SIXTH AMENDMENT TO LEASE
                                
THIS  SIXTH AMENDMENT TO LEASE ("Amendment") is made and  entered
into  as of April 30, 1998, and amends that certain Vintage  Park
Net  Lease, dated December 14, 1988, and amended by Amendment No.
1,  dated July 10, 1990, Amendment No. 2, dated January 23, 1991,
Amendment No. 3, dated February 17, 1994, Amendment No. 4,  dated
September  30,  1994, and Amendment No. 5, dated April  15,  1996
(collectively  the  "Lease"), by and between SPIEKER  PROPERTIES,
L.P., a California limited partnership, ("Landlord") as successor
in  interest  to  WCB SEVENTEEN LIMITED PARTNERSHIP,  a  Delaware
limited  partnership  as successor in interest  to  Vintage  Park
Associates,  a  partnership,  and PENEDERM,  INC.,  a  California
Corporation ("Tenant"), for certain portions of those  properties
known  as  355  Lakeside  Drive, Suite 210,  approximately  4,353
rentable square feet in Foster City, California.

Landlord  and  Tenant,  by  executing  this  Lease  Amendment  as
provided do hereby amend the Original Lease referred to above  as
follows:

1.   EXTENSION OF TERM:
     Four (4) months commencing May 1, 1998, terminating August 31, 1998.

2.   MONTHLY NNN RENTAL RATE (05/01/98 - 08/31/98):
                    Base Rent      $7,182.45
      Monthly Est. Op. Ex. `98       $100.00
          TOTAL ESTIMATED RENT     $7,282.45


Except   as   amended  herein,  all  of  the  terms,   covenants,
provisions, and agreements of the original Lease, and its  First,
Second, Third, Fourth, and Fifth Amendments, shall remain in full
force  and  effect.   In  the event of any conflict  between  the
original  Lease  and its Amendments, herein above mentioned,  and
this Sixth Amendment, this Sixth Amendment shall prevail.

In witness hereof, the parties hereto have signed and sealed this
extension agreement this 30th day of April, 1998.

LANDLORD:                            TENANT:
                                 
SPIEKER PROPERTIES, L.P.             PENEDERM, INC.
a California limited                 a California Corporation
partnership
                                 
By:   Spieker Properties, Inc.   
      a Maryland corporation        
                                 
By:       /s/ Peter H. Schnugg       By:      /s/ Terry Gutshall
          --------------------               -------------------
          Peter H. Schnugg                   Terry Gutshall
                                 
Its:    Regional Vice President              Its: Vice President, Operations
                                 
                                 
Date:           5/7/98                       Date:           5/6/98
                                 
<PAGE>

                     BASIC LEASE INFORMATION
                                
                         INDUSTRIAL NET
                                
                                
LEASE DATE:                     December 22, 1997
                                
TENANT:                         Penederm, Inc., a Delaware
                                Corporation
                                
TENANT'S NOTICE ADDRESS:        320 Lakeside Drive, Suite A,
                                Foster City, California  94404
                                
TENANT'S BILLING ADDRESS:       320 Lakeside Drive, Suite A,
                                Foster City, California  94404
                                
TENANT CONTACT:  Terry Gutshall PHONE NUMBER:  (650) 358-0100
                                
LANDLORD:                       Spieker  Properties, L.P., a
                                California limited partnership
                                
LANDLORD'S NOTICE ADDRESS:      393 Vintage Park Drive, Suite
                                220, Foster City, CA   94404
                                
LANDLORD'S REMITTANCE ADDRESS:  P. O. Box 46687, Dept. 12091,
                                San Francisco, CA  94145-0587
                                
Project Description:            19 R&D buildings and 3 office
                                buildings located on 60 acres
                                
Building Description:           One story, R & D, concrete tilt
                                up building
                                
Premises:                       Approximately 11,740 rentable
                                square feet located at
                                373 Vintage Park Drive, Suite D,
                                Foster City, CA   94404
                                
Permitted Use:                  General Office
                                
Parking Density:                3/1,000
                                
Scheduled Term Commencement     September 1, 1998
Date:                           

Length of Term:                 Five Years
                                
Rent:                           
                                
     Base Rent:                 $26,415 per month
                                
                                (subject to adjustment as
                                provided in Paragraph 38.A.
                                hereof)
                                
     Estimated First Year       $5,564.76 per month
     Operating Expenses:             

Security Deposit:               $26,415
                                
Tenant's Proportionate Share:   
                                
     of Building:               47.3% based on 24,814
                                
     of Project:                2.26% based on 519,507
                                


The  forgoing  Basic Lease Information is incorporated  into  and
made  a part of this Lease.  Each reference in this Lease to  any
of   the  Basic  Lease  Information  shall  mean  the  respective
information  above and shall be construed to incorporate  all  of
the   terms   provided  under  the  particular  Lease   paragraph
pertaining  to  such information.  In the event of  any  conflict
between  the  Basic Lease Information and the Lease,  the  latter
shall control.


<PAGE>

                     BASIC LEASE INFORMATION
                                
                         INDUSTRIAL NET
                                
                                
LEASE DATE:                     December 22, 1997
                                
TENANT:                         Penederm, Inc., a Delaware
                                Corporation
                                
TENANT'S NOTICE ADDRESS:        320 Lakeside Drive, Suite A,
                                Foster City, California  94404
                                
TENANT'S BILLING ADDRESS:       320 Lakeside Drive, Suite A,
                                Foster City, California  94404
                                
TENANT CONTACT:  Terry Gutshall PHONE NUMBER:  (650) 358-0100
                                
LANDLORD:                       Spieker  Properties, L.P., a
                                California limited partnership
                                
LANDLORD'S NOTICE ADDRESS:      393 Vintage Park Drive, Suite
                                220, Foster City, CA   94404
                                
LANDLORD'S REMITTANCE ADDRESS:  P. O. Box 46687, Dept. 12091,
                                San Francisco, CA  94145-0587
                                
Project Description:            19 R&D buildings and 3 office
                                buildings located on 60 acres
                                
Building Description:           One story, R & D, concrete tilt
                                up building
                                
Premises:                       Approximately 11,740 rentable
                                square feet located at
                                373 Vintage Park Drive, Suite D,
                                Foster City, CA   94404
                                
Permitted Use:                  General Office
                                
Parking Density:                3/1,000
                                
Scheduled Term Commencement     8/1/98
Date:                           

Length of Term:                 Five Years
                                
Rent:                           
                                
     Base Rent:                 $26,415 per month
                                
                                (subject to adjustment as
                                provided in Paragraph 38.A
                                hereof.)
                                
     Estimated First Year       $5,564.76 per month
Operating Expenses:             

Security Deposit:               $26,415
                                
Tenant's Proportionate Share:   
                                
     of Building:               47.3% based on 24,814
                                
     of Project:                2.26% based on 519,507
                                
                                
 The  forgoing  Basic Lease Information is incorporated into and
 made a part of this Lease.  Each reference in this Lease to any
 of  the  Basic  Lease  Information  shall  mean  the respective
 information above and shall be construed to  incorporate all of
 the   terms  provided  under  the  particular  Lease  paragraph
 pertaining  to such information.  In the event  of any conflict
 between  the Basic Lease Information and the Lease, the latter
 shall control.
 

<PAGE>

                             LEASE
                                
THIS  LEASE is made as of the 20th day of February, 1998, by  and
between   Spieker   Properties,  L.P.,   a   California   limited
partnership  (hereinafter called "Landlord"), and Penederm,  Inc.
(hereinafter called "Tenant"), a Delaware corporation.

                          1.   PREMISES
                                
     Landlord  leases to Tenant and Tenant leases from  Landlord.
upon  the  terms  and  conditions hereinafter  set  forth,  those
Premises  (the  "Premises") outlined in  red  on  Exhibit  A  and
described in the Basic Lease Information.  The Premises shall  be
all  or part of a building (the "Building") and of a project (the
"Project")  which  may  consist of more  than  one  building,  as
described  in  the  Basic Lease Information.   The  Building  and
Project are outlined in blue and green respectively on Exhibit  A
and  Exhibit  B.   Additionally, the number  of  buildings  which
constitute  the  Project may change from time  to  time.   Tenant
accepts  the area of the Premises as specified in this  Lease  as
the approximate area of the Premises, and acknowledges and agrees
that  Tenant shall in no event be entitled to a recalculation  of
the square footage of the Premises and that no such recalculation
shall reduce Tenant's obligations under this Lease in any manner,
including  without limitation the amount of Base Rent payable  by
Tenant or Tenant's Proportionate Share of the Building and of the
Project.

             2.   POSSESSION AND LEASE COMMENCEMENT
                                
A.    Existing Improvements.    In  the  event  that  this  Lease
pertains  to  a Premises in which the interior improvements  have
already   been   constructed   ("Existing   Improvements"),   the
provisions  of  this  Paragraph 2.A. shall  apply  and  the  term
Commencement date ("Term Commencement Date") shall be the earlier
of  the date on which: (1) Tenant takes possession of some or all
of  the Premises; or (2) Landlord notifies Tenant that Tenant may
occupy  the Premises.  If for any reason Landlord cannot  deliver
possession  of  the  Premises to Tenant  on  the  scheduled  Term
Commencement Date, Landlord shall not be subject to any liability
therefor,  nor shall Landlord be in default hereunder  nor  shall
such failure affect the validity of this Lease, and Tenant agrees
to  accept possession of the Premises at such time as Landlord is
able  to  deliver the same, which date shall then be  deemed  the
Term  Commencement Date.  Tenant shall not be liable for any Rent
(defined  below)  for any period prior to the  Term  Commencement
Date.   Tenant acknowledges that Tenant has inspected and accepts
the  Premises in their present condition, broom clean,  "as  is,"
and as suitable for the purpose for which the Premises are leased
and  for  Tenant's intended use of the Premises.   Tenant  agrees
that  the  Premises  and  other  improvements  are  in  good  and
satisfactory  condition as of when possession was taken.   Tenant
further  acknowledges that no representations as to the condition
or  repair  of  the  Premises nor promises to alter,  remodel  or
improve the Premises have been made by Landlord or any agents  of
Landlord unless such are expressly set forth in this Lease.  Upon
Landlord's request, Tenant shall execute and return to Landlord a
"Start-Up  Letter"  in  which Tenant  shall  agree,  among  other
things, to acceptance of the Premises and to the determination of
the  Term Commencement Date, in accordance with the terms of this
Lease.

B.   Construction of Improvements.  In the event that this Lease
pertains to a Building to be constructed or improvements to be
constructed within a Building, the provisions of this Paragraph
2.B. shall apply in lieu of the provisions of Paragraph 2.A.
above and the term commencement date ("Term Commencement Date")
shall be the earlier of the date on which: (1) Tenant takes
possession of some or all of the Premises.

                            3.   TERM
                                
     The  term of this Lease (the "Term") shall commence  on  the
Term Commencement Date and continue in full force and effect  for
the number of months specified as the Length of Term in the Basic
Lease  Information or until this Lease is terminated as otherwise
provided  herein.  If the Term Commencement Date is a date  other
than  the first day of the calendar month, the Term shall be  the
number  of  months  of  the Length of Term  in  addition  to  the
remainder  of  the calendar month following the Term Commencement
Date.

