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                     AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

               STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-GROSS
                  (DO NOT USE THIS FORM FOR MULTI- TENANT PROPERTY)

1.  BASIC PROVISIONS ("BASIC PROVISIONS")

    1.1  PARTIES: This Lease ("LEASE") dated for reference purposes only,
November 21, 1996, is made by and between GARY HOLLANDER, SUSAN HENSON,
KEVIN HENSON TRUST & HOLLANDER GLASS ("LESSOR") and  BOYDS WHEELS, INC., A
CALIFORNIA CORPORATION ("LESSEE"), (collectively the "PARTIES," or
individually a "PARTY").
    1.2   PREMISES: That certain real property, including all improvements
therein or to be provided by Lessor under the terms of this Lease, and commonly
known by the street address of 10545 DALE STREET, located in the city of STANTON
County of ORANGE, State of CALIFORNIA, with zip code 90680, as outlined in
exhibit A attached hereto ("Premises"). The "Building" is that certain building
containing the premises and generally described as (describe briefly the nature
of the property)
APPOX. 3,168 S.F. PART OF LARGER CONCRETE TILT-UP BUILDING TOGETHER WITH APPROX.
250 S.F. OF OFFICE AREA
("PREMISES"). (See Paragraph 2 for further provisions.)
  1.3    TERM:MONTH TO MONTH ("ORIGINAL TERM") commencing DECEMBER 1, 1996
("COMMENCEMENT DATE") and ending LESSOR/LESSEE 30-DAY WRITTEN NOTICE
("EXPIRATION DATE"). (See Paragraph 3 for further provisions.)
  1.4    EARLY POSSESSION:        NA        ("EARLY POSSESSION DATE"). (See
Paragraphs 3.2 and 3.3 for further provisions.)
  1.5    BASE RENT- $ 1,100  per month ("BASE RENT"), payable on the 1ST. day
of each month commencing DECEMBER 1,1996
                                       (See Paragraph 4 for further provisions.)
/ / If this box is checked, there are provisions in this Lease for the Base Rent
to be adjusted.

  1.6    BASE RENT PAID UPON EXECUTION: $1,100.00
as Base Rent for the period12/1/96 THRU 12/31/96

  1.7    SECURITY DEPOSIT: $           1,100.00       ("SECURITY DEPOSIT").
(See Paragraph 5 for further provisions.)
  1.8    PERMITTED USE:ASSEMBLY AND DISTRIBUTION OF AUTOMOTIVE WHEELS,
MANUFACTURING ACCESSORIES AND OTHER LAWFUL RELATED PURPOSES
                                                    (See Paragraph 6 for further
provisions.)
  1.9    INSURING PARTY: Lessor is the "INSURING PARTY."  $     is the "BASE
PREMIUM." (See Paragraph 8 for further provisions.)
  1.10   REAL ESTATE BROKERS: The following real estate brokers (collectively,
the "BROKERS") and brokerage relationships exist in this transaction and are
consented to by the Parties (check applicable boxes):
                                                 represents
/ /  Lessor exclusively ("LESSOR'S BROKER"); / / both Lessor and Lessee, and
                                                                      represents
/ /  Lessee exclusively ("LESSEE'S BROKER"); / / both Lessee and Lessor. (See
Paragraph 15 for further provisions.)
    1.11  GUARANTOR: The obligations of the Lessee under this Lease are to be
guaranteed by
                                       ("GUARANTOR"). (See Paragraph 37 for
further provisions.)
    1.12  ADDENDA. Attached hereto is an Addendum or Addenda consisting of
Paragraphs                   through                  and Exhibits
                        all of which constitute a part of this Lease.
2.  PREMISES.

   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, is an approximation which Lessor and
Lessee agree is reasonable and the rental 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, fire sprinkler system, lighting, air conditioning, heating, 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 expense.  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 at Lessee's sole cost and expense.

   2.3  COMPLIANCE WITH COVENANTS, RESTRICTIONS AND BUILDING CODE. Lessor
warrants to Lessee that the improvements on the Premises comply with all
applicable covenants or restrictions of record and applicable building codes,
regulations and ordinances in effect on the Commencement Date.  Said warranty
does not apply to the use to which Lessee will put the Premises or to any
Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to
be made by Lessee. If the Premises do not comply with said warranty, 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 the same at Lessor's expense.  If Lessee does
not give Lessor written notice of a non-compliance with this warranty within six
(6) months following the Commencement Date, correction of that non-compliance
shall be the obligation of Lessee at Lessee's sole cost and expense.

   2.4  ACCEPTANCE OF PREMISES.  Lessee hereby acknowledges: (a) that it has
been advised by the Brokers 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, compliance with Applicable Law, as
defined in Paragraph 6.3) 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 and assumes all responsibility
therefor as the same relate to Lessee's occupancy of the Premises and/or the
term 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 the said
matters other than as set forth in this Lease.


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   2.5  LESSEE 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.

