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                                                                 EXHIBIT 10.3

                                STANDARD FORM LEASE
                          (INDUSTRIAL; SINGLE TENANT; NET)


       This Lease dated April 3, 1996 (this "Lease") is entered into by and
between O'Donnell Palo Alto Associates, a California general partnership
("Landlord"), and Omnicell Technologies, Inc., a California corporation
("Tenant").

                                     ARTICLE I.

                               BASIC LEASE PROVISIONS

       Each reference in this Lease to the "Basic Lease Provisions" shall mean
and refer to the following terms, the application of which shall be governed by
the provisions in the remaining Articles of this lease:

1.     Address of Landlord:        c/o Insignia O'Donnell Commercial Group, Inc.
                                   160 W. Santa Clara St., Suite 1350
                                   San Jose, CA  95113  Attn:  Mark E. Schmidt

2.     Building Address:           1057 E. Meadow Circle
                                   Palo Alto, CA  94303

3.     Address of Tenant:

       (a) Notices:                1057 E. Meadow Circle
                                   Palo Alto, CA  94303

       (b) Billing:                1057 E. Meadow Circle
                                   Palo Alto, CA  94303

4.     Tenant's Trade Name:        Omnicell Technologies, Inc.

5.     Tenant's Contact:  Mr. Earl Fry           Telephone:  (415) 843-6124

6.     Building Square Footage:  Approximately 23,020 square feet

7.     Anticipated Commencement Date:  August 12, 1996

8.     Term:  Seven (7) years, 8/11/03

9.     Initial Monthly Rent:  $27,624.00/month (subject to adjustment per
Addendum

10.    Security Deposit:  $29,926.00

11.    Permitted Uses:  General office, research and development, light
manufacturing, warehousing and other lawful uses related thereto, all in
accordance with Applicable Laws and Restrictions (or hereafter defined) and
pursuant to approvals to be obtained by Tenant from all relevant City, County
and other required governmental agencies and authorities.

12.    Broker:  Cornish & Carey Commercial

13.    Landlord's Architect:  Dowler & Associates

14.    Guarantor:  N/A

15.    Vehicle parking Spaces:  All on-site parking spaces


                                          1.

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16.    Additional Insureds:  Landlord and Landlord's constituent parts and
management agents (including, without limitation, Insignia Commercial Group,
Inc.)

17.    Tenant's Liability Insurance Limits:  $3,000,000

Exhibits:

       A      Description of Premises     G      Rules and Regulations
       B      Project Site Plan           H      Environmental Questionnaire
       C      Work Letter
       D      Commencement Date Memorandum

       (Exhibits E, F, I, J and K have been intentionally omitted.

Riders: Addendum to Lease

                                     ARTICLE II

                                    DEFINITIONS

       2.1    Certain Definitions.  The capitalized terms set forth below,
unless the context clearly requires otherwise, shall have the following meanings
in this Lease:

       "Additional Rent" means any and all sums (whether or not specifically
called "additional Rent" in this Lease) other than Monthly Rent which Tenant is
or becomes obligated to pay Landlord under this Lease.  See also Rent.

       "Alterations" means any alterations, decorations, modifications,
additions or improvements made in, on, about, under or contiguous to the
Building or the Premises after the Commencement Date, including, but not limited
to, lighting, HVAC and electrical fixtures, pipes and conduits, transfer,
storage and disposal facilities, partitions, drapery, wall coverings, shelves,
cabinetwork, carpeting and other floor coverings, ceiling tiles, fixtures and
carpentry installations.

       "Applicable Laws" means the laws, rules, regulations, ordinances,
restrictions, and practices described in Section 5.2.

       "Applicable Rate" means the greater of ten percent (10%) per annum or
five percent (5%) in excess of the discount rate of the Federal Reserve Ban of
San Francisco in effect on the twenty-fifth 25th) day of the calendar month
immediately prior to the event giving rise to the Applicable Rate imposition;
provided, however, the Applicable Rate shall in no event exceed the maximum
interest rate permitted to be charged by applicable law.

       "Broker" means the person or entity identified in Item 12 of the Basic
Lease Provisions.

       "Building" means that certain building comprising a portion of the
Premises located at the address set forth in Item 2 of the Basic Lease
Provision.

       "Building Square Footage" means the approximate floor area of the
Building as set forth in Item 6 of the Basic Lease Provisions.

       "Building Square Footage" means the approximate floor area of the
Building as set forth in Item 6 of the Basic Lease Provisions.

       "Casualty" is defined in Section 12.1.


                                          2.
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       "CC&R's" means the Declaration of Covenants, Conditions and Restrictions
applicable to the Project recorded in the Official Records of the County as the
same may be amended from time to time.

       "City" means the city in which the Premises are located.

       "Commencement Date" means the commencement date of the Term, described in
Section 3.2.

       "Common Area" means all areas and facilities within the Project exclusive
of the Building and other portion of the Project leased (or to be leased)
exclusively to other tenants which are specifically designated on the Project
Site Plan for the use in common by Tenant with others.  The Common Area may; but
need not, include parking areas, access and perimeter roads, sidewalks,
landscaped areas and similar areas and facilities.  Tenant's use of the Common
Area, and its rights and obligations with respect thereto, are more particularly
described in Article X.

       "County" means the county in which the Premises are located.

       "Event of Default" means the Tenant defaults described in Section 15.1.

       "Guarantor" means the person(s) or entity identified in Item 14 of the
Basic Lease Provision, if any.

       "HVAC" means the heating, ventilating and air conditioning system serving
the Building.

       "Hazardous Materials" is defined in Section 6.1.

       "Landlord's Agents" means Landlord's authorized agents, representatives,
property managers (whether as agents or independent contractors), consultants,
contractors, partners, subsidiaries, affiliates, directors, officers and
employees, including without limitation the Additional Insureds named in Item 16
of the Basic Lease Provisions.

       "Landlord's Architect" means the architect or architectural firm from
time to time designated by Landlord to perform the function of Landlord's
Architect set forth in this Lease.  Landlord' Architect initially shall be the
architect or architectural firm designated in Item 13 of the basic Lease
Provisions.

       "Lease" means this instrument together with all exhibits, amendments,
addenda and riders attached hereto and made a part hereof.

       "Maintenance Expenses" is defined in Section 7.2.

       "Monthly Rent" means the monthly rental which Tenant is to pay to
Landlord pursuant to Section 4.1., as the same may be adjusted from time to time
as set forth in this Lease.  See also Rent.

       "Mortgage" means any mortgage, deed of trust, or similar lien on or
covering the Project or any part thereof.

       "Mortgagee" means any mortgagee of a mortgage, beneficiary of a deed of
trust or lender having a lien on or covering the Project or any part thereof.

       "Notice" means each and ever notice, communication, request, demand,
reply or advice, or duplicate thereof, in this Lease provided or permitted to be
given, made or accepted by either party to any other party which shall be in
writing and given in accordance with the provisions of Section 21.6.

       "Outside Areas" means the areas of the Premises outside the exterior
walls of the Building, including without limitation the roof of the Building, as
shown in Exhibit A.

       "Plans" means the final working drawings for the construction of the
Tenant Improvements to be prepared and approved as set forth in the Work Letter.


                                          3.

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       "Premises" means the premises shown in Exhibit A of the exclusive use of
Tenant.  The Premises include the Building at the address set forth in Item 2 of
the Basic Lease Provisions.

       "Project" means that certain real property, and all improvements thereon,
including the Building  and other buildings, if any, located within the
boundaries of such property, shown on the Project Site Plan.

       "Project Site Plan" means Exhibit B.

       "REA" means the Reciprocal Easement Agreement applicable in the Project,
if any, recorded in the Official Records of the County as the same may be
amended from time to time.

       "Real Property Taxes" is defined in Section 7.4.

       "Rent" means Monthly Rent and Additional Rent, collectively.

       "Restrictions" means, collectively, the CC&R's, the REA and any other
covenants, conditions or restrictions affecting the Premises or any portion
thereof, as the same may be amended from time to time.

       "Rules and Regulations" means the rules and regulations attached hereto
as Exhibit G and any modifications thereto promulgated by Landlord or Landlord's
Agents from time to time.

       "Security Deposit" means the amount set forth in Item 10 of the Basic
Lease Provisions, which shall be paid to Landlord by Tenant pursuant to Section
4.6.

       "Substantial Completion" and "substantially completed" means et Tenant
Improvements, or repair of the Premises following a Casualty, have been fully
completed except of minor details of construction , mechanical adjustments or
decoration which do not materially interfere with Tenant's use and enjoyment of
the Premises (items normally referred to as "punch list" items).

       "Tenant Delays" means (i) any and all delays in the construction of the
Tenant Improvements due to the fault of the Tenant, as defined and specified in
the Work Letter, and (ii) Tenant's failure to deliver to Landlord prior to the
Anticipated Commencement Date, executed copies of policies of insurance or
certificates thereof as required under Section 11.8.

       "Tenant Improvements" means those certain improvements, if any, to be
constructed on the Premises as provided in Article XX and in the Work Letter.

       "Tenant's Agents" means Tenant's agents, representatives, consultants,
contractors, affiliates, subsidiaries, officers, directors, employees,
subtenants, quests and invitees.

       "Tenant's Personal Property" means Tenant's removal trade fixtures,
furniture, equipment and other personal property located in or on the Premises.

       "Term" means the term of this lese, as provided in Section 3.2.

       "Unavoidable Delay" means any delays which are beyond a party's
reasonable control, including, but not limited to, delays due to inclement
weather, strikes, acts of God, inability to obtain labor or materials, inability
to secure governmental approvals or permits, governmental restrictions, civil
commotion, fire, earthquake, explosion, flood hurricane, the elements, or the
public enemy, action or interference of governmental authorities or agents, war,
invasion, insurrection, rebellion, riots, lockouts or any other cause whether
similar or dissimilar to the foregoing which is beyond a party's reasonable
control; provided however, that in no event shall any of the foregoing ever
apply with respect to the payment of any monetary obligation.

       "Work Letter" means the work letter between Landlord and Tenant regarding
the construction of the Tenant Improvements, if any, in the form of Exhibit C.


                                          4.
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       2.2.   Other Definitions.  Terms defined elsewhere in this Lease, unless
the context clearly requires otherwise, shall have the meaning as there given.

                                    ARTICLE III

                                 PREMISES AND TERM

       3.1    Lease of Premises.  Subject to and upon the terms and conditions
set forth therein, Landlord hereby leases the Premises to Tenant, and Tenant
hereby leases the Premises from Landlord.

       3.2    Term and Commencement.  Unless sooner terminated as provided
herein, the term of this Lease shall be for that period of years and months set
forth in Item 8 of the Basic Lease Provisions, as the same may be extended in
accordance with any option or options to extend the Term granted herein, and
shall commence (the "Commencement Date") on the earlier of (i) the date upon
which the City has approved the Tenant Improvements in accordance with its
building code, as evidenced by its written approval thereof in accordance with
the building permits issued for the Tenant Improvements, provided that in such
event Landlord shall deliver to Tenant a certificate of occupancy (temporary or
otherwise) from the City for the Premises with five (5) business days of such
date, (ii) the date Landlord's Architect has certified in writing that the
Tenant Improvements are substantially completed in accordance with the Plans,
provided that in such event Landlord shall deliver to Tenant a certificate of
occupancy (temporary or otherwise) from the City for the Premises within five
(5) business days of such date, or (iii) the date Tenant commences occupancy of
the Premises.  When the actual Commencement Date has occurred, Landlord and
Tenant shall execute a Commencement Date Memorandum in the form shown in Exhibit
D.  Landlord and Tenant anticipate that the Term will commence on the
"Anticipate Commencement Date" set forth in Item 7 of the Basic Lease
Provisions, but the Anticipated Commencement Date shall in no event affect the
actual Commencement Date, which shall be determined as set forth in this Section
3.2.

       3.3.   Early Entry.  Tenant and its authorized agents, contractors,
subcontractors and employees shall be granted a license by Landlord to enter
upon the Premises, at Tenant's sole risk and expense, during ordinary business
hours prior t the Commencement Date, for the sole purpose of installing Tenant's
trade fixtures and equipment in the Premises; provided, however, that (i) the
provisions of this Lease, other than with respect to the payment of Monthly
Rent, shall apply during such early entry, including, but not limited to, the
provisions of Article XI relating to Tenant's indemnification of Landlord, (ii)
prior to any such entry, Tenant shall pay for and provide evidence of the
Insurance to be provided by Tenant pursuant to the provisions of Article XI,
(iii) Tenant shall pay all utility, service and maintenance charges for the
Premises attributable to Tenant's early entry and use of the Premises as
reasonably determined by Landlord, (iv) Tenant shall not unreasonably interfere,
delay or hinder Landlord, its agents, contractors or subcontractors in the
construction of the Tenant Improvements in accordance with the provisions of
this Lease, and (v) Tenant shall not use the Premises of the storage of
inventory or otherwise commence the operation of business during the period of
such early entry.  Upon Tenant's breach of any of the foregoing conditions,
Landlord may, in addition to exercising any of its other rights and remedies set
forth herein, revoke such license upon notice to Tenant.  Early entry by Tenant
in accordance with this Section 3.3 shall not constitute occupancy of the
Premises of purposes of establishing the Commencement Date.

       3.4    Delay in Possession.  If for any reason Landlord cannot deliver
possession of the Premises to Tenant with the Tenant Improvements substantially
completed on or before the Anticipated Commencement Date, Landlord shall not be
subject to any liability therefor, and such failure shall not affect the
validity of this Lease or the obligations of Tenant hereunder, but in such case,
Tenant shall not be obligated to pay Monthly Rent or Additional Rent  other than
as provided in Section 3.3 and Section 3.5 until the Commencement Date has
occurred.  If the Commencement Date has not occurred within one hundred twenty
(120) days following the Anticipated Commencement Date plus periods attributable
to Tenant Delays or Unavoidable Delay, Tenant may, at its option, by Notice to
Landlord within ten (10) days thereafter, terminate this Lease, in which event
the parties shall be discharged from all further obligations hereunder;
provided, however, if tenant fails to give such notice to Landlord within such
ten-day period, Tenant shall no longer have the right to terminate this Lease
under this Section 3.4.  Tenant understands that, notwithstanding anything to
the contrary contained herein, Landlord shall have no obligation to deliver
possession of the Premises to Tenant for so long as Tenant fails to deliver to
Landlord execute copies of policies of insurance or certificates thereof as
required under Section 11.8.


                                          5.
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       3.5    Tenant Delays.  The Commencement Date shall not be delayed or
postponed due to Tenant Delays, and the Term.  Tenant's obligations to pay Rent
and all of Tenant's other obligations under this Lease shall commence upon the
date which would have been the Commencement Date but for Tenant Delays.

       3.6    Condition of Premises.  Landlord's sole construction obligations,
if any, regarding Tenant Improvements of the Premises are set forth in Article
XX and the Work Letter.  The taking of possession or use of the Premises by
Tenant for any purpose other than as provided in Section 3.3 shall conclusively
establish that Tenant has inspected the Premises and accepts them as being in
good and sanitary order, condition and repair and that the Tenant Improvements
have been constructed in accordance with the Plans; provided, however, Tenant
shall have a period of thirty (30) days after taking possession of the Premises
in which to notify Landlord in writing of any construction deficiencies or
defects and any uncompleted punch list items (the punch list shall be limited to
items required to be accomplished by Landlord under the Work Letter) and, except
as hereafter provided, Landlord will repair, replace or compete at its expense
all items referenced in such notice within thirty (30) days after receipt of
such notice, subject to Unavoidable Delay, or as soon thereafter as Landlord,
acting in good faith, can repair, replace or complete the same.  If Landlord
reasonably contends that a particular item in such notice is not justified, the
parties will refer the issue to Landlord's Architect for resolution.  Landlord's
Architect's determination shall be final and binding upon the parties.  Nothing
in this Section 3.6 shall limit or expand Landlord's maintenance and repair
obligations set forth in Article IX.

       3.7    No Representations.  Tenant acknowledges that neither Landlord nor
any of Landlord's Agents has made any representations or warranties as to the
suitability or fitness of the Premises of the conduct of Tenant's business,
including, but not limited to, any representations or warranties regarding
zoning or other land use matters, or for any other purpose, and that neither
Landlord nor any of Landlord's Agent has agreed to undertake any alterations or
additions or construct any Tenant Improvements to the Premises except as
expressly provided in this Lease.

                                     ARTICLE IV

                                RENT AND ADJUSTMENTS

       4.1    Monthly Rent, from and after the Commencement Date, Tenant shall
pay to the Landlord, for each calendar month of the Term, the Monthly Rent set
forth in Item 9 of the Basic Lease Provision, as the same may be adjusted from
time to time as provided in Section 4.2.  Monthly Rent shall be due and payable
to Landlord in lawful money of the United States, in advance, on the first (1st)
day of each calendar month of the Term, without abatement, deduction, claim or
offset, and without prior notice, invoice or demand, at Landlord's address set
forth in Item 1 of the Basic Lease Provisions or at such place as Landlord may
from time to time designate tenant's payment of Monthly Rent for the first (1st)
month of the Term shall be delivered to Landlord concurrently with Tenant's
execution of this Lease.

       4.2    Adjustments.  Monthly Rent shall be adjusted from time to time as
provided in the Addendum.

       4.3    Additional Rent.  All additional Rent shall be due and payable to
Landlord in lawful money of the United States, at Landlord's address set forth
in Item 1 of the Basic Lease Provisions or at such other place as Landlord may
from time to time designate, without abatement, deduction, claim or offset,
within ten (10) days of receipt of Landlord's invoice or statement for same, or,
if this Lease provides another time for the payment of certain items of
Additional Rent, then at such other time.

       4.4    Prorations.  If the Commencement Date is not the first (1st) day
of the month, or if the expiration of the Term f this Lease is not the last day
of a month, a prorated installment of Monthly Rent based on a thirty (30) day
month shall be paid for the fractional month during which the Term commences or
terminates.

