LEASE AGREEMENT

This  AGREEMENT,  made and  entered  into  this 7th day of  August,  1998 by and
between:  Mitsubishi Jisho Co., Ltd., a company  incorporated and existing under
the laws of Japan, having its principle place of business at 2-7-3,  Marunouchi,
Chiyoda-ku, Tokyo, Japan (hereinafter called the "Lessor"), and:
Helix  Technology,  K.K., a company  incorporated and existing under the laws of
Japan, having its principle place of business at 2-2-1,  Minatomirai,  Nishi-ku,
Yokohama-shi, Kanagawa-pref., Japan (hereinafter called the "Lessee"),

WITNESSETH THAT
WHEREAS,  the Lessor is desirous of renting the room defined in Article 1 hereof
to the Lessee through Mitsubishi Jisho Building Management  Yokohama,  Co., Ltd.
as the agent of the Lessor.
and
WHEREAS, the Lessee is willing to take a lease of the room of the Lessor through
Mitsubishi Jisho Building Management Yokohama, Co., Ltd.

NOW,  THEREFORE,  in consideration of the mutual covenants and agreements herein
contained, the parties hereto agree as follows:

Article 1  (Room to let and its area)
The room to let is defined as follows:
Building: Queens Tower A, 14th floor; Rooms: 1403 and 1404; Total area: 401.13m2
(As shown in the drawing attached hereto);  OA-compatible double floors,  carpet
tiles,  lights  and  electric  appliances,   air  conditioning  and  ventilation
equipment provided.
Building  structure:  36 floors above the ground,  5 floors under the ground,  2
penthouse floors, S and SRC structures
Location: 2-3-1 Minatomirai, Nishi-ku, Yokohama-shi, Kanagawa-pref.

Article 2  (Term)
The Agreement shall be effective from the 1st day of September, 1989 to the 31st
day of August, 2000.

Article 3  (Rent and Other Charges)
     3.1 The rent  shall be  2,669,500.-  Yen per  month  (inclusive  of  common
service  fee).  The Lessee shall pay the rent of the  following  month by a bank
account  transfer as provided  separately  on the 25th of every month (or on the
following  weekday if the 25th day hits a Bank holiday.) The Lessor shall not be
precluded  from demanding a direct  payment from the Lessee,  however.  Both the
Lessor and the Lessee  shall not request the increase or decrease of the rent to
the  other  party  hereof  during  the  term as  provided  in  Article  2 hereof
(inclusive of the extended term pursuant to Article 12.)

     3.2 The Lessee shall pay the  electricity  rates of the room to let and the
air  conditioning  fees outside of the business hours.  The Lessee shall pay the
public  utilities  charges  such as water and gas rates if these  utilities  are
supplied to the room to let.  Payment of the  above-mentioned  rates and charges
for the previous month shall be made in the manner of payment of rent.

<PAGE>

Article 4  (Digital PBX)
     4.1 The Lessee shall use the digital PBX system installed by the Lessor and
shall pay the charge for using the digital PBX system as provided  separately by
the Lessor.

     4.2 The Lessee shall conform to the "Digital PBX Utilization  Agreement" as
provided separately by the Lessor for the use of digital PBX system.

Article 5  (Consumption Tax and Other Taxes)
The Lessee  shall pay the  consumption  and other taxes to be levied on the rent
and other charges as a result of conclusion of the Agreement. The taxes shall be
paid in the manner of payment of rent.

Article 6  (Purpose of Using the Room to Let)
The room to let shall be used exclusively as the office of the Lessee.

Article 7 (Prohibition of Transfer of Right of Lease and of Sublease, Limitation
of Room Sharing and of Indication of Lessee's Title)

     7.1 The Lessee  shall not  transfer,  sell or purchase  the right of lease,
sublet or loan the use of the room to let.

     7.2 The  Lessee  shall not  allow the  others to stay in the room to let or
display the lessee's title other than The lessee  without  obtaining the written
consent of the Lessor.

Article 8 (Furnishings and Facility Construction)
     8.1 If the Lessee  wishes to modify the  original  state of the room to let
for the purpose of repair,  remodel,  or establishment  of new furnishings,  the
Lessee shall obtain an approval of the Lessor prior to the start of construction
even if the Lessee bears the expenses.  The Lessor shall not reject the Lessee's
request of modification  apart from cases such that the  modification  can cause
the problems  related to building  structure,  building base  facilities,  legal
issues, or construction period and methods.

