<PAGE>



                                                                   EXHIBIT 10.32





                              OFFICE BUILDING LEASE


                                     BETWEEN


                                 PACCOR PARTNERS


                                  ("Landlord")


                                       and


                                    HNC, INC.


                                   ("Tenant")





                             Date: December 1, 1993



<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        -----
<S>     <C>   <C>                                                                       <C>
SECTION 1 BASIC LEASE INFORMATION

        1.1   Parties                                                                    1
        1.2   Project                                                                    1
        1.3   Premises                                                                   1
        1.4   Commencement Date                                                          1
        1.5   Term of Lease                                                              2
        1.6   Option to Extend Term                                                      2
        1.7   Base Rent                                                                  2
        1.8   Security Deposit Amount                                                    2
        1.9   Tenant's Share of Common Area Operating Expenses and
              Building Operating Expenses                                                3
        1.10  Tenant Improvement Allowance                                               3
        1.11  Additional Insureds                                                        3
        1.12  Notice Address                                                             4
        1.13  Exhibits                                                                   4

SECTION 2 PREMISES                                                                       5

SECTION 3 TERM

        3.1   Term                                                                       5
        3.2   Option to Extend Term                                                      5
        3.3   Cancellation of Lease                                                      6

SECTION 4 RENT

        4.1   Definitions                                                                7
        4.2   Base Rent                                                                  7
        4.3   Base Rent for Extended Term                                                7
        4.4   Fair Market Rental Value                                                   8
        4.5   Security Deposit                                                           9
        4.6   Rent Credit for Unused Tenant Improvement Allowance                        9

SECTION 5 TENANT IMPROVEMENTS

        5.1   Definitions                                                                9
        5.2   Preparation of Premises                                                   10
        5.3   Landlord's Contractor                                                     10
        5.4   Acceptance of Premises                                                    10
</TABLE>



<PAGE>

                          TABLE OF CONTENTS (continued
<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       -----
<S>     <C>                                                                            <C>
SECTION 6 OPERATING EXPENSES

        6.1   Definitions                                                               10
        6.2   Adjustments to Common Area Operating Expenses                             16
        6.3   Rent Adjustment                                                           16
        6.4   Lease Expenses Difference Cap                                             17
        6.5   Operating Expense Records                                                 17

SECTION 7 USE AND MAINTENANCE OF THE PREMISES

        7.1   Permitted Use                                                             17
        7.2   Insurance                                                                 18
        7.3   Compliance with Laws                                                      18
        7.4   Hazardous Waste or Nuisance                                               18
        7.5   Damage and Overloading                                                    20
        7.6   Access by Landlord                                                        20
        7.7   Sign                                                                      21
        7.8   Parking                                                                   21
        7.9   Alterations                                                               22
        7.10  Mechanics' Lien                                                           24
        7.11  Indemnity and Exemption of Landlord from Liability                        24
        7.12  Premises Changes                                                          25
        7.13  Services and Utilities                                                    25
        7.14  Rules                                                                     27
        7.15  Maintenance Obligations                                                   27
        7.16  Tenant to Pay Personal Property Taxes                                     28

SECTION 8 INSURANCE

        8.1   Tenant's Insurance                                                        28
        8.2   Landlord's Insurance                                                      30

SECTION 9 DESTRUCTION

        9.1   Risk Covered by Insurance                                                 31
        9.2   Abatement or Reduction of Rent                                            32
        9.3   Loss During Last Part of Term or Exceeding 25% of
              Replacement Value                                                         32
        9.4   Limitation on Landlord's Restoration Obligation                           32
</TABLE>


                                       ii
<PAGE>

                         TABLE OF CONTENTS (continued)

<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       -----
<S>     <C>                                                                            <C>
SECTION 10 CONDEMNATION

        10.1  Definitions                                                               32
        10.2  Governed by Lease                                                         33
        10.3  Total Taking                                                              33
        10.4  Partial Taking                                                            33
        10.5  Award                                                                     33
        10.6  Temporary Taking                                                          34
        10.7  Waiver of Statute                                                         34

SECTION 11 ASSIGNMENT AND SUBLETTING

        11.1  Assignment                                                                34
        11.2  Sublease                                                                  36
        11.3  Tenant and Assignee or Sublessee Fully Liable                             37
        11.4  Assignment of Rents                                                       37
        11.5  Equal Division of Sublease Premium                                        37

SECTION 12 DEFAULT AND REMEDIES

        12.1  Default                                                                   36
        12.2  Landlord's Remedies                                                       36
        12.3  Interest and Late Charges                                                 40
        12.4  Quarterly Payments                                                        40
        12.5  Waiver                                                                    40
        12.6  Notice of Default                                                         41

SECTION 13 SUBORDINATION, ATTORNMENT,
           ESTOPPEL AND NON-DISTURBANCE

        13.1  Subordination                                                             41
        13.2  Attornment                                                                41
        13.3  Estoppel Certificates                                                     42
        13.4  Non-Disturbance Agreement                                                 42

SECTION 14 SURRENDER OF PREMISES, HOLDING OVER

        14.1  Surrender of Premises                                                     43
        14.2  Holding Over                                                              43

SECTION 15 DELAY IN OCCUPANCY

        INTENTIONALLY OMITTED                                                           43
</TABLE>



                                      iii

<PAGE>


<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       -----
<S>     <C>                                                                            <C>
SECTION 16 GENERAL PROVISIONS

        16.1  Brokers                                                                   44
        16.2  Notices                                                                   44
        16.3  Quitclaim Deed                                                            44
        16.4  Sale or Transfer of Premises                                              44
        16.5  Attorneys' Fees                                                           45
        16.6  Merger                                                                    45
        16.7  Time of Essence                                                           45
        16.8  Successor in Interest                                                     45
        16.9  Easements                                                                 45
        16.10 Governing Law                                                             45
        16.11 Integration                                                               45
        16.12 Provisions Are Covenants and Conditions                                   46
        16.13 Person and Gender                                                         46
        16.14 Severability                                                              46
        16.15 Limitations on Landlord's Liability                                       46
        16.16 Headings and Exhibits                                                     46
        16.17 Payments in United States Currency                                        46
        16.18 Tenant's Financial Statements                                             46
        16.19 No Option                                                                 47
        16.20 Recordation of Lease                                                      47
        16.21 No Violation of Other Agreements                                          47
        16.22 Project Name Change                                                       47
        16.23 Use of Project Name                                                       47
        16.24 Reserved Area                                                             47

SECTION 17 SPECIAL PROVISIONS

        17.1  Moving Allowance                                                          47
        17.2  Warranty of Landlord                                                      48
        17.3  Right of First Refusal for Expansion Space                                48

Exhibit A     Description of Premises
Exhibit B     Project Site Plan (Including Legal Description of Real Property)
Exhibit C     Work Letter
Exhibit D     Building/Tenant Improvement Standards for Pacific Corporate Park
Exhibit E     Rules and Regulations
Exhibit F     Tri-Water System
Exhibit G     Non-Disturbance Agreement
Exhibit H     Estoppel Certificate
Exhibit I     Janitorial Specifications
Exhibit J     Covenants, Conditions & Restrictions
Exhibit K     Amended Planned Industrial Development Permit No. 85-0830
</TABLE>



                                       iv

<PAGE>

                                  OFFICE LEASE

        This Office Lease and Exhibits ("Lease") is made and entered into this
1st day of December 1993 between PACCOR PARTNERS, a California general
partnership ("Landlord"), and HNC, Inc. a California corporation ("Tenant"), who
for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, agree as follows:

                                    SECTION 1
                            BASIC LEASE INFORMATION

        1.1 Parties:

        Landlord: PacCor Partners, a California general partnership.

        Tenant: HNC, INC.

        1.2 "Project" shall mean: (i) the Premises; (ii) the building located at
5930 Cornerstone Court West, San Diego, California (the "Building"); (iii)
building located at 5935 Cornerstone Court West, San Diego, California
("Adjacent Building"), Building and Adjacent Building are referred to
collectively as "Buildings"; (iv) Common Area as shown in Exhibit B and
described in Section 6.1(c); (v) the real property defined in Exhibit B ("Real
Property"); and (vi) all other improvements on the Real Property or any future
improvements, including additional buildings, to the Real Property.

        1.3 "Premises" shall mean all of the second floor and that portion of
the third floor of the Building as shown on Exhibit "A".

               (a) "Rentable Square Footage" shall mean 25,259 rentable square
feet of the Premises consisting of 17,846 rentable square feet on the second
floor and 7,413 rentable square feet on the third floor.

               (b) "Usable Square Footage" shall mean 22,936 usable square feet
of the Premises consisting of 16,434 usable square feet on the second floor and
6,502 usable square feet on the third floor.

        1.4 "COMMENCEMENT DATE" shall mean March 15, 1994, or later as set forth
below.

        If, as of March 15, 1994 Substantial Completion (defined in Section 5.1)
has not occurred, then the Commencement Date shall be the earlier of Substantial
Completion or Substantial Completion less the number of days Tenant demonstrably
delayed the Schedule in the Work Letter (see Exhibit "C"), and neither party
shall incur any liability to the other party on account of such delay in
Substantial Completion. Notwithstanding any other provision of this Lease, this
Lease shall terminate upon written notice by



                                     Page 1
<PAGE>

Tenant if Substantial Completion has not occurred by June 15, 1994, unless the
delay in Substantial Completion is caused by factors beyond Landlord's
reasonable control including but not limited to material shortages, labor
strikes, acts of God, inability to obtain permits or other necessary approvals,
moratoriums, and/or Tenant's failure to comply with the Schedule in the Work
Letter. If the Lease terminates pursuant to this Section 1.4, neither party
shall incur any liability to the other party. If Substantial Completion has not
occurred by December 31, 1994 due to factors beyond Landlord's reasonable
control, then this Lease shall automatically terminate as of December 31, 1994
and neither party shall incur any liability to the other party.

        1.5 "Term of Lease" shall mean Eighty-Four (84) full calendar months
from and after the Commencement Date or, if the Commencement Date is not the
first day of a calendar month, from and after the first day of the calendar
month following the Commencement Date, provided, however, that notwithstanding
the foregoing, Tenant may terminate this Lease effective at the end of sixty
(60) months after the Commencement Date without incurring any liability to
Landlord, except as set forth in Section 3.3.

        1.6 "Option to Extend Term" shall mean one (1) option to extend the term
of the Lease, for a period of five (5) years following the Expiration Date
(Section 3.1) in accordance with Section 3.2.

        1.7 "Base Rent" shall be payable monthly in accordance with the
"Schedule of Base Rent" as set forth below, except that Base Rent for Month 1 in
the amount of $25,259 shall be paid to Landlord upon the execution of this
Lease:

                             SCHEDULE OF BASE RENT

<TABLE>
<CAPTION>
                                BASE RENT RATE          RENTABLE
MONTH                         PER RENTABLE SQ. FT.    SQUARE FOOTAGE*   BASE RENT
------                        --------------------    ---------------   ---------
<S>                 <C>       <C>                     <C>               <C>           <C>
Month 1                 1             $1.00               25,259         $25,259         25,259
                                                                                       ---------
Months 2-3              2                $0               25,259         $0 (rent             0
                                                                         abated)

Months 4-30            27             $1.00               25,259         $25,259/       681,993
                                                                         month        ----------

Months 31-60           30             $1.10               25,259         $27,785/       833,550
                                                                         month        ----------

Months 61-84           24             $1.20               25,259         30,311/        727,464
                       --                                                month        ----------
                       84                                                             2,268,266
                                                                                       1.07/MD.
</TABLE>

        1.8 "Security Deposit" shall mean the amount of Twenty-Five Thousand Two
Hundred Fifty-Nine and no/100ths Dollars ($25,259.00).



                                     Page 2
<PAGE>

        1.9 "Tenant's Share of Common Area Operating Expenses and Building
Operating Expenses" (Section 6.1(e)) shall mean an amount due Landlord,
beginning June 1, 1995, which is Twenty-Six percent (26%) of the increase in
Common Area Operating Expenses and Fifty-Two and 3/10ths percent (52.3%) of the
increase in Building Operating Expenses over the Base Year, as specifically set
forth in Sections 6.3 and 6.4.

        1.10 "Tenant Improvement Allowance" shall mean the amount Landlord shall
pay and apply towards the cost of the Work, as follows:

               (a) $410,850.00 for improvements to the second floor of the
Premises (16,434 usable square feet multiplied by $25.00 per usable square
foot);

               (b) $55,800.00 for improvements to the shell space on the third
floor of the Premises (2,232 usable square feet multiplied by $25.00 per usable
square foot);

               (c) That portion of the Premises on the third floor previously
occupied by Telesoft, consisting of 4,270 usable square feet, shall be
demolished and tenant improvements completed in accordance with a mutually
agreed upon plan, drafted by Tenant's architect, utilizing existing improvements
where possible, to be consistent with the material and furnishings of the third
floor shell space, all at Landlord's expense.

               (d) Tenant's architect shall provide design plans for the
refurbishment of the present third floor elevator lobby area and existing
corridor to reflect a multi-tenant building standard quality appearance. Upon
Landlord's approval of the plans, which approval shall not be unreasonably
withheld or demonstrably delayed, Landlord will complete the refurbishment of
the present third floor elevator lobby area and existing corridor at Landlord's
expense.

Tenant shall pay for the cost of the Work referenced in Subsections (a) and (b)
hereinabove which exceeds the Tenant Improvement Allowance.

        1.11 Additional Insureds: Tenant shall name as additional insureds the
following entities:

        PacCor Partners, a California general partnership (Landlord)
        11939 Rancho Bernardo Road, Suite 200
        San Diego, California 92128
        Attn: Robert C. Henkel

        PacCor Management Company, a California corporation (a general partner)
        11939 Rancho Bernardo Road, Suite 200
        San Diego, California 92128
        Attn: Terrence L. Vogel



                                     Page 3

<PAGE>

        PR Land Corp., a Delaware corporation (a general partner)
        c/o Paul Revere Investment Management Corporation
        18 Chestnut Street
        Worcester, MA 01608


        1.12 Notice Address (Section 16.2): All notices shall be addressed as
follows:


        Landlord: PacCor Partners
                  11939 Rancho Bernardo Road, Suite 200
                  San Diego, California 92128
                  Attn: Robert C. Henkel

        Copy to:  PacCor Management Company
                  11939 Rancho Bernardo Road, #200
                  San Diego, California 92128
                  Attn: Terrence L. Vogel

        To Tenant prior to Tenant's taking possession of the Premises:
                  HNC, Inc.
                  5501 Oberlin Drive
                  San Diego, California 92121
                  Attn: Hugh D. Gerfin

        Tenant after Tenant's taking possession of the Premises:
                  HNC, Inc.
                  5930 Cornerstone Court West
                  San Diego, California 92121
                  Attn: Hugh D. Gerfin

        Copy of all notices to Tenant to:
                  Kenneth A. Linhares, Esq.
                  Fenwick & West
                  Two Palo Alto Square, Suite 800
                  Palo Alto, California 94306


        1.13 EXHIBITS:

        Exhibit "A": Description of Premises (Floor Plans)
        Exhibit "B": Project Site Plan (including legal description of Real
                     Property)
        Exhibit "C": Work Letter
        Exhibit "D": Building/Tenant Improvement Standards for Pacific Corporate
                     Park



                                     Page 4
<PAGE>

                    SECOND AMENDMENT TO OFFICE BUILDING LEASE
                 BETWEEN PACCOR PARTNERS AND HNC SOFTWARE, INC.

        This Second Amendment To Office Building Lease between PacCor Partners
and HNC, Inc. ("Second Amendment"), is made and entered into as of the 1st day
of June, 1994 between PACCOR PARTNERS, a California general partnership
("Landlord") and HNC SOFTWARE, INC., a California corporation ("Tenant"), with
regard to the following:

A.      Landlord and Tenant entered into an Office Building Lease dated December
        1, 1993 ("Lease").

B.      Landlord and Tenant amended the Lease by the First Amendment to Office
        Building Lease between PacCor Partners and HNC, Inc. effective February
        1, 1994 ("First Amendment"). Generally, the First Amendment substituted
        Bycor General Contractors, Inc. for Roel Construction Company, Inc. as
        the general contractor to complete the tenant improvements on the second
        and a portion of the third floors of the building at 5930 Cornerstone
        Court West, San Diego, California ("Building"). The Lease and First
        Amendment shall be referred to as "Lease".

C.      Landlord and Tenant desire to amend the Lease to provide for the
        expansion of the Premises in the third and first floors, whereby the
        Premises shall include all of the interior of the Building. HNC, Inc.
        changed its name to HNC Software, Inc.

        NOW, THEREFORE, for valuable consideration the receipt and sufficiency
of which are hereby acknowledged, the parties agree to amend the Lease as
follows:

1.      Section 1.3 of the Lease entitled "Premises" shall be deleted in its
        entirety and substituted in its place shall be the following:

        1.3 "Premises" shall mean all of the interior of the Building as shown
        on Exhibit A Amended attached to the Second Amendment. _

                (a) "Rentable Square Footage" shall mean 48,984 square feet.

                (b) "Usable Square Footage" shall mean 43,568 square feet.

                (c) "Original Premises" shall mean all of the second floor and
        that portion of the third floor shown on Exhibit A of the Lease (being
        the area leased pursuant to the terms of the Lease dated December 1,
        1993).

                (d) "Third Floor Expansion Space" shall mean that portion of the
        Premises on the third floor not previously included on Exhibit A of the
        Lease dated December 1, 1993 consisting of 6,325 usable square feet (for
        purposes of determining Tenant Improvement Allowance and refurbishment
        allowance for the Third Floor Expansion



                                     Page 1
<PAGE>

            Space) and 7936 rentable square feet (for purposes of determining
            the Base Rent), as shown on Exhibit A Amended.

                    (e) "Area 1" shall mean that portion of the Premises on the
            first floor of the Building consisting of 4353 usable square feet
            (for purposes of determining the Tenant Improvement Allowance and
            refurbishment allowance for Area 1) and 5130 rentable square feet
            (for purposes of determining the Base Rent), as shown on Exhibit A
            Amended.

                    (f) "Area 2" shall mean that portion of the Premises on the
            first floor of the Building consisting of 4528 usable square feet
            (for purposes of determining the Tenant Improvement Allowance and
            refurbishment allowance for Area 2) and 4528 rentable square feet
            (for purposes of determining the Base Rent), as shown on Exhibit A
            Amended.

                    (g) "Area 3" shall mean that portion of the Premises on the
            first floor of the Building consisting of 5426 usable square feet
            (for purposes of determining the Tenant Improvement Allowance and
            refurbishment allowance for Area 3) and 6131 rentable square feet
            (for purposes of determining the Base Rent), as shown on Exhibit A
            Amended.

2.      Section 1.4 of the Lease entitled "Commencement Date" shall be
        deleted in its entirety and substituted in its place shall be the
        following:


            1.4 "Commencement Date" shall be the collective term for the
            commencement dates for the Premises as set forth below.

                    (a) "Original Premises Commencement Date" shall mean March
            15, 1994.

                    (b) "Third Floor Expansion Space Commencement Date" shall
            mean October 1, 1994 or when the Work for the Third Floor Expansion
            Space is Substantially Complete, if earlier than October 1, 1994.

                    (c) "Area 1 Commencement Date" shall mean May 1, 1995 or
            when the Work for Area 1 is Substantially Complete, if earlier than
            May 1, 1995;

                    (d) "Area 2 Commencement Date" shall mean November 1, 1995
            or when the Work for Area 2 is Substantially Complete, if earlier
            than November 1, 1995;

                    (e) "Area 3 Commencement Date" shall mean May 1, 1996 or
            when the Work for Area 3 is Substantially Complete, if earlier than
            May 1, 1996.

3.      Section 1.5 of the Lease entitled "Term of Lease" shall be deleted in
        its entirety and substituted in its place shall be the following:

            1.5 "Term of Lease" shall mean the period from March 15, 1994
            through April 30, 2003.



                                     Page 2
<PAGE>

4.      Section 1.7 of the Lease entitled "Base Rent" shall be deleted in its
        entirety and substituted in its place shall be the following:

                1.7 "Base Rent" shall be payable monthly in accordance with the
                "Schedule of Base Rent" as set forth below:

                              SCHEDULE OF BASE RENT

<TABLE>
<CAPTION>
                                                                        Rentable Sq. Footage
             Base Rent Rate                        3rd Flr       ------------------------------------          Total Base Rent
Month        Per Rentable Sq. Ft.   Orig. Prem       Exp         Area 1         Area 2         Area 3             Per Month
-----        --------------------   ----------   -----------     -------       -------        -------          -----------------
<S>          <C>                    <C>          <C>             <C>           <C>            <C>              <C>
3/15/94-          $1.00             25,259 sf                                                                      $13,852
3/31/94                                                                                                            (17 days)

4/1-30/94         $1.00             25 259 sf                                                                      $25,259

5/1/94-             0               25,259 sf                                                                      $0(rent
6/30/94                                                                                                            abated)

7/94-9/94         $1.00             25,259 sf                                                                      $25,259

10/94-            $1.00             25,259 sf     7,936 sf                                                         $33,195
4/95

5/95-             $1,00             25,259 sf     7,936 sf       5130 sf                                           $38,325
10/95

11/95-            $1.00             25,259 sf     7,936 sf       5130 sf        4528 sf                            $42,853
4/96

5/96-9/96         $1.00             25,259 sf     7,936 sf       5130 sf        4528 sf        6,131 sf            $48,984

10/96-            $1.10             25,259 sf     7,936 sf       5130 sf        4528 sf        6,131 sf            $53,882
3/99
4/99-3/01         $1.20             25,259 sf     7,936 sf       5130 sf        4528 sf        6,131 sf            $58,780
4/01-3/03         $1.30             25,259 sf     7,936 sf       5130 sf        4528 sf        6,131 sf            $63,679
</TABLE>


5.      Section 1.8 of the Lease entitled "Security Deposit" shall be amended by
        adding the following sentence to the end of the Section:

                "The Security Deposit shall not be increased due to the leasing
                of the Third Floor Expansion Space, Area 1, Area 2 or Area 3."


                                     Page 3
<PAGE>

6.      Section 1.9 of the Lease entitled "Tenant's Share of Common Area
        Operating Expenses and Building Operating Expenses" shall be deleted in
        its entirety and substituted in its place shall be the following:

                1.9 "Tenant's Share of Common Area Operating Expenses and
                Building Operating Expenses" (as defined in Section 6.1) shall
                mean an amount due Landlord beginning June 1, 1995 which is
                fifty percent (50%) of the increase in Common Area Operating
                Expenses and one hundred percent (100%) of the increase in
                Building Operating Expenses over the Base Year, as specifically
                set forth in Sections 6.3 and 6.4.

7.      Section 1.10 of the Lease entitled "Tenant Improvement Allowance" shall
        be amended by adding the following:

                        (e) $158,125 for tenant improvements to the remaining
                space in the third floor (6,325 usable square feet multiplied by
                $25 per usable square foot);

                        (f) $108,825 for tenant improvements to Area 1 on the
                first floor (4,353 usable square feet multiplied by $25 per
                usable square foot) increased by three percent (3%) per
                annum from the date of the Second Amendment until the signing of
                a contract for the tenant improvements for Area 1;

                        (g) $113,200 for tenant improvements to Area 2 on the
                first floor (4,528 usable square feet multiplied by $25 per
                usable square foot) increased by three percent (3%) per annum
                from the date of the Second Amendment until the signing of a
                contract for the tenant improvements for Area 2;

                        (h) $135,650 for tenant improvements to Area 3 on the
                first floor (5,426 usable square feet multiplied by $25 per
                usable square foot) increased by three percent (3%) per annum
                from the date of the Second Amendment until the signing of a
                contract for the tenant improvements for Area 3;

                        (i) $11,360 for improvements to the lobby on the first
                floor (1,136 usable square feet multiplied by $10 per usable
                square foot), which is in addition to the $25 per usable square
                foot allowance for the lobby by virtue of its being included in
                the usable square footage of Area 1;

                        (j) $8,500 for improvements to remodel the lobby on the
                second floor (340 usable square feet multiplied by $25 per
                usable square foot), which lobby was previously improved as part
                of the Original Premises;

                        (k) $7,680 for improvements to the shipping area on the
                third floor (512 usable square feet multiplied by $15 per usable
                square foot), which was previously improved as part of the
                Original Premises.

                        (l) Tenant shall pay for the cost of the Work referenced
                in subsections (a) through (k) above which exceeds the Tenant
                Improvement Allowance.

8.      Section 1.13 of the Lease entitled EXHIBITS shall be amended by adding
        Exhibit A Amended - Description of Premises, and Exhibit C Amended -
        Second Phase Work Letter



                                     Page 4
<PAGE>

        for all of the Premises except the Original Premises, copies of which
        are attached to this Second Amendment.

9.      Section 3.1 of the Lease entitled TERM shall be deleted in its entirety
        and substituted in its place shall be the following:

                3.1 TERM: The term of the lease as set forth in Section 1.5.
                "Expiration Date" shall mean April 30, 2003. The Third Floor
                Expansion Space Commencement Date, Area 1 Commencement Date,
                Area 2 Commencement Date and Area 3 Commencement Date shall be
                confirmed in writing by Landlord and Tenant within fifteen (15)
                days after the respective Commencement Dates.

10.     Section 3.2(c) of the Lease entitled Provisions Applicable To The
        Extended Term shall be amended by adding the following:

                (vi) The option to extend the Term shall be for the entire
                Building only and not for any portion or floor thereof.

11.     Section 3.2(d) of the Lease entitled Refurbishment Allowance shall be
        deleted in its entirety and substituted in its place shall be the
        following:

                (d) Refurbishment Allowance: On April 1, 1999, Landlord shall
                provide Tenant an allowance of not to exceed One Hundred
                Forty-Six Thousand Three Hundred Five and no/100 Dollars
                ($146,305.00 - $5.00 multiplied by Usable Square Footage of
                29,261 usable square feet) to refurbish the Original Premises
                and the Third Floor Expansion Space (i.e., the second and third
                floors of the Building). In the event Tenant elects to extend
                the Term for the entire Building pursuant to Section 3.2, then
                on April 1, 2003, Landlord shall provide Tenant an allowance of
                not to exceed Seventy-One Thousand Five Hundred Thirty-Five and
                no/100 Dollars ($71,535.00 - $5.00 multiplied by Usable Square
                Footage of 14,307 usable square feet) to refurbish Area 1, Area
                2 and Area 3 (i.e., the first floor of the Building). Such
                allowances shall be in addition to the Tenant Improvement
                Allowance and shall be a reimbursement to Tenant within ten (10)
                days after Tenant's completing the refurbishments and actually
                incurring expenses for such refurbishment of the Premises and
                submitting invoices to Landlord indicating the refurbishment
                work completed. Refurbishment and/or alterations shall be in
                accordance with Section 7.9 of this Lease.

12.     Section 3.3 of the Lease entitled CANCELLATION OF LEASE shall be deleted
        in its entirety.

13.     Section 4.2 of the Lease entitled Base Rent shall be amended by adding
        the following subsections:

                (a) In the event Tenant gives Landlord written notice that
                Tenant shall not cause the Work to be completed in the Third
                Floor Expansion Space, Area 1, Area 2 and/or



                                     Page 5
<PAGE>

                Area 3 prior to the respective Commencement Date, the Base Rent
                for that portion of the Premises listed in the notice shall be
                at eighty percent (80%) of the Schedule of Base Rent set forth
                in Section 1.7 for a period of not to exceed six (6) months.
                Whether or not the portion of the Premises listed on the notice
                is improved, Base Rent commencing in the seventh (7th) month
                shall be as set forth in Section 1.7. Tenant's share of Common
                Area Operating Expenses and Building Operating Expenses shall be
                paid notwithstanding any reduction of Base Rent.

                (b) In the event the Third Floor Commencement Date, Area 1
                Commencement Date, Area 2 Commencement Date and/or Area 3
                Commencement Date are earlier than as set forth in Section 1.4
                (Second Amendment), the Schedule of Base Rent shall be amended
                to reflect the proper Commencement Date(s).

14.     Section 4.6 of the Lease entitled RENT CREDIT FOR UNUSED TENANT
        IMPROVEMENT ALLOWANCE shall be deleted in its entirety and substituted
        in its place, shall be the following:

                4.6 RENT CREDIT FOR UNUSED TENANT IMPROVEMENT ALLOWANCE: All
                Tenant Improvement Allowances [except the allowances set forth
                in Section 1.10(i), (j) and (k)] not used to pay for Work shall
                be credited toward Rent commencing on the Commencement Date, not
                to exceed One Dollar ($1.00) multiplied by the Usable Square
                Footage of the area being improved. This paragraph shall not
                apply to any portion of the Premises whereby Tenant gives
                Landlord written notice that Tenant shall not cause the Work to
                be completed pursuant to Section 4.2(a) above.

15.     Section 5 of the Lease entitled TENANT IMPROVEMENTS shall be deleted in
        its entirety and substituted in its place shall be the following:

                5.1 DEFINITIONS: For purposes of this Lease, the following
                definitions shall apply:

                        (a) "Work" shall mean the Tenant improvements as set
                forth in the approved construction documents and approved change
                orders as more specifically defined in the Work Letter and
                Second Phase Work Letter.

                        (b) "Substantial Completion" shall mean a portion of
                the Premises has been approved for occupancy by the City of
                San Diego Building Department, a portion of the Premises has
                been delivered to Tenant for occupancy, and completion of
                construction of the Work (defined below) in accordance with the
                approved construction documents and change orders has occurred
                with the exception of minor details of construction,
                installation, decoration, or mechanical adjustments commonly
                found on a punchlist, none of which materially interferes with
                Tenant's use or occupancy of that portion of the Premises.
                Substantial Completion of the Work shall be deemed to have
                occurred notwithstanding the requirement to complete the
                punchlist items or similar corrective work as set forth in
                Section 5.4.

                        (c) "Work Letter" shall mean Exhibit "C" attached to the
                Lease.



                                     Page 6
<PAGE>

                        (d) "Second Phase Work Letter" shall mean Exhibit C
                Amended attached to this the Second Amendment.

                        5.2 PREPARATION OF PREMISES: Landlord shall arrange for
                the timely construction of the Work in accordance with the
                requirements set forth in the Work Letter, Second Phase Work
                Letter, the Lease and Amendments to the Lease.

                        5.3 LANDLORD'S CONTRACTOR: Landlord shall enter into
                construction contracts in accordance with the Work Letter and
                Second Phase Work Letter.

                        5.4 ACCEPTANCE OF PREMISES: Within five (5) days after
                Substantial Completion, Landlord, Tenant, Tenant's architect and
                such other of Tenant's Representatives as Tenant deems
                appropriate shall conduct a walk-through of the respective
                portion of the Premises. Tenant and Landlord shall at the
                conclusion of the walk-through jointly prepare a list of any
                items not completed in accordance with the Lease, Work Letter,
                Second Phase Work Letter, construction documents, construction
                contracts, Building/Tenant Improvement Standards for Pacific
                Corporate Park as set forth in Exhibit "D" ("Building
                Standards") and/or other applicable codes, laws, regulations or
                standards ("Corrections List"). Landlord shall reasonably and
                promptly complete all items on the Corrections List. Except for
                latent defects in the Building not reasonably discoverable
                during construction, Tenant shall be deemed to have accepted the
                Premises in its then "AS IS" condition upon Substantial
                Completion. If Landlord fails to reasonably complete all items
                on the Corrections List prior to ninety (90) days after it is
                prepared, Tenant may complete any items and deduct the
                reasonable cost from the Rent next due. Any items completed by
                Tenant shall be in accordance with Section 7.9 except as
                specifically otherwise provided in this Section.

16.     Section 5 of the Lease entitled Tenant Improvements shall be amended by
        adding the following after subsection 5.4:

                5.5 Election as to Area 1 and Area 2: Tenant may elect to
                complete the tenant improvements for Area 2 prior to Area 1;
                however, in this event, the first floor lobby as shown on
                Exhibit A Amended shall be completed at the same time as Area 2.

17.     Section 6.1(e) of the Lease entitled "Lease Expenses" shall be deleted
        in its entirety and substituted in its place shall be the following:

                (e) "Lease Expenses" shall mean the sum of (i) Building
                Operating Expenses, and (ii) Tenant's proportionate share of
                Common Area Operating Expenses (defined as a fraction, the
                numerator of which is the Rentable Square Footage and the
                denominator of which is the Project Rentable Area as defined
                below in subsection (g) below).

                (f) "Lease Year" shall mean each twelve (12) month period during
                the Term commencing June 1, 1995.



                                     Page 7
<PAGE>

18.     Section 17.3 of the Lease entitled RIGHT OF FIRST REFUSAL FOR EXPANSION
        Space shall be deleted in its entirety.

19.     Henceforth "Tenant" shall mean HNC Software, Inc.

20.     Except as specifically set forth in this Second Amendment, all other
        terms and conditions of the Lease shall remain in full force and effect.

        IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as of the date first hereinabove set forth.

Landlord:                    PACCOR PARTNERS, a California general partnership

                             By:  PacCor Management Company, A general partner

                                  By:           [SIGNATURE ILLEGIBLE]
                                     -------------------------------------------

                                     Its:          VICE PRESIDENT
                                         ---------------------------------------

Tenant:                           HNC SOFTWARE, INC., a California corporation

                                  By:
                                     -------------------------------------------

                                     Its:
                                         ---------------------------------------



                                     Page 8
<PAGE>

18.     Section 17.3 of the Lease entitled RIGHT OF FIRST REFUSAL FOR EXPANSION
        SPACE shall be deleted in its entirety.

19.     Henceforth "Tenant" shall mean HNC Software, Inc.

20.     Except as specifically set forth in this Second Amendment, all other
        terms and conditions of the Lease shall remain in full force and effect.

        IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as of the date first hereinabove set forth.

Landlord:                     PACCOR PARTNERS, a California general partnership

                              By: PacCor Management Company, A general partner

                                  By:
                                     -------------------------------------------

                                     Its:
                                         ---------------------------------------

Tenant:                           HNC SOFTWARE, INC., a California corporation

                                  By:        [SIGNATURE ILLEGIBLE]
                                     -------------------------------------------

                                     Its:           PRESIDENT
                                         ---------------------------------------


                                     Page 8
<PAGE>

                        Exhibit "C" to Second Amendment

                            SECOND PHASE WORK LETTER

This Second Phase Work Letter is an exhibit to the Lease, as amended, between
PacCor Partners, a California general partnership ("Landlord") and HNC Software,
Inc., a California corporation ("Tenant") dated December 1, 1993, with regard to
the following:

1.      CONDITION OF PREMISES AND BUILDING DELIVERED BY LANDLORD.

        1.1 Second Phase Premises Shell and Stub-in. Landlord shall provide, at
its expense and not as a charge against the Tenant Improvement Allowance, a
finished shell for that portion of the Premises and Building consisting of the
Third Floor Expansion Space, Area 1, Area 2 and Area 3 ("Second Phase
Premises"), which shall include: (a) smooth concrete floors; (b) unfinished
ceilings; (c) finished core area, including elevator(s), toilet room(s),
electrical room, telephone room(s), janitorial closet(s) and exit stair(s); (d)
dry wall (taped and/or finished, but not painted) around surfaces of core walls;
(e) existing heating, ventilating and air conditioning service as set forth in
Exhibit "F" to the Lease; (f) existing sprinkler service within the Building
(not including main loops and branch distribution); (g) main electrical panel;
(h) exercise room including existing exercise equipment, and (i) life safety
systems as required by the applicable San Diego City Municipal Code for a
building shell.

        1.2 Building Standards. All improvements in the Building shall be in
accordance with Building/Tenant Improvement Standards for Pacific Corporate Park
("Building Standards") attached as Exhibit D of the Lease. If provisions of
this Second Phase Work Letter conflict with provisions of the Building
Standards, the provisions of the Second Phase Work Letter shall prevail.

        1.3 Building Plans. Landlord has delivered to Tenant its best available
shell building plans and information ("Building Plans").

        1.4 Work. The installation and construction of the Tenant improvements
by Landlord in accordance with the permitted and approved Second Phase
Construction Documents (defined in paragraph 2.4) and Second Phase Change Orders
(defined in paragraph 9) of this Second Phase Work Letter shall constitute the
work ("Work").

2.      PLANS AND DOCUMENTS.

        2.1 Second Phase Preliminary Space Plan. Tenant's Representative shall
provide to Landlord a preliminary schematic drawing depicting the Second Phase
Premises with walls, doors, windows, columns and structural elements, based on
site visits, other information obtained by Tenant or Tenant's Representatives,
and the best available Building Plans supplied by Landlord ("Second Phase
Preliminary Space Plan"), in accordance with the schedule set forth in paragraph
6 of this Second Phase Work Letter ("Second Phase Schedule") for information
only.



                                     Page 1
<PAGE>
        2.2 Second Phase Final Space Plan. Tenant's Representative shall furnish
to Landlord a final schematic drawing depicting the Second Phase Premises with
walls, doors, windows, columns and structural elements, based on site visits,
other information obtained by Tenant or Tenant's Representatives, and the
Building Plans ("Second Phase Final Space Plan"), in accordance with the Second
Phase Schedule. Landlord shall review and approve the Second Phase Final Space
Plan with reasonable written conditions, if any, in accordance with the Second
Phase Schedule.

        2.3 Second Phase Construction Documents. Tenant shall cause to be
prepared all documents required to obtain a building permit from the City of San
Diego for the Work, including any corrections or changes requested by the City
of San Diego ("Second Phase Construction Documents") in accordance with the
Second Phase Schedule. The Second Phase Construction Documents shall be
consistent with the Second Phase Final Space Plan, design plans, if any, and the
Building Standards. Tenant shall submit Second Phase Construction Documents
including the list of bid alternates, if any, to Landlord in accordance with the
Second Phase Schedule. The Landlord shall review and approve with reasonable
conditions, if any, in accordance with the Second Phase Schedule. Tenant shall
reasonably comply with Landlord's conditions, if any, by modifying the Second
Phase Construction Documents prior to the issuance of building permits.

        2.4 Second Phase Design/Engineering Fees. Fees paid to BSHA Architects &
Interior Design for preparation of the Second Phase Preliminary Space Plan, the
Second Phase Final Space Plan, working drawings, and services for processing and
obtaining building permits and Second Phase Change Orders, and other services
related to the Work shall not exceed Thirty-Four Thousand Seven Hundred
Thirty-Eight and no/100ths Dollars ($34,738.00) ($1.70 times Usable Square
Footage of 20,434 usable square feet). Such fees shall be part of the Tenant
Improvement Allowance. All above mentioned fees exceeding $34,738 shall be paid
by Tenant and not be a part of the Tenant Improvement Allowance.

        2.5 Landlord's Review of Plans and Documents. Landlord's review of plans
during design and construction of Work is selective for the benefit of Landlord
only. A Building Standard, provision in the Amended Planned Industrial
Development Permit No. 85-0830 ("PID") or other similar document may only be
amended, modified or waived as specifically set forth in writing by Landlord.
Any provision of a PID and/or governmental requirement that is amended, modified
or waived must be specifically approved by the appropriate government entity
prior to final approval by the Landlord.

3.      COST ESTIMATES.

        3.1 Second Phase Preliminary Cost Estimates. Landlord shall obtain
preliminary cost estimates and deliver to Tenant for approval with conditions,
if any, in accordance with the Second Phase Schedule.

        3.2 Second Phase Final Cost Estimates. Landlord shall deliver to tenant
Final Cost Estimates in accordance with the Second Phase Schedule.

        3.3 Contractors. Bycor General Contractors, Inc. shall be the general
contractor ("Bycor").



                                     Page 2
<PAGE>
4. BUILDING PERMIT. Tenant or Tenant's Representative shall submit to the City
of San Diego all Construction Documents required to obtain building permits in
accordance with the Second Phase Schedule. The building permits shall be issued
to the Landlord and all fees shall be paid by the Landlord as part of the Tenant
Improvement Allowance. Furthermore, Tenant, Tenant's Representative and Bycor
shall conduct all processing and coordination with the City of San Diego
required for the issuance of building permits for the Work.

5. CONSTRUCTION CONTRACTS.

        5.1 Tenant or Tenant's Representative shall prepare a bid package for
distribution to the subcontractor(s) and submit to Landlord for review. Landlord
shall approve the bid package with reasonable conditions, if any, in accordance
with the Second Phase Schedule.

        5.2 Landlord shall prepare a contract for the Work with Bycor and submit
to Tenant for review in accordance with the Second Phase Schedule. Tenant shall
approve the contract with conditions, if any, in accordance with the Second
Phase Schedule.

        5.3 Landlord shall execute a construction contract for the Second Phase
Premises ("Second Phase Construction Contract") with Bycor. Landlord shall
deliver to Tenant a copy of the Second Phase Construction Contract in accordance
with the Second Phase Schedule.

6. SECOND PHASE SCHEDULE. Tenant and Landlord shall comply with the following
Second Phase Schedule. All dates not in this Second Phase Schedule shall be
determined by Landlord and Tenant prior to the due date for item a) for the
respective area.



