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                                                                   EXHIBIT 10.27


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                                        Basic Lease Information                       
<S>                                     <C>                                           
Lease Date:                             January 25, 1993                              
                                                                                      
Landlord:                               Anaheim Technology Center,                    
                                        a California Limited Partnership              
                                                                                      
Landlord's Address:                     P.O. Box 19693, 30 Executive Park, Suite 100  
                                        Irvine, California 92713-9693                 
                                                                                      
Tenant:                                 AmeriQuest Technologies, Inc.                 
                                        a Delaware Corporation                        
                                                                                      
Tenant's Address:                       No. 3 Imperial Promenade                      
                                        Santa Ana, CA 92705                           
                                                                                      
Premises:                               Approximately 62,298 square feet as           
                                        shown on Exhibit A                            
                                                                                      
Premises Address:                       1051 South East Street                        
                                        Anaheim, CA 92805                             

                                        Building:                     108,000 square feet
                                        Lot (Building's tax parcel):  108,000 square feet
                                        Park:                         237,600 square feet

Term:                                   March 1, 1995 ("Commencement Date"), through
                                        February 29, 2000 ("Expiration Date")

Base Rent (Paragraph 3):                Eighteen Thousand Sixty-Six Dollars ($18,066) per month

Adjustments to Base Rent:               3/l/95 -  3/31/95               $18,066 per month
                                        4/l/95 - 11/30/95               $ 9,033 per month (Months 2-9 are at one-half rent
                                                                        resulting in a "Rent Waiver" of $9,345 per month) 
                                        12/l/95 - 2/29/96               $18,066 per month 
                                        3/1/96 -  2/28/98               $21,804 per month 
                                        3/l/98 -  2/29/00               $23,673 per month

Security Deposit (Paragraph 4.1):       Eighteen Thousand Sixty-Six Dollars ($18,066)

Cleaning Deposit (Paragraph 4.2):       N/A

*Tenant's Share of Operating Expenses (Paragraph 6.1):        57.7% of the Building or 26.2% of the Park  
*Tenant's Share of Tax Expenses (Paragraph 6.2):              57.7% of the Lot                            
*Tenant's Share of Common Area Utility Costs (Paragraph 7):   57.7% of the Building or 26.2% of the Park          
                                

  *The amount of Tenant's Share of the expenses as referenced above shall be
subject to modification as set forth in this Lease.

Permitted Uses:                       Warehouse and distribution of electronic
                                      and computer components, related light assembly,
                                      and related office, engineering, and
                                      administrative uses.

General Liability Insurance     Bodily injury limit of not less than
      Amount (Paragraph 12)     $1,000,600 per occurrence; Property damage limit
                                of not less than $1,000,000 per occurrence;
                                Combined single limit of not less than 
                                $2,000,000.
                                
Unreserved Parking Spaces:      One Hundred Twenty-Five (125)
                                nonexclusive and undesignated spaces, except
                                those areas designated on Exhibit A as Exclusive
                                Parking.

Broker (Paragraph 38):          CB Commercial (Pat Cavanaugh, Forrest Wylder), 
                                Lee & Associates (Bob Griffin)

Exhibits:                       Exhibit A - Premises, Building, Lot and/or Park 
                                Exhibit B - Tenant Improvements
                                Exhibit C - Rules and Regulations 
                                Exhibit F - Hazardous Materials Disclosure Certificate
                                Exhibit G - Change of Commencement Date - Example 
Addenda:                        Addendum I:
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<PAGE>   2



                                 LEASE AGREEMENT

DATE:   This Lease is made and entered into as of the Lease Date defined on Page
        1. The Basic Lease Information set forth on Page 1 and this Lease are
        and shall be construed as a single instrument.

1.         Premises: Landlord hereby leases the Premises to Tenant upon the
terms and conditions contained herein. Landlord hereby grants to Tenant a
revocable license for the right to use, on a non-exclusive basis, parking areas
and ancillary facilities located within the Common Area of the Park, subject to
the terms of this Lease. Landlord and Tenant hereby agree that for purposes of
this Lease, as of the Lease Date, the rentable square footage area of the
Premises, the Building, the Lot and the Park shall be deemed to be the number of
rentable square feet set forth in the Basic Lease Information on Page 1. Tenant
further agrees that the number of rentable square feet of the Premises, the
Building, the Lot and the Park may subsequently change after the Lease Date
commensurate with any modifications to any of the foregoing.

2.         Adjustment of Commencement Date; Condition of the Premises: If
Landlord cannot deliver possession of the Premises on the Commencement Date,
Landlord shall not be subject to any liability nor shall the validity of the
Lease be affected; provided the Lease term and the obligation to pay Rent shall
commence on the date possession is tendered and the Expiration Date shall be
extended by a period of time equal to the period computed from the Commencement
Date to the date possession is tendered by Landlord to Tenant. In the event the
commencement date and/or the expiration date of this Lease is other than the
Commencement Date and/or Expiration Date provided on Page 1, as the case may be,
Landlord and Tenant shall execute a written amendment to this Lease,
substantially in the form of Exhibit F hereto, wherein the parties shall specify
the actual commencement date, expiration date and the date on which Tenant is to
commence paying Rent. In the event that Landlord permits Tenant to occupy the
Premises prior to the Commencement Date, such occupancy shall be at Tenant's
sole risk and subject to all the provisions of this Lease, including, but not
limited to, the requirement to pay the Security Deposit, and to obtain
the insurance required pursuant to this Lease and to deliver insurance
certificates as required herein. In addition to the foregoing, Landlord shall
have the right to impose such additional conditions on Tenant's early entry as
Landlord shall deem appropriate. By taking possession of the Premises, Tenant
shall be deemed to have accepted the Premises in a good, clean and completed
condition and state of repair, in compliance with all applicable laws, codes,
regulations, administrative orders and ordinances, and subject to all matters of
record. Tenant hereby acknowledges and agrees that neither Landlord nor
Landlord's agents or representatives has made any representations or warranties
as to the suitability, safety or fitness of the Premises for the conduct of
Tenant's business, Tenant's intended use of the Premises or for any other
purpose, and that neither Landlord nor Landlord's agents or representatives has
agreed to undertake any alterations or construct any Tenant Improvements to the
Premises except as expressly provided in this Lease.

3.         Rent: On the date that Tenant executes this Lease, Tenant shall
deliver to Landlord the original executed Lease, the Base Rent (which shall be
applied against the Rent payable for the first month Tenant is required to pay
Base Rent), the Security Deposit, the Cleaning Deposit, and all insurance
certificates evidencing the insurance required to be obtained by Tenant under
Section 12 of this Lease. Tenant agrees to pay Landlord, without prior notice or
demand, or abatement, offset, deduction or claim, the Base Rent described on
Page 1, payable in advance at Landlord's address shown on Page 1 on the first
day of each month throughout the term of the Lease. In addition to the Base Rent
set forth on Page 1, Tenant shall pay Landlord in advance and on the first (1st)
day of each month throughout the term of this Lease (including any extensions of
such term), as Additional Rent Tenant's share, as set forth on Page 1, of
Operating Expenses, Tax Expenses, Common Area Utility Costs, and Utility
Expenses, and Administrative Expenses all in the manner as specified in Sections
6.1, 6.2, 6.3, 6.4 and 7 of this Lease, respectively. Additionally, Tenant shall
pay to Landlord as Additional Rent hereunder, immediately on Landlord's demand
therefor, any and all costs and expenses incurred by Landlord to enforce the
provisions of this Lease, including, but not limited to, costs associated with
any proposed assignment or subletting of all or any portion of the Premises by
Tenant, costs associated with the delivery of notices, delivery and recordation
of notice(s) of default, attorneys' fees, expert fees, court costs and filing
fees (collectively, the "Enforcement Expenses"). The term "Rent" whenever used
herein refers to the aggregate of all these amounts. If Landlord permits Tenant
to occupy the Premises without requiring Tenant to pay rental payments for a
period of time, the waiver of the requirement to pay rental payments shall only
apply to waiver of the Base Rent and Tenant shall otherwise perform all other
obligations of Tenant hereunder, including, but not limited to paying to
Landlord any and all amounts considered additional rent, such as Tenant's share
of Operating Expenses, Tax Expenses, Common Area Utility Costs, and Utility
Expenses, and Administrative Expenses. If, at any time, Tenant is in default of
or otherwise breaches any term, condition or provision of this Lease, any such
waiver by Landlord of Tenant's requirement to pay rental payments shall be null
and void and Tenant shall immediately pay to Landlord all rental payments waived
by Landlord. The Rent for any fractional part of a calendar month at the
commencement or termination of the Lease term shall be a prorated amount of the
Rent for a full calendar month based upon a thirty (30) day month. The prorated
Rent shall be paid on the Commencement Date and the first day of the calendar
month in which the date of termination occurs, as the case may be.


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        4.1 Security Deposit: Upon Tenant's execution of this Lease, Tenant
shall deliver to Landlord, as a Security Deposit for the performance by Tenant
of its obligations under this Lease, the amount described on Page 1. If Tenant
is in default, Landlord may, but without obligation to do so, use the Security
Deposit, or any portion thereof, to cure the default or to compensate Landlord
for all damages sustained by Landlord resulting from Tenant's default,
including, but not limited to the Enforcement Expenses. Tenant shall,
immediately on demand, pay to Landlord a sum equal to the portion of the
Security Deposit so applied or used so as to replenish the amount of the
Security Deposit held to increase such deposit to the amount initially
deposited with Landlord. As soon as practicable but in no event more than
thirty (30) days after the termination of this Lease, Landlord shall return the
Security Deposit to Tenant, less such amounts as are reasonably necessary, as
determined solely by Landlord, to remedy Tenant's default(s) hereunder or to
otherwise restore the Premises to a clean and safe condition, reasonable wear
and tear excepted. If the cost to restore the Premises exceeds the amount of
the Security Deposit, Tenant shall promptly deliver to Landlord any and all of
such excess sums as reasonably determined by Landlord. Landlord shall not be
required to keep the Security Deposit separate from other funds, and, unless
otherwise required by law, Tenant shall not be entitled to interest on the
Security Deposit. In no event or circumstance shall Tenant have the right to
any use of the Security Deposit and, specifically, Tenant may not use the
Security Deposit as a credit or to otherwise offset any payments required
hereunder, including, but not limited to, Rent or any portion thereof.

5. Tenant Improvements: Tenant hereby accepts the Premises in its
current "as is" condition unless otherwise specified in Exhibit B, attached
hereto and incorporated herein by this reference. If so specified in Exhibit B
hereto, Landlord or Tenant, as the case may be, shall install the improvements
("Tenant Improvements") on the Premises as described and in accordance with the
terms, conditions, criteria and provisions set forth in Exhibit B, attached and
incorporated herein by this reference. Tenant acknowledges that neither Landlord
nor any of Landlord's agents, representatives or employees has made any
representations as to the suitability or fitness of the Premises for the conduct
of Tenant's business, including, without limitation, any storage incidental
thereto, or for any other purpose, and that neither Landlord nor any of
Landlord's agents, representatives or employees has agreed to undertake any
alterations or construct any Tenant Improvements to the Premises except as
expressly provided in Exhibit B to this Lease.

6. Additional Rent: The costs and expenses described in this Section 6
and all other sums, charges, costs and expenses specified in this Lease other
than Base Rent, including, but not limited to, Utility Expenses, Tenant's share
of Common Area Utility Costs, Late Charges and Enforcement Expenses are to be
paid by Tenant to Landlord as additional rent (collectively "Additional Rent").

        6.1 Operating Expenses: In addition to the base Rent set forth
in Section 3, Tenant shall pay its share, which is defined on Page 1, of all
Operating Expenses as Additional Rent. The term "Operating Expenses" as used
herein shall mean the total amounts paid or payable by landlord in connection
with the ownership, maintenance, repair and operation of the Premises, the
Building and the Lot, and where applicable, of the Park referred to on Page 1.
The amount of Tenant's share of Operating Expenses shall be reviewed from time
to time by Landlord and shall be subject to modification by landlord as
reasonably determined by Landlord. These Operating Expenses may include, but are
not limited to:


<PAGE>   4

        [xxxxxxxxxxxxxxxxxxx] the roof, the roof membrane and the
        exterior walls of the Building. Notwithstanding the above, Landlord
        agrees to amortize the cost of any capital improvements or replacements
        over the useful life of the improvements or replacements;

                6.1.2 Landlord's cost of maintaining the outside paved area,
        landscaping and other common areas for the Park. The term "Common Area"
        shall mean all areas and facilities within the Park exclusive of the
        Premises and the other portions of the Park leased exclusively to other
        tenants. The Common Area includes, but is not limited to, interior
        lobbies, mezzanines, parking areas, access and perimeter roads,
        sidewalks, rail spurs, landscaped areas and similar areas and
        facilities;

                6.1.3 Landlord's annual cost of insurance insuring against fire
        and extended coverage (including, if Landlord elects, "all risk"
        coverage) and all other insurance, including, but not limited to,
        earthquake, flood and/or surface water endorsements for the Building,
        the Lot and the Park (including the Common Area), rental value insurance
        against loss of Rent in an amount equal to the amount of Rent for a
        period of at least six (6) months commencing on the date of loss, and
        subject to the provisions of Section 27 below, any deductible;

                6.1.4 Landlord's cost of modifications to the Building, the
        Common Area and/or the Park occasioned by any rules, laws or regulations
        effective subsequent to the date on which the Building was originally
        constructed;

                6.1.5 Landlord's cost of modifications to the Building, the
        Common Area and/or the Park occasioned by any rules, laws or regulations
        arising from Tenant's use of the Premises regardless of when such rules,
        laws or regulations became effective;

                6.1.6 If Landlord elects to so procure, Landlord's cost of
        preventative maintenance, and repair contracts including, but not
        limited to, contracts for elevator systems and heating, ventilation and
        air conditioning systems, lifts for disabled persons, and trash or
        refuse collection;

                6.1.7 Landlord's cost of security and fire protection services
        for the Building and/or the Park, as the case may be, if in Landlord's
        sole discretion such services are provided;

                6.1.9 Landlord's cost for the creation and negotiation of, and
        pursuant to, any rail spur or track agreements, licenses, easements or
        other similar undertakings; and

                6.1.10 Landlord's cost of supplies, equipment, rental equipment
        and other similar items used in the operation and/or maintenance of the
        Park.

