<PAGE>

















                                     LEASE

                             180 Rose Orchard Way
                             San Jose, California
              (For a portion of Building E at Technology Centre)

                LANDLORD:  Metropolitan Life Insurance Company
                             a New York corporation

                    TENANT:  Digital Microwave Corporation
                           a Delaware corporation














<PAGE>

                                     LEASE

                            BASIC LEASE INFORMATION
-------------------------------------------------------------------------------

A. REFERENCE DATE:                         April 5, 1995

B. LANDLORD:                               Metropolitan Life Insurance Company
                                           a New York Corporation

C. TENANT:                                 Digital Microwave Corporation
                                           a Delaware Corporation

D. TRADE NAME (if any):

E. GUARANTOR (if any):                     N/A

F. PREMISES (Paragraph 1, Exhibit A):
     Approximately 12,333 square feet of Rentable Area, known as 180
     Rose Orchard Way, located in the City of San Jose, County of Santa
     Clara, State of California, more particularly described as
     Building E in Exhibit A hereto.

   Project:

     The building, other buildings, landscaping, parking spaces,
     roadways and walkways on the land commonly known as Technology
     Centre, San Jose, California.  A general site plan of the plan of
     the Project is set forth in Exhibit A hereto.

G. PARKING SPACES (Paragraph 29):
     Nonexclusive use of 52 Parking Spaces.

H. TERM (Paragraph 2):
     Projected Commencement Date:          June 1, 1995
     Expiration Date:                      September 30, 2001

I. BASE ANNUAL RENT (Paragraph 5):
     Advance Rent payable upon Tenant's execution:  eight thousand nine
     hundred forty one dollars and forty two cents ($8,941.42).

     Base Annual Rent:  One hundred seven thousand two hundred ninety
     seven dollars and four cents ($107,297.04).

     Monthly Installments:
          Months 1 through 75:  Eight thousand nine hundred forty one dollars
          and forty two cents ($8,941.42).


                                      -i-

<PAGE>

J. PERMITTED USE (Section 4.1):
     Subject to the prohibition of Hazardous Material and other
     limitations and provisions of this Section, the Premises shall be
     used only for general office, research and development, light
     manufacturing and assembly.

K. ADDRESS FOR NOTICES (Paragraph 38):


   To Landlord:                            With Copies to:                     
   Metropolitan Life Insurance Company     Metropolitan Life Insurance Company 
   One Madison Avenue                      101 Lincoln Centre Drive, 6th Floor 
   New York, New York  10010               Foster City, California 94404       
   Attention:  Senior Vice President       Attention:  Assistant Vice President



To Tenant:

BEFORE COMMENCEMENT DATE:                  AFTER COMMENCEMENT DATE:     
                                                                        
Digital Microwave Corporation              Digital Microwave Corporation
170 Rose Orchard Way                       180 Rose Orchard Way         
San Jose, California 95134                 San Jose, California 95134   
Attention:  Vice President                 Attention:  Vice President   


L. TAXES AND OPERATING COSTS (Paragraph 7, 8 and 9)
     Tenant's Proportionate Share of Building:    22.38%
     Tenant's Proportionate Share of Project:      3.15%
     Tenant's Proportionate Share of Lot:         22.36%

M. SECURITY DEPOSIT (Article 24):
     Eight thousand nine hundred forty one dollars and forty two cents
     ($8,941.42).

N. BROKER(S) (Paragraph 34):

     Commercial Property Services Co.
     1740 Technology Drive, Suite 180
     San Jose, California 95110
     Attention:  Sutton Roley

     License No. 00707261

   COOPERATING BROKERS:
     Parrish Colliers International
     1960 The Alameda, Suite 100
     San Jose, California 95110
     Attention:  Martin A. Morici


                                      -ii-
<PAGE>

     License No. 00490878

The General Lease Provisions identified above in parentheses are those 
provisions making reference to above-described Basic Terms. Each such 
reference in the General Lease Provisions each comprise a part of this lease, 
and in the event of any conflict between the Summary of Basic Terms and the 
General Lease Provisions, the latter shall control.



TENANT:                                 LANDLORD:                    
                                                                         
Digital Microwave Corporation           Metropolitan Life Insurance Company 
a Delaware Corporation                  a New York Corporation


By:       /s/ CARL A. THOMSEN           By:       /s/ EDWARD J. HAYES      
   -------------------------------         ------------------------------- 
             CARL A. THOMSEN                        EDWARD J. HAYES        
   -------------------------------         ------------------------------- 
   Its:          VP - CFO                  Its:  Assistant Vice President   
   -------------------------------          ------------------------------ 





























                                     -iii-
<PAGE>

                          TABLE OF CONTENTS


                                                                          PAGE
PARAGRAPH     DESCRIPTION                                               NUMBER

1.            Premises ............................................        1

2.            Term ................................................        1

3.            Construction of Premises ............................        1

4.            Acceptance by Tenant ................................        2

5.            Common Areas ........................................        2

6.            Rent ................................................        2

7.            Security Deposit ....................................        3

8.            Operation Expenses ..................................        3

9.            Taxes ...............................................        5

10.           Utilities ...........................................        6

11.           Use .................................................        6

12.           Compliance With The Law .............................        7

13.           Alterations and Additions ...........................        7

14.           Repairs and Maintenance .............................        9

15.           Waste ...............................................        9

16.           Liens ...............................................        9

17.           Assignment and Subletting ...........................       10

18.           Indemnity ...........................................       12

19.           Damage to Premises or Building ......................       13

20.           Tenant's Insurance ..................................       13

21.           Ad Valorem Taxes ....................................       14

22.           Waiver ..............................................       15

23.           Entry by Landlord ...................................       15

24.           Casualty Damage .....................................       16

25.           Condemnation ........................................       17

26.           Tenant's Default ....................................       19

27.           Remedies for Tenant's Default .......................       20

28            Surrender of Premises ...............................       21


                                       -iv-

<PAGE>



29.           Default by Landlord .................................       22

30.           Parking .............................................       22

31.           Estoppel Certificate ................................       23

32.           Sale of Premises ....................................       23

33.           Subordination, Attornment ...........................       23

34.           Authority of Parties ................................       24

35.           Brokers .............................................       24

36.           Holding Over ........................................       24

37.           Rules and Regulations ...............................       25

38.           General Provisions ..................................       25

39.           Notices .............................................       28

40.           Intentionally deleted ...............................       28

41.           Cross Default .......................................       28

42.           Intentionally deleted ...............................       29

43.           Tenant's Right of First Opportunity to Negotiate ....       29

44.           Hazardous Materials .................................       31


                                  LIST OF EXHIBITS

Exhibit A. Property Description

Exhibit B  Tenant Improvements

Exhibit C  Rent Schedule

Exhibit D  Intentionally deleted

Exhibit E  Rules and Regulations

Exhibit F  Intentionally deleted

Exhibit G  Building G Lot


                                        -v-
<PAGE>

                                 TECHNOLOGY CENTRE                            
                                  LEASE AGREEMENT
                               (180 Rose Orchard Way)

    This Technology Centre Lease Agreement (180 Rose Orchard Way) ("Lease") 
is made and entered into as of April 5, 1995 ("Lease Date") by and between 
Digital Microwave Corporation, a Delaware corporation ("Tenant"), whose 
address is 170 Rose Orchard Way, San Jose, California 95134, and Metropolitan 
Life Insurance Company, a New York corporation ("Landlord"), whose address is 
101 Lincoln Centre Drive, 6th Floor, Foster City, California 94404. 

    This Lease sets forth the lease terms, covenants and conditions with 
respect to the Premises (as defined hereinbelow): 

    The Basic Lease Information set forth on the cover page and this Lease 
are and shall be construed as a single instrument.

    1.  PREMISES: Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord upon the terms and conditions contained herein the Premises in the 
Building included in Technology Centre, which are more particularly described 
in Exhibit A attached hereto and made a part hereof (the "Premises") and the 
tenant improvements (the "Tenant Improvements") thereon to be constructed in 
accordance with Exhibit B, attached hereto and made a part hereof.  As 
hereinafter used in this Lease, the term "Building" shall refer to a portion 
of the entire structure in which the Premises are located, the term "Lot" 
shall refer to the Assessor's tax parcel on which the Building is situated, 
and the term "Project" shall refer to Technology Centre project as shown on 
Exhibit A.

    2.  TERM: The term of this Lease (the "Term") shall be as shown in Item H 
of the Summary of Basic Terms and shall commence on the first to occur of 
seven days after the date on which Landlord substantially completes the 
construction of the Tenant Improvements in accordance with the Work Letter 
and tenders possession of the same to Tenant (regardless of whether Tenant 
takes possession of the Premises on such date), such earlier date as Tenant 
takes possession or commences use of the Premises for any purpose, other than 
as permitted under the Work Letter, or such earlier date required by the 
terms of the Work Letter or this Lease (the "Commencement Date").  As used 
herein, Landlord shall be deemed to have "substantially completed" the Tenant 
Improvements when the work of constructing the Tenant Improvements is 
complete, as stated in a notice prepared by Landlord's architect, 
notwithstanding that minor details of construction, mechanical adjustments or 
decorations which do not materially interfere with Tenant's use of the 
Premises (so-called "punchlist" items) remain to be performed or that 
Tenant's furniture, telephones, telecopiers, photocopiers, computers and 
other business machines or equipment have not been installed by Tenant.  
Notwithstanding the foregoing, the Commencement Date shall be advanced one 
(1) day for each day of Tenant Delay, as defined in the Work Letter.  The 
actual Commencement Date and the resulting expiration date (the "Expiration 
Date") shall be confirmed by Landlord in writing to Tenant upon such 
commencement.

    3.  CONSTRUCTION OF PREMISES: Landlord shall have no obligation to 
improve, alter, repair or remodel the Premises for occupancy by Tenant. All 
existing installations 


                                         1

<PAGE>

and improvements in the nature of real property or fixtures shall be and 
remain the property of Landlord.

    4.  ACCEPTANCE BY TENANT: Neither Landlord nor Landlord's representatives 
have made any representations or promises with respect to the Project, 
Building or the Premises except as herein expressly set forth.  Tenant 
acknowledges and agrees: (a) that Tenant has been afforded ample opportunity 
to inspect the Premises and the Building, and has investigated their 
conditions to the extent Tenant desires to do so, including their 
environmental conditions, and (b) that Landlord has no obligation to remodel 
or to make any repairs, alterations or improvements to the Premises or the 
Building or remediate any condition therein, except as expressly provided in 
the Lease.  Except as expressly provided in Paragraph 2 with respect to 
punchlist items, the taking of possession of the Premises by Tenant shall be 
conclusive evidence, as against Tenant, that Tenant accepts the same in its 
then "As Is" conditions and that the Premises, the Building and the Project 
were in good and satisfactory condition at the time such possession was so 
taken, and that the Tenant Improvements are constructed in accordance with 
the criteria set forth in Exhibit B.

    5.  COMMON AREAS: The term "Common Areas" shall refer to all areas and 
facilities outside the Premises and within the Project that are provided and 
designated by Landlord from time to time for the general nonexclusive use of 
Landlord, Tenant, and of other tenants in the Project and their 
representative employees, suppliers, shippers, customers, and invitees.  
Landlord hereby grants to Tenant, during the term of this Lease, the 
nonexclusive right to use, in common with others entitled to such use, the 
Common Areas as they exist from time to time, subject to any rules, 
regulations, and restrictions governing the use of the Project.  Under no 
circumstances shall the right granted herein to use the Common Areas be 
deemed to include the right to store any property in the Common Areas.  
Landlord reserves the right at any time to make alterations in or additions 
to the Project and to the Common Areas.

    6.  RENT:

        a.  Tenant agrees to pay to Landlord as base rent for the Premises, 
without prior notice or demand, the amount of base rent set forth in the 
Basic Lease Information on the cover page and as shown on the Rent Schedule 
attached hereto as Exhibit C and made a part hereof.  The term "Rent" as used 
herein shall mean all amounts payable to Landlord under this Lease whether or 
not characterized as Rent hereunder, including, but not limited to, the base 
rent set forth in Exhibit C, late charges, administrative fees, interest 
payments, as well as Tenant's, share of Operating Expenses, as specified in 
Paragraph 8, Taxes as specified in Paragraph 9, Utilities referred to in 
Paragraph 10 below, and the term "Rent" wh enever used herein refers to all 
these amounts.

        b.  Rent shall be payable on or before the first day of each month, 
throughout the term of the Lease, except that the first month's Rent shall be 
paid upon the execution of this Lease.  Rent for any period during the term 
hereof which is for less than one (1) month shall be a prorated portion of 
the monthly installment based upon a thirty (30) day month.  Rent shall be 
paid in full without abatement, deduction, or offset.  Tenant shall pay Rent 
to Landlord at 101 Lincoln 


                                         2

<PAGE>

Centre Drive, 6th Floor, Foster City, California 94404, Attention: Assistant 
Vice President, or to such other person or at such other place as Landlord 
may from time to time designate in writing.

        c.  The Rent has been established in contemplation that Tenant will 
occupy the Premises for the entire term.  In the event of an assignment or 
sublease of the Lease, Landlord and Tenant have agreed that Landlord shall 
have the rights provided in paragraph 17 of this Lease and Tenant expressly 
acknowledges and agrees that such agreement was a material inducement to 
Landlord in establishing the Rent and that Landlord has relied on this 
agreement in executing this Lease.

    7.  SECURITY DEPOSIT: Upon execution of this Lease, Tenant shall deposit 
with Landlord the sum shown in the Basic Lease Information on page 1 as 
security for the fall and faithful performance by Tenant of the provisions of 
this Lease (the "Security Deposit").  If Tenant is in default, Landlord may 
use the Security Deposit, or any portion of it, to cure the default or to 
compensate Landlord for all damage which Landlord may suffer by reason of 
Tenant's default.  Tenant shall immediately on demand pay to Landlord a sum 
equal to the portion of the Security Deposit expended or applied by Landlord 
as provided in this paragraph so as to maintain the Security Deposit in the 
sum initially deposited with Landlord.  At the expiration or termination of 
this Lease, Landlord shall return the Security Deposit to Tenant, less such 
amounts as are reasonably necessary to remedy Tenant's defaults in payment of 
Rent, to repair damages to the Premise caused by Tenant or to clean the 
Premises upon such termination, as soon as practicable thereafter.  
Landlord's obligations with respect to the Security Deposit are those of a 
debtor and not a trustee.  Landlord can maintain the security deposit 
separate and apart from Landlord's general funds or can commingle the 
Security Deposit with Landlord's general and other funds. Landlord shall not 
be required to pay Tenant interest on the Security Deposit.