                            4.   USE
                                
A.   General.     Tenant shall use the Premises for the permitted
use  specified  in the Basic Lease Information ("Permitted  Use")
and  for  no other use or purpose.  Tenant shall control Tenant's
employees,  agents,  customers,  visitors,  invitees,  licensees,
contractors,  assignees  and subtenants (collectively,  "Tenant's
Parties")  in  such  a  manner that Tenant and  Tenant's  Parties
cumulatively do not exceed the parking density specified  in  the
Basic  Lease  Information (the "Parking Density")  at  any  time.
Tenant and Tenant's Parties shall have the nonexclusive right  to
use,  in  common  with other parties occupying  the  Building  or
Project,  the parking areas, driveways and other common areas  of
the  Building and Project, subject to such rules and  regulations
as Landlord may from time to time prescribe.

B.   Limitations.  Tenant shall not permit any odors, smoke,
dust, gas, substances, noise or vibrations to emanate from the
Premises or from any portion of the common areas as a result of
Tenant's or any Tenant's Party's use thereof, nor take any action
which would constitute a nuisance or would disturb, obstruct or
endanger any other tenants or occupants of the Building or
Project or interfere with their use of their respective premises
or common areas.  Storage outside the Premises of materials,
vehicles or any other items is prohibited.  Tenant shall not use
or allow the Premises to be used for any immoral, improper or
unlawful purpose, nor shall Tenant cause or maintain or permit
any nuisance in, on or about the Premises.  Tenant shall not
commit or suffer the commission of any waste in, on or about the
Premises.  Tenant shall not allow any sale by auction upon the
Premises, or place any loads upon the floors, walls or ceilings
which endanger the structure, or place any harmful substances in
the drainage system of the Building or Project.  No waste,
materials or refuse shall be dumped upon or permitted to remain
outside the Premises except in trash containers placed inside
exterior enclosures designated for that purpose by Landlord.
Landlord shall not be responsible to Tenant for the non-
compliance by any other tenant or occupant of the Building or
Project with any of the above-referenced rules or any other terms
or provisions of such tenant's or occupant's lease or other
contract.

C.   Compliance with Regulations.  By entering the Premises,
Tenant accepts the Premises in the condition existing as of the
date of such entry.  Tenant shall at its sole cost and expense
strictly comply with all existing or future applicable municipal,
state and federal and other governmental statutes, rules,
requirements, regulations, laws and ordinances, including zoning
ordinances and regulations, and covenants, easements and
restrictions of record governing and relating to the use,
occupancy or possession of the Premises, to Tenant's use of the
common areas, or to the use, storage, generation or disposal of
Hazardous Materials (hereinafter defined) (collectively
"Regulations").  Tenant shall at its sole cost and expense obtain
any and all licenses or permits necessary for Tenant's use of the
Premises.  Tenant shall at its sole cost and expense promptly
comply with the requirements of any board of fire underwriters or
other similar body now or hereafter constituted.  Tenant shall
not do or permit anything to be done in, on, under or about the
Project or bring or keep anything which will in any way increase
the rate of any insurance upon the Premises, Building or Project
or upon any contents therein or cause a cancellation of said
insurance or otherwise affect said insurance in any manner.
Tenant shall indemnify, defend, protect and hold Landlord
harmless from and against any loss, cost, 

<PAGE>

expense, damage, attorneys' fees or liability arising out of the failure of 
Tenant to comply with any Regulation.  Tenant's obligations pursuant to
the foregoing indemnity shall survive the expiration or earlier
termination of this Lease.

D.   Hazardous Materials.  As used in this Lease, "Hazardous
Materials" shall include, but not be limited to, hazardous, toxic
and radioactive materials and those substances defined as
"hazardous substances," "hazardous materials," "hazardous
wastes," "toxic substances," or other similar designations in any
Regulation.  Tenant shall not cause, or allow any of Tenant's
Parties to cause, any Hazardous Materials to be used, generated,
stored or disposed of on or about the Premises, the Building or
the Project or surrounding land or environment in violation of
any Regulations.  Tenant must obtain Landlord's written consent
prior to the introduction of any Hazardous Materials onto the
Project.  Notwithstanding the foregoing, Tenant may handle,
store, use and dispose of products containing small quantities of
Hazardous Materials for "general office purposes" (such as toner
for copiers) to the extent customary and necessary for the
Permitted Use of the Premises; provided that Tenant shall always
handle, store, use, and dispose of any such Hazardous Materials
in a safe and lawful manner and never allow such Hazardous
Materials to contaminate the Premises, Building, or Project or
surrounding land or environment.  Tenant shall immediately notify
Landlord of any Hazardous Materials' contamination of any portion
of the Project of which Tenant becomes aware, whether or not
caused by Tenant.  Landlord shall have the right at all
reasonable times to inspect the Premises and to conduct tests and
investigations to determine whether Tenant is in compliance with
the foregoing provisions, the costs of all such inspections,
tests and investigations to be borne by Tenant.  Tenant shall
indemnify, defend, protect and hold Landlord harmless from and
against all liabilities, losses, costs and expenses (including
attorneys' and consultants' fees), demands, causes of action,
claims or judgments directly or indirectly arising out of the
use, generation, storage, release, or disposal of Hazardous
Materials by Tenant or any of Tenant's Parties in, on or about
the Premises, the Building or the Project or surrounding land or
environment, excluding, however, any Hazardous Materials whose
presence was caused by a prior tenant.  The foregoing indemnity
shall include, without limitation, damages for personal or bodily
injury, property damage, damage to the environment or natural
resources occurring on or off the Premises. losses attributable
to diminution in value or adverse effects on marketability, the
cost of any investigation, monitoring, government oversight,
repair, removal, remediation, restoration, abatement, and
disposal, and the preparation of any closure or other required
plans, whether such action is required or necessary prior to or
following the expiration or earlier termination of this Lease.
Neither the consent by Landlord to the use, generation, storage,
release or disposal of Hazardous Materials nor the strict
compliance by Tenant with all laws pertaining to Hazardous
Materials shall excuse Tenant from Tenant's obligation of
indemnification pursuant to this Paragraph 4.D.  Tenant's
obligations pursuant to the foregoing indemnity shall survive the
expiration or earlier termination of this Lease.

                   5.   RULES AND REGULATIONS
                                
     Tenant  shall faithfully observe and comply with  any  rules
and  regulations and any modifications or additions thereto which
Landlord  may  from  time to time prescribe in  writing  for  the
purpose  of  maintaining  the proper care,  cleanliness,  safety,
traffic flow and general order of the Premises or the Building or
Project.  Tenant shall cause Tenant's Parties to comply with such
rules  and  regulations.  Landlord shall not  be  responsible  to
Tenant for the non-compliance by any other tenant or occupant  of
the  Building  or Project with any of such rules and regulations,
any other tenant's or occupant's lease or any Regulations.

<PAGE>

                            6.   RENT
                                
A.   Base Rent.   Tenant shall pay to Landlord and Landlord shall
receive, without notice or demand throughout the Term, Base  Rent
as  specified in the Basic Lease Information, payable in  monthly
installments  in  advance on or before  the  first  day  of  each
calendar  month,  in lawful money of the United  States,  without
deduction  or  offset  whatsoever,  at  the  Remittance   Address
specified  in the Basic Lease Information or to such other  place
as  Landlord  may from time to time designate in  writing.   Base
Rent for the first full month of the Term shall be paid by Tenant
upon  Tenant's  execution of this Lease.  If the  obligation  for
payment of Base Rent commences on other than the first day  of  a
month,  then  Base  Rent  shall  be  prorated  and  the  prorated
installment shall be paid on the first day of the calendar  month
next  succeeding  the  Term Commencement  Date.   The  Base  Rent
payable  by Tenant hereunder is subject to adjustment as provided
in  addenda  appended to this Lease (if referred to in  Paragraph
38.A.). As used herein, the term "Base Rent" shall mean the  Base
Rent  specified in the Basic Lease Information as it  may  be  so
adjusted from time to time.

B.   Additional Rent.  All monies other than Base Rent required
to be paid by Tenant hereunder, including, but not limited to,
Tenant's Proportionate Share of Operating Expenses, as specified
in Paragraph 7 of this Lease, the interest and late charge
described in Paragraphs 26.C. and D., and any monies spent by
Landlord pursuant to Paragraph 30, shall be considered additional
rent ("Additional Rent").  "Rent" shall mean Base Rent and
Additional Rent.

                     7.   OPERATING EXPENSES
                                
A.   Operating Expenses.    In addition to the Base Rent required
to  be  paid  hereunder,  Tenant shall pay  as  Additional  Rent,
Tenant's  Proportionate  Share, as defined  in  the  Basic  Lease
Information, of Operating Expenses (defined below) in the  manner
set  forth  below.   Tenant  shall pay  the  applicable  Tenant's
Proportionate  Share of each such Operating  Expenses.   Landlord
and  Tenant  acknowledge that if the number  of  buildings  which
constitute  the  Project increases or decreases,  Landlord  shall
reasonably adjust Tenant's Proportionate Share of the Project  to
reflect   the  change.   Landlord's  determination  of   Tenant's
Proportionate Share of the Building and of the Project  shall  be
conclusive so long as it is reasonably and consistently  applied.
"Operating Expenses" shall mean all expenses and costs  of  every
kind  and nature which Landlord shall pay or become obligated  to
pay,  because of or in connection with the ownership, management,
maintenance,  repair, preservation, replacement and operation  of
the  Building  or  Project  and  its  supporting  facilities  (as
determined in a reasonable manner) other than those expenses  and
costs which are specifically attributable to Tenant or which  are
expressly made the financial responsibility of Landlord  pursuant
to  this  Lease.  Operating Expenses shall include, but  are  not
limited to, the following:

(1)  Taxes.   All real property taxes and assessments, possessory
interest taxes, sales taxes, personal property taxes, business or
license taxes or fees, gross receipts taxes, service payments  in
lieu  of  such taxes or fees, annual or periodic license  or  use
fees,  excises,  transit charges, and other impositions,  general
and  special, ordinary and extraordinary, unforeseen as  well  as
foreseen of any kind (including fees "in-lieu" of any such tax or
assessment) which are now or hereafter assessed, levied, charged,
confirmed,  or imposed by any public authority upon the  Building
or  Project,  its  operations or the  Rent  (or  any  portion  or
component  thereof), or any tax, assessment  or  fee  imposed  in
substitutions,  partially  or  totally,  of  any  of  the  above.
Operating Expenses shall also include any taxes, assessments,  or
other  fees  or  impositions  with respect  to  the  development,
leasing,  management,  maintenance, alteration,  repair,  use  or
occupancy  by Tenant of the Premises or any portion  thereof,  or
upon this transaction or any document creating or transferring an
interest  in  the Premises.  In the event that it  shall  not  be
lawful  for Tenant to reimburse Landlord for all or any  part  of
such  taxes,  the monthly rental payable to Landlord  

<PAGE>

under  this Lease  shall be revised to net Landlord the same net rental 
after imposition  of  any  such taxes by Landlord as  would  have  been
payable to Landlord prior to the payment of any such taxes.