        6.2 Tax Expenses: In addition to the Base Rent set forth in Section 3,
Tenant shall pay its share, which is defined on Page 1, of all real property
taxes applicable to the land and improvements included within the Lot on which
the Premises are situated and one hundred percent (100%) of all personal
property taxes now or hereafter assessed or levied against the Premises or
Tenant's personal property. The amount of Tenant's share of Tax Expenses shall
be reviewed from time to time by Landlord and shall be subject to modification
by Landlord as reasonably determined by Landlord. Tenant shall also pay one
hundred percent (100%) of any increase in real property taxes attributable, in
Landlord's sole discretion, to any and all alterations, Tenant Improvements or
other improvements of any kind, which are above standard improvements
customarily installed for similar buildings located within the Building or the
Park (as applicable), whatsoever placed in, on or about the Premises for the
benefit of, at the request of, or by Tenant. The term "Tax Expenses" shall mean
and include, without limitation, any form of tax and assessment (general,
special, supplemental, ordinary or extraordinary), commercial rental tax,
payments under any improvement bond or bonds, license, rental tax, transaction
tax, levy, or penalty imposed by authority having the direct or indirect power
of tax (including any city, county, state or federal government, or any school,
agricultural, lighting, drainage or other improvement district thereof) as
against any legal or equitable interest of Landlord in the Premises, the
Building, the Lot or the Park, as against Landlord's right to rent or other
income therefrom, or as against Landlord's business of leasing the Premises or
the occupancy of Tenant or any other tax, fee, or excise, however described,
including, but not limited to, any value added tax, or any tax imposed in
substitution (partially or totally) of any tax previously included within the
definition of real property taxes, or any additional tax the nature of which was
previously included within the definition of real property taxes. The term "Tax
Expenses" shall not include any franchise, estate inheritance, net income, or
excess profits tax imposed upon Landlord.

        6.3 Administrative Expenses: In addition to the Base Rent set forth 
in Section 3 hereof, Tenant shall pay Landlord, without prior or demand, on the
first (1st) day of each month and throughout the term of this Lease (including
any extension of such term), as compensation to Landlord for accounting and
management services rendered on behalf of the Building and/or the Park,
one-twelfth (1/12th) of an amount equal to ten percent (10%) of the aggregate
of Tenant's share of (i) the total Operating Expenses as described in Sections
6.1 above, respectively, and (ii) all Common Area Utility Costs for the Park as
described in Section 7 below; as such amounts are estimated by Landlord in
Accordance with the provisions of Section 6.4 below (collectively, the
Administrative Expenses"). Tenant's obligations to pay such Administrative
Expenses shall survive the expiration or earlier termination of this Lease.
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[xxxxxxxxxxxxxxxxxxxxxxxxx] the calendar year in which the Lease commences.
Commencing on the Commencement Date, one-twelfth (1/12th) of this estimated
amount shall be paid by Tenant to Landlord, as Additional Rent, on the first
(1st) day of each month and throughout the remaining months of such calendar
year. Thereafter, Landlord may estimate such expenses as of the beginning of
each calendar year and Tenant shall pay one-twelfth (1/12th) of such estimated
amount as Additional Rent hereunder on the first day of each month during such
calendar year and for each ensuing calendar year throughout the term of this
Lease (including any extensions of the term). By April 30th of each of the
following calendar years, or as soon thereafter as reasonably possible,
including the calendar year after the calendar year in which this Lease
terminates or the term expires, Landlord shall endeavor to furnish Tenant with
an accounting of actual Operating Expenses and Tax Expenses. Within thirty (30)
days of Landlord's delivery of such accounting, Tenant shall pay to Landlord
the amount of any underpayment. Notwithstanding the foregoing, failure by
Landlord to give such accounting by such date shall not constitute a waiver by
Landlord of its right to collect any of Tenant's underpayment at any time.
Landlord shall credit the amount of any overpayment by Tenant toward the next
estimated monthly installment(s) falling due, or where the term of the Lease
has expired, refund the amount of overpayment to Tenant. Tenant, at its sole
cost and expense through any certified public accountant designated by it,
shall have the right to examine and/or audit the books and records evidencing
such costs and expenses for the previous one (1) calendar year, during
Landlord's reasonable business hours and not more frequently than once during
any calendar year. Tenant's obligations to pay its share of Operating Expenses
and Tax Expenses shall survive the expiration or earlier termination of this
Lease.

        6.5 Annual Reconciliation: If the term of the Lease expires prior to the
annual reconciliation of expenses, if any, Landlord shall have the right to
reasonably estimate Tenant's share of such expenses, and if Landlord determines
that an underpayment is due, Tenant hereby agrees that Landlord shall be
entitled to deduct such underpayment from Tenant's Security Deposit. If Landlord
reasonably determines that an overpayment has been made by Tenant, Landlord
shall refund said overpayment to Tenant as soon as practicable thereafter.
Notwithstanding the foregoing, failure of Landlord to accurately estimate
Tenant's share of such expenses or to otherwise perform such reconciliation of
expenses, including, without limitation, Landlord's failure to deduct any
portion of any underpayment from Tenant's Security Deposit, shall not constitute
a waiver of Landlord's right to collect any of Tenant's underpayment at any time
during the term of the Lease or at any time after the expiration or earlier
termination of this Lease.

7. Utilities: Utility Expenses, Common Area Utility Costs and all other sums or
charges set forth in this Section 7 are considered part of Additional Rent.
Tenant shall pay the cost of all water, sewer use, sewer discharge fees and
sewer connection fees, gas, heat, electricity, refuse pickup, janitorial
service, telephone and other utilities billed or metered separately to the
Premises and/or Tenant. Tenant shall also pay its share of any assessments or
charges for utility or similar purposes included within any tax bill for the Lot
on which the Premises are situated, including, without limitation, entitlement
fees, allocation unit fees, and/or any similar fees or charges, and any
penalties related thereto. For any such utility fees or use charges that are not
billed or metered separately to Tenant, Tenant shall pay to Landlord, as
Additional Rent, without prior notice or demand, on the first (1st) day of each
month throughout the term of this Lease the amount which is attributable to
Tenant's use of the utilities or similar services, as reasonably estimated and
determined by Landlord based upon factors such as size of the Premises and
intensity of use of such utilities by Tenant such that Tenant shall pay the
portion of such charges reasonably consistent with Tenant's use of such
utilities and similar services ("Utility Expenses"). If Tenant disputes any such
estimate or determination, then Tenant shall either pay the estimated amount or
cause the Premises to be separately metered at Tenant's sole expense. In
addition, Tenant shall pay to Landlord its share, which is described on Page 1,
as Additional Rent, without prior notice or demand, on the first (1st) day of
each month throughout the term of this Lease, of any Common Area utility costs,
fees, charges or expenses ("Common Area Utility Costs"). Tenant shall pay to
Landlord one-twelfth (1/12th) of the estimated amount of Tenant's share of the
Common Area Utility Costs in the same manner and time periods as specified in
Section 6.4 above and any reconciliation thereof shall also be in the same
manner as specified in Sections 6.4 and 6.5 above. The amount of Tenant's share
of Common Area Utility Costs shall be reviewed from time to time by Landlord and
shall be subject to modification by Landlord as reasonably determined by
Landlord. Tenant acknowledges that the Premises may become subject to the
rationing of utility services or restrictions on utility use as required by a
public utility company, governmental agency or other similar entity having
jurisdiction thereof. Notwithstanding any such rationing or restrictions on use
of any such utility services, Tenant acknowledges and agrees that its tenancy
and occupancy hereunder shall be subject to such rationing restrictions as may
be imposed upon Landlord, Tenant, the Premises, the Building or the Park, and
Tenant shall in no event be excused or relieved from any covenant or obligation
to be kept or performed by Tenant by reason of any such rationing or
restrictions. Tenant further agrees to timely and faithfully pay, prior to
delinquency, any amount, tax, charge, surcharge, assessment or imposition
levied, assessed or imposed upon the Premises, or Tenant's use and occupancy
thereof, or as a result directly or indirectly of any such rationing or
restrictions.

8. Late Charges: Any and all sums or charges set forth in this Section 8 are
considered part of Additional Rent. Tenant acknowledges that late payment (the
tenth day of each month or anytime thereafter) by Tenant to Landlord of Base
Rent, Tenant's share of Operating Expenses, Tax Expenses, Common Area Utility
Costs, and Utility Expenses, Administrative Expenses or other sums due
hereunder, will cause landlord to incur costs not contemplated by this Lease,
the exact amount of such costs being extremely difficult and impracticable to
fix. Such costs include, without limitation, processing and accounting charges,
and late charges that may be imposed on Landlord by the terms of any note
secured by any encumbrance against the Premises, and late charges and penalties
due to the late payment of real property taxes on the Premises. Therefore, if
any installment of Rent or any other some due from


<PAGE>   6

[xxxxxxxxxxxxxxxxxxxxxxxx] of the following, as:

        (a) An additional sum equal to ten percent (10%) of such delinquent
amount plus interest on such delinquent amount at the rate equal to the prime
rate plus three percent (3%) for the time period such payments are delinquent as
a late charge for every month or portion thereof that such sums remain unpaid,
(b) the amount of seventy-five dollars ($75) for each three-day notice prepared
for, or served on, Tenant, (c) the amount of fifty dollars ($50) relating to
checks for which there are not sufficient funds. If Tenant delivers to Landlord
a check for which there are not sufficient funds, Landlord may, at its sole
option, require Tenant to replace such check with a cashier's check for the
amount of such check and all other charges payable hereunder. The parties agree
that this late charge and the other charges referenced above represent a fair
and reasonable estimate of the costs that Landlord will incur by reason of late
payment by Tenant. Acceptance of any late charge or other charges shall not
constitute a waiver by Landlord of Tenant's default with respect to the
delinquent amount, nor prevent Landlord from exercising any of the other rights
and remedies available to Landlord for any other breach of Tenant under this
Lease. If a late charge or other charge becomes payable for any three (3)
installments of Rent within any twelve (12) month period, then Landlord, at
Landlord's sole option, can either require the Rent be paid quarterly in
advance, or be paid monthly in advance by cashier's check or by electronic funds
transfer.

9.      Use of Premises:

        9.1 Compliance with Laws, Recorded Matters, and Rules and Regulations:
The Premises are to be used solely for the uses stated on Page 1 and for no
other uses or purposes without Landlord's prior written consent, which consent
may be given or withheld in Landlord's sole discretion. The use of the Premises
by Tenant and its employees, representatives, agents, invitee, licensees,
subtenants, customers or contractors (collectively, "Tenant's Representatives")
shall be subject to, and at all times in compliance with, (a) any and all
applicable laws, ordinances, statutes, orders and regulations as same exist from
time to time (collectively, the "Laws"), (b) any and all documents, matters or
instruments, including without limitation, any declarations of covenants,
conditions and restrictions, and any supplements thereto, each of which has been
or hereafter is recorded in any official or public records with respect to the
Premises, the Building, the Lot and/or the Park, or any portion thereof
(collectively, the "Recorded Matters"), and (c) any and all rules and
regulations set forth in Exhibit C, attached to and made a part of this Lease,
and any other reasonable rules and regulations promulgated by Landlord now or
hereafter enacted relating to parking and the operation of the Premises, the
Building and the Park (collectively, the "Rules and Regulations").

        9.2 Prohibition on Use: Tenant shall not use the Premises or permit
anything to be done in or about the Premises nor keep or bring anything therein
which will in any way conflict with any of the requirements of the Board of Fire
Underwriters or similar body now or hereafter constituted or in any way increase
the existing rate of or affect any policy of fire or other insurance upon the
Building or any of its contents, or cause a cancellation of any insurance
policy. No auctions may be held or otherwise conducted in, on or about the
Premises, the Building, the Lot or the Park without Landlord's written consent
thereto, which consent may be given or withheld in Landlord's sole discretion.
Tenant shall not do or permit anything to be done in or about the Premises which
will in any way obstruct or interfere with the rights of Landlord, other tenants
or occupants of the Building, other buildings in the Park, or other persons or
businesses in the area, or injure or annoy other tenants or use or allow the
Premises to be used for any unlawful or objectionable purpose, as determined by
Landlord, in its reasonable discretion, for the benefit, quiet enjoyment and use
by Landlord and all other tenants or occupants of the Building or other
buildings in the Park; nor no shall Tenant cause, maintain or permit any private
or public nuisance in, on or about the Premises, Building, Park and/or the
Common Area, including, but not limited to, any offensive odors, noises, fumes
or vibrations. Tenant shall not damage or deface or otherwise commit or suffer
to be committed any waste in, upon or about the Premises. Tenant shall not place
or store, nor permit any other person or entity to place or store, any property,
equipment, materials, supplies, personal property or any other items or goods
outside of the Promises for any period of time. Tenant shall not permit any
animals, including, but not limited to, any household pets, to be brought or
kept in or about the Premises. Tenant shall place no loads upon the floors,
walls, or ceilings in excess of the maximum designed load permitted by the
applicable Uniform Building Code or which may damage the Building or outside
areas; nor place any harmful liquids in the drainage systems; nor dump or store
waste materials, refuse or other such materials, or allow such to remain outside
the Building area, except in refuse dumpsters or in any enclosed trash areas
provided. Tenant shall honor the terms of all Recorded Matters relating to the
Premises, the Building, the Lot and/or the Park. Tenant shall honor the Rules
and Regulations. If Tenant fails to comply with such Laws, Recorded Matters,
Rules and Regulations or the provisions of this Lease, Landlord shall have the
right to collect from Tenant a reasonable sum as a penalty, in addition to all
rights and remedies of Landlord hereunder including, but not limited to, the
payment by Tenant to Landlord of all Enforcement Expenses and Landlord's costs
and expenses, if any, to cure any of such failures of Tenant, if Landlord, at
its sole option, elects to undertake such cure.

10.     Alterations and Additions; and Surrender of Premises:

        10.1 Alterations and Additions: Tenant shall not install any signs,
fixtures, improvements, nor make or permit any other alterations or additions to
the Premises without the prior written consent of landlord. If any such
alteration or addition is expressly permitted by Landlord, Tenant shall deliver
at least twenty (20) days prior notice to Landlord, from the date Tenant intends
to commence construction, sufficient to enable Landlord to post a Notice of
Non-Responsibility. In all events, Tenant shall obtain all permits or other
governmental approvals prior to commencing any of such work and deliver a copy
of same to Landlord. All alterations and additions shall be installed by a
licensed contractor approved by Landlord, at Tenant's sole expense in compliance
with all applicable Laws (including, but not limited to, the ADA as defined
herein), Recorded Matters, and Rules and Regulations. Tenant shall


<PAGE>   7



[xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx] obligations
incurred by or on behalf of Tenant. As a condition to Landlord's consent to the
installation of any fixtures, additions or other improvements, Landlord may
require Tenant to post and contain a completion and indemnity bond for up to one
hundred fifty percent (150%) of the cost of the work.