                                     Page 3
<PAGE>

                                    SCHEDULE

<TABLE>
<CAPTION>
                                                              RESPON-       DUE         DUE         DUE          DUE
#                   ACTION                                    SIBILITY      DATE        DATE        DATE         DATE
--  ---------------------------------------------             --------     ---------   --------     ------      ---------
                                                                           3D FLOOR     AREA 1      AREA 2       AREA 3
<S> <C>                                                       <C>          <C>         <C>          <C>         <C>
a)  Deliver to Landlord for approval Preliminary              Tenant        6/24/94     11/25/94    6/29/95     12/26/95
    Space Plan

b)  Deliver to Tenant written notice approving                Landlord      6/29/94
    Preliminary Space Plan or disapproving with
    detailed written comments

c)  Deliver to Landlord preliminary cost estimate             Tenant        7/7/94

d)  Deliver to Tenant written approval of preliminary         Landlord      7/7/94
    cost estimate with conditions, if any

e)  Deliver to Landlord for approval Final Space Plan         Tenant        7/7/94

f)  Deliver to Tenant written notice approving Final          Landlord      7/7/94
    Space Plan with conditions, if any

g)  Deliver to Landlord Construction Documents                Tenant        7/8/94

h)  Deliver to Tenant written approval of Construction        Landlord      7/8/94
    Documents with conditions, if any

i)  Submit Construction Documents to City of San              Tenant        7/5/94
    Diego for permits

j)  Prepare bid package and deliver to Landlord for           Tenant        7/7/94
    approval

k)  Deliver to Bycor bid package as approved by               Landlord      7/8/94
    Landlord

l)  Deliver to Tenant Construction Contact, bids and          Landlord      7/7/94
    recommended subcontractors in each line item of
    budget

m)  Deliver to Landlord written approval with                 Tenant        7/8/94
    conditions, if any, of Construction Contract and bids
    in each line item of budget

n)  Execute Construction Contract. Deliver to Tenant          Landlord      7/8/94
    copies of executed Construction Contract, final
    budget and construction schedule

o)  Process and obtain City building permits                  Tenant        7/15/94

p)  Commence construction of Work                             Landlord      7/10/94     2/3/95      8/17/95     2/13/96

q)  Substantial Completion of Work                            Landlord      9/4/94      4/24/95     10/24/95    4/23/96
</TABLE>



                                     Page 4
<PAGE>

NOTE: The documents in the Second Phase Schedule are deemed delivered when
received in good condition by the following which may be changed upon written
notice:

To Tenant:                           HNC, Inc.
                                     5930 Cornerstone Court West
                                     San Diego, California 92121
                                     Attn: Hugh D. Gerfin

To Tenant's Representative:          Ms. Beverly Thompson
(Interior Designer)                  BSHA Architects & Interior Design
                                     919 4th Avenue
                                     San Diego, California 92101

To Landlord                          PacCor Partners
                                     11939 Rancho Bernardo Road, Suite 200
                                     San Diego, California 92128
                                     Attn: Robert C. Henkel
To Landlord's Representative:        Mr. James L. Pulliam or Mr. Robert L. Smith
                                     PacCor Management Company
                                     11939 Rancho Bernardo Road, Suite 200
                                     San Diego, California 92128

7. ADMINISTRATION OF CONSTRUCTION. Landlord shall administer the construction of
the Work in accordance with the Work Letter, the Second Phase Construction
Contract, the Lease and the Amendments to the Lease.

        Landlord shall notify Tenant of all regularly scheduled construction
meetings during the course of construction of the Work. Tenant shall have the
right but not the obligation to attend all construction meetings.

8. PAYMENT OF TENANT IMPROVEMENT ALLOWANCE. Landlord shall make monthly progress
payments to Bycor of the Tenant Improvement Allowance pursuant to the following
conditions and computations:

        8.1 Landlord shall deliver to Tenant copies of Bycor's approved monthly
payment request ("Payment Request").

        8.2 At such time as Landlord has expended the Tenant Improvement
Allowance, Tenant shall reimburse Landlord for the entire remaining balance of
the cost of the Work or the amount due under the Second Phase Construction
Contract, whichever is greater. After the Tenant Improvement Allowance has been
expended, Tenant shall reimburse Landlord the amount of the Payment Request
within fourteen (14) days of receipt of the Payment Request by Tenant.

        8.3 All utilities expenses reasonably associated with the construction
of the Work shall be a part of the Tenant Improvement Allowance.



                                     Page 5
<PAGE>

9.      SECOND PHASE CHANGE ORDERS.

        9.1 Any deviation from the Second Phase Construction Contract during the
construction of the Work shall be via a change order from Landlord to Bycor
except for minor changes that are made by Bycor which are within normal
construction practices in the San Diego Area ("SECOND PHASE CHANGE ORDER").

        9.2 Either Tenant or Landlord may prepare and submit a Second Phase
Change Order to the other party for approval. The Second Phase Change Order
shall include the change in the contract price and the number of days of delay,
if any, in Substantial Completion.

        9.3 Within two (2) business days after receipt of a Second Phase Change
Order, a party shall give the other party notice of its approval or disapproval
including the reason for disapproval. Tenant and Landlord agree to meet and
confer within three (3) business days after receipt of the Second Phase Change
Order regarding any Second Phase Change Order not approved. Tenant shall
reimburse Landlord for outside consultants' fees for the review of a Second
Phase Change Order if (i) Landlord does not reasonably have the expertise among
its employees to properly review a specific Second Phase Change Order and (ii)
Tenant consents to the retaining of an outside consultant.

        9.4 Landlord and Tenant agree not to unreasonably disapprove a Second
Phase Change Order. Both parties agree to use reasonable effort to process a
Second Phase Change Order expeditiously. When a Second Phase Change Order has
been signed by Landlord, Bycor and Tenant, the contents thereof shall be binding
on all parties.

10. SPECIFIC LANDLORD CONCERNS RE SECOND PHASE CONSTRUCTION DOCUMENTS AND SECOND
    PHASE CHANGE ORDERS.

        10.1 Landlord has identified below certain areas of intense concern
which are most likely to generate condition(s) to approval by Landlord during
Landlord's review of plans, drawings, specifications and a Second Phase Change
Order, and therefore may result in a disapproval or the necessity to retain
outside consultants.

               10.1.1 Any aspects of the Work that may endanger the structural
integrity of the Premises, the Building and/or the Project;

               10.1.2 Any aspects of the Work altering the Project utility
services or utilities serving Landlord's other tenants;

               10.1.3 Any aspect of the Work which is a material deviation from
the Building Standards;

               10.1.4 Any aspects of the Work which violate the conditions of
the PID, any State or municipal code or public agency ordinance, or regulation
and the applicable Declaration of Conditions, Covenants & Restrictions
("CC&R's")



                                     Page 6
<PAGE>


               10.1.5 Any aspects of the Work to the Premises which will be
visually unattractive from the exterior of the Premises.

               10.1.6 Penetration or modification of the Building roof or shell.

               10.1.7 Reduction in the number of parking stalls in the Project.

               10.1.8 Increase in rentable areas which may cause a reduction in
buildable area available to Landlord with respect to future expansion of the
Project.

11.     TENANT'S VISIT TO PREMISES.

        11.1 Upon execution of the Second Amendment to Lease, Tenant shall have
access to the Second Phase Premises for the purpose of planning and design seven
(7) days a week, twenty-four (24) hours a day, subject to all applicable codes,
ordinances, law and governmental restrictions, except that Tenant shall not
interrupt or interfere with the activities of Landlord or other tenants of the
Project.

        11.2 Tenant hereby indemnifies and agrees to hold Landlord, Landlord's
Representatives and the Project free and harmless of any and all costs, claims,
damages, liens, losses and expenses of any kind or nature, arising out of or
resulting from such entry and/or activity upon the Project, Building or Second
Phase Premises by Tenant and Tenant's Representatives, except to the extent
caused by Landlord's negligence or intentional misconduct.

        11.3 All of Tenant's personal property brought upon or installed in the
Second Phase Premises before the delivery of possession shall be at Tenant's
risk, and neither Landlord nor Landlord's Representatives shall be responsible
for any damage, losses or destruction thereof, except for Landlord's willful
misconduct. All Tenant's installations shall conform with all applicable
governmental regulations and codes.

12. BONDS/GUARANTEE. Landlord may at its election require the contractors to
provide for the benefit of Landlord from a company acceptable to Landlord a
performance and completion bond to assure the completion of the Work and the
payment of all labor and material costs.

13. INSURANCE. Landlord shall require contractors to maintain adequate insurance
as a cost of Tenant Improvement Allowance, including any cost for naming
Landlord as an additional insured.

14. LANDLORD'S FEE. No fee, charge, out-of-pocket costs, general conditions,
overhead or profit shall be chargeable by Landlord to Tenant in connection with
Landlord's supervision of Work, except as provided in Paragraph 9.3 above.

15. ARBITRATION OF DISPUTES. If either party disapproves any designs, plans and
specifications submitted by the other party pursuant to this Second Phase Work
Letter, the disapproving party shall as soon thereafter as reasonably possible,
submit for the issuing party's approval revised designs, plans and
specifications. Within three (3) business days after receipt of such revised
designs, plans and specifications, the issuing party shall notify the



                                     Page 7
<PAGE>

disapproving party of approval or disapproval of such revisions. If the issuing
party disapproves such revised designs, plans and specifications, then the
disapproving party may, at its election, notify the issuing party in writing of
the submission of the dispute to arbitration pursuant to this paragraph. Such
arbitration shall be settled by binding arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association.

16. DEFINED TERMS. All defined terms (capitalized words) shall have same meaning
as in the Lease, the First Amendment dated February 1, 1994, and the Second
Amendment dated June 1, 1994, concerned with the Second Phase Work Letter.
"Business days" shall mean Monday through Friday, excluding all federal and
state holidays.

ACCEPTED AND APPROVED:

PACCOR PARTNERS

By:  PACCOR MANAGEMENT COMPANY, A general partner

     By:           /s/ HUGH GERFIN
        ------------------------------------------
        Its:          VICE PRESIDENT
            --------------------------------------

HNC SOFTWARE , INC., a California corporation

     By:           [SIGNATURE ILLEGIBLE]
        ------------------------------------------
        Its:            CONTROLLER
            --------------------------------------



                                     Page 8
<PAGE>






                      [THIRD FLOOR WEST BUILDING DIAGRAM]













EXHIBIT A

<PAGE>





                      [SECOND FLOOR WEST BUILDING DIAGRAM]













EXHIBIT A

<PAGE>






                               [SITE PLAN DIAGRAM]













EXHIBIT B

<PAGE>








                      [FIRST FLOOR WEST BUILDING DIAGRAM]













EXHIBIT A AMENDED


                                  PAGE 1 OF 2
<PAGE>







                      [THIRD FLOOR WEST BUILDING DIAGRAM]













EXHIBIT A AMENDED



                                  PAGE 2 OF 2



<PAGE>
                       FIRST AMENDMENT TO OFFICE BUILDING
                                      LEASE
                             between PACCOR PARTNERS
                                  and HNC, INC.


        This First Amendment To Office Building Lease between PacCor Partners
and HNC, Inc. ("First Amendment"), is made and entered into effective February
1, 1994 between PACCOR PARTNERS, a California general partnership
("Landlord") and HNC, INC., a California corporation ("Tenant"), with
regard to the following:

A.  Landlord and Tenant entered into an Office Building Lease dated December 1,
    1993 ("Lease").


B.  The Work Letter (Exhibit "C" of the Lease) names Roel Construction Company,
    Inc. ("Roel") as the general contractor.

C.  Tenant has requested to substitute Bycor General Contractors, Inc., a
    California corporation ("Bycor"), for Roel as the general contractor to
    complete the Work on the Premises.

D.  Changing general contractors may delay Substantial Completion (defined in
    Paragraph 5.1 of the Lease) and/or create a claim for damages by Roel.
    Tenant desires to assume both of the aforementioned liabilities and
    indemnify and defend Landlord from any such claim(s).

E.  Landlord and Tenant desire to amend the Lease as set forth in this First
    Amendment.


    NOW, THEREFORE, for valuable consideration the receipt and sufficiency of
which are hereby acknowledged, the parties agree to amend the Lease as follows:


1.  The Lease and Work Letter are hereby amended to replace Roel with Bycor as
    the general contractor. Wherever the term "Roel" appears in the Work Letter
    or Lease, it shall be substituted by "Bycor".

2.  Landlord and Tenant agree that the change of general contractor from Roel to
    Bycor shall be considered Tenant's delay of the Schedule by seven (7) days
    for purposes of paragraph 1.4 of the Lease.

3.  Tenant agrees to indemnify and defend Landlord for all claims directly or
    indirectly arising from this substitution of general contractors,
    specifically, any claim Roel may have for it not being retained as the
    general contractor. Tenant shall not indemnify and defend Landlord for any
    claims directly or indirectly arising from Landlord's sole negligence.
    Landlord shall use reasonable efforts to resolve any claim Roel may have at
    no cost to Landlord or Tenant.

4.  Except as specifically set forth in this First Amendment, all other terms
    and conditions of the Lease, as amended, shall remain in full force and
    effect.


                                     Page 1

<PAGE>

        IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date first hereinabove set forth.



 Landlord:                    PACCOR PARTNERS, a California general partnership
                              By:  PacCor Management Company, A general partner



                                   By: /s/ HUGH GERFIN
                                       -----------------------------------------
                                       Its: Vice President



Tenant:                       HNC, INC., a California corporation




                              By: /s/ [SIGNATURE ILLEGIBLE]
                                  ----------------------------------------------
                                  Its: PRESIDENT
                                       -----------------------------------------


                                     Page 2

<PAGE>



        Exhibit "E": Rules and Regulations
        Exhibit "F": Heating, Ventilation & Air Conditioning ("Tri-Water
                     System")
        Exhibit "G": Non-Disturbance Agreement
        Exhibit "H": Estoppel Certificate
        Exhibit "I": Janitorial Specifications
        Exhibit "J": Covenants, Conditions & Restrictions
        Exhibit "K": Amended Planned Industrial Development
                     ("PID") Permit No. 85-0830

                                   SECTION 2
                                    PREMISES

        Landlord hereby leases the Premises to Tenant and Tenant hereby leases
the Premises from Landlord, subject to the provisions of this Lease.

                                   SECTION 3
                                      TERM

        3.1 TERM: The Term of this Lease is set forth in Section 1.5.
"Expiration Date" shall mean the last day of the initial Term of this Lease. The
Commencement Date and Expiration Date shall be confirmed in writing by Landlord
and Tenant within fifteen (15) days after the Commencement Date.


        3.2 OPTION TO EXTEND TERM:

            (a) Option to Extend Term: As a material part of the consideration
for the execution of this Lease by Tenant, Tenant is hereby granted an option to
extend the Term for the Premises for one (1) five (5) year period ("Extended
Term") following the Expiration Date, by giving Landlord written notice
of Tenant's exercise of the option ("Option Notice") at least six (6) months
before the Expiration Date. If the option to extend is exercised, the "Option
Commencement Date" shall be one day after the Expiration Date and the term of
this Lease shall be extended to the fifth anniversary of the Expiration Date
("Option Expiration Date").


            (b) Provisions Applicable to the Option: The option to extend the
Term of this Lease set forth in the preceding Section may be exercised by Tenant
provided that, at the time Landlord receives the Option Notice, Tenant is not in
material default under this Lease. Notwithstanding Section 3.2(a), if Tenant is
in material default of this Lease on the date Landlord receives the Option
Notice, the Option Notice shall be void and the Extended Term shall not commence
unless Landlord notifies the Tenant in writing within ten (10) days after
receipt of the Option Notice that the Option Notice is accepted and will operate
to extend the Term of this Lease as provided in this Section 3.2. If Tenant is
in material default under this Lease on the date the Extended Term is to
commence and Tenant has not commenced any cure of such default within the cure
periods set forth in Section 12 below, then, in Landlord's sole election, the
Extended Term shall not commence and this Lease shall expire upon the Expiration
Date.


                                     Page 5

<PAGE>


Notwithstanding any provision to the contrary in this Lease, Tenant shall in no
event be deemed in material default of this Lease if curative action has
occurred pursuant to Section 12.

            (c) Provisions Applicable To The Extended Term: The Extended Term
shall be upon the same terms and conditions as set forth in this Lease except as
follows:

              (i) The Base Rent for the Extended Term shall be adjusted to
ninety-five percent (95%) of the then fair market rental value as more
specifically set forth in Sections 4.3 and 4.4.

              (ii) Tenant will have no option to extend the Term of this Lease
beyond the Option Expiration Date unless the parties agree so in writing.

              (iii) Tenant shall accept the Premises in its then "AS IS"
condition at the Option Commencement Date.

              (iv) If the Lease is extended, then "Term" as used in this Lease
shall include the Term and the Extended Term unless specifically provided to the
contrary in this Lease.

              (v) Landlord shall deliver to Tenant an amendment to this Lease
which shall include the Base Rent for the Extended Term as set forth in Section
4.3. Base Rent for the Extended Term shall be as set forth in Sections 4.3 and
4.4 of this Lease. The parties shall execute an amendment to this Lease stating
the Base Rent for the Extended Term, provided, however, that the execution of
such amendment shall not be a condition precedent to Tenant's obligation to pay
Base Rent as set forth in Sections 4.3 and 4.4 of this Lease. If the parties do
not agree on the Base Rent for the Extended Term, it shall be determined in
accordance with Section 4.3 of this Lease.

              (d) Refurbishment Allowance: In the event Tenant elects to extend
the Term pursuant to Section 3.2, Landlord shall provide Tenant an allowance of
not to exceed One Hundred Fourteen Thousand Six Hundred Eighty and no/100
Dollars ($114,680.00 - $5.00 multiplied by Usable Square Footage of 22,936
usable square feet) to refurbish the Premises. Such allowance shall be in
addition to the Tenant Improvement Allowance and shall be a reimbursement to
Tenant within ten (10) days of Tenant's completing the refurbishments and
actually incurring expenses for such refurbishment of the Premises and
submitting invoices to Landlord indicating the work completed. Refurbishment
and/or alterations shall be in accordance with Section 7.9 of this Lease.

        3.3 CANCELLATION OF LEASE: Tenant shall have the right to cancel this
Lease which cancellation shall be effective at the end of the sixtieth (60th)
month after the Commencement Date. Tenant's right to cancel shall be exercised
by giving to Landlord


                                     Page 6

<PAGE>

written notice by no later than the forty-eighth (48th) month after the
Commencement Date and by paying Landlord concurrent with such notice the sum of
Twenty-Three Thousand Six Hundred Forty-Two Dollars ($23,642.00), which
represents the unamortized lease commission for months 61-84 of the Term.

                                   SECTION 4
                                      RENT

        4.1 DEFINITIONS: For purposes of this Lease, the following definitions
shall apply:

            (a) "Base Rent" shall mean the minimum monthly base rent set forth
in Section 1.7 subject to any adjustments contained in this Lease or written
amendments to this Lease executed by both Landlord and Tenant;

            (b) "Additional Rent" shall mean all Monthly Payments and Lease
Expense Difference which Tenant is required to pay under Section 6 below.

            (c) "Rent" shall mean Base Rent and Additional Rent and any other
sum payable by Tenant to Landlord under this Lease.

        4.2 BASE RENT: Tenant agrees to pay to Landlord the Base Rent as set
forth on the Schedule of Base Rent in Section 1.7, without deduction, setoff,
prior notice, or demand (except as specifically set forth in this Lease and
except for tenant allowances which Landlord fails to timely pay to Tenant
pursuant to this Lease), per month in advance on the first day of each month
commencing on the Commencement Date and continuing during the Term of this Lease
(except as otherwise provided in the Schedule of Base Rent as provided in
Section 1.7). All Rent shall be paid to Landlord at its address specified in
Section 1.12. Base Rent in the amount of Twenty-Five Thousand Two Hundred
Fifty-Nine and no/100ths Dollars ($25,259.00) shall be paid to Landlord
concurrent with the execution of this Lease and shall be applied to month one
(1) of the Term.

        4.3 BASE RENT FOR EXTENDED TERM: The Base Rent for the Extended Term
shall be Ninety-five Percent (95%) of the Fair Market Rental Value of the
Premises, as defined in Section 4.4.

            (a) On or before the date which is thirty (30) days after receipt of
the Option Notice, Landlord shall notify Tenant in writing of Landlord's
determination of Fair Market Rental Value (Section 4.4) ("Landlord's Notice").
Tenant may, at its election, either accept such determination of Fair Market
Rental Value or attempt to reach an alternative determination of Fair Market
Rental Value by mutual agreement with Landlord.

                                     Page 7


<PAGE>


            (b) If Landlord and Tenant are unable to agree on the Fair Market
Rental Value within thirty (30) days after Tenant's receipt of Landlord's
Notice, then the Fair Market Rental Value shall be determined in accordance with
the following procedure:


              (i) Within sixty (60) days after Tenant's receipt of Landlord's
Notice, Landlord and Tenant shall jointly appoint an arbitrator in accordance
with the commercial arbitration rules of the American Arbitration Association.
If the parties cannot agree on an arbitrator, then Landlord and Tenant shall
each appoint one arbitrator and the two arbitrators shall appoint a third
arbitrator. All three shall determine Fair Market Rental Value. Such
arbitrator(s) shall be experienced with matters involving real estate
appraisals in the area in which the Premises are located.

              (ii) Concurrent with such appointment(s) of arbitrator(s) by the
parties, Landlord and Tenant shall each submit to such arbitrator(s) their
respective determination of the Fair Market Rental Value.

              (iii) The arbitrator(s) shall select the one of the submitted
determinations that is closest to such arbitrator's own appraisal of the Fair
Market Rental Value. Such arbitrator(s) shall have no discretion to make any
determination other than the selection of either Landlord's or Tenant's
determination of Fair Market Rental Value.

            (c) The cost of such arbitrator(s) shall be shared equally by
Landlord and Tenant.

            (d) Landlord and Tenant shall each proceed expeditiously with the
arbitration in order to permit the arbitrator's decision to be issued by the
Expiration Date.

            (e) If the arbitrator's decision has not been received by the Tenant
and the Landlord by the Expiration Date, Tenant shall pay Base Rent in an amount
of Tenant's determination of Fair Market Rental Value as submitted to the
arbitrator(s). Any additional Base Rent as determinated by arbitration shall be
due with interest at ten percent (10%) from the time the Base Rent was due and
payable.

        4.4 FAIR MARKET RENTAL VALUE: "Fair Market Rental Value" shall mean the
effective value on a monthly basis of comparable office space in the Sorrento
Mesa area of San Diego (which is described as bounded on the west by Interstate
805, on the north by Sorrento Valley Boulevard, on the east by Camino Ruiz, and
on the south by Miramar Road) being paid by willing, comparable non-renewal
tenants six (6) months prior to the commencement of the Extended Term. For
purposes of determination of Fair Market Rental Value, other comparable space in
the Project shall be considered the most comparable space to the Premises and
the arbitrator(s) shall consider the Refurbishment Allowance as set forth in
Section 3.2(d).


                                     Page 8



<PAGE>

        4.5 SECURITY DEPOSIT: Upon the execution of this Lease, Tenant shall
deposit with Landlord a check in the amount of Twenty-Five Thousand Two Hundred
Fifty-Nine and no/100ths Dollars ($25,259.00) as a Security Deposit to secure
the performance by Tenant of its obligations under this Lease, including without
limitation Tenant's obligations to (a) pay Rent, (b) repair damages to the
Premises caused by Tenant, Tenant's agent(s), employee(s), officer(s) and/or
independent contractor(s) of or retained by Tenant ("Tenant's Representatives"),
and/or Tenant's guests, visitors, customers, invitees and/or licensees
("Tenant's Invitees"), (c) clean the Premises upon termination of this Lease if
the Premises are not left in a clean condition by Tenant, and (d) remedy future
defaults by Tenant in any obligation under this Lease to restore, replace or
return personal property installed or located in or on the Premises, including
without limitation trade fixtures, furnishings, equipment and inventory, signs
("Personal Property") or appurtenances. If Tenant defaults under this Lease,
including without limitation a default described in the preceding sentence,
Landlord may use the Security Deposit to cure such defaults and to compensate
Landlord for all or a portion of Landlord's damage resulting from such defaults.
Within seven (7) days of written demand by Landlord, Tenant shall promptly pay
to Landlord a sum equal to the amount so used by Landlord so as to replenish the
Security Deposit. Within thirty (30) days after the Expiration Date, Option
Expiration Date or earlier termination of this Lease, Landlord shall deliver to
Tenant, at Tenant's address, any portion of such Security Deposit not used by
Landlord, together with a detailed statement explaining how any portion of the
Security Deposit was used. Landlord may commingle such Security Deposit with
Landlord's other funds and Landlord shall not pay to Tenant interest on such
Security Deposit. In the event of a bankruptcy or other insolvency or a debtor-
creditor proceeding against or by Tenant, the Security Deposit shall be deemed
applied first to the payment of Rent and other amounts due Landlord for all
periods prior to the date of filing or instigating such proceedings. To the
extent any debts, liabilities and obligations of Tenant under this Lease have
not been satisfied, Tenant shall remain fully liable to Landlord for their
payment and/or performance.

        4.6 RENT CREDIT FOR UNUSED TENANT IMPROVEMENT ALLOWANCE: All Tenant
Improvement Allowance not used to pay for Work shall be credited toward Rent in
month four (4) of the Term of this Lease not to exceed One Dollar ($1.00)
multiplied by the Usable Square Footage.



                                    SECTION 5
                               TENANT IMPROVEMENTS

        5.1 DEFINITIONS: For purposes of this Lease, the following definitions
shall apply:

            (a) "Work" shall mean the Tenant improvements as set forth in the
approved Construction Documents and approved Change Orders as more specifically
defined in the Work Letter.


                                     Page 9


<PAGE>

            (b) "Substantial Completion" shall mean that the Premises have been
approved for occupancy by the City of San Diego Building Department, the
Premises have been delivered to Tenant for occupancy and completion of
construction of the Work (defined below) in accordance with the approved
Construction Documents and Change Orders has occurred with the exception of
minor details of construction, installation, decoration, or mechanical
adjustments commonly found on a punchlist, none of which materially interferes
with Tenant's use or occupancy of the Premises. Substantial Completion of the
Work shall be deemed to have occurred notwithstanding the requirement to
complete the punchlist items or similar corrective work as set forth in Section
5.4.

            (c) "Work Letter" shall mean Exhibit "C" attached to the Lease.

        5.2 PREPARATION OF PREMISES: Landlord shall arrange for the timely
construction of the Work in accordance with the requirements set forth in the
Work Letter and this Lease.

        5.3 LANDLORD'S CONTRACTOR: Landlord shall enter into construction
contracts in accordance with the Work Letter.

        5.4 ACCEPTANCE OF PREMISES: Within five (5) days after Substantial
Completion, Landlord, Tenant, Tenant's architect and such other of Tenant's
Representatives as Tenant deems appropriate shall conduct a walk-through of the
Premises. Tenant and Landlord shall at the conclusion of the walk-through
jointly prepare a list of any items not completed in accordance with the Lease,
Work Letter, construction documents, construction contracts, Building/Tenant
Improvement Standards for Pacific Corporate Park as set forth in Exhibit "D"
("Building Standards") and/or other applicable codes, laws, regulations or
standards ("Corrections List"). Landlord shall reasonably and promptly complete
all items on the Corrections List. Except for latent defects in the Building not
reasonably discoverable during construction, Tenant shall be deemed to have
accepted the Premises in its then "AS IS" condition upon Substantial Completion.
If Landlord fails to reasonably complete all items on the Corrections List prior
to ninety (90) days after it is prepared, Tenant may complete any items and
deduct the reasonable cost from the Rent next due. Any items completed by Tenant
shall be in accordance with Section 7.9 except as specifically otherwise
provided in this Section.



                                    SECTION 6
                               OPERATING EXPENSES

        6.1 DEFINITIONS: For purposes of this Lease, the following definitions
shall apply:


                                     Page 10

<PAGE>

            (a) "Base Year" shall mean the twelve (12) month period from June 1,
1994 to May 31, 1995.

            (b) "Building Operating Expenses" shall mean all costs and expenses
paid or incurred by Landlord or on Landlord's behalf with respect to the
maintenance and operation of the Building which belong within the following
categories:

              (i) that portion of Real Property Taxes (as defined below)
allocable to the Building provided that Real Property Taxes attributable to the
Base Year shall be increased, if required, to reflect the full value of the
tenant improvements of the Premises provided for hereunder;


              (ii) painting, interior landscape maintenance, window cleaning,
janitorial and other cleaning services for the Building, pest control and
security services provided in connection with the Building;


              (iii) premiums, costs, expenses, deductibles paid or similar costs
or charges with respect to insurance Landlord maintains, including without
limitation any insurance arranged by Landlord under Section 8.2 below, public
liability and property damage insurance, fire and extended coverage insurance,
plate glass insurance, rental income insurance, fidelity insurance, and/or any
other insurance Landlord may maintain under this Lease provided that the
decision to carry such insurance and the premiums for such are commercially
reasonable; and if such insurance is not in effect during the Base Year, then
the Operating Expenses for the Base Year shall be increased by the insurance
premium that would have been paid had the insurance been obtained by Landlord;

              (iv) supplies, including without limitation cleaning supplies and
other depletable materials, and sales and other taxes on such items;

              (v) the cost of the rental of equipment including without
limitation all applicable sales taxes;

              (vi) the cost of operating and maintaining (but not the cost of
purchasing) the Building security or other system used in connection with life
or property protection, (including without limitation all machinery, electronic
systems, and other equipment comprising any part of such systems);

              (vii) direct charges for services of independent contractors who
provide services in connection with the maintenance and operation of the
Building, to the extent such charges are not in excess of commercially
competitive rates;

              (viii) the cost of operation, maintenance, repair, replacement
and/or repainting of (i) cables, fans, pumps, boilers, cooling equipment,
wiring, electrical fixtures, metering, control and distribution equipment, (ii)
the unexposed electrical,


                                     Page 11


<PAGE>


plumbing, sewage systems and mechanical systems, elevators and elevator shafts
which are not part of the Work; (iii) structural parts of the Building, which
are limited to foundations, bearing and exterior walls (excluding glass doors
which are part of Tenant's Premises), subflooring, and roof including roof
membrane; (iv) windows and window frames, gutters and downspouts on the
Building; (v) the Tri-Water System (defined in Section 7.13 below) and any
auxiliary system to the Tri-Water System, if any, for the Building; (vi) that
portion of the Building not included as part of the Premises and the Common
Area; and (vii) any life and/or property protections including without
limitation sprinkler systems, lighting and window washing equipment, signs
(other than signs to be maintained by a tenant) and/or any other portions of the
Building;


              (ix) charges for removal of trash from the Building, including the
cost of janitorial services provided to tenants of the Building (including
without limitation Tenant;

              (x) whether or not capitalized under generally accepted accounting
principles, costs for alterations and improvements to the Building made by
reason of the laws and requirements enacted after the Commencement Date by any
public authorities or the reasonable requirements of insurance bodies after the
Commencement Date or Landlord's insurer after the Commencement Date, which costs
shall be amortized over the reasonable useful life of such alterations and
improvements, which in no event shall be less than five (5) years;

              (xi) management fee for the Building;

              (xii) whether or not capitalized under generally accepted
accounting principles, costs of capital improvements, equipment, or machinery
installed after the Commencement Date for the purpose of reducing energy
consumption or reducing other Building Operating Expenses, which costs shall be
amortized over the reasonable useful life of such capital improvements,
equipment or machinery, which in no event shall be less than five (5) years,
provided that the amount of such costs included in Building Operating Expenses
for any year shall never exceed the savings in Building Operating Expenses for
such year resulting from the capital improvements, equipment or machinery;

              (xiii) the cost of all charges for water and sewer (together with
any taxes on such utilities) used at the Building;

              (xiv) reasonable accounting fees for the audit and verification of
the financial matters relating to the Building;

              (xv) reasonable labor expenses, including salaries, wages and
benefits, for on-site personnel retained by Landlord to manage the Building;

                                     Page 12


<PAGE>

              (xvi) Pacific Corporate Center, Unit 1 Owners' Association fee
with respect to the Building; and

              (xvii) all other charges properly allocable to the management,
repair, operation, and/or maintenance of the Building in accordance with
generally accepted accounting practices.

Notwithstanding anything to the contrary in this definition of Building
Operating Expenses, Building Operating Expenses shall not include, and Tenant
shall not be responsible for payment of any share or portion of, the following:


              (A) Interest, principal, points and fees on debt secured by the
Building or the Project;

              (B) Any ground lease rentals;

              (C) Costs of purchasing or renting capital improvements and
equipment, except as specifically permitted above;

              (D) Costs incurred by Landlord for the repair of damage to the
Building, to the extent that Landlord is reimbursed by insurance proceeds;

              (E) Costs incurred with respect to the installation or
rehabilitation of tenant improvements made at any time for other tenants or
other occupants of the Buildings or the Project or otherwise improving,
decorating, painting or redecorating vacant space for tenants or other occupants
of the Buildings or the Project;

              (F) Costs and expenses (including attorney's fees, leasing
commissions, brochures and space planning costs) incurred in connection with
negotiations or disputes with present or prospective tenants or other occupants
of the Building or the Project;

              (G) Landlord's general corporate overhead and general and
administrative expenses;


              (H) Advertising and promotional expenditures;

              (I) Tax penalties;

              (J) Costs and expenses incurred by Landlord by reason of a
violation by Landlord of this Lease or a violation of another tenant of the
terms and conditions of another lease regarding other space in the Building or
the Project;

              (K) Services provided, taxes attributable to and costs incurred in
connection with the operation of any retail or restaurant operations in the
Project;


                                    Page 13


<PAGE>
            (L) Costs arising from the presence in or about the Project
(including ground water or soil) of Hazardous Materials subject to the
provisions set forth in Section 7.4 below;

            (M) Costs arising from Landlord's charitable or political
contributions;

            (N) Management, overhead and profit increments paid to Landlord or
Landlord's affiliates for services in the Building or the Project to the extent
they exceed the reasonable costs of such services if rendered by unaffiliated
third parties on a competitive basis;

            (O) Depreciation and amortization;

            (P) Expenses in connection with services or other benefits which are
not offered to Tenant but which are provided to another tenant or occupant of
the Building;

            (O) All items and services for which Tenant or any tenant or
occupant of the Building reimburses Tenant (other than through Tenant's
proportionate share of Building Operating Expenses) or which Tenant provides
selectively to one or more tenants or occupants (other than Tenant) without
reimbursement;

            (R) Costs incurred in connection with upgrading the Building to
comply with handicap, hazardous material, fire and safety codes which were in
effect prior to the date of the Lease, subject to Section 7.3;

            (S) All assessments and premiums which can be paid by Tenant in
installments without any additional cost shall be paid by Tenant in the maximum
number of installments permitted by law and not included as Building Operating
Expenses except in the year in which the assessment installment is actually
paid;

            (T) Costs to repair defects in, or maintain the structural portions
of, the Building or of any of the Work installed by Landlord in the Premises;

            (U) Capital costs for sculpture, paintings or other objects of art;

            (V) Costs (including all related attorneys' fees and costs of
settlement judgments) arising from claims, disputes or potential disputes
between Landlord and other tenants of the Building;

            (W) Measurable costs of overtime, excluding emergencies, incurred by
Landlord in curing its defaults or performing work expressly provided in the
Lease to be performed by Landlord;

            (X) Any legal fees associated with the sale or refinancing of the
Building;


                                    Page 14
<PAGE>
and

            (Y) Costs for any separate utility meters Landlord may install for
other tenants of the Building, unless the installation is required by a utility
company or governmental entity.

            (c) "Common Area" (as shown on Exhibit "B") shall mean all areas and
facilities within the Project designated from time to time by Landlord for the
general use and convenience of Tenant and other users of the Project. Common
Area includes, without limitation, walkways, parking lots (as designated by
landlord for non-exclusive tenant parking), landscape areas, sidewalks, and all
other areas of the Project intended for use by Tenant in common with the Project
tenants, their authorized representatives and invitees. Tenant has the
non-exclusive right to use the Common Area along with others so entitled,
subject to rules and regulations promulgated from time to time by Landlord.

            (d) "Common Area Operating Expenses" shall mean all costs and
expenses paid or incurred by Landlord or on Landlord's behalf with respect to
the maintenance and operation of the Common Area and which include but are not
limited to the categories listed in the definition of Building Operating
Expenses, but in no event shall Common Area Operating Expenses include (i) any
Building Operating Expenses or (ii) any expense attributable to the maintenance
and/or operation of any interior portion of any building except Building.

            (e) "Lease Expenses" shall mean the sum of (i) Tenant's
proportionate share of Building Operating Expenses which is fifty-two and
3/10ths percent (52.3%) (defined as Rentable Square Footage of 25,259 divided by
48,327 rentable square feet of the Building), and (ii) Tenant's proportionate
share of Common Area Operating Expenses which is twenty-six percent (26%)
(defined as Rentable Square Footage of 25,259 rentable square feet divided by
Project Rentable Area of 97,311 rentable square feet).

            (f) "Lease Year" shall mean each twelve (12) month period during
the Term after the Base Year.

            (g) "Project Rentable Area" shall mean 97,311 rentable square feet.

            (h) "Real Property Taxes" shall mean all real property taxes and
general and special assessments levied or assessed against real property of the
Premises, including without limitation any tax, fee or excise on (i) rents, (ii)
the square footage, (iii) the act of entering into this Lease, or (iv) the
occupancy of Tenant, or any other tax, or excise, however described including
without limitation value-added tax, levied or assessed by the United States, the
State of California or any political subdivision of the State of California,
including without limitation any county, city and county, public corporation,
district, or any other political entity or public corporation of the State of


                                    Page 15
<PAGE>


California as a direct substitution in whole or in part for, or in addition to,
any real property taxes or general or special assessments. Notwithstanding
anything to the contrary in the preceding sentence, "Real Property Taxes" shall
not mean any municipal, county, state, or federal income, excise, franchise,
estate, succession, inheritance or transfer taxes of Landlord. If any Real
Property Taxes are assessed or collected on the basis of a fiscal period, a
portion of which occurs during the Term and the remainder of which occurs before
or after the Term, then the Real Property Taxes payable for such fiscal period
shall be apportioned between such periods based upon the number of days during
such fiscal period that occur during the Term and the number of days that occur
before or after the Term. Real Property Taxes shall also not include, so long as
Proposition 13 remains in effect in California, any increase in taxes
attributable to any sale or transfer of or change of ownership in the Project
(or any part thereof) which occurs during the initial five (5) years of the
Term. If Real Property Taxes are assessed in combination with the Adjacent
Building, then (for purposes of determining Building Operating Expenses and
Common Area Operating Expenses) the Real Property Taxes shall be allocated on
the basis of the ratio of the Rentable Square Footage to the Project Rentable
Area.

        6.2 ADJUSTMENTS TO COMMON AREA OPERATING EXPENSES: Common Area Operating
Expenses during the Term (including the Base Year) shall be "grossed up" ("Gross
Up") if the Project is less than ninety-five percent (95%) leased and occupied,
in accordance with reasonable and generally accepted accounting principles
consistently applied to reflect what Common Area Operating Expenses would have
been had the Project been ninety-five percent (95%) leased and occupied and
fully assessed for tax purposes as leased and occupied buildings provided that
in no event shall the Gross Up result in Landlord receiving payment or
reimbursement from Tenant for costs or expenses not actually incurred by
Landlord.

        6.3 RENT ADJUSTMENT: If Lease Expenses for any Lease Year are greater
than Lease Expenses for the Base Year (after the Gross Up of Common Area
Operating Expenses), Tenant shall pay such increase in Lease Expenses pursuant
to this Section 6.3 beginning not earlier than the first Lease Year after the
Base Year. Landlord shall deliver to Tenant, at least thirty (30) days prior to
the commencement of each subsequent Lease Year during the Term, a written
statement ("Estimated Statement") setting forth Landlord's estimate of the
amount by which the Lease Expenses for the upcoming Lease Year will be greater
or less than the Lease Expenses for the Base Year (the "Lease Expenses
Difference"). If the Lease Expenses for the upcoming Lease Year ("Next Year")
are estimated to be greater than the Lease Expenses for the Base Year, then
Tenant shall pay to Landlord, on the first day of each month of the Next Year
during the Term, an amount ("Monthly Payment") equal to one-twelfth (1/12th) of
the Lease Expenses Difference, as estimated by Landlord in the most recently
delivered Estimated Statement. Landlord may, at its election, no more than one
(1) time during any Lease Year, deliver to Tenant a revised Estimated Statement,
revising Landlord's estimate of the Lease Expenses, in accordance with
Landlord's most current estimate. No later than one hundred twenty (120) days
after the end of


                                    Page 16
<PAGE>


each Lease Year, Landlord shall deliver to Tenant a written statement ("Actual
Statement") setting forth the actual Lease Expenses Difference allocable to such
Lease Year. If the sum of Monthly Payments actually paid by Tenant during any
Lease Year exceeds the actual Lease Expenses Difference allocable to such Lease
Year, then such excess shall be refunded to Tenant within thirty (30) days after
delivery of the Actual Statement to Tenant. If Tenant has made Monthly Payments
and the sum of Monthly Payments actually paid by Tenant during any Lease Year is
less than the actual Lease Expenses Difference allocable to such Lease Year,
then Tenant shall, within thirty (30) days after receipt of the Actual
Statement, pay to Landlord the amount of such deficiency. The payment by Tenant
of any Monthly Payment or any year-end deficiency of Lease Expenses Difference
shall not be deemed a waiver of Tenant's right to contest Landlord's calculation
of Lease Expenses.

        6.4 LEASE EXPENSES DIFFERENCE CAP: Notwithstanding anything to the
contrary in this Lease, Lease Expenses Difference shall not include more than
one hundred eight percent (108%) of Controllable Operating Expenses of the
preceding Lease Year, or in the case of the first Lease Year, the Base Year.
"Controllable Operating Expenses" shall mean landscaping maintenance, parking
lot sweeping, plumbing, Tri-Water System maintenance, janitorial services and
supplies, trash removal, security and life safety, pest control, elevator
maintenance, parking and walkways, locks and keys, window washing, lighting
maintenance, roof maintenance, painting and sealing, general maintenance, paving
maintenance, windows, doors and screens, signs, common area maintenance, and
management fees.