(2)  Insurance.  All insurance premiums and costs, including, but
not limited to, any deductible amounts, premiums and other costs
of insurance incurred by Landlord, including for the insurance
coverage set forth in Paragraph 8.A. herein.

(3)  Common Area Maintenance
(a)  Repairs, replacements, and general maintenance of and for
the Building and Project and public and common areas of the
Building and Project, including, but not limited to, the roof,
pest extermination, landscaped areas, parking and service areas,
driveways, truck staging areas, rail spur areas, fire sprinkler
systems, sanitary and storm sewer lines, utility services,
electric and telephone equipment and wiring servicing, exterior
lighting, and any other items or areas which affect the operation
or exterior appearance of the Building or Project, which
determination shall be at Landlord's discretion, except for:
those items expressly made the financial responsibility of
Landlord pursuant to Paragraph 10 hereof, those items to the
extent paid for by the proceeds of insurance; and those items
attributable solely or jointly to specific tenants of the
Building or Project.

(b)  Repairs, replacements, and general maintenance shall include
the cost of any capital improvements made to or capital assets
acquired for the Project or Building that in Landlord's
discretion may reduce any other Operating Expenses, including
present or future repair work, are reasonably necessary for the
health and safety of the occupants of the Building or Project, or
are required under any governmental law or regulation, such costs
or allocable portions thereof to be amortized over such
reasonable period as Landlord shall determine, together with
interest on the unamortized balance at the "prime rate" charged
by Wells Fargo Bank, N.A. (San Francisco) or its successor at the
time such improvements or capital assets are constructed or
acquired, plus two (2) percentage points, but in no event more
than the maximum rate permitted by law.

(c)  Payment under or for any easement, license, permit,
operating agreement, declaration, restrictive covenant or
instrument relating to the Building or Project.

(d)  All expenses related to services and costs of supplies and
equipment used in maintaining the Premises, Building and Project
the equipment therein and the adjacent sidewalks, driveways,
parking and service areas, including, without limitation,
expenses related to service agreements regarding security and
fire and other alarm systems, janitorial services to the extent
not addressed in Paragraph 11 hereof, window cleaning, elevator
maintenance, Building exterior maintenance, landscaping and
expenses related to the administration, management and operation
of the Project, including without limitation salaries, wages and
benefits.

(4)  Utilities.  The cost of supplying any utilities which
benefit all or a portion of the Premises, Building or Project  to
the extent not addressed in Paragraph 15 hereof.

(5)  Management Fee.  A management and accounting cost recovery
fee equal to three percent (3%) of the sum of Base Rent and
Tenant's Proportionate Share of Operating Expenses.

     In  the event that the Building and/or Project is not  fully
occupied  during  any fiscal year of the Term  as  determined  by
Landlord,  an adjustment shall be made in computing the Operating
Expenses  for such year so that Tenant pays an equitable  portion
of  all variable items (i.e. component expenses that are affected
by  variations  in  occupancy levels) of Operating  Expenses,  as
reasonably determined by 

<PAGE>

Landlord;      provided,       however,     that     in        no
event  shall  Landlord be entitled to collect in  excess  of  one
hundred  percent (100%) of the total Operating Expenses from  all
of the tenants in the Building or Project as the case may be.

     Operating Expenses shall not include specific costs incurred
for  the  account of, separately billed to and paid  by  specific
tenants.  Notwithstanding anything herein to the contrary, in any
instance  wherein Landlord, in Landlord's sole discretion,  deems
Tenant  to  be responsible for any amounts greater than  Tenant's
Proportionate  Share, Landlord shall have the right  to  allocate
costs in any manner Landlord deems appropriate.

     The  above enumeration of services and facilities shall  not
be  deemed  to impose an obligation on Landlord to make available
or  provide  such  services or facilities except  to  the  extent
Landlord has specifically agreed elsewhere in this Lease to  make
the  same  available or provide the same.  Without  limiting  the
generality of the foregoing, Tenant acknowledges and agrees  that
it  shall be responsible for providing adequate security for  its
use  of the Premises and Project and that Landlord shall have  no
obligation  or  liability with respect  thereto,  except  to  the
extent  Landlord has specifically agreed elsewhere in this  Lease
to provide the same.

B.    Payment  of  Estimated  Operating  Expenses.     "Estimated
Operating Expenses" for any particular year shall mean Landlord's
estimate of the Operating Expenses for such fiscal year made with
respect  to  such fiscal year as hereinafter provided.   Landlord
shall have the right from time to time to revise its fiscal  year
and  interim  accounting periods so long as  the  periods  as  so
revised are reconciled with prior periods in a reasonable manner.
During the last month of each fiscal year during the Term, or  as
soon  thereafter  as  practicable.  Landlord  shall  give  Tenant
written  notice  of  the  Estimated Operating  Expenses  for  the
ensuing  fiscal  year.   Tenant shall pay Tenant's  Proportionate
Share  of  the Estimated Operating Expenses with installments  of
Base  Rent  for the fiscal year to which the Estimated  Operating
Expenses applies in monthly installments on the first day of each
calendar  month  during such year, in advance.  If  at  any  time
during  the  course of the fiscal year, Landlord determines  that
Operating  Expenses are projected to vary from the then Estimated
Operating Expenses by more than ten percent (10%), Landlord  may,
by  written  notice  to  Tenant, revise the  Estimated  Operating
Expenses  for  the  balance  of such fiscal  year,  and  Tenant's
monthly  installments for the remainder of  such  year  shall  be
adjusted  so that by the end of such fiscal year Tenant has  paid
to Landlord Tenant's Proportionate Share of the revised Estimated
Operating Expenses for such year.

C.   Computation of Operating Expense Adjustment. "Operating
Expense Adjustment" shall mean the difference between Estimated
Operating Expenses and actual Operating Expenses for any fiscal
year determined as hereinafter provided.  Within one hundred
twenty (120) days after the end of each fiscal year, as
determined by Landlord, or as soon thereafter as practicable,
Landlord shall deliver to Tenant a statement of actual Operating
Expenses for the fiscal year just ended, accompanied by a
computation of Operating Expenses Adjustment.  If such statement
shows that Tenant's payment based upon Estimated Operating
Expenses is less than Tenant's Proportionate Share of Operating
Expenses, then Tenant shall pay to Landlord the difference within
twenty (20) days after receipt of such statement.  If such
statement shows that Tenant's payments of Estimated Operating
Expenses exceed Tenant's Proportionate Share of Operating
Expenses, then (provided that Tenant is not in default under this
Lease) Landlord shall pay to Tenant the difference within twenty
(20) days after delivery of such statement to Tenant.  If this
Lease has been terminated or the Term hereof has expired prior to
the date of such statement, then the Operating Expense Adjustment
shall be paid by the appropriate party within twenty (20) days
after the date of delivery of the statement.  Should this Lease
commence or terminate at any time other than the first day of the
fiscal year, Tenant's Proportionate 

<PAGE>

Share of the Operating Expense Adjustment shall be prorated by reference 
to the exact number of calendar days during such fiscal year that this 
Lease is in effect.

D.   Net Lease.  This shall be a triple net Lease and Base Rent
shall be paid to Landlord absolutely net of all costs and
expenses, except as specifically provided to the contrary in this
Lease.  The provisions for payment of Operating Expenses and the
Operating Expense Adjustment are intended to pass on to Tenant
and reimburse Landlord for all costs and expenses of the nature
described in Paragraph 7.A. incurred in connection with the
ownership, management, maintenance, repair, preservation,
replacement and operation of the Building and/or Project and such
additional facilities now and in subsequent years as may be
determined by Landlord to be necessary to the Building and/or
Project.

E.   Tenant Audit.  In the event that Tenant shall dispute the
amount set forth in any statement provided by Landlord under
Paragraph 7.B. or 7.C. above, Tenant shall have the right, not
later than twenty (20) days following receipt of such statement
and upon the condition that Tenant shall first deposit with
Landlord the full amount in dispute, to cause Landlord's books
and records with respect to Operating Expenses for such fiscal
year to be audited by certified public accountants selected by
Tenant and subject to Landlord's reasonable right of approval.
The Operating Expense Adjustment shall be appropriately adjusted
on the basis of such audit.  If such audit discloses a liability
for a refund in excess of ten percent (10%) of Tenant's
Proportionate Share of the Operating Expense Adjustment
previously reported, the cost of such audit shall be borne by
Landlord; otherwise the cost of such audit shall be paid by
Tenant.  If Tenant shall not request an audit in accordance with
the provisions of this Paragraph 7.E. within twenty (20) days
after receipt of Landlord's statement provided pursuant to
Paragraph 7.B. or 7.C., such statement shall be final and binding
for all purposes hereof

               8.   INSURANCE AND INDEMNIFICATION
                                
       A.   Landlord's Insurance.  All insurance maintained by Landlord
shall  be  for the sole benefit of Landlord and under  Landlord's
sole control.

(1)  Property Insurance.  Landlord agrees to maintain property
insurance insuring the Building against damage or destruction due
to  risks including fire, vandalism, and malicious mischief in an
amount  not less than the replacement cost thereof, in  the  form
and  with  deductibles and endorsements as selected by  Landlord.
At its election, Landlord may instead obtain "All Risk" coverage,
and may also obtain earthquake, pollution, and/or flood insurance
in amounts selected by Landlord.

(2)  Optional Insurance.  Landlord, at Landlord's option, may
also carry insurance against loss of rent, in an amount equal to
the amount of Base Rent and Additional Rent that Landlord could
be required to abate to all Building tenants in the event of
condemnation or casualty damage for a period of twelve (12)
months.  Landlord may also carry such other insurance as Landlord
may deem prudent or advisable, including, without limitation,
liability insurance in such amounts and on such terms as Landlord
shall determine.  Landlord shall not be obligated to insure any
furniture, machinery, goods, inventory or supplies, or other
personal property or fixtures which Tenant may keep or maintain
in the Premises, or any leasehold improvements, additions or
alterations within the Premises.

       B.   Tenant's Insurance.

(1)  Property Insurance.  Tenant shall procure at Tenant's sole
cost  and expense and keep in effect from the date of this  Lease
and  at  all  times until the end of the Term, insurance  on  all
personal  property  and fixtures of Tenant and all  improvements,
additions     or     alterations 

<PAGE>

made   by   or   for   Tenant    to   the   Premises   on
an  "All  Risk"  basis,  insuring  such  property  for  the  full
replacement value of such property.