        10.2 Surrender of Premises: Upon the termination of this Lease, whether
by forfeiture, lapse of time or otherwise, or upon the termination of Tenant's
right to possession of the Premises, Tenant will at once surrender and deliver
up the Premises, together with the fixtures, furnishings, additions and 
improvements which Landlord has notified Tenant, in writing, that Landlord will
require Tenant not to remove, to Landlord in good condition and repair
including, but not limited to, replacing all light bulbs and ballasts not in
good working condition, excepting for reasonable wear and tear. Reasonable wear
and tear shall not include and any damage or deterioration that would have been
prevented by proper maintenance by Tenant or Tenant otherwise performing all of
its obligations under this Lease. Upon such termination of this Lease, Tenant
shall remove all tenant signage, trade fixtures, furniture, furnishings,
personal property, additions, and other improvements unless Landlord requests,
in writing, that Tenant not remove some or all of such trade fixtures,
furniture, furnishings, additions or improvements installed by, of Tenant or
situated in or about the Premises. Notwithstanding the above, Tenant shall not
be responsible to remove any of the Tenant Improvements installed as a part of
Exhibit B to this Lease. By the date which is twenty (20) days prior to such
termination of this Lease, Landlord shall notify Tenant in writing of those
fixtures, alterations, furniture, furnishings, trade fixtures, additions and
other improvements which Landlord shall require Tenant not to remove from the
Premises. Tenant shall repair any damage caused by the installation or removal
of such signs, trade fixtures, furniture, furnishings, fixtures, additions and
improvements which are to be removed from the Premises by Tenant hereunder. If
Landlord fails to so notify Tenant at least twenty (20) days prior to such
termination of this Lease, then Tenant shall remove all tenant signage,
fixtures, alterations, furniture, furnishings, trade fixtures, additions and
other improvements installed in or about the Premises by, or on behalf of
Tenant. Tenant shall ensure that the removal of such items and the repair of
the Premises will be completed prior to such termination of this Lease.

11.     Repairs and Maintenance:

        11.1 Tenant's Repairs and Maintenance Obligations: Tenant shall, at
Tenant's sole cost and expense, keep and maintain the Premises and the adjacent
areas (including, without limitation, any portion of the Common Area used by
Tenant or Tenant's Representatives) in good, clean and safe condition and repair
to the satisfaction of Landlord including, but not limited to, repairing any
damage caused by Tenant or Tenant's Representatives and replacing any property
so damaged by Tenant or Tenant's Representatives. Without limiting the
generality of the foregoing, Tenant shall be solely responsible for maintaining,
repairing and replacing all interior plumbing and mechanical systems, heating,
ventilation and air conditioning systems, interior electrical wiring and
equipment, interior lighting (including, without limitation, light bulbs and/or
ballasts), all interior glass, interior window casements, partitions, tenant
signage, interior doors and door closers, lifts for disabled persons serving the
Premises, sprinkler systems, fire protection systems, security systems,
fixtures, equipment, interior painting, and interior walls and floors of the
Premises (including, without limitation, any demising walls contiguous to any
portion of the Premises), and exterior lighting, exterior glass, exterior doors
and entrances, exterior window casements, exterior doors and door closers, and
exterior painting of the Premises. Tenant's obligation to keep, maintain,
preserve and repair the Premises and the adjacent area shall specifically extend
to the cleanup and removal of any and all Hazardous Materials (hereafter
defined) occurring in, on or about the Premises.

        11.2 Reimbursable Repairs and Maintenance Obligations: Subject to the
provisions of Sections 6 and 9 of this Lease and except for repairs rendered    
necessary by the intentional or negligent acts or omissions of Tenant or
Tenant's Representatives, Landlord agrees, at Landlord's expense, subject to
reimbursement pursuant to Section 6 above, to keep in good repair the plumbing
and mechanical systems exterior to the Premises, the roof, roof membranes,
exterior walls of the Building, signage (exclusive of tenant signs), and
exterior electrical wiring and equipment, exterior lighting, exterior glass,
exterior doors and entrances, exterior window casements, exterior doors and
door closers, and exterior painting of the Building (exclusive of the
Premises), and underground utility and underground sewer pipes outside the
exterior walls of the Building. Unless otherwise notified by Landlord, in
writing, that Landlord has elected to procure and maintain the following
described contract(s), Tenant shall procure and maintain (a) the heating,
ventilation and air conditioning systems preventative maintenance and repair
contract(s); such contract(s) to be on a bi-monthly or quarterly basis, as
reasonably determined by Landlord, and (b) the fire and sprinkler protection
services and preventative maintenance and repair contract(s) (including,
without limitation, monitoring services); such contract(s) to be on a
bi-monthly or quarterly basis, as reasonably determined by Landlord. Landlord
reserves the right, but without the obligation to do so, to procure and
maintain (i) the heating, ventilation and air conditioning systems preventative
maintenance and repair contract(s), and/or (ii) the fire and sprinkler
protection services and preventative maintenance and repair contract(s)
(including, without limitation, monitoring services). If landlord so elects to
procure and maintain any such contract(s), Tenant will reimburse Landlord for
the cost thereof in accordance with the provisions of Section 6 above. If
Tenant procures and maintains any such contract(s), Tenant will promptly
deliver to landlord a true and complete copy of (x) each such contract and any
and all renewals or extensions thereof, and (y) each service report or other
summary received by Tenant pursuant to or in connection with such contract(s).

        11.3 Landlord's Repairs and Maintenance Obligations: Except for repairs
rendered necessary by the intentional or negligent acts or omissions of Tenant
or Tenant's Representatives, Landlord agrees, at Landlord's sole


<PAGE>   8


[xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx] exclusive of glass and exterior doors)
and (b) replace the structural portions of the roof of the Building (excluding
the roof membrane) as, and when, Landlord determines such replacement to be
necessary in Landlord's sole discretion.

        11.4 Tenant's Failure to Perform Repairs and Maintenance Obligations:
Except for normal maintenance and repair of the items described above, Tenant   
shall have no right of access to or right to install any device on the roof of
the Building nor make any penetrations of the roof of the Building without the
express prior written consent of Landlord. If Tenant refuses or neglects to
repair and maintain the Premises and the adjacent areas properly as required
herein and to the reasonable satisfaction of Landlord, Landlord may, but
without obligation to do so, at any time make such repairs and/or maintenance
without Landlord having any liability to Tenant for any loss or damage that may
accrue to Tenant's merchandise, fixtures or other property, or to Tenant's
business by reason thereof, except to the extent any damage is caused by the
willful misconduct or gross negligence of Landlord or its authorized agents and
representatives. In the event Landlord makes such repairs and/or maintenance,
upon completion thereof Tenant shall pay to Landlord, as additional rent, the
Landlord's costs for making such repairs and/or maintenance, ten percent (10%)
for overhead, upon presentation of a bill therefor, plus any Enforcement
Expenses. The obligations of Tenant hereunder shall survive the expiration of
the term of this Lease or the earlier termination thereof. Tenant hereby waives
any right to repair at the expense of Landlord under any applicable Laws now or
hereafter in effect respecting the Premises.

12.     Insurance:

        12.1 Types of Insurance: Tenant shall maintain in full force and effect
at all times during the term of this Lease, at Tenant's sole cost and expense,
for the protection of Tenant and Landlord, as their interests may appear,
policies of insurance issued by a carrier or carriers acceptable to Landlord and
its lender(s) which afford the following overages: (i) worker's compensation:
statutory limits; (ii) employer's liability, as required by law, with a minimum
limit of $100,000 per employee and $500,000 per occurrence; (iii) commercial
general liability insurance (occurrence form) providing coverage against any and
all claims for bodily injury and property damage occurring in, on or about the
Premises arising out of Tenant's and Tenant's Representatives' use and/or
occupancy of the Premises. Such insurance shall include coverage for blanket
contractual liability, fire damage, premises, personal injury, completed
operations, products liability, personal and advertising, and a plate-glass
rider to provide coverage for all glass in, on or about the Premises including,
without limitation, skylights, with deletion of the exclusion for operations
within fifty (50) feet of a railroad track (railroad protective liability), if
applicable. Such insurance shall have a combined single limit of not less than
One Million Dollars ($1,000,000) per occurrence with a Two Million Dollar
($2,000,000) aggregate limit and excess umbrella insurance in the amount of Two
Million Dollars ($2,000,000). If Tenant has other locations which it owns or
leases, the policy shall include an aggregate limit per location endorsement. If
necessary, as reasonably determined by Landlord, Tenant shall provide for
restoration of the aggregate limit; (iv) comprehensive automobile liability
insurance: a combined single limit of not less than $2,000,000 per occurrence
and insuring Tenant against liability for claims arising out of the ownership,
maintenance, or use of any owned, hired or non-owned automobiles; (v) "all risk"
property insurance, including without limitation, sprinkler leakage, boiler and
machinery comprehensive form, if applicable, covering damage to or loss of any
personal property, trade fixtures, inventory, fixtures and equipment located in,
on or about the Premises, and in addition, coverage for flood, earthquake, and
business interruption of Tenant, together with, if the property of Tenant's
invitees is to be kept in the Premises, warehouser's legal liability or bailee
customers insurance for the full replacement cost of the property belonging to
invitees and located in the Premises. Such insurance shall be written on a
replacement cost basis (without deduction for depreciation) in an amount equal
to one hundred percent (100%) of the full replacement value of the aggregate of
the items referred to in this subparagraph (v); and (vi) such other insurance as
Landlord deems necessary and prudent or as may otherwise be required by any of
Landlord's lenders or joint venture partners.

        12.2 Insurance Policies: Insurance required to be maintained by Tenant
shall be written by companies (i) licensed to do business in the State of       
California, (ii) domiciled in the United States of America, and (iii) having a
"General Policyholders Rating" of at least A:X (or such higher 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 Reports." Any deductible amounts under any
of the insurance policies required hereunder shall not exceed Ten Thousand
Dollars ($10,000) Tenant shall deliver to Landlord certificates of insurance
and true and complete copies of any and all endorsements required herein for
all insurance required to be maintained by Tenant hereunder at the time of
execution of this Lease by Tenant. Tenant shall, at least thirty (30) days
prior to expiration of each policy, furnish Landlord with certificates of
renewal or "binders" thereof. Each certificate shall expressly provide that
such policies shall not be cancelable or otherwise subject to modification
except after thirty (30) days prior written notice to the parties named as
additional insured as required in this Lease (except for cancellation for
nonpayment of premium, in which event cancellation shall not take effect until
at least ten (10) days' notice has been given to landlord). Tenant shall have
the right to provide insurance coverage which it is obligated to carry pursuant
to the terms of this Lease under a blanket insurance policy, provided such
blanket policy expressly affords coverage for the Premises and for Landlord as
required by this Lease.

        12.3 Additional Insured and Coverage: Landlord, any property management
company and/or agent of Landlord for the Premises, the Building, the Lot or the 
Park, any lender(s) of Landlord, having a lien against the Premises, the
Building, the Lot or the Park, and any joint venture partners of Landlord shall
be named as additional assureds under all of the policies required in Section 
12.1 (iii) above. Additionally, such policies shall provide for severability 
of interest. All insurance to be maintained by Tenant shall, except for 
workers' compensation and


<PAGE>   9


[xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx] policy or excess liability policy
(which shall be in "following form") shall provide that if the underlying
aggregate is exhausted, the excess coverage will drop down as primary insurance.
The limits of insurance maintained by Tenant shall not limit Tenant's liability
under this Lease. It is the parties' intention that the insurance to be procured
and maintained by Tenant as required herein shall provide coverage for any and
all damage or injury arising from or related to Tenant's operations of its
business and/or Tenant's or Tenant's Representatives' use of the Premises and/or
any of the areas within the Park, whether such events occur within the Premises
(as described in Exhibit A hereto) or in any other areas of the Park. It is not
contemplated or anticipated by the parties that the aforementioned risks of
loss be borne by Landlord's insurance carriers, rather it is contemplated and
anticipated by Landlord and Tenant that such risks of loss be borne by Tenant's
insurance carriers pursuant to the insurance policies procured and maintained by
Tenant as required herein.

        12.4 Failure of Tenant to Purchase and Maintain Insurance: In the event
Tenant does not purchase the insurance required in this Lease or keep the same
in full force and effect throughout the term of this Lease (including any
renewals or extensions), Landlord may, but without obligation to do so, purchase
the necessary insurance and pay the premiums therefor. If Landlord so elects to
purchase such insurance, Tenant shall pay to Landlord, as additional rent, the
amount so paid by Landlord promptly upon Landlord's demand therefor. In
addition, Landlord may recover from Tenant and Tenant agrees to pay, as
additional rent, any and all Enforcement Expenses and damages which Landlord may
sustain by reason of Tenant's failure to obtain and maintain such insurance. If
Tenant fails to maintain any insurance required in this Lease, Tenant shall be
liable for all losses, damages and costs resulting from such failure.

13. Waiver of Subrogation: Landlord and Tenant hereby mutually waive their
respective rights of recovery against each other for any loss of, or damage to,
either parties' property to the extent that such loss or damage is insured by an
insurance policy required to be in effect at the time of such loss or damage,
Each party shall obtain any special endorsements, if required by its insurer
whereby the insurer waives its rights of subrogation against the other party.
This provision is intended to waive fully, and for the benefit of the parties
hereto, any rights and/or claims which might give rise to a right of subrogation
in favor of any insurance carrier. The coverage obtained by Tenant pursuant to
Section 12 of this Lease shall include, without limitation, a waiver of
subrogation endorsement attached to the certificate of insurance. The provisions
of this Section 13 shall not apply in those instances in which such waiver of
subrogation would invalidate such insurance coverage or would cause either
party's insurance coverage to be voided or otherwise uncollectible.

14. Limitation of Liability and Indemnity: Except for damage resulting from the
active negligence or willful misconduct of Landlord or its authorized
representatives, Tenant agrees to protect, defend (with counsel acceptable to
Landlord) and hold Landlord and Landlord's lender(s), partners, employees,
representatives, legal representatives, successors and assigns (collectively,
the "Indemnitees") harmless and indemnify the Indemnitees from and against all
liabilities, damages, claims, losses, judgments, charges and expenses (including
reasonable attorneys' fees, costs of court and expenses necessary in the
prosecution or defense of any litigation including the enforcement of this
provision) arising from or in any way related to, directly or indirectly,
Tenant's or Tenant's Representatives use of the Premises, Building and/or the
Park, or the conduct of Tenant's business, or from any activity, work or thing
done, permitted or suffered by Tenant in or about the Premises, or in any way
connected with the Premises or with the improvements or personal property
therein, including, but not limited to, any liability for injury to person or
property of Tenant, Tenant's Representatives, or third party persons. Tenant
agrees that the obligations of Tenant herein shall survive the expiration or
earlier termination of this Lease.

        Except for damage resulting from the active negligence or willful
misconduct of Landlord or its authorized representatives, Landlord shall not be
liable to Tenant for any loss or damage to Tenant or Tenant's property, for any
injury to or loss of Tenant's business or for any damage or injury to any person
from any cause whatsoever, including, but not limited to, any acts, errors or
omissions by or on behalf of any other tenants or occupants of the Building
and/or the Park. Tenant shall not, in any event or circumstance, be permitted
to offset or otherwise credit against any payments of Rent required herein for
matters for which Landlord may be liable hereunder. Landlord and its authorized
representatives shall not be liable for any interference with light or air,
or, for any latent defect in the Premises or the Building. To the fullest extent
permitted by law, Tenant agrees that neither Landlord nor and of Landlord's
lender(s), partners, employees, representatives, legal representatives,
successors and assigns shall at any time or to any extent whatsoever be liable,
responsible or in any way accountable for any loss, liability, injury, death or
damage to persons or property which at any time may be suffered or sustained by
Tenant or by any person(s) whomsoever who may at any time be using, occupying or
visiting the Premises, the Building or the Park.