     8.2 The Lessee shall bear the taxes and other public charges including, but
not  limited  to,  fixed  property  tax,  urban  planning  tax,  and real estate
acquisition tax, to be imposed on the newly  established or altered  furnishings
and  facilities  pursuant  to Article 8 hereof  irrespective  of the holder of a
title deed.

Article 9  (Repair)
     9.1 If there is a need for repair,  the Lessee shall request the Lessor for
repair as soon as possible and the Lessor shall  promptly  coordinate the repair
work as soon as possible.

     9.2 In case the Lessor has properly  implemented  repair,  improvement,  or
maintenance work as the Lessor admits necessary  (inclusive of power failure and
suspension  of  water   supply),   the  Lessor  shall  not  be  liable  for  any
inconvenience and damages of the Lessee as a result of repair,  improvement,  or
maintenance or remodeling.  If the period of repair or improvement continues for
a long time, the Lessor and the Lessee shall mutually discuss the matter.

<PAGE>

Article 10 (Compensation for Damage)
The  Lessee  shall  bear all the  compensation  for  damage  to the room to let,
facility,  furnishings  of  the  Lessor  or to the  common  space  caused  by an
accidental  or  intentional  fault of the  Lessee  or its  agent,  employee,  or
contractor.

Article 11   (Indemnification)
The Lessor  shall be held  harmless  for the  damages of the Lessee  caused as a
result of natural  disasters  by an Act of God  including,  but not  limited to,
earthquake,  fire, and damage from a storm and flood,  or robbery and loss which
is not attributed to the fault of the Lessor.

Article 12   (Renewal of Lease Agreement)
The Agreement  shall be renewed for two more years from the following day of the
maturity if either the Lessor or the Lessee  does not  provide  any  instance in
writing  six  months  prior to the  maturity  of the  Agreement  at the  latest.
Provided  however that, the Lessor may revise the rent as provided in Article 3,
Item 3.1 hereof after consultation with the Lessee at the time of renewal of the
Agreement.

Article 13   (Cancellation Before the Maturity)
If  cancellation of the Agreement is required before the maturity as provided in
Article 2 hereof,  either the Lessor or the Lessee shall give an advance  notice
to the other party six months prior to the cancellation date at the latest. Even
if the  period  from the  advance  notice to the  cancellation  is less than six
months,  the Lessee may cancel the  Agreement by paying the rent that covers the
period  from the next day of the  advance  notice to the  cancellation  date and
other fees as  provided  in Article 3, and the  immediate  cancellation  penalty
which consists of the balance to the rent for six months.

Article 14 (Deposit and Guaranty Money)
     14.1 To secure a payment for the liability under the Agreement,  the Lessee
shall deposit the amount of 16,017,000.-Yen  which is equivalent to the rent for
six months to the Lessor at the time of  conclusion  of this  Agreement  and the
amount of  16,017,000.-Yen  to the Lessor as a guaranty  money no later than the
previous day of the start of lease.  If the rent is increased,  the Lessee shall
deposit the balance  separately in addition to the initial  deposit and guaranty
money.  Provided  however  that,  the Lessor shall not pay the interests for the
deposit and guaranty money.

     14.2 The deposit  and  guaranty  money may be used as a mortgage  for other
lease  agreement  between  the  Lessor  and the  Lessee  if any and also for the
liability against the Lessor and Mitsubishi Jisho Building  Management  Yokohama
Co., Ltd. in accordance  with the contract of furnishings and repair work of the
room and other rooms to let.

     14.3 If the Lessee is liable for the rent in arrears,  the compensation for
damage, the payment in accordance with the Agreement or other agreements, or the
payment  based on the contract  with the Lessor and  Mitsubishi  Jisho  Building
Management  Yokohama Co., Ltd. for the  furnishings  and repair work, the Lessor
shall be able to apply the  above-mentioned  deposit or  guaranty  money for the
above-mentioned purposes without any notification.

<PAGE>


     14.4 If the case as provided in Item 14.3 arises, the Lessee shall fill the
deposition and guaranty money within 10 days after the receipt of the notice.

     14.5 The Lessee  shall not claim the offset to the total  liabilities  with
the deposit and guaranty money.

     14.6 In case the Agreement is  concluded,  resolved,  or canceled,  and the
Lessee  completely clears out of the room to let, the deposit and guaranty money
shall be returned to the Lessee promptly after taking away the amount payable to
the Lessor if any balance is remained.

Article 15 (Prohibition of Transfer or Loan of the Right of Claim of Deposit and
Guaranty Money)
The Lessee  shall not  transfer  or place a mortgage of the claim of deposit and
guaranty money to others.