(2)  Liability Insurance.  Tenant shall procure at Tenant's sole
cost and expense and keep in effect from the date of this Lease
and at all times until the end of the Term Commercial General
Liability insurance applying to the use and occupancy of the
Premises and the Project, and any part of either, and any areas
adjacent thereto, and the business operated by Tenant or by any
other occupant of the Premises.  Such insurance shall include
Broad Form Contractual Liability insurance coverage insuring all
of Tenant's indemnity obligations under this Lease.  Such
coverage shall have a minimum combined single limit of liability
of at least Two Million Dollars ($2,000,000.00), and a minimum
general aggregate limit of Three Million Dollars ($3,000,000.00),
with an "Additional Insured - Managers or Lessors of Premises
Endorsement" and the "Amendment of the Pollution Exclusion
Endorsement."  All such policies shall be written to apply to all
bodily injury, property damage or loss, personal injury and other
covered loss, however occasioned, occurring during the policy
term, shall be endorsed to add Landlord and any party holding an
interest to which this Lease may be subordinated as an additional
insured, and shall provide that such coverage shall be "primary"
and non-contributing with any insurance maintained by Landlord,
which shall be excess insurance only.  Such coverage shall also
contain endorsements: (i) deleting any employee exclusion on
personal injury coverage; (ii) including employees as additional
insureds; and (iii) providing for coverage of employer's
automobile non-ownership liability.  All such insurance shall
provide for the severability of interests of insureds; and shall
be written on an "occurrence" basis, which shall afford coverage
for all claims based on acts, omissions, injury and damage, which
occurred or arose (or the onset of which occurred or arose) in
whole or in part during the policy period.  Tenant shall also
procure at Tenant's sole cost and expense and keep in effect
during the Term of this Lease, Legal Liability Insurance covering
direct physical damage and loss of use of the Building for which
Tenant is legally obligated in an amount of the full replacement
value of the Building.

(3)  Workers' Compensation and Employers' Liability Insurance.
Tenant shall carry Workers' Compensation Insurance as required by
any Regulation, throughout the Term at Tenant's sole cost and
expense.  Tenant shall also carry Employers' Liability Insurance
in amounts not less than One Million Dollars ($1,000,000) each
accident for bodily injury by accident; One Million Dollars
($1,000,000) policy limit for bodily injury by disease; and One
Million Dollars ($1,000,000) each employee for bodily injury by
disease, throughout the Term at Tenant's sole cost and expense.

(4)  Commercial Auto Liability Insurance.  Tenant shall procure
at Tenant's sole cost and expense and keep in effect from the
date of this Lease and at all times until the end of the Term
commercial auto liability insurance with a combined limit of not
less than One Million Dollars ($1,000,000) for bodily injury and
property damage for each accident.  Such insurance shall cover
liability relating to any auto (including owned, hired and non-
owned autos).

(5)  General Insurance Requirements.  All coverages described in
this Paragraph 8.B. shall be endorsed to (i) provide Landlord
with thirty (30) days' notice of cancellation or change in terms;
and (ii) waive all rights of subrogation by the insurance carrier
against Landlord.  If at any time during the Term the amount or
coverage of insurance which Tenant is required to carry under
this Paragraph 8.B. is, in Landlord's reasonable judgment,
materially less than the amount or type of insurance coverage
typically carried by owners or tenants of properties located in
the general area in which the Premises are located which are
similar to and operated for similar purposes as the Premises or
if Tenant's use of the Premises should change with or without
Landlord's consent, Landlord shall have the right to require
Tenant to increase the amount or change the types of insurance
coverage required under this Paragraph 8.B.  All insurance
policies required to be carried under this Lease shall be written


<PAGE>

by companies rated A VIII or better in "Best's Insurance Guide"
and authorized to do business in the State of California.  In any
event deductible amounts shall not exceed Five Thousand Dollars
($5,000.00).  Tenant shall deliver to Landlord on or before the
Term Commencement Date, and thereafter at least thirty (30) days
before the expiration dates of the expired Policies, certified
copies of Tenant's insurance policies, or a certificate
evidencing the same issued by the insurer thereunder; and, in the
event Tenant shall fail to procure such insurance, or to deliver
such policies or certificates, Landlord may, at Landlord's option
and in addition to Landlord's other remedies in the event of a
default by Tenant hereunder, procure the same for the account of
Tenant, and the cost thereof shall be paid to Landlord as
Additional Rent.

(6)  Indemnification.  Landlord shall indemnify, defend by
counsel reasonably acceptable to Tenant, protect and hold Tenant
harmless from and against any and all claims, liabilities,
losses, costs, damages, injuries or expenses, including
reasonable attorneys' fees and court costs, arising out of or
related to the sole negligence or willful misconduct of Landlord.
Notwithstanding the foregoing or anything to the contrary
contained in this Lease, Landlord shall in no event be liable and
Tenant hereby waives all claims against Landlord for any loss,
damage, injury or death to or of any person or property
(including without limitation personal property) caused by theft,
fire, rain or water leakage, or from the breakage, leakage,
obstruction or other defects of pipes, fire sprinklers, wires,
appliances, plumbing, HVAC or lighting fixtures, electrical or
other systems, or by acts of God (including without limitation
flood or earthquake), acts of a public enemy, riot, strike,
insurrection, war, court order. requisition or order of
governmental body or authority or for any damage or inconvenience
which may arise through repair, except as expressly otherwise
provided in Paragraph 10, regardless of Landlord's negligence or
misconduct.  In addition, Landlord shall in no event be liable
for injury to Tenant's business or any loss of income or profit
therefrom or for consequential damages, regardless of Landlord's
negligence or misconduct.  Tenant shall indemnify, defend by
counsel reasonably acceptable to Landlord, protect and hold
Landlord harmless from and against any and all claims,
liabilities, losses, costs, loss of rents, liens, damages,
injuries or expenses, including reasonable attorneys' fees and
court costs, arising out of or related to: (1) claims of injury
to or death of persons or damage to property occurring or
resulting directly or indirectly from the use or occupancy of the
premises by Tenant or Tenant's Parties, or from activities of
Tenant or Tenant's Parties; (2) claims arising from work or labor
performed, or for materials or supplies furnished to or at the
request of Tenant in connection with performance of any work done
for the account of Tenant within the Premises or Project; (3)
claims arising from any breach or default on the part of Tenant
in the performance of any covenant contained in this Lease; and
(4) claims arising from the negligence or intentional acts or
omissions of Tenant or Tenant's Parties.  The foregoing indemnity
by Tenant shall not be applicable to claims to the extent arising
from the sole negligence or willful misconduct of Landlord.  The
provisions of this Paragraph shall survive the expiration or
earlier termination of this Lease.


                   9.   WAIVER OF SUBROGATION
                                
     To  the  extent  permitted by law and without affecting  the
coverage provided by insurance to be maintained hereunder or  any
other  rights  or remedies, Landlord and Tenant  each  waive  any
right to recover against the other for: (a) damages for injury to
or  death of persons; (b) damages to property, including personal
property;  (c) damages to the Premises or any part  thereof;  and
(d)  claims  arising by reason of the foregoing  due  to  hazards
covered   by  insurance  to  the  extent  of  proceeds  recovered
therefrom.  This provision is intended to waive fully, any rights
and/or claims arising by reason of the foregoing, but only to the
extent  that any of the foregoing damages and/or claims  referred
to above are covered, and only to the extent of such coverage, by
insurance  actually carried by either Landlord or  Tenant.   This
provision is also intended to waive fully, and for the benefit of
each  party, any rights and/or claims which might give rise to  a
right  of subrogation on any insurance carrier.  Subject  to  all


<PAGE>

qualifications of this Paragraph 9, Landlord waives its rights as
specified in this Paragraph 9 with respect to any subtenant  that
it has approved pursuant to Paragraph 21 but only in exchange for
the  written waiver of such rights to be given by such  subtenant
to  Landlord.   Each  party  shall cause  each  insurance  policy
obtained  by it to provide that the insurance company waives  all
right  of recovery by way of subrogation against either party  in
connection with any damage covered by any policy.

             10.  LANDLORD'S REPAIRS AND MAINTENANCE
                                
     Landlord  shall  at  Landlord's  expense  maintain  in  good
repair,   reasonable  wear  and  tear  excepted,  the  structural
soundness  of  the roof, foundations, and exterior walls  of  the
Building.   The  term "exterior walls" as used herein  shall  not
include  windows, glass or plate glass, doors,  dock  bumpers  or
dock  plates, special store fronts or office entries.  Any damage
caused  by  or  repairs  necessitated by any  act  of  Tenant  or
Tenant's Parties may be repaired by Landlord at Landlord's option
and  Tenant's  expense.  Tenant shall immediately  give  Landlord
written  notice  of  any  defect  or  need  of  repairs  in  such
components  of  the Building after which Landlord  shall  have  a
reasonable opportunity and the right to enter the Premises at all
reasonable  times  to  repair same.   Landlord's  liability  with
respect  to  any  defects,  repairs,  or  maintenance  for  which
Landlord is responsible under any of the provisions of this Lease
shall be limited to the cost of such repairs or maintenance,  and
there  shall be no abatement of rent and no liability of Landlord
by reason of any injury to or interference with Tenant's business
arising  from  the making of repairs, alterations or improvements
in  or  to any portion of the Premises or Project or to fixtures,
appurtenances or equipment in the Building, except as provided in
Paragraph  24.   By  taking possession of  the  Premises,  Tenant
accepts them as being in good order, condition and repair and the
condition in which Landlord is obligated to deliver them.

              11.  TENANT'S REPAIRS AND MAINTENANCE
                                
     Tenant  shall  at  all  times during the  Term  at  Tenant's
expense  maintain  all parts of the Premises  in  a  first-class,
good,  clean and secure condition and promptly make all necessary
repairs  and  replacements, as determined by Landlord,  including
but  not  limited to, all windows, glass, doors, walls, including
demising  walls,  and wall finishes, floors and  floor  covering,
heating,  ventilating  and  air  conditioning  systems,   ceiling
insulation, truck doors, hardware, dock bumpers, dock plates  and
revelers,  plumbing  work  and  fixtures,  downspouts,   entries,
skylights,  smoke  hatches, roof vents, electrical  and  lighting
systems,  and fire sprinklers, with materials and workmanship  of
the  same  character, kind and quality as the  original.   Tenant
shall  at Tenant's expense also perform regular removal of  trash
and  debris.  If Tenant uses rail and if required by the railroad
company,  Tenant  agrees  to sign a joint  maintenance  agreement
governing  the  use of the rail spur, if any.  Tenant  shall,  at
Tenant's   own   expense,  enter  into  a   regularly   scheduled
preventative  maintenance/service  contract  with  a  maintenance
contractor  for  servicing  all  hot  water,  heating   and   air
conditioning  systems  and  equipment  within  or   serving   the
Premises.   The maintenance contractor and the contract  must  be
approved  by  Landlord.  The service contract  must  include  all
services  suggested  by  the  equipment  within  or  serving  the
Premises.   The maintenance contractor and the contract  must  be
approved  by  Landlord.  The service contract  must  include  all
services  suggested  by  the equipment  manufacturer  within  the
operation/maintenance manual and must become effective and a copy
thereof  delivered to Landlord within thirty (30) days after  the
Term  Commencement  Date.  Landlord may, upon notice  to  Tenant,
enter into such a service contract on behalf of Tenant or perform
the  work and in either case charge Tenant the cost thereof along
with    a    reasonable    amount   for   Landlord's    overhead.
Notwithstanding anything to the contrary contained herein, Tenant
shall, at its expense, promptly repair any damage to the Premises
or the Building or Project resulting from or caused by any act of
Tenant or Tenant's Parties.