<PAGE>   10



        15.1 Prohibition: Tenant shall not assign, mortgage, hypothecate,       
encumber, grant any license or concession, pledge or otherwise transfer this
Lease (collectively, "assignment"), in whole or in part, whether voluntarily or
involuntarily or by operation of law, nor sublet or permit occupancy by any
person other than Tenant of all or any portion of the Premises without first
obtaining the prior written consent of Landlord, which consent shall not be
unreasonably withheld. Tenant hereby agrees that Landlord may withhold its
consent to any proposed sublease or assignment if the proposed sublessee or
assignee or its business is subject to compliance with additional requirements
of the ADA (defined below) beyond those requirements which are applicable to
Tenant, unless the proposed sublessee or assignee shall (a) first deliver plans
and specifications for complying with such additional requirements and obtain
Landlord's written consent thereto, and (b) comply with all Landlord's
conditions for or contained in such consent, including without limitation,
requirements for security to assure the lien-free completion of such
improvements. If Tenant seeks to sublet or assign all or any portion of the
Premises, Tenant shall deliver to Landlord at least thirty (30) days prior to
the proposed commencement of the sublease or assignment (the "Proposed
Effective Date") the following: (i) the name of the proposed assignee or
sublessee; (ii) such information as to such assignee's or sublessee's financial
responsibility and standing as Landlord may reasonably require; and (iii) the
aforementioned plans and specifications, if any. Within ten (10) days after
Landlord's receipt of a written request from Tenant that Tenant seeks to sublet
or assign all or any portion of the Premises, Landlord shall deliver to Tenant
a copy of Landlord's standard form of sublease or assignment agreement (as
applicable), which instrument shall be utilized for each proposed sublease or
assignment (as applicable), and such instrument shall include a provision
whereby the assignee or sublessee assumes all of Tenant's obligations hereunder
and agrees to be bound by the terms hereof. As Additional Rent hereunder, 
Tenant shall reimburse Landlord for actual legal and other expenses incurred
by Landlord in connection with any actual or proposed assignment or subletting.
In the event the sublease (1) by itself or taken together with prior
sublease(s) covers or totals, as the case may be, more than twenty-five percent
(25%) of the rentable square feet of the Premises or (2) is for a term which by
itself or taken together with prior or other subleases is greater than fifty
percent (50%) of the period remaining in the term of this Lease as of the time
of the Proposed Effective Date, then Landlord shall have the right, to be
exercised by giving written notice to Tenant, to recapture the space described
in the sublease. If such recapture notice is given, it shall serve to terminate
this Lease with respect to the proposed sublease space, or, if the proposed
sublease space covers all the Premises, it shall serve to terminate the entire
term of this Lease, in either case as of the Proposed Effective Date. However,
no termination of this Lease with respect to part or all of the Premises shall
become effective without the prior written consent, where necessary, of the
holder of each deed of trust encumbering the Premises or any part thereof. If
this Lease is terminated pursuant to the foregoing with respect to less than
the entire Premises, the Rent shall be adjusted on the basis of the proportion
of square feet retained by Tenant to the square feet originally demised and
this Lease as so amended shall continue thereafter in full force and effect.
Each permitted assignee or sublessee shall assume and be deemed to assume this
Lease and shall be and remain liable jointly and severally with Tenant for
payment of Rent and for the due performance of, and compliance with all the
terms, covenants, conditions and agreements herein contained on Tenant's part
to be performed or complied with, for the term of this Lease. No assignment or
subletting shall affect the continuing primary liability of Tenant (which,
following assignment, shall be joint and several with the assignee), and Tenant
shall not be released from performing any of the terms, covenants and
conditions of this Lease. Tenant hereby acknowledges and agrees that it
understands that Landlord's accounting department may process and accept Rent
payments without verifying that such payments are being made by Tenant, a
permitted sublessee or a permitted assignee in accordance with the provisions
of this Lease. Although such payments may be processed and accepted by such
accounting department personnel, any and all actions or omissions by the
personnel of Landlord's accounting department shall not be considered as
acceptance by Landlord of any proposed assignee or sublessee nor shall such
actions or omissions be deemed to be a substitute for the requirement that
Tenant obtain Landlord's prior written consent to any such subletting or
assignment, and any such actions or omissions by the personnel of Landlord's
accounting department shall not be considered as a voluntary relinquishment by
Landlord of any of its rights hereunder nor shall any voluntary relinquishment
of such rights be inferred therefrom. For purposes hereof, in the event Tenant
is a corporation, partnership, joint venture, trust or other entity other than
a natural person, any change in the direct or indirect ownership of Tenant
(whether pursuant to one or more transfers) which results in a change of more
than fifty percent (50%) in the direct or indirect ownership of Tenant shall be
deemed to be an assignment within the meaning of this Section 15 and shall be
subject to all the provisions hereof. Notwithstanding the preceding sentence,
Landlord acknowledges that Tenant is contemplating a merger or sale to another
entity and such merger or sale shall not be deemed an Assignment hereunder,
provided the net worth and financial strength of the resulting company is not
materially diminished as a result of said sale or, merger.  Any and all
options, first rights of refusal, tenant improvement allowances and other
similar rights granted to Tenant in this Lease, if any, shall not be assignable
by Tenant unless expressly authorized in writing by Landlord.

        15.2 Excess Sublease Rental or Assignment Consideration: In the event of
any sublease or assignment of all or any portion of the Premises where the rent
or other consideration provided for in the sublease or assignment either
initially or over the term of the sublease or assignment exceeds the Rent or pro
rata portion of the rent, as the case may be, for such space reserved in the
Lease, Tenant shall pay the Landlord monthly, as additional Rent, at the same
time as the monthly installments of Rent are payable hereunder, fifty percent
(50%) of the excess of each such payment of rent or other consideration in
excess of the Rent called for hereunder.

        15.3 Waiver: Notwithstanding any assignment or sublease, or any
indulgences, waivers or extensions of time granted by Landlord to any assignee
or sublessee, or failure by landlord to take acting against any assignee or
sublessee, Tenant waives notice of any default of any assignee or sublessee and
agrees that Landlord may, at its discretion, proceed against Tenant without
having taken action against or joined such assignee or sublessee, except that


<PAGE>   11

[xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx]

16. Ad Valorem Taxes: Prior to delinquency, Tenant shall pay all taxes and
assessments levied upon trade fixtures, alterations, additions, improvements,
inventories and personal property located and/or installed on or in the Premises
by, or on behalf of, Tenant; and if requested by Landlord, Tenant shall promptly
deliver to Landlord copies of receipts for payment of all such taxes and
assessments. To the extent any such taxes ar not separately assessed or billed
to Tenant, Tenant shall pay the amount thereof as invoiced by Landlord.

17. Subordination: Without the necessity of any additional document being
executed by Tenant for the purpose of effecting a subordination, and at the
election of Landlord or any bona fide mortgagee or deed of trust beneficiary
with a lien on all or any portion of the Premises or any ground lessor with
respect to the land of which the Premises are a part, the rights of Tenant under
this Lease and this Lease shall be subject and subordinate at all times to: (i)
all ground leases or underlying leases which may now exist or hereafter be
executed affecting the Building or the land upon which the Building is situated
or both, and (ii) the lien of any mortgage or deed of trust which may now
exist or hereafter be executed in any amount for which the Building, the Lot,
ground leases or underlying leases, or Landlord's interest or estate in any of
said items is specified as security. Notwithstanding the foregoing, Landlord or
any such ground lessor, mortgagee, or any beneficiary shall have the right to
subordinate or cause to be subordinated any such ground leases or underlying
leases or any such liens to this Lease. If any ground lease or underlying lease
terminates for any reason or any mortgage or deed of trust is foreclosed or a
conveyance in lieu of foreclosure is made for any reason, Tenant shall,
notwithstanding any subordination and upon the request of such successor to
Landlord, attorn to and become the Tenant of the successor in interest to
Landlord, provided such successor in interest will not disturb Tenant's use,
occupancy or quiet enjoyment of the Premises so long as Tenant is not in default
of the terms and provisions of this Lease. The successor in interest to Landlord
following foreclosure, sale or deed in lieu thereof shall not be (a) liable for
any act or omission of any prior lessor or with respect to events occurring
prior to acquisition of ownership; (b) subject to any offsets or defenses which
Tenant might have against any prior lessor; (c) bound by prepayment of more than
one (1) month's Rent; or (d) liable to Tenant for any Security Deposit not
actually received by such successor in interest to the extent any portion or all
of such Security Deposit has not already been forfeited by, or refunded to,
Tenant. Landlord shall be liable to Tenant for all or any portion of the
Security Deposit not forfeited by, or refunded to Tenant, until and unless
Landlord transfers such Security Deposit to the successor in interest. Tenant
covenants and agrees to execute (and acknowledge if required by Landlord, any
lender or ground lessor) and deliver, within five (5) days of a demand or
request by Landlord and in the form requested by Landlord, ground lessor,
mortgagee or beneficiary, any additional documents evidencing the priority or
subordination of this Lease with respect to any such ground leases or underlying
leases or the lien of any such mortgage or deed of trust. Tenant's failure to
timely execute and deliver such additional documents shall, at Landlord's
option, constitute a material default hereunder. It is further agreed that
Tenant shall be liable to Landlord, and shall indemnify Landlord from and
against any loss, cost, damage or expense, incidental, consequential, or
otherwise, arising or accruing directly or indirectly, from any failure of
Tenant to execute or deliver to Landlord any such additional documents, together
with any and all Enforcement Expenses. Landlord agrees to execute at the request
of Tenant commercially reasonable "Landlord Waivers" subordinating Landlord's
interest in Tenant's personal property, equipment, and inventory.

18. Right of Entry: Tenant grants Landlord or its agents the right to enter the
Premises at all reasonable times for purposes of inspection, exhibition, posting
of notices, repair or alteration. It is further agreed that Landlord shall have
the right to use any and all means Landlord deems necessary to enter the
Premises in an emergency. Landlord shall also have the right to place "for
rent" and/or "for sale" signs on the outside of the Premises. Tenant hereby
waives any claim from damages or for any injury or inconvenience to or
interference with Tenant's business, or any other loss occasioned thereby except
for any claim for any of the foregoing arising out of the sole active gross
negligence or willful misconduct of Landlord or its authorized representatives.

19. Estoppel Certificate: Tenant shall execute (and acknowledge if required by
any lender or ground lessor) and deliver to Landlord, within not less than five
(5) days after Landlord provides such to Tenant, a statement in writing
certifying that this Lease is unmodified and in full force and effect (or, if
modified, stating the nature of such modification), the date to which the Rent
and other charges are paid in advance, if any, acknowledging that there are not,
to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder or
specifying such defaults as are claimed, and such other matters as Landlord may
reasonably require. Any statement may be conclusively relied upon by Landlord
any prospective purchaser or encumbrancer of the Premises. Tenant's failure to
deliver such statement within such time shall be conclusive upon the Tenant that
(a) this Lease is in full force and effect, without modification except as may
be represented by Landlord; (b) there are no uncured defaults in Landlord's
performance; and (c) not more than one month's Rent has been paid in advance,
except in those instances when Tenant pays Rent quarterly in advance pursuant
to Section 8 hereof, then not more than three month's Rent has been paid in
advance. Failure by Tenant to so deliver such certified estoppel certificate
shall be a default of the provisions of this Lease. Tenant shall be liable to
Landlord, and shall indemnify Landlord from and against any loss, cost, damage
or expense, incidental, consequential, or otherwise, arising or accruing
directly or indirectly, from any failure of Tenant to execute or deliver to
Landlord any such certified estoppel certificate, together with any and all
Enforcement Expenses.


<PAGE>   12



20. Tenant's Default: The occurrence of any one or more of the following events
shall, at Landlord's option, constitute a default and breach of this Lease by
Tenant:

        20.1 The vacation or abandonment of the Premises by Tenant for a period
of ten (10) consecutive days or the vacation of the Premises by Tenant which
would cause any insurance policy to be invalidated or otherwise lapse. Tenant
agrees to notice and service of notice as provided for in this Lease and waives
any right to any other or further notice or service of notice which Tenant may
have under any statute or law now or hereafter in effect;

        20.2 The failure by Tenant to make any payment of Rent, Additional Rent
or any other payment required hereunder on the date said payment is due. Tenant
agrees to notice and service of notice as provided for in this Lease and waives
any right to any other or further notice or service of notice which Tenant may
have under any statute or law now or hereafter in effect;

        20.3 The failure by Tenant to observe, perform or comply with any of the
conditions, covenants or provisions of this Lease (except failure to make any
payment of Rent and/or Additional Rent) and such failure is not cured within the
time period required under the provisions of this Lease. If such failure is
susceptible of cure but cannot reasonably be cured within the aforementioned
time period (if any), as determined solely by Landlord, Tenant shall promptly
commence the cure of such failure and thereafter diligently prosecute such cure
to completion within the time period specified by Landlord in any written notice
regarding such failure as may be delivered to Tenant by Landlord. In no event or
circumstance shall Tenant have more than thirty (30) days to complete any such
cure, unless otherwise expressly agreed to in writing by Landlord (in Landlord's
sole discretion);

        20.4 The making of a general assignment by Tenant for the benefit of
creditors, the filing of a voluntary petition by Tenant or the filing of an
involuntary petition by any of Tenant's creditors seeking the rehabilitation,
liquidation, or reorganization of Tenant under any law relating to bankruptcy,
insolvency or other relief of debtors and, in the case of an involuntary action,
the failure to remove or discharge the same within sixty (60) days of such
filing, the appointment of a receiver or other custodian to take possession of
substantially all of Tenant's assets or this leasehold, Tenant's insolvency or
inability to pay Tenant's debts or failure generally to pay Tenant's debts when
due, any court entering a decree or order directing the winding up or
liquidation of Tenant or of substantially all of Tenant's assets, Tenant taking
any action toward the dissolution or winding up of Tenant's affairs, the
cessation or suspension of Tenant's use of the Premises, or the attachment,
execution or other judicial seizure of substantially all of Tenant's assets or
this leasehold;

        20.5 Tenant's use or storage of Hazardous Materials in, on or about the
Premises, the Building, the Lot and/or the Park other than as expressly
permitted by the provisions of Section 29 below;

        20.6 The making of any material misrepresentation or omission by Tenant
in any materials delivered by or on behalf of Tenant to Landlord pursuant to
this Lease; or

        20.7 A material adverse change in the financial condition of Tenant or
an affiliated entity of Tenant which may adversely affect Tenant's ability to
perform all or any portion of its obligations under this Lease.