        6.5 OPERATING EXPENSE RECORDS: Landlord shall maintain all operating
expense records for a period of five (5) years. Tenant or Tenant's
Representative shall have the right to inspect and photocopy any or all of the
operating expense records at the office of PacCor Management Company during
normal working hours upon twenty-four (24) hours written notice. Tenant shall
have the right to require an audit of Lease Expenses. Any amounts of Lease
Expenses Difference overpaid by Tenant shall be immediately refunded or shall be
credited against the Base Rent next due by Tenant. In the event Tenant's audit
determines that Lease Expense Difference for any Lease Year is overstated by Six
Thousand Two Hundred Fifty and no/100ths Dollars ($6,250.00) or more and the
Actual Statement did not reasonably disclose the facts underlying the
overstatement, then Landlord shall pay the reasonable cost of Tenant's audit.

                                    SECTION 7
                      USE AND MAINTENANCE OF THE PREMISES

        7.1 PERMITTED USE: Tenant may use the Premises for general office use
and for any other legally permitted use compatible with comparable office
buildings in the Sorrento Mesa area of San Diego, California, including software
development and testing.


                                    Page 17

<PAGE>

        7.2 INSURANCE: Tenant shall not do, bring or keep anything in or about
the Premises which is outside the scope of that which is normally contemplated
for the use specified in Section 7.1, that will cause a cancellation of any
insurance covering the Premises or the Project. If the rate of any insurance
carried by Landlord is increased as a result of Tenant's use (except as
contemplated by Section 7.1), Tenant shall pay to Landlord, within ten (10) days
after Landlord delivers to Tenant a notice of such increases, the amount of such
increase.

        7.3 COMPLIANCE WITH LAWS: Tenant shall comply with all laws concerning
the Premises and Tenant's use of the Premises. Landlord represents and warrants
that, as of the Commencement Date of this Lease, there are no violations within
the Project of the Americans With Disabilities Act 42 U.S.C. Section 1281 et.
seq. ("ADA") and any similar state and federal laws and that the Building and
Common Areas shall comply with ADA and any similar state and federal laws on the
Commencement Date. To the extent that the foregoing representation and warranty
is inaccurate or untrue, Landlord shall, at its sole expense and not as an
expense which shall be added to Building Operating Expenses or Common Area
Operating Expenses, be responsible for compliance with the ADA and any similar
state or federal law. The Work shall comply with the requirements of the ADA and
any similar state and federal laws. If the Premises do not comply with the ADA
or similar state or federal law during the Term of the Lease due to a change in
the ADA or similar state or federal law after the Commencement Date that
requires Tenant to comply with such changes as a condition to Tenant's continued
use of the Premises, then Tenant shall at its sole cost be responsible for
compliance with the ADA or any similar state and federal laws.

        7.4 HAZARDOUS WASTE OR NUISANCE: Landlord represents that to its
knowledge the Project is free of Hazardous Materials as defined below. Tenant
shall not use the Premises in any manner that will constitute waste, nuisance or
unreasonable annoyance to other tenants of the Project, or to owners or
occupants of nearby properties. Tenant shall not use the Premises for sleeping,
washing clothes, or the preparation, manufacture, or mixing of anything that
might emit any odor or objectionable noises or lights onto the Building or
nearby properties. Tenant shall neither bring into the Premises, nor permit the
bringing into the Premises of, any animal, motorcycle or other vehicle, except
for guide dogs or wheelchairs. Tenant and Landlord shall each strictly comply
with all statutes, laws, ordinances, rules, regulations, and precautions now or
hereafter mandated or advised by any federal, state or local law, regulation,
ordinance or rule or by any governmental agency with respect to the use,
generation, treatment, storage, disposal, release or threatened release of
hazardous, toxic or radioactive substance, materials or waste (collectively
"Hazardous Materials"). As used in this Section 7.4, Hazardous Materials
includes without limitation those substances identified in Section 66680 through
66685 of Title 22 of the California Administrative Code, Division 4, Chapter 30,
as amended from time to time, and those substances defined as "hazardous
substances," "hazardous materials," "hazardous wastes," "pollutants,"
"contaminants," "chemicals known to the State to cause cancer or reproductive
toxicity," "asbestos," "hydrocarbons (including


                                    Page 18

<PAGE>


without limitation oil)," "toxic bearing dust" or other similar designations in
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, 42 U.S.C. Sections 9601, et seq., the Hazardous Materials
Transportation Act, 49 U.S.C. Sections 1801, et seq., the Hazardous Substance
Account Act, Health & Safety Code Sections 25300, et seq., the Safe Drinking
Water and Toxic Enforcement Act of 1986, Health & Safety Code Sections 25249.5,
et seq., and any other federal, state or local statutes, laws, ordinances,
rules, regulations and precautions. Tenant shall not cause or allow any Tenant's
Representatives and/or Tenant's Invitees to cause any Hazardous Materials to be
used, generated, treated, stored, disposed of or released in, on or about the
Premises, except as allowed by law. Tenant shall indemnify, protect, defend by
counsel acceptable to Landlord, and hold Landlord and its successors, assigns
and mortgagees harmless from and against any and all claims, losses,
liabilities, costs and expenses, including all foreseeable and unforeseeable
consequential damages, except to the extent caused by Landlord's or Landlord's
Representative's negligence, willful misconduct, omission or breach of
obligations under this Lease, directly or indirectly arising out of the use,
generation, treatment, storage, disposal, release or threatened release of
Hazardous Materials by Tenant or any Tenant's Representatives and/or Tenant's
Invitees claiming under Tenant of Hazardous Materials at, on, beneath or from
the Project based on the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. Sections 9601, et seq., the Resource Conservation and
Recovery Act, 42 U.S.C. Sections 6901, et seq., the California Hazardous
Substance Account Act, Health & Safety Code Sections 25300, et seq., the
California Hazardous Waste Control Law, Health & Safety Code Sections 25100, et
seq., the Porter-Cologne Water Quality Control Act, Water Code Sections 13000,
et seq., or any other federal, state or local statute, law, regulation,
ordinance or rule. Landlord shall indemnify, protect, defend by counsel
acceptable to Tenant, and hold Tenant, Tenant's Representatives (as defined in
4.5) and Tenant's successors, assigns and mortgagees harmless from and against
any and all claims, losses, liabilities, costs and expenses, including all
foreseeable and unforeseeable consequential damages, except to the extent caused
by Tenant or Tenant's Representative's negligence, willful misconduct or breach
of its obligations under this Lease, directly or indirectly arising out of the
past, present or future use, generation, treatment, storage, disposal, release
or threatened release of Hazardous Materials at, on, beneath or from the Project
based on the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. Sections 9601, et seq., the Resource Conservation and Recovery
Act, 42 U.S.C. Sections 6901, et seq., the California Hazardous Substance
Account Act, Health & Safety Code Sections 25300, et seq., the California
Hazardous Waste Control Law, Health & Safety Code Sections 25100, et seq., the
Porter-Cologne Water Quality Control Act, Water Code Sections 13000, et seq., or
any other federal, state or local statute, law, regulation, ordinance or rule.
Neither the written consent by Landlord to the use, generation, storage or
disposal of Hazardous Materials nor the strict compliance by Tenant with all
statutes, laws, ordinances, rules, regulations and precautions pertaining to
Hazardous Materials shall excuse Tenant from Tenant's obligations pursuant to
this Section 7.4. Likewise, neither the written consent by Tenant to the use,
generation, storage or disposal of Hazardous


                                    Page 19

<PAGE>

Materials nor the strict compliance by Landlord with all statutes, laws,
ordinances, rules, regulations and precautions pertaining to Hazardous Materials
shall excuse Landlord from Landlord's obligations pursuant to this Section 7.4.
Tenant's obligations pursuant to this Section 7.4 shall survive the termination
of this Lease. Tenant shall notify Landlord, as required by California Health &
Safety Code Section 25359.7, if Tenant knows or has reasonable cause to believe
that any Hazardous Material has come to be located on or beneath the Building.
On or before January 1, 1995, and each January 1 thereafter during the Term,
Tenant shall provide Landlord with a written list of all Hazardous Materials
used, generated, treated, stored, disposed of and released in, on or about the
Premises by Tenant during the prior calendar year and those Hazardous Materials
Tenant proposes to use, generate, treat, store, dispose of and release during
the next calendar year, except for substances which are customarily used or
found in typical offices, including without limitation copier and printer toner,
cleaning supplies, correction fluid and ink.

        7.5 DAMAGE AND OVERLOADING: Tenant shall be responsible for any damage
to the Premises or the Project caused by Tenant's Invitees and/or Tenant's
Representatives. No machinery, apparatus, or other appliance shall be used or
operated in or on the Premises that will in any manner injure the Premises or
Project. If Tenant, Tenant's Representatives or Tenant's Invitees cause damage
to the Premises or the Project, then Landlord shall have the right but not the
obligation to repair such damage and Tenant shall promptly reimburse Landlord
for Landlord's actual costs of such repair (to the extent that such costs exceed
available insurance proceeds) as Rent.

        7.6 ACCESS BY LANDLORD:

            (a) Landlord and/or Landlord's agent(s), employee(s), officer(s) or
independent contractor(s) of or retained by Landlord ("Landlord's
Representatives") shall have the right to enter the Premises at all reasonable
times upon twenty-four (24) hour prior written notice to Tenant (i) to determine
whether the Premises are in Good Condition (defined in Section 7.15) or whether
Tenant is complying with its obligations under this Lease, (ii) to do any
necessary maintenance or make any restoration to the Premises that the Landlord
has the right or obligation to perform under this Lease, (iii) to serve, post,
or keep posted any notices required or allowed under this Lease, (iv) to show
the Premises to brokers, agents, buyers, tenants or other persons interested in
a listing of, financing, sale or exchange of, or occupancy of the Premises or
the Project, and (v) to shore the foundations, footings, and walls of the
Premises and other improvements on the Real Property and to erect scaffolding
and protective barricades around and about the Premises or the Project, but not
so as to prevent entry to or use of the Premises and to do any other act or
thing necessary for the safety or preservation of the Premises or the Project if
any excavation or other construction is undertaken or is about to be undertaken
on any adjacent property or nearby street. Landlord shall have the right at any
and all times to enter the Premises for emergency purposes.


                                    Page 20

<PAGE>

            (b) Landlord shall not be liable for any inconvenience, disturbance,
loss of business, nuisance, or other damage arising out of Landlord's entry on
the Premises as provided in this Section 7.6, except damage resulting directly
from the negligent act, omission or willful misconduct of Landlord or Landlord's
Representatives. No provision of this Lease shall be construed as obligating
Landlord to perform any repairs, alterations or decorations except as otherwise
provided in this Lease or as expressly agreed in writing to be performed by
Landlord. Landlord shall have the right to run utility or other services and
facilities through the Premises as may be reasonably required, whether to
service the Premises or other premises, provided that the use of such space does
not have a materially adverse effect on or unreasonably interfere with Tenant's
use and enjoyment of the Premises. If during the last month of the Term, Tenant
shall have removed substantially all of its Personal Property and personnel from
the Premises, Landlord may enter the Premises and repair, alter and redecorate
the same without abatement of Base Rent or liability to Tenant and such acts
shall have no effect on this Lease. Any entry to the Premises obtained by
Landlord pursuant to this Section 7.6 shall not under any circumstances be
construed or deemed to be a forcible or unlawful entry into or detainer of the
Premises, or an eviction of Tenant from the Premises or any portion thereof.
Tenant shall not be entitled to an abatement or reduction of Base Rent because
of the exercise by Landlord of any rights under this Section 7.6. Landlord shall
conduct its activities on the Premises as allowed in this Section 7.6 in a
manner that will cause as little inconvenience, annoyance, or disturbance to
Tenant as reasonably feasible.

        7.7 SIGN: Tenant shall have the right to place, construct and maintain
one sign, not to exceed twenty-five (25) square feet in size and located as
mutually agreed to by Landlord and Tenant, at the top of the Building
("Sign"). The design, construction and maintenance of the Sign shall be
solely at Tenant's expense. Landlord makes no representation with respect to
Tenant's ability to obtain such approvals under applicable laws and regulations
or pursuant to that certain Declaration of Covenants, Conditions and
Restrictions for Unit No. 1 of Pacific Corporate Center, dated May 14, 1985 and
recorded as Instrument #85-169398 ("CC&R's", Exhibit "J"). In any event, the
Sign shall comply with all laws, regulations, CC&R's, and PID (Exhibit "K").
Tenant shall obtain any approvals required by laws, regulations and CC&R's. All
costs to remove the Sign upon the Expiration Date, Option Expiration Date or
earlier termination of the Lease shall be the liability of Tenant.

        7.8 PARKING: Subject to the terms of this Section 7.8 and so long as
Tenant is not in default under this Lease, Landlord grants to Tenant the right
to the non-exclusive use in common with other Project tenants of the parking lot
adjacent to and serving the Building of ninety (90) parking spaces, five (5) of
which will be reserved solely for Tenant, except for reserved parking granted to
any other tenants in the Project. Tenant's use of the parking lot shall be
subject to such reasonable rules which do not favor other Project tenants to the
detriment of Tenant, as Landlord may, in its sole discretion, adopt from time to
time with respect to use of the parking lot. Landlord shall cooperate with
Tenant, and shall take all reasonable steps necessary, to ensure that


                                    Page 21

<PAGE>

Tenant and Tenant's Representatives and Tenant's Invitees shall have access to
all parking spaces to which Tenant is entitled. Tenant shall not be charged for
the use of the parking lot unless the City of San Diego or other governmental
entity after the execution of this Lease assesses a tax, fee and/or excise on
the parking of motor vehicles in the parking lot, and then Tenant shall pay to
Landlord that portion of the tax, fee and/or excise based on Tenant's right to
non-exclusive parking of the entitled parking spaces.

        7.9 ALTERATIONS:

            (a) Tenant shall not make any alterations, improvements, repairs,
additions, installations, or changes of any nature in or to the Premises
(individually and collectively, "Alterations") without Landlord's prior written
consent, which consent shall not be unreasonably withheld or delayed more than
ten (10) days after Landlord's receipt of Tenant's request for Landlord's
consent. If written consent is obtained from Landlord, any construction
undertaken by Tenant in or to the Premises shall comply with all the terms and
provisions of Sections 7.9(b) and 7.9(c). Unless otherwise agreed to in writing
by Landlord and Tenant before such Alterations are made, all Alterations made by
Tenant shall become the property of Landlord and a part of the realty and shall
be surrendered to Landlord upon the Expiration Date, Option Expiration Date or
sooner termination of the Lease, or, at Landlord's election shall be removed
before the last day of the Term after receiving ninety (90) days prior written
notice from Landlord to Tenant or thirty (30) days after notice of Landlord's
election is given to Tenant in the event of earlier termination of the Lease.
All damage caused by such removal shall be repaired with all due diligence by
Tenant at its sole cost and expense.

            (b) Tenant must utilize only bondable licensed contractors for any
Alterations proposed to be made in or to the Premises. Tenant shall promptly
provide Landlord with copies of bid solicitations and bids received for all such
work.

            (c) Alterations whether installed by Tenant or Tenant's
Representatives at any time prior to or during the Term shall be completed only
in compliance with the following:

                (i) Except as to Alterations which are reasonably expected to
cost less than Ten Thousand Dollars ($10,000.00), no work shall commence without
(A) Landlord's prior written approval or written waiver of right to approve
Tenant's contractor, (B) certificates of insurance acceptable to Landlord from a
company or companies approved by Landlord, furnished to Landlord by Tenant's
contractor, for general liability and automobile liability with limits of not
less than $500,000.00 combined single limit, builder's risk insurance for the
value at risk, workers' compensation as required, endorsed to include Landlord
as an additional insured, (C) Landlord's prior written approval of detailed
plans and specifications for such work which approval may not be unreasonably
withheld or delayed more than ten (10) days after Landlord's receipt of Tenant's
request for approval, and (D) with respect to any


                                    Page 22

<PAGE>

after Landlord's receipt of Tenant's request for approval, and (D) with respect
to any work estimated to cost more the $30,000.00, procurement by Tenant or its
contractor, if required by Landlord, of both a performance and labor and
materials payment bond (or a single bond including such coverage) guaranteeing
lien-free completion of the work of improvements.

                (ii) Notwithstanding Section 7.9(c)(i), all work on any
Alterations shall be performed in conformity with a valid permit and all other
applicable permits or licenses when and where required by cognizant government
authority or agency, copies of which shall be furnished to Landlord before the
work is commenced, and any work not acceptable to any governmental authority or
agency having or exercising jurisdiction over such work, or not reasonably
satisfactory to Landlord, shall be promptly corrected at Tenant's sole cost and
expense. Notwithstanding any failure by Landlord to object to any such work,
Landlord shall have no responsibility thereof either to Tenant or to third
parties.

                (iii) Notwithstanding Section 7.9(c)(i), all work or any
Alterations shall be performed at such time and in such manner as Landlord may
reasonably schedule or designate. Tenant shall pay to Landlord, subject to
Tenant's prior written approval, any extraordinary costs incurred for monitoring
any substantial changes to the Premises.

                (iv) Tenant shall reimburse Landlord subject to Tenant's prior
written approval, for any extraordinary expense actually incurred by Landlord by
reason of faulty work performed by Tenant or its contractors, or by reason of
delays caused by such work, or by reason of inadequate cleanup.

                (v) Tenant or its contractors will in no event be allowed to
install plumbing, mechanical equipment, electrical wiring or fixtures,
acoustical or integrated ceilings, or partitions, unless such installation is
consistent with plans and specifications previously approved in writing by
Landlord.

                (vi) All data processing, photocopying, copying and other
special electrical equipment shall have a separate duplex outlet and to the
extent such equipment requires electrical power in excess of that allotted to
the Premises, such equipment shall be installed only under the supervision of
Landlord or its electrical contractor. Tenant assumes the risk of all damage,
costs, and expense which is incurred by Landlord or other Premises tenants as
the result of Tenant's installation of electrical equipment in the Premises
without the supervision of Landlord or its electrical contractor. Tenant shall
pay any additional costs on account of any increased support to the floor load
necessary thereof or for any other equipment.

                (vii) Tenant or its contractors shall, before the commencement
of any Alterations by Tenant in, on or around the Premises, give sufficient
notice thereof to Landlord for Landlord's preparation, posting and recordation
of any appropriate notices



                                    Page 23

<PAGE>

successor or similar provision of law. Within ten (10) days after substantial
completion of any Alterations or repairs, Tenant or its contractor shall file
for record in the Office of the County Recorder in and for the county in which
the Premises is located, a notice of completion as permitted by law.

                (viii) All Alterations shall conform to the then applicable
Building Standards. The Building Standards may be reasonably amended during the
Term of the Lease.

        7.10 MECHANICS' LIEN: Tenant shall pay all costs for Alterations and
other construction done or caused to be done by it on the Premises. Tenant shall
keep the Premises free and clear of all mechanics' liens resulting from such
Alterations or other construction. Tenant shall have the right to contest the
correctness or validity of any such lien if, immediately on demand by Landlord,
Tenant procures and records a lien release bond, issued by a corporation
satisfactory to Landlord and authorized to issue surety bonds in California, in
an amount equal to one hundred fifty percent (150%) of the amount of the claim
of lien. The bond shall meet the requirements of California Civil Code Section
3143, shall indemnify Landlord against liability for such claim of lien and
shall hold the Project free from the effect of such claim of lien. In addition,
Landlord may require Tenant to pay Landlord's reasonable and necessary
attorneys' fees and costs in participating in such an action.

        7.11 INDEMNITY AND EXEMPTION OF LANDLORD FROM LIABILITY:

             (a) Except to the extent caused by the negligence or willful
misconduct of Landlord or Landlord's Representatives, Tenant shall indemnify,
protect and defend Landlord against all claims arising from (i) the use of the
Premises by Tenant, Tenant's Representatives and/or Tenant's Invitees, (ii) the
conduct of Tenant's business, (iii) any activity, work or things done, permitted
or suffered by Tenant or any of Tenant's Representatives in or about the
Premises or elsewhere, (iv) any breach or default in the performance of any
obligation to be performed by Tenant under this Lease, or (v) any negligence of
Tenant, Tenant's Representatives and/or Tenant's Invitees, and against all
reasonable costs, attorneys' fees, expenses and liabilities incurred in the
defense of any such claim and any action or proceeding brought on such claim.
Notwithstanding any other provision of this Lease, Tenant shall not indemnify,
protect or defend Landlord with respect to any past, present or future act or
omission relating to the use, generation, storage, discharge or disposal of
Hazardous Materials on or about the Project caused by any person other than
Tenant, Tenant's Representatives or Tenant's Invitees. If any action or
proceeding is brought against Landlord by reason of any such claim, Tenant upon
written notice from Landlord shall defend such action or proceeding at Tenant's
sole cost by counsel reasonably satisfactory to Landlord. Tenant assumes all
risk of damage to property and injury to persons in, upon or about the Premises
arising from any cause, and Tenant waives all claims against Landlord in respect
of such damage or injury, except to the extent caused by Landlord's or
Landlord's Representative's sole and exclusive gross negligent acts or willful
misconduct.


                                    Page 24

<PAGE>

Representative's sole and exclusive gross negligent acts or willful misconduct.
Tenant's obligations pursuant to this Section 7.11 shall survive the termination
of this Lease.

             (b) Landlord shall not be liable for injury to Tenant's business or
any loss of income from such business or for damage or injury to the goods,
wares, merchandise, or other property or the person of Tenant, Tenant's
Representatives or Tenant's Invitees or any other persons in, upon or about the
Premises, whether such damage, loss or injury is caused by or results from
criminal acts, fire, steam, electricity, gas, water or rain, or from the
breakage, leakage, obstruction or other defects of pipes, sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures; or from any other
cause, whether such damage, loss or injury results from conditions arising upon
the Premises or from other sources or places and regardless of whether the cause
of such damage, loss or injury or the means of repairing such damages, loss or
injury is inaccessible to Tenant.

        7.12 PREMISES CHANGES: This Lease shall not be affected or impaired by
any physical change to any part of the Project or any sidewalks, streets or
improvements nearby the Project, provided that access to the Premises, parking
for the Premises and Tenant's use of the Premises are not adversely materially
affected by such change and provided that such changes do not significantly and
adversely affect the safety of the Project. This Lease shall not be affected or
impaired by any change in the use of the Project, provided the Project is for
general office use and for any other legally permitted use compatible with
comparable office buildings in the Sorrento Mesa area of San Diego, California.

        7.13 SERVICES AND UTILITIES:

             (a) Heating, Ventilation, Air Conditioning System:

                 (i) Landlord has installed that portion of the water source
heat pump system set forth in the first and second paragraphs of Weather
Engineering letter to Roel Construction Company dated April 6, 1993 attached as
Exhibit "F" ("Tri-Water System").

                 (ii) Landlord shall install as a component of the Work and as
part of the Tenant Improvement Allowance all portions of the Tri-Water System
within the Building which is set forth generally as items 1 through 9 in Exhibit
"F".

                 (iii) Tenant shall pay Landlord the sum of Twenty-Five Dollars
($25.00) for each off-peak hour the Tri-Water System is in operation. Off-peak
hours shall mean before 7 a.m. and after 7 p.m. Monday through Friday, before 9
a.m. and after 1 p.m. Saturday, all day Sunday and all day the following public
holidays: New Year's Day, the observed Monday or Friday holiday if New Year's
Day falls on a Sunday, Memorial Day (observed), Independence Day (observed),
Labor Day,



                                    Page 25

<PAGE>

observed Monday or Friday holiday if Christmas Day falls on a Sunday, and New
Year's Eve.

                 (iv) Upon Tenant's written request to Landlord, Landlord shall
install as a component of the Work and as part of the Tenant Improvement
Allowance a monitoring device to measure off-peak hours use of the Tri-Water
System or a bypass system to allow Tenant to operate the Tri-Water System during
off-peak hours to a portion of the Premises.

             (b) Landlord's Responsibility: Landlord shall provide to the
Building telephone service and electrical service to the utilities equipment
room in the Building. Landlord shall install water line(s) to the Building at
Landlord's expense. Landlord shall furnish elevator service consisting of
non-attended automatic elevators, lighting replacement for exterior standard
lights, daily janitor services, and such other services and pursuant to the
specifications set forth on attached Exhibit "F". If Tenant uses heat generating
machines or equipment in the Premises which affect the temperature otherwise
maintained by the Tri-Water System for the Premises, Landlord reserves the right
to install supplementary air conditioning units in the Premises and the cost
thereof, including the cost of installation, operation and maintenance thereof,
shall be paid by Tenant to Landlord upon written demand by Landlord.

             (c) Interruption of Services: In the event of any interruption of
service required to be provided by Landlord hereunder, where such interruption
is caused by the negligence or willful misconduct of Landlord, Tenant shall be
entitled to abatement of Base Rent and Lease Expenses Difference in proportion
to the reasonable denial of use caused by the interruption, beginning on the
later of the third day after Tenant provides Landlord with notice of the
interruption or the actual date when Tenant stops using all or any affected
portion of the Premises because of the interruption, and continuing until the
restoration of the interrupted service. Notwithstanding the foregoing, Tenant
acknowledges that services to be supplied by Landlord hereunder may be
temporarily interrupted because of accidents, repairs, alterations, improvements
or other reasons beyond the reasonable control of Landlord. Except as set forth
in the next sentence of this Section 7.13(c) no such interruption shall (i) be
considered an eviction or disturbance of Tenant's use and possession of the
Premises; (ii) make Landlord liable to Tenant for damages; (iii) abate Basic
Rent or Lease Expenses Difference or (iv) relieve Tenant from performing its
obligations hereunder. Notwithstanding the preceding sentence, if any essential
services (such as Tri-Water System, passenger elevators, electricity or water)
supplied by Landlord are interrupted and the interruption does not result from
the negligence or willful misconduct of Landlord or Landlord's Representatives,
Tenant shall only be entitled to an abatement of Base Rent and Lease Expenses
Difference beginning on the fourth consecutive business day of the interruption
and continuing until the interrupted services are restored.


                                    Page 26

<PAGE>
               (d) Tenant's Responsibility: Separate utility meters for
electrical, gas and water service to the Premises and any monitoring devices
required to measure off-hours use of the Tri-Water System shall be installed as
part of the Work. Tenant shall be responsible for the payment for all
electrical, gas and water service to the Premises and the Tri-Water System
within the Premises during the Term.

               (e) Excessive Consumption: Tenant shall not connect any apparatus
with electric current except through existing electrical outlets in the premises
at the Commencement Date, without Landlord's prior written consent which shall
not be unreasonably withheld. Tenant shall not consume water in excess of that
usually and reasonably furnished or supplied for the use of other tenants in the
Project using their premises as general office space, including limited
lunchroom facilities (as reasonably determined by Landlord), without first
procuring the written consent of Landlord, which will not be unreasonably
withheld provided that Tenant shall be responsible to pay for such excess use,
and in the event of consent, Landlord may cause to be installed a water meter
for the Premises to measure the amount of water consumed. The cost of any such
meter and of its installation, maintenance and repair shall be paid for by the
Tenant and Tenant agrees to pay Landlord promptly upon demand for all such water
consumed as shown by said meter, at the rates charged for such services by the
local public utility company plus any additional reasonable and necessary
expense incurred by Landlord in keeping account of the water so consumed. If a
separate meter is not installed, the excess cost for such water shall be
established by an estimate made by a utility company hired by Landlord at
Tenant's expense,

        7.14 RULES: Tenant and Tenant's Representatives shall observe faithfully
and comply strictly with the rules and regulations that are set forth in
attached Exhibit "E" and such other rules as Landlord may from time to time
reasonably adopt and disclose to Tenant for the Real Property and the Project
("Rules").

        7.15 MAINTENANCE OBLIGATIONS:

               (a) Tenant at its sole cost shall maintain (except to the extent
janitorial services are supplied by Landlord as set forth in the janitorial
specifications in Exhibit "I"), and repair, all in neat, clean and good
condition, with allowances for reasonable wear and tear ("Good Condition"), all
portions of the Premises, except those portions of the Premises to be maintained
by Landlord as expressly described in Section 7.15(b). Tenant shall be liable
for any damage to the Project resulting from the acts or omissions of Tenant or
Tenant's Representatives. If Tenant fails to maintain the Premises as provided
above, then after applicable periods of notice and periods to cure as set forth
in Section 12.1(b), Landlord shall have the right but not the obligation to
maintain the Premises and Tenant shall promptly reimburse Landlord for
Landlord's actual cost of such maintenance.

               (b) Landlord shall maintain, repair, replace and repaint (i) the
structural parts of the Building, which are limited to foundations, bearing and
exterior walls


                                    Page 27
<PAGE>
(excluding glass doors which are part of Tenant's Premises), subflooring, and
roof and roof membrane; (ii) the unexposed electrical, plumbing, and mechanical
systems which are not part of the Work; (iii) windows and window frames, gutters
and downspouts on the Building; (iv) the Tri-Water System and any auxiliary
system to the Tri-Water System, if any, for the Building; (v) that portion of
the Building not included as part of the Premises; and (vi) the Common Area.

               (c) Landlord's failure to perform its obligations set forth in
Section 7.15(b) shall not release Tenant of its obligations under this Lease,
including without limitation Tenant's obligation to pay Rent. Tenant waives the
provisions of California Civil Code Sections 1941 and 1942 with respect to
Landlord's obligations for tenantability of the Premises and Tenant's right to
make repairs and deduct the expenses of such repairs from rent.

        7.16 TENANT TO PAY PERSONAL PROPERTY TAXES: Tenant shall pay before
delinquent all taxes, assessments, license fees, and other charges levied or
assessed against, or based upon the value of Tenant's Personal Property
("Personal Property Taxes") that become payable during the Term. On written
demand by Landlord, Tenant shall furnish Landlord with written satisfactory
evidence of such payments. If any Personal Property Taxes are levied against
Landlord or Landlord's property, or if the assessed value of the Project is
increased by the inclusion of a value placed on Tenant's Personal Property, and
if Landlord pays such Personal Property Taxes or any taxes based on the
increased assessments caused by such Tenant's Personal Property, then Tenant, on
demand, shall immediately reimburse Landlord for the sum of the Personal
Property Taxes so levied against Landlord, or the proportion of taxes resulting
from such increase in Landlord's assessment. Landlord shall have the right to
pay such Personal Property Taxes or such proportion, and receive such
reimbursement, regardless of the validity of the levy.

                                    SECTION 8
                                    INSURANCE

        8.1 TENANT'S INSURANCE:

               (a) Public Liability and Property Damage Insurance: Tenant shall
procure at its sole cost and expense and keep in effect from the date of this
Lease at all times until the end of the Term, comprehensive general liability
insurance insuring against liability of Tenant, Tenant's Representatives,
Landlord, and Landlord's Representatives, arising out of or in connection with
Tenant's use or occupancy of the Premises or any part thereof, or the Project by
Tenant or Tenant's Representative. Such insurance shall include contractual
liability insurance coverage insuring Tenant's indemnity obligations under this
Lease. Such coverage shall have a minimum combined single limit of liability of
not less than $1,000,000 with a minimum general aggregate limit of
$1,000,000.00. Such policies shall be written to apply to property damage,
bodily injury, personal injury, premises medical payments, fire legal liability,


                                    Page 28
<PAGE>
general liability and other covered losses, however occasioned, occurring during
the policy term, naming the Landlord and Landlord's lender as additional
insureds, providing that such coverage shall be primary and that any insurance
maintained by Landlord shall be excess insurance only. Such coverage shall also
(i) delete any employee exclusion on personal injury coverage; (ii) include
employees as insureds, (iii) include liquor liability and (iv) include
employer's automobile non-ownership liability. All such insurance shall provide
for severability of interests or contain a cross-liability endorsement and shall
provide that an act or omission of one of the named insureds shall not reduce or
avoid coverage to the other named insureds; and shall afford coverage for all
claims based on acts, omissions, injury and damage, which claims occurred or
arose (or the onset of which occurred or arose) in whole or in part during the
policy period.

               (b) Automobile Liability Insurance: Tenant shall procure at its
sole cost and expense and keep in effect from the date of this Lease at
all times until the end of the Term, if applicable, Comprehensive Automobile
Liability insurance covering owned, non-owned and hired vehicles. Such coverage
shall have a minimum combined single limit of liability of not less than
$1,000,000.

               (c) Workers' Compensation Insurance: Tenant shall, if applicable,
maintain Workers' Compensation insurance in accordance with California law, and
employer's liability insurance with a limit of not less than $1,000,000.
Workers' Compensation insurance shall be endorsed to waive the insurer's right
of subrogation against Landlord.

               (d) Business Personal Property and Loss of Income Insurance:
Tenant shall, if applicable, maintain business personal property insurance to
pay for damage to or destruction of the Tenant's property from damage to or
destruction of the Premises. Such insurance shall insure against losses on an
"all-risk" type policy to the extent of at least one hundred percent (100%) of
the full replacement value of business personal property.

               (e) Maintaining Insurance: If Tenant fails during the Term to
maintain any insurance required to be maintained by Tenant under this Lease,
then Landlord may, at its option and in addition to Landlord's other remedies in
the event of default by Tenant, arrange for any such insurance, and Tenant shall
reimburse Landlord for any premiums for any such insurance within five (5)
business days after Tenant receives a copy of the premium notice. If such
premiums are allocable to a period, a portion of which occurs during the Term
and the remainder of which occurs before or after the Term, then such premiums
shall be apportioned between Landlord and Tenant based upon the number of days
during such period that occurred during the Term and the number of days that
occurred before or after the Term, such that Tenant pays for the premiums that
are allocable to the period during the Term. Insurance required to be maintained
by Tenant under this Lease (i) shall be issued as a primary policy by insurance
companies authorized to do business in the State of California with a Best's
rating of a least "A"


                                     Page 29
<PAGE>
and a Best's financial size category rating of at least "VIII", as set forth in
the most current edition of Best's insurance reports or such higher rating as
may be required by Landlord's lender, (ii) shall name the Additional Insureds as
additional named insureds as required by the Lease, (iii) shall constitute
"occurrence" based coverage, without provision for subsequent conversion to
"claims" based coverage, and (iv) shall not be cancelable or subject to
reduction of coverage or other modification except after thirty (30) days' prior
written notice to Landlord and any lender. Tenant shall, at least thirty (30)
days prior to the expiration of any such policy, furnish Landlord with a renewal
or binder of such policy. Tenant shall, upon request from Landlord, promptly
deliver to Landlord copies of such policy or policies or certificates evidencing
the existence and amounts of such insurance together with evidence of payment of
premiums. Any policy required to be maintained by Landlord or Tenant under this
Lease may be maintained under a so-called "blanket policy" insuring other
parties and/or other locations, so long as the amount of insurance and type of
coverage required to be provided under this Lease is not thereby diminished,
changed or adversely affected.

               (f) All insurance coverage, terms and conditions described in
this Section 8.1 shall be evidenced by a Certificate of Insurance issued to
Landlord. A copy of all insurance policies issued to Tenant during the Term
shall be forwarded to Landlord within sixty (60) days after the Commencement
Date.

               (g) If at any time during the Term the amount or coverage of
insurance which Tenant is required to carry under this Section 8.1 is, in
Landlord's reasonable judgment, materially less than that amount or type of
insurance coverage typically carried by owners or tenants of properties located
in San Diego, California, which are similar in size and used for similar
purposes as the Premises, Landlord shall have the right to require Tenant to
increase the amount or change the types of insurance coverage required under
this Section 8.1.

        8.2 Landlord's Insurance: Landlord shall, at its expense, maintain in
effect at all times during the Term: a policy or policies of "all risk" fire,
general liability and extended coverage insurance, including at least six (6)
months rental interruption insurance, with vandalism and malicious mischief
endorsements, coverage with respect to increased costs due to building
ordinances, demolition coverage, boiler and machinery insurance, sprinkler
leakage coverage, in each case to the extent of at least one hundred percent
(100%) of the full replacement value of the Building and Adjacent Building and
any future building on the Project. If Landlord fails during the Term to
maintain any insurance required to be maintained by Landlord under this Lease,
then Tenant may, at its election, arrange for any such insurance, and Tenant may
require that Landlord reimburse Tenant for any premiums for any such insurance
within five (5) days after Landlord or Tenant's receipt of the premium notice.
Insurance required to be maintained by Landlord under this Lease (a) shall be
issued as a primary policy by insurance companies authorized to do business in
California with a Best's Rating of at least "A" and a Best's Financial Size
Category rating of at least "VIII," as set forth in the most current edition of
"Best's Insurance Reports, or such higher rating as may be


                                    Page 30
<PAGE>

required by any lender, (b) shall name Tenant and any lender or other party as
Tenant may elect as additional named insureds, (c) shall constitute "occurrence"
based coverage, without provision for subsequent conversion to "claims" based
coverage, and (d) shall not be cancelable or subject to reduction of coverage or
other modification except after thirty (30) days' prior written notice to Tenant
and any lender. Landlord shall, at least thirty (30) days prior to the
expiration of each such policy, furnish Tenant with a renewal or "binder" of
such policy. Landlord shall, upon request from Tenant, promptly deliver to
Tenant copies of such policy or policies or certificates evidencing the
existence and amounts of such insurance together with evidence of payment of
premiums. The premiums, costs and expenses and deductibles of and/or with
respect to any such insurance shall be included in the Building Operating
Expenses. Landlord shall not increase the amount of insurance coverage beyond
that which was in place during the Base Year, other than reasonable increases to
reflect inflation or an increase in value of the insured property. Landlord
shall not increase the types of insurance coverages beyond that which was in
place during the Base Year unless commercially reasonable and in such event the
Operating Expenses for the Base Year shall be increased by the insurance premium
that would have been paid had the insurance been obtained by Landlord.

                                   SECTION 9
                                  DESTRUCTION

        9.1 RISK COVERED BY INSURANCE:

               (a) If during the Term the premises is totally or partially
destroyed, rendering the Premises totally or partially inaccessible or unusable,
Landlord shall, subject to Sections 9.1(b) and 9.1(c), restore the Premises to
substantially the same condition as it was in immediately before the
destruction. Such destruction shall not terminate this Lease except as provided
in this Section. If, however, then-existing laws do not permit such restoration,
Landlord or Tenant may terminate this Lease by giving written notice to the
other party.

               (b) If Landlord determines that the cost of such restoration
exceeds the amount of proceeds received by Landlord from any insurance
maintained by Landlord, then Landlord may elect to terminate this Lease by
giving notice to Tenant within sixty (60) days after such destruction or within
sixty (60) days after Landlord's receipt of such proceeds, whichever is later.
If Landlord gives such notice of termination, then this Lease shall terminate as
of forty-five (45) days after Landlord's notice of termination, unless Tenant
provides Landlord with written notice of its election to pay the amount by which
the cost of such restoration exceeds the amount of proceeds received by Landlord
("Notice To Restore"), in which event this Lease shall remain in full force and
effect. Tenant shall have thirty (30) days after Notice To Restore to pay the
excess cost of restoration either to Landlord or to an escrow account to be used
for restoration.

               (c) Within thirty (30) days after such destruction, Landlord
shall notify


                                    Page 31
<PAGE>

Tenant in writing whether or not, based on Landlord's determination, the
Premises can be restored within six (6) months after the date of such
destruction. If such restoration cannot be completed within such six (6) month
period, either party may terminate this Lease by giving written notice to the
other party within twenty (20) days after the date of Landlord's written notice.
If Landlord determines that the Premises can be restored within such six (6)
month period and neither party terminates this Lease pursuant to this Section 9,
Landlord shall use its reasonable efforts to restore the Premises within such
six (6) month period to substantially the same condition as it was in
immediately before the destruction. Notwithstanding the foregoing, if due to any
delay or fault on the part of Landlord the Premises are not in fact restored
within seven (7) months from the date of destruction, then Tenant may terminate
this Lease without further liability to Landlord by giving Landlord written
notice of termination, such termination to be effective immediately upon the
giving of such notice.

        9.2 ABATEMENT OR REDUCTION OF RENT: Except as otherwise provided herein,
in case of any destruction to the Premises, all obligations of Tenant under this
Lease shall remain in effect, except that Base Rent and Lease Expenses
Difference shall be abated or reduced, between the date of such destruction and
the date of completion of restoration, by the ratio of (a) the area of the
Premises rendered unusable or inaccessible by the destruction to (b) the area of
the Premises prior to such destruction.

        9.3 LOSS DURING LAST PART OF TERM OR EXCEEDING TWENTY-FIVE PERCENT (25%)
OF REPLACEMENT VALUE: Notwithstanding any other provision of this Lease, if any
destruction to the Premises occurs during the last year of the Term, or if, at
any time during the Term, there is any destruction to the Premises that exceeds
twenty-five percent (25%) of the then replacement value of the Premises,
Landlord or Tenant may terminate this Lease by giving written notice to the
other not more than thirty (30) days after such destruction, in which case (a)
neither Landlord nor Tenant shall have any obligation to restore the Premises,
(b) Landlord shall retain all insurance proceeds relating to such destruction
except for insurance proceeds relating to the loss of or damage to Tenant's
Personal Property or loss of business, and (c) this Lease shall terminate as of
thirty (30) days after such notice of termination.

        9.4 LIMITATION ON LANDLORD'S RESTORATION OBLIGATION: If Landlord is
required or elects to restore the Premises as provided in Section 9.1, Landlord
shall not be required to restore any of Tenant's Alterations which were
constructed without Landlord's written consent or any of Tenant's Personal
Property, unless they are an integral part of the Premises and specifically
covered by insurance proceeds received by Landlord, such excluded items being
the sole responsibility of Tenant to restore.