       4.5    Late Payment Charges.  Tenant acknowledges that late payment by
Tenant to Landlord of Rent under this Lease will cause Landlord to incur costs
not contemplated by this Lease, the exact amount of which is extremely difficult
or impracticable to determine.  Such costs include, but are not limited to,
processing and accounting changes, late charges that may be imposed on Landlord
by the terms of any Mortgage, and late charges and penalties that may be imposed
due to late payment of Real Property Taxes.  Therefore, if any installment of


                                          6.
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Monthly Rent or any payment of Additional Rent due from Tenant is not received
by Landlord in good funds by the second (2nd) calendar day from the applicable
due date, Tenant shall pay to Landlord an additional sum equal to five percent
(5%) of the amount overdue as a late charge for every month or portion thereof
that such amount remains unpaid.  The parties acknowledge that this late charge
represents a fair and reasonable estimate of the costs that Landlord will incur
by reason of the late payment by Tenant.  Acceptance of any late Rent and late
charge therefor shall not prevent Landlord from exercising any of the other
rights and remedies available to Landlord for any other Event of Default under
this Lease.  Notwithstanding the foregoing (i) should any payment of Rent by
personal check be rejected for insufficient funds, Landlord shall have the
right, upon notice to Tenant, to require that all future payments by Tenant
under this Lease be by cashier's check acceptable to Landlord, and (ii) upon the
third (3rd) occurrence during the Term of Tenant's failure to timely pay Rent
when due, Landlord may, upon notice to Tenant, require that Monthly Rent for the
balance of the Term be made in quarterly installments, in advance, in an amount
equal to the sum of the Monthly Rent amounts payable during such three (3) month
period.

       4.6    Security Deposit.  Tenant has deposited with Landlord the sum set
forth in Item 10 of the Basic Lease Provisions as a Security Deposit for the
full and faithful performance of every provision of this Lease to be performed
by Tenant.  Landlord may apply, in its sole discretion at any time during the
Term of this Lease, all or any part of the Security Deposit to the payment of
all prepaid expenses by Landlord for which Tenant would be required to reimburse
Landlord under this Lease, including without limitation for Tenant Improvements
and Broker commissions.  Such application of the Security Deposit is not and
shall never be dependent upon an Event of Default.  Upon an Event of Default,
and whether or not Landlord is informed of or has knowledge of the Event of
Default, the Security Deposit (if not already applied as hereinabove provided)
shall be deemed to be automatically applied, without waiver of any rights
Landlord may have under this Lease or at law or in equity as a result of an
Event of Default, to the payment of any Rent not paid when due, the repair of
damage to the Premises or the payment of any other amount which Landlord may
spend or become obligated to spend by reason of an Event of Default, or to
compensate Landlord for any other loss or damage which Landlord may suffer by
reason of an Event of Default, to the full extent permitted by law.  If any
portion of the Security Deposit is so applied, Tenant shall, within ten (10)
days after written demand therefor deposit cash with Landlord in an amount
sufficient to restore the Security Deposit to its original amount.  Landlord
shall not be required to keep the Security Deposit separate from its general
funds.  The unused portion of the Security Deposit, if any, shall be returned to
Tenant within thirty (30) days of the expiration of this Lease or any
termination of this Lease not resulting from an Event of Default, so long as
Tenant has vacated the Premises in the manner required by this Lease and paid
all sums required to be paid under this Lease, providd however that Landlord may
retain the Security Deposit until such time as any amounts of Additional Rent
due from Tenant have been determined and paid in full.  Tenant hereby waives the
provisions of Section 1950.7(c) of the California Civil Code and any present or
future laws otherwise governing the return of the Security Deposit to Tenant to
the extent of reasonably anticipated Additional Rent retained by Landlord
pursuant to the previous sentence.

                                     ARTICLE V

                                        USE

       5.1    Tenant's Use.  Tenant shall use the Premises solely for the
purposes set forth in Item 11 of the Basic Lease Provisions and shall use the
Premises for no other purpose.  Tenant's use of the Premises shall be subject to
all of the terms and conditions of this Lease, including, but not limited to,
all the provisions of this Article V.  Tenant, at Tenant's sole cost and
expense, shall procure, maintain and make available for Landlord's inspection
throughout the Term, all governmental approvals, licenses and permits required
for the proper and lawful conduct of Tenant's permitted use of the Premises.  At
Landlord's request, Tenant shall deliver copies of all such approvals, licenses
and permits to Landlord.

       5.2    Compliance with Applicable Laws.  Throughout the Term, Tenant, at
Tenant's sole cost and expense, shall comply with, and shall not use the
Premises, Building or Common Area, or suffer or permit anything to be done in or
about the same which will in any way conflict with, (i) any and all present and
future laws, statutes, zoning restrictions, ordinances, orders, regulations,
directions, rules and requirements of all governmental or private authorities
having jurisdiction over all or any part of the Premises (including, but not
limited to, state, municipal, county and federal governments and their
departments, bureaus, boards and officials)  pertaining to the use or occupancy
of, or applicable to, the Premises or privileges appurtenant to or in connection
with the enjoyment of the


                                          7.
<PAGE>

Premises, (ii) any and all applicable federal, state and local laws, regulations
or ordinances pertaining to air and water quality, hazardous materials (as
defined in Section 6.1), waste disposal, air emissions and other environmental
or health and safety matters, zoning, land use or occupation of the Project or
any portion thereof, (iii) the requirements of the Board of Fire Underwriters or
other similar body now or hereafter constituted relating to or affecting the
condition, use or occupancy of the Project or any portion thereof, (iv) any
covenants, conditions, easements or restrictions, including but not limited to
the Restrictions, now or hereafter affecting or encumbering the Project or any
portion thereof, regardless of when they become effective, (v) the Rules and
Regulations, and (vi) good business practices (collectively, (i) through (vi)
above are hereinafter referred to as "Applicable Laws").  Tenant shall not
commit any waste of the Premises, Building or Project, or any public or private
nuisance or any other act or thing which might or would disturb the quiet
enjoyment of any other tenant of Landlord or any occupant of nearby property.
Tenant shall not place or permit to be placed any loads upon the floors, walls
or ceilings in excess of the maximum designed load specified by Landlord or
which might damage the Building, or place or permit to be placed any harmful
liquids in the drainage systems, and Tenant shall not dump or store, or permit
to be dumped or stored, any inventory, waste materials, refuse or other
materials or allow any such materials to remain in the Outside Areas or Common
Area, except in designated enclosed trash areas.  Tenant shall not conduct or
permit any suctions, sheriff's sales or other like activities at the Project or
any portion thereof.

       5.4    Landlord's Right of Entry.  Landlord and Landlord's Agents shall
have the right to enter the Premises at all reasonable times upon reasonable
notice to Tenant, except for emergencies in which case no notice shall be
required, to inspect the Premises, to take samples and conduct environmental
investigations, to post notices of nonresponsibility and similar notices and
signs indicating the availability of the Premises for sale, to show the Premises
to interested parties such as prospective lenders and purchasers, to make
necessary Alterations or maintenance and repairs, to perform Tenant's
obligations as permitted herein when Tenant has failed to do so and, at any
reasonable time after one hundred eighty (180) days prior to the expiration of
the Term, to place upon the Premises reasonable signs indicating the
availability of the Premises for lease and to show the Premises to prospective
tenants, all without being deemed to have caused an eviction of Tenant and
without any liability to Tenant or abatement of Rent.  The above rights are
subject to reasonable security regulations of Tenant, and in exercising its
rights set forth herein, Landlord shall endeavor to cause the least possible
interference with Tenant's business.  Landlord shall at all times have the right
to retain a key which unlocks all of the doors in the Premises, excluding
Tenant's vaults and safes, and Landlord and Landlord's Agents shall have the
right to use any and all means which Landlord may deem proper to open the doors
in an emergency to obtain entry to the Premises, and any entry to the Premises s
obtained by Landlord or Landlord's Agents shall not under any circumstances be
deemed to be a forcible or unlawful entry into, or a detainer of, the Premises,
or an eviction of Tenant from the Premises.

                                     ARTICLE VI

                                HAZARDOUS MATERIALS

       6.1    Definition of Hazardous Materials.  For purposes of this Lease,
the term "Hazardous Materials" includes (i) any "hazardous materials" as defined
in Section 25501(k) of the California Health and Safety Code unless Tenant
establishes, to the satisfaction of Landlord, that because of the quantity,
concentration, or physical or chemical characteristics, such substance or matter
does not pose a present or potential hazard to human health and safety or to the
environment, (ii) any other substance or matter which results in liability to
any person or entity from exposure to such substance or matter under any
statutory or common law theory, and (iii) any substance or matter which is in
excess of relevant and appropriate levels set forth in any applicable federal,
state or local law or regulation pertaining to any hazardous or toxic substance,
material or waste, or for which any applicable federal, state or local agency
orders or otherwise requires removal, treatment or remediation.

       6.2    Use of Hazardous Materials.  Tenant shall not cause or permit any
Hazardous Materials to be brought upon, stored, used, generated, released into
the environment or disposed of on, under, from or about the Premises (which for
purposes of this Article VI shall include, but is not limited to, subsurface
sell and ground water) by Tenant or Tenant's Agents without the prior written
consent of Landlord.  Landlord may, in its sole discretion, place such
conditions as Landlord deems appropriate with respect to such Hazardous
Materials, and may further require that Tenant demonstrates to Landlord that
such Hazardous Materials are necessary or useful to Tenant's business and will
be generated, stored, sued and disposed of in a manner that complies with all
Applicable Laws regulating such Hazardous Materials and with good business
practices.  Tenant understands that Landlord may


                                          8.
<PAGE>

utilize an environmental consultant to assist in determining conditions of
approval and monitoring in connection with the presence, storage, generation or
use of Hazardous Materials on or about the Premises by tenant, and Tenant agrees
that any costs reasonably incurred by Landlord in connection with any such
environmental consultant's services shall be reimbursed by Tenant to Landlord as
Additional Rent upon demand.

       6.3    Environmental Questionnaire Disclosure.  Prior to the execution of
this Lease, Tenant shall complete, execute and deliver to Landlord an
Environmental Questionnaire and Disclosure Statement (the "Environmental
Questionnaire") in the form of  Exhibit H, and Tenant shall certify to Landlord
all information contained in the Environmental Questionnaire as true and correct
to the best of Tenant's knowledge and belief.  The completed Environmental
Questionnaire shall be deemed incorporated into this Lease for all purposes, and
Landlord shall be entitled to rely fully on the information contained therein.
On each anniversary of the Commencement Date (each such date is hereinafter
referred to as a "Disclosure Date"), until and including the first Disclosure
Date occurring after the expiration or sooner termination of this Lease, Tenant
shall disclose to Landlord in writing the names and amounts of all Hazardous
Materials, or any combination thereof, which were stored, generated, used or
disposed of on, under or about the Premises for the twelve-month period prior to
each Disclosure Date, and which Tenant Intends to store, generate, use or
dispose of on, under or about he Premises through the next Disclosure Date.  At
Landlord's option, Tenant's disclosure obligations under this Section 6.3 shall
include a requirement that Tenant update, execute and deliver to Landlord the
Environmental Questionnaire as the same may be modified by Landlord from time to
time.  In addition to the foregoing, Tenant shall promptly notify Landlord of,
and shall promptly provide Landlord with true, correct, complete and legible
copies of, all of the following environmental items relating to the Premises:
reports filed pursuant to any self-reporting requirements; reports filed
pursuant to any Applicable Laws or this Lease; all permit applications, permits,
monitoring reports, workplace exposure and community exposure warnings or
notices, and all other reports, disclosures, plans or documents (even those
which may be characterized as confidential) relating to water discharges, air
pollution, waste generation or disposal, underground storage tanks or Hazardous
Materials; all orders, reports, notices, listings and correspondence (even those
which may be considered confidential) of or concerning the release,
investigation, compliance, clean up, remedial and corrective actions, and
abatement of Hazardous Materials whether or not required by Applicable Laws; and
all complaints, pleading sand other legal documents filed against Tenant related
to Tenant's use, handling, storage or disposal of Hazardous Materials.

       6.4    Inspection; Compliance.  Landlord and Landlord's Agents shall have
the right, but not the obligation to Inspect, Investigate, sample and/or monitor
the Premises, including any air, soil, water, groundwater or other sampling, and
any other testing, digging, drilling or analyses, at any time to determine
whether Tenant is complying with the terms of this Article VI, and in connection
therewith, Tenant shall provide Landlord with full access to all relevant
facilities, records and personnel.  If Tenant is not in compliance with any of
the provisions of this Article VI, or in the event of a release of any Hazardous
Material on, under, from or about the Premises, Landlord and Landlord's Agents
shall have the right, but not the obligation, without limitation on any of
Landlord's other rights and remedies under this Lease, to immediately enter upon
the Premises and to discharge Tenant's obligations under this Article VI at
Tenant's expense, including without limitation the taking of emergency or
long-term remedial action.  Landlord and Landlord's Agents shall endeavor to
minimize interference with Tenant's business but shall not be liable for any
such interference.  In addition, Landlord, at Tenant's sole cost and expense,
shall have the right, but not the obligation, to join and participate in any
legal proceedings or actions initiated in connection with any claims or causes
of action arising out of the storage, generation, use or disposal by Tenant or
Tenant's Agents of Hazardous materials on, under, from or about the Premises.
All sums reasonably disbursed, deposited or incurred by Landlord in connection
herewith, including, but not limited to, all costs, expenses and actual
attorneys fees, shall be due and payable by Tenant to Landlord, as an Item of
Additional Rent, on demand by Landlord, together with Interest thereon at the
Applicable Rate from the date of such demand until paid by Tenant.

       6.5    Tenant Obligations.  If the presence of any Hazardous Materials
on, under or about the Premises or the Project  caused or permitted by Tenant or
Tenant's Agents results in (i) injury to any person, (ii) injury to or
contamination of the Premises or the Project, or (iii) injury to or
contamination of any real or personal property wherever situated, Tenant, at its
sole cost and expense, shall promptly take all actions necessary to return the
Premises and the Project to the condition existing prior to the introduction of
such Hazardous Materials to the Premises and the Project and to remedy or repair
any such injury or contamination.  Without limiting any other rights or remedies
of Landlord under this Lease, Tenant shall pay the cost of any cleanup work
performed on, under or about the Premises, the Building and the Project as
required by this Lease or any Applicable Laws in connection


                                          9.
<PAGE>

with the removal, disposal, neutralization or other treatment of such Hazardous
Materials caused or permitted by Tenant or Tenant's Agents.  If Landlord has
reason to believe that Tenant or Tenant's Agents may have caused or permitted
the release of Hazardous Materials on, under, from or about the premises, then
Landlord may require Tenant, at Tenant' sole cost and expense, to conduct
monitoring activities on or about the Premises satisfactory to Landlord, in its
sole and absolute judgment, concerning such release of Hazardous materials on,
under, from or about the Premises.  Notwithstanding anything in the foregoing,
Tenant shall not, without Landlord's prior written consent take any remedial
action in response to the presence of any Hazardous Materials on, under or about
the Premises, or enter into any settlement agreement consent decree or other
compromise with any governmental agency with respect to any Hazardous Materials
claims; provided, however, Landlord's prior written consent shall not be
necessary in the even that the presence of Hazardous Materials on, under or
about the Premises (i) poses an immediate threat to the health, safety or
welfare of any individual or (ii) is of such a nature that an immediate remedial
response is necessary it is not possible to obtain Landlord's consent before
taking such action.

       6.6    Indemnification.  To the fullest extent permitted by law, Tenant
hereby agrees to indemnify hold harmless, protect and defend (with attorneys
acceptable to Landlord) Landlord and Landlord's Agents, and any successors to
all or any portion of Landlord's interest in the Premise, the Building and the
Project and their directors, officers, partners, employees authorized agents,
affiliates, representatives and Mortgagees, from and against any and all
liabilities, losses, damages (including, but not limited to, damages for the
loss or restriction on use of rentable or usable space or any amenity of the
Premises, the Building and the Project or damages arising from any adverse
impact on marketing of space in the Premises, the Building and the Project),
diminution in the value of the Premises, the Building and the Project,
judgments, fines, demands, claims, recoveries, deficiencies, costs and expenses
(including, but not limited to, reasonable attorneys' fees, disbursements and
court costs and all other professional or consultant's expenses), whether
foreseeable or unforeseeable, arising directly or indirectly out of the
presence, use, generation, storage, treatment, on or off-site disposal or
transportation of Hazardous Materials on, into, from, under or about the
Premises, the necessary repair, restoration, clean-up (including but not limited
to, the costs of investigation and removal of Hazardous Materials) or
detoxification of the Premises, the Building and the Project and the preparation
of an closure or other required plans, whether or not such action is required or
necessary during the Term or after the expiration of this lease.

       6.7    Tenant's Responsibility at Conclusion of Lease.  Promptly upon the
expiration or sooner termination of this Lese, Tenant shall represent to
Landlord in writing that (i) Tenant has made a diligent effort to determine
whether any Hazardous Materials are on, under or about the Premises as a result
of any acts or omissions of Tenant or Tenant's Agents and (ii) no such Hazardous
Materials exist on, under or about the Premises other than as specifically
identified to Landlord by Tenant in writing.  If Tenant discloses the existence
of Hazardous Materials on, under or about the Premises, or if Landlord at any
time discovers that Tenant or Tenant's Agents caused or permitted the release of
a hazardous Material on, under, from or about the Premises, Tenant shall, at
Landlord's request, immediately prepare and submit to Landlord within thirty
(30) days after such request a comprehensive plan, subject to Landlord's
approval, specifying the actions to be taken by Tenant to return the Premises to
the condition existing prior to the Introduction of such Hazardous Materials.
Upon Landlord's approval  of such clean up plan, Tenant shall, at Tenant's sole
cost and expense, without limitation on any rights and remedies of Landlord
under this Lease or at law or in equity, immediately implement such plan and
proceed to clean up such Hazardous Materials in accordance with all Applicable
Laws and as required by such plan and this Lease.

       6.8    Tenant shall not be responsible for any Hazardous Materials
contamination of the Project occurring prior to the Commencement Date and not
otherwise caused by the acts or omissions of Tenant or Tenant's Agents.