Article 16 (Cancellation Before the Start of Lease)
     16.1 If the Lessee  cancels the  Agreement  for certain  reasons  after the
conclusion of the Agreement and before the start of lease,  the Lessee shall pay
the  amount  equivalent  to the  deposit of  16,017,000.-Yen  to the Lessor as a
cancellation  penalty. In addition,  if the Lessor has built the partition walls
and  entrances/exits for the Rooms 1402 and 1403 to prepare for the lease to the
Lessee  (including  the case that the  purchase  order has  already  made to the
subcontractor), the Lessee shall pay the construction expenses.

     16.2  If the  case  as  provided  in  Item  16.3  occurs,  the  Lessor  may
appropriate the deposit money received from the Lessee at the time of conclusion
of this Agreement for the cancellation  penalty and shall not return the deposit
to the Lessee.

Article 17 (Liability Arrears Damages)
If the Lessee is in arrears for the payment of liability  such as rent and other
charges  pursuant  to the  Agreement,  the Lessor may claim  damages for delayed
payment at the annual rate of 18.25% to the Lessee.  Even if the Lessee has paid
the liability in arrears to the Lessor,  the Lessor shall not be precluded  from
executing the right to cancel the Agreement pursuant to Article 19 hereof.

Article 18 (Conformance to Detailed Building Facility Rules)
The Lessee shall conform to the Queens Tower Building A Detailed  Facility Rules
attached herewith (inclusive of the rules modified by the Lessor.)

Article 19 (Rescission of Lease Agreement)
     19.1 If either the Lessor or the Lessee acts contrary to the Agreement, the
other  party  may  rescind  the  Agreement  after  giving a  certain  period  of
peremptory notice.

     19.2 If the Lessor  rescinds the  Agreement  for the reason of the Lessee's
infringement  hereof,  the Lessee shall pay a penalty equivalent to the rent for
six  months to the  Lessor.  Provided  however  that,  the  Lessor  shall not be
precluded  from  claiming the damage  caused by  rescission  of the Agreement or
delayed vacation of the room to let.

<PAGE>

Article 20 (Force Majeure)
If all or part of the  building  is lost or  destroyed  due to an event of force
majeure or any other  cause  beyond the  control of the party  affected,  either
party may terminate the Agreement by notifying the other party in writing.

Article 21 (Vacation of the Room to Let)

     21.1 If the  Lessee  does not  vacate the room to let at the same time with
the  maturity  of  the  Agreement,  the  Lessee  shall  pay to  the  Lessor  the
compensation  for  damages  which is  double  the rent for the  period  from the
following day of the maturity of the Agreement until the completion of vacation,
plus utilities  charges  including,  but not limited to,  electricity  and water
rates.  The Lessee shall  compensate  for damage if the delay of  surrender  has
caused the Lessor a damage.

     21.2 The Lessee shall remove furnishings and equipment which the Lessee has
newly  established  or  added  by the  expense  of the  Lessee  and  repair  any
modification,  corruption,  and  damage  to the  room to let,  furnishings,  and
facility,  perform  coating  and  replacement  of  walls,  ceilings,  and  floor
finishing  materials,  returning  the  state of the room to let to its  original
state  before  evacuating  them to the  Lessor.  The  Lessee  shall  submit  the
restitution memoranda on the issue to the Lessor.

     21.3 The  construction for restitution as provided in Article 20, Item 20.2
shall be conducted by the Lessor, and the expenses for the construction shall be
paid  by  The  lessee.  Provided  however  that,  The  lessee  may  arrange  the
subcontractor  by its own  discretion  by obtaining the consent of the Lessor in
writing.

     21.4 If the Lessee  does not remove the  articles  in the room to let after
the  maturity of the  Agreement,  the Lessor may dispose the articles at its own
discretion.  The Lessor may claim the  expenses  needed for the  disposal of the
articles to the Lessee.

     21.5 Whatever the conditions or pretexts may be, the Lessee shall not claim
the  repayment  of the  expenses  paid  for the  room to let,  furnishings,  and
facility or the  compensation  for removal,  eviction,  and premium.  The Lessee
shall not ask the Lessor to purchase  the  furnishings  and  facility  which the
Lessee has newly installed or added.

Article22 (Agent)
The Lessor  shall  entrust  the agent as  designated  herein with full powers in
relation  to the  Agreement,  and the Lessee  shall  execute  any actions to the
Lessor through the designated agent. Provided however that, the Lessor shall not
be precluded from directly exercising the rights to the Lessee.

Article 23 (Confidentiality)
The parties shall take sufficient  measures to keep in strict  confidence all of
the contents rendered  hereunder and shall not disclose any of them to any third
party, Provided however that, this obligation of confidentiality shall not apply
to the legal obligation of disclosure of information.