                                   SECTION 10
                                  CONDEMNATION

        10.1 DEFINITIONS: For purposes of this Lease, the following definitions
shall apply:


                                    Page 32
<PAGE>

               (a) "Condemnation" shall mean the exercise of any governmental
power, whether by legal proceedings or otherwise, by a Condemnor (as defined
below) or a voluntary sale or transfer by Landlord to any Condemnor, either
under threat of condemnation or while legal proceedings for condemnation are
pending;

               (b) "Date of Taking" shall mean the date the Condemnor has a
right to possession of the property being condemned;

               (c) "Award" shall mean all compensation, sums or anything of
value awarded, paid, or received on a total or partial Condemnation of the
Project; and

               (d) "Condemnor" shall mean any public or quasi-public authority,
or private corporation or individual, having the power of Condemnation.

        10.2 GOVERNED BY LEASE: If during the Term, or during the period of time
between the execution of this Lease and the Commencement Date, there is any
taking of all or any part of the Project or any interest in this Lease by
Condemnation, the rights and obligations of Landlord and Tenant shall be
determined pursuant to this Section 10.

        10.3 TOTAL TAKING: If greater than fifty percent (50%) of the Premises
are taken by Condemnation or more than thirty percent (30%) of the available
parking area is taken by Condemnation, this Lease shall terminate on the Date of
Taking.

        10.4 PARTIAL TAKING: if any portion, but not all, of the Premises is
taken by Condemnation, this Lease shall remain in effect, except that Tenant may
elect to terminate this Lease if the remaining portion of the Premises is, in
Tenant's reasonable opinion, rendered unsuitable for Tenant's continued use of
the Premises. If Tenant elects to so terminate this Lease, Tenant must exercise
its right to terminate by giving notice to Landlord within sixty (60) days after
the date that the nature and the extent of the taking have been finally
determined ("Determination Date"), which notice shall set forth the date of
termination. Such termination date shall not be earlier than thirty (30) days
nor later than ninety (90) days after Tenant has notified Landlord of its
election to terminate; except that this Lease shall terminate on the Date of
Taking if the Date of Taking falls on a date before the date of termination as
designated by Tenant. If Tenant does not so notify Landlord within sixty (60)
days after the Determination Date, all obligations of Tenant under this Lease
shall remain in effect, except that Base Rent and Lease Expenses shall be
reduced by the ratio of (a) the area of the Premises taken to (b) the area of
the Premises immediately prior to the Date of Taking.

        10.5 AWARD: The Award shall belong to and be paid to Landlord, Tenant
shall have no right to any part of the Award, and Tenant assigns to Landlord all
of Tenant's right, title and interest in and to any part of the Award, except
that Tenant shall receive from the Award an amount equal to the value of
Tenant's leasehold interest and any


                                    Page 33
<PAGE>

sum paid expressly to Tenant from the Condemnor for relocation, the cost of
tenant improvements which were paid for by Tenant and not part of the Tenant
Improvement Allowance, the value of Alterations and loss of goodwill.

        10.6 TEMPORARY TAKING: The taking of the Premises or any part of the
Premises by military or other public authorities shall constitute a taking of
the Premises by Condemnation only when the use and occupancy by the taking
authority is continued for longer than one hundred eighty (180) consecutive
days. During the one hundred eighty (180) day period, all obligations of Tenant
under this Lease shall remain in effect, except that Base Rent shall be abated
or reduced during such period of taking by the ratio of (a) the area of the
Premises taken to (b) the area of the Premises immediately prior to the Date of
Taking, and Landlord shall be entitled to any Award related to such taking.

        10.7 WAIVER OF STATUTE: Landlord and Tenant waive the provision of
California Code of Civil Procedure Section 1265.130 allowing Landlord or Tenant
to petition the superior court to terminate this Lease in the event of a partial
taking of the Premises.

                                   SECTION 11
                            ASSIGNMENT AND SUBLETTING

        11.1 ASSIGNMENT:

               (a) If Tenant is not in default of the Lease, Tenant may assign
any portion of Premises to any related entity, parent company, subsidiary or
affiliate ("Affiliate") without Landlord's consent.

               () Except for an Affiliate, Tenant shall not assign, enter into a
license or concession agreement for, hypothecate or otherwise divest itself of
this Lease or any of its rights under this Lease or permit any third party or
parties other than Tenant to occupy the Premises or any portion thereof without
Landlord's prior written consent, which consent shall not be unreasonably
withheld or delayed, but is subject to the terms and conditions contained in
this Section 11.

               (c) For purposes of this Lease, each of the following events
shall be deemed to constitute an assignment of this Lease:

                      (i) any assignment or transfer of this Lease, or any
interest in this Lease, voluntarily, involuntarily, by operation of law or
otherwise;

                      (ii) any mortgage, hypothecation, pledge, or collateral
assignment of this Lease or any interest in this Lease;


                                    Page 34
<PAGE>

                      (iii) any sale, transfer, grant of concessions or
licenses, or other disposition of this Lease, any interest in this Lease or all
or any portion of the Premises;

                      (iv) any assignment, transfer, disposition, sale, or
acquisition of more than fifty percent (50%) of the shares of Tenant's voting
stock by any person, entity, or group of related persons or affiliated entities,
whether in a single transaction or in a series of related or unrelated
transactions that results in a Change of Control (as hereinafter defined). For
purposes of this Lease, a "Change of Control" shall mean a change in the
identity of the person or persons exercising, or who may exercise, effective
control of the management of Tenant's business, unless such change (a) does not
materially impair Tenant's financial condition immediately after such change has
occurred; or (b) the change results from either (i) a registered public offering
of shares of Tenant's stock; (ii) the acquisition of Tenant by a company whose
shares are publicly traded; (iii) the trading of shares of Tenant listed on a
recognized national securities exchange or a nationally recognized automated
quotation system (such as the NASDAQ quotation system); or (iv) the transfer of
an equity interest in Tenant for purposes of estate or tax planning or by reason
of a distribution of shares held by a partnership to its partners; and

                      (v) any issuance of voting stock of Tenant to any person,
entity, or group of related persons or affiliated entities, whether in a single
transaction or in a series of related or unrelated transactions, which results
in Change of Control as defined above.

               (d) At least fifteen (15) days prior to entering into any
assignment of this Lease of all or any portion of the Premises, Tenant shall
submit to Landlord the form of such proposed assignment, and a written notice
("Tenant's Notice") setting forth in reasonable detail (i) the name and address
of the proposed assignee, (ii) the terms and conditions of the proposed
assignment, including without limitation the proposed effective date of the
assignment, which shall be at least thirty (30) days after Tenant's notice is
given, (iii) the nature and character of the business of the proposed assignee,
and (iv) current banking, financial, and other credit information, including
prior year's federal tax return, if available, (all of which information
Landlord agrees to treat as strictly confidential and not disclose or
disseminate to third parties) relating to the proposed assignee, in reasonably
sufficient detail, to enable Landlord to determine the proposed assignee's
financial responsibility.

               (e) Within twenty (20) days after Landlord's receipt of Tenant's
Notice and the form of assignment, Landlord shall notify Tenant whether Landlord
has consented to the proposed assignment. Any consent granted by Landlord in any
instance shall not constitute a consent with respect to any other instance or
request. If Landlord consents to any proposed assignment and Tenant fails to
consummate such assignment within one hundred eighty (180) days after such
consent, then such


                                    Page 35
<PAGE>

consent shall be deemed withdrawn and Tenant shall be required again to comply
with this Section 11 before assigning this Lease or any portion of the Premises.

               (f) Landlord shall not have unreasonably withheld its consent
with respect to any assignment if (i) Landlord shall not have received Tenant's
Notice as provided above, (ii) the nature and character of the proposed assignee
and the proposed use and occupancy of the Premises by the proposed assignee is
not in keeping with the dignity and character of the Premises and the
surrounding area, (iii) the proposed assignment will result in the diminution of
the value or marketability of the Premises, or (iv) the proposed assignee's use
of the Premises may reasonably conflict with other uses in the Premises. Tenant
acknowledges that Tenant's Notice shall be ineffective if Tenant is in material
default with respect to any provision under this Lease.

               (g) Notwithstanding any provision of this Lease to the contrary,
a merger or consolidation of Tenant with or into another corporation (including
a merger or consolidation that results in assignment or transfer of this Lease)
will not require the consent of Landlord, provided that the financial condition
of the surviving entity is equal to or greater than Tenant's financial condition
immediately prior to the Change of Control.

        11.2 SUBLEASE:

               (a) If Tenant is not in default of the Lease, Tenant may sublet
all or a portion of the Premises to an Affiliate without Landlord's consent.

               (b) If Tenant is not in default of the Lease, Tenant may sublease
all or a portion of the Premises to anyone, upon Landlord's prior written
consent, which consent shall not be unreasonably withheld.

               (c) Any sublease of all or a portion of the Premises shall be in
accordance with the terms and conditions of this Section 11 and all other
applicable terms and conditions of this Lease. Tenant's request to sublease all
or a portion of the Premises to anyone other than an Affiliate shall be in the
form of the Tenant's Notice as set forth in Section 11.1(d).

               (d) Any sublease of all or any portion of the Premises must
contain the following provisions, which provisions, whether contained in such
sublease nor not, shall apply to such sublessee:

                      (i) Such sublease shall be subject and subordinate to all
of the provisions of this Lease (including all exhibits) and any subsequent
amendments of this Lease;


                                    Page 36
<PAGE>

                      (ii) At Landlord's option, in the event of cancellation or
termination of this Lease for any reason or the surrender of this Lease, whether
voluntarily, involuntarily, or by operation of law, prior to the expiration of
such sublease, the subtenant shall make full and complete attornment to Landlord
for the balance of the term of such sublease, provided that Landlord agrees in
writing not to disturb subtenant's right to occupy the subleased area as long as
such sublessee is in compliance with its obligations under such sublease. The
subtenant shall execute and deliver to Landlord an agreement of attornment
reasonably satisfactory to Landlord within five (5) days after requested by
Landlord; and

                      (iii) No sublessee shall be permitted to further sublet
all or any portion of the subleased space without Landlord's prior written
consent.

               (e) Tenant shall submit all subleases to Landlord prior to
execution for Landlord's review and approval, which shall not be unreasonably
withheld or delayed more than seven (7) days after Landlord's receipt of any
sublease.

        11.3 TENANT AND ASSIGNEE OR SUBLESSEE FULLY LIABLE: No assignment of
this Lease nor any sublease of all or any portion of the Premises shall release
or discharge Tenant from any liability, whether past, present, or future, under
this Lease and Tenant shall continue to remain primarily liable under this Lease
except as may be executed by Tenant and Landlord in writing. The assignee of any
assignment of this Lease, and the sublessee of any sublease of all or any
portion of the Premises, shall execute, acknowledge, and deliver to Landlord an
agreement satisfactory to Landlord in which the assignee or sublessee assumes
and agrees to be bound by all of the provisions of this Lease.

        11.4 ASSIGNMENT OF RENTS: Tenant irrevocably assigns to Landlord, as
security for Tenant's obligations under this Lease, all rent from any subletting
of all or any portion of the Premises, and Landlord, as assignee and as special
attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord's
application, may collect such rent and apply it toward Tenant's obligations
under this Lease, except that, unless Tenant defaults under this Lease, Tenant
shall have the sole right to collect such rent.

        11.5 EQUAL DIVISION OF SUBLEASE PREMIUM: Landlord and Tenant shall share
equally any "Premium" (as defined below) arising from the sublease of any
portion of the Premises to any entity which is not an Affiliate. For purposes of
this paragraph "Premium" shall mean all sums received by Tenant under the
sublease which exceed the Rent attributable to the subleased portion of the
Premises, after deducting (a) all reasonable expenses of Tenant incurred in
connection with such sublease amortized on a straight line basis over the
initial term of the sublease, including without limitation legal costs,
brokerage commissions, rent abatement and other concessions, lease takeover,
subtenant improvement costs, the unamortized value of Tenant's leasehold
improvements, downtime, and cash payments, (b) any utility costs paid by Tenant
which is attributable to such subleased premises, and (c) any Additional Rent
paid by


                                    Page 37
<PAGE>

Tenant which is attributable to such subleased premises. The determination of
Base Rent attributable to the subleased portion of the Premises shall be made on
the basis of the ratio of the rentable square footage in the subleased portion
to the Rentable Square Footage.

                                   SECTION 12
                              DEFAULT AND REMEDIES

        12.1 DEFAULT: The occurrence of any of the following shall constitute a
material default and breach of this Lease by Tenant:

               (a) the failure by Tenant to pay Rent as and when due, where such
failure shall continue for a period of five (5) business days after written
notice of such failure from Landlord to Tenant. In the event that Landlord
serves Tenant with a Notice to Pay Rent or Quit pursuant to applicable statutes
set forth in California Code of Civil Procedure, such Notice to Pay Rent or Quit
shall also constitute the notice of such failure;

               (b) the failure by Tenant to observe or perform any of the
provisions of this Lease to be observed or performed by Tenant, other than
described in Section 12.1(a), where such failure shall continue for a period of
thirty (30) days after written notice of such failure from Landlord to Tenant;
provided, however, that if the nature of Tenant's default is such that more than
thirty (30) days are required for its cure, then Tenant shall not be deemed to
be in default if Tenant commenced such cure within such thirty (30) day period
and thereafter diligently prosecutes such cure to completion within sixty (60)
days after Landlord's written notice; or

               (c) the making by Tenant of any general arrangement or assignment
for the benefit of creditors; Tenant's becoming bankrupt, insolvent or a
"debtor" as defined in 11 U.S.C. Section 101, or any successor statute (unless,
in the case of a petition filed against Tenant, such petition is dismissed
within sixty (60) days after its original filing); the institution of
proceedings under bankruptcy or similar laws in which Tenant is the debtor or
bankrupt; the appointing of a trustee or receiver to take possession of
substantially all of Tenant's assets located at the Premises or of Tenant's
interest in this Lease (unless possession is restored to Tenant within sixty
(60) days after such taking); or the attachment, execution of judicial seizure
of substantially all of Tenant's assets located at the Premises or Tenant's
interest in this Lease (unless such attachment, execution or judicial seizure is
discharged within sixty (60) days after such attachment, execution or judicial
seizure).

        12.2 LANDLORD'S REMEDIES: Landlord shall have the following remedies if
Tenant commits a default or breach under this Lease; these remedies are not
exclusive, but are cumulative in addition to any remedies provided elsewhere in
this Lease or now or later allowed by law.


                                    Page 38
<PAGE>

               (a) Continuation of Lease: No act by Landlord (including without
limitation the acts set forth in this Section 12.2(a)) shall terminate Tenant's
right to possession unless Landlord notifies Tenant in writing that Landlord
elects to terminate Tenant's right to possession. As long as Landlord does not
terminate Tenant's right to possession, Landlord may (i) continue this Lease in
effect, (ii) continue to collect rent when due and enforce all the other
provisions of this Lease, (iii) enter the Premises and relet them, or any part
of them, to third parties for Tenant's account, for a period shorter or longer
than the remaining term of this lease, and (iv) have a receiver appointed to
collect rent. Tenant shall immediately pay to Landlord all costs Landlord
reasonably incurs in such reletting, including, without limitation, brokers'
commissions, attorneys' fees, advertising costs and expenses of remodeling the
Premises of such reletting.

               (b) Rent from Reletting: If Landlord elects to relet all or any
portion of the Premises as permitted by Section 12.2(a), rent that Landlord
receives from such reletting shall be applied to the payment of, in the
following order and priority, (i) any indebtedness due from Tenant to Landlord
(other than Base Rent), (ii) all costs reasonably incurred by Landlord in such
reletting, including without limitation any brokers', finders', or leasing
agents' commissions, charges or fees, and (iii) Base Rent due and unpaid under
this Lease. After applying such payments as referred to above, any sum remaining
from the rent Landlord receives from such reletting shall be held by Landlord
and applied in payment of future Base Rent as it becomes due under this Lease.
In no event shall Tenant be entitled to any excess rent received by Landlord.

               (c) Termination of Tenant's Right to Possession: Landlord may
terminate Tenant's right to possession of the Premises at any time, by notifying
Tenant in writing that Landlord elects to terminate Tenant's right to
possession. On termination of this Lease, Landlord has the right to recover
from Tenant (i) the worth at the time of the award of the unpaid Base Rent which
had been earned at the time of such termination, (ii) the worth at the time of
the award of the amount by which the unpaid Base Rent which would have been
earned after such termination until the time of award exceeds the amount of such
loss of Base Rent that Tenant proves could have been reasonably avoided, (iii)
the worth at the time of the award of the amount by which the unpaid Base Rent
for the balance of the Term after the time of award (had there been no such
termination) exceeds the amount of such loss of Base Rent that Tenant proves
could be reasonably avoided, and (iv) any other amount necessary to compensate
Landlord for all detriment proximately caused by Tenant's failure to perform
Tenant's obligations under this Lease or in the ordinary course of things would
be likely to result therefrom. The "worth at the time of the award" of the
amounts referred to in Sections 12.2(c)(i) and 12.2(c)(ii) is to be computed by
allowing interest at a rate equal to ten percent (10%) per annum, but in no
event greater than the maximum rate permitted by applicable law. The "worth at
the time of the award" of the amount referred to in Section 12.2(c)(iii) is to
be computed by discounting such amount at the discount rate of the Federal
Reserve Bank of San Francisco at the time of award plus one percent (1%), but in
no event greater than the maximum rate permitted by applicable law.


                                    Page 39
<PAGE>

               (d) Landlord's Right to Cure Default: Landlord, at any time after
Tenant commits a default or breach under this Lease, may cure such default or
breach at Tenant's sole cost. If Landlord at any time, by reason of Tenant's
default or breach, pays any sum or does any act that requires the payment of any
sum, such sum shall be due immediately from Tenant to Landlord at the time such
sum is paid, and shall be deemed additional rent under this Lease.

        12.3 INTEREST AND LATE CHARGES: Rent not paid within five (5) days after
its due date shall bear interest from the date due at a rate equal to ten
percent (10%) per annum, but in no event greater than the maximum rate permitted
by applicable law. Late payment by Tenant to Landlord of Rent will cause
Landlord to incur cost not contemplated by this Lease, the exact amount of which
would be impracticable or extremely difficult to fix. Such costs include,
without limitation, processing, collection and accounting charges, and late
charges that may be imposed on Landlord by the terms of any Mortgage covering
the Premises. Therefore, if any Rent is not received by Landlord within five (5)
business days after notice to Tenant of such overdue payment from Landlord to
Tenant, Tenant shall pay to Landlord an additional sum of five percent (5%) of
such overdue amount as a late charge ("Late Charge"). Landlord and Tenant agree
that the Late Charge represents a fair and reasonable estimate of the costs that
Landlord will incur by reason of any late payment by Tenant, and therefore this
Section 12.3 is reasonable under the circumstances existing at the time this
Lease is executed. Acceptance of the Late Charge by Landlord shall not
constitute a waiver of Tenant's default with respect to such overdue amount, nor
prevent Landlord from exercising any of the other rights and remedies available
to Landlord under this Lease.

        12.4 QUARTERLY PAYMENTS: In the event that a Late Charge is payable
under this Lease, whether or not collected, for three (3) consecutive
installments of Rent or in the event Rent is paid more than thirty (30) days
late twice due under this Lease during any twelve (12) month period, then Base
Rent, and Monthly Payment, shall , at Landlord's election by written notice to
Tenant, become due and payable quarterly in advance, rather than monthly, for a
period of six (6) months. If a Late Charge is payable under the Lease, whether
or not collected, for two (2) installments of Rent during the twelve (12)
calendar months following such six (6) month period, then Base Rent and Monthly
Payment shall automatically become due and payable quarterly in advance for a
period of one (1) year, after which time Rent shall revert back to monthly
payments. If any payment is not timely paid during such one year period, then
Base Rent and Monthly Payment shall automatically become due and payable
quarterly in advance for the remaining Term of the Lease. All monies paid to
Landlord under this Section 12.4 may be commingled with other monies of Landlord
and shall not bear interest.

        12.5 WAIVER: No delay or omission in the exercise of any right or remedy
of Landlord in the event of any default by Tenant shall impair such right or
remedy of be construed as a waiver. The receipt and acceptance by Landlord of
delinquent Rent shall not constitute a waiver of any default other than the
particular rent payment accepted. Landlord's receipt and acceptance from Tenant,
on any date ("Receipt


                                    Page 40
<PAGE>

Date"), of an amount less than rent due on such Receipt Date, or to become due
(pursuant to Section 4 or Section 6) at a later date but applicable to a period
prior to such Receipt Date, shall not release Tenant of its obligation (a) to
pay the full amount of such rent due on such Receipt Date or (b) to pay when due
the full amount of such rent to become due at a later date but applicable to a
period prior to such Receipt Date. No act or conduct of Landlord, including
without limitation, the acceptance of the keys to the Premises, shall constitute
an acceptance by Landlord of the surrender of the Premises by Tenant before the
Expiration Date or Option Expiration Date. Only a written notice from Landlord
to Tenant stating Landlord's election to terminate Tenant's right to possession
of the Premises shall constitute acceptance of the surrender of the Premises and
accomplish a termination of this Lease. Landlord's consent to or approval of any
act by Tenant requiring Landlord's consent or approval shall not be deemed to
waive or render unnecessary Landlord's consent to or approval of any other or
subsequent act by Tenant. Any waiver by Landlord of any default by Tenant must
be in writing and shall not be a waiver of any other default concerning the same
or any other provision of this Lease.

        12.6 NOTICE OF DEFAULT: Landlord shall not be deemed to be in default in
the performance of any obligation required to be performed by Landlord unless
and until it has failed to perform such obligation within thirty (30) days after
Landlord's receipt of written notice from Tenant specifying Landlord's failure
to perform such obligation. However, if the nature of Landlord's obligation is
such that more than thirty (30) days are required for its performance, then
Landlord shall not be deemed to be in default if it shall commence such
performance within such thirty (30) day period and thereafter diligently
prosecutes the same to completion.

                                   SECTION 13
             SUBORDINATION, ATTORNMENT, ESTOPPEL, AND NON-DISTURBANCE

        13.1 SUBORDINATION: This Lease and Tenant's rights under this Lease are
subject and subordinate to any mortgage, loan secured by a deed of trust, or
other written security instrument or agreement affecting the Project that
constitutes security for the payment of a debt or performance of an obligation
(each, a "Mortgage"), and to all renewals, modifications, consolidations,
replacements or extensions thereof, now or hereafter affecting the Premises. The
provisions of this Section 13.1 shall be self-operative, and no further
instrument of subordination shall be required. Within fifteen (15) days after
written notice from Landlord, Tenant shall execute and deliver any instruments
that Landlord and the holder of any Mortgage may reasonably request to evidence
such subordination so long as the instruments do not modify this Lease, decrease
or adversely affect Tenant's rights under this Lease, or increase Tenant's
duties or obligations hereunder. If Tenant fails to execute and deliver any such
instrument(s) within fifteen (15) days after such notice, Tenant irrevocably
appoints Landlord as Tenant's special attorney-in-fact to execute and deliver
such instruments on behalf of Tenant. If Landlord executes documents on behalf
of Tenant pursuant to


                                    Page 41
<PAGE>

the special power-of-attorney, it shall be deemed that Tenant has not waived any
rights against Landlord solely due to the use of the special power-of-attorney
by Landlord.

        13.2 ATTORNMENT: If the holder of any Mortgage shall hereafter succeed
to the Landlord under this Lease, Tenant shall attorn to and recognize such
successor as the Landlord under this Lease, and shall promptly execute and
deliver any instruments that may be necessary to evidence such attornment. If
Tenant fails to execute and deliver any such instrument(s) within fifteen (15)
days after written notice from Landlord, Tenant irrevocably appoints Landlord as
Tenant's special attorney-in-fact to execute and deliver such instruments on
behalf of Tenant. If Landlord executes documents on behalf of Tenant pursuant to
the special power-of-attorney, it shall be deemed that Tenant has not waived any
rights against Landlord or such successor solely due to the use of the special
power-of-attorney by Landlord. Upon such attornment, this Lease shall continue
in effect as a direct lease between such successor landlord and Tenant upon and
subject to all of the provisions of this Lease.

        13.3 ESTOPPEL CERTIFICATES: Within fifteen (15) days after written
notice from Landlord, Tenant shall execute and deliver to Landlord, in
recordable form, a certificate in the form of Exhibit "H" stating (i) that this
Lease is unmodified and in effect, or in effect as amended, and stating all
amendments; (ii) the amount of Base Rent; (iii) the date to which Base Rent has
been paid in advance; (iv) the amount of any security deposit, prepaid rent or
other payment constituting rent which has been paid; (v) whether or not Tenant
or Landlord is in default under this Lease; and (vi) such other matters as
Landlord shall reasonably request. Tenant's failure to deliver such estoppel
certificate within such fifteen (15) day period shall be conclusive upon Tenant
for the benefit of Landlord, and any successor in interest to Landlord, that
this Lease is in effect and has not been amended except as may be represented by
Landlord, no rent has been paid more than thirty (30) days in advance and
neither Landlord nor Tenant is in default under this Lease. If Tenant fails to
deliver such estoppel certificate within such fifteen (15) day period, then
Tenant irrevocably appoints Landlord as its special attorney-in-fact to execute
and deliver such certificate to any third party. If Landlord executes documents
on behalf of Tenant pursuant to the special power-of-attorney, it shall be
deemed that Tenant has not waived any rights against Landlord by reason of the
contents of the estoppel certificate signed pursuant to the special
power-of-attorney by Landlord.

        13.4 NON-DISTURBANCE AGREEMENT: Landlord shall, within twenty (20) days
after the date of this Lease, obtain from Paul Revere Insurance Company and each
other holder of a Mortgage in existence at the time of execution of this Lease a
duly executed non-disturbance agreement in the form of Exhibit "G". With respect
to any Mortgages which are not in existence at the time of execution of this
Lease, Landlord shall obtain a non-disturbance agreement in the form of Exhibit
"G" duly executed in recordable form by any holders of any future Mortgage as a
condition to this Lease being subordinate and junior to such future Mortgage and
as a condition to the recordation of any such future Mortgage.


                                    Page 42
<PAGE>

                                   SECTION 14
                      SURRENDER OF PREMISES, HOLDING OVER

        14.1 SURRENDER OF PREMISES: By the Expiration Date, Option Expiration
Date or earlier termination of this Lease, (i) Tenant shall surrender to
Landlord the Premises, including without limitation all Alterations, in Good
Condition, reasonable wear and tear excepted (except for destruction to the
Premises covered by Section 9) except for Alterations that Tenant is obligated
to remove under Section 7.9; (ii) Tenant shall remove all its Personal Property
and perform all repairs and restoration required by the removal of any
Alterations or Personal Property at its sole cost; and (iii) Tenant shall
surrender to Landlord all keys to the Premises (including without limitation any
keys to exterior or interior office doors) and all permits, validations,
keycards, passes, and similar items with respect to the Premises and parking
lot. Landlord may elect to retain or dispose of in any manner any Alterations or
Personal Property that Tenant does not remove from the Premises on the
Expiration Date, Option Expiration Date or earlier termination of this Lease as
required by this Lease by giving written notice to Tenant. Title to any such
Alterations or Personal Property that Landlord elects to retain or dispose of
shall vest in Landlord. Tenant waives all claims against Landlord for any damage
to Tenant resulting from Landlord's retention or disposition of any such
Alterations or Personal Property after the Expiration Date or earlier
termination of this Lease. Tenant shall be liable to Landlord for Landlord's
costs for storing, removing or disposing of any such Alterations or Personal
Property. If Tenant fails to surrender the Premises to Landlord on the
Expiration Date or earlier termination of this Lease, Tenant shall indemnify and
defend Landlord against all liability, loss and claims resulting from such
failure including without limitation any claim for damages made by any other
tenant or subtenant.

        14.2 HOLDING OVER: If Tenant, with Landlord's written consent, remains
in possession of the Premises after the Expiration Date, Option Expiration Date
other than pursuant to an extension of the Term of this Lease pursuant to
Section 3.2, or earlier termination of this Lease, such possession by Tenant
shall be deemed to be a month-to-month tenancy terminable on thirty (30) days
written notice given at any time by Landlord or Tenant. During any such
month-to-month tenancy, the first month's Base Rent shall be equal to the Base
Rent in effect immediately prior to the Expiration Date, Option Expiration Date
or earlier termination of this Lease as may be the case, and thereafter Tenant
shall pay as Base Rent one hundred twenty-five percent (125%) of the Base Rent
in effect immediately prior to the Expiration Date or earlier termination of
this Lease, as the case may be. All provisions of this Lease except for those
pertaining to the Term shall apply to such month-to-month tenancy.

                                   SECTION 15
                               DELAY IN OCCUPANCY

INTENTIONALLY OMITTED



                                    Page 43
<PAGE>

                                   SECTION 16
                               GENERAL PROVISIONS

        16.1 BROKERS: Landlord retained CB Commercial Real Estate Group Inc.
("CB Commercial") as a leasing broker and shall be responsible for all
commissions paid to CB Commercial regarding this Lease. Tenant retained Langdon
Rieder Corporation ("LRC"), as exclusive agent for Tenant. Landlord shall pay to
LRC a real estate brokerage commission ("Commission") of four percent (4%) of
the Base Rent less cash contributions paid by Landlord to Tenant such as Moving
Allowance and rent abatement for the first five (5) years of the Term and two
percent (2%) of the Base Rent for the balance of the Term payable one-half (1/2)
upon the complete execution of the Lease and one-half (1/2) upon the
Commencement Date and upon the occupancy of the Premises by Tenant. Tenant
represents that, except as set forth in this Section 16.1, no real estate
broker, agent, finder, or other person is responsible for bringing about or
negotiating this Lease and that Tenant has not dealt with any real estate
broker, agent, finder, or other person with respect to this Lease in any manner.
Tenant shall indemnify and defend Landlord against all liability, costs,
expenses and charges (including without limitation attorneys' fees and
disbursements) arising from any claims that may be made against Landlord by any
real estate broker, agent, finder, or other person alleging to have acted on
behalf of or to have dealt with Tenant, prior to the Commencement Date and
during the Term except for claims made by CB Commercial or LRC pursuant to this
Lease.

        16.2 NOTICES: Any notice, demand, request, consent, approval, or
communication that either Landlord or Tenant desires or is required under this
Lease to give to the other or any other person shall be in writing and either
served personally or sent by certified prepaid, first class U.S. mail or by
Federal Express mail or other overnight delivery service that provides written
confirmation of delivery addressed to Tenant or to Landlord at the addresses set
forth in Section 1.12.

Either Landlord or Tenant may change its address by notifying the other of the
change of its address in writing pursuant to this Section 16.2. Notice, if
mailed or sent as provided in this Section 16.2, shall be deemed given
forty-eight (48) hours after the time of such mailing.

        16.3 QUITCLAIM DEED: Tenant shall execute and deliver to Landlord on the
Expiration Date or earlier termination of this Lease, promptly on Landlord's
request, a quitclaim deed to the Premises, in recordable form, designating
Landlord as transferee.

        16.4 SALE OR TRANSFER OF PREMISES: If Landlord sells or transfers any
portion of the Premises, Landlord, on consummation of the sale or transfer,
shall be released from liability under this Lease as to the portion of the
Premises sold or transferred, except for the actions of Landlord or Landlord's
Representatives occurring prior to the date of such consummation and this Lease
shall remain in full force and effect. If any



                                    Page 44
<PAGE>

security deposit or prepaid rent has been paid by Tenant, Landlord shall
transfer the unused portion of the Security Deposit and/or prepaid rent to
Landlord's successor-in-interest and on such transfer Landlord shall be
discharged from any further liability arising from the Security Deposit or
prepaid rent.

        16.5 ATTORNEYS' FEES: If Landlord or Tenant becomes a party to any
litigation concerning this Lease, the Premises, or the Project by reason of any
act or omission of the other or its agents, employees, officers, independent
contractors, licensees, invitees, visitors or customers, (and not by any act or
omission of the one that becomes a party to that litigation or its agents,
employees, officers, independent contractors, licensees, invitees, visitors or
customers), the one that causes the other to become involved in such litigation
shall be liable to the other for reasonable attorneys' fees, court costs, and
other expenses incurred by it in such litigation. If Landlord or Tenant
commences an action against the other arising out of or in connection with this
Lease, the prevailing party (as determined by the court) shall be entitled to
recover from the losing party reasonable attorneys' fees, court costs, and other
expenses incurred by the prevailing party in such litigation.

        16.6 MERGER: A voluntary or other surrender of this Lease by Tenant, or
a mutual cancellation of this Lease, or a termination by Landlord, shall not
work a merger, and shall, at the option of Landlord, terminate any existing
subleases or may, at the option of Landlord, operate as an assignment to
Landlord of any such subleases.

        16.7 TIME OF ESSENCE: Time and strict and punctual performance are of
the essence with respect to each provision of this Lease.

        16.6 SUCCESSOR IN INTEREST: Subject to Section 11, this Lease shall be
binding on and inure to the benefit of Landlord and Tenant and their successors
in interest.

        16.9 EASEMENTS: Landlord may, from time to time, grant such easements,
rights and dedications that Landlord deems reasonably necessary or desirable,
and cause the recordation of parcel maps and restrictions, provided such
easements, rights, dedications, maps and restrictions do not unreasonably
interfere with, or adversely affect the use of, the Premises by Tenant. Tenant
shall promptly sign any documents or instruments to accomplish the foregoing
upon request by Landlord, and failure to do so shall constitute a material
breach of this Lease. Tenant irrevocably appoints Landlord as Tenant's special
attorney-in-fact to execute and deliver such documents or instruments on behalf
of Tenant should Tenant refuse or fail to do so.

        16.10 GOVERNING Law: This Lease shall be interpreted in accordance with
the laws of the State of California.

        16.11 INTEGRATION: This Lease contains all the agreements between
Landlord and Tenant relative to this Lease and cannot be amended or modified
except by a written document executed by Landlord and Tenant. This Lease shall
be deemed



                                    Page 45
<PAGE>

prepared by both parties, and the fact that one party actually drafted this
Lease shall not affect the interpretation of any provision thereof.

        16.12 PROVISIONS ARE COVENANTS AND CONDITIONS: All provisions, whether
covenants or conditions, to be performed or observed by Landlord and Tenant
shall be deemed to be both covenants and conditions.

        16.13 PERSON AND GENDER: Whenever the singular number is used in this
Lease, the same shall include, when appropriate, the plural; and each gender
shall include, when appropriate, any other genders; and the word "person" shall
include, in addition to a natural person, when appropriate, a corporation, firm,
partnership, joint venture, trust, estate or other entity.

        16.14 SEVERABILITY: If any provision of this Lease is held by a court to
be unenforceable or invalid for any reason, the remaining provisions of this
Lease shall be unaffected by such holding.

        16.15 LIMITATIONS ON LANDLORD'S LIABILITY: If Landlord is in default
under this Lease, and as a consequence, Tenant recovers a money judgment against
Landlord, such judgment shall be satisfied only out of the proceeds of sale
received upon execution of such judgment and levy against the right, title and
interest of Landlord in the Project, and out of rent or other income from the
Project receivable by Landlord or out of the consideration received by Landlord
from the sale or other disposition of or any part of Landlord's right, title and
interest in the Project, except for that portion of the judgment that
specifically pertains to Landlord's (i) failure to timely pay taxes or
insurance, (ii) failure to refund Tenant's security deposit, (iii) fraudulent,
willful or intentional acts or misrepresentations, (iv) failure to apply
insurance or condemnation proceeds as required by the Lease, and (v) failure to
remit, to the persons entitled thereto, any funds paid by Tenant to Landlord for
work or materials on the Premises. Except as specifically provided in this
Section, neither Landlord nor the partners comprising Landlord (if any) shall be
personally liable for any deficiency.

        16.16 HEADINGS AND EXHIBITS: The Section and subsection headings of this
Lease shall have no effect on its interpretation. Any exhibits referred to in
this Lease are incorporated in it by reference.

        16.17 PAYMENTS IN UNITED STATES CURRENCY: All payments to be made by
Tenant to Landlord under this Lease shall be in United States currency.

        16.18 TENANT'S FINANCIAL STATEMENTS: Within fifteen (15) days of written
notice from Landlord, Tenant agrees to deliver to Landlord or any lender or
buyer designated by Landlord, at no cost to Tenant, such financial statements of
Tenant that have most recently been prepared, as may be reasonably required by
Landlord, any lender or buyer. Such financial statements shall include the past
three (3) years' financial statements of Tenant if requested in writing by
Landlord. Such financial



                                    Page 46
<PAGE>

statements shall be kept confidential and Landlord shall take all reasonable
steps necessary to ensure such confidentiality.

        16.19 NO OPTION: The submission of this Lease by Landlord, its agent or
representative for examination or execution by Tenant does not constitute an
option or offer to lease the Premises upon the terms and conditions contained in
this Lease or reservation of the Premises in favor of Tenant, it being intended
that this Lease shall only become effective upon the execution of the Lease by
Landlord and Tenant and delivery of a fully executed Lease to both parties.

        16.20 RECORDATION OF LEASE: Either Landlord or Tenant may, at its
election, record a Memorandum of Lease and each party shall cooperate with the
other in connection therewith.

        16.21 NO VIOLATION OF OTHER AGREEMENTS: Tenant hereby warrants and
represents that neither its execution of or performance under this Lease shall
cause Tenant to be in violation of any agreement, instrument, contract, law,
rule or regulation by which Tenant is bound and, in addition to all other
indemnity granted to Tenant in this Lease, Tenant agrees to indemnify Landlord
against any loss, cost, damage or liability arising out of Tenant's breach of
this Section 16.21.

        16.22 PROJECT NAME CHANGE: Landlord reserves the right to change the
name of the Project from time to time during the Term.

        16.23 USE OF PROJECT NAME: Tenant shall not be allowed to use the name,
picture or representation of the Project or words to that effect, in connection
with any business carried on in the Premises or otherwise (except at Tenant's
address) without the prior written consent of Landlord.

        16.24 RESERVED AREA: Tenant hereby acknowledges and agrees that the
exterior walls of the Premises and the area between the finished ceilings of the
Premises and the slab of the floor of the Premises have not been demised by this
Lease and the use thereof, together with the right to install, maintain, use,
repair and replace pipes, ducts, conduits and wires leading through, over or
above the Premises in locations which will not materially interfere with
Tenant's use of the Premises and serving other parts of the Premises, are hereby
excepted and reserved unto Landlord. Notwithstanding the foregoing, Tenant shall
have the right, subject to Landlord's right of approval pursuant to Section 7.9
above, to make such Alterations as Tenant deems necessary or desirable to such
areas above the finished ceilings and below the slab floor of the Premises.



                                    Page 47
<PAGE>

                                   SECTION 17
                               SPECIAL PROVISIONS

        17.1 MOVING ALLOWANCE: Landlord shall pay to Tenant upon the
Commencement Date and the occupation of the Premises by Tenant a moving
allowance of Twenty-Five Thousand Two Hundred Fifty-Nine and no/100ths Dollars
($25,259.00) ($1.00 multiplied by Rentable Square Footage of 25,259 rentable
square feet) for Tenant's moving costs ("Moving Allowance"), regardless of
Tenant's actual moving costs.

        17.2 WARRANTY OF LANDLORD: Landlord warrants that the roof, foundation,
bearing and exterior walls, floor, subfloor and existing Tri-Water System,
windows and seals, electrical and plumbing systems and equipment in the Building
existing at the date of this Lease are in good condition as of the Commencement
Date.

        17.3 RIGHT OF FIRST REFUSAL FOR EXPANSION SPACE:

                (a) During the first eighteen (18) months of the Term of the
Lease, Tenant shall have a right of first refusal on unleased space on the third
(3rd) floor of the Building. "Right of First Refusal" shall mean Landlord shall
notify Tenant in writing of the rent and other terms and conditions of a lease
prior to leasing space on the third floor to another tenant ("Notice of Space").
Tenant shall have five (5) business days after receipt of the Notice of Space to
agree to lease the space pursuant to the terms and conditions set forth in the
Notice of Space.

                (b) During months 19-36 of the Term of the Lease, Tenant shall
have a five (5) business day right of first negotiation to lease all remaining
space on the third floor of the Building. The terms and conditions for Tenant to
lease such space shall be negotiated between Landlord and Tenant upon Tenant's
written notice of interest in negotiating a lease for space.

                (c) In the event Tenant does not expand as set forth in
subparagraphs (a) or (b) above, and such space is subsequently leased to a third
party tenant, upon the third party's vacation of the space, Tenant shall then be
entitled to a right of first negotiation when said space becomes vacant under
the same terms and conditions outlined above in subparagraph (b).




                                    Page 48
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have executed this Lease as of
the date first hereinabove set forth.

Landlord: PACCOR PARTNERS, a California general partnership

               By: PacCor Management Company
                   Its general partner

                    BY:  [SIGNATURE ILLEGIBLE]
                         ----------------------------------
                         Its  Vice President
                              -----------------------------

Tenant:             HNC, INC., a California corporation


                    BY:  [SIGNATURE ILLEGIBLE]
                         ----------------------------------
                         Its  President
                              -----------------------------



                                    Page 49
<PAGE>

                                   Exhibit "C"

                                   WORK LETTER

This Work Letter is an exhibit to the Lease between PacCor Partners, a
California general partnership ("Landlord") and HNC, Inc., a California
corporation ("Tenant") dated ___________________________, with regard to the
following:

1. CONDITION OF PREMISES AND BUILDING DELIVERED BY LANDLORD.

        1.1 Premises Shell and Stub-in. Landlord shall provide, at its expense
and not as a charge against the Tenant Improvement Allowance, a finished shell
for the Premises and Building, which shall include: (a) smooth concrete floors;
(b) unfinished ceilings in the Premises; (c) finished core area, including
elevator(s), toilet room(s), electrical room, telephone room(s), janitorial
closet(s) and exit stair(s); (d) dry wall (taped and/or finished, but not
painted) around surfaces of core walls; (e) existing heating, ventilating and
air conditioning service as set forth in Exhibit "F" to the Lease; (f) existing
sprinkler service within the Building (not including main loops and branch
distribution); (g) main electrical panel; (h) exercise room including existing
exercise equipment, and (i) life safety systems as required by the applicable
San Diego City Municipal Code for a building shell.