                                    ARTICLE VII

                       MAINTENANCE EXPENSES; TAXES; UTILITIES

       7.1    Payment of Maintenance Expenses.  Prior to the Commencement Date
and thereafter prior to the commencement of each of Landlord's fiscal years
during the Term, Landlord shall give Tenant a written estimate of Maintenance
Expenses (hereafter defined) for the ensuing fiscal year or partial fiscal year,
as the case may be.  Tenant shall pay, as an item of Additional Rent, such
estimated amount in equal monthly installments, in advance, or on before the
first (1st) day of each calendar month concurrent with its payment of Monthly
Rent.  If Landlord has


                                         10.
<PAGE>

not furnished its written estimate by the time set forth above, Tenant shall pay
monthly installments of Maintenance Expenses at the rate established for the
prior fiscal year, if any; provided that when the new estimate is delivered to
Tenant, Tenant shall at the next monthly payment date pay Landlord any accrued
deficiency based on the new estimate, or Landlord shall credit any accrued
overpayment based on such estimate toward Tenant's next installment payment
hereunder.  Within a reasonable period of time after the end of each fiscal year
(in no event less than one hundred (120) days after the end of each fiscal year
unless sooner completed by Landlord) Landlord shall furnish Tenant a statement
showing in reasonable detail the actual Maintenance Expenses incurred for the
period in question.  If Tenant's estimated payments are less than the actual
Maintenance Expenses as shown by the applicable statement, Tenant shall pay the
difference to Landlord within thirty (30) days thereafter.  If Tenant shall have
overpaid Landlord, Landlord shall credit such overpayment toward Tenant's next
installment payment hereunder.  When the final determination is made of the
actual Maintenance Expenses of the fiscal year in which this lease terminates,
Tenant shall, even if this Lease has terminated, pay to Landlord with fifteen
(15) days after notice the excess of such actual Maintenance Expenses over the
estimate of Maintenance Expenses paid.  Conversely, any overpayment shall be
rebated by Landlord to Tenant.  If Landlord shall determine at any time that the
estimate of Maintenance Expenses of the current fiscal year is or will become
inadequate to meet all such Maintenance Expenses for any reason, Landlord shall
immediately determine the approximate amount of such inadequacy and issue a
supplemental estimate as to such Maintenance Expenses and Tenant shall pay any
increase as reflected by such supplemental estimate, Landlord shall keep or
cause to be kept separate and complete books of accounting covering all
Maintenance Expenses and shall preserve for at least twelve (12) months after
the close of each fiscal year all material documents evidencing said Maintenance
Expenses for that fiscal year.  Tenant, at its sole cost and expense, through
any certified public accountant designated by it, shall have the right, during
reasonable business hours and not more frequently than once during any fiscal
year, to examine and/or audit the books and documents mentioned above evidencing
such costs and expenses of the previous fiscal year.  Any delay or failure by
Landlord in delivering any estimate or statement pursuant to this Section 7.1
shall not constitute a waiver of its right to require Tenant to pay all
Maintenance Expenses pursuant hereto.

       7.2    Definition of Maintenance Expenses.  The term "Maintenance
Expenses" means all costs and expenses incurred by Landlord or Landlord's Agents
in connection with the operation, maintenance and repair of the Outside Areas
and of the Building's proportionate share of the Project (such share determined
as the ratio of the Building Square Footage to the total square footage of the
floor area leased or held for lease by tenants as of the date upon which such
computation is made of all buildings within the Project, as determined by
Landlord), including, but not limited to, the following:  actual costs and
expenses incurred in connection with labor and materials utilized in the
performance of Landlord's maintenance and repair obligations pursuant to Section
9.1; any and all assessments levied against the Premises or the Project pursuant
to the Restrictions; water, electrical and other utility services not supplied
directly to a tenant, removal of trash, rubbish and other refuse from the
Project, cleaning of and replacement of signs of the Project, including
relamping and repairs made as required; repair, operation and maintenance of the
Common Area, including, but not limited to, removal of any obstructions not
reasonably required for the Common Area uses, prohibition and removal of the
sale or display of merchandise or the storing of materials and/or equipment in
the Common Area, and payment of all electrical, water and other utility charges
or fees for services furnished to the Common Area; obtaining and maintaining
public liability, property damage and other forms of insurance which Landlord
may or is required to maintain in connection with the Building and the Project
(including the payment of any deductibles thereunder); costs incurred in
connection with compliance of any laws or changes in laws applicable to the
Project, including without limitation any laws or changes in laws regarding
Hazardous materials; establishment of reasonable reserves for replacements
and/or repair of Outside Areas and Common Area Improvements, equipment and
supplies; employment of such personnel as Landlord may deem reasonably
necessary, if any, to direct parking and police the Common Are and facilities;
the cost of any capital improvements (other than tenant improvements for
specific tenants) made by or on behalf of Landlord to the Outside Areas, the
Project or Common Area to the extent of the amortized amount thereof over the
useful life of such capital improvements calculated at a market cost of funds,
all as determined by Landlord, for each such year of useful life during the
Term; depreciation of machinery and equipment used in connection  with the
maintenance and operation of the Outside Areas of the Common Area for whicha
reasonable reserve has not been established as herein provided; employment of
personnel used in connection with any of the foregoing, including, but not
limited to, payment or provision for unemployment insurance, worker's
compensation insurance and other employee costs; the cost of bookkeeping,
accounting and auditing and legal  services provided in connection with any of
the foregoing; the cost of any respect to Hazardous Materials; the cost of any
tax, insurance or other consultant utilized in connection with the Project; and
any other items reasonably necessary from time to time to property repair,
replace,


                                         11.

<PAGE>

maintain and operate the Outside Areas of the Project.  Maintenance Expenses
shall also include a management fee to cover Landlord's management, overhead and
administrative expenses (which management fee shall not exceed the
then-prevailing market management fee being charged by professional property
managers for projects located in the vicinity of the Project that are comparable
to the Project provided, however, if Landlord elects to delegate its duties
hereunder to a professional property manager then Maintenance Expenses shall not
include any management fee to Landlord (except for any costs and/or
administrative and overhead expenses reasonably incurred by Landlord in
monitoring and auditing the performance delegated to the professional property
manager), but under such circumstances any reasonable amounts paid to the
professional property manager shall be added to and deemed a part of Maintenance
Expenses.  If Landlord elects to perform any maintenance or repair herein
described in conjunction with properties other than the Project, and if a common
maintenance contractor is contracted with for such purpose, the contract amount
allocable to the project, as reasonably determined by Landlord, shall be added
to and deemed a part of Maintenance Expenses hereunder.  Increases in
Maintenance Expenses by reason of a disproportionate impact by Tenant thereon
(for example, and not by way of limitation, increases in costs of trash
collection because of Tenant's excessive generation of trash or increases in
costs of Outside Areas or Common Area maintenance because of Tenant's
Unpermitted storage of inventory or materials in the Outside Areas or Common
Area), in Landlord's reasonable judgment, may be billed by Landlord, as an item
of Additional Rent, directly to Tenant.

       7.3    Payment of Real Property Taxes.  Landlord shall pay, at Tenant's
expense and subject to reimbursement by Tenant as hereinafter set forth, all
Real Property Taxes (as hereinafter defined) levied against the Premises during
the Term. The amount of such payments by Landlord shall be based on tax bills
and notices received by Landlord pertaining to the Premises (and if Tenant
receives any such tax bills or notices, Tenant shall immediately forward same to
Landlord) and such payment shall be made before the last day such Real Property
Taxes are payable without penalty.  Tenant shall reimburse to Landlord, as an
item of Additional Rent, the full amount of such Real property Taxes paid by
Landlord within ten (10) days after Landlord's statement or invoice thereof,
which statement or invoice shall be accompanied by reasonable evidence of the
amount of such Real Property Taxes.  Alternatively, Landlord may elect to
include the cost of Real Property Taxes in the definition of Maintenance
Expenses, in which event Tenant shall pay such cost in the manner set forth in
Section 7.1.

       7.4.   Definition of Real Property Taxes.  The term "Real Property Taxes"
means any form of tax, assessment, charge, license, fee, rent tax, levy, penalty
(if a result of Tenant's delinquency), real property or other tax (other than
Landlord's net income, estate, succession, inheritance, or franchise taxes), now
or hereafter imposed with respect to the Premises or any part thereof (including
any Alterations), this Lease of any Rent payable under this Lease by any
authority having the direct or indirect power to tax, or by any city, county,
state or federal government or any improvement district or other district or
division thereof, whether such tax or any portion thereof (i) is determined by
the area of the Premises or any part thereof or the Rent payable under this
Lease by Tenant including, but not limited to, any gross income or excise tax
levied by any of the foregoing authorities with respect to receipt of the Rent
due under this Lease, (ii) is levied or assessed in lieu of, in substitution
for, or in addition to, existing or additional taxes with respect to the
Premises or any part thereof whether or not now customary or within the
contemplation of Landlord or Tenant, or (iii) is based upon any legal or
equitable interest of Landlord in the Premises or any part thereof.

       7.5    Apportionment of Taxes.  If  the Premises is assessed as part of a
larger parcel, then Landlord shall equitably apportion the Real Property Taxes
assessed against the real property which includes the Premises and reasonably
determine the amount of Real property Taxes attributable to the Premises.  If
other buildings exist on the assessed parcel, the Real Property Taxes
apportioned to the Premises shall be based upon the ration of the Building
Square Footage to the square footage of  all buildings on the assessed parcel.
Landlord's reasonable determination of such apportionment shall be conclusive.

       7.6    Taxes on Tenant's personal Property; Permitted Contests.  Tenant
shall be directly responsible for and shall pay the full amount of all taxes
levied on Tenant's Personal property, and shall hold Landlord free and harmless
therefrom.  if any such taxes are included in the tax bill for Real Property
Taxes of the Premises, Tenant shall reimburse Landlord therefor in the manner
described in Section 7.3, and shall make every effort with the applicable tax
authorities to have such personal property taxes removed from the Real Property
Taxes bill.  Tenant may contest the amount of validity of any Real Property
Taxes or taxes levied on Tenant's Personal Property by appropriate proceedings,
provided that Tenant gives Landlord prior Notice of any such contest and keeps
Landlord


                                         12.
<PAGE>

advised as to all proceedings, and provided further than Tenant shall continue
to reimburse Landlord for Landlord's payment of such Real Property Taxes unless
such proceedings shall operate to prevent or stay such payment and the
collection of the tax so contested. Landlord shall join in any such proceedings
if any Applicable Laws shall so require, provided that Tenant shall hold
harmless, indemnify, protect and defend Landlord from and against any liability,
claim, demand, cost or expense in connection therewith including, but not
limited to, actual attorneys' fees and costs reasonably incurred.

       7.7    Utilities and Services. Tenant shall be responsible for and shall
pay promptly, directly to the appropriate supplier, all charges for water, gas,
electricity, heat, light, power, telephone, refuse pickup, janitorial service,
interior landscape maintenance and all other utilities, materials and services
furnished directly to Tenant or the Premises or used by Tenant in, on or about
the Premises during the Term, together with any taxes thereon.  If any utilities
or services are not separately metered or assessed to Tenant, Landlord shall
make a reasonable determination of Tenant's proportionate share of the cost of
such utilities and services and Tenant shall pay such amount to Landlord, as an
Item of Additional Rent, within ten (10) days after receipt of Landlord's
statement or invoice therefor.  Alternatively, Landlord may elect to include
such cost in the definition of Maintenance Expenses, in which event Tenant shall
pay such cost in the manner set forth in Section 7.1.  Landlord may also require
Tenant to have any Specialized HVAC system separately metered to Tenant, at
Tenant's expense.  Landlord shall not be liable in damages or otherwise for any
failure to interruption of any utility or other service furnished to the
Premises.  No such failure or interruption shall be deemed an eviction or
entitle Tenant to terminate this Lease or withhold or abate any Rent due
hereunder.

                                    ARTICLE VIII

                                    ALTERATIONS

       8.1    Permitted Alterations.  After the Commencement Date, Tenant shall
not make or permit any Alterations in, on or about the Premises without the
prior written consent of Landlord, which consent may be withheld in Landlord's
sole and absolute discretion.  Notwithstanding the foregoing, Landlord shall not
unreasonably withhold its consent to any Alterations not exceeding One Dollar
$1.00) per square foot of the Building in aggregate cost over the Term and which
do not (i) affect the exterior of the Building or the Outside Areas (or be
visible from adjoining sites), (ii) affect or penetrate any of the structural
portions of the Building, including, but not limited, the roof, (iii) require
any change to the basic floor plan of the Building, any change to the structural
or mechanical components of the Building, or any governmental approval or permit
as a prerequisite to the construction thereof, (iv) interfere in any manner with
the proper functioning of or Landlord's access to any mechanical, electrical,
plumbing or HVAC systems, facilities or equipment located in or serving the
Building, or (v) diminish the value of the Premises.  All Alterations shall be
constructed pursuant to plans and specifications previously provided to and,
when applicable, approved in writing by Landlord, shall be installed by a
licensed contractor at Tenant's sole expense in compliance with all Applicable
Laws, and shall be accomplished in a good and workmanlike manner confirming in
quality and design with the Building existing as of the Commencement Date.  No
Hazardous Materials, including, but not limited to, asbestos or
asbestos-containing materials, shall be used by Tenant or Tenant's Agents in the
construction of any Alterations permitted hereunder.  Tenant shall, if required
by Landlord, obtain and pay for, at its own expense, a completion and indemnity
bond covering such work, the form and amount of which shall be subject to the
approval of Landlord.  All Alterations made by Tenant shall be and become the
property of Landlord upon the installation thereof and shall not be deemed
Tenant's Personal Property; provided, however, that Landlord may, at its option,
require that Tenant, upon the termination of this Lease, at Tenant's expense,
remove any or all no-structural Alterations installed by or on behalf of Tenant
and return the Premises to its condition as of the Commencement Date of  this
Lease, normal wear and tear excepted.  Notwithstanding any other provisions of
this Lease, Tenant shall be solely responsible for the maintenance, repair and
replacement of any and all Alterations made by or on behalf of Tenant (including
without limitation by Landlord on behalf of Tenant) to the Premise.

       8.2    Trade Fixtures.  Tenant shall, at its own expense, provide,
install and maintain in good condition all of Tenant's Personal Property
required in the conduct of its business in the Premises.

       8.3    Mechanics' Liens.  Tenant shall give Landlord Notice of Tenant's
intention to perform any work on the Premises which might result in any claim of
lien at least twenty (20) days prior to the commencement of such



                                         13.
<PAGE>

work to enable Landlord to post and record a notice of nonresponsiblity or other
notice Landlord deems proper prior to the commencement of any such work.  Tenant
shall not permit any mechanic's, materialmen's or other liens to be filed
against the property of which the Premises are a part or against Tenant's
leasehold interest in the Premises.  If Tenant fails to cause the release of
record of any lien(s) filed against the Premises or its leasehold estate therein
by payment or posting of a proper bond within ten (10) days from the date of the
lien filing(s), then Landlord may, at Tenant's expense, cause such lien(s) to be
released by any means Landlord deems proper, including, but not limited to
payment of or defense against the claim giving rise to the lien(s). All sums
reasonably disbursed, deposited or incurred by Landlord in connection with the
release of the lien(s), including, but not limited to, all costs, expenses and
actual attorneys' fees, shall be due and payable by Tenant to Landlord, as an
item of Additional Rent, on demand by Landlord, together with interest thereon
at the Applicable Rate from the date of such demand until paid by Tenant.

                                     ARTICLE IX

                               MAINTENANCE AND REPAIR

       9.1    Landlord's Maintenance of Outside Areas.  Landlord shall, subject
to receiving Tenant's payment of Maintenance Expenses, and subject to Section
9.2, Article XII and Article XIII, maintain in good condition and repair the
Outside Areas and every part thereof, including but not limited to, landscaping
(including replacement thereof), sprinkler systems, walkways, parking areas, and
approved signage.  Such maintenance shall include pest control, restriping of
the parking areas and painting of the exterior walls of the Building, as and
when the same becomes necessary in Landlord's sole discretion.  Such maintenance
shall further include the roof of the Building (excluding any skylights, but
including as needed any replacement thereof) _______________________ (including,
without limitation, the foundation, load-bearing walls and roof structure),
provided that Landlord shall not be required to make any repairs to the roof or
the structural components unless and until Tenant has notified Landlord in
writing of the need for such repair and Landlord shall have a reasonable period
of time thereafter to commence and complete said repair.  The cost of any
maintenance and repairs on the part of Landlord provided for in this Section 9.1
shall be considered part of Maintenance Expenses and paid by Tenant in the
manner set forth in Section 7.1, except that repairs which Landlord deems arise
out of any act or omission of Tenant or Tenant's Agents shall be made at the
expense of Tenant.  Landlord's obligation to repair and maintain hereunder shall
be limited to the cost of effecting such repair and maintenance and in no event
shall Landlord be liable for any costs or expenses in excess of said amounts,
including but not limited in any consequential damages, opportunity costs or
lost profits incurred or suffered by Tenant.  Notwithstanding the foregoing,
Landlord may, by Notice to Tenant, elect at any time to cease maintaining all or
any portion of the Outside Areas and/or the roof of the Building, in which event
Tenant shall be responsible for such maintenance as set forth in Section 9.2
below.