<PAGE>


                        12.  ALTERATIONS
                                
       A.   Tenant shall not make, or allow to be made, any alterations,
physical additions, improvements or partitions, including without
limitation the attachment of any fixtures or equipment, in, about
or  to  the Premises ("Alterations") without obtaining the  prior
written  consent  of  Landlord,  which  consent  shall   not   be
unreasonably withheld with respect to proposed Alterations which:
(a)   comply  with  all  applicable  Regulations;  (b)  are,   in
Landlord's   opinion,  compatible  with  the  Project   and   its
mechanical,    plumbing,    electrical    heating/ventilation/air
conditioning systems; and (c) will not interfere with the use and
occupancy of any other portion of the Building or Project by  any
other tenant or its invitees.  Specifically, but without limiting
the generality of the foregoing, Landlord shall have the right of
written consent for all plans and specifications for the proposed
Alterations,  construction  means and  methods,  all  appropriate
permits  and  licenses,  any contractor or  subcontractor  to  be
employed on the work of Alterations, and the time for performance
of   such  work,  and  may  impose  rules  and  regulations   for
contractors  and  subcontractors performing  such  work.   Tenant
shall  also  supply  to  Landlord any documents  and  information
reasonably  requested by Landlord in connection  with  Landlord's
consideration of a request for approval hereunder.  Tenant  shall
cause  all Alterations to be accomplished in a first-class,  good
and  workmanlike  manner,  and  to  comply  with  all  applicable
Regulations.  Tenant shall at Tenant's sole expense, perform  any
additional work required under applicable Regulations due to  the
Alterations  hereunder.  No consent by Landlord to  any  proposed
Alteration  or  additional  work shall  constitute  a  waiver  of
Tenant's  obligations  under  this Paragraph  12.   Tenant  shall
reimburse  Landlord  for all costs which Landlord  may  incur  in
connection  with  granting  approval  to  Tenant  for  any   such
Alterations,  including any costs or expenses which Landlord  may
incur in electing to have outside architects and engineers review
said plans and specifications.  All such Alterations shall remain
the   property  of  Tenant  until  the  expiration   or   earlier
termination of this Lease, at which time they shall be and become
the  property  of  Landlord  if  Landlord  so  elects;  provided,
however,  that Landlord may, at Landlord's option,  require  that
Tenant,  at Tenant's expense, remove any or all Alterations  made
by  Tenant and restore the Premises by the expiration or  earlier
termination of this Lease, to their condition existing  prior  to
the  construction of any such Alterations.  All such removals and
restoration  shall  be  accomplished in a  good  and  workmanlike
manner  so as not to cause any damage to the Premises or  Project
whatsoever.   If  Tenant  fails to  remove  such  Alterations  or
Tenant's trade fixtures or furniture, Landlord may keep  and  use
them or remove any of them and cause them to be stored or sold in
accordance  with  applicable law, at Tenant's sole  expense.   In
addition  to  and  wholly apart from Tenant's obligation  to  pay
Tenant's Proportionate Share of Operating Expenses, Tenant  shall
be  responsible for and shall pay prior to delinquency any  taxes
or  governmental service fees, possessory interest taxes, fees or
charges  in  lieu  of any such taxes, capital  levies,  or  other
charges  imposed upon, levied with respect to or assessed against
its  personal  property, on the value of Alterations  within  the
Premises, and on Tenant's interest pursuant to this Lease, or any
increase  in any of the foregoing based on such Alterations.   To
the  extent  that any such taxes are not separately  assessed  or
billed to Tenant, Tenant shall pay the amount thereof as invoiced
to Tenant by Landlord.

B.   In compliance with Paragraph 27 hereof, at least ten (10)
business days before beginning construction of any Alteration,
Tenant shall give Landlord written notice of the expected
commencement date of that construction to permit Landlord to post
and record a notice of non-responsibility.  Upon substantial
completion of construction, Tenant shall cause a timely notice of
completion to be recorded in the office of the recorder of the
county in which the Building is located.

                           13.  SIGNS
                                
     All  signs, notices and graphics of every kind or character,
visible in or from public view or corridors, the common areas  or
the  exterior  of  the Premises, shall be subject  to  Landlord's
prior  written 

<PAGE>

approval, which Landlord shall have the  right  to
withhold  in its absolute and sole discretion.  Tenant shall  not
place  or maintain any banners whatsoever or any window decor  in
or  on  any  exterior window or window fronting upon  any  common
areas  or  service  area or upon any truck  doors  or  man  doors
without  Landlord's prior written approval which  Landlord  shall
have  the  right to withhold in its absolute and sole discretion.
Any installation of signs or graphics on or about the Premises or
Project  shall  be subject to any Regulations and  to  any  other
requirements imposed by Landlord.  Tenant shall remove  all  such
signs  or  graphics  by  the termination  of  this  Lease.   Such
installations  and removals shall be made in such  manner  as  to
avoid  injury  to  or  defacement of the  Premises,  Building  or
Project and any other improvements contained therein, and  Tenant
shall   repair   any  injury  or  defacement  including   without
limitation discoloration caused by such installation or removal.

                 14.  INSPECTION/POSTING NOTICES
                                
     After reasonable notice, except in emergencies where no such
notice  shall  be  required, Landlord and Landlord's  agents  and
representatives, shall have the right to enter  the  Premises  to
inspect  the  same,  to clean, to perform such  work  as  may  be
permitted  or required hereunder, to make repairs or  alterations
to  the Premises or Project or to other tenant spaces therein, to
deal  with  emergencies, to post such notices as may be permitted
or  required  by law to prevent the perfection of  liens  against
Landlord's interest in the Project or to exhibit the Premises  to
prospective  tenants, purchasers, encumbrances or to  others,  or
for  any other purpose as Landlord may be necessary or desirable;
provided, however, that Landlord shall use reasonable efforts not
to  unreasonably  interfere  with Tenant's  business  operations.
Tenant  shall not be entitled to any abatement of Rent by  reason
of  the  exercise of any such right of entry.  At any time within
six  (6)  months prior to the expiration of the Term or following
any  earlier termination of this Lease or agreement to  terminate
this  Lease,  Landlord  shall have the  right  to  erect  on  the
Premises  and/or  Project  a suitable sign  indicating  that  the
Premises are available for lease.

                         15.  UTILITIES
                                
     Tenant  shall  pay directly for all water,  gas,  heat,  air
conditioning,  light, power, telephone, sewer, sprinkler  charges
and  other  utilities and services used on or from the  Premises,
together  with  any  taxes, penalties,  surcharges  or  the  like
pertaining  thereto, and maintenance charges  for  utilities  and
shall  furnish all electric light bulbs, ballasts and tubes.   If
any  such  services are not separately metered to Tenant,  Tenant
shall pay a proportion, as determined by Landlord, of all charges
jointly serving other promises.  Landlord shall not be liable for
any  damages directly or indirectly resulting from nor shall  the
Rent or any monies owed Landlord under this Lease herein reserved
be abated by reason of: (a) the installation, use or interruption
of use of any equipment used in connection with the furnishing of
any  such  utilities or services; (b) the failure to  furnish  or
delay  in  furnishing any such utilities or  services  when  such
failure or delay is caused by acts of God or the elements,  labor
disturbances  of any character, or any other accidents  or  other
conditions beyond the reasonable control of Landlord; or (c)  the
limitation,  curtailment,  rationing or  restriction  on  use  of
water, electricity, gas or any other form of energy or any  other
service  or  utility whatsoever serving the Premises or  Project.
Landlord  shall  be entitled to cooperate voluntarily  and  in  a
reasonable  manner with the efforts of national, state  or  local
governmental agencies or utility suppliers in reducing energy  or
other  resource  consumption.  The obligation  to  make  services
available  hereunder shall be subject to the limitations  of  any
such voluntary, reasonable program.

                       16.  SUBORDINATION
                                
     Without  the  necessity  of  any additional  document  being
executed  by Tenant for the purpose of effecting a subordination,
the  Lease shall be subject and subordinate at all times to:  (a)
all  ground  leases 

<PAGE>

or  underlying  leases  which  may  now   exist   or
hereafter be executed affecting the Premises and/or the land upon
which the Premises and Project are situated, or both; and (b) any
mortgage  or deed of trust which may now exist or be placed  upon
the Building, the Project and/or the land upon which the Premises
or  the Project are situated, or said ground leases or underlying
leases,  or  Landlord's interest or estate in any of  said  items
which  is  specified as security.  Notwithstanding the foregoing,
Landlord  shall  have the right to subordinate  or  cause  to  be
subordinated any such ground leases or underlying leases  or  any
such liens to this Lease.  In the event that any ground lease  or
underlying  lease terminates for any reason or  any  mortgage  or
deed  of  trust  is  foreclosed  or  a  conveyance  in  lieu   of
foreclosure is made for any reason, Tenant shall, notwithstanding
any  subordination,  attorn  to and  become  the  Tenant  of  the
successor  in  interest  to Landlord  and  Tenant  shall  not  be
disturbed in its possession under this Lease by such successor in
interest  so  long as Tenant is not in default under this  Lease.
Within  ten  (10)  days after request by Landlord,  Tenant  shall
execute  and deliver any additional documents evidencing Tenant's
attornment or the subordination of this Lease with respect to any
such  ground leases or underlying leases or any such mortgage  or
deed of trust, in the form requested by Landlord or by any ground
landlord, mortgagee, or beneficiary under a deed of trust subject
to such nondisturbance requirement.

                    17.  FINANCIAL STATEMENTS
                                
     At  the request of Landlord from time to time, Tenant  shall
provide   to  Landlord  Tenant's  and  any  guarantor's   current
financial  statements  or other information discussing  financial
worth  of  Tenant  and any guarantor, which  Landlord  shall  use
solely  for  purposes  of this Lease and in connection  with  the
ownership, management financing and disposition of the Project.

                    18.  ESTOPPEL CERTIFICATE
                                
     Tenant agrees from time to time, within ten (10) days  after
request  of  Landlord,  to  deliver to  Landlord,  or  Landlord's
designee, an estoppel certificate stating that this Lease  is  in
full force and effect, that this Lease has not been modified  (or
stating  all modifications, written or oral, to this Lease),  the
date  to which Rent has been paid, the unexpired portion of  this
Lease,  that there are no current defaults by Landlord or  Tenant
under  this  Lease  (or specifying any such defaults),  and  such
other  matters  pertaining to this Lease  as  may  be  reasonably
requested by Landlord.  Failure by Tenant to execute and  deliver
such  certificate shall constitute an acceptance of the  Premises
and  acknowledgment  by Tenant that the statements  included  are
true and correct without exception.  Tenant agrees that if Tenant
fails  to  execute and deliver such certificate within  such  ten
(10)   day   period,  Landlord  may  execute  and  deliver   such
certificate on Tenant's behalf and that such certificate shall be
binding on Tenant.  Landlord and Tenant intend that any statement
delivered  pursuant to this Paragraph may be relied upon  by  any
mortgagee, beneficiary, purchaser or prospective purchaser of the
Project or any interest therein.  The parties agree that Tenant's
obligation  to  furnish such estoppel certificates  in  a  timely
fashion is a material inducement for Landlord's execution of  the
Lease, and shall be an event of default if Tenant fails to  fully
comply   or   makes  any  material  misstatement  in   any   such
certificate.