<PAGE>

IN WITNESS  WHEREOF,  each of the parties hereto has caused this Agreement to be
executed in duplicate,  by its duly authorized  officer or  representative as of
the date first above written.
Lessor:      Mitsubishi Jisho Co., Ltd.
             2-7-3 Marunouchi, Chiyoda-ku, Tokyo
             Takeshi Fukuzawa, President and CEO

             
             /s/Takeshi Fukuzawa
             -----------------------------------
             Takeshi Fukuzawa, President and CEO
             

Agent:       Mitsubishi Jisho Building Management Yokohama, Co., Ltd.
             2-2-1 Minato Mirai, Nishi-ku, Yokohama-shi, Kanagawa-pref.
             Takeyuki Ohnishi, President and CEO



             Authorized Land and Building Dealer
             (Tokyo) No.66783
             Hajime Kumakura




Lessee:      Helix Technology, K.K.
             2-1-1 Minato Mirai, Nishi-ku, Yokohama-shi,
             Yoshiko Nishio, President and CEO



             /s/Keiko Nishio
             -----------------------------------
             Keiko Nishio, President

<PAGE>


                                      QUEENS TOWER - A
                                 DETAILED FACILITIES RULES

I.  General Information

1. Building Opening/Closing Time

           Opening             Closing     Gateway used during closure
          -----------        -----------   -----------------------------------
   Entrances/exits 8:00 a.m.   10:00 p.m.  1F Tower-A gate way
                                           1F Landmark tower side exit
                                           (22:00 p.m. to midnight)

The   opening/closing   time  may  be  changed   due  to   building   management
circumstances.

2. Air Conditioning Service

                Weekdays                Saturdays, Sundays, Holidays
                -------------           ------------------------------------
        8:30 a.m. to 7:00 p.m.                        Closed

Air conditioning  service will be provided during the time shown above. The time
for service may be shortened to save energy.

3. Elevators

                       Weekdays              Saturdays, Sundays, Holidays
                    -------------        ------------------------------------
   Passengers                   Operated all day

   Cargoes     8:00 a.m. to 22:00 p.m.                 Stopped

Elevators will be operated as shown in the table above. Elevator operations time
and system may be changed due to building management circumstances.

4. Hot Water Supply

                Weekdays                Saturdays, Sundays, Holidays
                -------------           ------------------------------------

 
        8:00 a.m. to 7:00 p.m.                        Closed

Hot water will be  supplied to the hot water  station  located on every floor as
shown above.

5. Window Cleaning
The Building Management Office (Mitsubishi Jisho Building  Management  Yokohama)
will clean the windows on the outside once a month.

<PAGE>

6. Mail Delivery
Normal mail will be delivered to the mailbox located on the 1st floor.

7. No Power Supply Day (Building Closure Day)
A Sunday  during the period from  February  20th to 26th every year, 9 a.m. to 6
p.m. The "No Power Supply Day" is established  for legal  inspection of electric
facilities.  Power cut may occur at a certain  occasion for the  construction of
electric  facility.  A notice will be delivered in advance when the construction
is to be implemented.

II. Detailed Rules

1. Preservation and Maintenance of Building
     1)  Take  good  care to  keep  the  building  and  its  facilities  in good
condition.
     2) Contact the Building  Management Office as soon as any damage or failure
is found.
     3) The floor  loading  limit is 500kg/m2.  Contact the Building  Management
Office for consultation in advance when executing the installation and moving of
heavy objects such as a safe and movable racks.
     4)  Obtain  a prior  approval  from the  Building  Management  Office  when
modification of the building layout is planned including repair or rearrangement
of furnishings, or installation of new furniture. The Building Management Office
will  perform all  construction  work which can affect the  building  structure,
power/water supply, drainage, and air conditioning works.
     5) It is  stipulated  by law that all  electric  facilities  are  under the
supervision  and  maintenance  of the Queen's Square  Yokohama chief  electrical
engineers.  The lessee  shall  designate  the  personnel  in charge of  handling
electric  appliances  at all  times  and  implement  periodical  inspection  and
maintenance for special  electric  appliances.  The inspection  results shall be
submitted to the Building Management Office in writing.
     6) As the capacity for electric appliances is limited, contact the Building
Management Office in advance when using large electric appliances.
     7) It is unavoidable to perform constructions which may cause inconvenience
to the lessee. Your cooperation is highly appreciated during construction.