        1.2 Building Standards. All improvements in the Building shall be in
accordance with Building/Tenant Improvement Standards for Pacific Corporate Park
("Building Standards") attached as Exhibit D of the Lease. If provisions of this
Work Letter conflict with provisions of the Building Standards, the provisions
of the Work Letter shall prevail.

        1.3 Building Plans. Landlord has delivered to Tenant its best available
shell building plans and information ("Building Plans").

        1.4 The Work. The installation and construction of the Tenant
improvements by Landlord in accordance with the permitted and approved
Construction Documents (defined in paragraph 2.4) and Change Orders (defined in
paragraph 9) shall constitute the work ("Work").

2. PLANS AND DOCUMENTS.

        2.1 Preliminary Space Plan. Tenant's Representative shall provide to
Landlord a preliminary schematic drawing depicting the Premises with walls,
doors, windows, columns and structural elements, based on site visits, other
information obtained by Tenant or Tenant's Representatives, and the best
available Building Plans supplied by Landlord ("Preliminary Space Plan"), in
accordance with the schedule set forth in paragraph 6 of this Work Letter
("Schedule") for information only.

        2.2 Final Space Plan. Tenant's Representative shall furnish to Landlord
a final schematic drawing depicting the Premises with walls, doors, windows,
columns and structural elements, based on site visits, other information
obtained by Tenant or Tenant's Representatives, and the Building Plans ("Final
Space Plan"), in accordance with the Schedule. Landlord shall review and approve
the Final Space Plan with reasonable written conditions, if any, in accordance
with the Schedule.

        2.3 Construction Documents. Tenant shall cause to be prepared all
documents required to obtain a building permit from the City of San Diego for
the Work, including any corrections or changes requested by the City of San
Diego ("Construction Documents") in accordance with the Schedule. The
Construction Documents shall be consistent with the Final Space Plan, design
plans, if any, and the Building Standards. Tenant shall submit Construction
Documents including the list of bid alternates, if any, to Landlord in
accordance with the Schedule. The Landlord shall review and approve with
reasonable conditions, if any, in accordance with the Schedule. Tenant shall
reasonably comply with



                                     Page 1
<PAGE>

Landlord's conditions, if any, by modifying the Construction Documents prior to
the issuance of building permits.

        2.4 Design/Engineering Fees. Fees paid to BSHA Architects & Interior
Design for preparation of the Preliminary Space Plan, the Final Space Plan,
working drawings, and services for processing and obtaining building permits and
Change Orders, and other services related to the Work not to exceed Forty Five
Thousand Eight Hundred Seventy-Two Dollars ($45,872.00) ($2.00 times Usable
Square Footage of 22,936 usable square feet) shall be part of the Tenant
Improvement Allowance. All above mentioned fees exceeding $45,872.00 shall be
paid by Tenant and not a part of the Tenant Improvement Allowance.

        2.5 Landlord's Review of Plans and Documents. Landlord's review of plans
during design and construction of Work is selective for the benefit of Landlord
only. A Building Standard, provision in the Amended Planned Industrial
Development Permit No. 85-0830 ("PID") or other similar document may only be
amended, modified or waived as specifically set forth in writing by Landlord.
Any provision of a PID and/or governmental requirement that is amended, modified
or waived must be specifically approved by the appropriate government entity
prior to final approval by the Landlord.

3. COST ESTIMATES.

        3.1 Preliminary Cost Estimates. Landlord shall obtain preliminary cost
estimates and deliver to Tenant for approval with conditions, if any, in
accordance with the Schedule.

        3.2 Final Cost Estimates. Landlord shall deliver to tenant Final Cost
Estimates in accordance with the Schedule.

        3.3 Contractors. Roel Construction shall be the general contractor
("Roel").

4. Building Permit. Tenant or Tenant's Representative shall submit to the City
of San Diego all Construction Documents required to obtain building permits in
accordance with the Schedule. The building permits shall be issued to the
Landlord and all fees shall be paid by the Landlord as part of the Tenant
improvement Allowance. Furthermore, Tenant, Tenant's Representative and Roel
shall conduct all processing and coordination with the City of San Diego
required for the issuance of building permits for the Work.

5. CONSTRUCTION CONTRACTS.

        5.1 Tenant or Tenant's Representative shall prepare a bid package for
distribution to the subcontractor(s) and submit to Landlord for review. Landlord
shall approve the bid package with reasonable conditions, if any, in accordance
with the Schedule.

        5.2 Landlord shall prepare a contract for the Work with Roel and submit
to Tenant for review in accordance with the Schedule. Tenant shall approve the
contract with conditions, if any, in accordance with the Schedule.

        5.3 Landlord shall execute a construction contract ("Construction
Contract") with Roel. Landlord shall deliver to Tenant a copy of the
Construction Contract in accordance with the Schedule.

6. SCHEDULE. Tenant and Landlord shall comply with the following Schedule.



                                     Page 2
<PAGE>

                                    SCHEDULE

<TABLE>
<CAPTION>
                            ACTION                                      RESPONSIBILITY          DUE DATE
                            ------                                      --------------          --------
<S>                                                                     <C>                    <C>
a)   Deliver to Tenant best available shell building plans &               Landlord            Completed
     information

b)   Deliver to Landlord for approval Preliminary Space Plan               Tenant              Completed

c)   Deliver to Tenant written notice approving Preliminary Space          Landlord            Completed
      Plan or disapproving with detailed written comments

d)   Deliver to Tenant preliminary cost estimate                           Landlord            Completed

e)   Deliver to Landlord written approval of preliminary cost              Tenant
     estimate with conditions, if any

f)   Select general contractor                                             Landlord/Tenant     Completed

g)   Deliver to Landlord for approval Final Space Plan                     Tenant              11/23/93

h)   Deliver to Tenant written notice approving Final Space Plan           Landlord            11/24/93
     with conditions, if any

i)   Deliver to Landlord Construction Documents                            Tenant              12/1/93

j)   Deliver to Tenant written approval of Construction                    Landlord            12/8/93
      Documents with conditions, if any

k)   Submit Construction Documents to City of San Diego for                Tenant              12/1/93
     permits

l)   Prepare bid package and deliver to Landlord for approval              Tenant              12/1/93

m)   Deliver to Roel bid package as approved by Landlord                   Landlord            12/8/93

n)   Deliver to Tenant Construction Contact, bids and                      Landlord            12/15/93
     recommended subcontractors in each line item of budget

o)   Deliver to Landlord written approval with conditions, if any, of      Tenant              12/20/93
     Construction Contract and bids in each line item of budget.

p)   Execute Construction Contract. Deliver to Tenant copies of            Landlord            12/23/93
     executed Construction Contract, final budget and
     construction schedule

q)   Process and obtain City building permits                              Tenant              12/23/93

r)   Commence construction of Work                                         Landlord            1/3/94

s)   Substantial Completion of Work                                        Landlord            3/15/94
</TABLE>

NOTE: The documents in the Schedule are deemed delivered when received in good
condition by the following which may be changed upon written notice:



                                     Page 3
<PAGE>


To Tenant:                           HNC, Inc.
                                     5501 Oberlin Drive
                                     San Diego, California 92121
                                     Attn: Hugh D. Gerfin

To Tenant's Representative:          Ms. Beverly Thompson
(Interior Designer)                  BSHA Architects & Interior Design
                                     919 4th Avenue
                                     San Diego, California 92101

To Landlord                          PacCor Partners
                                     11939 Rancho Bernardo Road, Suite 200
                                     San Diego, California 92128
                                     Attn: Robert C. Henkel

To Landlord's Representative:        Mr. Gary Carter
                                     PacCor Management Company
                                     11939 Rancho Bernardo Road, Suite 200
                                     San Diego, California 92128

7. Administration of Construction. Landlord shall administer the construction of
the Work in accordance with the Work Letter, the Construction Contract and the
Lease.

        Landlord shall notify Tenant of all regularly scheduled construction
meetings during the course of construction of the Work. Tenant shall have the
right but not the obligation to attend all construction meetings.

8. PAYMENT OF TENANT IMPROVEMENT ALLOWANCE. Landlord shall make monthly progress
payments to Roel of the Tenant Improvement Allowance pursuant to the following
conditions and computations:

        8.1 Landlord shall deliver to Tenant copies of Roel's approved monthly
payment request ("Payment Request").

        8.2 At such time as Landlord has expended the Tenant Improvement
Allowance, Tenant shall reimburse Landlord for the entire remaining balance of
the cost of the Work or the amount due under the Construction Contract,
whichever is greater. After the Tenant Improvement Allowance has been expended,
Tenant shall reimburse Landlord the amount of the Payment Request within
fourteen (14) days of receipt of the Payment Request by Tenant.

9. CHANGE ORDERS.

        9.1 Any deviation from the Construction Contract during the construction
of the Work shall be via a change order from Landlord to Roel except for minor
changes that are made by Roel which are within normal construction practices in
the San Diego Area ("Change Order").

        9.2 Either Tenant or Landlord may prepare and submit a Change Order to
the other party for approval. The Change Order shall include the change in the
contract price and the number of days of delay, if any, in Substantial
Completion.

        9.3 Within two (2) business days after receipt of a Change Order, a
party shall give the other party notice of its approval or disapproval including
the reason for disapproval. Tenant and Landlord agree to meet and confer within
three (3) business days after receipt of the Change Order regarding any Change
Order not approved. Tenant shall reimburse Landlord for outside consultants'
fees for the review of a Change Order if (i) Landlord does not reasonably have
the expertise among its employees to



                                     Page 4
<PAGE>


properly review a specific Change Order, and (ii) Tenant consents to the
retaining of an outside consultant.

        9.4 Landlord and Tenant agree not to unreasonably disapprove a Change
Order. Both parties agree to use reasonable effort to process a Change Order
expeditiously. When a Change Order has been signed by Landlord, Roel and Tenant,
the contents thereof shall be binding on all parties.

10. SPECIFIC LANDLORD CONCERNS RE CONSTRUCTION DOCUMENTS AND CHANGE ORDERS.

        10.1 Landlord has identified below certain areas of intense concern
which are most likely to generate condition(s) to approval by Landlord during
Landlord's review of plans, drawings, specifications and a Change Order, and
therefore may result in a disapproval or the necessity to retain outside
consultants.

                10.1.1 Any aspects of the Work that may endanger the structural
integrity of the Premises, the Building and/or the Project;

                10.1.2 Any aspects of the Work altering the Project utility
services or utilities serving Landlord's other tenants;

                10.1.3 Any aspect of the Work which is a material deviation from
the Building Standards;

                10.1.4 Any aspects of the Work which violate the conditions of
the PID, any State or municipal code or public agency ordinance, or regulation
and the applicable Declaration of Conditions, Covenants & Restrictions
("CC&R's).

                10.1.5 Any aspects of the Work to the Premises which will be
visually unattractive from the exterior of the Premises.

                10.1.6 Penetration or modification of the Building roof or
shell.

                10.1.7 Reduction in the number of parking stalls in the Project.

                10.1.8 Increase in rentable areas which may cause a reduction in
buildable area available to Landlord with respect to future expansion of the
Project.

11. TENANT'S VISIT TO PREMISES.

        11.1 Upon execution of the Lease, Tenant shall have access to the
Premises for the purpose of planning and design seven (7) days a week,
twenty-four (24) hours a day, subject to all applicable codes, ordinances, law
and governmental restrictions, except that Tenant shall not interrupt or
interfere with the activities of Landlord or other tenants of the Project.

        11.2 Tenant hereby indemnifies and agrees to hold Landlord, Landlord's
Representatives and the Project free and harmless of any and all costs, claims,
damages, liens, losses and expenses of any kind or nature, arising out of or
resulting from such entry and/or activity upon the Project, Building or Premises
by Tenant and Tenant's Representatives, except to the extent caused by
Landlord's negligence or intentional misconduct.

        11.3 All of Tenant's personal property brought upon or installed in the
Premises before the delivery of possession shall be at Tenant's risk, and
neither Landlord nor Landlord's Representatives shall be responsible for any
damage, losses or destruction thereof, except for Landlord's willful misconduct.
All Tenant's installations shall conform with all applicable governmental
regulations and codes.



                                     Page 5
<PAGE>


12. BONDS/GUARANTEE. Landlord may at its election require the contractors to
provide for the benefit of Landlord from a company acceptable to Landlord a
performance and completion bond to assure the completion of the Work and the
payment of all labor and material costs.

13. INSURANCE. Landlord shall require contractors to maintain adequate insurance
as a cost of Tenant Improvement Allowance.

14. LANDLORD'S FEE. No fee, charge, out-of-pocket costs, general conditions,
overhead or profit shall be chargeable by Landlord to Tenant in connection with
Landlord's supervision of Work, except as provided in Paragraph 9.3 above.

15. ARBITRATION OF DISPUTES. If either party disapproves any designs, plans and
specifications submitted by the other party pursuant to this Work Letter, the
disapproving party shall as soon thereafter as reasonably possible, submit for
the issuing party's approval revised designs, plans and specifications. Within
three (3) business days after receipt of such revised designs, plans and
specifications, the issuing party shall notify the disapproving party of
approval or disapproval of such revisions. If the issuing party disapproves such
revised designs, plans and specifications, then the disapproving party may, at
its election, notify the issuing party in writing of the submission of the
dispute to arbitration pursuant to this paragraph. Such arbitration shall be
settled by binding arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association.

16. DEFINED TERMS. All defined terms (capitalized words) shall have same meaning
as in the Lease. "Business days" shall mean Monday through Friday, excluding all
federal and state holidays.

ACCEPTED AND APPROVED:

PACCOR PARTNERS

By:  PACCOR MANAGEMENT COMPANY
     A general partner

     By:
        ----------------------------------------
          Its:
              ----------------------------------
HNC, INC., a California corporation

     By:
        ----------------------------------------
          Its:
              ----------------------------------



                                     Page 6
<PAGE>

                      BUILDING/TENANT IMPROVEMENT STANDARDS
                                       FOR
                             PACIFIC CORPORATE PARK

These Building/Tenant Improvement Standards consists of the following Sections:

I.        GENERAL
II.       LANDLORD'S RESPONSIBILITIES
III.      TENANT'S RESPONSIBILITIES
IV.       IMPROVEMENTS PROVIDED BY LANDLORD
V.        IMPROVEMENTS PROVIDED BY TENANT
VI.       DESIGN CRITERIA
          A.   Architectural Criteria
          B.   Interior Improvement Criteria
          C.   Signage Criteria
          D.   Electrical Criteria
          E.   Plumbing Criteria
          F.   Mechanical Criteria
          G.   Sprinkler Criteria
VII.      CONSTRUCTION REGULATIONS
VIII.     TENANT'S CONSTRUCTION DOCUMENT SUBMITTAL
IX.       TENANT IMPROVEMENT STANDARD SPECIFICATIONS



                                   EXHIBIT D
<PAGE>


All defined terms in this Exhibit D shall have the same meaning as in the Lease.

I.      GENERAL

        A.      Pacific Corporate Park is designed to be a highly successful
                office building center. It is expected that tenant improvements
                and signage may represent a variety of design styles. PacCor
                Partners ("Landlord") intends to provide Tenant with reasonable
                latitude with this aspect of design. At the same time, Landlord
                will discourage tenant improvements and signage design that
                would conflict significantly with the general design of the
                buildings. These matters are more fully addressed in section VI
                of these Building/Tenant Improvement Standards For Pacific
                Corporate Park ("Building Standards").

                In providing the Building Standards, it is Landlord's intent to
                simplify the effort of Tenant in securing Landlord's approval of
                tenant improvements and/or alterations to be constructed by
                Tenant through a clear understanding of the responsibility of
                each party. The Building Standards are intended to aid Tenant in
                designing its improvements in a timely manner, with the least
                disruption to other tenants, Landlord, and Landlord's
                contractors and agents.

                In the event of any conflict between the Building Standards, the
                Office Lease (the "Lease"), and the Work Letter, the provisions
                of the Lease and Work Letter will govern.

II.     LANDLORD'S RESPONSIBILITIES

                Landlord accepts the responsibility of providing assistance to
                Tenant, Tenant's architects, engineers and other consultants,
                and to Tenant's contractors, subcontractors and suppliers
                (collectively "Tenant's Contractors") to complete their work in
                the shortest time. To this end, Landlord may stringently enforce
                the provisions of the Building Standards and any other
                reasonable rules of conduct for design and construction.

        B.      Other responsibilities of Landlord are as follows:

                1.      Make available to Tenant and Tenant's Representatives a
                        person designated by the Landlord to be responsible for
                        providing information, review of Tenant's drawings, to
                        have final approval authority for all submittals, and to
                        resolve disputes between tenants.

                2.      Meet with Tenant and Tenant's Representatives in a
                        preliminary meeting to clarify details of Tenant's
                        tenant improvement process.

                3.      Provide Tenant and Tenant's Representatives with copies
                        of Landlord's construction documentation reasonably
                        required by Tenant to design Tenant's tenant
                        improvements.

                4.      Define the improvements in the Premises provided by
                        Landlord.

                5.      When necessary, refer Tenant and Tenant's
                        Representatives to Landlord's engineering and design
                        agents.

                6.      Review Tenant's submittals in accordance with the time
                        periods set forth herein and specify any elements which
                        are disapproved.

                7.      Use Landlord's best effort to ensure that Tenant's Work
                        is not unreasonably affected by the work of other
                        tenants or their agents.

III.    TENANT'S RESPONSIBILITIES

        A.      "Tenant's Work" shall include all work in the Premises other
                than improvements provided by Landlord described in Section IV
                hereof.


                                     Page 1
<PAGE>

        B.      Tenant shall review Landlord's construction documentation,
                inspect the Premises, and promptly indicate any deficiencies of
                work to be completed by Landlord.

        C.      Tenant and Tenant's Representatives are responsible for
                requesting additional documentation or clarifications from
                Landlord if they feel that construction documentation provided
                by Landlord is inadequate or incomplete.

        D.      Tenant shall be thoroughly familiar with all aspects of the
                Lease applicable to Tenant's Work and the contents of these
                Building Standards.

        E.      Tenant shall be aware of the improvements provided by Landlord
                ("Landlord's Work").

        F.      Tenant shall select qualified and professional persons to act as
                design consultants and as Tenant's Contractors.

        G.      Tenant shall ensure that Tenant's design consultants and
                Tenant's Contractors are familiar with and comply with the
                contents of these Building Standards, applicable provisions of
                the Lease, and all City, County, State, and other governmental
                ordinances, rule, regulations, and codes pertaining to Tenant's
                work.

        H.      Tenant shall insure that the contractors engaged by Tenant to
                perform Tenant's Work shall be bondable and licensed in the
                State of California. The selection of such firm(s) are in the
                discretion of Tenant, subject to the reasonable approval of
                Landlord. By approving Tenant's Contractors, Landlord assumes no
                liability for the work completed by, or other obligations of,
                Tenant's Contractors.

        I.      Tenant shall ensure the cooperation of Tenant's Representatives
                with Landlord and Landlord's agents and other Tenants and their
                agents while at Pacific Corporate Park.

        J.      Tenant shall ensure that all submittals and resubmittals of
                Tenant's plans and specifications are made properly and in
                accordance with the timetables set forth in Section VIII of
                these Building Standards. After Landlord's approval of Tenant's
                plans and specifications, such drawings shall become
                "Construction Documents".

        K.      Tenant shall ensure that Construction Documents are in a
                condition that reasonably illustrate the design intent to
                construct and maintain the Premises. Tenant shall, upon request,
                provide Landlord with a color board of finishes set forth in the
                Construction Documents.

        L.      Tenant shall obtain and transmit to Landlord prior to
                commencement of Tenant's Work copies of all permits with respect
                to Tenant's Work required by the City, County of San Diego,
                and/or any utility service.

        M.      If required by Landlord in its sole discretion, Tenant or
                Tenant's Contractors shall furnish a bond or other security in
                form satisfactory to Landlord covering the prompt and faithful
                performance of Tenant's Work in an amount equal to one hundred
                twenty-five percent (125%) of the cost thereof.

        N.      Tenant shall not allow the Premises to be occupied until
                Tenant's sprinkler system has been inspected, approved and put
                into operation, and Tenant has received a Certificate of
                Occupancy from the Building Department of the City of San Diego.
                Tenant shall deliver to Landlord the Original Certificate of
                Occupancy immediately upon receipt from the City of San Diego.

        O.      Tenant and Tenant's Contractors shall be responsible for the
                security of the Premises during the period of construction,
                including re-keying, if required, of Tenant's doors after
                completion of construction. Landlord shall have no liability for
                any loss or damage, including theft of building materials,
                equipment or supplies.



                                     Page 2
<PAGE>

        P.      Tenant shall, within ten (10) working days after the completion
                of Tenant's Work, execute and file of record, or cause to be
                filed of record, a notice of completion with respect thereto in
                a form complying with the applicable provisions of the
                California Civil Code specifying the names of Tenant's
                Contractors and the location of the work done. Tenant shall
                furnish to Landlord a conformed copy thereof after recordation.

        Q.      Tenant shall ensure that Tenant's Contractors exercise caution
                in matters relating to public safety and to prevent damage to
                the Common Areas and other leased areas. Tenant shall be
                responsible for any damage or liability occurring by reason of
                the acts or omissions of Tenant's Contractors.

        R.      Tenant shall require that Tenant's Contractors and other
                Representatives cause all supplies, materials, equipment, or
                trash being delivered to or removed from the Premises across the
                Common Areas or within the elevators, which requires the use of
                dollies or hand trucks, to be transported on dollies or hand
                trucks with soft rubber tires.

IV.     IMPROVEMENTS PROVIDED BY TENANT

        A.      The following is a complete description of Landlord's Work,
                which shall be performed at Landlord's expense. Landlord's Work
                shall be completed in accordance with Landlord's plans. Where
                two (2) or more types of materials or structures are indicated,
                the option of selection shall be with Landlord. Landlord shall
                at all times have the option, in its sole discretion, of
                replacing or changing materials or structures with comparable or
                like quality or kind without prior notice to Tenant. Landlord's
                Work shall be designed by Landlord's designers and consultants
                and shall include the installation of the following:

                1.      A structural floor designed to support a live load as
                        set forth in the Lease and Work Letter. No load shall be
                        imposed by the Tenant upon the Premises in excess of
                        this limit.

                2.      Columns on the interior or on the periphery of the
                        Premises are not necessarily encased.

                3.      Unfinished overhead consisting of structural,
                        mechanical, plumbing and electrical elements as shown on
                        Landlord's plans, subject to any field modifications
                        reasonably authorized by Landlord.

                4.      Fire rated corridors and stairwells where required in
                        Common Areas, but not including any areas within
                        Tenant's Premises.

                5.      Walls along the exterior of the Building consisting of
                        glazing and finished exterior materials, but with
                        unfinished studs or appropriate channels on the
                        interior.

                6.      Acoustical and thermal insulation as provided on
                        Landlord's plans.

                7.      Other improvements as and to the extent described in the
                        Design Criteria set forth in Section VI hereof as
                        follows:

                        Electrical      Paragraph D
                        Plumbing        Paragraph E
                        Mechanical      Paragraph F
                        Sprinklers      Paragraph G

                8.      Tenant agrees that Tenant's acceptance of the Premises
                        after completion of Landlord's Work shall constitute
                        Tenant's approval of same, except for any deficiencies
                        which Tenant has advised Landlord in writing within ten
                        (10) business days of the time when Tenant accepts the
                        Premises. Except as described in such notice, Tenant
                        hereby waives any



                                     Page 3
<PAGE>

                        right to claim or bring an action of any kind, direct or
                        indirect, latent or patent, against Landlord arising out
                        of the condition of the Premises, appurtenances thereto,
                        the improvements therein or the equipment therein, and
                        Landlord shall have no liability therefor.
                        Notwithstanding the foregoing, Landlord shall warrant
                        the Premises against defects in workmanship in
                        connection with Landlord's Work for a period of one (1)
                        year from the date of completion thereof. Tenant shall
                        not refuse to accept delivery of the Premises as a
                        result of a "punchlist," unless any such defect
                        unreasonably precludes Tenant's Contractors from
                        proceeding with Tenant's Work.

                9.      The work to be done by Landlord in satisfying its
                        obligation to construct the Premises shall be limited
                        only to those improvements described in this Section IV
                        hereof unless agreed by Landlord in writing.

V.      IMPROVEMENTS PROVIDED BY LANDLORD

        A.      All items of construction other than described in Section IV
                shall be performed diligently by Tenant, at Tenant's expense,
                in a workmanlike manner and in accordance with Tenant's
                Construction Documents. Tenant's Work will include, but not be
                limited to, the installation and performance of the following:

                1.      Any modifications, approved in writing by Landlord, to
                        the interior of the Premises as shown on Landlord's
                        plans.

                2.      Drywall and taping of the interior side of walls
                        demising the Premises and the interior side of exterior
                        walls of the Premises.

                3.      Partitions and walls within the Premises.

                4.      All ceilings.

                5.      All interior painting, wallpaper and other finishes.

                6.      All floor coverings and floor finishes, preparations of
                        surfaces to receive same, special reinforcing and
                        floating of any irregularities or depressions in the
                        concrete floor.

                7.      Office fixtures and furnishings.

                8.      Stairways and elevators within the Premises, dumb
                        waiters, chutes, conveyers, pneumatic tubes and their
                        shafts, doors, and other components, including required
                        electrical hookups for such equipment and the cost of
                        any engineering and structural changes resulting from
                        penetrations of the slab.

                9.      Signs and related attachments. The method of attachment
                        including structural calculations, if required, shall be
                        provided to Landlord prior to construction of any such
                        appendages.

                10.     Electrical work and equipment, including wiring from the
                        meter room to the Premises in conduit provided by
                        Tenant, required transformers, and lighting and time
                        clocks. Electrical requirements are more particularly
                        described in Section VI.


                11.     Telephone service and equipment, telephone conduit,
                        cabinets, and outlets within the Premises, including
                        wiring conduit from the terminal board provided by
                        Landlord to the Premises.

                12.     Internal communications, security, fire and smoke
                        detection, and alarm systems.



                                     Page 4
<PAGE>

                13.     Any plumbing fixtures and accessories, toilets, water
                        heaters, water treatment systems and drinking fountains,
                        together with plumbing thereto, connected to services
                        stubbed to the Premises as shown in Landlord's plans.
                        Plumbing requirements are more particularly described in
                        Section VI.

                14.     All heating, cooling, ventilating equipment, ducting,
                        condensate lines, and hookups within the Premises.
                        Mechanical requirements are more particularly described
                        in Section VI.

                15.     All additions and modifications to, and relocation of,
                        the fire sprinkler system installed by Landlord pursuant
                        to Landlord's plans. Sprinkler requirements are more
                        particularly described in Section VI.

                16.     Any engineering costs incurred by Landlord for review of
                        structural changes proposed by Tenant shall be paid
                        according to the Lease and Work Letter. Tenant shall not
                        notch, core, cut or otherwise modify the structure of
                        the Building without Landlord's written approval.

VI.     DESIGN CRITERIA

        A.      Architectural Criteria:

                1.      Tenant's Work must be designed and constructed by
                        Tenant's architect and Tenant's Contractors to meet all
                        applicable City, County, State and other governmental
                        ordinances, rules, regulations and codes, and be
                        constructed to the highest standards of quality
                        consistent with the Common Areas of the Premises.
                        Landlord's approval of Tenant's Construction Documents
                        shall not be deemed a certification by Landlord or
                        Landlord's Representatives that Tenant's Construction
                        Documents comply with building codes or other
                        governmental requirements.

                2.      Tenant shall retain, at Tenant's expense, Tenant's
                        architect, along with other consultants for the design
                        of Tenant's Construction Documents Tenant's Construction
                        Documents shall include interior design, signage,
                        electrical, plumbing, mechanical and sprinkler systems.
                        The design firm of Howard-Sneed Interior Architecture
                        ("Tenant's Architect") is approved by Landlord.

                3.      Tenant's Architect will be provided with a copy of those
                        portions of Landlord's plans reasonably required to
                        complete the Construction Documents. Tenant's Architect
                        shall be responsible for verifying Building drawings and
                        specifications for the Premises delivered to Tenant by
                        Landlord.

        B.      Interior Improvement Criteria:

                1.      Landlord shall provide a building shell in accordance
                        with Landlord's plans. Construction shall generally be
                        type V, 1 hr. rated (sprinklered in lieu of 1 hr.
                        protection) for B2 occupancies. All structural columns
                        and beams within the Premise are exposed and will not be
                        protected.

                2.      Tenant shall install at least 2 1/2" X 25 GA (min.)
                        metal studs @ 16" o.c. w/5/8", type X drywall each side,
                        continuous from floor slab to the structure above on
                        Tenant's side of each demising wall. Drywall will be
                        fire-taped, spackled, and sealed air tight in order to
                        achieve a one (1) hour rating of the demising wall.
                        Demising walls between Tenant spaces must be finished
                        with orange peel medium wall texture, R.11 batt
                        insulation in cavities and 1 hr. rated w/STC.50.



                                     Page 5
<PAGE>

                3.      Tenant shall not penetrate the drywall which encloses
                        any fire corridor or exit stairwell without the prior
                        written approval of Landlord. Any penetrations shall
                        maintain the fire rating of the corridor or stairwell.

                4.      Tenant's Architect shall indicate on Tenant's
                        Construction Documents, referencing Building grid lines
                        and the structural supporting members, the precise
                        location, size, and weight of all safes, Tri-Water
                        System equipment, and other heavy fixtures or equipment.
                        Any required structural changes to accommodate such
                        equipment or loading, including slab, other structural
                        penetrations, or the reinforcing of the Building
                        structure, must have the prior review and approval of
                        the Landlord, Landlord's designer and/or Landlord's
                        structural engineer, with the cost of such review to be
                        paid according to the Lease and Work Letter. Tenant
                        shall contract directly with Landlord's consultant for
                        such review and be solely responsible for paying the
                        cost of same.

                5.      The studs provided by Landlord for demising walls or
                        corridors are not designed to accommodate cantilevered
                        or eccentric loads. For such loads, Tenant shall
                        reinforce the wall as required by inserting additional
                        studs or by other appropriate means. Tenant's
                        Construction Documents shall include details of any such
                        reinforcement.

                6.      Any interior stairwells and/or elevators shall require
                        the prior review and approval of Landlord, Landlord's
                        designer and/or structural engineer. Tenant shall
                        contract directly with Landlord's consultant for such
                        review, with all costs paid as set forth in the Lease
                        and the Work Letter.

                7.      If Tenant's Construction Documents include Tri-Water
                        Systems ducts which penetrate through any floor level,
                        such ducts must be enclosed in properly rated shafts and
                        incorporate appropriate fire-dampers.

                8.      Any roof top penetrations will be sealed by Landlord's
                        roofing contractor. Tenant shall contract directly with
                        Landlord's roofing contractor for such work and pay the
                        reasonable cost of same.

                9.      Interior finishes within the Premises will be
                        appropriate for the type and quality of Tenant's
                        operation.

                10.     Tenant shall install proprietary materials, products or
                        assemblies denoted by an asterisk (*) in section IX of
                        the Building Standards.

        C.      Signage Criteria:

                        Tenant shall provide submittals or shop drawings of
                        Tenant's proposed exterior signage for Landlord's review
                        and approval, subject to the Lease and Exhibit L. Tenant
                        shall not proceed with the fabrication or installation
                        of signage without the prior written approval by
                        Landlord of Tenant's final sign plans, which approval
                        shall not be unreasonably withheld.

        D.      Electrical Criteria:

                        Prior to the preparation of Tenant's electrical plans
                        and specifications for the Premises. Tenant's electrical
                        engineer shall thoroughly familiarize himself with these
                        Building Standards, Landlord's plans, applicable local
                        building codes, and existing job conditions. Tenant's
                        electrical plans shall be prepared in full knowledge of
                        and in compliance with these Building Standards, and all
                        City, County, State and other governmental ordinances,
                        rules, regulations, and codes relating thereto
                        including, without limitation, the Energy Conservation
                        Requirements of Title 24 of the California
                        Administrative Codes ("Title 24"). Tenant's
                        electrical engineer shall be licensed in the State of
                        California and qualified to



                                     Page 6
<PAGE>

                        prepare Tenant's electrical plans. Electrical plans
                        prepared by other than a duly licensed electrical
                        engineer will not be accepted by Landlord for review.

                2.      Tenant's electrical engineer shall verify that the
                        electrical service available to the Premises is adequate
                        to satisfy Tenant's requirements.

                3.      All Tenant's Work must be designed in order to comply
                        with Title 24, and include the required signed statement
                        of Title 24 design compliance written on Tenant's
                        electrical plans.

                4.      Landlord shall provide facilities for the delivery of
                        120/208 volt 3 phase power from a central distribution
                        point located within the main electric room designated
                        on Landlord's plans (the "Electric Room").

                5.      Tenant shall extend service by feeder wires and conduits
                        provided by Tenant to Tenant's Premises from the main
                        electrical switch located in the Electric Room. All work
                        by Tenant's electrical subcontractor in the Electric
                        Room shall be performed under the supervision of
                        Landlord or Landlord's Representatives.

                6.      Except for that portion of electrical work installed by
                        Landlord as set forth in the Work Letter, Tenant shall
                        install all electrical work necessary for the electrical
                        distribution system within the Premises including,
                        without limitation, the main electric disconnect switch,
                        transformers, electrical panels, other disconnect
                        switches, conduit, wire, light fixtures, controls,
                        timers and time clocks, smoke detectors, alarms, and
                        security systems. Tenant, at its expense, shall arrange
                        and pay for electrical service and meters provided by
                        the local electric utility company.

                7.      Temporary electrical facilities for construction power
                        will not be available from Landlord. Tenant's electrical
                        contractor must provide temporary facilities from
                        Tenant's panel and make application for electrical
                        service to the local utility company for construction
                        power. This should be the first item accomplished
                        within the Premises by Tenant. Landlord shall pay for
                        utilities as provided in the Lease and Work Letter.

                8.      Transformers shall be floor supported and not suspended
                        from the structure. Noise level should be a maximum of
                        50 dB average, measured a distance of one (1) foot from
                        the case.

                9.      Tenant shall connect Tenant's telephone and
                        communications service by feeder wires and conduit as
                        required to access Tenant's telephone backboard within
                        the Premises.

                10.     Tenant's electrical plans shall be submitted to Landlord
                        as a part of the Tenant's Construction Documents
                        Submittal (Section VIII below). Tenant's electrical
                        plans shall include the following:

                        a.      Electrical floor plan at 1/8" scale or larger.

                        b.      Reflected ceiling plan showing all elements of
                                the proposed design including lighting at 1/8"
                                scale or larger.

                        c.      Electrical riser diagram which shall include,
                                without limitation, the size of the main service
                                switch, fuse size at main service switch, and
                                wire size and type from main service switch.

                        d.      Electrical panel schedule, including circuit
                                breaker sizes and all connected loads.



                                     Page 7
<PAGE>

                        e.      Lighting fixture schedule which shall include
                                type of lamps, mounting, wattages, quantities,
                                and manufacturers catalog number. Submittals
                                shall also include catalog cuts of all light
                                fixtures proposed for use by Tenant.

                        f.      Interior elevations and details sufficient for
                                review of Tenant's electrical system.

                        g.      Tri-Water System control diagrams and
                                schematics, as required by the Mechanical
                                Criteria (Section VI.F below).

                        h.      Electrical load summary which shall include all
                                connected and demand load calculations.

                        i.      Equipment and material specifications.

                        j.      Completed "Form 5" and "Form 7" with required
                                calculations as required by Title 24.

                11.     Landlord shall review Tenant's electrical plans in
                        accordance with the Tenant's Construction Documents
                        Submittal for conformance with the provisions hereof.
                        Where Tenant's electrical plans conflict with these
                        Building Standards, the provisions of these Building
                        Standards shall prevail. Landlord's approval shall not
                        be deemed to certify that Tenant's electrical plans
                        comply with building codes or other governmental
                        requirements and shall not relieve Tenant and Tenant's
                        Representatives of the responsibility to verify all job
                        conditions including, without limitation, dimensions,
                        locations and clearances. Tenant is responsible to
                        obtain all necessary permits for the installation of
                        Tenant's temporary power and other electrical work.

                12.     Landlord shall notify Tenant in writing whether Tenant's
                        electrical plans are approved or rejected by Landlord
                        for specified deficiencies. Tenant's electrical engineer
                        shall make all corrections to bring Tenant's electrical
                        plans into compliance and resubmit in accordance with
                        the requirements of the Tenant's Construction Documents
                        Submittal.

        E.      Plumbing Criteria:

                1.      Prior to the preparation of Tenant's plumbing plans and
                        specifications for the Premises, Tenant's plumbing
                        engineer shall thoroughly familiarize himself with these
                        Building Standards, Landlord's plans, all applicable
                        local building codes, and existing job conditions.
                        Tenant's plumbing plans shall be prepared in full
                        knowledge of and in compliance with these Building
                        Standards, and all City, County, State and other
                        governmental ordinances, rules, regulations and codes
                        relating thereto including, without limitation,
                        requirements of Title 24. Tenant's plumbing engineer
                        shall be licensed in the State of California and
                        qualified to prepare Tenant's plumbing plans. Plumbing
                        plans prepared by other than a duly licensed plumbing
                        engineer will not be accepted by Landlord for review.

                2.      Landlord shall provide piping laterals for domestic
                        waste, sewer and venting stubbed to locations at each
                        floor, or below the Premises in the case of sewer
                        service, in sizes shown on Landlord's plans.

                3.      Tenant's plumbing engineer shall verify that the
                        plumbing and related services available to the Premises
                        are adequate to satisfy Tenant's requirements.

                4.      Tenant shall connect to and extend all piping as may be
                        necessary for Tenant's Work from the stub-ins provided
                        by Landlord.



                                     Page 8
<PAGE>

                5.      Tenant may provide equipment for the heating of domestic
                        water. Water heaters may either by electric or an
                        instant heat variety. Electric hot water heaters shall
                        sit in metal drain pans connected to an overflow drain
                        source and have a pressure temperature relief valve
                        discharging into a code approved point of disposal. All
                        hot water heaters must conform with Title 24.

                6.      Plumbing fixtures and fittings shall be of commercial
                        quality.

                7.      Tenant shall ensure that all slab penetrations within
                        the Premises are properly sealed and remain water-tight
                        to prevent possible damage from leakage. Tenant shall
                        exercise caution during all core drilling activities to
                        prevent damage caused by leakage and falling debris. Any
                        damage resulting from core drilling by Tenant's
                        Contractors shall be at the sole risk and expense of the
                        Tenant.

                8.      Tenant's plumbing subcontractor shall flush and
                        chlorinate all domestic water piping within the Premises
                        and provide a copy of the Test Certification before
                        connecting to Landlord's domestic water system.

                9.      Tenant's plumbing plans shall be submitted to Landlord
                        as a part of the Tenant's Construction Documents
                        Submittal. Tenant's plumbing plans shall include the
                        following:

                        a.      Floor plan at 1/8" scale or larger that shows
                                all fixtures and piping and all connections to
                                Landlord's utility systems.

                        b.      Schematic diagram of water service.

                        c.      Schematic diagram of sanitary service.

                        d.      Schematic diagram of condensate and water heater
                                relief valve and drip pan drains.

                        e.      Schematic diagram of gas service, if applicable.

                        f.      Details of floor drains, clean-outs, fixtures
                                and other plumbing sufficient for construction
                                of Tenant's Work.

                        g.      Material and fixture specifications.

                10.     Landlord shall review Tenant's plumbing plans in
                        accordance with the Tenant's Construction Documents
                        Submittal for conformance with the provisions hereof.
                        Where Tenant's plumbing plans conflict with these
                        Building Standards, the provisions of these Building
                        Standards shall prevail. Landlord's approval shall not
                        be deemed to certify that Tenant's plumbing plans comply
                        with building codes or other governmental requirements
                        and shall not relieve Tenant and Tenant's
                        Representatives of the responsibility to verify all job
                        conditions including, without limitation, dimensions,
                        locations and clearances. Tenant is responsible to
                        obtain all necessary permits for the installation of
                        Tenant's plumbing work.

                11.     Tenant's Contractors shall pressure test any piping
                        systems prior to connection to the system installed by
                        Landlord for the Building.

                12.     Landlord shall notify Tenant in writing whether Tenant's
                        plumbing plans are, approved or rejected by Landlord for
                        specified deficiencies. Tenant's plumbing engineer shall
                        make all corrections to bring Tenant's plumbing plans
                        into compliance and resubmit in accordance with the
                        requirements of the Tenant's Construction Documents
                        Submittal.



                                     Page 9
<PAGE>

        F.      Mechanical Criteria:

                1.      Prior to the preparation of Tenant's mechanical plans
                        and specifications for the Premises, Tenant's mechanical
                        engineer shall thoroughly familiarize himself with these
                        Building Standards, Landlord's plans, all applicable
                        local building codes, and existing job conditions.
                        Tenant's mechanical plans shall be prepared in full
                        knowledge of and in compliance with these Building
                        Standards, and all City, County, State and other
                        governmental ordinances, rules, regulations and codes
                        relating thereto including, without limitation,
                        requirements of Title 24. Tenant's mechanical engineer
                        shall be licensed in the State of California and
                        qualified to prepare Tenant's mechanical plans.
                        Mechanical plans prepared by other than a duly licensed
                        mechanical engineer will not be accepted by Landlord for
                        review.