                      19.  SECURITY DEPOSIT
                                
     Tenant  agrees  to deposit with Landlord upon  execution  of
this  Lease,  a  Security Deposit as stated in  the  Basic  Lease
Information,  which  sum  shall  be  held  by  Landlord,  without
obligation  to  pay interest as security for the  performance  of
Tenant's  covenants  and  obligations  under  this  Lease.    The
Security Deposit is not an advance rental deposit or a measure of
damages  incurred by Landlord in case of Tenant's default.   Upon
the  occurrence  of any event of default by Tenant  Landlord  may
from time to time, without prejudice to any other remedy provided
herein  or provided by law, use such fund to the extent necessary
to  make  good  any  arrears of Rent or  other  payments  due  to
Landlord  hereunder,  and any 

<PAGE>

other   damage,    injury,    expense    or
liability  caused by such event of default, and Tenant shall  pay
to Landlord, on demand, the amount so applied in order to restore
the  Security  Deposit  to  its original  amount.   Although  the
Security  Deposit shall be deemed the property of  Landlord,  any
remaining  balance of such deposit shall be returned by  Landlord
to  Tenant at such time after termination of this Lease that  all
of  Tenant's  obligations under this Lease have  been  fulfilled.
Landlord  may use and commingle the Security Deposit  with  other
funds of Landlord.

                     20.  TENANT'S REMEDIES
                                
     The  obligations and liability of Landlord to Tenant for any
default  by  Landlord  under the terms  of  this  Lease  are  not
personal  obligations of Landlord or of the individual  or  other
partners  of  Landlord  or  its  or  their  partners,  directors,
officers,  or shareholders, and Tenant agrees to look  solely  to
Landlord's interest in the Project for the recovery of any amount
from Landlord, and shall not look to other assets of Landlord nor
seek  recourse  against  the assets of the  individual  or  other
partners  of  Landlord  or  its  or  their  partners,  directors,
officers or shareholders.  Any lien obtained to enforce any  such
judgment  and any levy of execution thereon shall be subject  and
subordinate  to  any  lien, mortgage or  deed  of  trust  on  the
Project.

                 21.  ASSIGNMENT AND SUBLETTING
                                
A.   (1)  General.   Tenant shall not assign or pledge this Lease
or  sublet  the Premises or any part thereof, whether voluntarily
or  by  operation of law, or permit the use or occupancy  of  the
Premises  or  any  part thereof by anyone other than  Tenant,  or
suffer  or  permit  any  such assignment, pledge,  subleasing  or
occupancy,  without Landlord's prior written  consent  except  as
provided  herein.   If  Tenant desires to assign  this  Lease  or
sublet  any  or  all of the Premises, Tenant shall give  Landlord
written notice (the "Transfer Notice") at least thirty (30)  days
prior   to   the  anticipated  effective  date  of  the  proposed
assignment   or  sublease,  which  shall  contain  all   of   the
information   reasonably  requested  by   Landlord   to   address
Landlord's  decision  criteria specified  hereinafter.   Landlord
shall then have a period of thirty (30) days following receipt of
the  Transfer  Notice to notify Tenant in writing  that  Landlord
elects  either: (1) to terminate this Lease as to  the  space  so
affected as of the date so requested by Tenant; or (2) to consent
to  the  proposed  assignment or sublease, subject,  however,  to
Landlord's  prior  written consent of the  proposed  assignee  or
subtenant  and of any related documents or agreements  associated
with  the  assignment or sublease.  If Landlord  should  fail  to
notify  Tenant  in writing of such election within  said  period,
Landlord  shall  be deemed to have waived option (1)  above,  but
written consent by Landlord of the proposed assignee or subtenant
shall  be  required.   If Landlord does not exercise  option  (1)
above,  Landlord's  consent to a proposed  assignment  or  sublet
shall not be unreasonably withheld.

     (2)  Conditions of Landlord's Consent.  Without limiting the
other  instances  in which it may be reasonable for  Landlord  to
withhold  Landlord's  consent  to an  assignment  or  subletting,
Landlord  and Tenant acknowledge that it shall be reasonable  for
Landlord   to  withhold  Landlord's  consent  in  the   following
instances:  the use of the Premises by such proposed assignee  or
subtenant  would  not  be a Permitted Use or  would  violate  any
exclusivity arrangement which Landlord has with any other  tenant
or occupant or would increase the Parking Density of the Building
or  Project; the proposed assignee or subtenant is not  of  sound
financial condition as determined by Landlord in Landlord's  sole
discretion;  the proposed assignee or subtenant is a governmental
agency; the proposed assignee or subtenant does not have  a  good
reputation  as  a  tenant of property; the proposed  assignee  or
subtenant is a person with whom Landlord is negotiating to  lease
space  in the Project or is a present tenant of the Project;  the
assignment or subletting would entail any Alterations which would
lessen  the value of the leasehold improvements in the  Premises,
or  Tenant  is in default of any obligation of Tenant under  this
Lease,  or Tenant has defaulted under this Lease on three (3)  or
more  occasions during any twelve (12) months preceding the  

<PAGE>

date that Tenant  shall request consent.  Failure by Landlord  to
consent  to  a proposed assignee or subtenant shall not  cause  a
termination  of  this Lease.  Upon a termination under  Paragraph
21.A.  (1),  Landlord  may  lease  the  Premises  to  any  party,
including  parties with whom Tenant has negotiated an  assignment
or  sublease, without incurring any liability to Tenant.  At  the
option  of  Landlord, a surrender and termination of  this  Lease
shall  operate  as  an  assignment to Landlord  of  some  or  all
subleases  or subtenancies.  Landlord shall exercise this  option
by  giving  notice  of that assignment to such subtenants  on  or
before the effective date of the surrender and termination.

B.   Bonus Rent.      Any Rent or other consideration realized by
Tenant  under  any such sublease or assignment in excess  of  the
Rent  payable  hereunder,  after  amortization  of  a  reasonable
brokerage   commission   incurred   by   Tenant   and   leasehold
improvements not to exceed $3.00/rentable square foot,  shall  be
divided  and  paid, ten percent (10%) to Tenant,  ninety  percent
(90%) to Landlord.  In any subletting or assignment undertaken by
Tenant, Tenant shall diligently seek to obtain the maximum rental
amount   available  in  the  marketplace  for  comparable   space
available for primary leasing.

C.   Corporation.  If Tenant is a corporation, a transfer of
corporate shares by sale, assignment, bequest, inheritance,
operation of law or other disposition (including such a transfer
to or by a receiver or trustee in federal or state bankruptcy,
insolvency or other proceedings) resulting in a change in the
present control of such corporation or any of its parent
corporations by the person or persons owning a majority of said
corporate shares, shall constitute an assignment for purposes of
this Lease.

D.   Unincorporated Entity.  If Tenant is a partnership, joint
venture, unincorporated limited liability company or other
unincorporated business form, a transfer of the interest of
persons, firms or entities responsible for managerial control of
Tenant by sale, assignment, bequest, inheritance, operation of
law or other disposition, so as to result in a change in the
present control of said entity and/or a change in the identity of
the persons responsible for the general credit obligations of
said entity shall constitute an assignment for all purposes of
this Lease.

E.   Liability.  No assignment or subletting by Tenant, permitted
or otherwise, shall relieve Tenant of any obligation under this
Lease or alter the primary liability of the Tenant named herein
for the payment of Rent or for the performance of any other
obligations to be performed by Tenant, including obligations
contained in Paragraph 25 with respect to any assignee or
subtenant.  Any assignment or subletting which conflicts with the
provisions hereof shall be void.

                         22.  AUTHORITY
                                
     Landlord represents and warrants that it has full right  and
authority  to  enter  into  this Lease  and  to  perform  all  of
Landlord's  obligations hereunder and that  all  persons  signing
this Lease on its behalf are authorized to do.  Tenant represents
and  warrants that it has full right and authority to enter  into
this  Lease and to perform all of Tenant's obligations  hereunder
and  that  all  persons  signing this Lease  on  its  behalf  are
authorized to do.


                        23.  CONDEMNATION
                                
A.   Condemnation Resulting in Termination.  If the whole or any
substantial part of the Project of which the Premises are a  part
should   be   taken  or  condemned  for  any  public  use   under
governmental law, ordinance or regulation, or by right of eminent
domain,  or  by private purchase in lieu thereof, and the  taking
would  prevent or materially interfere with the Permitted Use  of
the  Premises, this Lease shall terminate and the Rent  shall  be
abated during the unexpired portion of this Lease, effective when
the physical taking of said Premises shall have occurred.

<PAGE>


B.   Condemnation Not Resulting in Termination.  If a portion of
the Project of which the Premises are a part should be taken or
condemned for any public use under governmental law, ordinance or
regulation, or by right of eminent domain, or by private purchase
in lieu thereof, and the taking materially interferes with the
Permitted Use of the Premises, and this Lease is not terminated
as provided in Paragraph 23.A. above, the Rent payable hereunder
during the unexpired portion of the Lease shall be reduced,
beginning on the date when the physical taking shall have
occurred, to such amount as may be fair and reasonable under all
of the circumstances.

C.   Award.  Landlord shall be entitled to any and all payment
income, rent, award or any interest therein whatsoever which may
be paid or made in connection with such taking or conveyance and
Tenant shall have no claim against Landlord or otherwise for the
value of any unexpired portion of this Lease.  Notwithstanding
the foregoing, any compensation specifically and separately
awarded Tenant for Tenant's personal property and moving costs,
shall be and remain the property of Tenant.

D.   Waiver of CCP1265.130.   Each party waives the provisions
of California Civil Code Procedure Section 1265.130 allowing
either party to petition the superior court to terminate this
Lease as a result of a partial taking.

                      24.  CASUALTY DAMAGE
                                
A.   General.    If the Premises or Building should be damaged or
destroyed  by  fire,  tornado, or other  casualty  (collectively,
"Casualty"),  Tenant shall give immediate written notice  thereof
to Landlord.  Within thirty (30) days after Landlord's receipt of
such  notice, Landlord shall notify Tenant whether in  Landlord's
estimation material restoration of the Premises can reasonably be
made either. (1) within ninety (90) days; (2) in more than ninety
(90)  days  but within one hundred eighty (180) days; or  (3)  in
more  than  one hundred eighty (180) days from the date  of  such
notice  and  receipt  of required permits for  such  restoration.
Landlord's determination shall be binding on Tenant.

B.   Within 90 Days.  If the Premises or Building should be
damaged by Casualty to such extent that material restoration can
in Landlord's estimation be reasonably completed within ninety
(90) days after the date of such damage and receipt of required
permits for such restoration, this Lease shall not terminate.
Provided that insurance proceeds are received by Landlord to
fully repair the damage, Landlord shall proceed to rebuild and
repair the Premises in the manner determined by Landlord, except
that Landlord shall not be required to rebuild, repair or replace
any part of the Alterations which may have been placed on or
about the Premises by Tenant.  If the Premises are untenantable
in whole or in part following such damage, the Rent payable
hereunder during the period in which they are untenantable shall
be abated proportionately, but only to the extent of rental
abatement insurance proceeds received by Landlord during the time
and to the extent the Premises are unfit for occupancy.