2. General Rules
     1) Obtain a prior approval from the Building Management Office when showing
the Company name or other information on the door of the room to let.
     2) No posting  of bills and  writing on the  windows,  space,  and walls of
common use.
     3) When leaving the articles on the space of common use such as a corridor,
DO NOT cause a nuisance to the surrounding  area including,  but not limited to,
the generation of noise, odor, or oscillation.
     4) Do NOT install the telephone under disguised ownership.
     5) Delivery  of baggage  shall be made from the  baggage  delivery  station
located on the 2nd basement.  The height of the delivery truck must be less than
3m, and the use of the baggage  delivery  station  must be  completed  within 30
minutes.  Do NOT use the main  entrance,  other  entrances  and  exits,  and the
elevators for visitors for baggage delivery.  Please be sure to tell these rules
to all suppliers concerned.

<PAGE>

     6) Parking is NOT allowed in the surrounding  area of the building.  Do NOT
park on the road.
     7) When the  ambulance  is called,  contact the Tower - A Operation  Center
(ext.#5000) about the call, too.

3. Hygiene and Cleaning
     1) The cleaning of the room to let shall be conducted  either by the lessee
themselves or the authorized vendor.
     2) To keep the floor  carpets  of the inner  office  and  corridors  clean,
contact the cleaning vendor mentioned above immediately after finding any stains
or damages.  Telecommunication cables and power lines are wired under the floor.
Contact the Building  Management Office  immediately when the damage by water is
concerned.
     3) Dump used tea leaves and cigarette buds in the container equipped in the
hot water station.
     4) Dusts and waste paper must be disposed of separately  into the dedicated
container.
     5) Insect and rat poisoning will be performed by the authorized vendor on a
regular basis.
     6) Bulky waste must be disposed of by the lessee themselves.

4. Prevention of Crimes and Guarding
     1) Always take good care for  prevention  of theft,  burglary,  or robbery.
Contact  both  the  police  (Dial  #0110)  and the  Tower - A  Operation  Center
immediately after finding the theft, burglary, or robbery.
     2)  Consult  the  Building  Management  Office in advance  when  hiring the
guard(s).
     3) Take good care when handling the key. Before you leave the office,  make
sure  that the  office  is  locked.  Be sure to keep the key in the key  deposit
system  and do not carry the key  outside of the  building.  if the key is lost,
contact the Building Management Office immediately.
     4) The IC card is as  important  as a key.  If you  have  lost the IC card,
contact  the  Building  Management  Office  immediately.  Conform to the IC Card
Guideline for the use of the card.
     5) Please refrain from staying overnight in the building. If overnight stay
is necessary, consult the matter with the Building Management Office in advance.
     6) If you find  someone  or  something  suspicious,  contact  the Tower - A
Operation Center immediately.

5. Fire Prevention
     1) Designate the fire prevention manager, fire prevention  specialist,  and
fire prevention inspector, and always take good care for the prevention of fire.
If a fire is detected,  call the fire department  (Dial #0119),  and contact the
Tower  - A  Operation  Center.  The  appointment  and  alteration  of  the  fire
prevention  specialist,  fire prevention manager,  and fire prevention inspector
must be reported to the Building Management Office.
     2)  Ensure  that  everyone  is  aware  of the  location  and  usage  of the
communication  equipment (e.g.  emergency phone),  fire extinguishing  equipment
(e.g. fire extinguisher,  fire sprinkler), and evacuation facility (e.g. stairs,
emergency exits).  Do NOT leave the articles near the fire prevention  equipment
such as water  sprinklers,  emergency  exits, and fire doors as those can hinder
the fire fighting activities.
     3) A required number of fire extinguishers are equipped in the room to let.

<PAGE>

     4) Throw  cigarette  buds in the  dedicated  container  equipped in the hot
water station.
     5) Do NOT  bring  hazardous  objects  into  the  building.  Do NOT  use the
equipment which can catch afire.
     6) Leave the office after confirming the safety of the room.

III. Emergency
Fill in the form of emergency list of where to make contact and submit it to the
Tower-A Operation Center. All modifications must be notified without fall.

IV.  Room Visiting by Staff Members
The  building  management  staff may enter  into the room as  required  from the
management point of view. A notice will be given later on.

V.   IC Cards
Conform to the IC Card Guideline for the use of IC cards.

VI.  Information Terminals
Conform to the Information  Terminal Guideline to be separately provided for the
use of the information terminal on lease.


The  contents  of the  Detailed  Facility  Rules may be changed  due to building
management  circumstances.  Please be sure to observe the updated rules as well.
Everyone must be aware of the above-mentioned rules.


             Mitsubishi Jisho Building Management Yokohama Co., Ltd.