    8.  OPERATING EXPENSES:

        a.  As additional Rent, Tenant shall pay currently Tenant's 
proportionate share of all Operating Expenses which is that percentage set 
forth in the Basic Lease Information on page 1 as "Tenant's Proportionate 
Share of the Project" and "Tenant's Proportionate Share of the Building".  
The term "Operating Expenses" means the total amounts paid or payable by 
Landlord or others on behalf of Landlord in connection with the ownership, 
maintenance, repair, and operation of the Premises, the Building, and the 
Project, and includes, but is not limited to, the amount paid for all hot and 
cold water, the amount paid for Project lighting; the amount paid for all 
labor and/or wages and other payments including cost to Landlord of Workmen's 
Compensation and disability insurance, payroll taxes, welfare and fringe 
benefits made to janitors, employees, building, managers, contractors, and 
subcontractors of the Landlord involved in the operation, maintenance, repair 
and restoration of the Building, the cost of maintenance and repair of the 
roof, landscaping, sidewalks, driveways, parking lots, fences and other 
exterior Common Areas; modifications to the Building occasioned by any rules, 
regulations, or laws effective subsequent to the Commencement Date; permits, 
licenses, and certificates necessary to operate and manage the Building; 
managerial fees and managerial, administrative, and telephone expenses 
related to the Building , the total charges of any independent contractors 
employed in the care and operation, maintenance, leasing; cleaning, repair, 
and restoration of the Building and the Project


                                         3

<PAGE>

landscaping; the amount paid for all supplies, tools, equipment, and 
necessities which are occasioned by everyday wear and tear; the costs of 
window and exterior wall cleaning; the cost of accounting services necessary 
to compute the Rent and charges payable by tenants; legal, inspection, and 
consulting services; and the amount paid for premiums for all insurance 
required from time to time, by Landlord or Landlord's mortgages.

        b.  Tenant acknowledges that Landlord shall have no obligation 
whatsoever to provide guard service or other security measures for the 
benefit of the Premises or Project.  Should Landlord elect to provide 
security protection for the Project, the cost of guards and other protection 
services shall be included within the definition of Operating Expenses.

        c.  Operating expenses shall not, however, include interest on debt, 
capital retirement of debt, depreciation, expenses properly chargeable to 
capital account except for capital expenditures primarily designed to reduce 
operating expenses or as required or reasonably requested by governmental 
authority (which capital expenditures shall be amortized over such reasonable 
period. not exceeding five (5) years, as Landlord shall determine), and 
expenses directly chargeable by the Landlord to any tenant or tenants.  The 
term "Operating Expenses" shall also not include (i) advertising costs, legal 
fees or brokerage commissions incurred in connection with entering into any 
lease; (ii) repairs, alterations, additions, improvements or replacements 
made to rectify or correct any defect in the design, materials or workmanship 
of the Building or Common Areas; (iii) damage and repairs attributable to 
fire or other casualty in excess of any deductible payable by Landlord 
pursuant to any insurance policy carried by Landlord, or to condemnation; 
(iv) damage and repairs covered under any insurance policy carried by 
Landlord in connection with the Building or Common Areas in excess of any 
deductible; (v) damage and repairs necessitated by the sole active negligence 
or willful misconduct of Landlord or Landlord's employees, contractors or 
agents; (vi) executive salaries or salaries of service personnel to the 
extent that such service personnel perform services other than in connection 
with the management, operation, repair or maintenance of the Building or 
Common Areas; (vii) Landlord's general overhead expenses not related to the 
Building or Common Areas; (viii) legal fees, accountant fees and other 
expenses incurred in connection with disputes with other tenants or other 
tenants or other occupants of the Building or associated with the enforcement 
of any leases or defense of Landlord's title to or interest in the Building 
or any part thereof; (ix) any other expense which is in excess of those that 
would be reasonable incurred by prudent operators and managers of similar 
buildings in similar projects.  The reference to "Building" in this paragraph 
shall include all corridors, lobbies, sidewalks, loading areas, and parking 
areas, if any, and driveways and other public areas in or around the 
Building.  Notwithstanding the provisions of this paragraph 8, Tenant agrees 
that any cost or expense which arises from Tenant's particular use or 
occupancy of the Building shall be paid in full by Tenant upon demand from 
Landlord.

        d.  Failure of Tenant to pay any of the foregoing amounts and charges 
shall constitute a default under the terms hereof in like manner as failure 
to pay Rent when due.

        e.  The Operating Expense amounts set forth above shall be paid as 
follows: Landlord shall determine or estimate the amount due for the calendar 
year in which the Lease or occupancy commences.  Commencing on the earlier of 
the Commencement Date or the date the 


                                        4
<PAGE>

occupancy commences, one twelfth (1/12) of the amount due or estimated by 
Landlord to be due shall be paid by Tenant to Landlord on the first day of 
each month of the remaining months of the calendar year.  Thereafter, 
Landlord may estimate such increases as of the beginning of each calendar 
year and require Tenant to pay one-twelfth (1/12) of such estimated amount as 
additional Rent hereunder as of the first of each month. Not later than March 
31st of the following calendar year or as soon thereafter as reasonably 
possible, including the year following the year in which this Lease 
terminates, Landlord shall endeavor to Furnish Tenant with a true and correct 
accounting of actual costs with respect to the items set forth above, which 
accounting shall be binding on Tenant, and within thirty (30) days of 
Landlord's delivery of such accounting, Tenant shall pay to Landlord the 
amount of any underpayment.  Notwithstanding the foregoing failure by 
Landlord to give such accounting by such date shall not constitute a waiver 
by Landlord of its right to collect Tenant's share of any underpayment 
Landlord shall credit the amount of any overpayment of Tenant toward the next 
Rent falling due, or where the term of the Lease has expired, refund the 
amount of overpayment (less any other payments Tenant is obligated to make to 
Landlord under this Lease then due and payable) to Tenant.  Landlord may upon 
notice to Tenant change from a calendar year period for estimating Operating 
Expenses to any other twelve (12) consecutive month period, and in the event 
of any such change Tenant's proportionate share of Operating Expenses shall 
be equitably adjusted. Landlord shall not recover, through Operating 
Expenses, any item of cost more than once.

        f.  Tenant shall have the right on an annual basis to inspect 
Landlord's annual reconciliation of Operating Expenses in order to verify the 
accuracy of Landlord's allocation of Operating Expenses.  To the extent of 
any overpayment by Tenant, Landlord shall credit the amount of such 
overpayment toward the next estimated monthly installment(s) falling due, or 
where the term of the Lease has expired, refund the amount of overpayment 
(less any other payments Tenant is obligated to make to Landlord under this 
Lease, than due and payable) to Tenant. To the extent such reconciliation 
shows an underpayment (the "Shortfall") of Operating Expenses, Tenant shall 
pay the Shortfall within five (5) business days of Landlord's request for 
payment.  Under no circumstances shall Tenant withhold estimated payments of 
Operating Expenses or of the Shortfall, however Tenant shall have the right 
to inspect the invoices used in the preparation of Landlord's annual 
reconciliation.  So long as the Operating Expenses are in conformance with 
this Paragraph 8 such accounting shall be binding on Tenant.

    9.  TAXES:

        a.  Tenant shall pay as additional Rent Tenant's proportionate of all 
Taxes applicable to the land, improvements, fixtures, and equipment included 
within the Lot.  Tenant's proportionate share of the Taxes is that percentage 
set forth in the Basic Lease Information on page 1 as "Tenant's share of the 
Lot".  The term "Taxes" includes any form of assessment, general, special, 
ordinary or extraordinary, commercial rental tax, improvement bond or bonds, 
license fee, license tax, rental tax, levy, penalty, or tax other than 
inheritance or estate taxes imposed by any authority having the direct or 
indirect power of tax, including any city, county, state, or federal 
government or any school, agricultural, lighting, drainage, or other 
improvement district hereof, as against any legal or equitable interest of 
Landlord in the Premises or in the real property of which the Premises are a 
part, as against Landlord's right to Rent or other income 


                                        5
<PAGE>

therefrom, or as against Landlord's business of leasing the Premises or the 
occupancy of Tenant, or any other tax, fee, or excise, however described, 
including any value added tar, or any tax or any tax imposed substitution, 
partially or totally, for any of the foregoing or otherwise. Taxes shall also 
include reasonable legal fees and costs incurred in connection with 
proceedings to contest, determine, or reduce taxes.  The term "Taxes" shall 
not include (i) any state, local, federal, personal or corporate income tax 
measured by the income of Landlord from all sources or from sources other 
than rent alone; (ii) any franchise, succession or transfer taxes; or (iii) 
interest on taxes or penalties resulting from Landlord's failure to pay taxes.

        b.  Taxes shall be paid as follows: Landlord shall determine or 
estimate the amount due for Tenant's share of the Taxes for the calendar year 
in which the Lease or occupancy commences.  Commencing on the earlier of the 
Commencement Date or the date the occupancy commenced, one-twelfth (1/12) of 
the amount due or estimated by Landlord to be due shall be paid by Tenant to 
Landlord on the first day of each month of the remaining months of the 
calendar year. Thereafter, Landlord may estimate the amount of Tenant's share 
of the Taxes as of the beginning of each calendar year and require Tenant to 
pay one-twelfth (1/12) of such estimated amount as additional Rent hereunder 
as of the first of each month.  As soon as reasonably possible after Landlord 
has received the tax bill for the year, Landlord shall endeavor to furnish 
Tenant with a true and correct tax statement, and within thirty (30) days of 
Landlord's delivery of such statement, Tenant shall pay to Landlord the 
amount of any underpayment. Landlord shall credit the amount if any 
overpayment of Tenant toward the next estimated monthly installment(s) 
falling due, or where the term of the Lease has expired, refund the amount of 
overpayment to Tenant.

        c.  Tenant shall pay before delinquent all taxes assessed against 
and upon equipment, furniture, fixtures, and other personal property of 
Tenant. 

    10. UTILITIES: Tenant shall be solely responsible for paying the cost of 
all utilities, including, but not limited to, sewer use and connection fees, 
water, gas, heat, electricity, telephone, and other utilities (the 
"Utilities") billed or metered separately to Tenant.  Landlord may in its 
sole discretion at any time during the term of the Lease install or cause 
submeters to be installed or otherwise cause the Utilities to be separately 
metered for the Premises in which case Tenant shall reimburse Landlord any 
cost incurred as a result of the installation of the separate meter(s) and 
shall reimburse Landlord for Tenant's actual Utility use.  If the Utilities 
are not separately billed to Tenant, Tenant shall pay to Landlord within 
fifteen (15) days after receiving a bill from Landlord a proportionate share 
of the Utilities billed to the Building. Tenant's proportionate share of the 
Utilities shall be that percentage set forth in the Basic Lease Information 
on page 1 as "Tenant's Share of the Building" or in Landlord's sole 
discretion the amount that is actually attributable to Tenant's use.

    11. USE: Tenant shall use the Premises solely for the uses set forth in 
the Basic Lease Information on page 1 and shall not use the Premises for any 
other purpose without obtaining the prior written consent of Landlord.  
Tenant warrants that it shall not make any use of the Premises which may 
cause contamination of the soil, the subsoil or ground water.  Tenant shall 
not do, bring, or keep anything in or about the Premises that will cause a 
cancellation of any insurance covering the Premises.  If the rate of any 
insurance carried by Landlord is increased as a result of 


                                        6
<PAGE>

Tenant's use, Tenant shall pay to Landlord within thirty (30) days before the 
date Landlord is obligated to pay a premium on the insurance, or within ten 
(10) days after Landlord delivers to Tenant a certified statement from 
Landlord's insurance carrier stating that the rate increase was caused solely 
by an activity of Tenant on the Premises as permitted in this Lease, 
whichever date is later, a sum equal to the difference between the original 
premium and the increased premium.

          Tenant acknowledges that the Premises may become subject to certain 
covenants, conditions, and restrictions (the "CC&R's").  After CC&R's 
affecting the Project are recorded, Landlord shall deliver a copy of the same 
to Tenant and thereafter throughout the term of this Lease and any extensions 
thereof, Tenant shall faithfully and timely perform and comply with the 
CC&R's and any modification or amendments thereof.  Tenant shall hold 
Landlord harmless and indemnify Landlord against any loss, expense, damage, 
attorney's fees, and costs or liability arising out of the failure of Tenant 
to so perform or comply with the CC&R's.

    12. COMPLIANCE WITH THE LAW: Tenant shall not use the Premises or permit 
anything to be done in or about the Premises which will in any way conflict 
with any law, statute, zoning restriction, ordinance or governmental law or 
rule, regulation, or requirement of any duly constituted public authorities 
now in force or which may hereafter be enacted or promulgated or subject 
Landlord to any liability for injury to any person or property by reason of 
any business operation being conducted in or about the Premises.  Tenant 
shall not store any hazardous materials on the Premises without the prior 
written approval of Landlord and shall not cause any hazardous materials to 
be placed in the sewage or any other drainage system in the Park.  Tenant 
shall, at its sole cost and expense, promptly comply with all laws, statutes, 
ordinances, and governmental rules, regulations, or requirements of any board 
or fire insurance underwriters or other similar bodies, now or hereafter 
constituted, relating to or affecting the condition, use, or occupancy of the 
Premises, excluding structural changes not related to or affected by Tenant's 
improvements or acts.  The judgment of any court of competent jurisdiction or 
the admission of Tenant in any action against Tenant, whether Landlord be a 
party thereto or not, that Tenant has violated any law, statute, ordinance, 
or governmental rule, regulation, or requirement, shall be conclusive of that 
fact as between Landlord and Tenant.