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 Lessee totally or partially occupies the Premises
prior to the Commencement Date, the obligation to pay Base Rent shall be abated
for the period of such early possession.  All other terms of this Lease,
however, 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 as agreed herein 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, Lessor 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
thereafter, cancel this Lease, in which event the Parties shall be discharged
from all obligations hereunder; provided, however, that if such written notice
by Lessee is not received by Lessor within said ten (10) day period, Lessee's
right to cancel this Lease shall terminate and be of no further force or effect.
Except as may be otherwise provided, and regardless of when the 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 what Lessee would otherwise have enjoyed under the terms hereof, but
minus any days of delay f caused by the acts, changes or omissions of Lessee.

4.  RENT
4.1   BASE RENT.  Lessee shall cause payment of Base Rent and other rent or
charges, as the same may be adjusted from time to time, to be received by 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 (1) full calendar month shall be prorated based upon the actual number
of days of the calendar 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.

5.  SECURITY DEPOSIT.  Lessee shall deposit with Lessor upon execution hereof
the Security Deposit 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,
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 therefor
deposit moneys 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 moneys with Lessor sufficient to maintain the same ratio between the
Security Deposit and the Base Rent as those amounts are specified in the Basic
Provisions.  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 moneys to be paid by Lessee under this Lease.

6.  USE
    6.1  USE.  Lessee shall use and occupy the Premises only for the purposes
set forth in Paragraph 1.8. or any other use which is comparable thereto, and
for no other purpose.  Lessee shall not use or permit the use of the Premises in
a manner that creates waste or a nuisance, or that disturbs owners and/or
occupants of, or causes damage to, neighboring premises or properties.  Lessor
hereby agrees to not unreasonably withhold or delay its consent to any written
request by Lessee, Lessee's assignees or subtenants, and by prospective
assignees and subtenants of the Lessee, its assignees and subtenants, for a
modification of said permitted purpose for which the premises may be used or
occupied, so long as the same will not impair the at, structural integrity of
the improvements on the Premises, the mechanical or electrical systems therein,
is not significantly more burdensome to the Premises 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 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 Substances" 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 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, by-products or fractions thereof.  Lessee
shall not engage in any activity in, on 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 Law (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 filed with, any governmental authority.  Reportable Use shall
also include Lessee's being responsible for the presence in, on or about the
Premises of a Hazardous Substance with respect to which any Applicable Law
requires 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 in compliance with all Applicable Law, use any
ordinary and customary materials reasonably required to be used by Lessee in the
normal course of Lessee's business permitted on the Premises, so long as such
use 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 the use or presence of any Hazardous Substance,
activity or storage tank 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 therefrom or therefor, including, but
not limited to, the installation (and removal on or before Lease expiration or
earlier termination) of reasonably necessary protective modifications to the
Premises (such as concrete encasements) and/or the deposit of an additional
Security Deposit under


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Paragraph 5 hereof.

         (b)   DUTY TO INFORM LESSOR.  If Lessee knows, or has reasonable cause
to believe, that a Hazardous Substance, or a condition involving or resulting
from same has come to be located in, on, under or about the Premises, other than
as previously consented to by Lessor, Lessee shall immediately give written
notice of such fact to Lessor.  Lessee shall also immediately give Lessor 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, or persons entering or occupying the
Premises, concerning the presence, spill, release, discharge of, or exposure to,
any Hazardous Substance or contamination in, on, or about the Premises,
including but not limited to all such documents as may be involved in any
Reportable Uses involving the Premises.
         (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 loss of rents and/or damages,
liabilities, judgments, costs, claims, liens, expenses, penalties, permits and
attorney's and consultant's fees arising out of or involving any Hazardous
Substance or storage tank brought onto the Premises by or for Lessee or under
Lessee's control.  Lessee's obligations under this Paragraph 6 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 consultant's and attorney's 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 or storage tanks, unless specifically so
agreed by Lessor in writing at the time of such agreement.
   6.3  LESSEE'S COMPLIANCE WITH LAW. Except as otherwise provided in this
Lease, Lessee, shall, at Lessee's sole cost and expense, fully, diligently and
in a timely manner, comply with all "APPLICABLE LAW," which term is used in this
Lease to include 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 or storage
tank), now in effect or which may hereafter come into effect, and whether or not
reflecting a change in policy from any previously existing policy.  Lessee
shall, within five (5) days after receipt of Lessor's 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 Law 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 Law.
   6.4  INSPECTION; COMPLIANCE.  Lessor, and Lessor's Lender(s) (as defined in
Paragraph 8.3(a)) 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 Laws (as defined in Paragraph 6.3), and to
employ experts and/or consultants in connection therewith and/or to advise
Lessor with respect to Lessee's activities, including but not limited to the
installation, operation, use, monitoring,  maintenance, or removal of any
Hazardous Substance or storage tank 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, violation of Applicable Law, or a
contamination, caused or materially contributed to by Lessee is found to exist
or 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 any such case, Lessee shall upon request reimburse Lessor
or Lessor's Lender, as the case may be,  for the costs and expenses of such
inspections.