C.   Greater than 90 Days.  If the Premises or Building should be
damaged by Casualty to such extent that rebuilding or repairs can
in Landlord's estimation be reasonably completed in more than
ninety (90) days but within one hundred eighty (180) days after
the date of such damage and receipt of required permits for such
rebuilding or repair, then Landlord shall have the option of
either: (1) terminating this Lease effective upon the date of the
occurrence of such damage, in which event the Rent shall be
abated during the unexpired portion of this Lease; or (2)
electing to rebuild or repair the Premises in the manner
determined by Landlord.  Notwithstanding the above, Landlord
shall not be required to rebuild, repair or replace any part of
the Alterations which may have been placed, on or about the
Premises by Tenant.  If the Premises are untenantable in whole or
in part following such damage, the Rent payable hereunder during
the period in which they are untenantable shall be abated
proportionately, 

<PAGE>

but   only   to   the   extent   of   rental   abatement
insurance proceeds received by Landlord during the time and to
the extent the Premises are unfit for occupancy.  In the event
that Landlord should fail to complete such repairs and rebuilding
within one hundred eighty (180) days after the date upon which
Landlord is notified by Tenant of such damage and receipt of
required permits, such period of time to be extended for delays
caused by the fault or neglect of Tenant or otherwise by Tenant
or because of acts of God, acts of public agencies, labor
disputes, strikes, fires, freight embargoes, rainy or stormy
weather, inability to obtain materials, supplies or fuels, or
delays of the contractors or subcontractors or any other causes
or contingencies beyond the reasonable control of Landlord,
Tenant may at Tenant's option within ten (10) days after the
expiration of such one hundred eighty (180) day period (as such
may be extended), terminate this Lease by delivering written
notice of termination to Landlord as Tenant's exclusive remedy,
whereupon all rights hereunder shall cease and terminate thirty
(30) days after Landlord's receipt of such termination notice.

D.   Greater than 180 Days.  If the Premises or Building should
be so damaged by Casualty that rebuilding or repairs cannot in
Landlord's estimation be completed one hundred eighty (180) days
after such damage and receipt of required permits for such
rebuilding or repair, this Lease shall terminate and the Rent
shall be abated during the unexpired portion of this Lease,
effective upon the date of the occurrence of such damage.

E.   Tenant's Fault.  Notwithstanding anything herein to the
contrary, if the Premises or any other portion of the Building
are damaged by Casualty resulting from the fault, negligence, or
breach of this Lease by Tenant or any of Tenant's Parties, Base
Rent and Additional 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.

F.   Insurance Proceeds.  Notwithstanding anything herein to the
contrary, in the event that the Premises or Building are damaged
or destroyed and are not fully covered by the insurance proceeds
received by Landlord or in the event that the holder of any
indebtedness secured by a mortgage or deed of trust covering the
Premises requires that the insurance proceeds be applied to such
indebtedness, then in either case Landlord shall have the right
to terminate this Lease by delivering written notice of
termination to Tenant within thirty (30) days after the date of
notice to Landlord that said damage or destruction is not fully
covered by insurance or such requirement is made by any such
holder, as the case may be, whereupon all rights and obligations
hereunder shall cease and terminate.

G.   Waiver.  This Paragraph 24 shall be Tenant's sole and
exclusive remedy in the event of damage or destruction to the
Premises or the Building.  As a material inducement to Landlord
entering into this Lease, Tenant hereby waives any rights it may
have under Sections 1932, 1933(4), 1941 or 1942 of the Civil Code
of California with respect to any destruction of the Premises,
Landlord's obligation for tenantability of the Premises and
Tenant's right to make repairs and deduct the expenses of such
repairs, or under any similar law, statute or ordinance now or
hereafter in effect.

H.   Tenant's Personal Property.  In the event of any damage or
destruction of the Premises or the Building, under no
circumstances shall Landlord be required to repair any injury or
damage to, or make any repairs to or replacements of, Tenant's
personal property.

                        25.  HOLDING OVER
                                
     Unless  Landlord expressly consents in writing  to  Tenant's
holding  over,  Tenant  shall be only  a  Tenant  at  sufferance,
whether or not Landlord accepts any Rent from Tenant or any other
person  while  Tenant is holding over without Landlord's  written
consent If Tenant shall retain possession of the Premises or  any
portion   thereof  without  Landlord's  consent   following   the
expiration  of this Lease or sooner termination for  any  reason,
then  Tenant shall pay to Landlord for each day of such retention
double  the amount of daily rental as of the last month prior  to
the date or expiration or earlier termination.  Tenant shall also
indemnify,  defend, protect and hold Landlord harmless  from  any
loss,  liability  or cost, including reasonable attorneys'  fees,
resulting  from  delay  by Tenant in surrendering  the  Premises,
including,  without limitation, any claims made by the succeeding
tenant  founded  on such delay.  Acceptance of Rent  by  Landlord
following  expiration or earlier termination shall not constitute
a  renewal of this Lease, and nothing contained in this Paragraph
25  shall  waive Landlord's right of reentry or any other  right.
Additionally,  in  the  event  that upon  expiration  or  earlier
termination   of  this  Lease,  Tenant  has  not  fulfilled   its
obligation with respect to repairs and cleanup of the Premises or
any  other  Tenant obligations as set forth in this  Lease,  then
Landlord shall have the right to perform any such obligations  as
it deems necessary at Tenant's sole cost and expense and any time
required  by  Landlord  to  complete such  obligations  shall  be
considered  a  period  of holding over  and  the  terms  of  this
Paragraph  25  shall apply.  The provisions of this paragraph  25
shall  survive  any  expiration or earlier  termination  of  this
Lease.

                          26.  DEFAULT
                                
A.   Events of Default.  The occurrence of any of the following
shall constitute an event of default on the part of Tenant:

(1)  Abandonment.   Abandonment or vacation of the Premises for a
continuous period in excess of five (5) days.  Tenant waives  any
right to notice Tenant may have under Section 1951.3 of the Civil
Code  of  the  State of California, the terms of  this  Paragraph
26.A.  being  deemed such notice to Tenant as  required  by  said
Section 1951.3.

(2)  Nonpayment of Rent.  Failure to pay any installment of Rent
or any other amount due and payable hereunder upon the date when
said payment is due.

(3)  Other Obligations.  Failure to perform any obligation,
agreement or covenant under this Lease other than those matters
specified in subparagraphs (1) and (2) of this Paragraph 26.A.,
such failure continuing for fifteen (15) days after written
notice of such failure.

(4)  General Assignment.  A general assignment by Tenant for the
benefit of creditors.

(5)  Bankruptcy.  The filing of any voluntary petition in
bankruptcy by Tenant, or the filing of an 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 continue to 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
obligations under this Lease.

(6)  Receivership.  The employment of a receiver to take
possession of substantially all of Tenant's assets or the
Premises. if such appointment remains undismissed or undischarged
for a period of ten (10) days after the order therefor.


<PAGE>

(7)  Attachment.  The attachment, execution or other judicial
seizure of all or substantially all of Tenant's assets or the
Premises, if such attachment or other seizure remains undismissed
or undischarged for a period of ten (10) days after the levy
thereof.

       B.   Remedies Upon Default.

(1)  Termination.  In the event of the occurrence of any event of
default,  Landlord  shall  have  the  right  to  give  a  written
termination notice to Tenant, and on the date specified  in  such
notice,  Tenant's right to possession shall terminate,  and  this
Lease  shall terminate unless on or before such date all Rent  in
arrears  and all costs and expenses incurred by or on  behalf  of
Landlord  hereunder shall have been paid by Tenant and all  other
events  of  default of this Lease by Tenant at the time  existing
shall  have been fully remedied to the satisfaction of  Landlord.
At   any  time  after  such  termination,  Landlord  may  recover
possession  of  the Premises or any part thereof  and  expel  and
remove therefrom Tenant and any other person occupying the  same,
by  any  lawful means, and again repossess and enjoy the Premises
without  prejudice to any of the remedies that Landlord may  have
under  this Lease, or at law or equity by any reason of  Tenant's
default  or  of such termination.  Landlord hereby  reserves  the
right to recognize the continued possession of any subtenant.

(2)  Continuation After Default.  Even though an event of default
may have occurred, this Lease shall continue in effect for so
long as Landlord does not terminate Tenant's right to possession
under Paragraph 26.B.(I) hereof, and Landlord may enforce all of
Landlord's rights and remedies under this Lease and at law or in
equity, including without limitation, the right to recover Rent
as it becomes due, and Landlord, without terminating this Lease,
may exercise all of the rights and remedies of a landlord under
Section 1951.4 of the Civil Code of the State of California or
any successor code section.  Acts of maintenance, preservation or
efforts to lease the Premises or the appointment of a receiver
under application of Landlord to protect Landlord's interest
under this Lease or other entry by Landlord upon the Premises
shall not constitute an election to terminate Tenant's right to
possession.

(3)  Increased Security Deposit.  If Tenant is in default under
Paragraph 26.A.(2) hereof and such default remains uncured for
ten (10) days after such occurrence or such default occurs more
than three times in any twelve (12) month period, Landlord may
require that Tenant increase the Security Deposit to the amount
of three times the current month's Rent at the time of the most
recent default.

C.   Damages After Default.  Should Landlord terminate this Lease
pursuant to the provisions of Paragraph 26.B.(I) hereof, Landlord
shall  have  the  rights and remedies of a Landlord  provided  by
Section  1951.2 of the Civil Code of the State of California.  or
any  successor code sections.  Upon such termination, in addition
to  any  other  rights  and remedies to  which  Landlord  may  be
entitled  under  applicable law or at equity, Landlord  shall  be
entitled  to  recover from Tenant: (1) the worth at the  time  of
award  of the unpaid Rent and other amounts which had been earned
at the time of termination, (2) the worth at the time of award of
the  amount by which the unpaid Rent that would have been  earned
after the date of termination until the time of award exceeds the
amount  of  such  Rent loss that Tenant proves  could  have  been
reasonably  avoided; (3) the worth at the time of  award  of  the
amount by which the unpaid Rent for the balance of the Term after
the  time of the award exceeds the amount of such Rent loss  that
the  Tenant proves could be reasonably avoided; and (4) any other
amount  and court costs necessary to compensate Landlord for  all
detriment  proximately  caused by  Tenant's  failure  to  perform
Tenant's  obligations under this Lease or which, in the  ordinary
course  of  things,  would be likely to  result  therefrom.   The
"worth  at the time of award" as used in (1) and (2) above  shall
be  computed at the lesser of the "prime rate," as announced from
time  to  time by Wells Fargo Bank, N.A. (San Francisco)  or  its
successor,  plus  five  (5) percentage  points,  or  the  maximum
interest   rate   allowed   by   law   ("Applicable 

<PAGE>

Interest  Rate").     The
"worth  at  the  time  of award" as used in (3)  above  shall  be
computed by discounting such amount at the Federal Discount  Rate
of  the Federal Reserve Bank of San Francisco at the time of  the
award  plus  one  percent (l%).  If this Lease provides  for  any
periods  during the Term during which Tenant is not  required  to
pay  Base Rent or if Tenant otherwise receives a Rent concession,
then upon the occurrence of an event of default, Tenant shall owe
to  Landlord the full amount of such Base Rent or value  of  such
Rent  concession, plus interest at the Applicable Interest  Rate,
calculated  from the date that such Base Rent or Rent  concession
would have been payable.