                2.      Landlord will provide a two pipe water loop system for
                        connection to the Tenant's water source heat pump(s).
                        Tenant's mechanical engineer will design the Tri-Water
                        System for the Premises based upon the system installed
                        by Landlord for the Building. Tenant may install an
                        auxiliary system as set forth in the Lease and Work
                        Letter.

                3.      Tenant's mechanical engineer shall verify that the
                        mechanical services available to the Premises are
                        adequate to satisfy Tenant's requirements. Tenant may
                        install an auxiliary system as set forth in the Lease
                        and Work Letter.

                4.      Tenant shall not install any mechanical equipment which
                        does not have a recognized service vendor in the San
                        Diego area capable of rendering service and repairs upon
                        a four (4) hour notice during working hours.

                5.      All of Tenant's Tri-Water Systems shall be located
                        within Tenant's Premises except an auxiliary system may
                        be installed on the roof, subject to Landlord's
                        approval. Tenant's Tri-Water System equipment, when
                        supported from above, must be supported from the
                        structural steel of the floor or roof above, with
                        appropriate acoustical attenuation, rather than the
                        deck. Support locations and methods shall be subject to
                        the review of the Landlord's structural engineer.

                6.      Tenant's Tri-Water Systems must be connected to Tenant's
                        smoke detector in order to shut down the Tri-Water
                        System upon an appropriate signal from the smoke
                        detectors, if required by code.

                7.      Street metal duct work shall meet the thickness and
                        installation standards of SMACNA and should have smooth
                        interiors with all seams, braces, stiffeners, and
                        hangers on the outside of the duct work. Seismic bracing
                        is to be provided per code and SMACNA standards.
                        Flexible duct connectors should be double neoprene
                        coated, 30 oz. glass fabric flexible connectors and
                        should be properly connected to 24 gauge metal fitted on
                        the duct connections at fan or at inlets and outlets.
                        Dampers should be manually operated, opposed blade, and
                        constructed of 24 gauge steel with locking quadrants.

                8.      Condensate drain piping not exceeding 3/4" in diameter
                        may be piped into the tail piece of Tenant's toilet room
                        lavatory. Piping of any larger diameter shall be
                        connected directly into the sewer system by method
                        approved by Landlord or Landlord's architect. Copper
                        condensate lines should be insulated to avoid line
                        sweating.

                9.      Access through Tenant's ceiling for service and
                        inspection of the mechanical equipment must be provided,
                        Access may be through factory access panels or removable
                        ceiling tiles.



                                    Page 10
<PAGE>

                10.     Tenant's mechanical plans shall be submitted to Landlord
                        as a part of the Tenant's Construction Documents
                        Submittal. Tenant's mechanical plans shall include the
                        following:

                        a.      Air distribution duct work at 1/8" scale or
                                larger.

                        b.      Equipment schedule with specification.

                        c.      Water piping showing valves and connection
                                points.

                        d.      Control wiring, including connections to work
                                provided Landlord.

                        e.      All connection details.

                        f.      Three (3) copies of Tenant's Tri-Water System
                                design calculations.

                        g.      Three (3) copies of the necessary calculations
                                and "Form 4" and "Form 6" as required by Title
                                24.

                11.     Landlord shall review Tenant's mechanical plans in
                        accordance with the Tenant's Construction Documents
                        Submittal for conformance with the provisions hereof.
                        Where Tenant's mechanical plans conflict with these
                        Building Standards, the provisions of these Building
                        Standards shall prevail. Landlord's approval shall not
                        be deemed to certify that Tenant's mechanical plans
                        comply with building codes or other governmental
                        requirements and shall not relieve Tenant and Tenant's
                        Representatives of the responsibility to verify all job
                        conditions including, without limitation, dimensions,
                        locations and clearances. Tenant is responsible to
                        obtain all necessary permits for the installation of
                        Tenant's mechanical work.

                12.     Landlord shall notify Tenant in writing whether Tenant's
                        mechanical plans are approved or rejected by Landlord
                        for specified deficiencies. Tenant's mechanical engineer
                        shall make all corrections to bring Tenant's mechanical
                        plans into compliance and resubmit in accordance with
                        the requirements of the Tenant's Construction Documents
                        Submittal.

        G.      Sprinkler Criteria

                1.      Prior to the preparation of Tenant's sprinkler plans and
                        specifications for the Premises, Tenant's sprinkler
                        designer shall thoroughly familiarize himself with these
                        Building Standards, Landlord's plans, all applicable
                        local building codes, and existing job conditions.
                        Tenant's sprinkler plans shall be prepared in full
                        knowledge of and in compliance with these Building
                        Standards, and all City, County, State and other
                        governmental ordinances, rules, regulations and codes
                        relating thereto. Tenant's sprinkler designer shall be
                        licensed in the State of California and qualified to
                        prepare Tenant's sprinkler plans. Sprinkler plans
                        prepared by other than a duly licensed sprinkler
                        designer will not be accepted by Landlord for review.

                2.      Tenant's sprinkler designer shall verify that the
                        sprinkler system available to the Premises is adequate
                        to satisfy Tenant's requirements.

                3.      Tenant's sprinkler plans and the system installed by
                        Tenant's Contractors shall be acceptable to the Fire
                        Marshall and the Fire Insurance Underwriters having
                        jurisdiction in the City of San Diego.

                4.      Landlord will provide a shell sprinkler system with
                        laterals in the Premises as set forth in Landlord's
                        plans.



                                    Page 11
<PAGE>

                5.      All sprinkler fire protection systems installed by
                        Tenant's Contractors shall be listed as approved by the
                        Underwriters' Laboratories, Inc., or approved by other
                        appropriate nationally recognized testing laboratories,
                        and of the latest design of the manufacturer.

                6.      All sprinkler heads are to be semi-recessed, chrome
                        finish.

                7.      All sprinkler piping installed by Tenant's Contractors
                        shall be free of rust.

                8.      Landlord shall review Tenant's sprinkler plans in
                        accordance with the Tenant's Construction Documents
                        Submittal for conformance with the provisions hereof.
                        Where Tenant's sprinkler plans conflict with these
                        Building Standards, the provisions of these Building
                        Standards shall prevail. Landlord's approval shall not
                        be deemed to certify that Tenant's sprinkler plans
                        comply with building codes or other governmental
                        requirements and shall not relieve Tenant and Tenant's
                        Representatives of the responsibility to verify all job
                        conditions including, without limitation, dimensions,
                        locations and clearances. Tenant is responsible to
                        obtain all necessary permits for the installation of
                        Tenant's sprinkler work.

                9.      Landlord shall notify Tenant in writing whether Tenant's
                        sprinkler plans are approved or rejected by Landlord for
                        specified deficiencies. Tenant's sprinkler designer
                        shall make all corrections to bring Tenant's sprinkler
                        plans into compliance and resubmit in accordance with
                        the requirements of the Tenant's Construction Documents
                        Submittal.

                10.     In constructing or repairing the fire sprinkler system
                        for the Premises, Tenant shall coordinate with Landlord
                        when testing or draining the system for modifications.
                        Tenant's Contractors shall be responsible to make any
                        adjustments as required to secure all necessary
                        approvals.

VII.    CONSTRUCTION REGULATIONS

        A.      Tenant shall provide Landlord with copies of Tenant's
                construction contracts prior to the commencement of Tenant's
                Work. Landlord's review of Tenant's contracts in no way implies
                Landlord's approval of such contracts, Tenant's Construction
                Documents, or that the contracts properly reflect the
                requirements of these Building Standards.

        B.      Tenant's Contractors shall construct Tenant's Work in accordance
                with Tenant's Construction Documents which have been approved by
                Landlord and must comply with all City, County, State and
                governmental ordinances, rule, regulations and codes relating
                thereto. If the Premises have not been constructed in accordance
                with approved Tenant's Construction Documents, Landlord may
                refuse to permit Tenant to open the Premises for business until
                the Premises do so comply, but Tenant shall not be excused from
                the performance of all other obligations of Tenant under the
                Lease.

        C.      Tenant's Contractors shall construct the Premises in accordance
                with Tenant's Construction Documents as soon as practically
                possible, at Tenant's expense. Tenant and Tenant's Contractors
                agree to pursue Tenant's Work diligently to completion.

        D.      All work performed by Tenant or Tenant's Contractors shall be
                performed in a manner so as to avoid any labor dispute which
                results or could result in a stoppage or impairment of work,
                deliveries, or any other services in the Project. If there shall
                be any such stoppage or impairment or threat thereof as a result
                of any such labor dispute, Tenant shall immediately undertake
                such action as may be necessary to eliminate such dispute or
                potential dispute, including any of the following:

                1.      Remove all disputants from the job site until such time
                        as the labor dispute no longer exists;



                                    Page 12
<PAGE>

                2.      Seek an injunction in the event of a breach of contract
                        between Tenant and Tenant's Contractors; and

                3.      File appropriate unfair labor practice charges in the
                        event of a union jurisdictional dispute.

        E.      Prior to the commencement of construction, Tenant's Contractors
                shall thoroughly familiarize themselves with all job conditions
                and the requirements outlined in these Building Standards.

        F.      Upon approval of Tenant's Construction Documents and permit
                application for the Premises by the applicable governmental
                agency, Tenant or Tenant's Contractors shall promptly pick up
                the building permit from said agency. Tenant will pay for the
                plan check and building permit fees required on the permit
                application and any other fees required in connection therewith.
                If required, Tenant shall apply for and obtain all approvals and
                permits from the County of San Diego Health Department and any
                other governmental agencies. Tenant shall provide Landlord a
                copy of Tenant's building permit and the Building Department
                approved set of Tenant's Construction Documents prior to first
                inspection.

        G.      Prior to entering the Project or starting construction, Tenant's
                Contractors must provide Landlord with the following:

                1.      A copy of Tenant's building permit and the Building
                        Department approved set of Tenant's Construction
                        Documents.

                2.      A complete list with phone numbers of key personnel of
                        Tenant's Contractors.

                3.      A certificate of insurance evidencing the required
                        insurance coverage.

                4.      A construction schedule showing the work schedule,
                        critical path activities, and anticipated completion of
                        Tenant's Work, which schedule shall be subject to
                        Landlord's approval.

                5.      A copy of acknowledgments executed by Tenant's
                        Contractors of an understanding or an agreement to
                        comply with the requirements of these Building
                        Standards.

                6.      A copy of Tenant's building permit ten (10) days after
                        starting construction.

        H.      Tenant's Contractors shall not deviate from approved Tenant's
                Construction Documents without obtaining prior written
                permission from Tenant, Landlord, the City Building Department,
                and other governmental agencies having jurisdiction to approve
                same.

        I.      Tenant's Work shall be performed in a thorough, first class, and
                workmanlike manner and shall be in good and usable condition at
                the date of completion thereof.

        J.      Tenant's Contractors are responsible for scheduling inspections
                by the City of San Diego Building Department and other
                inspectors as required to comply with their requirements and all
                codes and regulations. A copy of all inspection reports shall be
                submitted available to Landlord at the Premises. In the event
                Tenant's Contractors are notified of violations of codes by any
                appropriate governmental authority or Landlord, Tenant's
                Contractors shall correct such violations within seven (7)
                calendar days from such date of notification.

        K.      Tenant's construction shall maintain a full-time superintendent
                or representative on site at all times when construction is
                being performed in the Premises.



                                    Page 13
<PAGE>

        L.      Tenant's Contractors shall observe the following limitations in
                the conduct of Tenant's Work:

                1.      No suspended loads will be attached to the underside of
                        the floor or roof structure, with the exception of
                        normal suspended ceiling, mechanical equipment,
                        plumbing, electrical and telephone conduit, and light
                        fixtures, without Landlord's prior written approval.

                2.      No load shall be imposed upon any floor areas of the
                        Premises in excess of the design life as set forth in
                        the Lease and Work Letter.

        M.      Tenant's Work shall be coordinated with all other work being
                performed or to be performed by Landlord and other tenants of
                the Project to such extent that Tenant's Work will not interfere
                with, or delay the completion of any other work. Tenant's
                Contractors shall not damage, injure, interfere with, or delay
                the completion of any other construction within the Building.
                Tenant's Contractors shall comply with all procedures and
                regulations prescribed by Landlord for the integration of
                Tenant's Work with the work to be performed by Landlord and
                Landlord's Contractor in connection with the construction.
                Common Areas and the exterior of the Building must be kept clear
                of Tenant's and Tenant's Contractors' equipment, merchandise,
                fixtures, refuse and trash at all times. Any mechanical,
                electrical or plumbing items which need to be routed outside the
                Premises must have the written approval of Landlord and any
                tenant whose space the item will pass through.

        N.      Tenant's Contractors shall be responsible for the repair and
                replacements of any damage caused by Tenant's Contractors to any
                other contractor's work in any area of the Building, including
                cleanup after such corrective work. Tenant's Contractors shall
                be required to maintain continuous protection of adjacent
                premises in such a manner as to prevent any damage to such
                adjacent property and the improvements thereon. Tenant's
                Contractors shall promptly pay for the repair of any such
                property or improvements so damaged to restore it to its
                pre-damaged condition.

        O.      Before work commences, Tenant's Contractors shall be required to
                properly protect the Premises and Tenant's Work with lights,
                guard rails and barricades, and to secure Tenant's Work against
                accident, malicious mischief and theft.

        P.      Tenant's Contractors shall not use any space outside of the
                Premises and within or on adjacent sidewalks, parking lot in
                front of building or side of building facing the street for
                storage, handling or moving of materials and equipment, or for
                the location of any field office or facilities required for
                construction personnel without the prior written authorization
                of Landlord.

        Q.      Tenant's Contractors shall remove and dispose of all debris and
                rubbish caused by or resulting from Tenant's Work on a daily
                basis. Trash receptacles or carts will be allowed to be stored
                in the Common Areas as mutually agreed by the parties. Upon
                completion of Tenant's Work, Tenant's Contractors shall remove
                all temporary structures, surplus materials, debris and rubbish
                remaining with the Building which has been brought in or created
                as a result of Tenant's Work. If Tenant's Contractors shall
                neglect, refuse or fail to remove any temporary structures,
                surplus materials, debris and rubbish within twenty-four (24)
                hours after notice to Tenant from Landlord, Landlord may remove
                or cause same to be removed, and Tenant shall bear the cost of
                removal and hold Landlord harmless therefrom.

        R.      Tenant shall require that Tenant's Contractors and other agents
                cause all supplies, merchandise, materials, equipment or trash
                being delivered to or removed from the Premises across the
                Common Areas or within the elevators, which requires the use of
                dollies or hand trucks, to be transported on dollies or hand
                trucks with soft rubber tires.

        S.      Tenant and Tenant's Contractors shall comply with all applicable
                safety related laws, codes, rules and regulations governing the
                performance of Tenant's Work including all applicable safety
                regulations established by Landlord or Landlord's contractor.
                Tenant's Contractors shall take all necessary precautions to
                safeguard all workmen and the public from accident and to
                preserve all private and public property.



                                    Page 14
<PAGE>

        T.      Tenant's Contractors shall be allowed to post signs on any part
                of the Premises in a reasonable manner in conformance with
                applicable restrictions.

        U.      Tenant's Contractors shall provide a fire watch whenever any
                welding is done in the Premises. The person performing the fire
                watch must remain within the Premises for at least one (1) hour
                after the completion of any welding.

        V.      All roof penetrations required by Tenant must be made by an
                agreed upon roofing contractor at Tenant's expense. Such
                penetration shall be subject to Landlord's approval as to
                construction details, size, configuration, location and support.

        W.      Tenant's Contractors shall obtain approval from Landlord prior
                to penetrating any floor slab. Landlord's approval shall not
                relieve Tenant from responsibility for damage to Landlord's Work
                and/or any other tenant's work because of penetration by Tenant.

        X.      In addition to the requirements of the Lease, and without any
                limitation thereof, Tenant's Contractors shall (i) comply with
                all governmental rules and regulations including applicable OSHA
                standards and (ii) carry worker's compensation and public
                liability insurance (including property damage), with limits, in
                form and issued by insurance companies approved in advance by
                Landlord. Landlord, Tenant, Tenant's Contractor and/or
                subcontractors procuring the insurance shall be named insured
                (or named as additional insured) in each policy of said
                liability insurance, which policy shall have a cross-liability
                endorsement or its equivalent. Certificates evidencing the
                foregoing insurance shall be delivered to Landlord before any
                work is commenced by Tenant's Contractors and before any
                equipment and/or materials are moved into the Building.

        Y.      Tenant's Contractors shall guarantee that portion of Tenant's
                Work for which they are responsible against any defects in
                workmanship and materials for a period of not less than one (1)
                year after the date of completion of Tenant's Work. This
                guarantee shall include, without limitation, all expenses and
                costs incurred in the repair or replacement of the structure of
                the Building or the Common Areas should the Building or Common
                Areas be damaged or affected by the defective work, or by the
                repair or replacement of such defective work. All such
                warranties or guarantees as to materials or workmanship with
                respect to Tenant's Work shall be contained in a written
                agreement between Tenant and Tenant's Contractors. Tenant shall
                require Tenant's Contractors to include such guarantees in each
                subcontract, and all such guarantees shall be so written so that
                same shall inure to the benefit of both Tenant and Landlord, as
                their respective interests may appear, and so that same may be
                directly enforced by Tenant or Landlord. Tenant shall provide
                Landlord with an assignment or other assurance necessary to
                perfect Landlord's right to enforce any such guarantee.

        AA.     Tenant shall be required to settle and/or bond against any
                mechanic's or materialman's liens, or other similar liens, filed
                against the Building as a result of Tenant's Work in accordance
                with the provisions relating to such liens in the Lease and the
                Work Letter. Except to the extent caused by the Landlord's
                negligence or wrongful failure to make payments required under
                this Lease or the Work Letter, Tenant shall reimburse Landlord
                in full and indemnify, defend, and hold Landlord harmless from
                and against any liability, cost or expense incurred by Landlord
                in connection with any such lien.

        BB.     Tenant's Contractors shall keep the exterior Common Areas in an
                absolutely clean and neat condition at all times. If Tenant's
                Contractors violate this regulation on more than one (1)
                occasion, or fail to immediately cure such default, Landlord may
                prohibit Tenant's Contractors from entering the Building.

        CC.     Tenant's Contractors shall use restrooms only for personal
                functions. Cleaning of tools or painting equipment will not be
                allowed. Any utility sinks will contain water supply, but may
                not be used for tool or painting equipment cleaning or other
                construction work,



                                    Page 15
<PAGE>

        DD.     Tenant's Contractors shall provide Landlord with a key for
                access to the Premises during construction for use in the case
                of emergencies, and permit the construction of service lines by
                other tenants, which service lines have been approved by Tenant.

VIII.   TENANT'S CONSTRUCTION DOCUMENT SUBMITTAL

        A.      Tenant's preliminary plans and specifications:

                1.      Tenant shall submit to Landlord for Landlord's approval
                        three (3) sets of preliminary drawings of Tenant's
                        improvements prepared by Tenant's Architect, which
                        drawings shall indicate Tenant's proposed improvements
                        including, without limitation, floor plans (scale 1/8" =
                        1'0") describing in reasonable detail the layout of the
                        interior partitions, signage, materials to be used, and
                        indicating the proposed use of each enclosed area.

        B.      Tenant's Construction Documents:

                1.      After Landlord's approval of Tenant's preliminary design
                        drawings, and subject to Tenant's field measurement of
                        the Premises, Tenant shall, at Tenant's expense, submit
                        to Landlord for approval three (3) sets of plans and one
                        (1) set of reproducible plans of Tenant's Construction
                        Documents prepared by Tenant's Architect describing the
                        improvements to be completed in the Premises including,
                        without limitation, floor plans (scale 1/8"-1'0");
                        elevations, interior partitions; trade fixtures;
                        reflected ceiling plan, including ceiling height(s);
                        location, size and details of signage; areas of unusual
                        floor loading; specifications of all mechanical,
                        plumbing, electrical, telephone, security and sprinkler
                        systems, including the details of the hookup of these
                        systems to Landlord's Work; and all other improvements
                        to be performed by Tenant as a part of Tenant's Work.
                        Details shall be included as required by Section VI of
                        these Building Standards for each component addressed
                        therein.

                2.      Construction of the improvements specified on Tenant's
                        Construction Documents shall not commence until Tenant's
                        Construction Documents have been approved by Landlord in
                        writing.

                3.      If Tenant's Construction Documents are in conflict with
                        terms and conditions of these Building Standards, the
                        Building Standards shall control. If Landlord approves
                        Tenant's Construction Documents and there is a conflict
                        between the Building Standards and the Construction
                        Documents as approved, to the extent the conflict does
                        not affect health and safety or the structural integrity
                        of the Building, the Construction Documents shall
                        control.

                4.      Any additional changes, expenses or costs (including
                        architects' fees, consultants' fees and attorneys' fees)
                        arising by reason of any subsequent change, modification
                        or alteration of Tenant's Construction Documents, made
                        at the request of Landlord, shall be at the expense of
                        the Tenant. No changes, modifications or alterations
                        shall be made to Tenant's Construction Documents without
                        the prior written consent of Landlord.

                5.      Landlord's approval of Tenant's Construction Documents
                        or any work or installation made by Tenant shall not
                        constitute a warranty or representation by Landlord that
                        Tenant's drawings, work or installations comply with the
                        requirements of any applicable law, ordinance or
                        regulation, or are safe, sound, merchantable or fit for
                        the purpose intended. Landlord shall have no liability
                        to Tenant in the event Tenant is required to change its
                        drawings or Tenant's Work after the approval thereof by
                        Landlord on account of the failure of such drawings or
                        Tenant's Work to meet applicable governmental
                        requirements or in the event that such drawings or
                        Tenant's Work, directly or indirectly, are defective or
                        cause injury to persons or property.



                                    Page 16
<PAGE>

                6.      Tenant shall furnish to Landlord one (1) complete set of
                        red-lined Construction Documents (plans and
                        specifications) indicating the as-built conditions
                        within thirty (30) days after completion or Tenant's
                        Work. If any clarifications or additions to the as-built
                        plans and specifications are required by Landlord,
                        Tenant shall cause such revisions to be completed within
                        thirty (30) days after request therefor.

IX.     TENANT IMPROVEMENT STANDARD SPECIFICATIONS

        A.      These Tenant Improvement Building Standards Specifications have
                been developed as guidelines to establish the minimum standards
                for materials, product systems or procedures for improvements
                made to the Premises. The materials or product systems
                referenced herein are not all inclusive and may be modified by
                local codes, governmental agencies having jurisdiction, the
                Landlord or Tenant (with Landlord's written permission).

        B.      Materials, products or systems referenced in this Section will
                be adhered to by Tenant, Tenant's consultants and Tenant's
                Contractor unless alternates or substitutions have been
                authorized by the Landlord in writing. Non-proprietary
                materials, products or systems referenced in these
                specifications must be submitted to the Landlord for review and
                approval. The Landlord reserves the right to reject materials,
                products or systems that, in the Landlord's reasonable opinion,
                do not meet or exceed the intended level of building standards
                for a comparable building as listed in Exhibit P to the Lease.

        C.      Product/Materials Specifications

                1.      Interior Partitions (*)
                        2 1/2" X 25 GA. metal studs at 24" o.c. with 5/8" type
                        'X' gypsum board each side. Height from floor to
                        underside of suspended ceiling or 6" above ceiling.
                        Brace partitions with 2 1/2" x 25 GA metal stud kickers
                        at 48" o.c. (maximum). Texture with medium orange peel
                        finish.

                2.      Column Wrap (*)
                        1 5/8" x 25 GA (minimum) metal furring at 24"
                        o.c. with 5/8" gypsum board, one side. Height from floor
                        to 6" above suspended ceiling. Texture flat and smooth.

                3.      Public Corridor Entry Doors (*)
                        Single leaf or pair of doors, 3'0" x 8'0" x 1 3/4"
                        solid core wood with premium grade hardwood face
                        veneer (balanced and rift cut, free of hearts) to match
                        existing doors with natural finish. Frame to be extruded
                        aluminum with clear finish. Door and frames to be 20
                        minute labeled. For hardware use the following:

                        4 pr. Butt Hinges (4.5 x 4.5) Ball Bearing (32D)

                        1 ea. Lockset - Sargent 8100, Level LNH, Function
                          F04, (finish 32D)

                        2 ea. Closer- Sargent 350, aluminum finish

                        1 ea. Astregal - Ultra WS 011, aluminum

                        1 set Flush bolts - DCI 900 Series (32D)

                        1 ea. Coordinator - DCI, 600 Series

                        2 ea. Wall Bumper - Ives 409 1/2 (SS)

                        1 ea. Smoke Seals

                4.      Interior Doors (*)
                        3'0" x 8'0" x 1 3/4" solid core wood door, paint
                        grade. Door frames to be extruded aluminum with clear
                        finish. For hardware use the following:



                                    Page 17
<PAGE>

                        2 pr. Butt Hinges (4.5 x 4.5)

                        1 ea. Lockset - Sargent 10 line, Lever LLJ, function
                          F75, (26D)

                        1 ea. Wall Bumper- Ives 409 1/2 (SS)

                        1 set Mutes

                5.      Office Light Fixtures
                        2' x 4' recessed fluorescent fixtures with 3 lamps and
                        18 cell parabolic lens, aluminum finish.

                6.      Corridor Light Fixtures
                        2' x 2' recessed fluorescent fixtures with 2 'U' lamps
                        and 9 cell parabolic lens, aluminum finish.

                7.      Light Switch
                        Two (2) single pole, 20 amp, 120/205 V with ivory
                        colored face plate.

                8.      Electrical Wall Outlets
                        Duplex Outlet, Three Prong with ivory colored face
                        plate.

                9.      Telephone Wall Outlet
                        2" x 4" (minimum) box with single gang plaster ring and
                        pull string (stub only). Cover plate to be ivory
                        colored.

                10.     Electrical Supply Panel
                        Feeder wire and one (1) 125A, 24 circuit load center.

                11.     Exit Signs (if required)
                        Green block letters (6" high with 3/4" stroke) over
                        white background and painted frame with battery powered
                        backup.

                12.     Acoustic Ceilings
                        A ceiling that has a consistent appearance as viewed
                        from the exterior of the Building.

                13.     Carpet
                        Carpet to be manufactured by Designweave, Courtyard 36
                        oz. Zafgtron CFN. Glue carpet directly to floor.

                14.     Vinyl Composite Tile
                        Armstrong 1/8" Excelon or equal.

                15.     Resilient Base
                        2 1/2" high rubber top-set or cove base
                        manufactured by Roppe or equal.

                16.     Painting
                        One primer plus two finish coats (flat or semi-gloss
                        latex) Frazee paints. Color to be selected from standard
                        finish board.

                17.     Window Coverings (*) Required at all Exterior Windows
                        Window Coverings that have a consistent appearance as
                        viewed from the exterior of the Building.

                18.     Fire Extinguisher
                        J.L. Industries, stock cabinet with ABC #5.

                19.     Tri-Water System
                        See Section VI for Mechanical Criteria



                                    Page 18
<PAGE>

                E.      Building standards for this project are based on
                        products, materials and assemblies noted in the
                        preceding Section and finish color boards. Changes to
                        pre-selected finishes or alterations to quantities
                        specified herein will constitute additional services.
                        Landlord's consultants will be compensated for
                        additional services on a per project basis.



                                    Page 19
<PAGE>

                                   EXHIBIT "E"

                              RULES AND REGULATIONS
                                       FOR
                             PACIFIC CORPORATE PARK

1.      The sidewalks, entrances, passages, courts, elevators, vestibules,
        stairways, corridors or halls shall not be obstructed or used for any
        purpose other than ingress or egress.

2.      No awnings or other projections shall be attached to the outside walls
        of the Premises.

3.      The sashes, sash doors, skylights, windows and doors that reflect or
        admit light and air into the halls, passageways or other public places
        in the Premises shall not be covered or obstructed, nor shall any
        bottles, parcels or other items be placed on the windowsills. Neither
        the interior nor the exterior of any windows shall be coated or
        otherwise sunscreened without Landlord's prior written consent.

4.      No sign, advertisement or notice shall be exhibited, painted or affixed
        by Tenant on any part of, or so as to be seen from the outside of, its
        Premises or the Premises without Landlord's prior written consent. In
        the event of Tenant's violation of the foregoing, Landlord may remove
        the same without any liability and may charge the expense incurred for
        such removal to Tenant. All signs whether on doors, directories or
        elsewhere, shall be inscribed, painted or affixed for Tenant by Landlord
        at the expense of Tenant, and shall be of a size, color and style
        acceptable to Landlord.

5.      Directories for the Premises will be provided exclusively for the
        display of the name and location of Tenant only; and Landlord reserves
        the right to exclude any other names therefrom, and each and every name
        in addition to the name of Tenant placed upon such bulletin board or
        directory, shall be subject to Landlord's prior written consent (and if
        approved by Landlord, all costs therefor shall be paid by Tenant).
        Tenant shall pay for the removal of any such listings or representations
        upon its departure from its Premises.

6.      All doors that open into public corridors shall be kept closed, except
        when being used for ingress and egress.

7.      Tenant shall not mark, paint, drill or bore into, cut or string wires
        in, lay linoleum or other floor coverings in, or in any way deface any
        part of Its Premises or the Premises, except with Landlord's prior
        written consent and as Landlord may direct.


8.


                                    EXHIBIT E


<PAGE>

9.       No window or other air conditioning or heating units or other similar
         apparatus shall be installed or used by Tenant without Landlord's prior
         written consent. Tenant shall not be permitted upon the roof at any
         time.

10.     The water, restrooms and other plumbing fixtures shall not be used for
        any purpose other than those for which they were constructed and no
        sweepings, rubbish, rags or other substances stored therein. All damages
        resulting from any misuse of the fixtures by Tenant or its servants,
        employees, agents, visitors or licensees shall be paid by Tenant. Tenant
        shall exercise extraordinary care and caution to insure all water
        faucets or water apparatus in the Premises are entirely shut off before
        Tenant, its employees, agents or visitors leave the Premises and that
        all electricity, gas or air conditioning to the Premises is carefully
        shut off when the Premises is not in use so as to prevent waste or
        damage.

11.     Unless Tenant is leasing an entire Building all movement of freight,
        furniture, safes or other heavy or bulky items ("Heavy Items") shall be
        moved prior to 7:00 a.m. or after 6:00 p.m. or on Saturday, Sundays or
        Holidays. Tenant shall notify Landlord in writing the day before any
        heavy items which may cause noise, jar or, tremor to the floors or walks
        which may injure the Premises or Building.

12.     Neither Tenant nor its servants, employees, agents, visitors or
        licensees shall at any time bring or keep upon the Premises any
        flammable, combustible or explosive fluid, chemical or substance, except
        for a reasonable quantity of such material reasonably necessary for the
        conduct of Tenant's business.

13.     The Premises shall not be used for manufacturing or for the storage of
        merchandise except as such storage may be incidental to the permitted
        use of the Premises set forth in the Lease. Tenant shall not, without
        Landlord's prior written consent, occupancy or permit any portion of the
        Premises to be occupied or used for the manufacture or sale of liquor or
        tobacco in any form, or as a barber or manicure shop, or as an
        employment bureau. The Premises shall not be used for lodging or
        sleeping.

14.     Tenant shall not make, or permit to be made, any unseemly or disturbing
        noise, or disturb or interfere with occupants of neighboring premises or
        the other adjacent Building.

15.     No bicycles, vehicles, birds or animals of any kind shall be brought
        into or kept in or about the Premises except as permitted in the Lease
        or the Work Letter. Tenant shall not cause or permit any unusual or
        objectionable odors to be produced in or emanate from the Premises.

16.     All hand trucks or other moving equipment used in the Building shall be
        equipped with rubber tires and side guards.

17.     No vending or coin operated machines shall be placed within the Premises
        without Landlord's prior written consent.

18.     No person shall be employed by Tenant to do janitorial work in any part
        of said Premises without Landlord's prior written consent. Any person
        employed by Tenant to do janitorial, maintenance or similar work with
        Landlord's consent shall, while in the Premises, be subject to and under
        the control and direction of Landlord or its agent or representative
        (but not as an agent or servant of Landlord) and Tenant shall be
        responsible for all acts of such persons.



<PAGE>

19.     Landlord shall have the right to prohibit any advertising by Tenant
        which, in Landlord's discretion tends to impair the reputation of the
        Building or Project or its desirability as an office park, and upon
        written notice from Landlord, Tenant shall refrain from or discontinue
        such advertising.

20.     Canvassing, soliciting and peddling in the Premises are prohibited and
        Tenant shall cooperate to prevent same.

21.     Landlord assumes no responsibility and shall not be liable for any
        damage resulting from the admission of any unauthorized person to the
        Premises.

22.     Landlord reserves the right to exclude or expel from the Premises any
        person who, in the judgment of Landlord, is intoxicated or under the
        influence of liquor or drugs, or who shall in any manner do any act in
        violation of the Rules and Regulations of the Premises.

23.     It is understood and agreed between Landlord and Tenant that no assent
        or consent to any waiver or any part hereof by Landlord in spirit or
        letter shall be deemed or taken as made except if same is done in
        writing by Landlord except as provided in the Lease.

24.     Landlord reserves the right at any time to change or rescind any one or
        more of these Rules or Regulations, or to make such other and further
        reasonable Rules and Regulations as in Landlord's judgment may from time
        to time be reasonably necessary for the management, safety, care and
        cleanliness of the Premises and Premises, and for the preservation of
        good order therein, as well as for the convenience of other occupants
        and tenants therein, provided that such changes do not adversely affect
        Tenants use, enjoyment, access of or to the Premises. Landlord shall not
        be responsible to Tenant herein or to any other person for the
        nonobservance of the Rules and Regulations by any other tenant or other
        person. Tenant shall be deemed to have read these Rules and Regulations
        and to have agreed to abide by them as a condition to its occupancy of
        the Premises.



<PAGE>

                     [WEATHER ENGINEERING, INC. LETTERHEAD]

April 6, 1993

Roel Construction Co.
2366 Kurts Street
San Diego, California 92130

Attn: Terry Arnett

Re: Pacific Corporate Park
    5930 and 5935 Cornerstone Court
    HVAC System

Dear Terry:

The subject buildings are serviced by a "Tri-Water" water source heat pump
system. The central plant, which houses a separate cooling tower, boiler and
recirculating pump for each building, is located in the parking area north of
building A. The condenser water is piped underground to each building and
connected to the fire sprinkler system which is routed throughout both
buildings. The individual water source heat pumps are then connected to the fire
sprinkler piping as a part of the tenant improvement.

The cooling towers installed are rated @ 350 GMP which would provide the
equivalent of approximately 140 tons of air conditioning capability for each
building. There is a 4 wire energy management loop that is routed from the
central plant to each building for connection to future tenant Water Source Heat
Pump ("WSHP") units. This allows the tenant to communicate with the central
plant to provide after hours cooling.

As part of the tenant improvement buildout, the following should be utilized as
guidelines for a minimum standard:

        1. Suspend WSHP units above the ceiling utilizing 1 in. spring isolation
for vibration and sound attenuation.

        2. Type L copper piping with hard solder should be utilized for the
condenser water piping to the individual WSHP units. Automatic flow controls are
required for each unit.

        3. The return air must be ducted and both supply and return ducts must
be insulated.

        4 Rigid duct to be utilized with flex duct on the last 7 ft. only.


                                    EXHIBIT F
<PAGE>

        5. Check valves must be installed on the condenser piping to the
individual WSHP units.

        6. Duct shall be sized at .1 in. pressure drop per 100 ft. of duct.

        7. Perimeter and interior zones shall not be combined.

        8. WSHP units shall be equivalent to Carrier, Trane or AAF.

        9. Outside air shall be provided @ 20 CFM/person.

Should you have any additional questions or comments, please do not hesitate to
call.

Sincerely,


/s/ GREG DAVIS

Greg Davis,
Weather Engineering, Inc.


<PAGE>

Recording Requested By:

When Recorded Mail To:

PacCor Partners
11939 Rancho Bernardo Road, Suite 200
San Diego, California 92128


--------------------------------------------------------------------------------
                   (Space above this line for recorder's use)

                            NON-DISTURBANCE AGREEMENT

        THIS AGREEMENT, is dated as of the ___ day of _______________, 1993, by
and between THE PAUL REVERE LIFE INSURANCE COMPANY, a Massachusetts corporation
("Lender") and HNC, Inc. a California corporation ("Tenant") with respect to the
following recitals:

                                    RECITALS

        A. Tenant has entered into an Office Lease dated _______________, 1993
("Lease") with PACCOR PARTNERS, a California general partnership ("Landlord") as
Landlord for certain real property described on Exhibit "A" attached hereto
("Premises"); and

        B. Lender is the Beneficiary under that certain Deed of Trust dated
February 28, 1990, and recorded March 2, 1990, in Recorder's File No. 90-112897,
Official Records of the County of San Diego, State of California, which
constitutes a lien on the Premises ("Deed of Trust").

        NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:

        1. Lender agrees that:

                (a) Unless Tenant is in material breach of the Lease, Tenant
shall not be named or joined as a party defendant or otherwise in any lawsuit,
action or proceeding under the Deed of Trust or to enforce any rights of Lender
under the Deed of Trust or under any note or other obligation secured thereby;

                (b) So long as Tenant is not in default (beyond any period given
Tenant to cure such default) in the payments of rent or in the performance of
any of the terms, covenants or conditions of the Lease on Tenant's part to be
performed, possession of the Premises by Tenant, and the enjoyment of all
rights, privileges and entitlements under the Lease, shall not be disturbed,
affected or impaired by (i) any lawsuit, action or proceeding under the Deed of
Trust, or the note or any obligation secured thereby, (ii) any foreclosure under
the Deed of Trust or the enforcement of any rights of Lender thereunder, (iii)
any sale of the Premises under the Deed of Trust or in lieu of any foreclosure
thereof, and (iv) any default under the Deed of Trust, or the note or any
obligation secured thereby; and

                (c) All condemnation awards and/or insurance proceeds paid or
payable regarding the Premises or any part thereof shall first be applied to any
repairs and restoration of the Premises required by the Lease.

        2. If Lender or any other person should become fee owner of the Premises
by reason of the foreclosure of or sale under the Deed of Trust or otherwise,
the Lease shall continue in full force and effect, with or without the execution
of a new lease, as a direct lease between Tenant and the then feel



                                   EXHIBIT G
<PAGE>

owner of the Premises, upon all of the same terms, covenants or provisions
contained in the Lease and the then fee owner of the Premises, together with all
of the rights and privileges therein contained, between such fee owner of the
Premises and Tenant for the balance of the term of the Lease; and Tenant agrees
to attorn to and accept such fee owner of the Premises as the Landlord under the
Lease and to be bound by and to perform all of the obligations imposed by the
Lease upon the Tenant thereunder and Lender, its successors or assigns, or any
purchaser at a foreclosure or trustee's sale or otherwise will not disturb the
possession of Tenant and will be bound by all of the obligations imposed by the
Lease upon the Landlord, provided, however, that Lender, or any purchaser at a
foreclosure or trustee's sale or otherwise shall not be:

                (a) liable for any act or omission of a prior Landlord
(including Landlord); or

                (b) subject to any offsets or defenses which Tenant might have
against any prior Landlord (including Landlord) except for the Tenant
Improvement Allowance (Section 1.10 of the Lease), Refurbishment Allowance
(Section 5.5 of the Lease), Security Deposit Amount (Section 1.8 of the Lease),
Moving Allowance (Section 17.1 of the Lease), and Commission (Section 16.1 of
the Lease).

        3. The terms of this Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the
parties hereto.

        4. Upon the written request of either Tenant or Lender given to the
other at the time of a foreclosure of the Deed of Trust or sale under power of
sale therein contained or conveyance in lieu of foreclosure, and if no default
then exists under the terms conditions and provisions of the Lease on the part
of the requesting party, Tenant and Lender agree to execute a lease of the
premises demised by the Lease upon the same terms an conditions as the Lease
between Landlord and Tenant, which lease shall cover any unexpired term of the
Lease existing prior to such foreclosure, trustee's sale or conveyance in lieu
of foreclosure.

        5. Subject to the nondisturbance provisions of the Lease, the Lease now
is, and shall at all times continue to be, subject and subordinate in each and
every respect to the Deed of Trust.

        6. Tenant and Lender may each rely upon the terms and provisions of this
Agreement.

"LENDER"                                    "TENANT"

THE PAUL REVERE LIFE                        HNC, Inc., a California corporation
  INSURANCE COMPANY, a
  Massachusetts corporation

By:                                         By:
   -------------------------------             ---------------------------------
   Its                                         Its
      ----------------------------                ------------------------------



                                   EXHIBIT G
<PAGE>

                               LEASE ESTOPPEL CERTIFICATE

Re:     Office Lease between PacCor Partners ("Landlord") and HNC, Inc.
        ("Tenant") dated _______________ ("Lease")

Area: Approximately 24,446 square feet ("Premises")

Dear Sir or Madam:

The undersigned Landlord and Tenant of the above-referenced Lease hereby ratify
the Lease and certify to ____________________________________ ("Lender") with
knowledge that Lender is relying on this certificate in making a mortgage loan
on the property of which the Premises as set forth in the Lease is a part, as
follows:

1.      The term of the Lease commenced on _____________________, 19 ___, and
        the Tenant is in full and complete possession of the Premises and has
        commenced full occupancy and use of the Premises, such possession have
        been delivered by the Landlord and having been accepted by the Tenant.

2.      The Tenant is paying monthly installments of rent of $ _________________
        which commenced to accrue on the ________ day of _______________, 199__.