7.  MAINTENANCE; REPAIRS; UTILITY INSTALLATIONS; TRADE FIXTURES AND ALTERATIONS.
    7.1     LESSEE'S OBLIGATIONS.
         (a)  Subject to the provisions of Paragraphs 2.2 (Lessor's warranty as
to condition), 2.3 (Lessor's warranty as to compliance with covenants, etc.) 7.2
(Lessor's obligations to repair), 9 (Damage and 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
serving the Premises, such as plumbing, heating, air conditioning, ventilating,
electrical, lighting facilities, boilers, fired or unfired pressure vessels,
fire sprinkler and/or standpipe and hose or other automatic fire extinguishing
system, including fire alarm and/or smoke detection systems and equipment, fire
hydrants, fixtures, walls (interior and exterior), ceilings, floors, windows,
doors, plate glass, skylights, landscaping, driveways, parking lots, fences,
retaining walls, signs, sidewalks and parkways located in, on, about, or
adjacent to the Premises, but excluding foundations, the exterior roof and the
structural aspects of the Premises.  Lessee shall not cause or permit any
Hazardous Substance to be spilled or released in, on, under or about the
Premises (including through the plumbing or sanitary sewer system) and shall
promptly, at Lessee's expense, take all investigatory and/or remedial action
reasonably recommended, whether or not formally ordered or required, for the
cleanup of any contamination of, and for the maintenance, security and/or
monitoring of, the Premises, the elements surrounding same, or neighboring
properties, that was caused or materially contributed to by Lessee, or
pertaining to or involving any Hazardous Substance and/or storage tank brought
onto the Premises by or for Lessee or under its control.  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)  Lessee shall, at Lessee's sole cost and expense, procure and
maintain contracts, with copies to Lessor, in customary form and substance for,
and with contractors specializing and experienced in, the inspection,
maintenance and service of the following equipment and improvements, if any,
located on the Premises: (i) heating, air conditioning and ventilation
equipment, (ii) boiler, fired or unfired pressure vessels, (iii) fire sprinkler
and/or standpipe and hose or other automatic fire extinguishing systems,
including fire alarm and/or smoke detection, (iv) landscaping and irrigation
systems, (v)  roof covering and drain maintenance and (vi) asphalt and parking
lot maintenance.
   7.2  LESSOR'S OBLIGATIONS. Upon receipt of written notice of the need for
such repairs and subject to Paragraph l3.5, Lessor shall, at Lessor's expense,
keep the foundations, exterior roof and structural aspects of the Premises in
good order, condition and repair. Lessor shall not, however, be obligated to
paint the exterior surface of the exterior walls or to maintain the windows,
doors or plate glass or the interior surface of exterior walls.  Lessor shall
not, in any event, have any obligation to make any repairs until Lessor receives
written notice of the need for such repairs.  It is the intention of the Parties
that the terms of this Lease govern the respective obligations of the Parties as
to maintenance and repair of the Premises. Lessee and Lessor expressly waive the
benefit of any statute now or hereafter in effect to the extent it is
inconsistent with the terms of this Lease with respect to, or which affords
Lessee the right to make repairs at the expense of Lessor or to terminate this
Lease by reason of, any needed repairs.
7.3 UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS.
    (a)   DEFINITIONS; CONSENT REQUIRED.  The term "UTILITY INSTALLATIONS" is
used in this Lease to refer to all carpeting, window coverings, air lines, power
panels, electrical distribution, security, fire protection systems,
communication systems, lighting fixtures, heating, ventilating and air
conditioning equipment, plumbing, and fencing in, on or about the Premises.  The
term "Trade Fixtures" shall


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mean Lessee's machinery and equipment that can be removed without doing material
damage to the Premises.  The term "Alterations" shall mean any modification of
the improvements on the Premises from that which are provided by Lessor under
the terms of this Lease, other than Utility Installations or Trade Fixtures,
whether by addition or deletion.  "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 as defined in Paragraph 7.4(a). Lessee
shall not make 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), as long as they are not visible from the outside, do not involve
puncturing, relocating or removing the roof or any existing walls, and the
cumulative cost thereof during the term of this Lease as extended does not
exceed $25,000.
         (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 proposed 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 lnstallations by
Lessee during the term of this Lease shall be done in a good and workmanlike
manner, with good and sufficient materials, and in compliance with all
Applicable Law.  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 $10,000 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 and/or upon Lessee's
posting an additional Security Deposit with Lessor under Paragraph 36 hereof.
         (c)  INDEMNIFICATION.  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
mechanics' 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 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 attorney's 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 or
become the owner thereof as hereinafter provided in this Paragraph 7.4, all
Alterations and Utility Additions 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
and be surrendered by Lessee with the Premises.
       (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 their
installation may have been consented to by Lessor.  Lessor may require the
removal at any time of all or any part of any Lessee Owned 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, with all
of the improvements, parts and surfaces thereof 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 in writing by Lessor, the Premises, as surrendered, shall
include the 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 Alterations and/or 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
Law and/or good service 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 PREMIUM INCREASES.
       (a) Lessee shall pay to Lessor any insurance cost increase ("Insurance
Cost Increases") occurring during the term of this Lease.  "Insurance Cost
Increase" is defined as any increase in the actual cost of the insurance
required under Paragraphs 8.2(b), 8.3(a) and 8.3(b). ("Required Insurance"),
over and above the Base Premium, as hereinafter defined, calculated on an annual
basis.  "Insurance Increase" shall include, but not be limited to, increases
resulting from the nature of Lessee's occupancy, any act or omission of Lessee,
requirements of the holder of a mortgage or deed of trust covering the Premises,
increased valuation of the Premises, and/or a premium rate increase.  If the
parties insert a dollar amount in Paragraph 1.9, such amount shall be considered
the "Base Premium." In lieu thereof, if the Premises have been previously
occupied, the "Base Premium" shall be the annual premium applicable to the most
recent occupancy.  If the Premises have never been occupied, the "Base Premium"
shall be the lowest annual premium reasonably obtainable for the Required
Insurance as of the commencement of the Original Term, assuming the most nominal
use possible of the Premises.  In no event, however, shall Lessee be responsible
for any portion of the premium cost attributable to liability insurance coverage
in excess of $1,000,000 procured under Paragraph 8.2(b) (Liability Insurance
Carried By Lessor).
       (b) Lessee shall pay any such Insurance Cost Increase to Lessor within
thirty (30) days after receipt by Lessee of a copy of the premium statement or
other reasonable evidence of the amount due.  If the insurance policies
maintained hereunder cover other property besides the Premises, Lessor shall
also deliver to Lessee a statement of the amount of such Insurance Cost Increase
attributable only to the Premises showing in reasonable detail the manner in
which such amount was computed.  Premiums for policy periods commencing prior
to, or extending beyond, the term of this Lease shall be prorated to coincide
with the corresponding Commencement or Expiration of the Lease term.
   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 and Lessor (as an additional insured) against claims for bodily injury,
personal injury and property damage based upon, involving or arising out of the
ownership use, 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" 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 for 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