       9.2    Tenant's Maintenance and Repair Obligations.  Tenant shall at all
times during the Term of this Lease, at Tenant's sole cost and expense, clean,
keep, maintain, repair and make necessary improvements to, the Building and
every part thereof and all improvements therein or thereto, in good and sanitary
order and condition to the reasonable satisfaction of Landlord and in compliance
with all Applicable Laws, usual wear and tear excepted. Any damage or
deterioration of the Building shall not be deemed usual wear and tear if the
same could have been prevented by good maintenance practices by Tenant.
Tenant's repair and maintenance obligations herein shall include, but are not
limited to, all necessary maintenance and repairs to all portions of the
Building, and all exterior entrances, all glass, windows, window easements, show
window moldings, partitions, doors, doorjambs, door closures, hardware,
fixtures, electrical lighting and outlets, plumbing fixtures, sewage facilities,
interior walls, floors, ceilings, skylights, fans and exhaust equipment, fire
extinguisher equipment and systems, and all repairs to the HVAC and any
Specialized HVAC (as hereinafter defined).  As part of its maintenance
obligations hereunder, Tenant shall, at Landlord's request, provide Landlord
with copies of all maintenance schedules, reports and notices prepared by, for,
or on behalf of Tenant.  Landlord may impose reasonable restrictions and
requirements with respect to repairs by Tenant, which repairs shall be at least
equal in quality to the original work, and the provisions of Section 8.3 shall
apply to all such repairs.  Tenant's obligation to repair includes the
obligation to replace, as necessary, regardless of whether the benefit of such
replacement extends beyond the Term; provided however, if the replacement in
question is of a capital nature, the cost therefor shall be amortized over its
useful life and, in the event such useful life extends beyond the expiration
_____ sooner termination of the Lease (including any extensions of the Term),
Landlord shall reimburse Tenant for the unamortized portion thereof promptly
following the expiration or sooner termination of the Lease.  All replacements
by Tenant shall be subject to Landlord's prior


                                         14.

<PAGE>

approval. Any special or above-standard heating, ventilating and air
conditioning installed by, on behalf of, or at the request of Tenant
("Specialized HVAC"), shall be paid for and maintained by Tenant at Tenant's
sole cost and expense.  Notwithstanding the foregoing, Landlord shall have the
right, upon Notice to Tenant, to undertake the responsibility for maintenance
and repair of automatic fire extinguisher equipment, such as sprinkler system
and alarms, HVAC, specialized HVAC and other obligations of Tenant hereunder
which Landlord deems appropriate to undertake, in which even the cost thereof
shall be included as part of Maintenance Expenses and paid by Tenant in the
manner set forth in Section 7.1.  Tenant shall not permit or authorize any
person to go onto the roof of the Building without the prior written consent of
Landlord.  After Landlord ceases to maintain all or any portion of the Outside
Areas and/or the roof of the Building pursuant to Section 9.1, Tenant shall
immediately become obligated at Tenant's sole cost and expense, to clean, keep,
repair, replace and maintain in good, safe and sanitary order, condition and
repair the same to the reasonable satisfaction of Landlord.

       9.3    Waiver.  Tenant hereby waives all rights provided for by the
provisions of Sections 1941 and 1942 of the California Civil Code and any
present or future laws regarding Tenant's right to make repairs at the expense
of Landlord or to terminate this Lease because of the condition of the Premises.

       9.4    Self-Help.  If Tenant refuses or fails to repair and maintain the
Premises as required hereunder within ten (10) days from the date on which
Landlord makes a written demand on Tenant to effect such repair and maintenance,
Landlord may enter upon the Premises and make such repairs or perform such
maintenance without liability to Tenant for any loss or damage that may accrue
to Tenant or its merchandise, fixtures or other property or to Tenant's business
by reason thereof.  All sums reasonably disbursed, deposited or incurred by
Landlord in connection with such repairs or maintenance, plus ten percent (10%)
for overhead, shall be due and payable by Tenant to Landlord, as an item of
Additional Rent, on demand by Landlord, together with interest at the Applicable
Rate on such aggregate amount from the date of such demand until paid by Tenant.

                                     ARTICLE X

                              COMMON AREA AND PARKING

       10.1   Grant of Nonexclusive Common Area License and Right.  Landlord
hereby grants to Tenant and its permitted subtenants, in common with Landlord
and all persons, firms and corporations conducting business in the Project and
their respective customers, guests, licensees, invitees, subtenants, employees
and agents, to use the Common Area within the Project for such purposes and for
doing such things as may be provided for, authorized and/or permitted by the
Restrictions, such nonexclusive license and right to be appurtenant to Tenant's
leasehold estate created by this Lease.  The nonexclusive license and rights
granted pursuant to the provisions of this Article X shall be subject to the
provisions of the Restrictions, which pertain in any way to the Common Area
covered by such Restrictions, and the provisions of this Lease.

       10.2   Use of Common Area. Notwithstanding anything to the contrary
herein, Tenant and its successors, assigns, employees, agents and invitees shall
use the Common Area only of the purposes permitted hereby and by the
Restrictions and the Rules and Regulations. All uses permitted within the Common
Area shall be undertaken with reason and judgment so as not to interfere with
the use of the Common Area by others.  In no event shall Tenant erect, install,
or place, or cause to be erected, installed, or placed any structure, building,
trailer, fence, wall, signs or other obstructions on the Common Area except as
otherwise permitted herein and in the Restrictions, and Tenant shall not store
or sell any merchandise, equipment or materials on the Common Area.

       10.3   Control of Common Area.  Subject to provisions of the
Restrictions, all Common Area and all improvements located from time to time
within the Common Area shall at all times be subject to the exclusive control
and management of the Landlord.  Landlord shall have the right to construct,
maintain and operate lighting facilities within the Common Area; to police the
Common Area from time to time; to change the area, level, location and
arrangement of the parking areas and other improvements within the Common Area;
to restrict parking by tenants, their officers, agents and employees to employee
parking areas; to enforce parking charges (by operation of meters or otherwise);
to close all or any portion of the Common Area or Improvements therein to such
extent as may, in the opinion of counsel for Landlord, be legally sufficient to
prevent a dedication thereof or the accrual of any rights to any person or to
the public therein; to close temporarily all or any portion of the Common Area
and/or the improvements thereon; to discourage noncustomer parking; and to do
and perform such other acts in and to said


                                         15.
<PAGE>

Common Area and improvements thereon as, in the use of good business judgment,
Landlord shall determine to be advisable.

       10.4   Maintenance of Common Area.  Subject to the provisions of the
Restrictions, Landlord shall operate and maintain (or cause to be operated and
maintained) the Common Area in a first-class condition, in such manner as
Landlord in its sole discretion shall determine from time to time.  Without
limiting the scope of such discretion, Landlord shall have the full right and
authority to employ or cause to be employed all personnel and to make or cause
to be made all rules and regulations pertaining to or necessary for the proper
operation and maintenance of the Common Area and the improvements located
thereon.  The cost of such maintenance of the Common Area shall be included as
part of Maintenance Expenses.  No part of the Common Area may be used for the
storage of any items, including without limitation, vehicles, materials,
inventory and equipment.  All trash and other refuse shall be placed in
designated receptacles.  No work of any kind, including, but not limited to,
painting, drying, cleaning, repairing, manufacturing, assembling, cutting,
merchandising or displaying shall be permitted upon the Common Area.

       10.5   Revocation of License.  All Common Area and improvements located
thereon which Tenant is permitted to use and occupy pursuant to the provisions
of this Lease are to be used and occupied under a revocable license and right,
and if any such license be revoked, or if the amount of such areas be
diminished, Landlord shall not be subject to any liability nor shall Tenant be
entitled to compensation or diminution or abatement of Rent, and such revocation
or diminution of such areas shall not be deemed constructive or actual eviction.
It is understood and agreed that the condemnation or other taking or
appropriation by any public or quasi-public authority, or sale in lieu of
condemnation, of all or any portion of the Common Area shall not constitute a
violation of Landlord's agreements hereunder, and Tenant shall not be entitled
to participate in or make any claim for any award or other condemnation proceeds
arising from any such taking or appreciation of the Common Area.
Notwithstanding the foregoing, so long as no Event of Default has occurred and
is continuing, Landlord shall provide to Tenant the number of vehicle parking
spaces set forth in Item 15 of the Basic Lease Provisions throughout the Term
(subject to the rights of Landlord under this Article X).

       10.6   Landlord's Reserved Rights.  Landlord reserves the right to
install, use, maintain, repair, relocate and replace pipes, ducts, conduits,
wires and appurtenant meters and equipment included in the Premises or outside
the Premises, change the boundary lines of the Project and install, use,
maintain, repair, alter or relocate, expand and replace any Common Area;
provided, however, Landlord shall not unreasonably interfere with Tenant's use
of the Premises.  Such rights of Landlord shall include, but are not limited to,
designating from time to time certain portion of the Common Area as exclusively
for the benefit of certain tenants in the Project.

       10.7   Parking.  Tenant shall be entitled to the number of vehicle
parking spaces set forth in Item 15 of the basic lease provisions, which spaces
shall be unreserved and unassigned, on those portions of the Outside Areas
and/or Common Area designated by Landlord for parking by Tenant and Tenant's
Agents.  Tenant shall not use more parking spaces than such number.  Tenant
shall not permit or allow any vehicles that belong to or are controlled by
Tenant or Tenant's employees, suppliers, shippers, customers, or invitees to be
loaded, unloaded, or parked in areas other than those designated by Landlord for
such activities.  If Tenant permits or allows any of the prohibited activities
described above, then Landlord shall have the right, without notice, in addition
to such other rights and remedies that Landlord may have, to remove or two away
the vehicle involved and charge the cost to Tenant, which cost shall be
immediately payable upon demand by Landlord.  Parking shall be limited to
striped parking stalls, and no parking shall be permitted in any driveways,
accessways or in any area which would prohibit or impede the free flow of
traffic within the Common Area.  There shall be no overnight parking of any
vehicles of any kind, an vehicles which have been abandoned or parking in
violation of the terms hereof may be towed away at the owner's expense.

                                     ARTICLE XI

                              INDEMNITY AND INSURANCE

       11.1   Indemnification.  To the fullest extent permitted by law, Tenant
hereby agrees to defend (with attorneys acceptable to Landlord), indemnify
protect and hold harmless Landlord and Landlord's Agents and any successors to
all or any portion of Landlord's interest in the Premises and their directors,
officers, partners,


                                         16.

<PAGE>

employees, authorized agents, representatives, affiliates and Mortgagees, from
and against any and all damage, loss, claim, liability and expense including,
but not limited to, actual attorneys' fees and legal costs incurred directly or
indirectly by reason of any claim, suit or judgment brought by or on behalf of
(i) any person or persons for damage, loss or expense due to, but not limited
to, bodily injury or property damage sustained by such person or persons which
arise out of, are occasioned by, or are in any way attributable to the use or
occupancy of the Premises or the acts or omissions of the Tenant or Tenant's
Agents in or about the Premises or the Project (including but not limited to any
Event of Default hereunder), or (ii) Tenant or Tenant's Agents for damage, loss
or expense due to, but not limited to, bodily injury or property damage which
arise out of, are occasioned by, or are in any way attributable to the use of
any of the Common Area, except to the extent caused by the negligence or willful
misconduct of Landlord.

       11.2   Property Insurance.  Landlord shall obtain and keep in force
during the term of this Lease a policy or policies of insurance, with
deductibles at the sole discretion of Landlord, covering loss or damage to the
Premises and the Building, the Tenant Improvements and objects owned by Landlord
and normally covered under a "Boiler and Machinery" policy (as such term is used
in the nsurance industry) at least in the amount of the full replacement cost
thereof, and in no event less than the total amount required by Mortgagees,
against all perils included within the classification of fire, extended
coverage, vandalism, malicious mischief, special extended perils ("all risk" or
"special causes of action," as such terms are used in the insurance industry,
including, at Landlord's option, collapse, earthquake and flood) and other
perils as required by the Mortgagees or deemed necessary for Landlord.  A
stipulated value or agreed amount endorsement deleting any co-insurance
provision of said policy or policies shall be procured with said insurance.  The
cost of such insurance policies shall be included in the definition of
Maintenance Expenses, and shall be paid by Tenant in the manner set forth in
Section 7.1.  Such insurance policies shall provide for payment of loss
thereunder to Landlord or, at Landlord's election, the Mortgagees.  If the
Premises are part of a larger building, or if the Premises are part of a group
of buildings owned by Landlord which are adjacent to the Premises, then Tenant
shall pay for any increase in the property insurance of the Building or such
other building or buildings within the Project if such increase is caused by
Tenant's acts, omissions, use or occupancy of the Premises.  Tenant shall obtain
and keep in force during the Term, at its sole cost an expense, (i) an "all
risk" or "special cause of action" property policy in the amount of the full
replacement cost covering Tenant's Personal Property and any Alterations made by
or at the request of Tenant, with Landlord insured as its interest may appear,
and (ii) an "all risk" or "special causes of action" policy of business
interruption and/or loss of income insurance covering a period of six (6)
months, plus such additional period of time, if any , as will permit Tenant to
be in a position to have the same revenues as were in effect the day before a
loss giving rise to a claim under such insurance occurs.

       11.3   Liability/Miscellaneous Insurance.  Tenant shall maintain in full
force and effect at all times during the Term (plus such earlier an later
periods as Tenant may be in occupancy of the Premises), at its sole cost and
expense, policies of insurance issued by a carrier or carriers acceptable to
Landlord and the Mortgagees which afford the following coverages:  (i) statutory
workers' compensation, (ii) employer's liability with minimum limits of Five
Hundred Thousand Dollars ($500,000), (iii) comprehensive/commercial general
liability insurance including, but not limited to, blanket contractual liability
(including the indemnity set forth in Section 11.1), fire and water legal
liability, broad form property damage, personal injury, completed operations,
products liability, independent contractors, warehouser's legal liability and,
if alcoholic beverages are served, manufactured, distributed or sold in the
Premises, comprehensive liquor liability, and owned, non-owned and hired
vehicles,  of not less than the limits set forth in Item 17 of the Basic Lease
Provisions (or current limit carried, which ever is greater), naming Landlord,
the Mortgagees, and the Additional Insureds named in Item 16 of the Basic Lease
Provisions as additional insureds, and including a cross-liability or
severability of interests endorsement, and (iv) such other insurance in such
form and amounts as may be required by Landlord or the Mortgagees from time to
time.  Landlord or Landlord's Agents on behalf of Landlord may, at Landlord's
election, obtain liability insurance in such amounts and on such terms as
Landlord shall determine, and the cost thereof shall be included in Maintenance
Expenses and paid by Tenant in the manner described in Section 7.1.

       11.4   Hazardous Materials.  In the event Landlord consents to Tenant's
use, generation or storage of Hazardous Materials on, under or about the
Premises pursuant to Section 6.2, Landlord shall have the continuing right to
require Tenant, at Tenant's sole cost and expense, to purchase insurance
specified and approved by Landlord, with coverage of no less than Five Million
Dollars ($5,000,000.00), insuring (i) any Hazardous Materials shall be removed
from the Premises, (ii) the Premises shall be restored to a clean, neat,
attractive health, safe and


                                         17.
<PAGE>

sanitary condition, and (iii) any liability of Tenant, Landlord and Landlord's
Agents arising from such Hazardous Materials.

       11.5   Deductibles; Blanket Coverage.  Any policy of insurance required
pursuant to this Lease containing a deductible exceeding Ten Thousand Dollars
($10,000.00) per occurrence must be approved in writing by Landlord prior to the
issuance of such policy.  Tenant shall be solely responsible for the payment of
any deductible.  Any insurance required of Tenant pursuant to this Lease may be
provided by means of a so-called "blanket policy", so long as (i) the Premises
are specifically covered (by rider, endorsement or otherwise), (ii) the limits
of the policy are applicable on a "per location" basis to the Premises and
provide for restoration of the aggregate limits, and (iii) the policy otherwise
complies with the provisions of this Lease.

       11.7   Sufficiency of Coverage.  Neither Landlord nor any of Landlord's
Agents makes any representation that the types of insurance and limits specified
to be carried by Tenant under this Lease are adequate to protect Tenant.  If
Tenant believes that any such insurance coverage is insufficient, Tenant shall
provide, at its own expense, such additional insurance as Tenant deems adequate.
Nothing contained herein shall limit Tenant's liability under this Lease, and
Tenant's Liability under any provision of this Lease, including without
limitation under any indemnity provisions, shall not be limited to the amount of
any insurance obtained.

       11.8   Insurance Requirements.  Tenant's insurance (i) shall be in a form
satisfactory to Landlord and the Mortgagees and shall be carried with companies
that have a general policyholder's rating of not less than "A" and that are
determined by Landlord, in its sole discretion, as financially sound on a
current basis, (ii) shall provide that such policies shall not be subject to
material alteration or cancellation except after at least thirty (30) days prior
written notice to Landlord, and (iii) shall be primary, and any insurance
carried by Landlord or Landlord's Agents shall be noncontributing.  Tenant's
policy or policies, or duly executed certificates for them in the form and
content acceptable to Landlord, shall be deposited with Landlord prior to the
Commencement Date, and prior to renewal of such policies.  If Tenant fails to
procure and maintain the insurance required to be procured by Tenant under this
Lease, Landlord may, but shall not be required to, order such Insurance at
Tenant's expense.  All sums reasonably disbursed, deposited or incurred by
Landlord in connection therewith, including, but not limited to, all costs,
expenses and actual attorneys' fees, shall be due and payable by Tenant to
Landlord, as an item of Additional Rent, on demand by Landlord, together with
interest thereon at the Applicable Rate from the date of such demand until paid
by Tenant.

       11.9   Impound Funds.  If requested by any Mortgagees to whom Landlord
has granted a security interest in the Premises, or if any Event of Default
occurs under this Lease, Tenant shall, at Landlord's election, pay Landlord,
concurrently with each payment of Monthly Rent, a sum equal to one-twelfth
(1/12) of the annual insurance premiums payable to Tenant for all insurance
which Tenant is required to obtain pursuant to this Article XI.  Such sums (the
"Impound Funds") shall be held by Landlord and applied to the payment of such
insurance premium when due; provided, however, Landlord shall not be required to
keep the impound funds separate from other funds, Tenant shall not be entitled
to interest on the Impound Funds and no trust relationship shall be created with
respect to the Impound Funds.  The amount of the Impound Funds when unknown
shall be reasonably estimated by Landlord.  If the Impound Funds paid to
Landlord by Tenant under this Section 11.9 are insufficient to discharge the
obligation of Tenant to pay such insurance premiums as the same become due,
Tenant shall pay to Landlord, within ten (10) days after Landlord's written
request therefor, such additional sums necessary to pay such obligations.  If an
Event of Default has occurred, any balance remaining from the Impound Funds may,
at the option of Landlord, be applied to any obligation then due under this
Lease in lieu of being applied to the payment of insurance premiums.  The unused
portion of the Impound Funds, if any, shall be returned to Tenant within thirty
(30) days of the expiration of this lease or any termination of this Lease not
resulting from an Event of Default, provided that Tenant has vacated the
Premises in the manner required by this Lease.