3.      No advance rent or other payment has been made in connection with the
        Lease, except rent for the current month and there is no rent abatement,
        waived rent or other concession under the remaining term of the Lease
        except as follows
        ________________________________________________________________________
        ________________________________________________________.

4.      Rent has been paid to and including _______________, 19__.

5.      A security deposit in the amount of $ ______________ is being held by
        Landlord, which amount is not subject to any set-off or reduction or to
        any increase for interest or other credit due to Tenant.

6.      All obligations and conditions under the Lease to be performed to date
        by Landlord or Tenant have been satisfied.

7.      The Lease is a valid lease and in full force and effect and represents
        the entire agreement between parties. There is no existing default on
        the part of the Landlord or the Tenant in any of the terms and
        conditions thereof and no event has occurred which with the passing of
        time or giving of notice or both, would constitute an event of default.
        The Lease has not been amended, modified, supplemented, extended,
        renewed or assigned except as follows:
        ________________________________________________________________________
        ________________________________________________________________________
        ________________________________________________________________________
        _________________________________________________________


8.      The Lease provides for a initial term of ________ months; the term of
        the Lease expires on the ______ day of __________________, 199__; and
        neither the Lease nor any amendment, modification, supplement extension
        renewal or assignment (if any), contain any option for any additional
        term or terms except as follows:
        ________________________________________________________________________
        ________________________________________________________________________
        _________________________________________________________



                                   EXHIBIT H
<PAGE>

9.      Except as provided by the Lease, Landlord has not rebated, reduced or
        waived any amounts due from Tenant under the Lease, either orally or in
        writing, nor has Landlord provided financing for, made loans or advances
        to, or invested in the business of Tenant.

10.     Tenant agrees not to prepay rent more than one (1) month in advance,
        except as provided in the Lease, without Lenders written approval and
        agrees to give Lender notice and reasonable opportunity (without
        obligation) to cure any default by Landlord, before exercising its
        rights under the Lease.

11.     The Lease does not contain, and Tenant does not have any outstanding
        option or right of first refusal to purchase the Premises or any part
        thereof or the property of which the Premises are a part.

12.     To the best of Tenant's actual current knowledge, there is no apparent
        or likely contamination of the property or the Premises by Hazardous
        Materials, and Tenant does not use, nor has Tenant disposed of Hazardous
        Materials in violation of Environmental Laws on the property of
        Premises. "Hazardous Materials" shall mean any flammable substances,
        explosives, radioactive materials, hazardous wastes, toxic substances,
        pollutants, pollution, or related materials or other substances
        regulated by any of the Environmental Laws as specifically defined in
        Section 7.4 of the Lease. "Environmental Laws" shall mean federal, state
        or local laws, ordinances, rules, regulations or policies governing the
        use, storage, treatment, transportation, manufacture, refinement,
        handling, production or disposal of Hazardous Materials as specifically
        set forth in Section 7.4 of the Lease, except for substances which are
        customarily used or found in typical offices, including without
        limitation copier and printer toner, cleaning supplies, correction fluid
        and ink.

13.     There are no actions, voluntary or involuntary, pending against the
        Tenant under the bankruptcy laws of the United States or any state
        thereof.

14.     This certificate shall inure to the benefit of Lender, its successors
        and assigns and shall be binding upon Tenant and Tenant's heirs,
        successors and assigns. This certificate shall not be deemed to alter or
        modify any of the terms, convenience or obligations of the Lease, except
        to the extent specifically set forth herein.

15.     The entity, person, and/or office executing this certificate is
        empowered by action, resolution, or at law to execute the same.

Date:                                       Date:

Tenant:                                     Landlord:

HNC, Inc., a California corporation         PACCOR PARTNERS, a California
                                            corporation
                                            By: PacCor Management Company
By:                                             a general partner
   -------------------------------

       Its                                  By:
           -----------------------             ---------------------------------

                                               Its
                                                  ------------------------------



                                   EXHIBIT H
<PAGE>

                           JANITORIAL SPECIFICATIONS

A.      DAILY - ALL COMMON AREAS AND TENANT SPACES - FIVE (5) DAYS PER WEEK,
        SUNDAY THROUGH THURSDAY

        1.      Dust desks (using care not to disturb paperwork), chairs and all
                other office furniture.

        2.      Clean glass desk tops.

        3.      Vacuum all carpeted areas, using care around wood furniture.

        4.      Dust mop all interior tile surfaces, then damp mop.

        5.      Sweep exterior entrance to building, then hose down.

        6.      Clean all tables, sinks and counter tops in kitchen area.

        7.      Return furniture to proper position.

        8.      Remove trash, change liners as needed in offices, lobbies and
                exterior trash receptacles.

        9.      Deposit trash to designated trash dumpster.

        10.     Clean all ash trays and sand urns.

        11.     Spot clean walls, doors and baseboards.

        12.     Spot clean around wall switches.

        13.     Dust window sills.

        14.     Police all balconies, spot clean as needed.

        15.     Clean elevator wall surfaces, call buttons, door tracks, polish
                stainless steel.

        16.     Police service entrance, if applicable.

        17.     Police stairwells and landings to remove debris, sweep and mop
                as necessary. Wipe down hand rails.

        18.     Clean both sides of lobby glass doors.

        19.     Vacuum elevator carpet.

        20.     Dust, mop if necessary, mail area in lobby.

        21.     Empty and wipe out all waste paper receptacles in restrooms.

        22.     Empty all sanitary napkin containers and replace insert.


        23.     Clean, sanitize and polish all restroom fixtures and stock
                dispensers, including disinfecting underside and tops of toilet
                seats.

        24.     Spot clean tile walls and toilet partitions.



                                   EXHIBIT I
<PAGE>

        25.     Spot clean walls around wash basins.

        26.     Wet mop floors with germicidal solution using a two bucket
                wash/rinse.

        27.     Refill soap, towel, tissue and seat cover dispensers, as needed.

        28.     Clean shower and disinfect.

        29.     Wipe down exercise equipment and mats.

        30.     Secure all exterior doors upon completion of duties.

B.      WEEKLY - ALL COMMON AREAS AND TENANT SPACES

        1.      Concentrated carpet cleaning. Move furniture and plants that can
                be moved in order to reach all corners and edges.

        2.      Dust ledges and window sills.

        3.      Brush down all air conditioning vents.

        4.      Use lint brush on all upholstered furniture.

        5.      Clean and polish drinking fountains.

        6.      Spot clean all carpeted areas.

        7.      Dust picture frames and all wall hangings.

        8.      Damp mop and buff all tile surfaces.

        9.      Clean tenant glass in all occupied areas.

        10.     Dust and spot clean all baseboards.

        11.     Clean both sides of toilet partitions.

        12.     Remove finger prints from woodwork, walls and partitions.

        13.     Dust chair legs and bases of furniture, door frames, etc.

        14.     Clean mirrors in exercise equipment room.

        15.     Disinfect all athletic facility equipment.

        16.     Sweep all exterior walkways.

        17.     Remove gum from common walkways.

        18.     Empty trash dumpsters and clean dumpster area.



                                   EXHIBIT I
<PAGE>

C.      MONTHLY - ALL COMMON AREAS AND TENANT SPACES

        1.      Oil all stained wood doors using products approved by Landlord
                and polish wood furniture.

        2.      Remove finger prints and smudges from light fixtures.

        3.      Polish stainless steel in elevators, including ceiling, if
                applicable.

        4.      Sweep and damp mop all stairwells and landings.

        5.      Wipe ledges and handrails in stairwells.

        6.      Clean light fixtures in stairwells.

        7.      Dust all high areas.

        8.      Wipe down all plastic and leather furniture.

        9.      Thoroughly vacuum upholstered furniture.

        10.     Interior and exterior lighting to be checked and all necessary
                bulbs replaced.

        11.     Strip, machine scrub and reapply Landlord approved finish to all
                tile floors.


D.      QUARTERLY - ALL COMMON AREAS AND TENANT SPACES

        1.      Wipe metal framework around doors and windows.

        2.      Lift desk pads where possible and vacuum under desks.

        3.      Dust vertical blinds.

        4.      Clean (acid wash if necessary) exterior entrance walkway to main
                lobby.

        5.      Clean all exterior building glass.

        6.      Clean picture frame glass.


E.      SEMI-ANNUALLY - ALL COMMON AREAS AND TENANT SPACES

        1.      Wash all vinyl baseboards.

        2.      Wash all vinyl wall coverings.



                                   EXHIBIT I
<PAGE>
RECORDING REQUESTED BY
TICOR TITLE INSURANCE COMPANY


Recording requested by
and when recorded, mail to:

LATHAM & WATKINS
Attorneys at Law
Attn: Mr. Jon D. Demorest
701 "B" Street, Ste. 2100
San Diego, Ca. 92101
ORDER: 1125760-02

                            DECLARATION OF COVENANTS,

                          CONDITIONS AND RESTRICTIONS

                            FOR UNIT NO. 1 OF PACIFIC

                                CORPORATE CENTER




                                   EXHIBIT J

<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                Page
                                                                                -----
<S>                                                                             <C>
ARTICLE I DEFINITIONS .......................................................      2

     1.01 Architectural Committee ...........................................      2
     1.02 Articles ..........................................................      2
     1.03 Assessment ........................................................      2
     1.04 Association .......................................................      2
     1.05 Association Maintenance Areas .....................................      2
     1.06 Board of Directors ................................................      2
     1.07 Bylaws ............................................................      2
     1.08 Declaration .......................................................      2
     1.09 Detention Basin ...................................................      2
     1.10 Developer .........................................................      2
     1.11 Government Regulations ............................................      3
     1.12 Guidelines ........................................................      3
     1.13 Improvements ......................................................      3
     1.14 Landscape Improvements ............................................      3
     1.15 Lot ...............................................................      3
     1.16 Member ............................................................      3
     1.17 Net Useable Square Footage ........................................      3
     1.18 Owner .............................................................      3
     1.19 PID Permit ........................................................      3
     1.20 Property ..........................................................      3
     1.21 Restrictions ......................................................      3
     1.22 Submittal .........................................................      4
     1.23 Undeveloped Lot ...................................................      4

ARTICLE II ESTABLISHMENT AND PURPOSE OF RESTRICTIONS ........................      4

     2.01 Establishment of Restrictions .....................................      4
     2.02 Purpose of Restrictions ...........................................      4

ARTICLE III THE ASSOCIATION .................................................      4

     3.01 Membership in Association .........................................      4
     3.02 Voting Rights .....................................................      5
     3.03 Approval of Members ...............................................      5
     3.04 Vesting of Voting Rights ..........................................      5
     3.05 Non-Liability of Board ............................................      5
     3.06 Duties and Powers .................................................      6

ARTICLE IV COVENANT FOR ASSESSMENTS .........................................      8

     4.01 Creation of Liens .................................................      8
     4.02 Purpose of Assessments ............................................      8
     4.03 Regular Assessments ...............................................      8
     4.04 Special Assessments ...............................................      8
     4.05 Capital Improvement Assessments ...................................      9
     4.06 Uniform Rate of Collection ........................................      9
     4.07 Date of Commencement of Regular Assessments .......................      9
     4.08 Certificate of Payment ............................................      9
     4.09 Exempt Property ...................................................      9
     4.10 Waiver of Use .....................................................     10

ARTICLE V NONPAYMENT OF ASSESSMENTS .........................................     10
</TABLE>


                                       i
<PAGE>
<TABLE>
<CAPTION>
                                                                                Page
                                                                                -----
<S>                                                                             <C>
     5.01 Delinquency .......................................................     10
     5.02 Notice of Lien ....................................................     10
     5.03 Foreclosure Sale ..................................................     10
     5.04 Curing of Default .................................................     11
     5.05 Cumulative Remedies ...............................................     11
     5.06 Subordination of Assessment Liens .................................     11

ARTICLE VI ARCHITECTURAL CONTROL ............................................     11
     6.01 Architectural Committee ...........................................     11
     6.02 Promulgation of Guidelines ........................................     12
     6.03 Plan Review .......................................................     12
     6.04 Approvals .........................................................     12
     6.05 Variances .........................................................     13
     6.06 Construction ......................................................     13
     6.07 Certificates of Compliance ........................................     13
     6.08 Architectural Fee .................................................     13
     6.09 Waiver ............................................................     13
     6.10 Nonliability for Decisions ........................................     14
     6.11 General ...........................................................     14
     6.12 Disclosure and Waiver of Conflict of Interest .....................     14

ARTICLE VII REGULATION OF OPERATIONS AND USES ...............................     15

     7.01 Prohibited Operations and Uses ....................................     15
     7.02 Other Operations and Uses .........................................     16
     7.03 Exculpation .......................................................     16

ARTICLE VIII ENCROACHMENTS AND EASEMENTS ....................................     17

     8.01 Encroachments .....................................................     17
     8.02 Utility Easements .................................................     17
     8.03 Slope and Drainage ................................................     17
     8.04 Grades, Cuts and Fills ............................................     17
     8.05 Performance and Discharge of Rights and Duties ....................     17

ARTICLE IX MAINTENANCE BY OWNERS ............................................     18

ARTICLE X ENFORCEMENT .......................................................     18

     10.01 Abatement and Suit ...............................................     18
     10.02 Deemed to Constitute a Nuisance ..................................     18
     10.03 Suspension of Members ............................................     19
     10.04 Attorney's Fees ..................................................     19
     10.03 Inspection Rights ................................................     19
     10.06 Failure to Enforce Not a Waiver of Rights ........................     19

ARTICLE XI MISCELLANEOUS PROVISIONS .........................................     19

     11.01 Termination and Modification .....................................     19
     11.02 Assignments of Developer's Rights and Duties .....................     20
     11.03 Assignment of Association's Rights and Duties ....................     20
     11.04 Constructive Notice and Acceptance ...............................     20
</TABLE>
<PAGE>

                                                                            2327

<TABLE>
<CAPTION>
                                                                                Page
                                                                                -----
<S>                                                                             <C>
     11.05 Rights of Mortgagees .............................................     20
     11.06 Mutuality, Reciprocity, Runs with Land ...........................     20
     11.07 Paragraph Headings ...............................................     20
     11.08 Effect of Invalidation ...........................................     21
     11.09 Choice of Law ....................................................     21
</TABLE>
<PAGE>
            DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR

                     UNIT NO. 1 OF PACIFIC CORPORATE CENTER

        THIS DECLARATION is made this 19th day of April, 1985, by CORNERSTONE
CORPORATE CENTER, a California limited partnership ("Developer").

                                    RECITALS

        A. Developer is the owner of certain real property in the County of San
Diego, State of California, more particularly described in Exhibit A attached
hereto (the "Property").

        B. Developer desires to subject the Property to certain conditions,
covenants and restrictions, upon and subject to which all the Property shall now
and hereafter be held, improved and conveyed, in order to establish a general
plan for the improvement and development of the Property.

        C. Developer has caused to be formed PACIFIC CORPORATE CENTER UNIT NO. 1
OWNERS' ASSOCIATION, a California nonprofit mutual benefit corporation (the
"Association") to act as the property owners' association for the Property. The
Association shall have such powers and duties as are set forth herein and in the
Articles and the Bylaws of the Association.

        Now, THEREFORE, Developer declares as follows:

                                    ARTICLE I

                                   DEFINITIONS

        For purposes of this Declaration, the following terms shall have the:
following meanings:

        1.01 Architectural Committee: "Architectural Committee" shall refer to
the Architectural Committee established pursuant to Article VI of this
Declaration.

        1.02 Articles: "Articles" shall mean and refer to the Articles of
Incorporation of the Association.

        1.03 Assessment: "Assessment" shall mean and refer to any or all of the
Assessments hereinafter defined:

        (a) "Regular Assessments" shall mean and refer to a charge against each
Owner and his Lot representing a portion of the cost to the Association to
provide for and promote the health, safety and welfare of the Members of the
Association and, in particular, for the improvement and maintenance of the
properties, services, and facilities devoted to this purpose and related to the
use and enjoyment of the Association Maintenance Areas, including, without
limitation, establishing and maintaining reserves for such purposes.
<PAGE>
             (b) "Special Assessment" shall mean and refer to a charge against a
particular Owner and his Lot, directly attributable to such Owner, for a
reasonable fine or penalty levied by the Association for a violation of this
Declaration or the Articles and Bylaws of the Association, or for certain costs
incurred by the Association or Declarant for materials or services furnished to
such Owner or his Lot at the request of or on behalf of such Owner as a result
of any owner failing to maintain any portion of his Lot in accordance with the
provisions of this Declaration or for material or services furnished to any
portion of any Lot which the Association maintains pursuant to this Declaration,
as a result of the negligence or willful misconduct of any Owner, his employees,
guests or invitees, or for excessive use or special use of the services or
facilities provided by the Association, including but not limited to parking,
trash removal and maintenance of improvements.

             (c) "Capital Improvements Assessment" shall mean and refer to a
charge against each Owner and his Lot representing a portion of the cost to the
Association for the installation, construction, unexpected repair or replacement
of any Improvements, including the necessary fixtures said personal property
related thereto, on any portion of the Property upon which the Association may
be required to install, construct, repair or replace any Improvements ax
provided in this Declaration, which coat has not barn provided for by reserves
established by Regular Assessments paid by the Members.

        1.04 Association: "Association" shall mean PACIFIC CORPORATE CENTER
UNIT NO. 1 OWNERS' ASSOCIATION, a California nonprofit mutual benefit
corporation, its successors and assigns.

        1.05 Association Maintenance Areas: "Association Maintenance Areas"
shall mean and refer to all areas within the Property that the Association has
accepted into the Association Maintenance Areas pursuant to subsections 3.06(a),
(b), (c) or (d) of this Declaration.

        1.06 Board of Directors: "Board of Directors" and/or "Board" shall refer
to the Board of Directors of the Association.

        1.07 Bylaws: "Bylaws" shall mean and refer to the Bylaws of the
Association.

        1.08 Declaration: "Declaration" shall mean this Declaration of
Covenants, Conditions and Restrictions, and all amendments thereto.

        1.09 Detention Basin: "Detention Basin" shall mean the detention basin
to be constructed and maintained on a portion of Lot 9 of the Property for the
purpose of receiving silt and storm water run-off from the Property and from
adjacent real property.

        1.10 Developer: "Developer" shall mean CORNERSTONE CORPORATE CENTER, a
California limited partnership, its successors and assigns.


                                       2

<PAGE>
        1.11 Government Regulations: "Government Regulations" shall mean all
present and future governmental laws, statutes, codes, ordinances, rules,
regulations, limitations, restrictions, orders, judgements and other
governmental requirements applicable to the Property, including without
limitation the PID Permit.

        1.12 Guidelines: "Guidelines" shall mean and refer to those guidelines
promulgated by the Architectural Committee pursuant to Article VI of this
Declaration.

        1.13 Improvements: "Improvements" shall mean and refer to all structures
and appurtenances thereto of every type and kind, including, but not limited to,
buildings, outbuildings, garages, irrigation and drainage devices or systems,
fences, screening walls, retaining walls, parking areas, loading areas, poles,
light standards, signs and "Landscape Improvements" (defined below).

        1.14 Landscape Improvements: "Landscape Improvements" shall refer to any
plantings, ground cover, trees and shrubbery existing on a Lot or within
dedicated streets or alleys at the date of this declaration or thereafter
installed, together with any alterations, systems, and equipment installed in
order to enable reasonable maintenance of the plantings, ground cover, trees and
shrubbery.

        1.15 Lot: "Lot" shall mean each separate legal lot within the Property,
but shall not include streets or alleys which have been dedicated to and
accepted by any governmental agency having jurisdiction in the matter.

        1.16 Member: "Member" shall mean and refer to every person or entity who
is an Owner of a fee or undivided fee interest in any Lot.

        1.17 Net Useable Square Footage: "Net Useable Square Footage" shall
mean, with respect to a Lot, all square footage of such Lot, exclusive of (a)
dedicated public pedestrian and roadway rights of way, and (6) slopes of greater
than five percent (5%) that are not within the ten (10) foot landscape setback
from public streets.

        1.18 Owner: "Owner" shall mean and refer to the record Owner, whether
one or more persons or entities, of fee simple title to any Lot, including
contract sellers, but excluding those having such interest merely as security
for the performance of an obligation.

        1.19 PID Permit: "PID Permit" shall mean and refer to Planned Industrial
Development Permit No. 83-0378, as such Permit may be corrected or amended from
time to time.

        1.20 Property: "Property" shall mean that certain real property
described in Exhibit A to this Declaration.

        1.21 Restrictions: "Restrictions" shall mean and refer to the covenants,
conditions, restrictions, liens,


                                       3
<PAGE>
charges, rules and regulations now or hereafter established or imposed by or
pursuant to this Declaration.

        1.22 Submittal: "Submittal" shall mean and refer to all documents
required to be submitted to the Architectural Committee established by this
Declaration.

        1.23 Undeveloped Lot: "Undeveloped Lot" shall mean and refer to any Lot
for which the City of San Diego has not issued a Certificate of Occupancy which
allows occupancy of a completed building.

                                   ARTICLE II

                    ESTABLISHMENT AND PURPOSE OF RESTRICTIONS

        2.01 Establishment of Restrictions: Developer hereby declares that the
Property is now held and shall hereafter be held, transferred, sold, leased,
conveyed, maintained, and occupied subject to the Restrictions herein set forth,
each and all of which is and are for the benefit of, shall inure to, and shall
pass with the Property and each and every part or parcel thereof, and shall
apply to and bind Developer, the Association and any Owner, lessee or other
occupier or user of the Property or any portion thereof, and the heirs,
assignees and successors in interest of Developer, the Association and any such
Owner, lessee, occupier or user.

        2.02 Purpose of Restrictions: The purpose of these Restrictions is to
insure proper development and use of the Property, to protect the Owner of each
Lot against such improper development and use of surrounding parcels as will
depreciate the value of his parcel, to prevent the erection on the Property of
structures built of improper design or materials, to encourage the erection of
attractive Improvements at appropriate locations, to prevent haphazard end
inharmonious Improvements, to secure and maintain proper setbacks from streets
and adequate free spaces between structures, to provide for proper and
sufficient care and maintenance of the Property and the Improvements and
Landscape Improvements thereon, and in general to provide adequately for a high
type and quality of improvement, use and maintenance of the Property in
accordance with a general plan.

                                   ARTICLE III

                                 THE ASSOCIATION

        3.01 Membership in Association: Every Owner shall be a Member of the
Association. Membership shall be appurtenant to and may not be separated from
fee ownership of a Lot, and such fee ownership shall be the sole qualification
for membership. Where more than one person holds a fee interest in any Lot, all
such persons shall be Members. The foregoing is not intended to include persons
or entities who hold an interest merely as security for performance of an
obligation. The terms and provisions set forth in this Declaration, which are
binding upon all Members in the Asso-



                                       4

<PAGE>

ciation, are not exclusive. Each Member shall also be subject to the terms and
provisions of the Government Regulations, the Articles and the Bylaws.

        3.02 Voting Rights: The Association shall have two (2) classes of voting
membership.


             Class A: All Owners with the exception of the Developer shall be
Class A Members. Class A Members shall be entitled to one (1) vote for each Lot
which they own in the Property. When more than one parson holds an interest in
any Lot, the vote or votes for such Lot shall be exercised as they among
themselves determine but in no event shall more than one vote be allocated to
any Lot.

             Class B: The Class B Member shall be the Developer. The Class B
Member shall be entitled to six (6) votes for each Undeveloped Lot in which it
holds a fee interest, and one (1) vote for each Lot which is not an Undeveloped
Lot in which it holds a fee interest. The Class B membership shall cease and
be converted to Class A membership when the Developer is no longer an Owner of
at least once (1) Undeveloped Lot.

             This section may not be terminated, extended, modified or amended
pursuant to Section 11.01 and any such attempt shall be null and void and of
no effect.

             All voting rights shall be subject to the restrictions and
limitations provided herein and in the Articles and the Bylaws.

        3.03 Approval of Members: Unless otherwise specifically provided herein,
any provision of this Declaration or the Bylaws which requires the approval of a
specified majority of the voting power of the Members shall be deemed satisfied
by the following:

             (a) The vote of the specified percentage at a meeting duly called
and noticed pursuant to the provisions of the Bylaws dealing with annual or
special meetings of the Members. Such percentage must be no less than a majority
vote of an authorized quorum;

             (b) A writing or writings signed by the specified percentage; or

             (c) A combination of votes or written assents evidencing the
approval of the specified percentage.

        3.04 Vesting of Voting Rights: Voting rights for a Member of the
Association shall not vest until a Regular Assessment has been levied against
that Member pursuant to Section 4.03.

        3.05 Non-Liability of Board: In discharging their duties and
responsibilities, the Board acts on behalf of and as the representative of the
Association which acts on behalf of and as the representative of the Owners, and
no member of the Board shall be individually or personally lia-

                                       5

<PAGE>

ble for performance or failure of performance of his duties and
responsibilities unless he fails to act in good faith.

        3.06 Duties and Powers: In addition to the duties and powers enumerated
in the Articles and the Bylaws, or elsewhere provided for herein, and without
limiting the generality thereof, the Association shall:

             (a) Have the duty and obligation to accept into the Association
Maintenance Area any landscaped areas for which a Notice of Completion
pertaining to Landscape Improvements has been accepted by the Architectural
Committee pursuant to Section 6.07 hereof.

             (b) Have the duty and obligation to accept into the Association
Maintenance Area the Detention Basin.

             (c) Have the right to accept any other area of the Property into
the Association Maintenance Area, provided, however, that the Association will
not accept any area into the Association Maintenance Area without the consent of
either (1) the Owner of the area to be accepted, or (2) if sufficient to assure
access, the holder of an easement over the area to be accepted, where the
easement allows the holder and the Association to enter the area for landscape
maintenance purposes; provided further that the Association shall not accept any
area into the Association Maintenance Area under this subsection unless the
Board first determines, in its sole and reasonable discretion, that the
acceptance of such area is in keeping with the purpose of these Restrictions and
the Government Regulations.

             (d) Have the right to accept into the Association Maintenance Area
any dedicated public right of way or easement for streets or pedestrian and
non-motor-vehicle sidewalks for which the Association has obtained encroachment
permits, encroachment removal agreements, and any other approvals required from
the City of San Diego by the PID Permit or Government Regulations.

             (e) Have the duty and obligation to maintain and repair the
Improvements, including Landscape Improvements, in the Association Maintenance
Area. Should the Association incur the expense of repairing or maintaining any
portion of the Property which the City of San Diego or any other public agency
is obligated to incur, the Association shall use its reasonable efforts to
obtain reimbursement.

             (f) Have the duty and obligation to obtain, for the benefit of the
Association Maintenance Area, all water, gas and electric services and refuse
collection.

             (g) Have the duty and obligation to pay taxes and charges assessed
against the Association and to pay real and personal property taxes and other
charges assessed against any property owned by the Association, if any.

             (h) Have the duty and obligation to purchase, carry, and at all
times maintain in full force insur-



                                       6

<PAGE>

ance covering the Association Maintenance Area in such amounts and with such
endorsements and coverage as shall be considered good sound insurance coverage
for properties similarly developed and improved. Such insurance to be obtained
by the Association may include, but need not be limited to:

                    (i) Comprehensive public liability insurance, in such limits
as the Association deems necessary.

                    (ii) Workers' Compensation Insurance as the Association
deems necessary;

                    (iii) Association Directors' and Officers' liability
insurance; and

                    (iv) Any other insurance deemed necessary by the
Association.

                The insurance coverage shall be written in the name of, and the
proceeds thereof shall be payable to, the Association. Premiums for all
insurance carried by the Association is a common expense includable in the
Assessments made by the Association.

                (i) Have the right and obligation, in accordance with its
Articles and the Bylaws, to borrow money for the purpose of improving, repairing
or reconstructing the Association Maintenance Area.

                (j) Have the right to employ a manager or other persons and to
contract with independent contractors or managing agents to perform all or any
part of the duties and responsibilities of the Association.

                (k) Have the duty and obligation to establish and maintain a
working capital and contingency fund in an amount to be determined by the Board
of Directors of the Association.

                (l) Have the right to acquire property subject to the provisions
of Section 5.03 herein.

                (m) Have the right to grant easements where necessary for
utilities and sewer facilities over the Association Maintenance Area to serve
the Association Maintenance Area and the Lots.

                (n) Have the right to enforce the provisions of this Declaration
by appropriate means, including without limitation, the expenditure of funds
of the Association, the employment of legal counsel and the
commencement of legal proceedings.

                (o) Have the right to delegate powers to committees, officers
and/or employees of the Association as expressly authorized by the governing
instruments.

                (p) Have the right to adopt, amend, and repeal such rules and
regulations as it deems reasonable to


                                       7

<PAGE>

govern any matters in furtherance of the purpose of the Association, including,
without limitation, the use of the Association Maintenance Areas, the regulation
of Improvements and the use of the Lots; provided, however, that the Association
rules and regulations may not discriminate among Owners, and shall not be
inconsistent with the Government Regulations, this Declaration, the Articles or
the Bylaws. Such rules and regulations may include the establishment of system
of fines and penalties enforceable as Special Assessments.

                                   ARTICLE IV

                            COVENANT FOR ASSESSMENTS

            4.01 Creation of Liens: The Developer, for each Lot owned, hereby
covenants, and each Owner of a Lot by acceptance of a deed therefor, whether or
not it shall be so expressed in such deed, is deemed to covenant and agrees to
pay to the Association: (i) Regular Assessments, (ii) Special Assessments, and
(iii) Capital Improvement Assessments, such Assessments to be established and
collected as provided herein. The Regular, Special and Capital Improvement
Assessments, together with interest, cost, penalties and reasonable attorney's
fees, shall be a charge on the Lot and shall be a continuing lien upon the Lot
against which each such Assessment is made. Each such Assessment, together with
interest, costs, penalties and reasonable attorney's fees, shall also be the
personal obligation of the person who was the Owner of such Lot at the time when
the Assessment fell due.

            4.02 Purpose of Assessments: The Assessments levied by the
Association shall be used exclusively for the purpose of promoting the health,
safety and welfare of the Members of the Association, to provide funds for the
Association to carry out its duties and obligations and, in particular, for the
improvement, landscaping and maintenance of the Association Maintenance Area and
other services and facilities devoted to this purpose, if any.

            4.03 Regular Assessments: The amount of Regular Assessments for a
fiscal year of the Association shall be determined by the Board of Directors of
the Association pursuant to the Articles of Incorporation and Bylaws of said
Association after giving duo consideration to the current maintenance costs and
future needs, including the buildup of reserves for working capital and
contingencies, of the Association. The Board of Directors of the Association
shall fix the, amount of Regular Assessment against each Lot for each fiscal
year at least thirty (30) days in advance of such year. Written notice of the
Regular Assessments shall be sent to every Owner subject thereto at least
fifteen (15) days prior to each fiscal year of the Association. The Regular
Assessments shall be paid in monthly installments.

            4.04 Special Assessments: Each Owner shall be liable to the
Association by way of Special Assessment for any damages to the Association
Maintenance Area or to any of the equipment or improvements thereon which may be
sustained


                                       8
<PAGE>
 by reason of the negligence or willful misconduct of said Owner or of his
employees, agents, guests or invitees, both minor and adult. Any expense
incurred by the Association in repairing such damage, together with costs and
attorneys' fees, shall be a debt of the Owner causing the same, and the Board
may specifically assess, by way of Special Assessment, said Owner for the amount
thereof to the extant that any such damage shall not be covered by a policy of
insurance. The Board may also levy Special Assessments: (i) to reimburse the
Association for steps taken pursuant to Sections 6.07 or 10.01 of this
Declaration; (ii) for Owners who are specifically found to be excessive users of
the services or facilities furnished or provided by the Association, including,
but not limited to, trash removal or parking facilities, or (iii) for steps
taken by the Association to remedy any wrongful violation of this Declaration.

            4.05 Capital Improvement Assessments: In addition to the Regular and
Special Assessments, the Association may levy in any calendar year, a Capital
Improvement Assessment applicable to that year only, provided that any such
Assessment shall have the approval by vote or written consent of Members
entitled to exercise not less than two-thirds (2/3) of the voting power of the
membership of the Association.

            The Board of Directors shall fix the amount of all Capital
Improvements Assessments at least thirty (30) days in advance of the date such
Assessments shall become due and shall give written notice at least fifteen (15)
days in advance of the date such Assessments shall become due to each Owner
subject thereto.

            4.06 Uniform Rate of Collection: The Regular and Capital Improvement
Assessments may be combined and collected on a monthly basis and shall be fixed
at a uniform formula rate for all Lots based upon the Net Useable Square Footage
of each Lot. Fixing Assessments at a uniform formula rate for all Lots does not
apply with respect to Special Assessments.

            4.07 Date of Commencement of Regular Assessments: The Regular
Assessments shall commence as to all Lots on the first day of the month
following the close of escrow for the first conveyance by Developer of any Lot
to any Class A Member of the Association.

            4.08 Certificate of Payment: The Association shall, upon demand,
furnish to any Owner liable for any Assessment, a certificate in writing signed
by an officer of the Association, setting forth whether the Regular and Special
and Capital Improvement Assessments on that Owner's Lot have been paid, and the
amount of the delinquency, if any. A reasonable charge may be made by the Board
for the issuance of these certificates. Such certificate shall be conclusive
evidence of payment of any Assessment therein stated to have been paid.

            4.09 Exempt Property: A11 properties dedicated to and accepted by a
local public authority shall be exempt from assessments.


                                       9
<PAGE>

            4.10 Waiver of Use: No Member may exempt himself by any means
whatsoever from personal liability for assessments duly levied by the
Association, nor release the Lot owned by him from the liens and charges
thereof, by abandonment of his Lot or otherwise.

                                    ARTICLE V

                            NONPAYMENT OP ASSESSMENTS

            5.01 Delinquency: Any Assessment which is not paid when due shall be
delinquent. With respect to each Assessment not paid within fifteen (15) days
after the due date, the Association may, at its election, require the Owner to
pay a "late charge" in a sum to be determined by the Association, but not to
exceed ten percent (10%) of the amount of the delinquent Assessment per each
delinquent Assessment. If any such Assessment is not paid within thirty (30)
days after the delinquency date, the Assessment shall bear interest from the
date of delinquency at the maximum rate permitted by law, and the Association
may, at its option, bring an action at law against the Owner personally
obligated to pay the same, or upon compliance with the notice provisions set
forth in Section 5.02 hereof, to foreclose the lien (provided for in Section
4.01 hereof) against the Lot, and there shall be added to the amount of such
Assessment the late charge, the costs of preparing and filing the complaint in
such action, and in the event a judgment is obtained, such judgment shall
include interest and reasonable attorneys' fees, together with the costs of
action. Each Owner vests in the Association or its assigns, the right and power
to bring all actions at law or lien foreclosure against such Owner to other
Owners for the collection of such delinquent Assessments.

            5.02 Notice of Lien: No action shall be brought to foreclose said
Assessment lien or to proceed under the power of sale herein provided until
thirty (30) days from the date a notice of claim of lien is deposited in the
United States mail, certified or registered, postage prepaid, to the Owner of
said Lot, and a copy thereof is recorded by the Association in the Office of the
San Diego County Recorder; said notice of claim must recite a good and
sufficient legal description of any such Lot, the Owner or reputed Owner
thereof, the amount claimed (which shall include interest, reasonable attorneys'
fees and expenses of collection incurred in connection with the debt secured
by said lien and late charges as specified above), and the name and address of
the claimant.

            5.03 Foreclosure Sale: Any such sale provided for above is to be
conducted in accordance with provisions of the Civil Code of the State of
California, as it may hereafter be modified or amended, applicable to the
exercise of powers of sale in mortgages and deeds of trust, or in any other
manner permitted or provided by law. The Association, through its duly
authorized agents, shall have the right to bid on the Lot at foreclosure sale,
and to acquire and hold, mortgage and convey the same.


                                       10
<PAGE>

            5.04 Curing of Default: Upon the timely payment or other
satisfaction of (a) all delinquent Assessments specified in the notice of claim
of lien, (b) all other Assessments which have become due and payable with
respect to the Lot as to which such notice of claim of lien was recorded, and
(c) interest, late charges, attorneys` fees and other costs of collection
pursuant to this Declaration which have accrued, officers of the Association or
any other persons designated by the Board are hereby authorized to file or
record, as the case may be, an appropriate release of such notice, upon payment
by the defaulting Owner of an amount, to be determined by the Association, to
cover the costs of preparing and filing or recording such release.

            5.05 Cumulative Remedies: The lien and the rights to foreclosure and
Sale thereunder shall be in addition to and not in substitution for all other
rights and remedies which the Association and its assigns may have hereunder and
by law, including a suit to recover a money judgment for unpaid Assessments, as
provided above.

            5.06 Subordination of Assessment Liens: If any Lot subject to a
monetary lien created by any provision hereof shall be subject to the lien of a
deed of trust: (a) the foreclosure of any lien created by anything set forth in
this Declaration shall not operate to affect or impair the lien of such deed of
trust, and (b) the foreclosure of the lien of died of trust or the acceptance of
a deed in lieu of foreclosure of the deed of trust shall not operate to affect
or impair the lien hereof, except that the lien hereof for said charges as shall
have accrued up to the foreclosure or the acceptance of the deed in lieu of
foreclosure shall be subordinate to the lien of the deed of trust, with the
foreclosure purchaser or deed-in-lieu grantee taking title free of the lien
hereof for all said charges that have accrued up to the time of the foreclosure
or deed given in lieu of foreclosure, but subject to the lien hereof for all
said charges that shall accrue subsequent to the foreclosure or deed given in
lieu of foreclosure.

                                   ARTICLE VI

                              ARCHITECTURAL CONTROL

            6.01 Architectural Committee: There shall be an Architectural
Committee consisting of three (3) persons to be appointed by the Developer.
Except as otherwise provided herein, the members of the Architectural Committee
shall be subject to removal by the Developer at any time, with or without cause.
All vacancies on the Architectural Committee shall be filled by appointment by
the Developer. In the event of failure of the Developer to appoint such
Committee or to fill any vacancies therein, the Board shall have the right by
written document to appoint the members of the Architectural Committee or to
fill any vacancies. The Developer shall surrender and the Board shall assume the
right to appoint and remove the members of the Architectural Committee on the
date that Developer no longer owns at least one (1) Undeveloped Lot, provided
that the Developer shall, at its election, be entitled at all times to appoint
at


                                       11
<PAGE>

least one (1) person to the Architectural Committee, whether or not the
Developer is an Owner of a Lot. The Architectural Committee shall act by
majority vote of its members, but a majority of the Architectural Committee may
designate a representative to act for it.

            6.02 Promulgation of Guidelines: The Architectural Committee may
promulgate, from time to time, Guidelines setting forth the procedure for
submission and approval of and the form and content of Submittals for the
erection, construction, installation or alteration of Improvements, including
Landscape Improvements. These rules and regulations shall be promulgated to
assist Members in the submission of plans and specifications. In promulgating
and changing Guidelines, the Architectural Committee shall apply standards
consistent with the Government Regulations and the purpose of this Declaration.

            6.03 Plan Review: No Improvement of any nature whatsoever
(including, but not limited to, any alteration or addition to any Improvements
existing from time to time) shall be constructed, installed, assembled,
maintained or permitted to remain on any Lot until plans and specifications for
such Improvement (the "Submittals") shall have been approved in writing by the
Architectural Committee. All Submittals shall be prepared by an architect and/or
engineer, licensed to practice in the State of California, and shall be
submitted in writing over the signature of the Owner or his authorized agent.
Each Submittal shall conform to the Guidelines and any restrictions contained in
the deed pursuant to which the Developer first conveyed title to the Lot for
which the Submittal is made. Three (3) copies of each Submittal are required.

            6.04 Approvals: The Architectural Committee shall base its approval
or disapproval of any Submittal on, among other things, the adequacy of site
dimensions; the adequacy of structural design; the conformity and harmony of
external design with the neighboring structures; the affect of location and use
of improvements on neighboring sites, operations and uses; the relation of the
topography, grade and finished ground elevation of the site being improved to
that of the neighboring sites; the proper facing of elevations with respect to
nearby streets; and the conformity of the Submittal to the Government
Regulations and the purpose and general plan and intent of this Declaration. The
Committee shall not arbitrarily or unreasonably withhold its approval of such
Submittal. If the Architectural Committee fails either to approve or to
disapprove any Submittal within sixty (60) days after the same has been
submitted to and received by the Architectural Committee, it shall be
conclusively presumed that the Architectural Committee has approved the
Submittal, provided that the Improvements discussed in the Submittal are in
accord with the Government Regulations. Notwithstanding anything herein to the
contrary, approval by the Architectural Committee is not exclusive and all plans
and specifications required to be approved by the City of San Diego, whether
through the building permit process or otherwise, shall be so approved prior to
the commencement of construction.


                                       12
<PAGE>

            6.05 Variances: Where circumstances, such as topography, location of
lot lines, location of trees, or other matters require, the Architectural
Committee may allow reasonable variances as to any of the Restrictions contained
in this Declaration and under the jurisdiction of the Architectural Committee,
on such terms and conditions as it shall require; provided, however, that all
such variances shall be in keeping with the provisions of the Government
Regulations and the purpose of this Declaration.

            6.06 Construction: Upon receipt of approval from the Architectural
Committee pursuant to this Section, the Owner to whom the same is given shall,
as soon as practicable, satisfy all conditions thereof and diligently proceed
with the commencement and completion of all approved construction and
alterations. In all cases, work shall be substantially completed within
twenty-four (24) months from the date of such approval. If there is a failure to
comply with this Section, then the approval given pursuant to this Section shall
be deemed revolted unless the Architectural Committee, upon request made prior
to the expiration of said twenty-four (24) month period, extends the time for
completing the work.