<PAGE>


to and not contributory with any similar insurance carried by Lessor, whose
insurance shall be considered excess insurance only.

   (b)  CARRIED BY LESSOR.  In the event Lessor is the Insuring Party, 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.  The Insuring Party 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 the holders of any mortgages, deeds
of trust or ground leases on the Premises ("Lender(s)"), insuring loss or damage
to the Premises.  The amount of such insurance shall be equal to the full
replacement cost of the Premises, as the same shall exist from time to time, or
the amount required by Lenders, 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 shall be
insured by Lessee under Paragraph 8.4. If the coverage is available and
commercially appropriate, such 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), 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 Premises 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 cause of loss, but not including plate glass insurance.
Said policy or policies shall also contain an agreed valuation provision in lieu
of any coinsurance clause, waiver of subrogation, and inflation guard protection
causing an increase in the annual property insurance coverage amount by a factor
of not less than the adjusted U.S. Department of Labor Consumer Price Index for
All Urban Consumers for the city nearest to where the Premises are located.
    (b)   RENTAL VALUE.  Lessor shall, in addition, 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 Lender(s), insuring the loss of the full rental and
other charges payable by Lessee to Lessor under this Lease for one (1) year
(including all real estate taxes, insurance costs, and any scheduled rental
increases).  Said insurance shall 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 coinsurance clause, and the amount of
coverage shall be adjusted annually to reflect the projected rental income,
property taxes, insurance premium costs and other expenses, if any, otherwise
payable by Lessee, for the next twelve (12) month period.
    (c)   ADJACENT PREMISES.  If the Premises are part of a larger building, or
if the Premises are part of a group of buildings owned by Lessor which are
adjacent to the Premises, the Lessee shall pay for any increase in the premiums
for the property insurance of such building or buildings if said increase is
caused by Lessee's acts, omissions, use or occupancy of the Premises.
    (d)   TENANT'S IMPROVEMENTS.  Since Lessor is the Insuring Party, the
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, Lessee Owned Alterations and Utility
Installations in, on, or about the Premises similar in coverage to that carried
by the Insuring Party under Paragraph 8.3. Such insurance shall be full
replacement cost coverage with a deductible of not to exceed $1,000 per
occurrence.  The proceeds from any such insurance shall be used by Lessee for
the replacement of personal property or the restoration of Lessee Owned
Alterations and Utility Installations.  Lessee shall be the Insuring Party with
respect to the insurance required by this Paragraph 8.4 and 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 B+ , V, or such other rating as may be required by a Lender having a lien
on the Premises, 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 certified copies of, or certificates evidencing the
existence and amounts of, the insurance, and with the additional insureds,
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 or "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 ("Waiving Party") 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 of or damage to the Waiving
Party's 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.
   8.7 INDEMNITY. Except for Lessor's negligence and/or breach of express
warranties, 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, lose of rents and/or
damages, costs, liens, judgments, penalties, permits, attorney's and
consultant's fees, expenses and/or liabilities arising out of, involving, or
in dealing 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
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, and whether well
founded or not.  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 the 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, or 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 tenant of Lessor.  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
improvements on the Premises, other than Lessee Owned Alterations and Utility
Installations, the repair cost of which damage or destruction is less than 50%
of the then Replacement Cost of the Premises immediately prior to such damage or
destruction, excluding from such calculation the value of the land and Lessee
Owned