       11.10  Landlord's Disclaimer.  Notwithstanding any other provisions of
this Lease, and to the fullest extent permitted by law, Landlord and Landlord's
Agents shall not be liable for any loss or damage to persons or property
resulting from theft, vandalism, fire, explosion, falling materials, glass, tile
or sheetrock, steam, gas, electricity, water or rain which may leak from an part
of the Premises, or from the pipes, appliances or plumbing works therein or from
the roof, street or subsurface or whatsoever, unless caused by or due to the
sole active negligence or willful misconduct of Landlord.  Landlord and
Landlord's Agents shall not be liable for interference


                                         18.
<PAGE>

with light or air, or for any latent defect in the Premises except as otherwise
expressly provided in this Lease.  Tenant shall give prompt Notice to Landlord
in case of a casualty, accident or repair needed to the Premises.

       11.11  Waiver of Subrogation.  Landlord, except to the extent Tenant's
insurance covers loss to Landlord plus Tenant's obligation with respect to
maintenance and repair and payment of insurance deductibles hereunder, and
Tenant each hereby waives all rights of recovery against the other and the
other's agents on account of loss and damage occasioned to such waiving party to
the extent only that such loss or damage is insured against under any insurance
policies required by this Article XI (and to the extent such insurance is
inadequate to cover such loss, this waiver shall not apply to amounts of loss
above such coverage).  Tenant and Landlord shall, upon obtaining policies of
insurance required hereunder, give notice to the insurance carriers that the
foregoing waiver of subrogation is contained in this lease.  Notwithstanding the
foregoing, it is agreed that in the event that any loss is due to the act,
omission or negligence or willful misconduct of Tenant or Tenant's Agents,
Tenant's liability insurance shall be primary and shall cover all losses and
damages prior to any other insurance hereunder.

                                    ARTICLE XII

                               DAMAGE OR DESTRUCTION

       12.1   Landlord's Obligation to Rebuild.  If the Premises are damaged or
destroyed by fire or other casualty (a 'Casualty"), Tenant shall promptly give
notice thereof to Landlord, and Landlord shall thereafter repair the Premises as
set forth in Sections 12.4 and 12.5 unless Landlord has the right to terminate
this Lease as provided in Section 12.2 and Landlord elects to so terminate or
Tenant has the right to terminate this Lease as provided in Section 12.3 and
Tenant elects to so terminate.

       12.2   Landlord's Right to Terminate.  Landlord shall have the right to
terminate this Lease following a Casualty if any of the following occurs:  (i)
insurance proceeds (together with any additional amounts tenant elects, at its
option, to contribute) are not available to Landlord to pay one hundred percent
(100%) of the cost to fully repair the Premises, excluding the deductible (for
which Tenant shall pay such deductible); (ii) Landlord's Architect determines
that the Premises cannot, with reasonable diligence, be fully repaired by
Landlord (or cannot be safety repaired because of the presence of hazardous
factors, including, but not limited to, Hazardous Materials, earthquake faults,
radiation, chemical waste and other similar dangers) within one hundred eighty
(180) days after the date of such Casualty; (iii) the Premises are destroyed or
damaged during the last twelve (12) months of the Term; or (iv) an Event of
Default has occurred and is continuing at the time of such Casualty.  If
Landlord elects to terminate this Lease following a Casualty pursuant to this
Section 12.2, Landlord shall give Tenant Notice of its election to terminate
within thirty (30) days after Landlord has knowledge of such Casualty, and this
Lease shall terminate fifteen (15) days after the date of such Notice.

       12.3   Tenant's Right to Terminate.  Subject to the later terms hereof,
Tenant shall have the right to terminate this Lease following the destruction of
the Premises (or damage to the Premises so extensive as to reasonably prevent
Tenant's substantial use and enjoyment of the remises) if any if the following
occurs:  (i) the Premises cannot, with reasonable diligence, be fully repaired
by Landlord within one hundred eighty (180) days after the date of the damage or
destruction, as determined by Landlord's Architect; (ii) the Premises cannot
safely be repaired because of the presence of hazardous factors, including
Hazardous Materials, earthquake faults, radiation, chemical waste and other
similar dangers; or (iii) the damage or destruction occurs during the last
twelve (12) months of the Term and cannot, with reasonable diligence, be fully
repaired by Landlord within ninety (90) days after the date of the destruction
or damage, as determined by Landlord's Architect.  Notwithstanding the
foregoing, Tenant shall not have the right to terminate under this Section 12.3
if (a) an Event of Default has occurred and is continuing at the time of such
damage or destruction or at the time of exercising the right to terminate, or
(b) the damage or destruction was caused, in whole or in part, by the act or
omission of Tenant or Tenant's Agents.  If Tenant elects to terminate this Lease
pursuant to this Section 12.3, Tenant shall give Landlord Notice of its election
to terminate within ten (10) days after the date of such damage or destruction,
and this Lease shall terminate thirty (30) days after the date of such Notice.

       12.4   Effect of Termination.  If this Lease is terminated following a
Casualty pursuant to Section 12.2 or Section 12.3, Landlord shall, subject to
the rights of the Mortgagees, be entitled to receive and retain all the
insurance proceeds resulting from or attributable to such Casualty, except for
those proceeds payable under policies


                                         19.

<PAGE>

obtained by Tenant which specifically insure Tenant's Personal Property.  If
neither party exercises any such right to terminate this Lease, this Lease will
continue in full force and effect, and Landlord shall, promptly following the
tenth (10th) day after the date of such Casualty and receipt of the amounts set
forth in clause (i) of Section 12.2, commence the process of obtaining necessary
permits and approvals of the repair of the Premises, and shall commence such
repair and prosecute the same diligently to completion as soon thereafter as is
practicable.  In the event that such repair is not completed within 225 days
following the date of such Casualty, Tenant shall have the right, as its sole
and exclusive remedy, to terminate this Lease by providing Landlord with written
notice thereof within 5 days following the lapse of such 225 day period, and
this Lease shall terminate upon such timely notice.  In the event Tenant fails
to provide Landlord with such notice of termination within such 5 day period,
this Lease shall continue in full force and effect.  Tenant shall fully
cooperate with Landlord in removing Tenant's Personal Property and any debris
from the Premises to facilitate the making of such repairs.

       12.5   Limited obligation to Repair.  Landlord's obligation, should it
elect or be obligated to repair the Premises following a Casualty, shall be
limited to the basic Building and Tenant Improvements and Tenant shall, at its
expense, replace or fully repair all Tenant's Personal Property and any
Alterations installed by Tenant existing at the time of such Casualty.  If the
Premises are to be repaired in accordance with the foregoing, Tenant shall make
available to Landlord any portion of insurance proceeds it receives which are
allocable to the Tenant Improvements.

       12.6   Abatement of Monthly Rent.  During any period when Landlord or
Landlord's Architect reasonably determines that there is substantial
interference with Tenant's use of the Premises by reason of a Casualty, Monthly
Rent shall be temporarily abated in proportion to the degree of such substantial
interference, but only to the extent of any business interruption or loss of
income insurance proceeds received by Landlord from Tenant's insurance described
in Section 11.2.  Such abatement shall commence upon the date Tenant notifies
Landlord of such Casualty and shall end upon the Substantial Completion of the
repair of the Premises which Landlord undertakes or is obligated to undertake
hereunder.  Tenant shall not be entitled to any compensation or damages from
Landlord for loss of the use of the Premises.  Tenant's Personal Property or
other damage or any inconvenience occasioned by a Casualty or by the repair or
restoration of the Premises thereafter, including, but not limited to, any
consequential damages, opportunity costs or lost profits incurred or suffered by
Tenant, Tenant hereby waives the provisions of Section 1932(2) and Section
1933(4) of the California Civil Code, and the provisions of any similar or
successor statutes.

       12.7   Landlord's Determination.  The determination in good faith by
Landlord's Architect of or relating to the estimated cost of repair of any
damage, replacement cost, the time period required for repair or the
interference with or suitability of the Premises for Tenant's use or occupancy
shall be conclusive for purposes of this Article XII and Article XIII.

                                    ARTICLE XIII

                                    CONDEMNATION

       13.1   Total Taking - Termination.  If title to the Building or so much
thereof is taken for any public or quasi-public use under any statute or by
right of eminent domain so that reconstruction of the Building will not result
in the Building being reasonably suitable for Tenant's continued occupancy for
the users and purposes permitted by this Lease, the Lease shall terminate as of
the date possession of the Building or part thereof is to taken.

       13.2   Partial Taking.  If any part of the Building is taken for any
public or quasi-public use under any statute or by right o eminent domain and
the remaining part is reasonably suitable for Tenant's continued occupancy for
the uses permitted by this Lease, this Leas shall, as to the part so taken,
terminate as of the date that possession of such part of the Building is taken
and the Monthly Rent shall be reduced in the same proportion that the floor area
of the portion of the Building so taken (less any addition thereto by reason of
any reconstruction) bears to the original Building Square Footage, as reasonably
determined by Landlord or Landlord's Architect.  Landlord shall, at its own cost
and expense, make all necessary repairs or alterations to the Building so as to
make the portion of the Building not taken a complete architectural unit, such
work shall not, however, exceed the scope of the work done by Landlord in
originally construction the Building.  If severance damages from the condemning
authority are not available to Landlord insufficient amounts to permit such
restoration, Landlord may terminate this Lease upon Notice to Tenant.  Monthly
Rent due and payable hereunder shall be temporarily abated during such
restoration


                                         20.

<PAGE>

period in proportion to the degree to which there is substantial interference
with Tenant's use of the Building, as reasonably determined by Landlord or
Landlord's Architect.  Each party hereby waives the provisions of Section
1265.130 of the California Code of Civil Procedure and any present or future law
allowing either party to petition the Superior Court to terminate this Lease in
the event of a partial taking of the Building or Premises.

       13.3   Taking of Parking Areas.  In the event there shall be a taking of
Outside Areas or portions of the Common Area made available to Tenant for
vehicle parking under this Lease such that Landlord can no longer provide to
Tenant the number of vehicle parking spaces set forth in Item 15 of the Basic
Lease Provisions, Landlord may substitute reasonably equivalent parking spaces
in a location reasonably cost to the Building; provided that if Landlord fails
to make such substitution within one hundred eighty (180) days following the
taking and if the taking materially impairs Tenant's use and enjoyment of the
Premises, Tenant may, at its option, terminate this Lease by giving Landlord
Notice of its election to terminate within thirty (30) days after the expiration
of such 180-day period.  In the event of such termination by Tenant, this Lease
shall terminate thirty (30) days after the date of such Notice.  If this Lease
is not so terminated by Tenant, there shall be no abatement of Rent and this
Lease shall continue in full force and effect.

       13.4   No Apportionment of Award.  No award for any partial or total
taking shall be apportioned, it being agreed and understood that Landlord shall
be entitled to the entire award for any partial or entire taking.  Tenant
assigns to Landlord its interest in any award which may be made in such taking
or condemnation, together with any and all rights of Tenant arising in or to the
same or any part thereof.  Nothing contained herein shall be deemed to give
Landlord any interest in or require Tenant to assign to Landlord any separate
award made to Tenant for the taking of Tenant's Personal Property, for the
interruption of Tenant's business or its moving costs, or for the loss of its
goodwill.

       13.5   Temporary Taking.  No temporary taking of the Building (which for
purposes hereof shall mean a taking of all or any part of the Building for one
hundred eighty (180) days or less) shall terminate this Lease or give Tenant any
right to any abatement of Rent.  Any award made to Tenant by reason of such
temporary taking shall belong entirely to Tenant and Landlord shall not be
entitled to share therein.  Each party agrees to execute and deliver to the
other all instruments that may be required to effectuate the provisions of this
Section 13.5.

       13.6   Sale Under Threat of Condemnation.  A sale made in good faith to
any authority having the power of eminent domain, either under threat of
condemnation or while condemnation proceedings are pending, shall be deemed a
taking under the power of eminent domain for all purposes of this Article XIII.

                                    ARTICLE XIV

                             ASSIGNMENT AND SUBLETTING

       14.1   Prohibition.  Tenant shall not directly or indirectly, voluntarily
or by operation of law, assign (which term shall include any transfer,
assignment, pledge, mortgage or hypothecation) this Lease, or any right or
interest hereunder, or sublet the Premises or any part thereof, or allow any
other person or entity to occupy or use all or any part of the Premises without
first obtaining the written consent of Landlord in each instance, which consent
shall not be unreasonably withheld.  No assignment, encumbrance, subletting, or
other transfer in violation of the terms of this Article XIV, whether voluntary
or involuntary, by operation of law, under legal process or proceedings, by
receivership, in bankruptcy, or otherwise shall be valid or effective and, at
the option of Landlord, shall constitute an Event of Default under this Lease.
To the extent not prohibited by provisions of the Bankruptcy Code of 1978, 11
U.S.C. Section 101 et seq. (the "Bankruptcy Code"), Tenant on behalf of itself,
creditors, administrators and assigns waives the applicability of Sections
541(c) and 365(e) of the Bankruptcy Code unless the proposed assignee of the
trustee for the estate of the bankrupt meets Landlord's standards for consent as
set forth below, Landlord has entered into this Lease with Tenant in order to
obtain for the benefit of the Project the unique attraction of Tenant's name and
business; the foregoing prohibition on assignment or subletting is expressly
agreed to by Tenant in consideration of such fact.  If this Lease is assigned to
any person or entity pursuant to the provisions of the Bankruptcy Code, any and
all monies or other considerations payable or otherwise to be delivered in
connection with such assignment shall be paid or delivered to Landlord, shall be
and remain the exclusive property of Landlord and shall not constitute property
of Tenant or the estate of Tenant within the meaning of the Bankruptcy Code.
Any and all monies or other considerations constituting Landlord's property
under the preceding sentence not paid or delivered to Landlord shall be held in
trust for the benefit of Landlord and be promptly paid or


                                         21.
<PAGE>

delivered to Landlord.  Any person or entity to which this Lease is assigned
pursuant to the provisions of the Bankruptcy Code shall be deemed without
further act or deed to have assumed all of the obligations arising under this
Lease on and after the date of such assignment.  Any such assignee shall upon
demand execute and deliver to Landlord an instrument confirming such assumption.

       14.2   Landlord's Consent.  In the event Landlord consents to any
assignment or subletting, such consent shall not constitute a waiver of any of
the restrictions of this Article XIV and the same shall apply to each successive
assignment or subletting hereunder, if any, in no event shall Landlord's consent
to an assignment or subletting affect the continuing primary liability of Tenant
(which, following assignment, shall be joint and several with the assignee), or
relieve Tenant of any of its obligations hereunder without an express written
release being given by Landlord.  In the even that Landlord shall consent to an
assignment or subletting under this Article XIV, such assignment or subletting
shall not be effective until the assignee or sublessee shall assume all of the
obligations of this Lease on the part of Tenant to be performed or observed and
whereby the assignee or sublessee shall agree that the provisions contained in
this Lease shall, notwithstanding such assignment or subletting, continue to be
binding upon it with respect to all future assignments and sublettings.  Such
assignment or sublease agreement shall be duly executed and a fully executed
copy thereof shall be delivered to Landlord, and Landlord may collect Monthly
Rent and Additional Rent due hereunder directly from the assignee or sublessee.
Collection of Monthly Rent and Additional Rent directly from as assignee or
sublessee shall not constitute a consent or a waiver of the necessity of consent
to such assignment or subletting, nor shall such collection constitute a
recognition of such assignee or sublessee as the Tenant hereunder or a release
of Tenant from the performance of all of its obligations hereunder.

       14.3   Information.  Regardless of whether Landlord's consent is required
under this Article XIV, Tenant shall notify Landlord in writing of Tenant's
intent to assign this Lease or any right or interest hereunder, or to sublease
the Premises or any part thereof, and of the name of the proposed assignee or
sublessee, the nature of the proposed assignee's or sublessee's business to be
conducted on the Premises, the terms and provisions of the proposed assignment
or sublease, a copy of the proposed assignment or sublease form, and such other
information as Landlord may reasonably request concerning the proposed assignee
or sublessee, including, but not limited to, net worth, income statements and
other financial statements for a two-year period preceding Tenant's request for
consent, evidence of insurance complying with requirements of Article XI, a
completed Environmental Questionnaire from the proposed assignee or sublessee,
and the fee described in Section 14.7.

       14.4   Standard for Consent.  Landlord shall, within thirty (30) days of
receipt of such Notice and all information requested by Landlord concerning the
proposed assignee or sublessee, elect to take on of the following actions:

              (a)    consent to such proposed assignment or sublease;

              (b)    refuse to consent to such proposed assignment or sublease,
which refusal shall be on reasonable grounds; or

       (c)    If Tenant proposes to sublease all or part of the Premises for the
entire remaining Term, Landlord may, at its option exercised by thirty (30) days
Notice to Tenant, elect to recapture such portion of the Premises as Tenant
proposes to sublease and as of the thirtieth (30th) day after Landlord so
notifies Tenant of its election to recapture, this Lease shall terminate as to
the portion of the Premises recaptured and the Monthly Rent payable under this
Lease shall be reduced in the same proportion that the floor area of that
portion of the Premises so recaptured bears to the Building Square Footage prior
to such recapture.