21.     Remedies for Tenant's Default:

        21.1 Landlord's Rights: In the event of Tenant's default or breach of
the Lease, Landlord may terminate Tenant's right to possession of the Premises
by any lawful means in which case upon delivery of written notice by Landlord
this Lease shall terminate on the date specified by Landlord in such notice and
Tenant shall immediately surrender possession of the Premises to Landlord. In
addition, the Landlord shall have the immediate right of re-entry whether or not
this Lease is terminated, and if this right of re-entry is exercised following
abandonment of the Premises by Tenant, Landlord may consider any personal
property belonging to Tenant and left on the Premises to also have been
abandoned. No re-entry or taking possession of the Premises by Landlord pursuant
to this Section 21 shall be construed as an election to terminate this Lease
unless a written notice of such intention is given to Tenant. If Landlord
reflects the Premises or any portion thereof, (i) Tenant shall be liable
immediately to Landlord for all costs Landlord incurs in reletting the Premises
or any part thereof, including, without limitation, broker's commissions,
expenses of cleaning, redecorating, and further improving the Premises and other
similar costs (collectively, the "Reletting Costs"), and (ii) the rent received
by Landlord from such reletting shall be applied to the payment of, first, any
indebtedness from Tenant to Landlord other than Base Rent, Operating Expenses,
Tax Expenses, Administrative Expenses, Common Area Utility Costs, and Utility
Expenses; second, all costs including maintenance, incurred by Landlord in
reletting; and, third, Base Rent, Operating Expenses, Tax Expenses,
Administrative Expenses, Common Area Utility Costs, Utility Expenses, and all
other sums due under this Lease. Any and all of the Reletting Costs shall be
fully chargeable to Tenant and shall not be prorated or otherwise amortized in
relation to any new lease for the Premises or any portion thereof. After
deducting the payments referred to above, any sum remaining from the rental
Landlord receives from reletting shall be held by Landlord and applied in
payment of future Rent as Rent becomes due under this Lease. In no event shall
Tenant be entitled to any excess rent received by Landlord. Reletting may be
for a period shorter or longer than the remaining of this Lease. No act by
Landlord other than giving written notice to Tenant shall terminate this Lease.
Acts of maintenance, efforts to relet the Premises or the appointment of a
receiver of Landlord's intitative to protect Landlord's interest under this
Lease shall not constitute a termination of Tenant's right to possession. So
long as this Lease is not terminated, Landlord shall have the right to remedy
any default of Tenant, to maintain or improve the Premises, to cause a receiver
to be appointed to administer the Premises


<PAGE>   13


[xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx] reasonable costs in so doing,
with interest at the maximum rate permitted by law from the date of such
expenditure.

        21.2 Damages Recoverable: If Tenant breaches this Lease and abandons the
Premises before the end of the term, or if Tenant's right to possession is
terminated by Landlord because of a breach or default of the Lease, then in
either such case, Landlord may recover from Tenant all damages suffered by
Landlord as a result of Tenant's failure to perform its obligations hereunder,
including, but not limited to, the cost of any tenant improvements constructed
by or on behalf of Tenant pursuant to Exhibit B hereto, the portion of any
broker's or leasing agent's commission incurred with respect to the leasing of
the Premises to Tenant for the balance of the term of the Lease remaining after
the date on which Tenant is in default of its obligations hereunder, and all
Reletting Costs, and the worth at the time of the award (computed in accordance
with paragraph (3) of Subdivision (a) of Section 1951.2 of the California Civil
Code) of the amount by which the Rent then unpaid hereunder for the balance of
the Lease term exceeds the amount of such loss of Rent for the same period which
Tenant proves could be reasonably avoided by Landlord and in such case, Landlord
prior to the award, may relet the Premises for the purpose of mitigating damages
suffered by Landlord because of Tenant's failure to perform its obligations
hereunder; provided, however, that even though Tenant has abandoned the Premises
following such breach, this Lease shall nevertheless continue in full force and
effect for as long as Landlord does not terminate Tenant's right of possession,
and until such termination, Landlord shall have the remedy described in Section
1951.4 of the California Civil Code (Landlord may continue this Lease in effect
after Tenant's breach and abandonment and recover Rent as it becomes due, if
Tenant has the right to sublet or assign, subject only to reasonable
limitations) and may enforce all its rights and remedies under this Lease,
including the right to recover the Rent from Tenant as it becomes due hereunder.
The "worth at the time of the award" within the meaning of Subparagraphs (a)(1)
and (a)(2) of Section 1951.2 of the California Civil Code shall be computed by
allowing interest at the rate of ten percent (10%) per annum. Tenant waives
redemption or relief from forfeiture under California Code of Civil Procedure
Sections 1174 and 1179, or under any other present or future law, in the event
Tenant is evicted or Landlord takes possession of the Premises by reason of any
default of Tenant hereunder.

        21.3 Rights and Remedies Cumulative: The foregoing rights and remedies
of Landlord are not exclusive; they are cumulative in addition to any rights and
remedies now or hereafter existing at law, in equity by statute or otherwise, or
to any equitable remedies Landlord may have, and to any remedies Landlord may
have under bankruptcy laws or laws affecting creditor's rights generally. In
addition to all remedies set forth above, if Tenant defaults or otherwise
breaches this Lease, any and all Base Rent waived by Landlord under Section 3
above shall be immediately due and payable to Landlord and all options granted
to Tenant hereunder shall automatically terminate, unless otherwise expressly
agreed to in writing by Landlord.

        21.4 Waiver of a Default: The waiver by Landlord of any default or
breach of any provision of this Lease shall not be deemed or construed a waiver
of any other breach or default by Tenant hereunder or of any subsequent breach
or default of this Lease, except for the default specified in the waiver.

22.     Holding Over: If Tenant holds possession of the Premises after the
expiration of the term of this Lease with Landlord's consent, Tenant shall
become a tenant from month-to-month upon the terms and provisions of this Lease,
provided the monthly Base Rent during such hold over period shall be 125%
of the Base Rent due on the last month of the Lease term, payable in advance on
or before the first day of each month. Acceptance by Landlord of the monthly
Base Rent without the additional twenty-five percent (25%) increase of Base 
Rent shall not be deemed or construed as a waiver by Landlord of any of its 
rights to collect the increased amount of the Base Rent as provided herein 
at any time. Such month-to-month tenancy shall not constitute a renewal or 
extension for any further term. All options, if any, granted under the terms
of this Lease shall be deemed automatically terminated and be of no force or
effect during said month-to-month tenancy. Tenant shall continue in possession
until such tenancy shall be terminated by either Landlord or Tenant giving
written notice of termination to the other party at least thirty (30) days
prior to the effective date of termination. This paragraph shall not be
construed as Landlord's permission for Tenant to hold over. Acceptance of Base
Rent by Landlord following expiration or termination of this Lease shall not
constitute a renewal of this Lease.

23. Landlord's Default: Landlord shall not be deemed in breach or default of
this Lease unless Landlord fails within a reasonable time to perform an
obligation required to be performed by Landlord hereunder. For purposes of this
provision, a reasonable time shall in no event be less than thirty (30) days
after receipt by Landlord of written notice specifying the nature of the
obligation Landlord has not performed; provided, however, that if the nature of
Landlord's obligation is such that more than thirty (30) days, after receipt of
written notice, is reasonably necessary for its performance, then Landlord shall
not be in breach or default of this Lease if performance of such obligation is
commenced within such thirty (30) day period and thereafter diligently pursued
to completion.

24. Parking: Tenant shall have license to use the number of undesignated and
nonexclusive parking spaces set forth on Page 1 except those areas designated on
Exhibit A as Exclusive Parking. Landlord shall exercise reasonable efforts to
insure that such spaces are available to Tenant for its use, but Landlord shall
not be required to enforce Tenant's right to use the same.


<PAGE>   14


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Landlord shall be and is hereby entirely released from any and all of its
obligations to perform or further perform under this Lease and from all
liability hereunder as of the date of such sale; and the purchaser, at such sale
or any subsequent sale of the Premises shall be deemed, without any further
agreement between the parties or their successors in interest or between the
parties and any such purchaser, to have assumed and agreed to carry out any and
all of the covenants and obligations of the Landlord under this Lease. For
purposes of this Section 25, the term "Landlord" means only the owner and/or
agent of the owner as such parties exist as of the date on which Tenant executes
this Lease. A ground lease or similar long term lease by Landlord of the entire
Building, of which the Premises are a part, shall be deemed a sale within the
meaning of this Section 25. Tenant agrees to attorn to such new owner provided
such new owner does not disturb Tenant's use, occupancy or quiet enjoyment of
the Premises so long as Tenant is not in default of any of the provisions of
this Lease.

26. Waiver: No delay or omission in the exercise of any right or remedy of
Landlord on any default by Tenant shall impair such a right or remedy or be
construed as a waiver. The subsequent acceptance of Rent by Landlord after
breach by Tenant of any covenant or term of this Lease shall not be deemed a
waiver of such breach, other than a waiver of timely payment for the particular
Rent payment involved, and shall not prevent Landlord from maintaining an
unlawful detainer or other action based on such breach. No payment by Tenant or
receipt by Landlord of a lesser amount than the monthly Rent and other sums due
hereunder shall be deemed to be other than on account of the earliest Rent or
other sums due, nor shall any endorsement or statement on any check or
accompanying any check or payment be deemed an accord and satisfaction; and
Landlord may accept such check or payment without prejudice to Landlord's right
to recover the balance of such Rent or other sum or pursue any other remedy
provided in this Lease. No failure, partial exercise or delay on the part of the
Landlord in exercising any right, power or privilege hereunder shall operate as
a waiver thereof.

27. Casualty Damage: If the Premises or any part thereof shall be damaged by 
fire or other casualty, Tenant shall give prompt written notice thereof to
Landlord. In case the Building shall be so damaged by fire or other casualty 
that substantial alteration or reconstruction of the Building shall, in 
Landlord's sole opinion, be required (whether or not the Premises shall have 
been damaged by such fire or other casualty), Landlord may, at its option, 
terminate this Lease by notifying Tenant in writing of such termination
within sixty (60) days after the date of such damage, in which event the Rent
shall be abated as of the date of such damage. If Landlord does not elect to
terminate this Lease and provided insurance proceeds and any contributions from
Tenant, if necessary, are available to fully repair the damage, Landlord shall
within ninety (90) days after the date of such damage commence to repair and
restore the Building and shall proceed with reasonable diligence to restore the
Building (except that Landlord shall not be responsible for delays outside its
control) to substantially the same condition in which it was immediately prior
to the happening of the casualty; provided, Landlord shall not be required to
rebuild, repair, or replace any part of Tenant's furniture, furnishings or
fixtures and equipment removable by Tenant or any improvements, alterations or
additions installed by or for the benefit of Tenant under the provisions of
this Lease. Landlord shall not in any event be required to spend for such work
an amount in excess of the insurance proceeds (excluding any deductible) and
any contributions from Tenant, if necessary, actually received by Landlord as a
result of the fire or other casualty. Landlord shall not be liable for any
inconvenience or annoyance to Tenant, injury to the business of Tenant, loss of
use of any part of the Premises by the Tenant or loss of Tenant's personal
property resulting in any way from such damage or the repair thereof, except
that, subject to the provisions of the next sentence, Landlord shall allow
Tenant a fair diminution of Rent during the time and to the extent the Premises
are unfit for occupancy. If the Premises or any other portion of the Building
be damaged by fire or other casualty resulting from the intentional or
negligent acts or omissions of Tenant or any of Tenant's Representatives, the
Rent shall not be diminished during the repair of such damage and Tenant shall
be liable to Landlord for the cost and expense of the repair and restoration of
all or any portion of the Building caused thereby (including, without
limitation, any deductible) to the extent such cost and expense is not covered
by insurance proceeds. In the event the holder of any indebtedness secured by
the Premises requires that the insurance proceeds be applied to such
indebtedness, then Landlord shall have the right to terminate this Lease by
delivering written notice of termination to Tenant within thirty (30) days
after the date of notice to Tenant of any such event, whereupon all rights in
obligations shall cease and terminate hereunder. Except as otherwise provided
in this Section 27, Tenant hereby valves the provisions of Sections 1932(2.),
1933(4.), 1941 and 1942 of the California Civil Code.

8. Condemnation: If twenty-five percent (25%) or more of the Premises is
condemned by eminent domain, adversely condemned or sold in lieu of condemnation
for any public or quasi-public use or purpose ("Condemned"), then Tenant or
Landlord may terminate this Lease as of the date when physical possession of the
Premises is taken and title vests in such condemning authority, and Rent shall 
be adjusted to the date of termination. Tenant shall not because of such
condemnation assert any claim against Landlord or the condemning suthority for
any compensation because of such condemnation, and Landlord shall be entitled
to receive the entire amount of any award provided Tenant shall be entitled to
any estate of interest or other interest of Tenant. If a substantial portion of
the Premises, Building or the Lot is so Condemned, Landlord at its option may
terminate this Lease. If Landlord does not elect to terminate this Lease,
Landlord shall, if necessary, promptly proceed to restore the Premises the
Building to substantially its same condition prior to such partial condemnation,
allowing for the reasonable effects of such partial condemantion, and a
proportionate allowance shall be made to Tenant, as solely determined by
Landlord, for the Rent corresponding to the time during which, and to the part
of the Premises of which, Tenant is arrived on acount of such partial
condemnation and resoration. Landlord shall not be required to spend funds for
restoration in excess of the amount received by Landlord as compensation
awarded.


<PAGE>   15



        29.1 Hazardous Materials Disclosure Certificate: Concurrently with
executing this Lease, and upon written request by Landlord, Tenant shall within
thirty (30) days execute, and deliver to Landlord, the Hazardous Materials
Disclosure Certificate (the "HazMat Certificate") in substantially the form
attached hereto as Exhibit F, and any other reasonably necessary documents as
requested by Landlord.

        29.2 Definition of Hazardous Materials: As used in this Lease, the term
Hazardous Materials shall mean and include (a) any hazardous or toxic wastes,
materials or substances, and other pollutants or contaminants, which are or
become regulated by any Environmental Laws; (b) petroleum, petroleum by
products, crude oil or any fraction thereof; (c) asbestos; (d) polychlorinated
biphenyls; (e) radioactive materials; (f) any other material or substance
displaying toxic, reactive, ignitable or corrosive characteristics, as all such
terms are used in their broadest sense, and are defined or become defined by any
Environmental Law (defined below); or (g) any materials which cause a nuisance
upon or waste to the Premises, the Building, the Lot, the Park or any portion of
any of the foregoing.