<PAGE>


Alterations and Utility Installations.
         (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 50% or more of the then
Replacement Cost of the Premises immediately prior to such damage or
destruction, excluding from such calculation the value of the land and Lessee
Owned Alterations and Utility Installations.
         (c)   "INSURED LOSS" shall mean damage or destruction to improvements
on the Premises, other than Lessee Owned Alterations and Utility Installations,
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, including demolition, debris removal and
upgrading required by the operation of applicable building codes, ordinances or
laws, and without deduction for depreciation.
         (a)   "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  PARTIAL DAMAGE-INSURED LOSS.  If a 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.  Notwithstanding the foregoing, if the required insurance
was not in force or the insurance proceeds are not sufficient to effect such
repair, the Insuring Party shall promptly contribute the shortage in proceeds as
and when required to complete said repairs.  In the event, however, the shortage
in proceeds was due to the fact that, by reason of the unique nature of the
improvements, 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, the party
responsible for making the repairs 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 in such case Lessor does not so elect, 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 a 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, but subject to Lessor's rights under
Paragraph 13), Lessor may at Lessor's option, either: (i) as repair such damage
as soon reasonably possible at Lessor's expense, in which event 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 giving 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 Lessee's said commitment.  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 and 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 a
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 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 8.6.
   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 (1)  month's Base Rent, whether or not an Insured Loss, Lessor may, at
Lessor's option, terminate this Lease effective 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, within twenty (20) days following the occurrence of the damage, or
before the expiration of the time provided in such option for its exercise,
whichever is earlier ("Exercise Period"), (i) exercising such option and (ii)
providing Lessor with any shortage in insurance proceeds (or adequate assurance
thereof) needed to make the repairs.  If Lessee duly exercises such option
during said Exercise 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 said Exercise Period, then
Lessor may at Lessor's option terminate this Lease as of the expiration of said
sixty (60) day period following the occurrence of such damage by giving written
notice to Lessee of Lessor's election to do so within ten (10) days after the
expiration of the Exercise Period, notwithstanding any term or provision in the
grant of option to the contrary.
   9.6  ABATEMENT OF RENT;  LESSEE'S REMEDIES.
       (a)  In the event of damage described in Paragraph 9.2 (Partial
Damage-Insured), whether or not Lessor or Lessee) repairs or restores the
Premises, the Base Rent, Real Property Taxes, insurance premiums, and other
charges, if any, payable by Lessee hereunder for the period during which such
damage, its repair or the restoration continues (not to exceed the period for
which rental value insurance is required under Paragraph 8.3(b)), shall be
abated in proportion to the degree to which Lessee's use of the Premises is
impaired.  Except for abatement of Base Rent, Real Property Taxes, insurance
premiums, 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 repair or
restoration.
       (b) If Lessor shall be obligated to repair or restore 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 receipt of such notice, this Lease shall continue in full
force and effect.  "Commence" as used in this Paragraph shall mean either the
unconditional authorization of the preparation of the required plans, or the
beginning of the actual work on the Premises, whichever first occurs.
    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 Law
and this Lease shall continue in full force and effect, but subject to Lessor's
rights under Paragraph 13), Lessor may at Lessor's option either (i) investigate
and remediate such


<PAGE>


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 giving 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 investigation and
remediation of such Hazardous Substance Condition totally at Lessee's expense
and without reimbursement from Lessor except to the extent of 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 Lessee's said commitment.
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 and the required funds are available.  If Lessee does not give such
notice and provide the required funds or assurance thereof within the times
specified above, this Lease shall terminate as of the date specified in Lessor's
notice of termination.  If a Hazardous Substance Condition occurs for which
Lessee is not legally responsible, there shall be abatement of Lessee's
obligations under this Lease to the same extent as provided in Paragraph 9.6(a)
for a period of not to exceed twelve (12) months.
   9.8  TERMINATION-ADVANCE PAYMENTS.  Upon termination of this Lease pursuant
to this Paragraph 9, an equitable adjustment shall be made concerning advance
Base Rent and any other advance payments made by Lessee to Lessor.  Lessor
shall, in addition, return to Lessee 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  WAIVE STATUTES.  Lessor and Lessee agree that the terms of this Lease
shall govern the effect of any damage to or destruction of the Premises with
respect to the termination of this Lease and hereby waive the provisions of any
present or future statute to the extent inconsistent herewith.