    13. ALTERATIONS AND ADDITIONS:

        a.  Tenant shall not make or suffer to be made any alterations, 
additions, or improvements to or of the Premises, or any part thereof 
("Alterations"), without first obtaining the written consent of Landlord.  
Any Alterations to or of said Premises, including, but not limited to, wall 
covering, paneling, and built-in cabinet work, but excepting movable 
furniture and trade fixtures, shall on the expiration of the term become a 
part of the realty and belong to Landlord, and shall be surrendered with the 
Premises.  Before such consent will be given Tenant shall submit detailed 
specifications, floor plans and necessary permits (if applicable) to Landlord 
for review.  In no event shall any Alterations affect the structure of the 
Building or its facade.  As a condition to its consent, Landlord may request 
adequate assurance that all contractors who will perform such work have in 
force workmen's compensation, and such other employee and public liability 
insurance as Landlord deems necessary to supplement the insurance coverage 
provided for in Paragraph 20 below, and where the Alterations are material, 
Landlord may require Tenant, or its 


                                        7
<PAGE>

contractors to post adequate completion and performance bonds.  In the event 
Landlord consents to the making of any alterations to the Premises by Tenant, 
the same shall be made by Tenant at Tenant's sole cost and expense, completed 
to the satisfaction of Landlord, and any contractor or person selected by 
Tenant to make the same must first be approved in writing by Landlord.

        b.  In the event Landlord is required to make modifications to the 
Budding as the result of any rules, regulations, or laws promulgated by any 
governmental entity after the Commencement Date, such compliance by Landlord 
and the making of such alterations shall in no event entitle Tenant to any 
damages, relieve Tenant of its obligations to pay Rent, or be construed as a 
constructive eviction of Tenant.

        c.  Tenant may make non-structural Alterations wholly within the 
Premises without the consent of Landlord if such Alterations shall cost less 
than $5,000; all non-structural Alterations costing in excess of $5,000 shall 
require the prior written consent of Landlord which consent shall not be 
unreasonably withheld; provided, however, that as a condition to the granting 
of Landlord's consent, Tenant shall pay to Landlord the unamortized cost of 
any tenant improvements installed and paid for (whether prior to or during 
the term of this Lease) by or on behalf of Landlord which Tenant proposes to 
remove by virtue of such Alterations.  Tenant will advise Landlord at least 
five (5) business days prior to its commencement of Alterations to permit 
Landlord to post an appropriate notice of non-responsibility.  Tenant will 
deliver to Landlord copies of as-built drawings upon completion of the 
Alterations.

        d.  Subject to Tenant's right to leave (with Landlord's permission) 
Tenant Improvements in the Premises, Tenant shall save, indemnify and hold 
Landlord harmless from any loss, cost or expense whatsoever with respect to 
any alterations authorized pursuant to Paragraph 14a below.  In addition, 
Tenant shall comply with the requirements of Landlord with respect to the 
time and manner of construction, the removal of debris and such other matters 
as Landlord shall reasonably require; whether or not Landlord shall be 
required to approve Alterations.

        e.  At the same time Tenant submits detailed specifications. floor 
plans and necessary permits to Landlord for review for the purpose of 
obtaining Landlord's consent to any proposed Alterations Tenant may request 
Landlord to indicate whether or not such proposed Alterations is to be 
removed from the Premises upon the expiration of the Term of this Lease and 
whether Tenant is to perform all restoration made necessary by the removal of 
any such Alterations.  In the event Tenant does not request Landlord to make 
such indication, or when Tenant does not obtain Landlord's prior consent to 
any Alterations pursuant to this Lease, Landlord shall have the right to 
require Tenant to remove any Alterations and to perform all restoration made 
necessary by such removal.  Tenant shall have the right to remove any 
Alterations installed at its sole expense if such removal does not cause 
structural damage to the Building and if Tenant repairs any other damage to 
the Building caused by the installation or removal of said Alterations.

        f.  Whether or not the Landlord has the right to approve in advance 
any Alterations, all such Alterations (i) shall be done in a good and 
workmanlike manner; (ii) shall be 


                                        8
<PAGE>

performed by contractors who or which shall be subject to Landlord's prior 
approval, which approval shall not be unreasonably withheld or unduly delayed 
and (iii) shall comply with all other terms, covenants and conditions of this 
Lease.

    14. REPAIRS AND MAINTENANCE:

        a.  Tenant acknowledges that the Premises is in good, sanitary order, 
condition and repair.  Tenant shall, at Tenant's sole cost and expense, 
maintain the Premises, and the areas adjacent thereto in good, clean and safe 
condition and repair.  Without limiting the generality of the foregoing, 
Tenant shall be solely responsible for maintaining and repairing all 
plumbing, heating, air conditioning, ventilation, electrical fighting, 
ceilings, flooring, windows, doors, plate glass, skylights, and interior 
walls.  Except as required for the maintenance and repair of the heating, 
ventilation and air conditioning systems, Tenant shall have no right of entry 
or access to the roof of the Building, and only qualified installation or 
repair personnel shall be permitted access to the roof for such purposes.  
Tenant shall obtain heating, ventilating, and air conditioning systems, 
preventative maintenance contracts with monthly service, which shall be 
subject to the reasonable approval of Landlord, paid for by Tenant and which 
shall provide for and include without limitation replacement of filters, 
oiling and lubricating of machinery, parts replacement adjustment of drive 
belts, oil changes, and other preventive maintenance; provided, however, that 
Tenant shall have the benefit of all warranties available to Landlord 
regarding the equipment in said systems.  Landlord reserves the alternative 
right to procure and maintain heating, ventilating, and air conditioning 
systems, maintenance contracts and if Landlord so elects, Tenant shall 
reimburse Landlord, upon demand, for the cost thereof.  Tenant waives the 
provisions of Sections 1941 and 1942 of the California Civil Code, and any 
similar or successor law regarding Tenant's right to make repairs and deduct 
the expenses of such repairs from the Rent due under this Lease.

        b.  Landlord shall be responsible for all structural repairs to the 
Building and shall maintain the roof, sidewalks, and foundations of the 
Building in good, clean and safe condition and repair.  Landlord shall be 
entitled to approve the sealing of any roof penetrations caused by any 
Alterations, which approval shall not be unreasonably withheld.  Landlord 
shall also maintain all landscaping, driveways, parking lots, fences, signs, 
sidewalks and other exterior Common Areas of the Park.

        c.  Tenant's obligation to repair shall not extend to (i) damage 
caused in whole or in part by the sole active negligence or willful 
misconduct of Landlord or Landlord's agents, employees, invitees or 
licensees, but only to the extent attributable to Tenant or such other 
parties; (ii) except as provided in Paragraph 24 of the Lease, damage due to 
fire, earthquake, acts of God, the elements or other casualty; or (iii) 
damage caused by Landlord's failure to comply with the provisions of this 
Lease, including Landlord's repair obligations.

    15. WASTE: Tenant shall not use the Premises in any manner that will 
constitute waste, nuisance, or unreasonable annoyance to owners or occupants 
of adjacent properties or to other tenants of the Building.

    16. LIENS: Tenant shall keep the Premises and the property on which the 
Premises are situated free from any liens arising out of any work performed, 
materials furnished, or obligations 


                                       9
<PAGE>

incurred by Tenant.  Landlord may require, at its sole option, that Tenant 
shall provide to Landlord, at Tenant's sole cost and expense, labor and 
materials or a completion bond in an amount equal to one and one-quarter 
(1-1/4) times any and all estimated cost of any improvements, additions, or 
alterations to the Premises, to insure Landlord against any liability for 
mechanics' and materialmens' liens and to insure completion of work.  
Landlord may, at its election, and upon ten (10) days' notice to Tenant, 
remove any liens, in which case Tenant shall pay to Landlord the cost of 
removing the lien, including attorney's fees.  Landlord shall have the right 
at all times to post on the Premises any notices permitted or required by law 
for the protection of Landlord, the Premises, or the Building from mechanics' 
and materialmens' liens.

    17. ASSIGNMENT AND SUBLETTING:

        a.  Tenant shall not, either voluntarily or by operation of law, 
assign, transfer, mortgage, pledge, hypothecate, or encumber this Lease or 
any interest therein, nor sublet the Premises or any part thereof, or any 
right or privilege appurtenant thereto, without the prior written consent of 
the Landlord, which consent shall not be unreasonably withheld.  Any 
attempted assignment, transfer, mortgage, encumbrance, or subletting without 
such consent shall be void and shall constitute a breach of this Lease 
without the need for notice to Tenant. Tenant shall give Landlord at least 
ninety (90) days' written notice of Tenant's desire to assign or sublet all 
or some portion of the Premises and the date on which Tenant wishes to make 
such assignment or sublease.  The withholding of Landlord's consent to any 
assignment or sublease shall be deemed to have been reasonable if

             (i)   the use to be made of the Premises by the proposed 
        assignee or subtenant (1) is not consistent with the character or 
        nature of all other tenancies in the Project or a use permitted 
        under this Lease; (2) conflicts with any so-called "exclusive use" 
        clause then given in favor of another tenant of the Project, or (3) 
        would be prohibited by any other provision in this Lease (including 
        but not limited to any Rules and Regulations then in effect; or
        
             (ii)  the character, business history, moral stability, 
        reputation or financial soundness and responsibility of the 
        proposed assignee or subtenant are not reasonably satisfactory to 
        Landlord; or

             (iii) the proposed assignee or subtenant is a then-existing or 
        prospective tenant of the Project; or

             (iv) Landlord withholds its consent pursuant to any other 
        provision of this Lease.

        (b) If Landlord's consent to the assignment or subletting cannot 
reasonably be withheld, Landlord shall then have a period of thirty (30) days 
following receipt of such notice within which to notify Tenant in writing 
that Landlord elects either (i) to terminate this Lease as to that portion of 
the Premises so affected as of the date so specified by Tenant, in which 
event Tenant will be relieved of all further obligations hereunder as to such 
portions of the Premises, or (ii) to permit Tenant to make such assignment or 
sublease subject to the following:


                                       10
<PAGE>

             (1) Any such assignment, sublease or the like must be pursuant to 
        a written agreement in a form acceptable to Landlord and must provide 
        that such assignee, subtenant, or other transferee agrees to be bound 
        by all the terms and conditions of this Lease.  No sublease or 
        assignment by Tenant shall relieve Tenant of any liability hereunder.  
        Any sublease must provide that Tenant (Sublessor) has the right to 
        reenter the Premises upon termination of such sublease.  No subtenant 
        shall further assign or sublet all or any part of the Premises without 
        Landlord's prior written consent.
        
             (2) It is the intent of both Landlord and Tenant that the purpose 
        of any assignment or sublease is to aid Tenant in meeting its 
        obligations under this Lease and not to allow Tenant to gain 
        financially from any such assignment or sublease.  To this end it is 
        agreed that fifty percent (50%) of any sums or other economic 
        consideration received by Tenant as a result of any such assignment or 
        sublease, whether denominated as rent under the assignment or sublease 
        or otherwise (less (i) any rent or other payments received which are 
        attributable to the cost of leasehold improvements made to the Premises 
        or the portion thereof to be occupied by the assignee or subtenant for 
        such assignee or subtenant amortized over the term of the assignment or 
        sublease and paid for by Tenant and (ii) any legal fees and leasing 
        commissions, if any, paid by Tenant amortized over the term of the 
        assignment or sublease) which exceed in the aggregate the monthly 
        payments of rent which Tenant is obligated to pay Landlord under this 
        Lease (prorated if appropriate, to reflect obligations allocable to that
        portion of the Premises subject to any such sublease), shall be payable 
        to Landlord as Rent under this Lease without affecting or limiting any 
        other obligations of Tenant hereunder.
        
             (3) Tenant immediately and irrevocably assigns to Landlord, as 
        security for Tenant's obligations under this lease, all Rent from any 
        subletting of all or a part of the Premises as permitted by this Lease, 
        and Landlord, as assignee and attorney-in-fact for Tenant, or a 
        receiver for Tenant appointed on Landlord's application, may collect 
        such Rent and apply it toward Tenant's obligations under this Lease, 
        except that until the occurrence of an act of default by Tenant, Tenant 
        shall have the right to collect such Rent.  Tenant shall be entitled to 
        collect all rents from a permitted assignee or subtenant unless and 
        until there occurs an event of default pursuant to Paragraph 26 of the 
        Lease, and to promptly remit to Landlord the amount due under Paragraph 
        17b.(2). After the occurrence and during the continuance of a default by
        Tenant, Landlord shall have the right to collect all rents from any 
        subtenant or assignee and the rents which would otherwise be payable to 
        Tenant may be used by Landlord to offset any of Tenant's obligations 
        under the Lease.  Landlord and Tenant agree that neither the share of 
        excess rents, if any, required to be paid pursuant to Paragraph 17b.(2) 
        nor the incurrence of costs of assigning or subleasing for which Tenant 
        does not receive reimbursement from rentals received by Tenant shall 
        reduce or offset Tenant's obligations to pay Basic Rent under the 
        Lease. Landlord and Tenant agree that neither the share of excess rents,
        if any, required to be paid pursuant to Paragraph 17b.(2) nor the 
        incurrence of 


                                       11
<PAGE>

        costs of assigning or subleasing for which Tenant does not receive 
        reimbursement from rentals received by Tenant shall reduce or 
        offset Tenant's obligations to pay Basic Rent under the Lease

        c.  Landlord shall only have the right to terminate the Lease as 
provided in clause (i) of Paragraph 17b., as to that portion of the Premises 
affected by a proposed assignment or sublease if the term of such proposed 
assignment or sublease is twelve (12) months or longer, or if Tenant shall 
elect to assign or sublet more than twenty percent (20%) of the Premises at 
any one time. 

        Notwithstanding the provision of the immediately preceding sentence, 
Landlord may not terminate the Lease as provided in clause (i) of Paragraph 
17b., if a proposed sublease:

             (i)   is to commence in the second lease year;

             (ii)  is for less than twenty-four (24) months;

             (iii) is for no more than thirty-three percent (33%) of the 
        Premises; and

             (iv)  is otherwise in accordance with the provisions of this 
        Lease.

        d.  Any sale or transfer, including transfer by consolidation, merger 
or reorganization of the majority of the voting stock of Tenant if Tenant is 
a corporation or any sale or other transfer of a majority of the partnership 
interests in Tenant if Tenant is a partnership, shall not be an assignment 
for purposes of this Paragraph 17, provided the surviving entity (i) has a 
financial net worth at least equal to or greater than that of Tenant 
immediately prior to such sale or transfer and (ii) expressly agrees to be 
(or reaffirms its obligation to be) bound by all of the terms and conditions 
of this Lease.  In the event these two conditions are not absolutely and 
unconditionally satisfied, any such sale or transfer shall be an assignment 
for the purposes of this Paragraph 17.