        29.3 Prohibition; Environmental Laws: Tenant shall not be entitled to
use nor store any Hazardous Materials on, in, or about the Premises, the
Building, the Lot and the Park, or any portion of the foregoing, without, in
each instance, obtaining Landlord's prior written consent thereto. If Landlord
consents to any such usage or storage, then Tenant shall be permitted to use
and/or store only those Hazardous Materials that are necessary for Tenant's
business and to the extent disclosed in the HazMat Certificate and as expressly
approved by Landlord in writing, provided that such usage and storage is only to
the extent of the quantities of Hazardous Materials as specified in the then
applicable HazMat Certificate as expressly approved by Landlord and provided
further that such usage and storage is in full compliance with any and all
local, state and federal environmental, health and/or safety-related laws,
statutes, orders, standards, courts' decisions, ordinances, rules and
regulations (as interpreted by judicial and administrative decisions), decrees,
directives, guidelines, permits or permit conditions, currently existing and as
amended, enacted, issued or adopted in the future which are or become applicable
to Tenant or all or any portion of the Premises (collectively, the
"Environmental Laws"). Tenant agrees that any changes to the type and/or
quantities of Hazardous Materials specified in the most recent HazMat
Certificate may be implemented only with the prior written consent of Landlord,
which consent may be given or withheld in Landlord's sole discretion. Tenant
shall not be entitled nor permitted to install any tanks under, on or about the
Premises for the storage of Hazardous Materials without the express written
consent of Landlord, which may be given or withheld in Landlord's sole
discretion. Landlord shall have the right at all times during the term of this
Lease to (i) inspect the Premises, (ii) conduct tests and investigations to
determine whether Tenant is in compliance with the provisions of this Section
29, and (iii) request lists of all Hazardous Materials used, stored or otherwise
located on, under or about the Premises, the Common Areas and/or the parking
lots (to the extent the Common Areas and/or the parking lots are not considered
part of the Premises). The cost of all such inspections, tests and
investigations shall be borne solely by Tenant, if Landlord reasonably believes
they are necessary.

        29.4 Tenant's Environmental Obligations: Tenant shall give to Landlord
immediate verbal and follow-up written notice of any spills, releases,
discharges, disposals, emissions, migrations, removals or transportation of
Hazardous Materials on, under or about the Premises, or in any Common Areas or
parking lots (to the extent such areas are not considered part of the Premises).
Tenant covenants and warrants to promptly investigate, clean up, remove, restore
and otherwise remediate (including, without limitation, preparation of any
feasibility studies or reports and the performance of any and all closures) any
spill, release, discharge, disposal, emission, migration or transportation of
Hazardous Materials arising from or related to the intentional or negligent acts
or omissions of Tenant or Tenant's Representatives at Tenant's sole cost and
expense. Any such investigation, clean up, removal, restoration and other
remediation shall only be performed after Tenant has obtained Landlord's prior
written consent, which consent shall not be unreasonably withheld so long as
such actions would not potentially have a material adverse long-term or
short-term effect on the Premises, the Building, the Lot or the Park, or any
portion of any of the foregoing. Notwithstanding the foregoing, Tenant shall be
entitled to respond immediately to an emergency without first obtaining
Landlord's prior written consent. Tenant, at its sole cost and expense, shall
conduct and perform, or cause to be conducted and performed, all closures as
required by any Environmental Laws or any agencies or other governmental
authorities having jurisdiction thereof. If Tenant fails to so promptly
investigate, clean up, remove, restore, provide closure or otherwise so
remediate, Landlord may, but without obligation to do so, take any and all steps
necessary to rectify the same and Tenant shall promptly reimburse Landlord, upon
demand, for all costs and expenses to Landlord of performing investigation,
clean up, removal, restoration, closure and remediation work. All such work
undertaken by Tenant, as required herein, shall be performed in such a manner so
as to enable Landlord to make full economic use of the Premises, the Building,
the Lot and the Park after the satisfactory completion of such work.

        29.5 Environmental Indemnity: In addition to Tenant's obligations as
set forth hereinabove, Tenant and Tenant's officers and directors agree to, and 
shall, protect, indemnify, defend (with counsel acceptable to Landlord) 
and hold Landlord and Landlord's lenders, partners, property management company
(if other than Landlord), agents, directors, officers, employees,
representatives, contractors, shareholders, successors and assigns and each of
their respective partners, directors, employees, representatives, agents,
contractors, shareholders, successors and assigns harmless from and against any
and all claims, judgments, damages, penalties, fines, liabilities, losses
(including, without limitation, diminution in value of the Premises, the
Building, the Lot, the Park, or any portion of any of the foregoing, damages
for the loss of or restriction on the use of rentable or usable space, and from
any adverse impact of Landlord's marketing of any space within the Building
and/or Park), suits, administrative proceedings and costs (including, but not
limited to, attorneys' and consultant fees and court costs) arising at any time
during or after the term of this Lease in connection with or related to,
directly or indirectly, the use, presence, transportation, storage, disposal,
migration,


<PAGE>   16


[xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx] (to the extent such areas are not 
considered part of the Premises) as a result (directly or indirectly) of the 
intentional or negligent acts or omissions of Tenant or Tenant's
Representatives. Neither the written consent of Landlord to the presence, use or
storage of Hazardous Materials in, on, under or about any portion of the
Premises, the Building, the Lot and the Park, nor the strict compliance by
Tenant with all Environmental Laws shall excuse Tenant and Tenant's officers and
directors from its obligations of indemnification pursuant hereto. To the extent
Landlord is strictly liable under any Environmental Laws, Tenant's obligations
to Landlord under this Section 29 and the indemnity contained herein shall
likewise be without regard to fault on Tenant's part with respect to the
violation of an Environmental Law which results in liability to any of the
aforementioned indemnitees. Refer to Addendum I.

        29.6 Survival: Tenant's obligations and liabilities pursuant to the
provisions of this Section 29 shall survive the expiration or earlier
termination of this Lease. If it is determined by Landlord that Tenant, its use
of the Premises, the Building, the Lot and/or the Park, or any portion of any
of the foregoing, or the condition of all or any portion of the Premises, the
Building, the Lot and/or the Park is not in compliance with all Environmental
Laws (including, without limitation, the conduct or performance of any closures
as required by any Environmental Laws or any agencies or other governmental
authorities having jurisdiction thereof) at the expiration or earlier
termination of this Lease, then at Landlord's sole option, Landlord may require
Tenant to hold over possession of the Premises until Tenant can surrender the
Premises to Landlord in compliance with all Environmental Laws (including,
without limitation, the conduct or performance of any closures as required by
any Environmental Laws or any agencies or other governmental authorities having
jurisdiction thereof). Any such holdover by Tenant will be with Landlord's
consent, will not be terminable by Tenant in any event or circumstance and will
otherwise be subject to the provisions of Section 22 of this Lease.

30. Financial Statements: Tenant, for the reliance of Landlord, any lender
holding or anticipated to acquire a lien upon the Premises, the Building or the
Park or any portion thereof, or any prospective purchaser of the Building or the
Park or any portion thereof, within ten (10) days after Landlord's request
therefor, but not more often than once annually so long as Tenant is not in
default of this Lease, shall deliver to Landlord the then current audited
financial statements of Tenant (including interim periods following the end of
the last fiscal year for which annual statements are available) which statements
shall be prepared or compiled by a certified public accountant and shall present
fairly the financial condition of Tenant at such dates and the result of its
operations and changes in its financial positions for the periods ended on such
dates. If an audited financial statement has not been prepared, Tenant shall
provide Landlord with an unaudited financial statement and/or such other
information, the type and form of which are acceptable to Landlord in Landlord's
reasonable discretion, which reflects the financial condition of Tenant. If
Landlord so requests, Tenant shall deliver to Landlord an opinion of a certified
public accountant, including a balance sheet and profit and loss statement for
the most recent prior year, all prepared in accordance with generally accepted
accounting principles consistently applied. Any and all options granted to
Tenant hereunder shall be subject to and conditioned upon Landlord's reasonable
approval of Tenant's financial condition at the time of Tenant's exercise of any
such option.

31. General Provisions:

        31.1 Time. Time is of the essence in this Lease and with respect to each
and all of its provisions in which performance is a factor.

        31.2 Successors and Assigns. The covenants and conditions herein
contained, subject to the provisions as to assignment, apply to and bind the
heirs, successors, executors, administrators and assigns of the parties hereto.

        31.3 Recordation. Tenant shall not record this Lease or a short form
memorandum hereof without the prior written consent of the Landlord.

        31.4 Landlord's Personal Liability. The liability of Landlord
(which, for purposes of this Lease, shall include Landlord and the owner of the
Building if other than Landlord) to Tenant for any default by Landlord under the
terms of this Lease shall be limited to the actual interest of Landlord and its
present or future partners in the Premises or the Building and Tenant agrees to
look solely to the Premises for satisfaction of any liability and shall not look
to other assets of Landlord nor seek any recourse against the assets of the
individual partners, directors, officers, shareholders, agents or employees of
Landlord; it being intended that Landlord and the individual partners,
directors, officers, shareholders, agents or employees of Landlord shall not be
personally liable in any manner whatsoever for any judgment or deficiency. The
liability of Landlord under this Lease is limited to its actual period of
ownership of title to the Building, and Landlord shall be automatically released
from further performance under this Lease and from all further liabilities and
expenses hereunder upon transfer of Landlord's interest in the Premises or the
Building.

        31.5 Separability. Any provisions of this Lease which shall prove to be
invalid, void or illegal shall in no way affect, impair or invalidate any other
provisions hereof and such other provision shall remain in full force ad effect.

        31.6 Choice of Law. This Lease shall be governed by the laws of the
State of California.


<PAGE>   17

[xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx]
precceding, the prevailing party shall be reimbursed by the party not prevailing
for all reasonable costs and expenses, including, without imitation, reasonable
attorneys' and experts' fees and costs incurred by the prevailing party in
connection with such litigation or other proceeding and any appeal thereof. Such
costs, expenses and fees shall be included in and made a part of the judgment
recovered by the prevailing party, if any.

        31.8 Entire Agreement. This Lease supersedes any prior agreements,
representations, negotiations or correspondence between the parties, and
contains the entire agreement of the parties on matters covered. No other
agreement, statement or promise made by any party that is not in writing and
signed by all parties to this Lease shall be binding.

        31.9 Warranty of Authority. On the date that Tenant executes this Lease,
Tenant shall deliver to Landlord an original certificate of status for Tenant
issued by the California Secretary of State or statement of partnership for
Tenant recorded in the county in which the Premises are located, as applicable,
and such other documents as Landlord may reasonably request with regard to the
lawful existence of Tenant. Each person executing this Lease on behalf of a
party represents and warrants that (1) such person is duly and validly
authorized to do so on behalf of the entity it purports to so bind, and (2) if
such party is a partnership, corporation or trustee, that such partnership,
corporation or trustee has full right and authority to enter into this Lease and
perform all of its obligations hereunder. In addition to any other remedies
available to Landlord under this Lease, if there is any breach of the foregoing
warranty, the person(s) executing this Lease on behalf of Tenant shall be
personally liable for all of Tenant's obligations under this Lease, including,
but not limited to, the payment by such person(s) to Landlord of any and all
losses, liabilities, costs, expenses and damages incurred by Landlord hereunder.

        31.10 Notices. Any and all notices and demands required or permitted to
be given hereunder to Landlord shall be in writing and shall be sent: (a) by
United States mail, certified and postage prepaid; or (b) by personal delivery;
or (c) by overnight courier, addressed to Landlord at 30 Executive Park, Suite
100, Irvine, CA 92714. Any and all notices and demands required or permitted to
be given hereunder to Tenant shall be in writing and shall be sent: (i) by
United States mail, certified and postage prepaid; or (ii) by personal delivery
to any employee or agent of Tenant over the age of eighteen (18) years of age;
or (iii) by overnight courier, all of which shall be addressed to Tenant at the
Premises; or (iv) by facsimile at the facsimile number at the Premises, if any,
as provided by Tenant on Page 1 of this Lease or otherwise provided to Landlord.
Notice and/or demand shall be deemed given upon the earlier of actual receipt or
the third day following deposit in the United States mail. Notice and/or demand
by facsimile shall be complete upon transmission over the telephone line. Any
notice or requirement of service required by any statute or law now or hereafter
in effect, including, but not limited to, California Code of Civil Procedure
Sections 1161, 1161.1, and 1162, is hereby waived by Tenant.

        31.11 Joint and Several. If Tenant consists of more than one person or
entity, the obligations of all such persons or entities shall be joint and
several.

        31.12 Covenants and Conditions. Each provision to be performed by Tenant
hereunder shall be deemed to be both a covenant and a condition.

        31.13 Waiver of Jury Trial. The parties hereto shall and they hereby do
waive trial by jury in any action, proceeding or counterclaim brought by either
of the parties hereto against the other on any matters whatsoever arising out of
or in any way related to this Lease, the relationship of Landlord and Tenant,
Tenant's use or occupancy of the Premises, the Building or the Park, and/or any
claim of injury, loss or damage.

        31.14 Counterclaims. In the event Landlord commences any proceedings for
nonpayment of Rent, Additional Rent, or any other sums or amounts due hereunder,
Tenant shall not interpose any counterclaim of whatever nature or description in
any such proceedings, provided, however, nothing contained herein shall be
deemed or construed as a waiver of the Tenant's right to assert such claims in
any separate action brought by Tenant or the right to offset the amount of any
final judgment owed by Landlord to Tenant.

        31.15 Underlining. The use of underlining within the Lease is for
Landlord's reference purposes only and no other meaning or emphasis is intended
by this use, nor should any be inferred.

32. Signs: All signs and graphics of every kind visible in or from public view
or corridors or the exterior of the Premises shall be subject to Landlord's
prior written approval and shall be subject to any applicable governmental laws,
ordinances, and regulations and in compliance with Landlord's Sign Criteria as
set forth in Exhibit G hereto and made a part hereof. Tenant shall remove all
such signs and graphics prior to the termination of this Lease. Such
installations and removals shall be made in a manner as to avoid damage or
defacement of the Premises; and Tenant shall repair any damage or defacement,
including without limitation, discoloration caused by such installation or
reamoval. Landlord shall have the right, at its option, to deduct from the
Security Deposit such sums as are reasonably necessary to remove such signs,
including, but not limited to, the costs and expenses associated with any
repairs necessitated by such removal. Notwithstanding the foregoing, in no event
shall any: (a) neon, flashing or moving sign(s) or (b) sign(s) which shall
interfere with the visibility of any sign, awning, canopy, advertising matter,
or decoration of any kind of any other business or occupant of the Building or
the Park be permitted hereunder. Tenant further agrees to maintain any such
sign, awning, canopy, advertising matter, lettering, decoration or other thing
as may be approved in good condition and repair at all times.


<PAGE>   18


[xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx]
notice by registered or certified mail to any beneficiary of a deed of trust or
mortgagee of a mortgage covering the Premises who as provided Tenant with
notice of their interest together with an addresss for receiving notice, and
shall offer such beneficiary or mortgagee a reasonable opportunity to cure the
default (which, in no event shall be less than ninety (90) days), including
time to obtain possession of the Premises by power of sale or a judicial
foreclosure, if such should prove necessary to effect a cure. If such breach or
default cannot be cured within such time period, then such additional time as
may be necessary will be given to such beneficiary or mortgagee to effect such
cure so long as such beneficiary or mortgagee has commenced the cure within the
original time period and thereafter diligently pursues such cure to completion,
in which event this Lease shall not be terminated while such cure is being
diligently pursued. Tenant agrees that each lender to whom this Lease has been
assigned by Landlord is an express third party beneficiary hereof. Tenant shall
not make any prepayment of Rent more than one (1) month in advance without the
prior written consent of each such lender, except if Tenant is required to make
quarterly payments of Rent in advance pursuant to the provisions of Section 8
above. Tenant waives the collection of any deposit from such lender(s) or any
purchaser at a foreclosure sale of such Lender(s)' deed of trust unless the
lender(s) or such purchaser shall have actually received and not refunded the
deposit. Tenant agrees to make all payments under this Lease to the lender with
the most senior encumbrance upon receiving a direction, in writing, to pay said
amounts to such lender. Tenant shall comply with such written direction to pay
without determining whether an event of default exists under such lender's loan
to Landlord.