10. REAL PROPERTY TAXES.
   10.1 (a) PAYMENT OF TAXES.  Lessor shall pay the Real Property Taxes, as
defined in Paragraph 10.2, applicable to the Premises; provided, however, that
Lessee shall pay, in addition to rent, the amount, if any, by which Real
Property Taxes applicable to the Premises increase over the fiscal tax year
during which the Commencement Date occurs ("Tax Increase").  Subject to
Paragraph 10.1(b), payment of any such Tax Increase shall be made by Lessee
within thirty (30) days after receipt of Lessor's written statement setting
forth the amount due and the computation thereof.  Lessee shall promptly furnish
Lessor with satisfactory evidence that such taxes have been paid.  If any such
taxes to be paid by Lessee shall cover any period of time prior to or after the
expiration or earlier termination of the term hereof, Lessee's share of such
taxes shall be equitably prorated to cover only the period of time within the
tax fiscal year this Lease is in effect, and Lessor shall reimburse Lessee for
any overpayment after such proration.
       (b)  ADVANCE PAYMENT.  In order to insure payment when due and before
delinquency of any or all Real Property Taxes, Lessor reserves the right, at
Lessor's option, to estimate the current Real Property Taxes applicable to the
Premises, and to require such current year's Tax Increase to be paid in advance
to Lessor by Lessee, either: (i) in a lump sum amount equal to the amount due,
at least twenty (20) days prior to the applicable delinquency date, or (ii)
monthly in advance with the payment of the Base Rent.  If Lessor elects to
require payment monthly in advance, the monthly payment shall be that equal
monthly amount which, over the number of months remaining before the month in
which the applicable tax installment would become delinquent (and without
interest thereon), would provide a fund large enough to fully discharge before
delinquency the estimated Tax Increase to be paid.  When the actual amount of
the applicable Tax Increase is known, the amount of such equal monthly advance
payment shall be adjusted as required to provide the fund needed to pay the
applicable Tax Increase before delinquency.  If the amounts paid to Lessor by
Lessee under the provisions of this Paragraph are insufficient to discharge the
obligations of Lessee to pay such Tax Increase as the same becomes due, Lessee
shall pay to Lessor, upon Lessor's demand, such additional sums as are necessary
to pay such obligation.  All moneys paid to Lessor under this Paragraph may be
intermingled with other moneys of Lessor and shall not bear interest.  In the
event of a Breach by Lessee in the performance of the obligations of Lessee
under this Lease, then any balance of funds paid to Lessor under the provisions
of this Paragraph may, subject to proration as provided in Paragraph 10.1(a), at
the option of Lessor, be treated as an additional Security Deposit under
Paragraph 5.
       (c)  ADDITIONAL IMPROVEMENTS.  Notwithstanding Paragraph 10.1(a) hereof,
Lessee shall pay to Lessor upon demand therefor the entirety of any increase in
Real Property Taxes assessed by reason of Alterations or Utility Installations
placed upon the Premises by Lessee or at Lessee's request.
   10.2  DEFINITION OF "REAL PROPERTY TAXES." As used herein, the term "Real
Property" 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 Premises 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 Premises or in the real property of which the Premises are a part, 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 Premises 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.
   10.3  JOINT ASSESSMENT. If the Premises are not separately assessed,
Lessee's liability 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.
   10.4  PERSONAL PROPERTY TAXES.  Lessee shall pay prior to delinquency all
taxes assessed against and levied upon Lessee Owned Alterations, Utility
Installations, Trade Fixtures, furnishings, equipment and all personal property
of Lessee contained in the Premises or elsewhere.  When possible, Lessee shall
cause its 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 personal property shall be assessed with Lessor's real
property, Lessee shall pay Lessor the taxes attributable to Lessee within ten
(10) days after receipt of a written statement setting forth the taxes
applicable to Lessee's property or, at Lessor's option, as provided in Paragraph
10.1 (b).

11.  UTILITIES.  Lessee shall pay for all water, gas, heat, light, power,
telephone, trash disposal and other utilities and services supplied to the
Premises, together with any taxes thereon. If any such services are not
separately metered to Lessee, Lessee shall pay a reasonable proportion, to be
determined by Lessor of all charges jointly metered with other Premises.

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, "ASSIGNMENT") 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,


<PAGE>


financing, refinancing, transfer, leveraged buy-out or otherwise), whether or
not a formal assignment or hypothecation of this Lease or Lessee's assets
occurs, 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 the execution by Lessor 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 Lessees 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 (c), or a noncurable Breach without the
necessity of any notice and grace period.  If Lessor elects to treat such
unconsented to assignment or subletting as a noncurable 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 to fair
market rental value or one hundred ten percent (110%) of the Base Rent then in
effect, whichever is greater.  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 market value
adjustment, (i) the purchase price of any option to purchase the Premises hold
by Lessee shall be subject to similar adjustment to the then fair market value
(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, whichever is greater, (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 now
market rental bears to the Base Rent in effect immediately prior to the market
value adjustment.
    (e) Lessee's remedy for any breach of this Paragraph 12.1 by Lessor shall
be limited to compensatory damages and 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, or (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 or 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.
    (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 sublessee.
However, Lessor may consent to subsequent subletting and assignments of the
sublease or any amendments or modifications thereto without notifying Lessee or
anyone else liable on the Lease or sublease and without obtaining their consent,
and such action shall not relieve such persons from liability under this Lease
or sublease.
    (d)In the event of any Default or Breach of Lessee's obligations under this
Lease, Lessor may proceed directly against Lessee, any Guarantors or any one
else responsible for the performance of the Lessee's obligations under this
Lease, including the sublessee, without first exhausting Lessor's remedies
against any other person or entity responsible therefor to Lessor, or any
security held by Lessor or Lessee.
    (e)Each request for consent to an assignment or 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 nonrefundable
deposit of $1,000 or ten percent (10%) of the current monthly Base Rent,
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 as are 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 12.1 (c) shall
give Lessor the right (but not the obligation) to require that the Security
Deposit be increased to an amount equal to six (6) times the then monthly Base
Rent, and Lessor may make the actual receipt by Lessor of the amount required to
establish such Security Deposit 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 structure of the rent
payable under this Lease be adjusted to what is then the market value and/or
adjustment structure for property similar to the Premises as then constituted.
    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 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 this or any other
assignment of such sublease to Lessor, nor by reason of the collection of the
rents from a sublease, be deemed liable to the sublessee for any failure of
Lessee to perform and comply with any of Lessee's obligations to such subleases
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
said 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 sublessee or for any other prior Defaults or Breaches of
such sublessor under such sublease.
    (c)Any matter or thing requiring the consent of the sublessor under a
sublease shall also require the consent of Lessor herein.
    (d)No subleases shall further assign or sublet all or any part of the
Premises without Lessor's prior written consent.