       Tenant agrees, by way of exempt and without limitation, that it shall not
be unreasonable for Landlord to withhold its consent to a proposed assignment or
subletting if any of the following situations exist or may exist:

       (i)    Landlord determines that the proposed assignee's or sublesses's
use of the Premises conflicts with Article V or Article VI, presents an
unacceptable risk, as determined by Landlord, under Article VI (and Landlord may
require such assignee or sublessee to complete the Environmental Questionnaire
in the manner described in Section 6.5 prior to making such determination), or
conflicts with any other provision under this Lease;


                                         22.
<PAGE>

                     (ii)   Landlord determines that the proposed assignee or
sublessee is not as financially responsible as Tenant as of the date of Tenant's
request for consent or as of the effective date of such assignment or
subletting;

                     (iv)   Landlord determines that the proposed assignment or
subletting would breach a covenant, condition or restriction in some other
lease, financing agreement or other agreement relating to the Project, the
Building, the Premises or this Lease;

                     (v)    Landlord determines that the proposed assignee or
sublessee (A) has been required by any prior Landlord, lender or governmental
authority to take remedial action in connection with Hazardous Materials
contaminating a property if such contamination resulted from the proposed
assignee's or sublessee's actions or use of the property in question, or (B) is
subject to any enforcement order issued by any governmental authority in
connection with the use, disposal or storage of a hazardous material; or

                     (vi)   An Event of Default has occurred and is continuing
at the time of Tenant's request for Landlord's consent, or as of the effective
date of such assignment or subletting.

       Tenant acknowledges that if Tenant has any exterior sign rights under
this Lease, such rights are personal to Tenant and may not be assigned or
transferred to an assignee of this Lease or sublessee of the Premises without
Landlord's prior written consent, which consent may be withheld in Landlord's
sole and absolute discretion.

       14.5   Bonus Value.  Tenant agrees that fifty percent (50%) of any
amounts paid by the assignee of sublessee, however described, in excess of (i)
the Monthly Rent payable by Tenant hereunder (or, in the case of sublease of a
portion of the Premises, in excess of the Monthly Rent reasonably allocable to
such portion), plus (ii) Tenant's direct out-of-pocket costs which Tenant
certifies to Landlord have been paid to provide occupancy related services to
such assignee or sublessee of a nature commonly provided by Landlords of similar
space, shall be the property of Landlord and such amounts shall be payable
directly to Landlord by the assignee or sublessee.  At Landlord's request, a
written agreement shall be entered into by and among Tenant, Landlord and the
proposed assignee or sublessee confirming the requirements of this Section 14.5.

       14.6   Certain Transfers.  The sale of all or substantially all of
Tenant's assets (other than bulk sales in the ordinary course of business), or,
if Tenant is a corporation, an unincorporated association, or a partnership, the
transfer, assignment or hypothecation of any stock or interest in such
corporation, association or partnership in the aggregate in excess of fifty
percent (50%) which such transfer, assignment or hypothecation is also
accompanied by a change in Tenant's management (excluding, however, a transfer
of publicly trades shares of stock in the aggregate in excess of fifty percent
(50%) shall be deemed an assignment within the meaning and provisions of this
Article XIV.

       14.7   Landlord's Fee and Expenses.  If Tenant requests Landlord's
consent to an assignment or subletting by Tenant under this Lease, Tenant shall
pay to Landlord all of the Landlord's out-of-pocket expenses, including, but not
limited to, attorneys' fees reasonably incurred related to such assignment or
subletting by Tenant, whether or not the assignment or subletting is approved.

       14.8   Transfer of the Premises by Landlord.  Upon any conveyance of the
Premises an assignment by Landlord of this Lease, Landlord shall and is hereby
entirely released from all liability under any and all of its covenants and
obligation contained in or derived from this Lease occurring after the date of
such conveyance and assignment, and Tenant agrees to attorn to any entity
purchasing or otherwise acquiring the Premises.

                                     ARTICLE XV

                               DEFAULTS AND REMEDIES


       15.1   Tenant's Default.  At the option of the Landlord, a default under
this Lease by Tenant shall exist if any of the following events shall occur
(each is called an "Event of Default"):


                                         23.

<PAGE>

              (a)    Tenant fails to pay the Rent payable hereunder, as and when
due, for a period of three (3) days after Notice by Landlord; provided, however,
the Notice given hereunder shall be in lieu of, and not in addition to, any
notice required under Section 1161, ET SEQ., of the California Code of Civil
Procedure;

              (b)    Tenant attempts to make or suffers to be made any transfer,
assignment or subletting, except as provided in Article XIV hereof;

              (c)    Any of Tenant's rights under this Lease are sold or
otherwise transferred by or under court order or legal process or otherwise or
if any of the actions described in Section 15.2 are taken by or against Tenant
or any Guarantor;

              (d)    The Premises are used for any purpose other than as
permitted pursuant to Article V;

              (e)    Any representation or warranty given by Tenant under or in
connection with this Lease proves to be materially false or misleading;

              (f)    Tenant fails to timely comply with the provisions of
Article VI ("Hazardous Materials"), Article XIV ("Assignment and Subletting"),
Article XVI ("Subordination; Estoppel Certificate; Financials"), Section 21.5
("Modifications for Mortgagees") or Section 21.19 ("Authority"); or

              (g)    Tenant fails to observe, keep, perform or cure within
fifteen (15) days after Notice by Landlord any of the other terms, covenants,
agreements or conditions contained in this Lease or those set forth in any other
agreements or rules or regulations which Tenant is obligated to observe or
perform.  In the event such default reasonably could not be cured or corrected
within such fifteen-day period, but is reasonably susceptible to cure or
correction, then Tenant shall not be in default hereunder if Tenant commences
the cure or correction of such default within such fifteen-day period and
diligently prosecutes the same to completion after commencing such cure or
correction.  The Notice required by this subparagraph 15.1(b) shall be in lieu
of, and not in addition to, any notice required under Section 1161, ET SEQ., of
the California Code of Civil Procedure.

Notices given under this Section 15.1 shall specify the alleged default and
shall demand that Tenant perform the provisions of this Lease or pay the Rent
that is in arrears, as the case may be, within the applicable period of time, or
quit the Premises.  No such Notice shall be deemed a forfeiture or a termination
of this Lease unless Landlord so elects in the Notice.

       15.2   Bankruptcy or Insolvency.  In no event shall this Lease be
assigned or assignable by operation of law and in no event shall this Lease be
an asset of Tenant in any receivership, bankruptcy, insolvency or reorganization
proceeding.  In the event:

              (a)    A court makes or enters any decree or order adjudging
Tenant to be insolvent, or approving as properly filled by or against Tenant a
petition seeking reorganization or other arrangement of Tenant under any
provisions of the Bankruptcy Code or any applicable state law, or directing the
winding up or liquidation of Tenant and such decree or order shall have
continued for a period of thirty (30) days;

              (b)    Tenant makes or suffers any transfer which constitutes a
fraudulent or otherwise avoidable transfer under any provisions of the
Bankruptcy Code or any applicable state law;

              (c)    Tenant assigns its assets for the benefit of its creditors;
or

              (d)    The material part of the property of Tenant or any property
essential to Tenant's business or of Tenant's interest in this Lease is
sequestered, attached or executed upon, and Tenant fails to secure a return or
release of such property within ten (10) days thereafter, or prior to sale
pursuant to such sequestration, attachment or levy, whichever is earlier;

then this Lease shall, at Landlord's election, immediately terminate and be of
no further force or effect whatsoever, without the necessity for any further
action by Landlord, except that Tenant shall not be relieved of obligations


                                         24.
<PAGE>

which have accrued prior to the date of such termination.  Upon such
termination, the provisions herein relating to the expiration or earlier
termination of this Lease shall control and Tenant shall immediately surrender
the Premises in the condition required by the provisions of this Lease.
Additionally, Landlord shall be entitled to all relief, including recovery of
damages from tenant, which may from time to time be permitted, or recoverable,
under the Bankruptcy Code or any other applicable state laws.

       15.3   Landlord's Remedies.  Upon the occurrence of an Event of Default,
then, in addition to and without waiving any other rights and remedies available
to Landlord at law or in equity or otherwise provided in this Lease, Landlord
may, at its option, cumulatively or in the alternative, exercise the following
remedies:

              (a)    Landlord may terminate Tenant's right to possession of the
Premises, in which case this Lease shall terminate and Tenant shall immediately
surrender possession of the Premises to Landlord.  No act by Landlord other than
giving Notice to Tenant of Landlord's election to terminate Tenant's right to
possession shall terminate this Lease.  Acts of maintenance, efforts to relet
the Premises, or the appointment of a receiver on Landlord's initiative to
protect Landlord's interest under this Lease shall not constitute a termination
of Tenant's right to possession.  Termination shall terminate Tenant's right to
possession of the Premises but shall not relieve Tenant of any obligation under
this Lease which has accrued prior to the date of such termination.  Upon such
termination, Landlord shall have the right to re-enter the Premises, and remove
all persons and property, and Landlord shall also be entitled to recover from
Tenant:

                     (i)    The worth at the time of award of the unpaid Monthly
Rent and Additional Rent which had been earned at the time of termination;

                     (ii)   The worth at the time of award of the amount by
which the unpaid Monthly Rent and Additional Rent which would have been earned
after termination until the time of award exceeds the amount of such rental loss
that Tenant proves could have been reasonably avoided;

                     (iii)  The worth at the time of award of the amount by
which the unpaid Monthly Rent and Additional Rent for the balance of the Term
after the time of award exceeds the amount of such rental loss that Tenant
proves could be reasonably avoided;

                     (iv)   Any other amount necessary to compensate Landlord
for all the detriment proximately caused by Tenant's failure to perform its
obligations under this Lease or which in the ordinary course of things would be
likely to result from Tenant's default, including, but not limited to, the cost
of recovering possession of the Premises, commissions and other expenses of
reletting, including necessary repair, demolition and renovation of the Premises
to the condition existing immediately prior to Tenant's occupancy, the
unamortized portion of any Tenant Improvements and brokerage commissions funded
by Landlord in connection with this Lease, the cost of rectifying any damage to
the Premises occasioned by the act or omission of Tenant, reasonable attorneys'
fees, and any other reasonable costs; and

                     (v)    At Landlord's election, all other amounts in
addition to or in lieu of the foregoing as may be permitted law.

       As used in subsections (i) and (ii) above, the "worth at the time of
award" shall be computed by allowing interest at the maximum legal rate
permitted by law.  As used in subsection (iii) above, the "worth at the time of
award" shall be computed by discounting the amount at the discount rate of the
Federal Reserve Bank of San Francisco at the time of award plus one percent
(1%).

              (b)    Landlord may elect not to terminate Tenant's right to
possession of the Premises, in which event this Lease will continue in full
force and effect as long as Landlord does not terminate Tenant's right to
possession, and Landlord may continue to enforce all of its rights and remedies
under this Lease, including the right to collect all Rent as it becomes due.  In
the event that Landlord elects to avail itself of the remedy provided in this
subparagraph 15.3(b), Landlord shall not unreasonably withhold its consent to an
assignment or subletting of the Premises subject to the reasonable standards for
Landlord's consent as are contained in this Lease.  In addition, in the event
Tenant has entered into a sublease which is valid under the terms of this Lease,
Landlord may also, at its


                                         25.

<PAGE>

option, cause Tenant to assign to Landlord the Interest of Tenant under said
sublease, including, but not limited to, Tenant's right to payment of Rent as it
becomes due.  Landlord may elect to enter the Premises and relet them, or any
part of the, to third parties for Tenant's Premises, including, but not limited
to, broker's commissions, expenses of cleaning and remodeling the Premises
required by the reletting, attorneys' fees and like costs.  Reletting can be for
a period shorter or longer than the remaining Term of this Lease and for the
entire Premises or any portion thereof.  Tenant shall pay to Landlord the
Monthly Rent and Additional Rent due under this lease on the dates the Monthly
Rent and such Additional Rent are due, less the Rent Landlord actually collects
from any reletting.  Except as provided in the preceding sentence, if Landlord
relets the Premises or any portion thereof, such reletting shall not relieve
Tenant of any obligation hereunder.  Notwithstanding the above, no act by
Landlord allowed by this subparagraph 15.3(b) shall terminate this Lease unless
Landlord notifies Tenant in writing that Landlord elects to terminate this
Lease.

       15.4   No Surrender.  Tenant waives any right of redemption or relief
from forfeiture under California Code of Civil Procedure Sections 1174 and 1179,
or under any other present or future law in the event Tenant is evicted or
Landlord takes possession of the Premises by reason of an Event of Default.  No
act or thing done by Landlord or Landlord's Agents during the Term shall be
deemed an acceptance of a surrender of the Premises, an no agreement to accept a
surrender shall be valid unless in writing and signed by Landlord.  No employee
of Landlord or of Landlord's Agents shall have any power to accept the keys to
the Premises prior to the termination of this Lease, and the delivery of the
keys to any employee shall not operate as a termination of this Lease or a
surrender of the Premises.

       15.5   Interest on Late Payments.  Any Rent due under this Lease that is
not paid to Landlord within three (3) days of the date when due shall commence
to bear interest at the Applicable Rate until fully paid.  Neither the accrual
nor the payment of Interest shall cure any default by Tenant under this Lease.

       15.6   Attorneys' and Other Fees.  All sums reasonably incurred by
Landlord in connection with an Event of Default or holding over of possession by
Tenant after the expiration or termination of this Lease, including, but not
limited to, all costs, expenses and actual accountants', appraisers', attorneys'
and other professional fees, and any collection agency or other collection
charges, shall be due and payable by Tenant to Landlord on demand, and shall
bear Interest at the Applicable Rate from the date of such demand until paid by
Tenant.  In addition, in the event that any action shall be instituted by either
of the parties hereto for the enforcement of any of its rights in and under this
Lease, the party in whose favor judgment shall be rendered shall be entitled to
recover from the other party all expenses reasonably incurred by the prevailing
party in such action, including actual costs and reasonable attorneys' fees.

       15.7   Landlord's Default.  Landlord shall not be deemed to be in default
in the performance of any obligation required to be performed by it hereunder
unless it has failed to perform such obligation within thirty (30) days after
receipt of Notice by Tenant to Landlord (and the Mortgages who have provided
Tenant with notice) specifying the nature of such default; provided, however,
that 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.

       15.8   Limitation of Landlord's Liability.  The obligations of Landlord
do not constitute the personal obligations of the individual partners, trustees,
directors, officers or shareholders of Landlord or its constituent partners.  If
Landlord shall fail to perform any covenant, term, or condition of this Lease
upon Landlord's part to be performed, Tenant shall recover a money judgment
against Landlord, such judgment shall be satisfied only out of the proceeds of
sale received upon execution of such judgment and levied thereon against the
right, title and interest of Landlord in the Building and out of rent or, other
Income from such property receivable by Landlord or out of consideration
received by Landlord from the sale or other disposition of all or any part of
Landlord's right, title or Interest in the Building, and no action for any
deficiency may be sought or obtained by Tenant.

       15.9   Mortgage Protection.  Upon any default on the part of Landlord,
Tenant will give notice by registered or certified mail to any Mortgagee who has
provided Tenant with notice of its interest together with an address for
receiving notice, and shall offer such Mortgagee a reasonable opportunity to
cure the default (which in no event shall be less than sixty (60) days),
including time to obtain possession of the Premises by power of sale or a


                                         26.
<PAGE>

judicial foreclosure, if such should prove necessary, to effect a cure.  Tenant
agrees that each of the Mortgagees to whom this Lease has been assigned by
Landlord is an express third party beneficiary hereof.  Tenant shall not make
any prepayment of Monthly Rent more than one (1) month in advance without the
prior written consent of such Mortgage.  Tenant waives any right under
California Civil Code Section 1950.5 or any other present or future law to the
collection of any deposit from such Mortgagee or any purchaser at a foreclosure
sale of such Mortgagee's Interest unless such Mortgage or such purchaser shall
have actually received and not refunded the deposit.  Tenant agrees to make all
payments under this Lease to the Mortgages with the most senior encumbrance upon
receiving a direction, in writing, to pay said amounts to such Mortgagee.
Tenant shall comply with such written direction to pay without determining
whether an event of default exists under such Mortgagee's Loan to Landlord.

       15.10  Landlord's Right to Perform.  If Tenant shall at any time fail to
make any payment or perform any other act on its part to be made or performed
under this Lease.  Landlord may (but shall not be obligated to), at Tenant's
expense, and without waiving or releasing Tenant from any obligation of Tenant
under this Lease, make such payment or perform such other act to the extent
Landlord may deem desirable, and in connection therewith, pay expenses and
employ counsel.  All sums paid by Landlord and all penalties, interest and
costs, including, but not limited to, collection costs and attorneys' fees
reasonably incurred in connection therewith, shall be due and payable by Tenant
to Landlord, as an Item of Additional Rent, on demand by Landlord, together with
Interest thereon at the Applicable Rate from the date of such demand until paid
by Tenant.

       15.11  Limitation of Actions Against Landlord.  Any claim, demand or
right of any kind by Tenant which is based upon or arises in connection with
this Lease shall be barred unless Tenant commences an action thereon within six
(6) months after the date that the act, omission, event or default upon which
the claim, demand or right arises, has occurred.

       15.12  Waiver of Jury Trial.  To the full extent permitted by law, Tenant
hereby waives the right to trial by jury in any action, proceeding or
counterclaim brought by Tenant on any matter whatsoever arising out of or in any
way connected with this Lease, the relationship of Landlord and Tenant, Tenant's
use or occupancy of the Premises and/or any claim of injury or damage.