    18. INDEMNITY:

        a.  Tenant shall indemnify and hold Landlord harmless against and 
from all claim arising from Tenant's use of the Premises for the conduct of 
Tenant's business or from any activity, work, or other thing done, permitted 
or suffered by Tenant in or about the Building and shall further indemnify 
and hold Landlord harmless against and from any and all claims directly 
arising from any breach or default in the performance of any obligation on 
Tenant's part to be performed under the terms of this Lease, or arising from 
any act or negligence of the Tenant or any officer, agent, employee, guest, 
or invitee of Tenant, and from all and against all costs, attorneys' fees, 
expenses and liabilities incurred in or about such claim or any action or 
proceeding brought thereon, and, in any case, action, or proceeding brought 
against Landlord by reason of any such claim.  Tenant upon notice from 
Landlord shall defend the same at Tenant's expense by counsel reasonably 
satisfactory to Landlord or Landlord may, at its election, defend the same in 
which case Tenant shall reimburse Landlord for all costs incurred, including 
attorneys' fees.  Tenant as a material part of the consideration to Landlord 
hereby assumes all risk or damage to property or 


                                       12
<PAGE>

injury to persons in, upon or about the Premises, except that Tenant shall 
not assume any risk for damage to Tenant resulting from the sole active 
negligence of Landlord or its authorized representatives.

        b.  Nothing contained in Paragraph 18a. shall be deemed (i) to 
obligate Tenant to indemnify and hold Landlord harmless from damage, loss or 
injury arising from the sole active negligence or willful misconduct of 
Landlord, Landlord's officers, employees, agents, servants and contractors or 
from Landlord's failure to perform its obligations under this Lease or (ii) 
to be a waiver by Tenant of any claims or causes of action it may have 
against Landlord, Landlord's officers, employees, agents, servants or 
contractors for damage or injury caused by the sole active negligence or 
willful misconduct of Landlord, its agents, servants or employees.  Tenant's 
obligation to indemnify Landlord and save Landlord harmless hereunder shall 
not apply to the extent that insurance carried by Landlord covers such loss 
and the proceeds thereof are actually received by Landlord.

    19. DAMAGE TO PREMISES OR BUILDING: All injury to the Premises or the 
Building caused by moving the property of Tenant or its employees, agents, 
guests or invitees into, in or out of the Building and all breakage done by 
Tenant or the agents, servants, employees, and visitors of Tenant, as well as 
any damage to the Premises or the Building due to the negligence of Tenant or 
its agents, servants, employees and visitors shall be repaired as determined 
by the Landlord at the expense of Tenant.

    20. TENANT'S INSURANCE:

        a.  Tenant shall, at all times during the term of this Lease and at 
its sole cost and expense, maintain (i) Commercial General liability 
Insurance (including protective liability coverage on operations of 
independent contractors engaged in construction and also blanket contractual 
liability insurance) on an "occurrence" basis for the benefit of Tenant and 
Landlord as named insured against claims for "personal injury" liability 
including without limitation bodily injury, death, or property damage 
liability with a limit of not less than Three Million Dollars ($3,000,000) in 
the event of "personal injury" to any number of persons or of damages to 
property arising out of any one "occurrence"; such insurance may be furnished 
under a "primary" policy and an "umbrella" policy, provided that it is 
primary insurance and not excess over or contributory with any insurance in 
force for Landlord, and (ii) insurance against loss or damage by fire and 
such other risks and hazards as are insurable under present and future 
standard forms of fire and extended coverage insurance policies, to the 
personal property, furniture, furnishings and fixtures belonging to Landlord 
located in the Premises for not less than 100% of the actual replacement 
value thereof.  Such insurance shall provide for a waiver of the insurer's 
right of subrogation against Landlord.

        b.  Landlord shall procure at Tenant's expense: (i) Fire, Extended 
Coverage, and Vandalism and Malicious Mischief Insurance on the Building in 
an amount not less than the full replacement value thereof without Tenant 
being deemed a coinsurer under the terms of the applicable policy, and 
against such additional perils and for other amounts as may from time to time 
be required by Landlord without deduction for physical depreciation thereof, 
such insurance 


                                      13
<PAGE>

on the Premises shall contain the "Replacement Cost Endorsement"; (ii) in the 
event that such equipment is installed in the Premises, Boiler and Machinery 
Equipment Insurance in the amount of One Million Dollars ($1,000,000) or such 
greater amount as Landlord may at any time reasonably require, coveting 
boilers, pressure vessels, pressure piping, all major components of any 
central air conditioning or heating system, and such additional equipment as 
Landlord may at any time reasonably require; (iii) Business Interruption 
Insurance against loss of income by reason of any hazard covered under the 
insurance required under subsections a. and b. of this Paragraph 20 in an 
amount sufficient to avoid any coinsurance penalty, but in any event for not 
less than one year's gross Rent from the Premises; and (iv) such other 
insurance as may be reasonably required by Landlord from time to time in 
connection with the Building or tenant's activities in the Project including 
earthquake insurance, but only if earthquake insurance is customarily 
required to be obtained by institutional lenders on similar buildings in 
similar projects in the vicinity of the Project.

        c.  All insurance Tenant is obligated to obtain under this Paragraph 
20 shall (i) name Owner as an additional insured, (ii) be effected under 
policies issued by insurers which are rated A+7 or better by the latest issue 
of "Best Key Rating Guide", (iii) be in forms and for amounts approved by 
Landlord, and (iv) provide that Landlord shall receive thirty (30) days' 
written notice from the insurer prior to cancellation or change of coverage.  
Tenant shall deliver policies of such insurance or certificates thereof to 
Landlord on or before the Commencement Date, and thereafter at least thirty 
(30) days before the expiration dates of expiring policies; and, in the event 
Tenant shall fail to procure such insurance or to deliver such policies or 
certificates, Landlord may, at its option, procure same for the account of 
Tenant, and the cost thereof shall be paid to Landlord within ten (10) days 
after delivery to Tenant of bills therefore.  Nothing contained in this 
Paragraph 20 shall in any way limit the extent of Tenant's liability under 
any other provisions of this Lease.

        d.  As long as their respective insurers so permit, Landlord and 
Tenant hereby mutually waive their respective rights of recovery against each 
other from any loss insured by fire, extended coverage, and other property 
insurance policies existing for the benefit of the respective parties and to 
the extent of insurance proceeds collected.  Each party shall obtain any 
special endorsements, if required by their insurer to evidence compliance 
with the aforementioned waiver.  Provided, however, if Landlord's insurer 
charges an additional fee for such endorsement, said additional fee shall 
constitute an Operating Expense.

    21. AD VALOREM TAXES: Tenant shall pay, or cause to be paid, before 
delinquency, any and all taxes levied or assessed and which become payable 
during the term hereof upon all Tenant's leasehold improvements, equipment, 
furniture, fixtures, and personal property located in the Premises, except 
that which has been paid for by Landlord and is the standard of the Building. 
In the event any or all of the Tenant's leasehold improvements, equipment, 
furniture, fixtures, and personal property shall be assessed and taxed with 
the Building, Tenant shall pay to Landlord its share of such taxes within ten 
(10) days after delivery to Tenant by Landlord of a statement in writing 
setting forth the amount of such taxes applicable to Tenant's property.


                                       14

<PAGE>

    22. WAIVER:

        a.  No. delay or omission in the exercise of any right or remedy of 
Landlord on any default by Tenant shall impair such a right or remedy or be 
construed as a waiver.

        b.  The subsequent acceptance of Rent by Landlord after breach by 
Tenant of any covenant or term of this Lease shall not be deemed a waiver of 
such breach, other than a waiver of timely payment for the particular Rent 
payment involved, and shall not prevent Landlord from maintaining an unlawful 
detainer or other action based on such breach.

        c.  No act or conduct of Landlord, including without limitation the 
acceptance of the keys to the Premises, shall constitute an acceptance of the 
surrender of the Premises by Tenant before the expiration of the term.  Only 
a notice from Landlord to Tenant shall constitute acceptance of the surrender 
of the Premises and accomplish a termination of the Lease.

        d.  Landlord's consent to or approval of any act by Tenant requiring 
Landlord's consent or approval shall not be deemed to waive or render 
unnecessary Landlord's consent to or approval of any subsequent act by Tenant.

        e.  Any waiver by Landlord of any default must be in writing and 
shall not be a waiver of any other default concerning the same or any other 
provision of the Lease.

        f.  The review, approval, or inspection by Landlord of any item, to 
be reviewed, approved or inspected by Landlord under the terms of this Lease 
shall not constitute the assumption of any responsibility by Landlord for the 
accuracy or sufficiency of any such item or the quality or suitability of 
such item for its intended use.

    23. ENTRY BY LANDLORD:

        a.  Landlord reserves and shall at any and all reasonable times have 
the right to enter the Premises, inspect the same, supply any service to be 
provided by Landlord to Tenant hereunder, to submit the Premises to 
prospective purchasers or tenants, to post notices of non-responsibility, and 
to maintain and repair the Premises and any portion of the Building that 
Landlord may deem necessary or desirable, without abatement of rent, and may 
for that purpose erect scaffolding and other necessary structures where 
reasonably required by the character of the work to be performed, always 
providing that the entrance to the Premises shall not be blocked thereby and 
further providing that die business of the Tenant shall not be interfered 
with unreasonably.  Tenant hereby waives any claim for damages or for any 
injury or inconvenience to or interference with Tenant's business, any loss 
of occupancy or quiet enjoyment of the Premises, and any other loss 
occasioned thereby, except to the extent Landlord fails to use due care for 
Tenant's property with due consideration to the circumstances requiring the 
entry to the Premises.  IN NO EVENT SHALL LANDLORD EVER BE LIABLE TO TENANT 
FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, LANDLORD'S LIABILITY, IF ANY, BEING 
LIMITED TO TENANT'S ACTUAL DAMAGES AND OTHER TERMS OF THIS LEASE.  For each 
of the aforesaid purposes, Landlord shall at all times have and retain a key 
with which to unlock all of the doors in, upon and about the Premises, 
excluding Tenant's vaults, safes 


                                       15

<PAGE>

and files, and Landlord shall have the right to use any and all means which 
Landlord may deem proper to open said doors in an emergency, in order to 
obtain entry to the Premises without liability to Landlord.  Any entry to the 
Premises obtained by Landlord by any of said means or otherwise shall not 
under any circumstances be construed or be deemed to be a forcible or 
unlawful entry into, or a detainer of the Premises, or an eviction of Tenant 
from the Premises or any portion thereof.

        b.  Landlord shall be (i) required to give at least 24 hours notice 
prior to entry of the Premises, except in the event of an emergency as 
perceived by Landlord or its employees or agents;. (ii) accompanied at all 
times by an employee of Tenant, except in the event of an emergency; (iii) 
required security regulations to comply with Tenant's reasonable, except in 
the event of an emergency, or in the event of Tenant's default under this 
Lease; and (iv) prohibited from showing the premises to prospective tenants 
except during the Last one hundred eighty (180) days of the Lease Term.

        c.  Under no circumstances shall Landlord ever be liable to Tenant 
for the acts of any public agencies or bodies (such as police or fire 
department officials or employees) entering the Premises.

    24. CASUALTY DAMAGE:

        a.  If the Premises or any part thereof shall be damaged by fire or 
other casualty, Tenant shall give prompt written notice thereof to Landlord.  
In case the Building shall be so damaged by fire or other casualty that 
substantial alteration or reconstruction of the Building shall, in Landlord's 
reasonable opinion, be required, and such alterations or reconstructions 
cannot be completed within one hundred twenty (120) days from the date of the 
casualty (whether or not the Premises shall have been damaged by such fire or 
other casualty), or in the event any mortgagee under a mortgage or deed of 
trust covering the Building should require that the insurance proceeds 
payable as a result of said fire or other casualty be used to retire the 
mortgage debt, Landlord may, at its option, terminate this Lease and the term 
and estate hereby granted by notifying Tenant in writing of such termination 
within sixty (60) days after the date of such casualty, in which event the 
Rent shall be abated as of the date of such damage.  If (i) the damage does 
not require substantial alteration or reconstruction; (ii) such alterations 
or reconstruction can be completed within one hundred twenty (120) days from 
the date of the casualty; or (iii) Landlord does not thus elect to terminate 
this Lease, then Landlord shall within ninety (90) days after the date of 
such damage commence to repair and restore the Building and shall proceed 
with reasonable diligence to restore the Building (except that Landlord shall 
not be responsible for delays outside its control) to substantially the same 
condition in which it was immediately prior to the happening of the casualty, 
except that Landlord shall not be required to rebuild, repair or replace any 
part of Tenant's furniture and furnishings or fixtures and equipment 
removable by Tenant under the provisions of this Lease, but such work shall 
not exceed the scope of the work done by Landlord in originally constructing 
the Building, nor shall Landlord in any event be required to spend for such 
work an amount in excess of the insurance proceeds actually received by 
Landlord as a result of the fire or other casualty, Landlord shall not be 
liable for any inconvenience or annoyance to Tenant, or injury to the 
business of Tenant, resulting in any way 


                                       16
<PAGE>

from such damage or the repair thereof, except that, subject to the 
provisions of the next sentence, Landlord shall allow Tenant a diminution of 
Rent (on a square footage basis during the time and to the extent the 
Premises are unfit for occupancy. If the Premises or any other portion of the 
Building are damaged by fire or other casualty resulting from the fault or 
negligence of Tenant or any of Tenant's agents, employees, or invitees, the 
Rent shall not be diminished during the repair of such damage and Tenant 
shall be liable to Landlord for the cost and expense of the repair and 
restoration of the Building caused thereby to the extent such cost and 
expense is not covered by insurance proceeds.  Any insurance which may be 
carried by Landlord or Tenant against loss or damage to the Building or to 
the Premises shall be for the sole benefit of the party carrying such 
insurance and under its sole control.

        b.  Tenant shall not be entitled to any compensation or damages from 
Landlord for loss of the use of the whole or any part of the Premises, the 
Building, Tenant's personal property, or any inconvenience or annoyance 
occasioned by such damage, repair, reconstruction or restoration.  And if 
such fire or other casualty results from acts, omissions, or neglect of 
tenant or its agents, employees, invitees, or visitors, there shall be no 
abatement of rent as otherwise provided herein.

        c.  Tenant hereby specifically waives any and all rights it may have 
under any law, statute, ordinance or regulation to terminate the Lease by 
reason of casualty or damage to the Premises or Building, and the parties 
hereto specifically agree that the Lease shall not automatically terminate by 
law upon destruction of the Premises.  Except as otherwise provided in this 
Paragraph 24, Tenant hereby waives the provisions of Section 1932(2), 
1933(4), 1941 and 1942 of the California Civil Code.

        d.  If the Premises are damaged or destroyed and (i) cannot be 
rebuilt for Tenant's occupancy within one hundred twenty (120) days from the 
date of casualty as determined by Landlord's architect, or (ii) if there is 
less than two (2) years remaining on the lease term as of the date of the 
casualty, Tenant may at its option terminate this lease by written notice to 
Landlord of such termination.  If Tenant's termination is pursuant to clause 
(i) above, such notice shall be given within ten (10) days from the date of 
Landlord's architect's determination.  If Tenant's termination is pursuant to 
clause (ii), such notice shall be given within ten (10) days of casualty.  
Time is of the essence with respect to Tenant's notice of termination.