<PAGE>


    (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" is defined as a failure
by the Lessee to observe, comply with or perform any of the terms, covenants,
conditions or rules applicable to Lessee under this Lease.  A "BREACH" 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, 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 or any other monetary payment required
to be made by Lessee hereunder, whether to Lessor or to a third party, 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 law per
Paragraph 6.3, (ii) the inspection, maintenance and service contracts required
under Paragraph 7.1 (b), (iii) the recession of an unauthorized assignment or
subletting per Paragraph 12.1 (b), (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 16 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 (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 to 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: (1) The making by
lessee of any general arrangement or assignment for the benefit of creditors;
Lessee's becoming a "debtor" as defined in 11 U.S.C. 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 (e) is contrary to any applicable law, such
provision shall be of no force or effect, and not affect the validity of the
remaining provisions.
       (f)The discovery by Lessor that any financial statement given to Lessor
by Lessee or any Guarantor of Lessee's obligations hereunder 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 assurance or security, which, when coupled with the then existing
resources of 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 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 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 recovering possession of the
Premises, expenses of reletting, including necessary renovation and alteration
of the Premises, reasonable attorneys' fees, and that portion of the leasing
commission paid by Lessor 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
prior sentence shall be computed by discounting such amount at the discount rate
of the Federal Reserve Bank of San Francisco 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.  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 therein 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 subparagraphs 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 subparagraphs 13.1 (b), (c) or (d).  In such case, the applicable
grace period under subparagraphs 13.1 (b), (c) or (d) and 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


<PAGE>


greater of the two 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
under California Civil Code Section 1951.4) after Lessee's Breach and
abandonment and recover the rent as it becomes due, provided Lessee has the
right to sublet or assign, subject only to reasonable limitations.  See
Paragraphs 12 and 36 for the limitations on assignment and subletting which
limitations Lessee and Lessor agree 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 the 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 of this Lease by Lessee, as defined in Paragraph 13.l, 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 shall not be deemed a waiver by Lessor of the provisions of this
Paragraph 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 trust deed covering the Premises.
Accordingly, if any installment of rent or any other sum due from Lessee shall
not be received by Lessor or Lessor's designee within five (5) 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 the holders of any ground lease, mortgage or deed of trust covering the
Premises whose name and address shall have been furnished Lessee in writing for
such purpose, of written notice specifying wherein such obligation of Lessor has
not been performed; 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 pursued to completion.

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 condemning 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 percent (25%) of the land area
not occupied by any building, 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 building located on the Premises.  No reduction of
Base Rent shall occur if the only portion of the Premises taken is land on which
there is no building.  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 in 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 the legal and other
expenses incurred by Lessor in the condemnation matter, repair any damage to the
Premises caused by such condemnation, except to the extent that Lessee has bean
reimbursed therefor by the condemning authority.  Lessee shall be responsible
for the payment of any amount in excess of such not severance damages required
to complete such repair.


    15. BROKER'S FEE.
       15.1   The Brokers named in Paragraph 1.10 are the procuring causes of
    this Lease.
       15.2   Upon execution of this Lease by both Parties, Lessor shall pay to
    said Brokers 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 Brokers (or in the event there is no rate written
    agreement between Lessor and said Brokers the sum of $              for
    brokerage services rendered by said Brokers to Lessor in this transaction.
       15.3   Unless Lessor and Brokers have otherwise agreed in writing,
    Lessor further agrees that: (a) if Lessee exercises any Option (as defined
    in Paragraph 39.1 ) or any Option subsequently granted which is
    substantially similar to an Option granted to Lessee in this Lease, or (b)
    if Lessee acquires any rights to the Premises or other Premises described
    in this Lease which are substantially similar to what Lessee would have
    acquired had an Option herein granted to Lessee been exercised, or (c) if
    Lessee remains in possession of the Premises, with the consent of Lessor,
    after the expiration of the term of this Lease after having failed to
    exercise an Option, or (d) if said Brokers are the procuring cause of any
    other lease or sale entered into between the Parties pertaining to the
    Premises and/or any adjacent property in which Lessor has an interest, or
    (a) if Base Rent is increased, whether by agreement or operation of an
    escalation clause herein, then as to any of said transitions, Lessor shall
    pay said Brokers a fee in accordance with the schedule of said Brokers in
    effect at the time of the execution of this Lease.
       15.4   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 a third party beneficiary of the


<PAGE>


    provisions of this Paragraph 15 to the extent of its interest in any
    commission arising from this and may enforce that right directly against
    Lessor and its successors.
       15.5   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 the
    Brokers, if any named in Paragraph 1.10 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 Brokers is entitled to any commission or finder's fee in connection
    with said transaction. Lessee and Lessor do 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 party by reason of any dealings or actions of the
    indemnifying Party, including any costs, expenses, attorneys' fees
    reasonably incurred with re thereto.
       15.6  Lessor and Lessee hereby consent to and approve all agency
    relationships, including any dual agencies, indicated in Paragraph 1.10.