34. Quitclaim: Upon any termination of this Lease, Tenant shall, at Landlord's
request, execute, have acknowledged and deliver to Landlord a quitclaim deed of
Tenant's interest in and to the Premises. If Tenant fails to so deliver to
Landlord such a quitclaim deed, Tenant hereby agrees that Landlord shall have
the full authority and right to record such a quitclaim deed signed only by
Landlord and such quitclaim deed shall be deemed conclusive and binding upon
Tenant.

35. Modifications for Lender: If, in connection with obtaining financing for the
Premises or any portion thereof, Landlord's lender shall request reasonable
modification(s) to this Lease as a condition to such financing, Tenant shall not
unreasonably withhold, delay or defer its consent thereto, provided such
modifications do not materially adversely affect Tenant's rights hereunder or
the use, occupancy or quiet enjoyment of Tenant hereunder.

36. Warranties of Tenant: Tenant hereby warrants and represents to Landlord, for
the express benefit of Landlord, that Tenant has undertaken a complete and
independent evaluation of the risks inherent in the execution of this Lease and
the operation of the Premises for the use permitted hereby, and that, based upon
said independent evaluation, Tenant has elected to enter into this Lease and
hereby assumes all risks with respect thereto. Tenant hereby further warrants
and represents to Landlord, for the express benefit of Landlord, that in
entering into this Lease, Tenant has not relied upon any statement, fact,
promise or representation (whether express or implied, written or oral) not
specifically set forth herein in writing and that any statement, fact, promise
or representation (whether express or implied, written or oral) made at any time
to Tenant, which is not expressly incorporated herein in writing, is hereby
waived by Tenant.

37. Compliance with Americans With Disabilities Act:  Landlord and Tenant 
hereby agree and acknowledge that the Premises, the Building and/or the Park
may be subject to the requirements of the Americans with Disabilities Act, a
federal law codified at 42 U.S.C. 12101 et seq, including, but not limited
to Title III thereof, all regulations and guidelines related thereto, together
with any and all laws, rules, regulations, ordinances, codes and statutes now or
hereafter enacted by local or state agencies having jurisdiction thereof,
including all requirements of Title 24 of the State of Califomia, as the same
may be in effect on the date of this Lease and may be hereafter modified,
amended or supplemented (collectively, the "ADA"). Any Tenant Improvements to be
constructed hereunder shall be in compliance with the requirements of the ADA,
and all costs incurred for purposes of compliance therewith shall be a part of
and included in the costs of the Tenant Improvements. Tenant shall be solely
responsible for conducting its own independent investigation of this matter and
for ensuring that the design of all Tenant Improvements strictly comply with all
requirements of the ADA. If any barrier removal work or other work is required
to the Building, the Common Area or the Park under the ADA, then such work shall
be the responsibility of Landlord; provided, if such work is required under the
ADA as a result of Tenant's use of the Premises or any work or alteration made
to the Premises by or on behalf of Tenant, then such work shall be performed by
Landlord at the sole cost and expense of Tenant. Except as otherwise expressly
provided in this provision, Tenant shall be responsible at its sole cost and
expense for fully and faithfully complying with all applicable requirements of
the ADA, including without limitation, not discriminating against any disabled
persons in the operation of Tenant's business in or about the Premises, and
offering or otherwise providing auxiliary aids and services as, and when,
required by the ADA. Within ten (10) days after receipt, Landlord and Tenant
shall advise the other party in writing, and provide the other with copies of
(as applicable), any notices alleging violation of the ADA relating to any
portion of the Premises or the Building; any claims made or threatened in
writing regarding noncompliance with the ADA and relating to any portion of the
Premises or the Building; or any governmental or regulatory actions or
investigations instituted or threatened regarding noncompliance with the ADA and
relating to any portion of the Premises or the Building. Tenant shall and hereby
agrees to protect, defend (with counsel acceptable to Landlord) and hold
Landlord and Landlord's lender(s), partners, employees, representatives, legal
representatives, successors and assigns (collectively, the "Indemnitees")
harmless and indemnify the Indemnitees from and against all liabilities,
damages, claims, losses, penalties, judgments, charges and expenses (including
reasonable attorneys' fees, costs of court and expenses necessary in the
prosecution or defense of any litigation including the enforcement of this
provision) arising from or in any way related to, directly or indirectly,

<PAGE>   19

38.     Brokerage Commission: Landlord and Tenant each represents and warrants
for the benefit of the other that it has had no dealings with any real estate
broker, agent or finder in connection with the Premises and/or the negotiation
of this Lease, except for the Broker(s) (as set forth on Page 1), and that it
knows of no other real estate broker, agent or finder who is or might be
entitled to a real estate brokerage commission or finder's fee in connection
with this Lease or otherwise based upon contacts between the claimant and
Tenant.  Each party shall indemnify and hold harmless the other from and
against any and all liabilities or expenses arising out of claims made for a
fee or commission by any real estate broker, agent or finder in connection with
the Premises and this Lease other than Broker(s), if any, resulting from the
actions of the indemnifying party.  Any real estate brokerage commission or
finder's fee payable to the Broker(s) in connection with this Lease shall only
be payable and applicable to the extent of the initial term of the Lease and to
the extent of the Premises as same exist as of the date on which Tenant
executes this Lease.  Unless expressly agreed to in writing by Landlord and
Broker(s), no real estate brokerage commission or finder's fee shall be owed
to, or otherwise payable to, the Broker(s) for any renewals or other extensions
of the initial term of this Lease or for any additional space leased by Tenant
other than the Premises as same exist as of the date on which Tenant executes
this Lease.


39.     Quiet Enjoyment: Landlord covenants with Tenant, upon the paying of
Rent and observing and keeping the covenants, agreements and conditions of this
Lease on its part to be kept and during the periods that Tenant is not
otherwise in default of any of the terms or provisions of this Lease, and
subject to the rights of any of Landlord's lenders, (i) that Tenant shall and
may peaceably and quietly hold, occupy and enjoy the Premises and the Common
Areas during the term of this Lease, and (ii) neither Landlord, nor any
successor or assign of Landlord, shall disturb Tenant's occupancy or enjoyment
of the Premises and the Common Areas.


40.     Option to Renew: Landlord grants to Tenant one (1) three (3) year
option to renew this Lease at the then Fair Market Value rent provided Tenant
gives Landlord no less than six (6) months prior written notice of Tenant's
intent to so exercise this option.  This Option shall be personal to Tenant and
not assignable or transferable to any sublessee or assignee.  Furthermore,
Tenant may not exercise this Option if Tenant is in default of the Lease either
at the time the Option is exercised or upon the Commencement of the Option
period.


41.     Right of First Opportunity: Landlord grants to Tenant a Right of First
Opportunity to Tenant on contiguous space within the Building or other space
within the Park controlled by Landlord.  Landlord agrees to notify Tenant upon
such space becoming available, at which point Landlord and Tenant may negotiate
in good faith on such space.  This Right of First Opportunity shall not
preclude Landlord from negotiating with any other party provided Landlord has
notified Tenant of said space being available.  Landlord hereby notifies Tenant
of approximately 25,000 square feet at 1047 South East Street that will be
available March 1, 1996.

        IN WITNESS WHEREOF, this Lease is executed on the date and year first 
        written above.


LANDLORD:

ANAHEIM TECHNOLOGY CENTER,
a California Limited Partnership

By:     PATRICIAN ASSOCIATES, INC., a
        California Corporation, General Partner



        By: /s/ John N. Urban   /s/ Ronald B. Franklin
            ---------------------------------------------
            JOHN N. URBAN       RONALD B. FRANKLIN

        Title: Vice President   Vice President
               ------------------------------------------
        Date:
              --------------------------------


TENANT:

AMERIQUEST TECHNOLOGIES, INC.,
a Delaware Corporation



By: /s/ ???
    ----------------------------------
Title: CFO        
       -------------------------------
Date: 2-10-95
      --------------------------------

<PAGE>   20

                               EXHIBIT B

                          TENANT IMPROVEMENTS


Landlord, at Landlord's sole cost and expense she construct the
following Tenant Improvements:

1.   Refurbish and/or demolish the existing office to provide a maximum of 
     6,500 square feet of drop-ceiling HVAC office area in general accordance
     with Exhibit B-1 attached hereto.  The office shall be constructed to
     Landlord's standard office finishes with carpet and paint colors to be 
     mutually agreed upon.  Landlord she provide standard electrical outlets
     and office lighting.  All furniture, equipment and office partitions shall
     be at Tenant's sole cost and expense.

2.   Construct an assembly/production area of no more than 9,000 square feet 
     in accordance with the area so noted on Exhibit B-2 attached hereto. 
     This area shall be drop-ceiling HVAC with standard office lighting and VCT
     floor.  Landlord will stubb 400 amps of 277/480 volt power to a sub-panel
     adjacent to the existing common area electrical room.  All electrical
     distribution within the production/assembly area shall be at Tenant's sole
     cost, excepting only that Landlord shall provide Tenant with an allowance
     of $5,000 for said electrical distribution.  Landlord and Tenant agree
     that this $5,000 allowance is not intended to cover the entire cost of
     Tenant's electrical distribution.

3.   Construct four (4) dock positions along the westerly wall of the Premises 
     as illustrated on Exhibit B-2.  As a part of this work, Landlord
     contemplates filling in the existing truck well bringing it to grade with
     the surrounding yard area.  Landlord shall also provide edge-of-dock
     manual dock revelers at each dock position.

4.   Demolish and remove existing HVAC ducting, plumbing lines, and strip 
     fluorescent lighting in the warehouse to provide a minimum 20' clearance.

5.   Install new high-pressure sodium or metal halide warehouse lighting
     throughout the warehouse.  In the event Tenant desires mercury vapor
     warehouse lighting, Landlord will provide on the condition that Tenant
     pays for the incremental cost of mercury lighting, if any.

6.   Deliver the warehouse floor in a broom-swept clean condition with one coat 
     of standard floor sealer.  All major defects will be epoxy-patched and all 
     protrusions cut off.

7.   Construct one (1) warehouse office and one (1) men's single-restroom and 
     one (1) women's single-restroom in the warehouse area indicated on Exhibit 
     B-2.

8.   Landlord agrees to install 36" deep dock canopies over the new dock doors, 
     but only in the event the new docks are not flush with the building panels.

Any improvements above and beyond those listed above, including any
modifications to the fire sprinkler system, shall be at Tenant's sole cost and
expense.  Notwithstanding the above, the cost of space planning, construction,
documents, and building permits shall be borne by Landlord.

Tenant agrees that the space plans illustrated in Exhibits B-1 and B-2 are
acceptable and Landlord shall proceed with construction drawings based on said
exhibits.  Upon completion, Tenant shall have the opportunity to review the
plans and request minor modifications which do not impact Landlord's cost.  In
the event Tenant requires substantial modifications, modifications resulting in
increased cost, or modifications that in any way delay Landlord, Tenant shall
be (i) fully responsible for any and all costs attributable to such delays or
modifications and (ii) the Commencement Date of the Lease shall not be delayed
as a result of Tenant's delay or modification resulting in a delay.

Tenant shall be permitted, subject to City approval, to early access; but
Tenant acknowledges that Landlord shall assume no liability for any of Tenant's
property.  Tenant further agrees not to interfere with Landlord or Landlord's
contractors during construction of the Tenant Improvements.



                                              LANDLORD'S INITIALS: /s/
                                                                   ----------
                                                TENANT'S INITIALS: /s/
                                                                   ----------

<PAGE>   21

                               EXHIBIT C

                         RULES AND REGULATIONS


1.   Tenant shall not suffer or permit the obstruction of any Common
     Areas, including driveways, walkways and stairways.

2.   Landlord reserves the right to refuse access to any persons
     Landlord in good faith judges to be a threat to the safety,
     reputation, or property of the Project and its occupants.

3.   Tenant shall not make or permit any noise or odors that annoy or
     interfere with other lessees or persons having business within the
     Project.

4.   Tenant shall not keep animals or birds within the Project, and
     shall not bring bicycles, motorcycles or other vehicles into areas
     not designated as authorized for the same.

5.   Tenant shall not make, suffer or permit litter except in
     appropriate receptacles for that purpose.

6.

7.   Tenant shall be responsible for the inappropriate use of any toilet
     rooms, plumbing or other utilities.  No foreign substances of any
     kind are to be inserted therein.

8.   Tenant shall not deface the walls, partitions or other surfaces of
     the Premises of the Project.
   
9.   Tenant shall not suffer or permit any thing in or around the
     Premises or Building that causes excessive vibration or floor
     loading in any part of the Project.

10.  Tenant shall return all keys at the termination of its tenancy and
     shall be responsible for the cost of replacing any keys that are
     lost.

11.  No window coverings, shades or awnings shall be installed or used
     by Tenant, without Landlord's written prior consent.

12.  No Tenant, employee or Invitee shall go upon the roof of the
     Building without Landlord's written prior consent

13.  Tenant shall not suffer or permit smoking or carrying of lighted
     cigars or cigarettes in areas reasonably designated by Landlord or
     by applicable governmental agencies as non-smoking areas.

14.  Tenant shall not use any method of portable heating or
     window-mounted air conditioning other than as provided by Landlord.

15.  Tenant shall not install, maintain or operate any vending machines
     upon the Premises without Landlord's written consent.

16.  The Premises shall not be used for lodging, cooking or food
     preparation other than ordinary lunch room use for employees.

17.  Tenant shall comply with all safety, fire protection and evacuation
     regulations established by Landlord or any applicable governmental
     agency.

18.  Landlord reserves the right to waive any one of these rules or
     regulations, and/or as to any particular Tenant, and any such
     waiver shall not constitute a waiver of any other rule or
     regulation or any subsequent application thereof to such Tenant.

19.  Tenant assumes all risks from theft or vandalism and agrees to keep
     its Premises locked as may be required.

20.  Landlord reserves the right to make such other reasonable rules and
     regulations as it may from time to time deem necessary for the
     appropriate operation and safety of the Project and its occupants.
     Tenant agrees to abide by these and such rules and regulations.
    
                             PARKING RULES

1.   Tenant shall not permit or allow any vehicles that belong to or are
     controlled by Tenant or Tenant's employees, suppliers, shippers,
     customers, or invitees to be loaded, unloaded, or parked in areas
     other than those designated by Landlord for such activities.

2.   Users of the parking area will obey all posted signs and park only
     in the areas designated for vehicle parking.

3.   Unless otherwise instructed, every person using the parking area is
     required to park and lock his own vehicle.  Landlord will not be
     responsible for any damage to vehicles, injury to persons or loss
     of property, all of which risks are assumed by the party using the
     parking area.