    25. CONDEMNATION:

        a.  If the whole or, on the sole opinion of Landlord, substantially 
the whole of the Premises should be condemned, or if any mortgagee under any 
deed of trust or mortgage covering the Building shall determine to apply 
condemnation proceeds to retire mortgage debt, then Landlord shall have the 
right to terminate this Lease as of the date when physical possession of the 
Building or the Premises is taken by the condemning authority.

        b.  If less than the whole or, in the sole opinion of Landlord less 
than substantially the whole of the Building or the Premises is thus taken or 
sold, Landlord (whether or not the Premises are affected thereby) may 
terminate this Lease by giving written notice thereof to Tenant within sixty 
(60) days after the right of election accrues, in which event this Lease 
shall 


                                       17
<PAGE>

terminate as of the date when physical possession of such portion of the 
Building or Premises is taken by the condemning authority.  If upon any such 
condemnation of less than the whole or less than substantially the whole of 
the Building or the Premises, and this Lease shall not be thus terminated, 
the Rent payable hereunder shall be diminished by an amount representing that 
part of the Rent as shall properly be allocable to the portion of the 
Premises which was so condemned and Landlord shall, at Landlord's sole 
expense, restore and reconstruct the Building and the Premises to 
substantially their former condition to the extent that the same, in 
Landlord's judgment, may be feasible, but such work shall not exceed the 
scope of the work done in originally constructing the Building, nor shall 
Landlord in any event be required to spend for such work an amount in excess 
of the amount received by Landlord as compensation awarded upon a taking of 
any part or all of the Building or the Premises.

        c.  In the event more than fifty percent (50%) of the Premises should 
be condemned or taken, Tenant may elect at any time with in thirty (30) days 
of the date of such condemnation or taking to cancel this Lease upon written 
notice to Landlord. and thereupon this Lease shall terminate upon the date 
specified in said notice, which date shall be no earlier than the date of the 
actual taking. Except as specifically provided in the previous sentence, 
Tenant hereby specifically waives any and all rights it may have under any 
law, statute, ordinance or regulation to terminate this Lease upon partial 
condemnation of the Premises or Building, and the parties hereto specifically 
agree that this Lease shall not automatically terminate upon condemnation.

        d.  Subject to the rights of any mortgagee under a mortgage or deed 
of trust covering the Building, Landlord shall be entitled to and shall 
receive the total amount of any award made with respect to condemnation of 
the Premises or Building, regardless of whether the award is based on a 
single award or a separate award as between the respective parties, and to 
the extent that any such award or awards shall be made to Tenant or to any 
person claiming through or under Tenant, Tenant hereby irrevocably assigns to 
Landlord all of its rights, tide and interest in and to any such awards.  No 
portion of any such award or awards shall be allocated to or paid to Tenant 
for any so called bonus or excess value of this Lease by reason of the 
relationship between the rental payable under this Lease and what may at the 
time be a fair market rental for the Premises, nor for Tenant's unamortized 
costs of leasehold improvements. The foregoing notwithstanding, and if Tenant 
be not in default for any reason, Landlord shall turn over to Tenant, 
promptly after receipt thereof by Landlord, that portion of any such award 
received by Landlord hereunder which is attributable to Tenant's fixtures and 
equipment which are condemned as part of the property taken but which Tenant 
would otherwise be entitled to remove, and the appraisal of the condemning 
authority with respect to the amount of any such award allocable to such 
items shall be conclusive.

        e.  Landlord may, without any obligation or liability to Tenant and 
without affecting the validity and existence of this Lease other than as 
hereafter expressly provided, agree to sell and/or convey to the condemnor, 
without first requiring that any action or proceeding be instituted, or if 
such action or proceeding shall have been instituted, without first requiring 
any trial or hearing thereof (and Landlord is expressly empowered to 
stipulate to judgment therein), the Premises or portion hereof, sought by the 
condemnor free from this Lease and the rights of Tenant hereunder.


                                       18
<PAGE>

        f.  If all or any portion of the Premises is condemned or otherwise 
taken for a limited period of time, this Lease shall remain in full force and 
effect and Tenant shall continue to perform all terms and covenants of this 
Lease, provided, however, Rent shall abate during such limited period in 
proportion to the portion of the Premises that is rendered unusable as a 
result of such condemnation or other taking.

        g.  The words "condemnation" or "condemned" as used herein shall mean 
the taking for any public or quasi-public use under any governmental law, 
ordinance, or regulation, or the exercise of, or the intent to exercise, the 
power of eminent domain, expressed in writing, as well as the filing of any 
action or proceeding for such purpose, by any person, entity, body, agency, 
or authority having the right or power of eminent domain, and shall include a 
voluntary sale by Landlord to any such person, entity, body, agency, or 
authority, either under threat of condemnation expressed in writing or while 
condemnation proceedings are pending, and shall occur in point of time upon 
the actual physical taking of possession pursuant to the exercise of said 
power of eminent domain.

    26. TENANT'S DEFAULT: The occurrence of any one or more of the following 
events shall constitute a default and breach of this Lease by Tenant:

        a.  The abandonment of the Premises by Tenant or the vacation of the 
Premises by Tenant in breach of the provisions of Paragraph 41 of this Lease.

        b.  The failure by Tenant to make any payment of Rent or any other 
payment required to be made by Tenant hereunder as and when due, where such 
failure shall continue for a period of five (5) days after Tenant receives 
written notice of such failure, which five (5) days' notice shall be in lieu 
of three (3) days' notice provided for in Section 1161 of the California Code 
of Civil Procedure.

        c.  Tenant's failure to observe or perform any of the covenants, 
conditions, or provisions of this Lease to be observed or performed by 
Tenant, other than as described in subparagraph b. above, where such failure 
shall continue for a period of ten (10) days after written notice thereof by 
Landlord to Tenant (which notice shall be in lieu of the three days' notice 
provided for in Section 1161 of the California Code of Civil Procedure); 
provided, however, that if the nature of Tenant's default is such that more 
than ten (10) days are reasonably required for its cure, then Tenant shall 
not be deemed to be in default if Tenant commences such cure within said ten 
(10) day period and thereafter diligently prosecutes such cure to completion 
but in no event later than sixty (60) days after such written notice.

        d.  The making by Tenant of any general assignment or general 
arrangement for the benefit of creditors, or the appointment of a trustee or 
a receiver to take possession of substantially all of Tenant's assets located 
at the Premises or of Tenant's interest in this Lease, where possession is 
not restored to Tenant within thirty (30) days, or the attachment, execution, 
or other judicial seizure of substantially all of Tenant's assets located at 
the Premises or of Tenant's interest in this Lease, where such seizure is not 
discharged in thirty (30) days.


                                       19
<PAGE>

        e.  The filing of any voluntary petition in bankruptcy by Tenant, or 
the filing of any involuntary petition by Tenant's creditors, which 
involuntary petition remains undischarged for a period of thirty (30) days.  
In the event that under applicable law the trustee in bankruptcy or Tenant 
has the right to affirm this Lease and perform the obligations of Tenant 
hereunder, such trustee or Tenant shall, in such time period as may be 
permitted by the bankruptcy court having jurisdiction, cure all defaults of 
Tenant hereunder outstanding as of the date of the affirmance of this Lease, 
and provide to Landlord such adequate assurances as may be necessary to 
ensure Landlord of the continued performance of Tenant's obligation under 
this Lease.

        f.  The occurrence of any event which constitutes a default and 
breach under the 170 Rose Orchard Way Restated Lease, the 130 Rose Orchard 
Way Restated Lease or in the 110 Rose Orchard Way Restated Lease.

    27. REMEDIES FOR TENANT'S DEFAULT: In the event of Tenant's default, 
Landlord may:

        a.  Terminate Tenant's right to possession of the Premises by any 
lawful means, in which case this Lease shall terminate and Tenant shall 
immediately surrender possession of the Premises to Landlord.  In such event, 
Landlord shall be entitled to recover from Tenant:

             (i)   the worth at the time of the award of any unpaid rent which 
        had been earned at the time of such termination; plus

             (ii)  the worth at the time of the award of the amount by 
        which the unpaid Rent which would have been earned after 
        termination until the time of award exceeds the amount of such 
        rental loss which Tenant proves could have been reasonably avoided, 
        plus

             (iii) the worth at the time of the award of the amount by 
        which the unpaid Rent for the balance of the term after the time of 
        award exceeds the amount of such rental loss which Tenant proves 
        could be reasonably avoided, plus

             (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 therefrom (including, without 
        limitation, the cost of recovering possession of the Premises, 
        expenses of reletting including necessary renovation and alteration 
        of the Premises, reasonable attorney's fees, and real estate 
        commissions actually paid and that portion of the leasing 
        commission paid by Landlord and applicable to the unexpired portion 
        of this Lease), plus

             (v)   such other amounts in addition to or in lieu of the 
        foregoing as may be permitted from time to time by applicable 
        California law. 


                                       20
<PAGE>

As used in subsections (i) and (ii) above, the "worth at the time of award" 
shall be computed by allowing interest at the greater of ten percent (10%) 
per annum, or five percent (5%) per annum plus the rate prevailing on the 
twenty-fifth (25th) day of the month preceding the earlier of:

                  (1) the date on which it is deemed a contract to make a loan 
             or forbearance herein was executed; or

                  (2) the date of making the loan or forbearance as established 
             by the Federal Reserve Bank of San Francisco, on advances to 
             member banks under SS 13 and 13a of the Federal Reserve Act. 

As used in subsection (iii) above, the "worth at the time of award" shall be 
computed by discounting such amount at the discount rate of the Federal 
Reserve Bank of San Francisco at the time of award plus one percent (1%).  In 
the event Tenant shall have abandoned the Premises, Landlord shall have the 
option of taking possession of the Premises and recovering from Tenant the 
amount specified in this subparagraph, or proceeding under the provisions of 
subparagraph b. below.

        b.  Landlord can continue this Lease in full force and effect, and 
the Lease will continue in effect, as long as Landlord does not terminate 
Tenant's right to possession, and Landlord shall have the right to collect 
rent when due. During the period Tenant is in default, Landlord can enter the 
Premises and relet them, or any part of them, to third parties for Tenant's 
account.  Tenant shall be liable immediately to Landlord for all costs 
Landlord incurs in reletting the Premises, including, without limitation, 
brokers' commissions, expenses of remodeling the Premises required by the 
reletting, and like costs. Reletting can be for a period shorter or longer 
than the remaining term of this Lease.  Tenant shall pay to Landlord the rent 
due under this Lease on the dates the rent is due, less the rent Landlord 
receives from any reletting.  No act by Landlord allowed by this paragraph 
shall terminate this Lease unless Landlord notifies Tenant the Landlord 
elects to terminate this Lease.  After Tenant's default and for as long as 
Landlord does not terminate Tenant's right to possession of the Premises if 
Tenant obtains Landlord's consent, Tenant shall have the right to sublet its 
interest in this Lease, but Tenant shall not be released from liability.  
Landlord's consent to a proposed assignment or subletting shall not be 
unreasonably withheld.

        c.  The foregoing remedies are not exclusive; they are cumulative in 
addition to any remedies now or later allowed by law, to any equitable 
remedies Landlord may have, and to any remedies Landlord may have under 
bankruptcy laws or laws affecting creditors' rights generally.

    28. SURRENDER OF PREMISES: On expiration of this Lease or within five (5) 
days after the earlier termination of the term, Tenant shall surrender to 
Landlord the Premises in good condition (except for ordinary wear and tear 
occurring after the last necessary maintenance made by Tenant and destruction 
to the Premises covered by paragraph 24).  Tenant shall remove all its 
personal property within the above-stated time.  Tenant shall perform all 
restoration made necessary by the removal of any Alterations or Tenant's 
personal property within the time periods stated in this paragraph.


                                       21
<PAGE>

        Landlord can elect to retain or dispose of in any manner any 
Alterations or any of Tenant's personal property that Tenant does not remove 
from the Premises on expiration or termination of the term as allowed or 
required by this Lease by giving at least ten (10) days' notice to Tenant.  
Title to any such Alterations or any of Tenant's personal property that 
Landlord elects to retain or dispose of on expiration of the ten (10) day 
period shall vest in Landlord.  Tenant waives all claims against Landlord for 
any damage to Tenant resulting from Landlord's retention or disposition of 
any such Alterations or of any of Tenant's personal property.  Tenant shall 
be liable to Landlord for Landlord's costs for storing, removing, and 
disposing of any alterations or any of Tenant's personal property.

        If Tenant fails to surrender the Premises to Landlord on expiration 
or five (5) days after termination of the term as required by this paragraph, 
Tenant shall hold Landlord harmless from all damages resulting from Tenant's 
failure to surrender the Premises, including, without limitation, claims made 
by a succeeding tenant resulting from Tenant's failure to surrender the 
Premises.

    29. DEFAULT BY LANDLORD:

        a.  Landlord shall not be deemed to be in default in the performance 
of any obligation required to be performed by it hereunder unless and until 
it has failed to perform such obligations within thirty (30) days after 
written notice by Tenant to Landlord specifying wherein Landlord has failed 
to perform such obligation, 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 prosecute the same to completion.  In no event shall 
Landlord be liable to Tenant for loss of profits, business interruption, or 
consequential damages if Landlord performs its obligations within the time 
periods specified in this paragraph.

        b.  Tenant agrees to give any mortgage and/or trust deed holders, by 
Certified Mail, a copy of any notice of default served upon the Landlord, 
provided that prior to such notice Tenant has been notified in writing (by 
way of any notice of assignment of rents and leases, or otherwise) of the 
address of such mortgage and/or trust deed holder.  Tenant further agrees 
that if Landlord shall have failed to cure such default within the time 
provided for in this Lease, then the mortgagees and/or trust deed holders 
shall have any additional thirty (30) days within which to cure such default, 
or if such defau lt cannot be cured within that time, then such additional 
time as may be necessary if within such thirty (30) days mortgagee and/or 
trust deed holder has commenced and is diligently pursuing the remedies 
necessary to cure such default (including, but not limited to, commencement 
of foreclosure proceedings, if necessary to effect such cure), in which event 
this Lease shall not be terminated while remedies are being so diligently 
pursued.

    30. PARKING: Tenant shall have the use of the undesignated parking spaces 
set forth above in the Basic Lease Information on the cover page.  Landlord 
shall use all reasonable efforts to insure that such space is available for 
Tenant's use, but shall not be required to tow parked cars, provide sanctions 
against improper parking, or otherwise take steps to free occupied parking 


                                       22
<PAGE>

spaces for Tenant's use.  Tenant shall not use any parking spaces for truck 
parking or loading except for spaces specifically designated for such use by 
Landlord.