    16.  TENANCY STATEMENT.
       16.1 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
    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 requested
    by the Requesting Party.
       16.2  If Lessor desires to finance, refinance, or sell the Premises, any
    part thereof, or the building of which the Premises are a part, Lessee and
    all Guarantors of Lessee's performance hereunder 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'S 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,
    or, if this is a sublease, of the Lessee's interest in the prior lease. 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, 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 only upon the
    Lessor as 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 thirty
    (30) days following the date on which it was due, shall bear interest from
    the thirty-first (31st) day after it was due at the rate of 12% per annum,
    but not exceeding the maximum rate allowed by low, in addition to the 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
    respect to any default or breech hereof by either Party.

    23.   NOTICES.
      23.1  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,
    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 by 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.
      23.2  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-tour (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 confirmation of receipt of the transmission thereof,
    provided a copy is also delivered via delivery or mail.  If notice is
    received on a Sunday or 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 of any other term, covenant or condition
    hereof.  Lessor's consent to, or approval of, any 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 preceding Default or Breach by Lessee of any provision
    hereof, other than the failure of Lessee to pay the particular rent so
    accepted.  Any payment given Lessor by 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.


<PAGE>


    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.

    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 upon 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 and allow such Lender thirty (30)
    days following receipt of such notice for the cure of said default before
    invoking any remedies Lessee may have by reason thereof.  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 (1) month's
    rent.
       30.3  Non-Disturbance.  With respect to Security Devices entered into by
    Lessor after the execution of this Lease, Lessee's subordination of this
    Lease shall be subject to receiving assurance (a "NON-DISTURBANCE
    AGREEMENT") from the Lender that 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 the 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.

    31.   ATTORNEY'S 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) or Broker in any such proceeding,
    action, or appeal thereon, shall be entitled to reasonable attorney's 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
    attorney's fee award shall not be computed in accordance with any court fee
    schedule, but shall be such as to fully reimburse all attorney's fees
    reasonably incurred.  Lessor shall be entitled to attorney's fees, costs
    and expenses incurred in the 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.

    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
    shoving the same to prospective purchasers, lenders, or lessees, and making
    such alterations, repairs, improvements or additions to the Premises or to
    the building of which they are a part, 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 twenty (120) 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 Premises, 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.  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
    and the right to install, and all revenues from the installation of, such
    advertising signs on the Premises, including the roof, as do not
    unreasonably interfere with the conduct of Lessee's business.

    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.

    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' or other consultants' fees) incurred in the


<PAGE>


    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, practice or storage tank, shall be paid by Lessee to
    Lessor upon receipt of an invoice and supporting documentation therefor.
    Subject to Paragraph 12.2(e) (applicable to assignment or subletting),
    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.  Except as otherwise provided, 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 acknowledgement 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
    imposition 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  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 said 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 called for by Paragraph 16.
         37.2   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
    including in the case of a corporate Guarantor, a certified copy of a
    resolution of its board of directors authorizing the making of such
    guaranty, together with a certificate of incumbency showing the signature
    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 observance and 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.

    39.  OPTIONS.
         39.1  DEFINITION.  As used in this Paragraph 39 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 a 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 OF 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 noticed 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 (3) or more notices of Default under
    Paragraph 13.1, whether or not the Defaults are cured, during the twelve
    (12) month period immediately preceding the exercise of the Option.
              (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 rights 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
    Default 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.   MULTIPLE BUILDINGS.  If the Premises are part of a group of buildings
    controlled by Lessor, Lessee agrees that it will abide by, keep and observe
    all reasonable 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 preservation of good order, as
    well as for the convenience of other occupants or tenants of such other
    buildings and their invitees, and that Lessee will pay its fair share of
    common expenses incurred in connection therewith.

    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 to itself the right, from time to
    time, to grant, without the consent or joinder of Lessee, such easements,
    rights and dedications that Lessor deems necessary, and to cause the
    recordation of parcel maps and restrictions, so long as such easements,
    rights, dedications, maps and restrictions do not unreasonably 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 or 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 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 provisions of this Lease.


<PAGE>

    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 duty 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 Lease
    and the typewritten or handwritten provisions shall be controlled by the
    typewritten or handwritten provisions.

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




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 SUBMISSION TO
    YOUR ATTORNEY FOR HIS APPROVAL.  FURTHER, EXPERTS SH0ULD BE CONSULTED TO
    EVALUATE THE CONDITION OF THE PROPERTY AS TO THE POSSIBLE PRESENCE OF
    ASBESTOS, STORAGE TANKS OR HAZARDOUS)S SUBSTANCES.  NO REPRESENTATION OR
    RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
    OR BY THE REAL ESTATE BROKER(S) OR THEIR 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 LOCATED 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 on the dates specified
above to their respective signatures.

       Executed at                               Executed at
       on                                        on
       by LESSOR:                                by LESSEE:



       By                                        By
       Name Printed:                             Name Printed:
       Title-                                    Title:

       By                                        By
       Name Printed:                             Name Printed:
       Title:                                    Title:
       Address:                                  Address:

       Tel. No.              Fax No.             Tel. No.            Fax No.

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