4.   The maintenance, washing, waxing or cleaning of vehicles in the
     Common Area is prohibited.

5.   Tenant shall be responsible for seeing that all of its employees,
     agents and invitees comply with the applicable parking rules,
     regulations, laws and agreements.

6.   Landlord reserves the right to modify these rules and/or adopt such
     other reasonable and non-discriminatory rules and regulations as it
     may deem necessary for the proper operation of the parking area.



                                              LANDLORD'S INITIALS: /s/
                                                                   ----------
                                                TENANT'S INITIALS: /s/
                                                                   ----------

<PAGE>   22

                               EXHIBIT F

              HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE


Your cooperation in this matter is appreciated.  Initially, the information
provided by you in this Hazardous Materials Disclosure Certificate is necessary
for the Landlord (identified below) to evaluate and finalize a lease agreement
with you as lessee.  After a lease agreement is signed by you and the Landlord
(the "Lease Agreement"), on an annual basis in accordance with the provisions
of Paragraph 29 of the signed Lease Agreement, you are to provide an update to
the information initially provided by you in this certificate. The information
contained in the initial Hazardous Materials Disclosure Certificate and each
annual certificate provided by you thereafter will be maintained in
confidentiality by Landlord subject to release and disclosure as required by
(i) any lenders and owners and their respective environmental consultants, (ii)
any prospective purchaser(s) of all or any portion of the property on which the
Premises are located, (iii) Landlord to defend itself or its lenders, partners
or representatives against any claim or demand, and (iv) any laws, rules,
regulations, orders, decrees, or ordinances, including, without limitation,
court orders or subpoenas. Any and all capitalized terms used herein, which are
not otherwise defined herein, shall have the same meaning ascribed to such term
in the signed Lease Agreement.  Any questions regarding this certificate should
be directed to, and when completed, the certificate should be delivered to:

Landlord:    Anaheim Technology Center,
             a California Limited Partnership
             c/o Lincoln Property Company N.C, Inc.
             P.O. Box 19693
             30 Executive Park, Suite 100
             Irvine, California 92713-9693
             Attn:  Erik M. Hansen
             Phone:  (714) 261-2100

Name of Tenant:    AmeriQuest Technologies, Inc.
                   a Delaware Corporation

Mailing Address:   No. 3 Imperial Promenade
                   Santa Ana, CA 92705

Contact Person, Title and Telephone Number(s):  Peter D. Lytle, Sr. V.P.
                                              ----------------------------
Operations 714-222-6032.
--------------------------------------------------------------------------

Contact Person for Harzardous Waste Materials Management and Manifests and
Telephone Number(s):  same.
                    ------------------------------------------------------

Address of Premises:  1051 South East Street
                      Anaheim, CA 92805

Length of Initial Term:          Five Years

1.      GENERAL INFORMATION:

        Describe the initial proposed operations to take place in, on, or
        about the Premises, including, without limitation, principal
        products processed, manufactured or assembled services and
        activities to be provided or otherwise conducted.  Existing
        lessees should describe any proposed changes to on-going
        operations.

                   Computer Products Distribution Assembly
        ------------------------------------------------------------------

2.      USE, STORAGE AND DISPOSAL OF HAZARDOUS MATERIALS

        2.1  Will any Hazardous Materials be used, generated, stored or
             disposed of in, on or about the Premises?  Existing lessees
             should describe any Hazardous Materials which continue to be
             used, generated, stored or disposed of in, on or about the
             Premises.

             Wastes                  Yes [ ]           No [X]
             Chemical Products       Yes [ ]           No [X]
             Other                   Yes [ ]           No [X]

             If Yes is marked, please explain:
                                              ----------------------------

             -------------------------------------------------------------

             -------------------------------------------------------------



                                    1

<PAGE>   23

        2.2  If yes is marked in Section 2.1, attach a list of any
             Hazardous Materials to be used, generated, stored or disposed
             of in, on or about the Premises, including the applicable
             hazard class and in estimate of the quantities of such
             Hazardous Materials at any given time; estimated annual
             throughput; the proposed location(s) and method of storage
             (excluding nominal amounts of ordinary household cleaners and
             janitorial supplies which are not regulated by any
             Environmental Laws); and the proposed location(s) and method
             of disposal for each Hazardous Material, including, the
             estimated frequency, and the proposed contractors or
             subcontractors.  Existing lessees should attach a list
             setting forth the information requested above and such list
             should include actual data from on-going operations and the
             identification of any variations in such information from the
             prior year's certificate.



3.      STORAGE TANKS AND SUMPS

        3.1  Is any above or below ground storage of gasoline, diesel,
             petroleum, or other Hazardous Materials in tanks or sumps
             proposed in, on or about the Premises?  Existing lessees
             should describe any such actual or proposed activities.

             Yes [ ]         No [X]

             If Yes is marked, please explain:
                                              ----------------------------
             -------------------------------------------------------------
             -------------------------------------------------------------


4.      WASTE MANAGEMENT

        4.1  Has your company been issued an EPA Hazardous Waste Generator
             I.D. Number?  Existing lessees should describe any additional
             identification numbers issued since the previous certificate.

             Yes [ ]         No [X]

        4.2  Has your company filed a biennial or quarterly reports as a
             hazardous waste generator?  Existing lessees should describe
             any new reports filed.

             Yes [ ]         No [X]

             If yes, attach a copy of the most recent report filed.

5.      WASTEWATER TREATMENT AND DISCHARGE

        5.1  Will your company discharge wastewater or other wastes to:

               storm drain?        sewer?
            ---                 ---
               surface water?    X no wastewater or other wastes discharged.
            ---                 ---

             Existing lessees should indicate any actual discharges.  If
             so, describe the nature of any proposed or actual
             discharge(s).

             -------------------------------------------------------------
             -------------------------------------------------------------

        5.2  Will any such wastewater or waste be treated before
             discharge?

             Yes [ ]         No [X]

             If yes, describe the type of treatment proposed to be 
             conducted.  Existing lessees should describe the actual
             treatment conducted.

             -------------------------------------------------------------
             -------------------------------------------------------------

6.      AIR DISCHARGES

        6.1  Do you plan for any air filtration systems or stacks to be
             used in your company's operations in, on or about the
             Premises that will discharge into the air; and will such air
             emissions be monitored?  Existing lessees should indicate
             whether or not there are any such air filtration systems or
             stacks in use in, on or about the Premises which discharge
             into the air and whether such air emissions are being
             monitored.

             Yes [ ]         No [X]

             If yes, please describe:

             -------------------------------------------------------------
             -------------------------------------------------------------



                                    2

<PAGE>   24

        6.2  Do you propose to operate any of the following types of
             equipment, or any other equipment requiring an air emissions
             permit?  Existing lessees should specify any such equipment
             being operated in, on or about the Premises.

                Spray booth(s)          Incinerator(s)
             ---                     ---
                Dip tank(s)             Other (Please describe)
             ---                     ---
                Drying oven(s)        X No Equipment Requiring Air Permits
             ---                     ---

             If yes, please describe:

             -------------------------------------------------------------
             -------------------------------------------------------------

7.      HAZARDOUS MATERIALS DISCLOSURES

        7.1  Has your company prepared or will it be required to prepare a
             Hazardous Materials management plan ("Management Plan")
             pursuant to Fire Department or other governmental or
             regulatory agencies' requirements?  Existing lessees should
             indicate whether or not a Management Plan is required and has
             been prepared.

             Yes [ ]         No [X]

             If yes, attach a copy of the Management Plan.  Existing
             lessees should attach a copy of any required updates to the
             Management Plan.

        7.2  Are any of the Hazardous Materials, and in particular
             chemicals, proposed to be used in your operations in, on or
             about the Premises regulated under Proposition 65?  Existing
             lessees should indicate whether or not there are any new
             Hazardous Materials being so used which are regulated under
             Proposition 65.

             Yes [ ]         No [X]

             If yes, please explain:

             -------------------------------------------------------------
             -------------------------------------------------------------

8.      ENFORCEMENT ACTIONS AND COMPLAINTS

        8.1  With respect to Hazardous Materials or Environmental Laws,
             has your company ever been subject to any agency enforcement
             actions, administrative orders, or consent decrees or has
             your company received requests for information, notice or
             demand letters, or any other inquiries regarding its
             operations?  Existing lessees should indicate whether or not
             any such actions, orders or decrees have been, or are in the
             process of being, undertaken or if any such requests have
             been received.

             Yes [ ]         No [X]

             If yes, describe the actions, orders or decrees and any
             continuing compliance obligations imposed as a result of
             these actions, orders or decrees and also describe any
             requests, notices or demands, and attach a copy of all such
             documents.  Existing lessees should describe and attach a
             copy of any new actions, orders, decrees, requests, notices
             or demands not already delivered to Landlord pursuant to the
             provisions of Paragraph 29 of the signed Lease Agreement.

             -------------------------------------------------------------
             -------------------------------------------------------------

        8.2  Have there ever been, or are there now pending, any lawsuits
             against your company regarding any environmental or health
             and safety concerns?

             Yes [ ]         No [X]

             If yes, describe any such lawsuits and attach copies of the
             complaint(s), cross-complaint(s), pleadings and all other
             documents related thereto as requested by Landlord.  Existing
             lessees should describe and attach a copy of any new
             complaint(s), cross-complaint(s), pleadings and other related
             documents not already delivered to Landlord pursuant to the
             provisions of Paragraph 29 of the signed Lease Agreement.



                                    3

<PAGE>   25

        8.3  Have there been any problems or complaints from adjacent
             tenants, owners or other neighbors at your company's current
             facility with regard to environmental or health and safety
             concerns?  Existing lessees should indicate whether or not
             there have been any such problems or complaints from adjacent
             tenants, owners or other neighbors at, about or near the
             Premises.

             Yes [ ]         No [X]

             If yes, please describe.  Existing lessees should describe
             any such problems or complaints not already disclosed to
             Landlord under the provisions of the signed Lease Agreement.

             -------------------------------------------------------------
             -------------------------------------------------------------

9.      PERMITS AND LICENSES

        9.1  Attach copies of all Hazardous Materials permits and licenses
             issued to your company with respect to its proposed
             operations in, on or about the Premises, including, without
             limitation, any wastewater discharge permits, air emissions
             permits, and use permits or approvals.  Existing lessees
             should attach copies of any new permits and licenses as well
             as any renewals of permits or licenses previously issued.

The undersigned hereby acknowledges and agrees that this Hazardous
Materials Disclosure Certificate is being delivered in connection with,
and as required by, Landlord in connection with the evaluation and
finalization of a Lease Agreement and will be attached thereto as an
exhibit.  The undersigned further acknowledges and agrees that this
Hazardous Materials Disclosure Certificate is being delivered in
accordance with, and as required by, the provisions of Paragraph 29 of the
Lease Agreement.  The undersigned further acknowledges and agrees that the
Landlord and its partners, lenders and representatives may, and will, rely
upon the statements, representations, warranties, and certifications made
herein and the truthfulness thereof in entering into the Lease Agreement
and the continuance thereof throughout the term, and any renewals thereof,
of the Lease Agreement.  I (print name) Steve Holmes, acting with full
authority to bind the (proposed) Tenant and on behalf of the (proposed)
Tenant, certify, represent and warrant that the information contained in
this certificate is true and correct.


TENANT:

AMERIQUEST TECHNOLOGIES, INC.,
a Delaware Corporation



By:  /s/ ???
     -----------------------------------
Title:  CFO
        --------------------------------
Date:  2-10-95
       ---------------------------------


                                    4

<PAGE>   26

                        FIRST AMENDMENT TO LEASE


This First Amendment ("Amendment") is made this 19th day of June 1995
by and between Anaheim Technology Center, a California Limited
Partnership ("Landlord") and AmeriQuest Technologies, Inc., a Delaware
corporation ("Tenant").


                                 RECITALS


WHEREAS,

A.  Landlord and Tenant entered into that certain lease dated January
    25, 1995 for certain property generally situated at 1051 South East
    Street, Anaheim, California, which together with all amendments and
    modifications is hereinafter called the Lease.

B.  The parties hereto wish by this Amendment to amend the Lease.


                             CONSIDERATION


Therefore, in consideration of the agreements herein contained and for
other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:


                                 TERMS


1.  Unless otherwise stated, any capitalized term is hereby given the
    same meaning as set forth in the Lease.

2.  Except as otherwise stated in this Amendment, the terms of the
    Lease remain in full force and effect and the Lease, as hereby
    amended, shall bind, and inure to the benefit of, the successors of
    the parties hereto.

3.  Lease Term:  The term set forth in the Lease shall be adjusted as
    follows:

        April 10, 1995 (Commencement Date) through April 9, 2000
        (Expiration Date).

4.  Base Rent and Adjustments to Base Rent:  The monthly Base Rent and
    Adjustments to Base Rent as set forth in the Lease shall be
    modified as follows to reflect the addition of $945 per month for
    amortized Tenant Improvements:

        4/10/95 - 5/9/95        $19,011 per month
        5/10/95 - 1/9/96        $9,978 per month
        1/10/96 - 4/9/96        $19,011 per month
        4/10/96 - 4/9/98        $22,749 per month
        4/10/98 - 4/9/2000      $24,618 per month

5.  Tenant Improvements:  The following language is intended to
    supplement the Tenant Improvements, Exhibit B of the Lease:
    Tenant's Construction:  Tenant has required certain Tenant
    Improvements to be constructed ("Tenant's Construction") which are
    above and beyond those which, pursuant to the Lease, are the
    responsibility of Landlord.  Landlord agrees, subject to the
    reimbursement by Tenant, to provide a total of Forty-Two Thousand
    Four Hundred and Sixty-Five Dollars ($42,465) for Tenant's
    Construction.  This sum shall be amortized over the term of the
    Lease at 12% per annum and paid monthly by Tenant at the time of
    the Base Rent payments.  The subject amortization results in an
    addition to the monthly Base Rent of Nine Hundred Forty-Five
    Dollars ($945) which is reflected in the amended Base Rent schedule
    herein.

<PAGE>   27

6.  All other terms and conditions of the Lease are hereby ratified and
    reconfirmed and shall remain unchanged and in full force and
    effect.

IN WITNESS WHEREOF, the parties have executed this Amendment.



LANDLORD

ANAHEIM TECHNOLOGY CENTER, A CALIFORNIA LIMITED PARTNERSHIP

By: PATRICIAN ASSOCIATES, INC., a California Corporation,
    General Partner

    By: /s/ Bill Bramwell
        -----------------------------------

    Name: Bill Bramwell
          --------------------------------

    Title: Senior regional Asset Manager
           Commercial Real Estate Equities
           -------------------------------

    Date: July 24, 1995
          --------------------------------


TENANT

AMERIQUEST TECHNOLOGIES, INC.
A DELAWARE CORPORATION


By: /s/ Thomas F. Ross
    ---------------------------------------

Name: Thomas F. Ross
      -------------------------------------

Title: Executive Vice President
       ------------------------------------

Date: June 28, 1995
      -------------------------------------







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