    31. ESTOPPEL CERTIFICATE: Tenant shall at any time and from time to time 
upon not less than ten (10) days' prior written notice from Landlord execute, 
acknowledge, and deliver to Landlord a statement in writing (a) certifying 
that this Lease is unmodified and in full force and effect (or, if modified, 
stating the nature of such modification and certifying that this Lease as 
modified is in full force and effect) and the date to which the Rent and 
other charges are paid in advance, if any; (b) certifying that the Premises 
have been accepted by Tenant; (c) confirming the Commencement Date and the 
expiration date of the Lease; and (d) acknowledging that there are not, to 
Tenant's knowledge, any uncured defaults on the part of the Landlord 
hereunder, or specifying such defaults, if any are claimed.  Any such 
statement may be relied upon by a prospective purchaser or encumbrancer of 
all or any portion of the real property of which the Premises are a part.  
Provided Tenant is not in default or breach of any term covenant or condition 
of this Lease and upon not less than ten (10) days prior written notice from 
Tenant, Landlord shall execute and deliver to any prospective lender or 
purchaser of Tenant a similar statement.

    32. SALE OF PREMISES: In the event of any sale of the Building, and upon 
its transferee's assumption of Landlord's obligations hereunder Landlord 
shall be and hereby is entirely freed and relieved of all liability under any 
and all of its covenants and obligations contained in or derived from this 
Lease and the transferee, at such sale or any subsequent sale of the Premises 
shall be deemed, without any further agreement between the parties of their 
successor in interest or between the parties and any such transferee, to have 
assumed and agreed to carry out any and all of the covenants and obligations 
of Landlord under this Lease.

    33. SUBORDINATION, ATTORNMENT:

        a.  This Lease is and shall be subordinate to any encumbrance now of 
record or recorded after the date of this Lease affecting the Building, other 
improvements, and land of which the Premises are a part.  Such subordination 
is effective without any further act of Tenant.  If any mortgagee, trustee, 
or ground landlord shall elect to have this Lease and any options granted 
hereby prior to the lien of its mortgage, deed of trust, or ground lease, and 
shall give written notice thereof to Tenant, this Lease and such options 
shall be deemed prior to such mortgage, deed of trust, or ground lease, 
whether this Lease or such options are deeded prior or subsequent to the date 
of said mortgage, deed of trust, or ground lease, or the date of recording 
thereof.

        b.  In the event any proceedings are brought for foreclosure, or in 
the event of a sale or exchange of the real property on which the Building is 
located, or in the event of the exercise of the power of sale under any 
mortgage or deed of trust made by Landlord covering the Premises, at 
Purchaser's election Tenant shall attorn to the purchaser upon any such 
foreclosure or sale and recognize such purchaser as the Landlord under this 
Lease.

        c.  Tenant agrees to execute any documents required to effectuate an 
attornment or to make this Lease or any option granted herein prior to the 
lien of any mortgage, deed of trust, or ground lease, as the case may be.  If 
Tenant fails to execute and deliver any such 


                                       23
<PAGE>

documents or instruments, Tenant irrevocably constitutes and appoints 
Landlord as Tenant's special attorney-in-fact to execute and deliver any such 
documents or instruments.

    34. AUTHORITY OF PARTIES:

        a.  Tenant's Authority: If Tenant is a corporation, each individual 
executing this Lease on behalf of said corporation represents and warrants 
that he is duly authorized to execute and deliver this Lease an behalf of 
said corporation, in accordance with a duly adopted resolution of the board 
of directors of said corporation or in accordance with the bylaws of said 
corporation, and that this Lease is binding upon said corporation in 
accordance with its terms.  If Tenant is a partnership, each individual 
executing this Lease on behalf of said partnership represents and warrants 
that he is duly authorized to execute and deliver this Lease on behalf of 
said partnership under the terms of the partnership agreement of said 
partnership.

        b.  Landlord's Authority:  The individual executing this Lease on 
behalf of Landlord, represents and warrants that it is duly authorized to 
execute and deliver this Lease on behalf of Landlord, and that this Lease is 
binding upon Landlord in accordance with its term.

    35. BROKERS: Landlord and Tenant each warrants that it has had no 
dealings with any real estate broker or agents in connection with the 
negotiation of this Lease except for the broker or brokers fisted in the 
Basic Lease Information on page 2 of this Lease, and it knows of no other 
real estate broker or agent who is entitled to a commission in connection 
with the Lease.  Landlord agrees to pay any commission it is obligated to pay 
pursuant to a written brokerage agreement by and between Landlord and 
Landlord's Broker in connection with this Lease.  Tenant agrees to indemnify 
and defend Landlord and hold Landlord harmless from any claims for brokerage 
commissions arising out of any discussion allegedly had by Tenant with any 
broker including, but not limited to, Tenant's Broker.

    36. HOLDING OVER:

        a.  If Tenant holds over after the Term with the express written 
consent of Landlord such tenancy shall be from month to month only and shall 
not be a renewal hereof, and Tenant shall pay as Rent to Landlord for the use 
and occupancy of the Premises for each month Tenant holds over an amount 
agreed to be one and one-half (1.5) times the Rent which is due on the last 
month of the Term, and Tenant shall also comply with all of the terms, 
covenants, conditions, provisions and agreements of this Lease for the time 
during which Tenant holds over.

        b.  If without the express written consent of Landlord, Tenants shall 
fail to vacate the Premises after the expiration of the Term or sooner 
termination or this Lease for any cause or after Tenants right to occupy the 
Premises ceases, thereafter, and notwithstanding anything to the contrary 
contained elsewhere in this Lease, Tenant shall pay as Rent to Landlord for 
the use and occupancy of the Premises for each month Tenant holds over an 
amount agreed to be one and one-half (1.5) times the Rent which is due on the 
last month of the Term, and Tenant shall also comply with all of the terms, 
covenants, conditions, provisions and agreements of this Lease for the time 
during which Tenant holds over.  If the Premises are not surrendered at the 
end of the Term or of a permitted hold over period, Tenant shall be 
additionally responsible to


                                       24
<PAGE>

Landlord for all damage (including but not limited to the loss of Rent) which 
Landlord shall suffer by reason thereof, and Tenant hereby indemnifies 
Landlord against All claims made by any succeeding Tenant against Landlord, 
resulting from delay by Landlord in delivering possession of the Premises to 
such succeeding Tenant.

        c.  Tenant's obligation to observe or perform all of the terms, 
covenants, conditions, provisions and agreements of this Paragraph shall 
survive termination of this Lease.

    37. RULES AND REGULATIONS: Tenant shall faithfully observe and comply 
with the reasonable rules and regulations that Landlord shall from time to 
time promulgate.  Landlord reserves the right from time to time to make all 
reasonable modifications to said rules.  The additions and modifications to 
those rules shall be binding upon Tenant upon delivery of a copy of them to 
Tenant. (A copy of the present rules and regulations is attached hereto as 
Exhibit E).  Landlord shall not be responsible to Tenant for the 
nonperformance of any said rules by any other tenants or occupants.

    38. GENERAL PROVISIONS:

        a.  PLATS AND RIDERS: Clauses, plats, addenda and riders, if any, 
signed by the Landlord and Tenant and endorsed on or affixed to this Lease 
are a part hereof.

        b.  JOINT OBLIGATION: If there be more th an one Tenant, the 
obligations hereunder imposed upon Tenant shall be joint and several.

        c.  MARGINAL HEADINGS: The marginal headings and titles to the 
paragraphs of this Lease are not a part of this Lease and shall have no 
effect upon the construction or interpretation of any part hereof

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

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

        f.  QUIET POSSESSION: Subject to the provisions of Paragraph 33 upon 
Tenant paying the Rent reserved hereunder, and observing and performing all 
of the covenants, conditions and provisions on Tenant's part to be observed 
and performed hereunder, Tenant shall have quiet possession of the Premises 
for the entire term hereof, subject to all the provisions of this Lease.

        g.  PRIOR AGREEMENTS: This Lease contains all of the agreements of 
the parties hereto with respect to any matter covered or mentioned in this 
Lease, and no prior agreements or understanding pertaining to any such 
matters shall be effective for any purpose.  No provision of this Lease may 
be amended or added to except by an agreement in writing signed by the 
parties hereto or their respective successors in interest.  This Lease shall 
not be effective or binding on any party until fully executed by both parties 
hereto.


                                       25
<PAGE>

        h.  INABILITY TO PERFORM:

             (i)  This lease and obligation of Tenant to pay Rent and a other 
        sums due hereunder to keep, observe and perform all of the other terms, 
        covenants, conditions, provisions and agreements of this Lease on the 
        part of Tenant to be kept, observed or performed shall in no way be 
        affected, impaired or excused because Landlord is unable to fulfill any 
        of its obligations under this Lease, or is delayed or curtailed in any 
        way from doing so, by reason of any cause beyond Landlord's reasonable 
        control, including, but not limited to, acts of God, strike or labor 
        troubles, fuel or energy shortages, governmental preemption or 
        curtailment in connection with a national emergency or in connection 
        with any rule, order, guideline or regulation of any department or 
        governmental agency or by reason of the conditions of supply and demand 
        which have been or are affected by a war or other emergency ("Force 
        Majeure").  Any such prevention, delay or curtailment shall be deemed 
        excused and Landlord shall not be subject to any liability resulting 
        therefrom.

             (ii) Notwithstanding the foregoing, in the event Landlord is 
        unable to fulfill any of its obligations under this Lease, or is 
        delayed or curtailed in any way front doing so, within the time 
        periods set forth herein, for more than one hundred eighty (180) 
        days by reason for Force Majeure, Tenant may terminate this Lease 
        by written notice to Landlord.

        i.  JURY TRIAL: The parties hereto shall and they hereby do, waive 
trial by jury in any action, proceeding, or counterclaim brought by either of 
the parties hereto against the other on any matters whatsoever arising out of 
or in any way 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.  In the event Landlord commences any proceedings for nonpayment of 
rent, Tenant will not interpose any counterclaim of whatever nature or 
description in any such proceedings except for compulsory counterclaims.  
This shall not, however, be construed as a waiver of the Tenant's right to 
assert such claim in any separate action or actions brought by the Tenant.

        j.  LANDLORD'S PERSONAL LIABILITY: The liability of Landlord to 
Tenant for any default by Landlord under the terms of this Lease shall be 
limited to the interest of Landlord and its present or future partners in the 
Building, and Tenant agrees to look solely to Landlord's or Landlord's 
present or future partners' interest in the Building for recovery of any 
judgment from Landlord, it being intended that Landlord shall not be 
personally liable for any judgment or deficiency.

        k.  SEPARABILITY: Any provisions of this Lease which shall prove to 
be invalid, void, and illegal shall in no way affect, impair, or invalidate 
any other provisions hereof, and such other provisions shall remain in full 
force and effect, unless Landlord in its sole discretion determines that the 
invalid or illegal provision affects a material benefit or obligation 
hereunder.

        1.  CHOICE OF LAW: This Lease shall be governed by the laws of the 
State in which the Premises are located.


                                       26
<PAGE>

        M.  SIGNS: Tenant shall not place any sign upon the Premises without 
Landlord's prior written consent.  Landlord's consent to Tenant's signs shall 
not be unreasonably withheld if Tenant's signs comply with Landlord's signage 
program.

        n.  LATE CHARGES: Tenant acknowledges that late payment by Tenant to 
Landlord of Rent will came Landlord to incur costs not contemplated by this 
Lease, the exact amount of such costs being extremely difficult and 
impracticable to fix. Such costs include, without limitation, processing 
charges, accounting charges, and late charges that may be imposed on Landlord 
by the terms of any encumbrance and note secured by any encumbrance covering 
the Premises.  Therefore, if any installment of Rent or other sums due from 
Tenant is not received by Landlord on the date same are due, Tenant shall pay 
to Landlord an additional sum equal to five percent (5%) of such overdue 
amount as a late charge.  This late charge shall be due and payable one day 
after the date any such overdue amount was due. The parties agree that this 
late charge represents a fair and reasonable estimate of the administrative 
and other costs that Landlord will incur by reason of late payment by Tenant. 
 Acceptance of any late charge shall not constitute a waiver of Tenant's 
default with respect to the overdue amount, nor prevent Landlord from 
exercising any of the other rights and remedies available to Landlord.

        o.  INTEREST: Notwithstanding any other provisions of this Lease, 
including paragraph 38n., any installment of Rent or other amounts due under 
this Lease not paid to Landlord when due shall bear interest from the date 
due or from the date of expenditure by Landlord for the account of Tenant, 
until the same have been fully paid, at a rate per annum which is the lesser 
of the reference rate of Bank of America or the highest rate allowed by law.  
The payment of such interest shall not constitute a waiver of any default by 
Tenant hereunder.

        p.  ATTORNEYS' FEES: In the event any legal action is brought to 
enforce or interpret the provisions of this Lease, the prevailing party 
therein shall be entitled to recover all costs and expenses including 
reasonable attorneys' fees.

        q.  MODIFICATION: This Lease contains the entire agreement between 
the parties relating to the rights herein granted and the obligations herein 
assumed.  Any oral representations of modifications concerning this Lease 
shall be of no force and effect, excepting a subsequent modification in 
writing signed by the party to be charged.

        r.  EXECUTION: Submission of this instrument for examination or 
signature by Tenant does not constitute a reservation of or an option for 
lease, and it is not effective as a lease or otherwise until execution and 
delivery by both Landlord and Tenant.

        s.  VACATION OF THE PREMISES: Upon not less than thirty (30) days 
prior written notice to Landlord and upon satisfaction of all of the 
following conditions, Tenant may temporarily vacate the Premises for a period 
of not more than thirty (30) days during any consecutive twelve (12) mouth 
period: (i) Tenant, at its sole expense, shall comply with Landlord's 
security requirements to protect the Premises; (ii) Tenant shall make 
arrangements satisfactory to Landlord to maintain the Premises; and (iii) 
Tenant shall not otherwise be in default under this Lease.  Under no 
circumstances shall Landlord be responsible for the Premises (except 


                                       27
<PAGE>

as provided in this Lease) during Tenant's vacation thereof or for any of 
Tenant's property at any time.

        t.  NONDISCRIMINATION: Tenant herein covenants by and for itself, its 
heirs, executors, administrators and assigns, and all persons claiming under 
or through it, and this Lease is made and accepted upon and subject to the 
following conditions:

        That there shall be no discrimination against or segregation of any 
        person or group of persons, on account of race, color, religion, 
        sex, age, marital status, creed, national origin, or ancestry, in 
        the leasing, subleasing, transferring, use, occupancy, tenure, or 
        enjoyment of the Premises herein leased nor shall the Tenant 
        itself, or any person claiming under or through it, establish or 
        permit any such practice or practices of discrimination or 
        segregation with reference to the selection, location, number, use, 
        or occupancy of tenants, subtenants, or vendees in the Premises 
        herein leased.