            6.07 Certificates of Compliance: Upon completion of construction or
installation of any Improvements, the Owner shall supply the Architectural
Committee with a Notice of Completion from a duly licensed or registered
architect certifying that the Improvements as constructed or installed are in
compliance with the Submittal previously approved by the Architectural
Committee. In the case of work involving Landscape Improvements, a separate
Notice of Completion pertaining to the Landscape Improvements shall be filed by
a landscape architect. If the Architectural Committee determines that the
Improvements are not in compliance with the previously approved Submittals, it
shall notify the Owner in writing of such non-compliance within ninety (90) days
after the receipt of the Notice of Completion. If the Architectural committee
determines that the Owner has not remedied the non-compliance within thirty (30)
days from the date of the notice of non-compliance, the Architectural Committee
shall notify the Association of the non-compliance. The Association shall
thereafter have the right to take such steps to remedy the non-compliance as the
Board in its sole discretion deems reasonable and necessary.

            Unless the Architectural Committee determines within (90) days that
the Improvements are not in compliance with the previously approved Submittal,
the Notice of Completion shall be deemed accepted by the Architectural
Committee.

            6.08 Architectural Fee: The Architectural Committee may charge and
collect a reasonable fee for the examination of any Submittals. The amount of
such fee shall not exceed the cost of making such examination, including the
cost of any architect's or engineer's fees incurred in connection therewith.

            6.09 Waiver: The approval of the Architectural Committee of any
Submittals for any work done or proposed.


                                       13
<PAGE>

or for any other matter requiring the approval of said Committee, shall not be
deemed to constitute a waiver of any right to withhold approval of any similar
plans, drawings, specifications or other matters subsequently submitted for
approval.

            6.10 Nonliability for Decisions: Neither the Developer, the
Association, nor the Architectural Committee or the members thereof shall be
liable to anyone submitting plans to them for approval or to any Owner or lessee
of land affected by this Declaration, by reason of mistake in judgment,
negligence or nonfeasance arising out of or in connection with the approval or
disapproval or failure to approve any such plans. Approval or disapproval of any
Submittal by the Architectural Committee shall not constitute a determination as
to the structural integrity, adequacy or fitness of the Improvements
contemplated by such submittal, and neither the Developer, the Association, nor
the Architectural Committee or the members thereof shall be liable to anyone
submitting plans for approval or to any Owner or lessee of land affected by this
Declaration in the event the Improvements contemplated by such Submittal are
inadequate or unfit. Every person who submits plans to the Architectural
Committee for approval agrees, by submission of such plans, and every Owner or
lessee of any of the property agrees, by acquiring title thereto or interest
therein, that he will not bring any action or suit against the Developer, the
Association, the Architectural Committee or any members thereof to recover any
damages for any of the foregoing.

            6.11 General: The members of the Architectural Committee shall not
be entitled to any compensation for services performed pursuant to this
Declaration; however, any architect, engineer or similar party employed by the
Architectural Committee to assist in the review of Submittals shall be entitled
to a fee.

            6.12 Disclosure and Waiver of Conflict of Interest: The Developer
hereby discloses the following:

            (a) The members of the Architectural Committee may be affiliated
with and employed by the Developer.

            (b) Should the Developer submit plans and specifications to the
Architectural Committee, the members of the Architectural Committee appointed by
the Board may be in a conflict of interest in rendering their decisions.

            Neither the Developer nor any member of the Architectural Committee
shall have any liability to any Owner or other person by reason of decision
which may benefit the Developer rendered in good faith by the Architectural
Committee or any member thereof while in a conflict of interest, and each Owner
hereby waives any claim of liability against the Developer, the Architectural
Committee, or any member thereof based on such conflict of interest. Nothing
herein stated is intended to limit the application or meaning of Section 6.10
above or Section 1.03 below.


                                       14
<PAGE>

                                   ARTICLE VII

                        REGULATION OF OPERATIONS AND USES

            7.01 Prohibited Operations and Uses: In addition to those operations
prohibited by the Government Regulations, the following operations and uses
shall not be permitted on the Property or any portion thereof:

                  (a) Residential use of any type.

                  (b) Trailer courts or recreational vehicle campgrounds.

                  (c) Junk yards or recycling facilities.

                  (d) Drilling for and removing oil, gas or other hydrocarbon
substances.

                  (e) Refining of petroleum or petroleum products.

                  (f) Commercial storage of petroleum products.

                  (g) Excavation of building or construction materials (except
for excavation necessary in the course of approved construction).

                  (h) Distillation of bones.

                  (i) Dumping, disposal, incineration or reduction of garbage,
sewage, offal, dead animals or other refuse.

                  (j) Fat rendering.

                  (k) Stockyard or slaughter of animals.

                  (l) Smelting of any ore.

                  (m) Cemeteries.

                  (n) Jail or honor farms.

                  (o) Labor or migrant worker camps.

                  (p) Truck terminals.

                  (q) Storage of construction materials and equipment (except as
necessary in the course of approved construction).

                  (r) Any use (other than approved construction) which emits
dust, sweepings, dirt, cinders, fumes, gases, odors, acids, steam or other
substances into the atmosphere, or discharges liquid, solid wastes or other
matter into any water reclamation area or water way which, in the opinion of the
Developer or the Board of Directors, may adversely affect the health, safety, or
comfort of persons within the area or may be harmful to vegetation or property.


                                       15
<PAGE>

                  (s) The radiation or discharge of intense glare or heat, or
atomic, electromagnetic, microwave, ultrasonic, laser or other radiation, except
within an area screened and enclosed in such a manner as to be indiscernible
from any point outside the Lot on which the operation is conducted.

                  (t) The emission of any vibration, noise or sound which, in
the opinion of the Developer or the Board of Directors, is objectionable due to
intermittence, frequency, strength, shrillness or volume.

            7.02 Other Operations and Uses: Operations and uses which are
specifically prohibited by these restrictions may be permitted in a specific
case if written detailed operational plans and specifications therefor are
submitted to and approved in writing by the Association. Approval or disapproval
of such plans and specifications shall be based upon the effect of such
operations or uses on other portions of the Property or upon the occupants
thereof. If the Association fails either to approve or to disapprove such plans
and specifications within sixty (60) days after the same have been submitted to
it, it shall be conclusively presumed that the Association has disapproved said
plans and specifications. Notwithstanding anything contained herein to the
contrary, no activity shall be allowed on any Lot if it is prohibited by the
Government Regulations.

            7.03 Exculpation: Neither the Developer, the Association nor the
Board or any members thereof shall bye liable in damages to anyone submitting
operational plans and specifications to them for approval, or to any Owner or
lessee of the Property or any portion thereof by reason of mistake in judgment,
negligence or nonfeasance arising out of or in connection with the approval or
disapproval or failure to approve any such operational plans and specifications.
Approval or disapproval of any Submittal by the Architectural Committee shall
not constitute a determination as to the structural integrity, adequacy or
fitness of the Improvements contemplated by such submittal, and neither the
Developer, the Association, nor the Architectural Committee or the members
thereof shall be liable to anyone submitting plans for approval or to any Owner
or lessee of land affected by this Declaration in the event the Improvements
contemplated by such Submittal are inadequate or unfit. Every person who
submits operational plans and specifications to the Association for approval
agrees, by submission of such plans and specifications, and every Owner and
lessee of any of the Property agrees, by acquiring title thereto or interest
therein, that he will not bring any action or suit against the Developer, the
Association, the Board or any members thereof to recover any damages for any of
the foregoing,


                                       16
<PAGE>

                                  ARTICLE VIII

                           ENCROACHMENTS AND EASEMENTS

            8.01 Encroachments: Each Lot is hereby declared to have an easement
over all adjoining property (including Lots) for the purpose of accommodating
minor encroachments due to original engineering or surveying errors, errors in
original construction of Improvements, errors in reconstruction or repair of
Improvements in accordance with plans and specifications approved by the
Architectural Committee, or settlement or shifting or movement of an
Improvement.

            8.02 Utility Easements: The Developer hereby reserves, together with
the right to grant and transfer the same, such rights of way and easements over
the Property as may be necessary or convenient for the purpose of erecting,
constructing, repairing, maintaining, replacing and operating utility services
over, across, under and through the Property within the designated setback
areas, including without limitation wires, poles, pipes and conduits for
lighting, power, television, telephone and other communication facilities, gas,
water, storm sewers, sanitary sewers, and other utility lines. The Developer
shall have the right to grant rights of way or easements to others to carry out
the foregoing purposes. Upon the laying, repair, maintenance or replacement of
any such lines, wires, pipes, conduit. or sewers, the Property shall be restored
to the same condition it was in prior to the doing of such work.

            8.03 Slope and Drainage: The Developer hereby reserves for itself,
each Owner and the Association, easements to allow the drainage of water under,
upon and across each Lot in the established drainage ways existing on each Lot.
"Established drainage ways" shall mean and refer to the Developer's plan
for drainage as shown on the Developer's grading plan for the Property and any
drainage improvements installed by the Developer, the Association or any Owner
pursuant to such grading plans or any Government Regulation.

            8.04 Grades, Cuts and Fills: The Developer hereby reserves, together
with the right to grant and transfer the same, easements to make such cuts and
fills as are necessary to grade the streets or private ways and/or other
Improvements within the Property, whether dedicated or not dedicated to the City
of San Diego or other political subdivision, in accordance with such grades as
the City of San Diego or other political subdivision may establish, and the
rights to provide the necessary support and protection of streets so graded,
including to slope upon abutting Lots.

            8.05 Performance and Discharge of Rights and Duties: The Developer
hereby reserves for itself, the Association and their agents a non-exclusive
easement for ingress and egress over the Property and each Lot for the purpose
of permitting the Association, the Board of Directors, the Architectural
Committee, the Developer and their agents to discharge their rights and
obligations as described in this Declaration.


                                       17
<PAGE>

                                   ARTICLE IX

                             MAINTENANCE BY OWNERS

            Except to the extent the Association shall be obligated to maintain
and repair the Landscape Improvements located within a Lot pursuant to Section
3.06 hereof, the Owner of each Lot shall maintain and repair such Lot, including
the Improvements thereon, in good condition and repair and in accordance with
the provisions of this Declaration, the Government Regulations and the rules and
regulations, if any, of the Association and the Architectural Committee. Without
limiting the generality of the foregoing, the Owner of each Lot shall at all
times keep it and the Improvements thereon in a safe, clean and wholesome
condition and comply, at its own expense, in all respects with all applicable
governmental, health, fire and safety ordinances, regulations, requirements and
directives and the Owner shall at regular and frequent intervals remove at its
own expense any rubbish of any character whatsoever which may accumulate upon
such Lot. Each Lot and all Improvements thereon, including all concrete terrace
drains, shall at all times be constructed, kept and maintained by the Owner of
the Lot in first-class condition, repair and appearance similar to that
maintained by other owners of high-class properties of similar class and
construction in San Diego County. All repairs, alterations, replacements or
additions to Improvements shall be at least equal to the original work in class
and quality. The necessity and adequacy of such repairs shall be measured by the
same standard as for the original construction and maintenance. All outdoor
refuse collection areas shall be completely enclosed and screened by a
constructed wall of durable material not less than :six (6) feet in height. All
such areas shall have concrete floors and shall be sufficient in size to
contain all refuse generated on each Lot, but in no event smaller than six (6)
feet by eight (8) feet. No refuse collection areas shall be permitted between a
street and the front of a building.

                                    ARTICLE X

                                   ENFORCEMENT

            10.01 Abatement and Suit: Violation or breach of any Restriction,
easement or reservation now or hereafter imposed by this Declaration shall give
to the Association, the Architectural Committee and the Developer, the right to
enter upon the Lot on which said violation or breach exists and to summarily
abate and remove, at the expense of the Owner thereof, any structure, thing, or
condition that may be or exist thereon contrary to the intent and meaning of the
provisions hereof, and/or to prosecute a proceeding at law or in equity against
the person or persons who have violated or are attempting to violate any such
Restriction, easement or reservation to enjoin or prevent them from so
violating, to cause said violation to be remedied or to recover damages for said
violation.

            10.02 Deemed to Constitute a Nuisance: The result of every action or
omission whereby any Restriction,


                                       18
<PAGE>

easement or reservation herein contained is violated in whole or in part, except
for variances from such Restriction, easement or reservation properly approved
by the Architectural Committee or the Association, is hereby declared to be and
to constitute a nuisance, and every remedy allowed at law or equity against
every such result may be exercised by the Association, the Architectural
Committee or any Owner.

            10.03 Suspension of Members: The Association shall have the right to
suspend the voting rights of a Member for any period during which any assessment
against his Lot remains unpaid and delinquent, provided that any suspension of
such voting rights shall be made only by the Association, or a duly appointed
committee thereof, after notice and hearing given and held in accordance with
the Bylaws.

            10.04 Attorney's Fees: If an Owner defaults in the performance or
observance of any provision of this Declaration and any party entitled to
enforce the provisions pursuant to Section 11.01 has obtained the services of an
attorney with respect to the defaults involved, the Owner covenants and agrees
to pay to such party, as a condition of settlement of said default, any costs or
fees involved including reasonable attorneys' fees, notwithstanding the fact
that suit has not yet been instituted. In the event of action to enforce any of
the provisions contained in this Declaration, the party prevailing in such
action shall be entitled to recover from the other party thereof as part of the
judgment reasonable attorneys' fees and costs of such suit.

            10.05 Inspection Rite: The Association, the Developer, the
Architectural Committee or authorized representatives of either, may from time
to time, at any reasonable hour, enter upon and inspect any Lot or any
portion thereof or Improvements thereon, to ascertain compliance with this
Declaration, but without obligation to do so or liability therefor.

            10.06 Failure to Enforce Not a Waiver of Rights: The failure of
the Developer, the Association, the Architectural Committee or any Owner to
enforce any Restriction, easement or reservation now or hereafter imposed by
this Declaration shall in no event be deemed to be a waiver of the right to do
so thereafter nor of the right to enforce any other Restriction.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            11.01 Termination and Modification: Except as otherwise provided in
Section 3.02, this Declaration or any Restriction contained herein, may be
terminated, modified or amended, as to the whole of the Property or any portion
thereof, with the approval of the Owners of at least eight (8) of the Lots. No
such termination, modification or amendment shall be effective until proper
instrument in writing has been executed and acknowledged and recorded in


                                       19
<PAGE>

the office of the County Recorder, San Diego County, California.

            11.02 Assignments of Developer's Rights and Duties: Any and all of
the rights, powers and reservations of the Developer herein contained may be
assigned to any person, corporation, partnership, association or other entity
and any such person, corporation, partnership, association, or entity, to the
extent of such assignment, shall have the same rights and powers and be subject
to the same obligations and duties as are given to and assumed by the Developer
herein.

            11.03 Assignment of Association's Rights and Duties: Any and all of
the rights, powers and reservations of the Association herein contained may be
assigned to any person, corporation, partnership, association or other entity
and any such person, corporation, partnership, association or other entity, to
the extent of such assignment, shall have the same rights and powers and be
subject to the same obligations as are given to and assumed by the Association.

            11.04 Constructive Notice and Acceptance: Every person who now or
hereafter owns or acquires any right, title or interest in or to any portion of
the Property is and shall be conclusively deemed to have consented and agreed to
every Restriction, easement or reservation none or hereafter imposed by this
Declaration, whether or not any reference to this Declaration or such
Restriction, easement or reservation is contained in the instrument by which
such person acquired an interest in said Property.

            11.05 Rights of Mortgagees: All Restrictions herein contained shall
be deemed subject and subordinate to all mortgages and deeds of trust now or
hereafter placed upon the Property subject to these restrictions or any portion
thereof, and none of said restrictions shall supersede or in any way reduce the
security of any such mortgage or deed of trust; provided, however, that if any
portion of the Property is sold through the foreclosure of any mortgage or under
the provisions of any deed of trust, any purchaser at such sale and his
successors and assigns shall hold any and all Property so purchased subject to
all of the restrictions and other provisions of this Declaration.

            11.06 Mutuality, Reciprocity, Runs with Land: All Restrictions,
easements, reservations and agreements contained herein are made for the direct,
mutual and reciprocal benefit of each and every portion and Lot of the Property;
shall create mutual, equitable servitudes upon each Lot in favor of every other
Lot; shall create reciprocal rights and obligations among the respective Owners
of all Lots and privity of contract and estate among all grantees of said Lots,
their heirs, successors and assigns; and shall, as to the Owner of each Lot,
his heirs, successors and assigns, operate as covenants running with the land,
for the benefit of all other Lots.

            11.07 Paragraph Headings: Paragraph headings, where used herein, are
inserted for convenience only and are


                                       20
<PAGE>
not intended to be a part of this Declaration or in any way to define, limit or
describe the scope and intent of the particular paragraphs to which they refer.

     11.08   Effect of Invalidation: If any provision of this Declaration is
held to be invalid by any court, the invalidity of such provision shall not
affect the validity of the remaining provisions hereof.

     11.09   Choice of Law. This Declaration shall be construed and enforced in
accordance with the laws of the State of California.

     IN WITNESS WHEREOF, the undersigned have executed this Declaration on the
date first hereinabove written.


                                          CORNERSTONE CORPORATE CENTER,
                                          a California limited
                                          partnership

                                          By: Cornerstone Development
                                              Partnership #4, a
                                              California general
                                              partnership, general
                                              partner


                                              By: /s/ WILLIE E. SHORT
                                                 ------------------------------
                                                 Willie E. Short, II
                                                 general partner


                                              By: /s/ DONALD C. ALFORD, Trustee
                                                  -----------------------------
                                                  Donald C. Alford III,
                                                  Trustee, general partner



CAT NO. ????????????
TD T996 CA (1-63)                            [LOGO] TICOR TITLE INSURANCE
(Partnership as a Partner of a Partnership)


STATE OF CALIFORNIA   }
COUNTY OF San Diego   }  ss.

On April 19, 1985 before me, the undersigned, a Notary Public in and for said
State, personally appeared Willie E. Short and Donald C. Alford, Trustee,
personally known to me or proved to me on the basis of satisfactory evidence to
be the person who executed the within instrument as two of the partners of
Cornerstone Development Partnership #4, the partnership that executed the within
instrument, and acknowledged to me that  ______________________________________
they executed the same on behalf of      |         OFFICIAL SEAL
Cornerstone Corporate Center, a          |        SARAJUAN FADDEN
partnership, and that said last named    |   NOTARY PUBLIC, CALIFORNIA
partnership executed the same.           |      PRINCIPAL OFFICE IN
WITNESS my hand and official seal.       |       SAN DIEGO COUNTY
                                         | My Commission Exp. Oct 19 1987
Signature /s/ SARAJUAN FADDEN            |
                                         |       (This ??? for ?????)


<PAGE>
                                  Exhibit "A"


                            Description of Property


     Lots 1 through 11, inclusive, and Lot A, as shown on Map No. 11126 recorded
January 18, 1985 in the Official Records of San Diego County, California.


                                  Exhibit "A"
<PAGE>
                     PLANNING DIRECTOR RESOLUTION No. 6032

      GRANTING PLANNED INDUSTRIAL DEVELOPMENT PERMIT AMENDMENT NO. 85-0830

WHEREAS, on April 2, 1984, the Planning Director of The City of San Diego
granted Planned Industrial Development Permit NO. 83-0378 to construct and
operate an industrial development, located on the north side of Mira Mesa
Boulevard, one-half-mile east of Interstate 805 Freeway; and

WHEREAS, PACIFIC CORPORATE ASSOCIATES, a limited partnership, owner/permittee
filed an application for a Planned Industrial Development Permit Amendment to
construct and operate an industrial development, located on the north side of
Mira Mesa Boulevard one-half-mile east of Interstate 805 Freeway described as
Lots 1-11, Pacific Corporate Center Unit 1, Map No. 11126, and Portions of
Section 33, T145, R3W and Portions of Sections 3 and 4, T155, R3W, SBDM in the
A-1-10 and A-1-10 HR (proposed M-IA and M-181) Zones; and

WHEREAS, on February 18, 1986, the Planning Director of The City of San Diego
considered Planned Industrial Development Permit No. 85-0830 pursuant to Section
101.0910 of the Municipal Code of The City of San Diego and; NOW, THEREFORE,

BE IT RESOLVED, by the Planning Director of The City of San Diego, as follows:

1. That the Planning Director adopts as the Findings of the Planning Director
those written Findings dated February 18, 1986, a copy of which is attached
hereto and by this reference incorporated herein.

2. That said Findings are supported by maps and exhibits, all of which are
herein incorporated by reference.

BE IT FURTHER RESOLVED, that based on the Findings hereinbefore ??? by the
Planning Director, Planned Industrial Development Permit No. 85-0830 (Amendment
to PID No. 83-03781, is hereby granted to Owner/Permittee in the form and with
the terms and conditions as set forth in Planned Industrial Development Permit
No. 85-O830, a copy of which is attached hereto and made a part hereof.

FINDINGS

1. The proposed project will fulfill a need and will not adversely affect the
neighborhood, the General Plan, or the Community Plan. The Mire Mesa Community
Plan designates the area for light-industrial uses. The project is a phased
industrial-office development, which is consistent with this land use


<PAGE>
                                     O 1946

designation. The development would be compatible with surrounding land uses,
proposed and existing.

2. The proposed project, because of conditions that have been applied to it,
will not be detrimental to the health, safety and general welfare of persons
residing or working in the area, and will not adversely affect other property in
the vicinity. Land use limitations have been placed on specific lots in the
industrial development. This will ensure that traffic generated by the project
will not exceed the carrying capacity of the community transportation system.

3. The proposed protect will comply with all the relevant regulations in the
Municipal Code. The development meets all of the requirements of the Planned
Industrial Development Ordinance.

                                        [SIGNATURE ILLEGIBLE]
                                       -----------------------------------------
                                       Burch ???, Senior Planner


                                       /s/ JACK VAN CLAAVE
                                       -----------------------------------------
                                       Jack Van Claave, Planning Director


<PAGE>
                                                                    Page 1 of 11

                                   --00 1947

               PLANNED INDUSTRIAL DEVELOPMENT PERMIT NO. 85-0830
                         (AMENDMENT TO PID NO. 83-0378)
                               PLANNING DIRECTOR

This Planned Industrial Development Permit Amendment is granted by the Planning
Director of the City of San Diego to PACIFIC CORPORATE ASSOCIATES, a limited
partnership, "Owner/Permittee," under conditions in Section 101.0920 of the
Municipal Code of The City of San Diego.

1.   Permission is granted to Owner/Permittee to construct and operate an
industrial development, located on the north and south sides of Mira Mesa
Boulevard, one-half-mile east of Interstate 805 Freeway, described as Lots
1-11, Pacific Corporate Center Unit 1, Map No. 11126, Portions of Section 33,
T145, R3W, and Portions of Section 3 and 4, T155, R3W SBBM, in the A-1-10 and
A-1-10 HR (Proposed M-1A and M-1B) Zones.

2.   The project shall consist of the following:

     a.   33 industrial lots, individually graded and padded; and six open
          space lots, all on approximately 278 acres;

     b.   Light industrial and office users, totaling a maximum of
          6,240,000 square feet of floor area;

     c.   Landscaping;

     d.   Off-street Parking;

     e.   Incidental accessory uses as may be determined incidental and
          approved by the Planning Director.

3.   Prior to the issuance of any building permits, a community plan amendment
for transportation issues shall be completed and approved as described in EOD
No. 83-0378. This planned industrial development permit shall be consistent
with this community plan amendment.

4.   Before issuance of any grading permits for any unit or phase, complete
grading plans shall be submitted to the Planning Director for approval. Plans
shall be in substantial conformity to Exhibit "A," dated February 18, 1986, on
file in the office of the Planning Department. No change, modification or
alterations shall be made unless appropriate applications or amendment of this
permit shall have been granted.

5.   Grading for the project should be encouraged during the dry season (April
1 through October 31). Grading which occurs during the rainy season (November 1
to March 31) shall require special engineering techniques approved by the City
Engineer, in addition to erosion-control measures contained in the City's Land
Development Ordinance.




<PAGE>
PID Permit No. 85-0830                                              Page 2 of 11

6.   Manufactured slopes shall be hydroseeded with native plant mixtures similar
in composition to the existing natural vegetation. Graded pad areas shall be
hydroseeded to prevent erosion, in the event that construction of buildings does
not occur within 30 days following grading, or temporary erosion control
facilities be installed to collect silt and prevent pad erosion satisfactory to
the Planning Director and City Engineer.

7.   Before issuance of any building permits for any unit or phase, a complete
landscape plan, including a permanent irrigation system, shall be submitted to
the Planning Director for approval. The plans shall be in substantial conformity
to Exhibit "A," dated February 18, 1986, on file in the office of the Planning
Department. Approved planting shall be installed before issuance of any
occupancy permit on any building. Such planting shall not be modified or altered
unless this permit has been amended.

8.   Prior to the issuance of any building permits, a development plan package
for each lot or group of lots shall be submitted to the Planning Director for
approval. This development plan package shall include the following:

     a.   a completed Planned Industrial Development Permit Supplemental
          Application Form for each lot or group of lots proposed for
          development;

     b.   One (1) plot drawn in accordance with instructions contained in
          Planned Industrial Development Permit Supplemental Application Form;

     c.   One (1) copy of drawing showing exterior elevations and building
          materials of all sides of all buildings, including signs;

     d.   One (1) set of floor plans depicting general use of the building(s);
          and

     e.   One (1) copy of a landscape/irrigation plan.

9.   The number of parking spaces shall conform to regulations of the underlying
zones. Parking spaces shall be consistent with Division 8 of the Municipal Code
and shall be permanently maintained and not converted for any other use. Parking
spaces and aisles shall conform to Planning Department standards. Parking areas
shall be marked. Five percent of the parking located nearest to building
entrances shall be designated as preferred parking for ride-sharers. This
parking shall be indicated on development plans, to be approved by the Planning
Director.

10.  Lots A-1 to A-11; and B-1, B-2A, B-2B, B-2C, B-5 to B-8, C-2 and C-4 on
Exhibit "A," dated February 18, 1986, shall be
<PAGE>
PID Permit No. 85-0830                                              Page 3 of 11



developed with uses permitted in the M-IP Zone only, except that
accessory/support uses, as indicated in the approved development text on file in
the office of the Planning Department, may also be permitted.

11.  Lots D-1 to D-8 on Exhibit "A," dated February 18, 1986, shall be developed
with uses permitted in the M-LI Zone only, except that accessory/support uses,
as indicated in the approved development text on file in the office of the
Planning Department, may also be permitted.

12.  Lots D-1 to D-8 on Exhibit "A," dated February 18, 1986, may be developed
to multi-tenant uses, which shall be limited to those permitted by the M-LI
Zone.

13.  Lots D-1 to D-8 on Exhibit "A," dated February 18, 1986, shall be subject
to the "single company or agency per parcel" requirement of the M-LI Zone, with
respect to office uses as described in Section 101.0431.1, Paragraph 8.5, of the
Municipal Code of the City of San Diego, except that the Planning Director may
authorize temporary occupancy of these premises by third parties not related to
the primary occupant or its business, subject to the following conditions:

    a.   The leasing or letting is appropriate in order to make beneficial use
         of space that is temporarily not needed by the primary occupant because
         either (i) more office space was initially constructed or acquired than
         was initially needed, although the primary occupant in good faith
         reasonably expected at the time of construction or acquisition that it
         would need all of the office space in due course, or (ii) the primary
         occupant has temporarily been required to reduce its office force due
         to conditions beyond its reasonable control.

    b.   The primary occupant in good faith will use reasonable efforts to
         occupy the space itself as soon as practicable.

    c.   The term of the lease or letting shall not exceed the remaining portion
         of the period during which the space is reasonable expected not to be
         needed by the primary occupant.

    d.   The off-street parking regulations of the M-LI Zone will be compiled
         with.

    e.   Such leasing or letting will not materially adversely affect the
         overall purposes and intent of the M-LI Zone in San Diego.

14.  Lots B-3, B-4, C-1 and C-2 may be developed, either in whole or part, with
support commercial uses or M-IP Zone uses.
<PAGE>
PID Permit No. 85-0830                                              Page 4 of 11

15. Development of each lot or group of lots shall not exceed the maximum Floor
Area Ratios (FAR) indicated in the following table:

     a. Carroll Canyon Subarea

<TABLE>
<CAPTION>
                                            Maximum
          Lots            Acres             FAR             *Zone
<S>                       <C>               <C>             <C>
          A-1               2.3             0.6             M-1B
          A-2               3.5             0.6             M-1B
          A-3               2.9             0.6             M-1B
          A-4               1.1             0.6             M-1B
          A-5              10.2             0.6             M-1B
          A-6               2.1             0.6             M-1B
          A-7               3.1             0.6             M-1B
          A-8               2.9             0.6             M-1B
          A-9              14.5             0.6             M-1B
          A-10              5.0             0.6             M-1B
          A-11              5.3             0.6             M-1B
                           52.9
</TABLE>

     b. Boulevard Subarea

<TABLE>
<CAPTION>
                                            Maximum
          Lots            Acres             FAR             *Zone
<S>                       <C>               <C>             <C>
          B-1               9.4             0.6             M-1B
          B-2A              5.2             0.6             M-1B
          B-2B              8.5             0.6             M-1B
          B-2C              6.5             0.6             M-1B
          B-3               5.8             0.6             M-1A
          B-4               6.9             0.6             M-1B
          B-5               6.4             0.6             M-1A
          B-6               6.0             0.6             M-1B
          B-7               3.9             0.6             M-1B
          B-8               7.3             0.6             M-1B
                           65.9
</TABLE>

     c. Central Subarea

<TABLE>
<CAPTION>
                                            Maximum
          Lots            Acres             FAR             *Zone
<S>                       <C>               <C>             <C>
          C-1               8.0             1.055           M-1A
          C-2               4.2             1.055           M-1A
          C-3               4.4             1.055           M-1B
          C-4               4.6             1.055           M-1B
                           21.2
</TABLE>

     d. Lopez Canyon Subarea

<TABLE>
<CAPTION>
                                            Maximum
          Lots            Acres             FAR             *Zone
<S>                       <C>              <C>             <C>
          D-1              40.5 (1)         0.54            M-1B
          D-2               4.8 (2)         0.4             M-1B
          D-3               6.0 (3)         0.4             M-1B
          D-4               5.7 (4)         0.4             M-1B
          D-5              18.1             0.54            M-1B
          D-6              17.3 (5)         0.54            M-1B
          D-7               6.0             0.4             M-1B
          D-8               6.0             0.4             M-1B
                          104.4
</TABLE>

     Grand Total 244.4 acres
<PAGE>

PID Permit No. 85-0830                                              Page 5 of 11

      * Subject to limitations contained in accompanying document "Pacific
        Corporate Center, a Planned Industrial Development," dated February 18,
        1986, prepared by Tarrini and Brink, consultants.

        (1) Includes acreage for Lots E-3 and E-4 for FAR purposes

        (2) Includes acreage for Lot E-2 for FAR purposes

        (3) Includes acreage for Lot E-5 for FAR purposes

        (4) Includes acreage for Lot E-6 for FAR purposes

        (5) Includes acreage for Lot E-1 for FAR purposes

16. Any variance from the standards contained in Conditions No. 10-14 of this
permit and in the document "Pacific Corporate Center, a Planned Industrial
Development," must be approved by the Planning Director after a public hearing
as a formal amendment of this PID.

17. Each development plan package shall become a part of Exhibit "A," dated
February 18, 1986, on file in the office of the Planning Department. The
cumulative total floor area and proposed parking spaces for each phase shall be
monitored in a manner approved by the Planning Director, to ensure that all
conditions of the PID permit are met.

18. A maximum of three traffic-generation studies are to be conducted at
various times during the development of the protect. These traffic-generation
studies will be as required by the City Engineer. These studies will provide the
necessary data for the review of further developments of this type. The final
traffic-generation study should be conducted when Pacific Corporate Center is
completely built out. These traffic-generation studies must count all trips
entering and leaving the development for a minimum of seven consecutive days and
shall conform to the San Diego Association of Governments (SANDAG) standard for
traffic-generation studies. The outcome of these studies shall not affect the
approved project.

19. The applicant or its successor shall enter into a development agreement with
The City of San Diego. The development agreement shall cover at least the
following:

        a.  Financing or otherwise providing for necessary public improvements
            in connection with the project;

        b.  Codifying the conditions contained in the related Tentative Map,
            the Planned Industrial Development Permit and the document "Pacific
            Corporate Center, as Planned Industrial Development;" and

        c.  Retention of the zoning requirements contained in the M-1A and M-1B
            Zones existing at the time of adoption of the City Council,
            throughout the phasing of this project.


<PAGE>
                                     O 1952

PID Permit No. 85-0830                                              Page 6 of 11

20. All uses shall be conducted within an enclosed building, except for outdoor
storage. Outdoor storage of materials is permitted, provided the storage area
is completely enclosed by walls, fences, buildings, landscape screening or a
combination thereof. Walls or fences shall be solid and not less than six feet
in height; no merchandise, material or equipment shall be stored to a height
greater than any screening. Landscape screening proposals shall require approval
of the Planning Director or, on appeal, the Planning Commission.

21. If visible from an adjacent street, no mechanical equipment, tank, duct,
elevator enclosure, cooling tower or mechanical ventilator or air conditioner
shall be erected, constructed, converted, established, altered, or enlarged on
the roof of any building, unless all such equipment and appurtenances are
screened by suitable landscaping, or contained within a completely enclosed
structure whose top and sides may include grillwork, louvers and latticework.

22. No merchandise, supplies or equipment shall he stored on the roof of any
building.

23. At the discretion of the Planning Director, screening walls of solid
materials or landscape screening may be required for boundaries of the Planned
Industrial Development not immediately adjoining dedicated and improved public
streets and highways. The height and design of such walls or landscape
screening and the materials utilized shall be determined by the Planning
Director or the Planning Commission.

24. Public utility distribution and similar systems and service facilities
shall be located underground within the boundaries of the development as
provided for in SEC. 102.0221 of The City of San Diego Municipal Code.

25. Only television and radio antennas which are located indoors or screened to
the satisfaction of the Planning Director and which are designed to serve all
the occupants of the development shall be permitted.

26. All streets, alleys, walkways and public areas within the development which
are not dedicated to public use shall he improved in accordance with standards
established by the City Engineer. Provisions acceptable to the City shall be
made for the preservation and maintenance of all streets, alleys, walkways, and
parking areas.

27. The development shall include the following facilities as discussed in the
accompanying document "Pacific Corporate Center, a Planned Industrial
Development," dated February 18, 1986:

        a.  Provision of outdoor eating areas to be developed as attractive
            functional parks on each parcel;


<PAGE>
PID Permit No. 85-0830                                             Page 7 of 11

     b.   Requirement for in-plant, food service facilities on Lots B-1, D-1,
          D-5, D-6, D-7 and D-8; and,

     c.   Requirement for in-plant food service facilities on Lots B-7 or B-8,
          and on one of the following three lots; B-2A, B-2B and B-2C.

     d.   Provision of secured bicycle parking on each parcel. This requirement
          may be waived on the M-1A-zoned lots should they developed to support
          commercial uses.

28.  Any restaurant or delicatessen permitted as an accessory use within the PID
shall be oriented to or located in the interior of each lot. Signing for these
food facilities shall be minimal and off-site signage shall be prohibited.

29.  Prior to the use of occupancy of any lot, all of the lot not devoted to
buildings, structures, driveways, sidewalks, parking, outdoor storage, or
loading areas shall be suitably landscaped.

30.  All outdoor lighting shall be so shaded and adjusted that the light is
directed to fall only on the same premises as light sources are located.

31.  This planned industrial development permit amendment must be used within 36
months after the effective date of the concurrent Rezoning Case No. 83-0378
except as may be reflected in the development agreement referenced in Condition
No. 19, above, or the permit shall be void. An extension of time may be granted,
as set forth in Section 101.0920 of the Municipal Code. Any such extension must
meet all Municipal Code requirements and applicable guidelines in effect at the
time the extension is considered.

32.  Construction and operation of the approved use shall comply at all times
with the regulations of this or any other governmental agencies.

33.  After establishment of the project, the property shall not be used for any
other purposes unless:

     a.   Authorized by the Planning Director; or

     b.   The permit has been revoked by the City.

34.  This Planned Industrial Development Permit Amendment may be revoked by the
City if there is a material breach or default in any of the conditions of this
permit.
<PAGE>
                                     O 1954

PID Permit No. 85-0830                                             Page 8 of 11

35. No permit for grading or construction of any facility shall be granted nor
shall any activity authorized by this permit be conducted on the premises until:

        a.  The Permittee signs and returns the permit to the planning
            department; and

        b.  The Planned Industrial Development Permit is recorded in the Office
            of the County Recorder.

36. This Planned Industrial Development Permit Amendment is a covenant running
with the lands and shall be binding upon the Permitted and any successor or
successors, and the interests of any successor shall be subject to each and
every condition set out.

37. Prior to the issuance of any building permits for any unit or phase, a
final subdivision map or maps shall be recorded on the site.

38. Mitigation measures identified in the appendices dated April, 1983 of ZOD
No. 83-0378 concerning archaeological resources shall be implemented to the
satisfaction of the Deputy Director of the Environmental Quality Division.

39. The graded areas within the "Penasquitos Canyon Preserve" will be daylight
cuts; no manufactured slopes will be created. The cut areas will be provided
with public access by a ten-foot wide pedestrian easement, connecting to a
public parking lot having a capacity of six to twelve vehicles. Specific design
plans for the graded area will be incorporated into the PID plans and
specifications for abutting lots, when they develop. These improvements will
include development of public overlooks, landscaping, hiking and jogging paths,
benches, and a pathway connecting to the existing path into Lopez Canyon. The
design plans will also be reviewed by the Los Penasquitos Canyon Preserve Task
Force and by the Citizen's Advisory Committee to the task force prior to being
utilized.

40. The project proposes substantial grading directly west of the entrance to
the El Camino Memorial Park. The community plan recommends that development
maintain the tranquil atmosphere of the memorial park. Special landscaping
measures have been incorporated Into the PID which will provide for complete
revegetation of these graded areas. The toe of the slope along Carroll Canyon
Road will be landscaped with ornamental naturalized groundcover which will
visually connect the roadway area with the adjacent native landscaped slopes.
The slopes and the transition area will be planted with trees which will provide
additional blending with the surrounding topography. The size of plant material
used will range from box size trees (e.g. California sycamore) and container
size groundcover in the transition area, to hydroseeded shrubs and container
size trees
<PAGE>
                                      1955
                                                                    Page 9 of 11
PID Permit No. 85-0830

of the slopes. A two-year maintenance program, including plant replacement, will
be implemented in lieu of a typical six-month maintenance period.

41.  The development shall include the incorporation of a transit turn-out with
bench and shelter to encourage bus use to be located along Mira Mesa Boulevard
on or near the site subject to approval by the City Engineer, San Diego Transit
District and MTDB.

42.  Building permits shall not be issued for Lots B-2A, B-2B and B-2C until a
lot consolidation map for Lots B-7 and B-8 is recorded.

43.  The three lots being created from former Lot B-2 (Lots B-2A, B-2B, B-2C)
shall be developed by not more than two individual owners. Lots B-2B and B-2C
must be occupied by a single user.

44.  This Planned Industrial Development Permit Amendment shall supersede PID
No. 83-0378.

Passed and Adopted by the Planning Director on February 18, 1986.

<PAGE>
PID Permit No. 85-0830                                             Page 10 of 11

AUTHENTICATED BY:

/s/ BURCH E. ERTLE
----------------------------------
Burch E. Ertle, Senior Planner
Planning Department

/s/ JACK VAN CLEAVE
----------------------------------
Jack Van Cleave, Planning Director


State of California,)
                      ss.
County of San Diego.)

On this 31st day of March, in the year 1986, before me, Catherine L. Meyer, a
Notary Public in and for said county and state, personally appeared BURCH E.
ERTLE, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person who executed this instrument as Senior Planner of The
City of San Diego Planning Department, and JACK VAN CLEAVE, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who
executed this instrument as Planning Director of The City of San Diego, and
acknowledged to me that The City of San Diego executed it.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal, in the County
of San Diego, State of California, the day and year in this certificate first
above written.

                                             Name  Catherine L. Meyer
                                                  ---------------------------
                                                    (typed or printed)

                                             Signature /s/ CATHERINE L. MEYER
                                                       ----------------------

NOTARY STAMP

-----------------------------------------
             OFFICIAL SEAL
[SEAL]     CATHERINE L. MEYER
       NOTARY PUBLIC - CALIFORNIA
          PRINCIPAL OFFICE IN
            SAN DIEGO COUNTY

    My Commission Exp. Aug. 29, 1988
-----------------------------------------
<PAGE>
State of California,)
County of Orange    )

On this 2nd day of July, in the year 1986, before me, Dixie L. Minnesang, a
Notary Public in and for said county and state, personally appeared [ILLEGIBLE],
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person that executed this instrument on behalf of the partnership and
acknowledged to me that the partnership executed it.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal, in the County
of Orange, State of California, the day and year in this certificate first above
written.

                                        Name   Dixie D. Minnesang
                                             -----------------------------------
                                              (typed or printed)

                                        Signature  /s/ DIXIE D. MINNESANG
                                                 -------------------------------

NOTARY STAMP

-----------------------------------------
             OFFICIAL SEAL
[SEAL]    DIXIE D. MINNESANG
       NOTARY PUBLIC - CALIFORNIA
             ORANGE COUNTY

    My Commission Exp. [ILLEGIBLE]
-----------------------------------------
<PAGE>


                             C 1958      ??-293418

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


                                  [ILLEGIBLE]


                              ???? JUL 16  AM11:50

                                  VERA L. LYLE
                                COUNTY RECORDER

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


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                                      86 -

                                   NO. 293418