                                    ARTICLE XVI

                  SUBORDINATION; ESTOPPEL CERTIFICATE; FINANCIALS

       16.1.  Subordination, Attornment and Non-Disturbance.  Without the
necessity of any additional document being executed by Tenant for the purpose of
effecting a subordination, and at the election of Landlord or any Mortgagee or
any ground lessor with respect to the land of which the Premises are a part,
this Lease shall be subject and subordinate at all times to (i) all ground
leases or underlying leases which may now exist or hereafter be executed
affecting the Building, and (ii) the lien of any Mortgage which may now exist or
hereafter be executed in any amount for which the Project, the Building, ground
leases or underlying leases, or Landlord's interest or estate in any of said
items is specified as security.  Landlord or any such Mortgagee or ground lessor
shall have the right, at its election, to subordinate or cause to be
subordinated any such ground leases or underlying leases or any such liens to
this Lease.  No subordination shall permit material interference with Tenant's
rights hereunder, and any ground lessor or Mortgagee shall recognize Tenant and
its permitted successors and assigns as the tenant of the Premises and shall not
disturb Tenant's right to quiet possession of the Premises during the Term so
long as no Event of Default has occurred and is continuing under this Lease.  If
Landlord's Interest in the Premises is acquired by any ground lessor or
Mortgagee, or in the event proceedings are brought for the foreclosure of, or in
the event of exercise of the power of sale under, any Mortgage made by Landlord
covering the Premises or any part thereof, or in the event a conveyance in lieu
of foreclosure is made for any reason, Tenant shall, notwithstanding any
subordination and upon the request of such successor in interest to Landlord,
attorn to and become the Tenant of the successor in interest to Landlord and
recognize such successor in interest as the Landlord under this Lease.  Although
this Section 16.1 is self-executing, Tenant covenants and agrees to execute and
deliver, upon demand by Landlord and in the form requested by Landlord, or any
Mortgagee or ground lessor, any additional documents evidencing the priority or
subordination of this Lease with respect to any such ground lessee or underlying
leases or the lien of any such Mortgagee, or evidencing the attornment of Tenant
to any successor in interest to Landlord as herein provided, Tenant's failure to
timely execute and deliver such additional documents shall, at Landlord's
option, constitute an Event of Default hereunder.


                                         27.

<PAGE>

       16.2.  Estoppel Certificate.  Tenant shall within ten (10) days following
written request by Landlord, execute and deliver to Landlord any documents,
including estoppel certificates, in a form required by Landlord (i) certifying
that this Lease is unmodified and in full force and effect or, if modified,
attaching a copy of such modification and certifying that this Lease, as so
modified, is In full force and effect and the date to which the Rent and other
charges are paid in advance, if any, (ii) acknowledging that there are not, to
Tenant's knowledge, any uncured defaults on the part of the Landlord or stating
the nature of any uncured defaults, (iii) evidencing the status of this Lease as
may be required by a Mortgagee or a purchaser of the Premises, (iv) certifying
the current Monthly Rent amount and the amount and form of Security Deposit on
deposit with Landlord, and (v) certifying to such other Information as Landlord,
Landlord's Agents, Mortgagees and prospective purchasers may reasonably request,
including, but not limited to, any requested information regarding Hazardous
Materials.  Tenant's failure to deliver an estoppel certificate within ten (10)
days after delivery of Landlord's written request therefor shall constitute an
Event of Default hereunder.

       16.3.  Financial Information.  Tenant shall deliver to Landlord, prior to
the execution of this Lease, and within ten (10) days following written request
therefor by Landlord at any time during the Term, Tenant's current financial
statements, and Tenant's financial statements for the two (2) years prior to the
current fiscal financial statement's year, certified to be true, accurate and
complete by the chief financial officer of Tenant, including a balance sheet and
profit and loss statement for the most recent prior year (collectively, the
"Statements"), which Statements shall accurately and completely reflect the
financial condition of Tenant.  Landlord agrees that it will keep the Statements
confidential, except that Landlord shall have the right to deliver the same to
any proposed purchaser of the Premises, the Project or any portion thereof, and
to the Mortgagees of Landlord or such purchaser.  Tenant acknowledges that
Landlord is relying on the Statements in its determination to enter into his
Lease, and Tenant represents to Landlord, which representation shall be deemed
made on the date of this Lease and again on the Commencement Date, that no
material change in the financial condition of Tenant, as reflected in the
Statements, has occurred since the date Tenant delivered the Statements to
Landlord.  If any material change in Tenant's financial condition, as reflected
in the Statements, to inform Landlord of any such material change, Landlord
shall have the right, in addition to any other rights and remedies of Landlord,
to terminate this Lease by notice to Tenant given within thirty (30) days after
Landlord learns of such material change.

                                    ARTICLE XVII

                                 SIGNS AND GRAPHICS

       Landlord shall designate the location on the Premises for one (1) or more
exterior identification signs for Tenant on the Project for one (1) monument
identification sign for Tenant.  Prior to installation and thereafter throughout
the Term, Tenant shall, at its sole cost and expense, secure all necessary
governmental permits and approvals relating to the installation and continued
maintenance of such permitted signs, and Landlord makes no representation or
warranty to Tenant as to the availability of such permits and approvals.  Tenant
shall have no right to maintain identification signs in any other location in,
on or about the Premises and shall not display or erect any other signs,
displays or other advertising materials that are visible from the exterior of
the Building. The size, design, color and other physical aspects of permitted
signs shall be subject to Landlord's written approval prior to installation,
which approval may be withheld in Landlord's discretion, any Restrictions and
any applicable municipal or other governmental permits and approvals.  All such
signs and graphics shall conform to the Sign criteria established by Landlord.
The cost of all signs and graphics, including the installation, maintenance and
removal thereof, shall be at Tenant's sole cost and expense.  If Tenant fails to
maintain its signs, or if Tenant fails to remove same upon termination of this
Lease and repair any damage caused by such removal (including, but not limited
to, repainting the affected area, if required by Landlord), Landlord may do so
at Tenant's expense.  All sums reasonably disbursed, deposited or incurred by
Landlord in connection with such removal, including, but not limited to, all
costs, expenses and actual attorneys' fees, shall be due and payable by Tenant
to Landlord on demand by Landlord, together with interest thereon at the
Applicable Rate from the date of such demand until paid by Tenant.



                                         28.

<PAGE>

                                   ARTICLE XVIII

                                  QUIET ENJOYMENT

       Landlord covenants that Tenant, upon performing the terms, conditions and
convenants of this Lease, shall have quiet and peaceful possession of the
Premises as against any person claiming the same by, through or under Landlord.

                                    ARTICLE XIX

                              SURRENDER; HOLDING OVER

       19.1.  Surrender of the Premises.  Upon the expiration or earlier
termination of this Lease, and subject to Section 4.2 of the Addendum  relating
to the Dock Wall, tenant shall surrender the Premises to Landlord in its
condition existing as of the Commencement Date, normal wear and tear and acts of
God excepted, with all Interior walls in good repair, all carpets shampooed and
cleaned, the HVAC equipment, plumbing, electrical and other mechanical
installations to the condition existing as of the Commencement Date (or, with
respect to any equipment or installations repaired by Landlord pursuant to
Section 3 of the Addendum, to the condition existing immediately following such
repair) and all floors cleaned and waxed, all to the reasonable satisfaction of
Landlord.  Tenant shall  remove from the Premises all of Tenant's Alterations
which Landlord requires Tenant to remove pursuant to Section 8.1 and all
Tenant's Personal Property, and shall repair any damage and perform any
restoration work caused by such removal.  If Tenant fails to remove such
Alterations and Tenant's Personal Property which Tenant is authorized and
obligated to remove pursuant to the above, and such failure continues after the
termination of this Lease, Landlord may retain such property and all rights of
Tenant with respect to it shall cease, or Landlord may place all or any portion
of such property in public storage for Tenant's account.  Tenant shall pay to
Landlord, upon demand, the costs of removal of any such Alterations and Tenant's
Personal Property and storage and transportation costs of same, and the cost of
repairing and restoring the Premises, together with attorneys' fees and interest
on said amounts at the Applicable Rate from the date of expenditure by Landlord.
If the Premises are not so surrendered at the termination of this Lease, Tenant
hereby agrees to Indemnify Landlord and Landlord's Agents against all loss or
liability resulting from any delay by Tenant in so surrendering the Premises,
including but not limited to, any claims made by any succeeding tenant, losses
to Landlord due to lost opportunities to lease to succeeding tenants, and actual
attorneys' fees and costs.

       19.2.  Holding Over.  If Tenant remains in possession of all or any part
of the Premises after the expiration of the Term with the prior written consent
of Landlord, such possession shall constitute a month-to-month tenancy only and
shall not constitute a renewal or extension for any further term.  If Tenant
remains in possession of all or any part of the Premises after the expiration of
the Term without the prior written consent of Landlord, such possession shall
constitute a tenancy at sufferance.  In either of such events, Monthly Rent
shall be increased to an amount equal to one hundred fifty percent (150%) of the
Monthly Rent payable during the last month of the Term, and any other sums due
hereunder shall be payable in the amounts and at the times specified in this
Lease.  Any such tenancy shall be subject to every other term, condition, and
covenant contained in this Lease.

                                     ARTICLE XX

                        CONSTRUCTION OF TENANT IMPROVEMENTS

       The obligations of Landlord and Tenant, if any, with respect to the
Tenant Improvements, are set forth in the Work Letter attached on EXHIBIT C.  It
is acknowledged and agreed that all Tenant Improvements under this lease are and
shall be the property of Landlord from and after their installation.

                                    ARTICLE XXI

                     MISCELLANEOUS AND INTERPRETIVE PROVISIONS

       21.1   Broker.  Landlord and Tenant each warrant and represent to the
other that neither has had any dealing with any real estate broker, agent or
finder in connection with the negotiation of this Lease or the


                                         29.
<PAGE>

introduction of the parties to this transaction, except for the Broker (whose
commission shall be paid by Landlord), and that it knows of no other real estate
broker, agent or finder who is or might be entitled to a commission or fee in
connection with this Lease.  In the event of any additional claims for brokers'
or finders' fees with respect to this Lease, Tenant shall indemnify, hold
harmless, protect and defend Landlord from and against such claims if they shall
be based upon any statement or representation or agreement made by Tenant, and
Landlord shall indemnify, hold harmless, protect and defend Tenant from and
against such claims if they shall be based upon any statement, representation or
agreement made by Landlord.

       21.2   Examination of Lease.  Submission of this Lease for examination or
signature by Tenant does not create a reservation of or option to lease.  This
Lease shall become effective and binding only upon full execution of this Lease
by both Landlord and Tenant.

       21.3   No Recording.  Tenant shall not record this Lease or any
memorandum of this Lease without Landlord's prior written consent, but if
Landlord so requests, Tenant agrees to execute, have acknowledged and deliver a
memorandum of this Lease in recordable form which Landlord thereafter may file
for record.

       21.4   Quitclaim.  Upon any termination of this Lease, Tenant shall, at
Landlord's request, execute, have acknowledged and deliver to Landlord an
instrument in writing releasing and quitclaiming to Landlord all right, title
and interest of Tenant in and to the Premises by reason of this Lease or
otherwise.

       21.5   Modifications for Mortgagees.  In connection with obtaining
financing for the Premises or any portion thereof, Landlord's Mortgagees shall
request reasonable modifications to this Lease as a condition to such financing,
Tenant shall not unreasonably withhold, delay or defer its consent thereto,
provided such modifications do not adversely affect Tenant's rights hereunder.
Tenant's failure to so consent shall constitute an Event of Default under this
Lease.

       21.6   Notice.  Any Notice required or desired to be given under this
Lease shall be in writing and shall be addressed to the address of the party to
be served.  The addresses of Landlord and Tenant are as set forth in Items 1 and
3, respectively, of the Basic Lease Provisions, except that (a) prior to the
Commencement Date, the address for Notices to Tenant shall be as set forth
opposite Tenant's signature on this Lease, and (b) from and after the
Commencement Date, notwithstanding the addresses for Tenant set forth in Item 3
of the Basic Lease Provisions, all Notices regarding the operation and
maintenance of the Project shall be delivered to Tenant at the Premises.  Each
such notice shall be deemed effective and given (i) upon receipt, if personally
delivered (which shall include delivery by courier or overnight delivery
service), (ii) upon being telephonically confirmed as transmitted, if sent by
telegram, telex or telecopy, (iii) two (2) business days after deposit in the
United States mail in Orange County or in the county in which the Premises are
located, certified and postage prepaid, properly  addressed to the party to be
served, or (iv) upon receipt if sent in any other way.  Any party hereto may
from time to time, by Notice to the other in accordance with this Section 21.6,
designate a different address than that set forth above for the purposes of
Notice.

       21.7.  Caption.  The captions and headings used in this Lease are for the
purposes of convenience only and shall not be construed to limit or extend the
meaning of any part of this Lease.

       21.8.  Executed Copy.  Any fully executed copy of this Lease shall be
deemed an original for all purposes.

       21.9.  Time.  Time is of the essence for the performance of each term,
condition and convenant of this Lease.

       21.10  Severability.  If any one or more of the provisions contained
herein shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality, or unenforceability shall not affect
any other provision of this Lease, but this Lease shall be construed as if such
invalid, illegal or unenforceable provision had not been contained herein.


                                         30.

<PAGE>

       21.11. Survival.  All covenants and indemnities set forth herein which
contemplate the payment of sums, or the performance by Tenant after the Term or
following and Event of Default, including specifically, but not limited to, the
covenants and indemnities set forth in Section 5.3., Article VI, Article VII,
Section 8.1, Section 9.2, Section 11.1, Section 11.10, Article XV, and
Article XIX, and all representations and warranties of Tenant, shall survive the
expiration or sooner termination of this Lease.

       21.12. Choice of Law.  This Lease shall be construed and enforced in
accordance with the laws of the State of California.  The language in all parts
of this Lease shall in all cases be construed as a whole according to its fair
meaning and not strictly for or against either Landlord or Tenant.

       21.13. Gender:  Singular or Plural.  When the context of this Lease
requires, the neutral gender includes the masculine, the feminine, a partnership
or corporation or joint venture, the singular includes the plural and the plural
includes the singular.

       21.14. Non-Agency.  It is not the intention of Landlord or Tenant to
create hereby a relationship of master-servant or principal-agent, and under no
circumstance shall tenant herein be considered the agent of Landlord, it being
the sole purpose and intent of the parties hereto to create a relationship of
Landlord and tenant.

       21.15. Successors.  The intent, covenants, conditions and agreements
contained in this Lease shall, subject to the provisions as to assignment,
subletting, and bankruptcy contained herein and any other provisions restricting
successors or assign, apply to and bind the heirs, successors, legal
representatives and assigns of the parties hereto.

       21.16. Waiver: Remedies, Cumulative.  The waiver by either party of any
term, covenant, agreement or condition herein contained shall not be deemed to
be a waiver of any subsequent breach of the same or any other term, covenant,
agreement or condition herein contained, nor shall any custom or practice which
may grow up between the parties in the administration of this Lease be construed
to waive or to lessen the right of either party to insist upon the performance
by the other party in strict accordance with all of the provisions of this
Lease.  The subsequent acceptance of Rent hereunder by Landlord shall not be
deemed to be a waiver of any preceding breach by Tenant of any provisions,
covenant, agreement or condition of this Lease, other than the failure of Tenant
to pay the particular Rent payment so accepted, regardless of Landlord's
knowledge of such preceding breach at the time of acceptance of such Rent
payment.  Landlord's acceptance of any check, letter or payment shall in no
event be deemed an accord and satisfaction, and Landlord shall accept the check,
letter or payment without prejudice to Landlord's right to recover the balance
of the Rent or pursue any other remedy available to it.  The rights and remedies
of either party under this Lease shall be cumulative and in addition to any and
all other rights and remedies which either party have or may have.

       21.17. Unavoidable Delay.  Except for the monetary obligations of Tenant
under this Lease, neither party shall be chargeable with, liable for, or
responsible to the other for anything or in any amount for any Unavoidable Delay
and any Unavoidable Delay shall not be deemed a breach of or default in the
performance of this Lease, it being specifically agreed that any time limit
provision contained in this Lease (other than the scheduled expiration of the
Term) shall be extended for the same period of time lost by Unavoidable Delay.

       21.18. Entire Agreement.  This Lease is the entire agreement between the
parties, and supersedes any prior agreements, representations, negotiations or
correspondence between the parties except as expressed herein.  Except as
otherwise provided herein, no subsequent change or obligation to this Lease
shall be binding unless in writing and signed by the parties herein.

       21.19. Authority.  If Tenant is a corporation or a partnership, each
individual executing this Lease on behalf of the corporation or partnership, as
the case may be, represent and warrants that he is duly authorized to execute
and deliver this Lease on behalf of said entity in accordance with its corporate
bylaws, statement of partnership or certificate of limited partnership, as the
case may be, and that this Lease is by Landlord, within thirty (30) days after
execution of this Lease and prior to entering into possession of the Premises,
deliver to Landlord a certified copy of a resolution of the Board of Directors
of the corporation or certificate of the Secretary of the corporation,
authorizing, ratifying or confirming the execution of this Lease.  If Tenant is
a partnership, Tenant shall, if requested by Landlord, within thirty (30) days
after the execution of this Lease and prior to entering into


                                         31.
<PAGE>

possession of the Premises, deliver to Landlord's certified copy of its
partnership agreement authorizing such execution.

       21.20. Guaranty.  As a condition to the execution of this Lease by
Landlord, the obligations, covenants and performance of the Tenant as herein
provided shall be guaranteed in writing by the Guarantor listed in Item 14 of
the Basic Lease Provisions, if any, on a form of guarantee provided by Landlord.

       21.21. Exhibits; References.  All exhibits, amendments, riders and
addenda attached to this Lease are hereby incorporated into and made a part off
this Lease.  In the event of variation or discrepancy, the duplicate  original
hereof (including exhibits, amendments, riders and addenda, if any, specified
above) held by Landlord shall control.  All references in this Lease to
Articles, Sections, Exhibits, Riders and clauses are made, respectively, to
Articles, Sections, Exhibits, Riders and clauses of this Lease, unless otherwise
specified.

       21.22. Basic Lease Provisions.  The Basic Lease Provisions at the
beginning of this Lease are intended to provide general information only.  In
the event of any inconsistency between the basic Lease Provisions and the
specific provisions of this Lease, the specific provisions of this Lease shall
prevail.

       21.23. No Merger.  The voluntary or other surrender of this Lease by
Tenant, or a mutual cancellation thereof, or a termination by Landlord, shall
not work a merger, and shall, at the option of Landlord, teerminate all or any
existing subtenancies or may, at the option of Landlord, operate as an
assignment to Landlord of any or all such subtenancies.

       21.24. Joint and Several Obligations.  If more than one person or entity
is Tenant, the obligations imposed on each such person or entity shall be joint
and several.

       21.25. No Light or Air Easement.  Any diminution or shutting off of light
or air by any structure which may be erected on lands adjacent to the Building
shall in no way affect this Lease, abate Rent or otherwise impose any liability
on Landlord.  This Lease does not confer any right with regard to the subsurface
below the ground level of the Building.