    39. NOTICES:

        a.  Except as otherwise in this Lease provided, a bill, demand, 
statement, consent, notice or communication which Landlord may desire or be 
required to give to Tenant shall be deemed sufficiently given or rendered if 
in writing, delivered personally to Tenant or sent by certified mail (return 
receipt requested) or private express mail courier (postage and/or handling 
charges fully prepaid) addressed to Tenant at the address set forth in the 
Basic Lease Information. or at such other address as Tenant shall designate 
by notice given as herein provided.  Any notice, request, demand or 
communication by Tenant to Landlord must be in writing and delivered 
personally to Landlord or sent by certified mail (return receipt requested) 
or express private mail courier (postage and/or handling charges fully 
prepaid), addressed to Landlord, at the address set forth in the Basic Lease 
Information or at such other address as Landlord shall designate by notice 
given as herein provided.

        b.  The time of the rendition of such bills or statements and of the 
giving of such consents, notices, demands, requests or communications by 
Tenant or Landlord shall be deemed to be the earlier of (i) the date 
received; (ii) if the notice is sent by certified mail, two (2) days after 
the same is mailed; or (iii) if the notice is sent by private express mail 
courier, one (1) day after the same is sent.

        c.  Rejection or refusal to accept a notice, request, demand or the 
inability to deliver same because of a changed address of which no notice was 
given shall be deemed to be a receipt of the notice, request or demand sent.

    40. INTENTIONALLY DELETED.

    41. CROSS DEFAULT: Any default or breach in the performance of any terms, 
conditions or covenants contained in the 170 Rose Orchard Way Restated Lease, 
the 110 Rose Orchard Way Restated Lease or in the 130 Rose Orchard Way 
Restated Lease shall constitute a default under this Lease.  Any default or 
breach in the performance of any terms, conditions or 


                                       28
<PAGE>

covenants contained in this Lease shall contstitute a default under the 170 
Rose Orchard Way Restated Lease, the 110 Rose Orchard Way Restated Lease and 
under the 130 Rose Orchard Way Restated Lease.

    42. INTENTIONALLY DELETED.

    43. TENANT'S RIGHT OF FIRST OPPORTUNITY TO NEGOTIATE:

        a.  Landlord hereby grants Tenant a one-time right of first 
opportunity to negotiate an agreement (i) to lease a proposed building known 
as "Building G", which is as yet of undefined size and character, which shall 
eventually be built on the land site designated as "Building G Lot" on the 
attached Exhibit G to the Lease, before construction is commenced on Building 
G or a lease for Building G is consummated with a third party, or (ii) to 
purchase the Building G Lot, pursuant to the terms of this Lease.  This right 
of first opportunity to negotiate shall be a one-time right only, except that 
one or more good faith unsolicited inquiries from Tenant shall not operate so 
as to terminate Tenants right of first opportunity hereunder.  Tenants right 
of first opportunity to negotiate to purchase the Building G Lot shall 
automatically terminate upon Landlord's giving of the Notice to Lease (as 
defined below).

        b.  When and if Landlord determines that it desires to construct and 
lease Building G, Landlord shall so inform Tenant by written notice ("Notice 
to Lease").  In the event Landlord determines that it desires to sell the 
Building G Lot without constructing Building G, Landlord shall so inform 
Tenant by written notice ("Notice to Sell").  Within thirty (30) days after 
the giving of the Notice to Lease or the Notice to Sell, Tenant shall inform 
Landlord by written notice either: (i) that Tenant does not desire to lease 
Building G (in the event it receives a Notice to Lease), or to purchase the 
Building G Lot (in the event it receives a Notice to Sell), in which event 
Landlord shall have the right to negotiate the lease of Building G, construct 
Budding G, and to lease or sell Building G and/or the Building G Lot to any 
person or entity other than Tenant without further obligation to Tenant with 
respect to such negotiation, construction, lease or sale; or (ii) that Tenant 
desires to lease Building G (in the event it receives a Notice to Lease) or 
that Tenant desires to purchase the Building G Lot (in the event it receives 
a Notice to Sell).  Tenant's failure to provide such written notice within 
the prescribed time period shall constitute Tenant's rejection of the 
opportunity to enter into negotiation to lease Building G and to purchase the 
Building G Lot.

        c.  In the event Tenant informs Landlord of Tenant's desire to lease 
Building G, or to purchase the Building G, Lot as the case may be, then 
Landlord and Tenant shall negotiate in good faith a written lease for the 
lease of Building G or a purchase agreement for the sale of the Building 
within sixty (60) days of the Notice to Lease or the Notice to Sell (as the 
case may be), then Landlord shall have the right to negotiate the lease of 
Building G and to construct, lease, and/or sell Building G and/or the 
Building G Lot to any person or entity other than Tenant at any time 
thereafter without further obligation to Tenant with respect to such 
negotiation, construction, lease or sale under any term, covenants and 
conditions, whether or not they confirm to those offered to Tenant.


                                       29
<PAGE>

        d.  The right of first opportunity to negotiate set forth in this 
Lease in no manner precludes Landlord from considering or negotiating any 
unsolicited inquiries or offers to lease or purchase Building G and/or the 
Building G Lot. In the event Landlord receives any unsolicited inquiry or 
offer to purchase or lease and the right of first opportunity to negotiate 
set forth in this Lease has not terminated, (i) Landlord shall inform named 
Tenant that it has received an unsolicited inquiry or offer to purchase or 
lease (the "Unsolicited Inquiry Notice", and (ii) within one (1) business day 
after the Unsolicited Inquiry Notice is given, Tenant shall inform Landlord 
by written notice either:

             (a) that Tenant does not desire to lease Building G (in the 
        event the unsolicited inquire or offer is to lease Building G) or 
        to purchase the Building G Lot (in the event the unsolicited 
        inquiry or offer is to purchase Building G), in which event 
        Landlord shall have the right to negotiate the lease of Building G, 
        construct Building G, and to lease or sell Building G and/or the 
        Building G Lot to any person or entity other than Tenant without 
        further obligation to Tenant with respect to such negotiation, 
        construction, lease or sale; or

             (b) that Tenant desires to lease Building G (in the event the 
        unsolicited inquiry or offer is to lease Building G) or that Tenant 
        desires to purchase the Building G Lot (in the event the 
        unsolicited inquiry or offer is to purchase Building G).

Tenant's failure to provide such written notice within the prescribed time 
period shall constitute Tenant's rejection of the opportunity to enter into 
negotiation to lease Building G and to purchase the Building G Lot.  Landlord 
shall not be obligated to disclose the terms and conditions of any 
unsolicited inquiry or offer in the Unsolicited Inquiry Notice.  In the event 
that an unsolicited inquiry or offer results in the lease or sale of Building 
G and/or the Building G Lot, Tenant's right of first opportunity to negotiate 
an agreement to lease Building G or to purchase the Building G Lot set forth 
in this Lease shall become null and void and Tenant shall cease to have any 
right of first opportunity to negotiate any such agreement.

        e.  In the event, pursuant to the previous paragraph, Tenant informs 
Landlord of Tenant's desire to lease Building G, or to purchase the Building 
G Lot, as the case may be, then Landlord and Tenant shall negotiate in good 
faith a written lease for the lease of Building G or a purchase agreement for 
the sale of the Building G Lot.  In the event Landlord and Tenant do not (i) 
within three (3) business days after the Unsolicited Inquiry Notice is given 
to Tenant, agree to all primary terms, covenants and conditions to lease or 
purchase (as the case may be), and (ii) within ten (10) business days after 
the Unsolicited Inquiry Notice is given to Tenant, execute a final written 
lease or purchase agreement (as the case may be), then Landlord shall have 
the right to negotiate the lease of Building G and to construct, lease, 
and/or sell Building G and/or the Building G Lot to any person or entity 
other than Tenant at any time thereafter without further obligation to Tenant 
with respect to such negotiation, construction, lease, or sale under any tam, 
covenants and conditions, whether or not they conform to those offered to 
Tenant.


                                       30
<PAGE>

        f.  Tenant's right of first opportunity to negotiate an agreement to 
lease Building G or to purchase the Building G Lot granted under this Lease 
(i) are personal to the Tenant named in this Lease and no subtenant or 
assignee of Tenant shall have any such right, and (ii) shall lapse if (x) at 
or after the date Landlord gives the Notice to Lease, the Notice to Sell or 
the Unsolicited Inquiry Notice to Tenant and before the consummation of any 
lease or purchase agreement with Tenant, Tenant is in default under the terms 
of this Lease, (y) Tenant has assigned its interest in this Lease, or (z) 
this Lease is terminated or has expired.

    44. HAZARDOUS MATERIALS:

        a.  Tenant will not use, generate manufacture, produce, store, 
release, discharge or dispose of, on, under or about the Premises or 
transport to or from the Premises any Hazardous Material (is defined below) 
or allow its employees, agents, contractors, invitees or any other person or 
entity to do so.

        b.  Tenant shall keep and maintain the Premises in compliance with, 
and shall not cause or permit the Premises to be in violation of any 
environmental Law (any and all federal, state or local laws, ordinances, 
rules or regulations pertaining to health, industrial hygiene or the 
environmental conditions on, under or about the Premises, including without 
limitation the Comprehensive Environmental Response, Compensation, and 
Liability Act of 1980 as amended, 42 U.S.C. Section 9601 ET SEQ., ("CERCLA"), 
the Resource Clean Air Act, 42 U.S.C. Section 7401 ET SEQ., the Porter 
Cologne Water Quality Control Act, California Water Code Section 13000 ET 
SEQ.  California Hazardous Waste Control Act, Health and Safety Code Section 
25100 ET SEQ., Carpenter-Presley-Tanner Hazardous Substance Account Act, 
California Health and Safety Code Section 25300 ET SEQ., those laws described 
in Paragraph 12 hereof and implementing regulations and rules, all as are or 
which may be amended, are herein collectively referred to as "Environmental 
Laws") (the "Environmental Laws" and the "Plan" are hereinafter collectively 
referred to as the "Regulations").  Tenant shall surrender the Premises in as 
good a condition as when received by Tenant, reasonable wear and tear 
excepted, it being specifically agreed to by Landlord and Tenant that the 
presence at expiration or termination of this Lease of Hazardous Materials 
which are generated, released, discharged or disposed of by Tenant on, under 
or about the Premises, shall not be "reasonable wear and tear" as that term, 
is used in this Lease.

        c.  Tenant agrees to provide Landlord with (i) a copy of any 
hazardous material management plan or similar document required by any 
governmental entity or by Landlord as set forth herein, and (ii) copies of 
all reports, studies and written results of tests or inspections conducted at 
the Premises with respect to Hazardous Materials, whether conducted by Tenant 
or any other person including but not limited to any governmental entity 
(collectively "Reports"). Tenant shall deliver all Reports to Landlord no 
later than forty-eight (48) hours following Tenant's obtainment of such 
Reports.

        d.  At least once every twelve (12) months during the Term, and more 
often as is permitted pursuant to the provisions of section (B) hereinbelow, 
Landlord may install permanent testing wells to be installed at or about the 
Premises and may cause the ground water to be tested to detect the presence 
of Hazardous Materials by the use of such wells as are then customarily used 


                                       31
<PAGE>

for such purposes.  If Tenant so requests, Landlord shall supply Tenant with 
copies of such test results.  The cost of such tests and of the installation, 
maintenance, repair and replacement of such welts shall be paid by Tenant.

        e.  Landlord and its representatives shall have the right, at the 
following times, to enter the Premises and to (i) conduct any testing, 
monitoring and analysis for Hazardous Materials; and (ii) review any 
documents, materials, inventory, financial data or notices or correspondence 
to or from private parties or governmental entities in connection therewith.

             (A) At any time during the term of this Lease if, in Landlord's 
        reasonable judgment, Tenant is breaching its obligations under this 
        Addendum or is not in substantial compliance with any other 
        provisions of this Lease; and

             (B) As permitted by Paragraph 23 of this Lease.

        f.  Prior to Landlord retailing any independent consultant(s) 
pursuant to the provisions of Paragraph d. or e., if Landlord determines that 
the aggregate cost(s) of such consultant(s) in any one calendar year shall 
exceed five thousand dollars ($5,000.00), Landlord shall consult, in good 
faith, with Tenant with respect to the need to retain such consultants.  
Also, prior to Landlord, pursuant to the provisions of Paragraph d., 
installing, placing or otherwise causing to be constructed any test wells on 
or about Technology Centre Landlord shall consult, in good faith, with Tenant 
with respect to the need to construct additional test wells.  All costs and 
expenses reasonably incurred by Landlord in connection with any Inspection 
pursuant to this Lease shall become due and payable by Tenant as additional 
rent, upon presentation by Landlord of an invoice therefor.

        g.  Tenant shall give immediate written notice to Landlord of:

             (i)   Any action, proceeding or inquiry by any governmental 
        authority (including, without limitation, the California State 
        Department of Health Services, the State or any Regional Water 
        Quality Control Board, the Bay Area Air Quality Management District 
        or any local government entity) with respect to the presence of any 
        Hazardous Material on the Premises or the migration thereof from or 
        to other property;

             (ii)  All demands or claims made or threatened by any third 
        party against Tenant or the Premises relating to any loss or injury 
        resulting from any Hazardous Materials; and

             (iii) Any spill, release, discharge or non-routine disposal 
        of Hazardous Materials that occurs with respect to the Premises or 
        Tenant's operations, including, without limitation, those that 
        would constitute a violation of Health and Safety Code Section 
        25249.5 or any other environmental Law;

             (iv)  All matters of which Tenant is required to give notice 
        of pursuant to Section 25359.7 of the California Health and Safety 
        Code; and


