, damages, costs and expenses, including without limitation, loss of
rental income, loss due to business interruption, and attorneys fees and costs,
arising out of or in any way connected with the use, manufacture, storage, or
disposal of Hazardous Materials by Lessee, its agents or contractors on, under
or about the premises including, without limitation, the costs of any required
or necessary investigation repair, cleanup or detoxification and the preparation
of any closure or other required plans in connection herewith, whether voluntary
or compelled by governmental authority.  The indemnity obligations of Lessee
under this clause shall survive any termination of the Lease.

     (c)  Notwithstanding anything set forth in this Lease, Lessee shall only be
responsible for contamination of Hazardous Materials or any cleanup resulting
directly therefrom, resulting directly from matters occurring or Hazardous
Materials deposited (other than by contractors, agents or representatives
controlled by Lessor) during the Lease term, and any other period of time during
which Lessee is in actual or constructive occupancy of the Premises.  Lessee
shall take reasonable precautions to prevent the contamination of the Premise
with Hazardous Materials by third parties.

ADDENDUM                           PAGE 2
<PAGE>

     (d)  It shall not be unreasonable for Lessor to withhold its consent to any
proposed Assignment or Sublease if (i) the proposed Assignee's or Sublessee's
anticipated use of the premises involves the generation, storage, use, treatment
or disposal of Hazardous Materials; (ii) the proposed Assignee or Sublessee has
been required by any prior Lessor, lender, or governmental authority to take
remedial action in connection with Hazardous materials contaminating a property
if the contamination resulted from such Assignee's or Sublessee's actions or use
of the property in question; or (iii) the proposed Assignee or Sublessee is
subject to an enforcement order issued by any governmental authority in
connection with the use, disposal, or storage of a hazardous material.

6.   LIABILITY INSURANCE CONTINUED FROM LEASE ARTICLE 8.2(a)

In addition to the provision of Section 8.29a) of this Lease, Lessee's liability
insurance shall contain an annual aggregate limit of not less than $2,000,000.
Lessee shall provide evidence of Business Auto Liability covering owned, non-
owned and hired vehicles with a limit of not less than $1,000,000 per accident;
insurance protecting against liability under workman's Compensation Laws with
limits at least as required by statute; (a) Employers Liability with limits of
$500,000 each accident, $500,000 disease policy limit, $500,000 disease--each
employee; (b) All Risk or Special Form coverage protecting Lessee against loss
of or damage to Lessee's alterations, additions, improvements, carpeting, floor
coverings, panelings, decorations, fixtures, inventory and other business
personal property situated in or about the Premises to the full replacement
value of the property so insured; and, (c) Business Interruption Insurance with
limit of liability representing loss of at least approximately six months of
income.

Whenever Lessee shall undertake any alterations, additions or improvements in to
or about the Premises ("Work") the aforesaid insurance protection must extend to
and include injuries to persons and damage to property arising in connection
with such Work, without limitation including liability under any applicable
structural work act, and such other insurance as Lessor shall require; and the
policies of our certificates evidencing such insurance must be delivered to
Lessor prior to the commencement of any such Work.

7.   LIMITATION OF LESSOR'S LIABILITY

Redress for any claim against Lessor under this Lease shall be limited to an
enforceable only against and to the extent of Lessor's interest in the Building.
The obligations of Lessor under this Lease are not intended to and shall not be
personally binding on, nor shall any resort be had to the private properties, of
any of it's trustees or board of directors and officers, as the case may be,
it's investment manager, the general partners thereof, or any beneficiaries,
stockholders, employees or agents of Lessor, or the investment manager.

ADDENDUM                           PAGE 3
<PAGE>

LESSOR:                                  LESSEE:
TMT Carmel Business Center, Inc.         USCommunications, Inc.,
a Delaware corporation                   a Delaware corporation

BY: RREEF Management Company,
    a California corporation


BY:                                      BY: /s/ James C. Bernet
   ------------------------------            ------------------------------
     Jill E. Shanahan                          James C. Bernet

TITLE: Vice President                    TITLE: President

DATE:                                    DATE: 12-19-97
     ----------------------------              ----------------------------
       7330 Engineer Road, Suite A
       San Diego, CA  92111

                                         BY: /s/ Delia O'Donnell
                                            -------------------------------
                                              Delia O'Donnell

                                         TITLE: Secretary

                                         DATE: 12-19-97
                                              -----------------------------

ADDENDUM                           PAGE 4