       21.26. Security Measures.  Tenant hereby acknowledges that Landlord shall
have no obligation whatsoever to provide guard service or other security
measures for the benefit of the Premises or the Project.  Tenant assumes all
responsibility for the protection of Tenant, Tenant's Agents and the property of
Tenant and of Tenant's Agents from acts of third parties.  Nothing herein
contained shall prevent Landlord, at Landlord's sole option, from providing
security protection for the Project or any part thereof, in which event the cost
thereof shall be included within the definition of Maintenance Expenses and paid
by Tenant in the manner set forth in Section 7.1.


                                         32.
<PAGE>

       THIS LEASE is effective as of the date the last signatory necessary to
       execute this Lease shall have executed this Lease.

                                          "LANDLORD"

                                          O'DONNELL PALO ALTO ASSOCIATES,
                                          a California general partnership

                                          By:    /s/ Donald S. Grant
                                                 ------------------------------
                                                 DONALD S. GRANT
                                          Its:   Authorized Signature

       ADDRESS FOR NOTICES PRIOR TO       "TENANT"

       COMMENCEMENT DATE:

                                          OMNICELL TECNHOLOGIES, INC.,
                                          a California corporation

       1101 E. Meadow Drive
       --------------------
       Palo Alto, CA 94303                By:    /s/ Earl E. Fry
       -------------------                       ------------------------------
       Attn:  Earl Fry
                                          Name:  Earl E. Fry
                                                 ------------------------------
                                          Title: VP & CFO


                                         33.

<PAGE>

                                      EXHIBIT A

                              DESCRIPTION OF PREMISES


     This Exhibit is attached to and made a part of that certain Standard Form
Lease dated April 3, 1996, by and between O'DONNELL PALO ALTO ASSOCIATES, a
California general partnership ("Landlord"), and OMNICELL TECNHOLOGIES, INC., a
California corporation ("Tenant"), for the Premises known as 1057 E. Meadow
Circle, Palo Alto, California.





                                     [FLOOR PLAN]








                                          1.

<PAGE>

                                     EXHIBIT B

                                 PROJECT SITE PLAN


This Exhibit is attached to and made a part of that certain Standard Form Lease
dated April 3, 1996, by andBetween O'DONNELL PALO ALTO ASSOCIATES, a California
general partnership ("Landlord"), and OMNICELL TECHNOLOGIES, INC., a California
corporation ("Tenant"), for the Premises known as 1057 E. Meadow Circle, Palo
Alto, California.



          EAST MEADOW CIRCLE BUILDING




                                    [SITE PLAN]





                                          1.

<PAGE>

                                     EXHIBIT C

                                    WORK LETTER

     This Exhibit is attached to and made a part of that certain Standard Form
Lease dated April 3, 1996, by and between O'DONNELL PALO ALTO ASSOCIATES, a
California general partnership, as "Landlord", OMNICELL TECHNOLOGIES, INC., a
California corporation, as "Tenant", for the Premises known as 1057 E. Meadow
Circle, Palo Alto, California.

1.   APPLICATION OF EXHIBIT

     Capitalized terms used and not otherwise defined heroin shall have the
same definitions as set forth in the Lease.  The provisions of this Work Latter
shall apply to the planning and completion of leasehold improvements requested
by Tenant (the "Tenant Improvements") for the fitting out of the Promises, as
more fully set forth herein.

2.   LANDLORD AND TENANT PRE-CONSTRUCT ION OBLIGATIONS

     (a)  PRELIMINARY PLANS.  Within seven (7) business days following full
execution of this Lease by both Landlord and Tenant, Landlord's Architect shall
prepare preliminary space plans for the Tenant Improvements (the "Preliminary
Plans") which shall include, without limitation, sketches and/or drawings
showing the locations of door, partitioning, electrical fixtures, outlets and
switches, plumbing fixtures, floor loads and other requirements, and a list of
all specialized installations and improvements and upgrade specifications
determined by Tenant as required for its use of the Premises.  Tenant agrees to
and shall promptly and fully cooperate with Landlord's Architect and shall
supply all information Landlord's Architect dooms necessary for the preparation
of the Preliminary Plans.  Tenant acknowledges that the Preliminary Plans shall
be prepared by Landlord's Architect after consultation and cooperation between
Tenant and Landlord's Architect regarding the proposed Tenant Improvements and
Tenant's requirements.  Landlord and Landlord's Architect shall be entitled, in
all respects, to rely upon all information supplied by Tenant regarding the
Tenant Improvements.  The costs associated with preparation of the Preliminary
Plans shall be borne by Tenant and paid as set forth in Sections 5 and 6 of the
Work Letter.

     (b)  WORKING DRAWINGS.  Within fifteen (15) business days following
full execution of this Lease by both Landlord and Tenant Landlord's Architect
shall prepare working drawings (the "Working Drawings") for the Tenant
improvements based upon the approved Preliminary Plans.  The Working Drawings
shall include architectural, mechanical and electrical construction drawings for
the Tenant Improvements based on the Preliminary Plans.  Notwithstanding the
Preliminary Plans, in all cases the Working Drawings (i) shall be subject to
Landlord's final approval, which approval shall not be unreasonably withhold,
(ii) shall not be in conflict with building codes for the City or County or with
insurance requirements for a fire resistive class A building, and (iii) shall be
in a form satisfactory to appropriate governmental authorities responsible for
issuing permits and licenses required for construction.  The costs associated
with preparation of the Working Drawings shall be borne by Tenant and paid as
set forth in Sections 5 and 6 of this Work Letter.

     (c)  APPROVAL OF WORKING DRAWINGS.  Landlord or Landlord's Architect
shall submit the working Drawings to Tenant for Tenant's review, and Tenant
shall notify Landlord and Landlord's Architect within five (5) days after
delivery thereof of any requested revisions.  Within three (3) business days
after receipt of Tenant's notice, Landlord's Architect shall make all approved
revisions to the Working Drawings and submit two (2) copies thereof to Tenant
for its final review and approval, which-approval shall be given within three
(3) days thereafter.  Concurrently with the above review and approval process,
Landlord may submit all plans and specifications to City and other applicable
governmental agencies in an Attempt to expedite City approval and issuance of
all necessary permits and licenses to construct the Tenant Improvements as shown
on the Working Drawings.  Any changes


                                          1.

<PAGE>

which are required by City or other governmental agencies shall be immediately
submitted to Landlord for Landlord's review and reasonable approval, and
Landlord shall promptly notify Tenant of such changes.


     (d)  SCHEDULE OF CRITICAL DATES.  Set forth below is a schedule of
certain critical dates relating to Landlord's and Tenant's respective
obligations for the design and construction of the Tenant Improvements.  Such
dates and the respective obligations of Landlord and Tenant are more fully
described elsewhere in this Work Letter.  The purpose of the following schedule
in to provide a reference for Landlord and Tenant and to make certain the Final
Approval Date occurs as set forth herein.  Following the Final Approval Date,
Tenant shall be deemed to have released Landlord to commence construction of the
Tenant Improvements As set forth in Section 4 below.

<TABLE>
<CAPTION>
                   Reference                                   Date Due                     Responsible Party
                   ----------                                  ---------                    -----------------
 <S>    <C>                                    <C>                                          <C>
 A.     "Preliminary Plan Completion"          Seven (7) business days after full              Tenant and
                                               execution of the Lease                           Landlord

 B.     "Working Drawings Completion"          Fifteen (15) business days after full            Landlord
                                               execution of the Lease

 C.     "Working Drawings Revision"            Five (5) days after Landlord submits the          Tenant
                                               Working Drawings to Tenant

 D.     "Working Drawings Revision"            Three (3) business days after Tenant             Landlord
                                               returns the Working Drawings to Landlord

 E.     "Final Approval Date"                  Three (3) days after Landlord submits the         Tenant
                                               revised Working Drawings to Tenant
</TABLE>

3.   BUILDING PERMIT

     After the Final Approval Date has occurred, Landlord shall, if Landlord
ham not already done so, submit the Working Drawings to the appropriate
governmental body or bodies for final plan checking and a building permit,
Landlord, with Tenant's cooperation, shall cause to be made any change in the
Working Drawings necessary to obtain the building permit; provided, however,
after the Final Approval Data, no changes shall be made to the Working Drawings
without the prior written approval of both Landlord and Tenant, and than only
after agreement by Tenant to pay any excess costs resulting from such changes.

4.   CONSTRUCTION OF TENANT IMPROVEMENTS

     After the Final Approval Date has occurred and a building permit for the
work has been issued, Landlord shall, through a guaranteed maximum cost or fixed
price (at Landlord's sole option) construction contract ("Construction
Contract") with a reputable, licensed contractor selected by Landlord
("Contractor"), cause the construction of the Tenant Improvements to be carried
out in substantial conformance with the Working Drawings in a good and
workmanlike manner using first-class materials.  The costs associated with the
construction of the Tenant Improvements shall be paid as set forth in Sections 5
and 6 of this Work Letter.  Landlord shall see that the construction complies
with all applicable building, fire, health, and sanitary codes and regulations,
the satisfaction of which shall be evidenced by a certificate of occupancy for
the Premises.

5.   TENANT IMPROVEMENT ALLOWANCE

     Landlord shall provide Tenant with a Tenant Improvement Allowance in the
amount of One Hundred Fifteen Thousand One Hundred Dollars ($115,000) towards
the cost of the design, purchase and construction of the Tenant Improvements,
including without limitation design, engineering and consulting fees
(collectively, the "Tenant Improvement Costs").  The Tenant Improvement
Allowance shall be used for payment of the following Tenant Improvements Costs:


                                          2.

<PAGE>

          (i)  Preparation by Landlord's Architect of the Preliminary
Plans and the Working Drawings as provided in Section 2 of this Work Letter,
including without limitation all fees charged by City (including without
limitation fees for building permits and plan checks) in connection with the
Tenant Improvements work in the Promises;

          (ii) Construction work for completion of the Tenant Improvements
as reflected in the Construction Contract; and

          (iii)     All contractors' charges, general conditions, performance
bond premiums and construction fees.

6.   COSTS IN EXCESS OF TRUANT IMPROVEMENT ALLOWANCE AT TENANT'S EXPENSE

     (a)  COST APPROVAL.  Tenant shall pay the excess of the Tenant
Improvement Costs over the amount of the Tenant Improvement Allowance available
to defray such costs.  Concurrent with the plan checking referred to in Section
3 of this Work Letter, Landlord shall prepare and submit to Tenant a written
estimate of the amount of the remaining Tenant Improvement Costs and the cost of
the Tenant Improvement Allowance still available to defray such costs (after
preparation of the Preliminary Plans and Working Drawings).  Tenant shall
approve or disapprove any such estimate by written notice to Landlord within
three (3) days after receipt thereof.  It Tenant fails to notify Landlord of its
disapproval within such three (3) day period, Tenant shall be deemed to have
approved such estimate.  If such estimate exceeds the Tenant Improvement
Allowance then still available and Tenant approves such estimate, Tenant's
notice of approval shall include payment to Landlord for the full amount of such
excess.  If Tenant disapproves such estimate within the three (3) day period,
Tenant shall be required to direct Landlord and Landlord's Architect to amend
the Working Drawings in a manner satisfactory to Landlord so as to reduce the
estimated costs to an amount acceptable to Tenant, and any excess estimated
costs remaining after such amendment shall be paid by Tenant in the manner
described in the preceding sentence.  Tenant shall additionally pay any costs
resulting from such amendment and Tenant shall be liable for the delay in
completing the Tenant improvements and the increased costs, if any, resulting
from such delay.  If Tenant is unwilling or unable to amend the Working Drawings
in a manner acceptable to Landlord, then Tenant shall be, deemed to have
approved of the estimate for the Working Drawings as prepared, and shall pay in
full the amount of any excess estimated costs together with any costs arising
from delay as a result of Tenant's actions hereunder, in the manner hereinabove
provided.

     (b)  FINAL COSTS.  Within sixty (60) days after completion by Landlord
of the Tenant Improvements, Landlord shall determine the actual final Tenant
Improvements Costs and shall submit a written statement of such amount to
Tenant.  If any estimate previously paid by Tenant exceeds the amount due
hereunder from Tenant for such work, such excess shall be refunded to Tenant.
If any amount is still due from Tenant for such work, then Tenant shall pay such
amount in full within ten (10) days of receipt of Landlord's statement.

7.   CHANGE ORDERS

     Tenant may from time to time request and obtain change orders during the
course of construction provided that;  (i) each such request shall be
reasonable, shall be in writing and signed by or on behalf of Tenant, and shall
not result in any structural change in the Building, as reasonably determined by
Landlord, (ii) all additional charges and costs, Including without limitation
architectural and engineering costs, construction and material costs, and
processing costs of any governmental entity shall be the sale and exclusive
obligation of Tenant, and (iii) any resulting delay in the completion of the
Tenant improvements shall be doomed a Tenant Delay and in no event shall extend
the Commencement Date of the Lease.  Upon Tenant's request for a change order,
Landlord shall as soon as reasonably possible submit to Tenant a written
estimate of the increased or decreased cost and anticipated delay, if any,
attributable to such requested change.  Within three (3) days of the date such
estimated cost adjustment and delay are delivered to Tenant, Tenant shall advise
Landlord whether it wishes to proceed with the change order, and if Tenant
elects to proceed with the change order, Tenant shall remit, concurrently with
Tenant's notice to proceed, the amount of the increased cost, if any,
attributable to such change order.  Unless Tenant includes in its initial change
order request that the work in process at the time such request in made be
halted pending approval and execution of a change order, Landlord shall not be
obligated to stop construction of the Tenant Improvements, whether or not the
change order relates to the work then in process or about to be started.


                                          3.

<PAGE>

8.   TENANT DELAYS

     In no event shall the Commencement Date of the Lease be extended or
delayed due or attributable to delays due to the fault of Tenant ("Tenant
Delays").  Tenant Delays shall include, but are not limited to, delays caused by
or resulting from any one or more of the following

     (a)  Tenant's failure to timely review and reasonably approve the
Working Drawings or to promptly cooperate with Landlord's Architect and furnish
information to Landlord for the preparation of the Preliminary Plans and Working
Drawings

     (b)  Tenant's request for or use of special materials, finishes or
installations which are not readily available, provided that Landlord shall
notify Tenant in writing that the particular material, finish, or installation
is not readily available promptly upon Landlord's discovery of same;

     (c)  Change orders requested by Tenant;

     (d)  Interference by Tenant or by Tenant's Agents with Landlord's
construction activities;

     (e)  Tenant's failure to approve any other item or perform any other
obligation in accordance with and by the dates specified herein or in the
Construction Contract;

     (f)  Tenant's requested changes in the Preliminary Plans, Working
Drawings or any other plans and specifications after the approval thereof by
Tenant or submission thereof by Tenant to Landlord;

     (g)  Tenant's failure to approve written estimates of costs in
accordance with this Work Letter; or

     (h)  Tenant's obtaining or failure to obtain any necessary governmental
approvals or permits for Tenant's intended use of the Premises.

     If the Commencement Date at the Lease is delayed by any Tenant Delays,
whether or not within the control of Tenant, then the Commencement Data of the
Lease and the payment of Rent shall be accelerated by the number of days of such
delay.  Landlord shall give Tenant written notice within a reasonable time of
any circumstance that Landlord believes constitutes a Tenant Delay.

9.   TRADE FIXTURES AND EQUIPMENT

     Tenant acknowledges and agrees that Tenant is solely responsible for
obtaining, delivering and installing in the Promises all necessary and desired
furniture, trade fixtures, equipment and other similar items, and that Landlord
shall have no responsibility whatsoever with regard thereto.  Tenant further
acknowledges and agrees that neither the Commencement Date of the Lease nor the
payment of Rent shall be delayed for any period of time whatsoever due to any
delay in the furnishing of the Premises with such items.

10.  FAILURE OF TENANT TO COMPLY

     Any failure of Tenant to comply with any of the provisions contained in
this Work Letter within the times for compliance herein set forth shall be
deemed a default tinder the Lease.  In addition to the remedies provided to
Landlord in this Work Letter upon the occurrence of such a default by Tenant,
Landlord shall have all remedies available at law or equity to a Landlord
against a defaulting tenant pursuant to a written lease, including but not
limited to those met forth in the Lease.


                                          4.

<PAGE>

                                     EXHIBIT D

                            COMMENCEMENT DATE MEMORANDUM

DATE:     August 8, 1996

RE:  Standard Form Lease dated April 3, 1996, by and between O'Donnell Palo
     Alto Associates as "Landlord", and OmniCell Technologies, Inc. as
     "Tenant", for the Premises known an 1057 East Meadow Circle, Palo Alto,
     California.

                                     AGREEMENT

     The undersigned hereby agree as follows:

     1.   The Tenant Improvements (as defined in the Lease) to the Promises
have been substantially completed in accordance with the terms and conditions of
the Lease, subject only to "punch list" items agreed to by Landlord and Tenant
pursuant to the terms of the Lease.

     2.   The Commencement Date, as defined in and determined in accordance
with the Lease, is hereby stipulated for all purposes to be August 12, 1996.

     3.   In accordance with the Lease, Monthly Rent (as defined In the
Lease) in the amount of Twenty-Seven Thousand Six Hundred Twenty-Four and no/100
Dollars ($27,624.00), subject to adjustment in accordance with the terms of the
Lease, commences to accrue on August 12, 1996, and is due and payable in advance
on the first day of each and every month during the Term (as defined in the
Lease).  Unless and until notified by Landlord to the contrary, Tenant shall
make its Rent chocks payable to O'Donnell Palo Alto Associates, Dept. 66221, El
Monte, CA  91735-6221.

"LANDLORD"

O'DONNELL PALO ALTO ASSOCIATES,

a California general partnership

By: /s/ Donald S. Grant
   -------------------------------------
          Donald S. Grant

Its: Authorized Signature
    ------------------------------------

"TENANT"

OMNICELL TECHNOLOGIES, INC.,
a California corporation

By:  /s/ Earl E. Fry
   -------------------------------------

Its: VP & CFO
    ------------------------------------


                                          1.