                                       32
<PAGE>

             (v)   Tenant's discovery of any occurrence or condition 
        on, under or about the Premises or any real property adjoining or 
        in the vicinity of the Premises or any part thereof to be subject 
        to any restrictions on the ownership, occupancy, transferability or 
        use of the Premises under any Environmental Law including without 
        limitation, Tenant's discovery of any occurrence or conditions on 
        any real property adjoining or in the vicinity of the Premises that 
        could cause the Premises or any part thereof to be classified as 
        'border-zone property' under the provisions of California Health 
        and Safety Code Sections 25220 ET SEQ. or any regulation adopted in 
        accordance therewith, or to be otherwise subject to any 
        restrictions on the ownership, occupancy, transferability or use of 
        the Premises under any Environmental Law.

        h.  Landlord shall have the right to join and participate in as a 
party if it so elects, any legal proceedings or actions affecting the 
Premises initiated in connection with any Environmental Law and have its 
attorneys' fees in connection therewith paid by Tenant.

        i.  Tenant shall indemnify and hold harmless Landlord, its directors, 
officers, employees, agents, successors and assigns (collectively "Landlord") 
from and against any and all claim arising from Tenant's use of the Premises 
for the conduct of its business or from any activity, work or other things 
done or suffered by the Tenant in or about the Buildings and shall further 
indemnify and hold harmless Landlord against and from any and all claims 
directly arising from breach or default in performance of any obligation on 
Tenant's part to be performed under the terms of this Lease, or arising from 
any act or negligence of the Tenant, or any officer, agent, employee, guest 
or invitee of Tenant, and from all and against all costs, attorneys' fees, 
expenses and liabilities incurred in or about any such claim or any action or 
proceeding brought thereon, including, without limitation, claims, fines, 
judgments, penalties, losses, damages, costs, expenses or liabilities 
(including attorneys' fees and costs) directly or indirectly arising, in any 
manner whatsoever, out of or attributable to the use, generation, 
manufacture, production, storage, release, threatened release, discharge, 
disposal or presence of a Hazardous Material on, under or about the Premises 
(collectively a "Release") including without limitation, (i) all foreseeable 
consequential damages including without limitation loss of rental income and 
diminution in property value; and (ii) the costs of any investigation, 
monitoring, removal, restoration, abatement, repair, cleanup, detoxification 
or other ameliorative work of any kind or nature required by any governmental 
agency having jurisdiction thereof or Landlord (collectively "Remedial Work") 
and the preparation and implementation of any closure, remedial or other 
required plans.  This indemnity shall survive the expiration or termination 
of this Lease.  In any action or proceeding brought against Landlord by 
reason of any such claim, Tenant upon notice from Landlord shall defend the 
same at Tenant's expense by counsel reasonably satisfactory to Landlord.  In 
addition, Tenant as a material part of the consideration to Landlord, hereby 
assumes all risk or damage to property or injury to persons, in, upon or 
about the Premises, except that Tenant shall not assume any risk for damage 
to Tenant resulting from the acts or omissions of Landlord or its authorized 
representatives.

        j.  In the event of the occurrence of a Release, Tenant shall, at its 
sole expense and within thirty (30) days after demand by Landlord (or such 
shorter period of time as may be 


                                       33
<PAGE>

required under applicable laws or by any governmental entity having 
jurisdiction thereof) commence to perform and thereafter diligently prosecute 
to completion such Remedial Work as is necessary to restore the Premises to 
the condition existing prior to the introduction of any Hazardous Materials.  
All such Remedial Work shall be performed in conformance with the 
requirements of Landlord and all applicable Environmental Laws.  All Remedial 
Work shall be performed by one or more contractors, approved in advance in 
writing by Landlord, and under the supervision of a consulting engineer 
approved in advance in writing by Landlord.  All costs and expenses of such 
Remedial Work shall be paid by Tenant including, without limitation, to the 
charges of such contractor(s) and/or the consulting engineer, and Landlord's 
reasonable attorneys' fees and costs incurred in connection with monitoring 
or review of such Remedial Work.  In the event Tenant shall fail to timely 
commence or cause to be commenced, or fail to diligently prosecute to 
completion such Remedial Work, Landlord may, but shall not be required to, 
cause such Remedial Work to be performed and all costs and expenses thereof, 
or incurred in connection therewith, shall become immediately due and payable.

        k.  The term "Hazardous Material" shall include without limitation:

             (i) Those substances included within the definitions of "hazardous
        substances", "hazardous materials", "toxic substances", or "solid waste"
        in CERCLA, RCRA, and the Hazardous Materials Transportation Act, 
        49 U.S.C. Sections 1801 ET SEQ. and in the regulations promulgated 
        pursuant to said laws:

             (ii) Those substances defined as "hazardous wastes" in 
        Section 25117 of the California Health & Safety Code, or as "hazardous 
        substances" in Section 25316 of the California Health & Safety Code, 
        and in the regulations promulgated pursuant to said laws;

             (iii) Those substances fisted in the United States Department of
        Transportation Table (49 CFR 172.101 and amendments thereto) or by the
        Environmental Protection Agency (or successor agency) as hazardous 
        substances (40 CFR Part 302 and amendments thereto);

             (iv) Such other substances, materials and wastes which are or 
        become regulated under applicable local, state or federal law, or the 
        United States government, or which are classified as hazardous or toxic 
        under federal, state, or local laws or regulations including without 
        limitation California Health and Safety Code, Division 20, and 
        California Administrative Code, Division 4;

             (v) Any material, waste or substance which is (A) petroleum, (B) 
        asbestos, (C) polychlorinated biphenyls, (D) designated as a "hazardous
        substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. 
        Sections 1251 ET SEQ. (33 U.S.C. Section 1321) or listed pursuant to 
        Section 307 of the Clean Water Act (33 U.S.C. Section 1317); (E) 
        flammable explosives, or (F) radioactive materials.


                                      34
<PAGE>

        l.  Notwithstanding anything to the contrary set forth in this 
Paragraph or in the Lease, including without limitation, the provisions of 
Paragraph 26 of the Lease, Tenant's failure to observe or perform any of the 
covenants, conditions or provisions of this Paragraph 44 to be observed or 
performed by Tenant shag constitute a default and breach of this Lease by 
Tenant upon the delivery of written notice of such failure by Landlord to 
Tenant.

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

LANDLORD:

        METROPOLITAN LIFE INSURANCE COMPANY
        a New York corporation



        By:      /S/ EDWARD J. HAYES
           --------------------------------
        Print Name:   EDWARD J. HAYES
                   ------------------------
        Title:   ASSISTANT VICE PRESIDENT
              -----------------------------
TENANT:

        DIGITAL MICROWAVE CORPORATION
        a Delaware corporation


        By:      /S/ CARL A. THOMSEN
           --------------------------------
        Print Name:   CARL A. THOMSEN
                   ------------------------
        Title:   VP - CFO
              -----------------------------


                                      35
<PAGE>

                                   EXHIBIT A

                          [GRAPHICS:  LEASE PREMISES]




                                      A-1

<PAGE>


                                   EXHIBIT B

                                  Page 1 of 1

           To the Lease Agreement dated April 5, 1995 by and between
          Metropolitan Life Insurance Company, as Owner and Landlord
                                      and
                   Digital Microwave Corporation, as Tenant

        For a Portion of 180 Rose Orchard Way, San Jose, California (Building E)

    1.  Landlord and Tenant agree that Landlord will provide a tenant 
improvement allowance in an amount not to exceed Forty Nine Thousand Three 
Hundred Thirty Two Dollars and No Cents ($49,332.00) Landlord's Maximum 
Contribution).

    2.  The cost of the Landlord's Work ("Landlord's Work Costs") to be paid 
by Landlord from said allowance shall include:

        (a) The costs of preliminary space planning (including one revision) 
and final architectural and engineering plans and specifications 
(Construction Drawings) for the Landlord's Work, and engineering costs 
associated with completion of the State of California energy utilization 
calculations under Title 24 legislation;

        (b) All costs of obtaining building permits and other necessary 
authorizations from the City of San Jose and State of California;

        (c) All costs of interior design and finish schedule plans and 
specifications including as-built drawings;

        (d) All direct and indirect costs of procuring and installing 
Landlord's work in the Premises, including the construction fee for overhead 
and profit and the cost of all on-site supervisory and administrative staff, 
office, equipment and temporary services rendered by Landlord's contractor in 
connection with construction of the Landlord's Work; and

        (e) All fees payable to Landlord's architectural and engineering firm 
if it is required by Tenant to redesign any portion of the Landlord's Work 
following Tenant's approval of the Construction Drawings.

    In no event shall the Landlord's Work Costs include any costs or 
procuring or installing in the Premises any trade fixtures, equipment, 
furniture, furnishings, telephone equipment or other personal property 
("Personal Property") to be used in the Premises by Tenant, and the cost of 
such Personal Property shall be paid by Tenant.

LANDLORD:                              TENANT:

METROPOLITAN LIFE INSURANCE COMPANY    DIGITAL MICROWAVE CORPORATION

By: /s/ CARL A. THOMSEN                By:  /s/ EDWARD J. HAYES
   --------------------------------       -------------------------------
Print Name:   CARL A. THOMSEN          Print Name:    EDWARD J. HAYES
           ------------------------               -----------------------
Its:     VP - CFO                      Its:      ASSISTANT VICE PRESIDENT
    -------------------------------        ------------------------------



                                      B-1

<PAGE>

                                  EXHIBIT B-1

                          [GRAPHICS:  LEASE PREMISES]


<PAGE>

                                   EXHIBIT B-2

                          [Graphics:  Lease Premises]


<PAGE>

                                   EXHIBIT C

                                 RENT SCHEDULE

                                  Page 1 of 1

             To the Lease Agreement dated April 5, 1995 by and between

             Metropolitan Life Insurance Company, as Owner and Landlord
                                       and
                       Digital Microwave Corporation, as Tenant

      For a portion of 180 Rose Orchard Way, San Jose, California (Building E)

     Tenant shall pay Rent in advance on the first day of each month as set 
forth hereinbelow: 

                      June 1, 1995 through September 30, 2001
                               at $8,941.42 per month

In addition to the Rent set forth above, Tenant shall pay his share of 
Operating Expenses, as specified in Paragraph 8, taxes as specified in 
Paragraph 9 and Utilities Referred to in Paragraph 10 commencing on june 1, 
1995.


                                      C-1

<PAGE>


                                   EXHIBIT E

                            RULES AND REGULATIONS

                                  Page 1 of 2

           To the Lease Agreement dated April 5, 1995 by and between

          Metropolitan Life Insurance Company, as Owner and Landlord

                                      and

                    Digital Microwave Corporation, as Tenant

     For a portion of 180 Rose Orchard Way, San Jose, California (Building E)

     1.  No advertisement, picture or sign of any sort shall be displayed on 
or outside the Premises without the prior written consent of the Landlord. 
Landlord shall have the right to remove any such unapproved item without 
notice and at Tenant's expense.

     2.  Except in the normal conduct of its business, Tenant shall not 
regularly park motor vehicles in designated parking areas after the 
conclusion of normal daily business activities.

     3.  Tenant shall not use any method of heating or air conditioning other 
than that supplied by Landlord without the consent of Landlord.

     4.  All window coverings installed by Tenant and visible from the 
outside of the building require the prior written approval of Landlord.

     5.  Tenant shall not use, keep or permit to be used or kept any foul or 
obnoxious gas or substance or any inflammable or combustible materials on or 
around the Premises.

     6.  With respect to any locks for which Landlord has not been given a 
key, Tenant shall provide Landlord a list of individuals who possess such 
keys and their telephone numbers.

     7.  Tenant shall park motor vehicles in those general parking areas as 
designated by Landlord except for loading and unloading.  During those 
periods of loading and unloading, Tenant shall not unreasonably interfere 
with traffic flow within the project and loading and unloading areas of other 
Tenants.

     8.  Tenant shall not solicit, canvas or unreasonably disturb any 
occupant of the building or project and shall cooperate to prevent same.

     9.  No persons shall go on the roof without Landlord's permission.

     10. Business machines and mechanical equipment belonging to the tenant 
which cause noise or vibration that may be transmitted to the structure of 
the building, to such a degree as to be 


                                      E-1
<PAGE>

objectionable to Landlord or other Tenants, shall be placed and maintained by 
tenant, at tenant's expense, on vibration eliminators or other devices 
sufficient to eliminate noise vibration.

     11. All goods, including materials used to store goods, delivered to the 
premises of the Tenant shall be immediately moved into the premises and shall 
not be left in parking or receiving areas overnight.

     12. Tractor trailers which must be unhooked or parked with dolly wheels 
beyond the concrete loading areas must use steel plates or wood blocks under 
the dolly wheels to prevent damage to the asphalt paving surfaces.  No 
parking or storing of such trailers will be permitted in the auto parking 
areas of the Project or on streets adjacent thereto.

     13. Forklifts which operate on asphalt paving areas shall not have solid 
rubber tires and shall only use tires that do not damage the asphalt.

     14. Tenant is responsible for the proper storage of all trash.  All such 
trash and refuse shall be contained in suitable receptacles stored behind 
screened enclosures at locations approved by the landlord.

    15.  Tenant shall not store or permit the storage or placement of goods 
or merchandise in or around the common areas surrounding the Premises.  No 
displays or sales of merchandise shall be allowed in the parking lots or 
other common areas.


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<PAGE>

                    To the Lease Agreement Dated April 5, 1995
                 METROPOLITAN LIFE INSURANCE COMPANY as Landlord

                                      and

                     DIGITAL MICROWAVE CORPORATION, as Tenant
                               180 Rose Orchard Way
                            San Jose, California 95134

                                 AMENDMENT No. 1
                                   Page 1 of 1

     This Amendment to Lease is entered into this 12th day of April 1995 
between METROPOLITAN LIFE INSURANCE COMPANY as Landlord, (hereinafter called 
"Lessor"), and Digital Microwave Corporation as Tenant, (hereinafter called 
"Lessee").

     WHEREAS the parties hereto desire to amend that certain Lease made by 
the Parties on April 5, 1995 for the premises located at 180 Rose Orchard 
Way, San Jose, California 95134.

     NOW, THEREFORE, in consideration of the mutual covenants and promises 
hereinafter set forth, effective June 15, 1995, the parties agree as follows:

     1.   TERM: The term of the Lease shall be amended to commence June 15, 
1995 and expire on September 30, 2001.

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

     IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment on 
the date and year first above written.

LESSOR:


METROPOLITAN LIFE INSURANCE COMPANY,
a New York corporation


By:  /s/ EDWARD J. HAYES                             Dated:    7/21/95
   -------------------------------------------             ----------------
   Edward J. Hayes, Assistant Vice President

LESSEE:

DIGITAL MICROWAVE CORPORATION,
a Delaware corporation


By:  /s/ JOHN P. O'NEIL                              Dated:  JULY 5, 1995
   -------------------------------------------             ----------------


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