D.   Late Charge.  In addition to its other remedies, Landlord
shall have the right without notice or demand to add to the
amount of any payment required to be made by Tenant hereunder,
and which is not paid and received by Landlord on or before the
first day of each calendar month, an amount equal to ten percent
(10%) of the delinquency for each month or portion thereof that
the delinquency remains outstanding to compensate Landlord for
the loss of the use of the amount not paid and the administrative
costs caused by the delinquency, the parties agreeing that
Landlord's damage by virtue of such delinquencies would be
extremely difficult and impracticable to compute and the amount
stated herein represents a reasonable estimate thereof.  Any
waiver by Landlord of any late charges shall not constitute a
waiver of other late charges or any other remedies available to
Landlord.

E.   Remedies Cumulative.  All rights, privileges and elections
or remedies of the parties are cumulative and not alternative, to
the extent permitted by law and except as otherwise provided
herein.

                           27.  LIENS
                                
Tenant  shall  at  all  times  keep the  Premises and the Project
free  from  liens arising out of or related to work  or  services
performed,   materials  or  supplies  furnished  or   obligations
incurred  by Tenant or in connection with work made, suffered  or
done  by or on behalf of Tenant in or on the Premises or Project.
In  the  event  that  Tenant  shall not,  within  ten  (10)  days
following the imposition of any such lien, cause the same  to  be
released  of  record  by payment or posting  of  a  proper  bond,
Landlord  shall have, in addition to all other remedies  provided
herein  and by law, the right, but not the obligation,  to  cause
the  same  to  be released by such means as Landlord  shall  deem
proper, including payment of the claim giving rise to such  lien.
All  sums  paid by Landlord on behalf of Tenant and all  expenses
incurred  by Landlord in connection therefor shall be payable  to
Landlord  by  Tenant on demand with interest  at  the  Applicable
Interest  Rate.  Landlord shall have the right at  all  times  to
post  and  keep posted on the Premises any notices  permitted  or
required  by  law, or which Landlord shall deem proper,  for  the
protection of Landlord, the Premises, the Project and  any  other
party   having   an   interest  therein,  from   mechanics'   and
materialmen's liens, and Tenant shall give Landlord not less than
ten  (10)  business days prior written notice of the commencement
of  any work in the Premises or Project which could lawfully give
rise  to a claim for mechanics' or materialmen's liens to  permit
Landlord   to   post  and  record  a  timely   notice   of   non-
responsibility.

                        28.  SUBSTITUTION
                                
       A.   At any time after execution of this Lease, Landlord may
substitute  for  the Premises other premises in  the  Project  or
owned  by  Landlord  in  the vicinity of the  Project  (the  "New
Premises")  upon  not  less than sixty (60)  days  prior  written
notice, in which event the New Premises shall be deemed to be the
Premises  for  all  purposes hereunder and this  Lease  shall  be
deemed modified accordingly to reflect the new location and shall
remain in full force and effect as so modified, provided that:

<PAGE>


(1)  The New Premises shall be similar in area and in function
for Tenant's purposes;

(2)  Any such substitution is effected for the purpose of
accommodating a tenant who will occupy all or a substantial
portion of the Building or the Project area; and

(3)  If Tenant is occupying the Premises at the time of such
substitution, Landlord shall pay the expense of physically moving
Tenant, Tenant's property and equipment to the New Premises and
shall, at Landlord's sole cost, improve the New Premises with
improvements substantially similar to those the Landlord has
committed to provide or has provided in the Premises.

                   29.  TRANSFERS BY LANDLORD
                                
     In  the  event  of a sale or conveyance by Landlord  of  the
Building  or a foreclosure by any creditor of Landlord, the  same
shall operate to release Landlord from any liability upon any  of
the covenants or conditions, express or implied, herein contained
in  favor of Tenant, to the extent required to be performed after
the  passing  of  title to Landlord's successor-in-interest.   In
such event, Tenant agrees to look solely to the responsibility of
the  successor-in-interest  of Landlord  under  this  Lease  with
respect  to  the  performance  of the  covenants  and  duties  of
"Landlord"  to  be  performed  after  the  passing  of  title  to
Landlord's  successor-in-interest.   This  Lease  shall  not   be
affected  by  any such sale and Tenant agrees to  attorn  to  the
purchaser or assignee.  Landlord's successor(s)-in-interest shall
not  have  liability to Tenant with respect  to  the  failure  to
perform  any  of  the obligations of "Landlord,"  to  the  extent
required  to be performed prior to the date such successor(s)-in-
interest became the owner of the Building.

      30.  RIGHT OF LANDLORD TO PERFORM TENANT'S COVENANTS
                                
     All covenants and agreements to be performed by Tenant under
any  of  the terms of this Lease shall be performed by Tenant  at
Tenant's sole cost and expense and without any abatement of Rent.
If  Tenant  shall fail to pay any sum of money, other  than  Base
Rent,  required to be paid by Tenant hereunder or shall  fail  to
perform any other act on Tenant's part to be performed hereunder,
including  Tenant's obligations under Paragraph  11  hereof,  and
such  failure  shall continue for fifteen (15) days after  notice
thereof by Landlord, in addition to the other rights and remedies
of  Landlord, Landlord may make any such payment and perform  any
such act on Tenant's part.  In the case of an emergency, no prior
notification  by Landlord shall be required.  Landlord  may  take
such  actions without any obligation and without releasing Tenant
from  any  of Tenant's obligations.  All sums so paid by Landlord
and  all  incidental  costs  incurred by  Landlord  and  interest
thereon at the Applicable Interest Rate, from the date of payment
by  Landlord,  shall be paid to Landlord on demand as  Additional
Rent.

                           31.  WAIVER
                                
     If  either Landlord or Tenant waives the performance of  any
term,  covenant or condition contained in this Lease, such waiver
shall  not  be deemed to be a waiver of any subsequent breach  of
the  same  or  any  other term, covenant or  condition  contained
herein.   The acceptance of Rent by Landlord shall not constitute
a  waiver of any preceding breach by Tenant of any term, covenant
or condition of this Lease, regardless of Landlord's knowledge of
such  preceding breach at the time Landlord accepted  such  Rent.
Failure  by  Landlord to enforce any of the terms,  covenants  or
conditions  of  this Lease for any length of time  shall  not  be
deemed  to  waive  or  decrease the right of Landlord  to  insist
thereafter upon strict performance by Tenant.  Waiver by Landlord
of  any  term, covenant or condition contained in this Lease  may
only be made by a written document signed by Landlord.

<PAGE>


                          32.  NOTICES
                                
     Each   provision   of  this  Lease  or  of  any   applicable
governmental laws, ordinances, regulations and other requirements
with reference to sending, mailing, or delivery of any notice  or
the  making  of any payment by Landlord or Tenant  to  the  other
shall  be  deemed to be complied with when and if  the  following
steps are taken:

A.   Rent.     All Rent and other payments required to be made by
Tenant  to  Landlord hereunder shall be payable  to  Landlord  at
Landlord's  Remittance  Address set  forth  in  the  Basic  Lease
Information,  or  at such other address as Landlord  may  specify
from  time  to  time  by written notice delivered  in  accordance
herewith.  Tenant's obligation to pay Rent and any other  amounts
to  Landlord  under the terms of this Lease shall not  be  deemed
satisfied  until such Rent and other amounts have  been  actually
received by Landlord.

B.   Other.  All notices, demands, consents and approvals which
may or are required to be given by either party to the other
hereunder shall be in writing and either personally delivered,
sent by commercial overnight courier, or mailed, certified or
registered, postage prepaid, and addressed to the party to be
notified at the Notice Address for such party as specified in the
Basic Lease Information or to such other place as the party to be
notified may from time to time designate by at least fifteen (15)
days notice to the notifying party.  Notices shall be deemed
served upon receipt or refusal to accept delivery.  Tenant
appoints as its agent to receive the service of all default
notices and notice of commencement of unlawful detainer
proceedings the person in charge of or apparently in charge of
occupying the Premises at the time, and, if there is no such
person, then such service may be made by attaching the same on
the main entrance of the Premises.

                      33.  ATTORNEYS' FEES
                                
     In  the  event that Landlord places the enforcement of  this
Lease, or any part thereof, or the collection of any Rent due, or
to  become  due  hereunder,  or recovery  of  possession  of  the
Premises  in  the  hands  of an attorney,  Tenant  shall  pay  to
Landlord, upon demand, Landlord's reasonable attorneys' fees  and
court costs, whether incurred at trial, appeal or review.  In any
action  which Landlord or Tenant brings to enforce its respective
rights  hereunder,  the unsuccessful party shall  pay  all  costs
incurred  by the prevailing party including reasonable attorneys'
fees,  to  be  fixed by the court, and said costs and  attorneys'
fees shall be a part of the judgment in said action.

                   34.  SUCCESSORS AND ASSIGNS
                                
     This Lease shall be binding upon and inure to the benefit of
Landlord,  its successors and assigns, and shall be binding  upon
and  inure to the benefit of tenant, its successors, and  to  the
extent  assignment is approved by Landlord as provided hereunder,
Tenant's assigns.

                       35.  FORCE MAJEURE
                                
     If  performance by a party of any portion of this  Lease  is
made  impossible by any prevention, delay, or stoppage caused  by
strikes,  lockouts,  labor disputes, acts of  God,  inability  to
obtain  services,  labor, or materials or reasonable  substitutes
for  those items, government actions, civil commotions,  fire  or
other casualty, or other causes beyond the reasonable control  of
the  party obligated to Perform, performance by that party for  a
period equal to the period of that prevention, delay, or stoppage
is  excused.   Tenant's obligation to pay Rent, however,  is  not
excused by this Paragraph 35.

<PAGE>


                   36.  SURRENDER OF PREMISES
                                
     Tenant shall, upon expiration or sooner termination of  this
Lease,  surrender the Premises to Landlord in the same  condition
as existed on the date Tenant originally took possession thereof,
including,  but not limited to, all interior walls  cleaned,  all
interior  painted surfaces repainted in the original  color,  all
holes  in walls repaired, all carpets shampooed and cleaned,  all
HVAC  equipment  in operating order and in good repair,  and  all
floors  cleaned, waxed, and free of any Tenant-introduced marking
or  painting,  all  to the reasonable satisfaction  of  Landlord.
Tenant  shall remove all of its debris from the Project.   At  or
before the time of surrender, Tenant shall comply with the  terms
of  Paragraph  12.A.  hereof with respect to Alterations  to  the
Premises  and all other matters addressed in such Paragraph.   If
the  Premises are not so surrendered at the expiration or  sooner
termination of this Lease, the provisions of Paragraph 25  hereof
shall  apply.  All keys to the Premises or any part thereof shall
be  surrendered to Landlord upon expiration or sooner termination
of  the  Term.  Tenant shall give written notice to  Landlord  at
least  thirty (30) days prior to vacating the Premises and  shall
meet with Landlord for a joint inspection of the Premises at  the
time  of vacating.  In the event of Tenant's failure to give such
notice  or  participate  in  such  joint  inspection,  Landlord's
inspection  at  or  after Tenant's vacating  the  Premises  shall
conclusively  be  deemed  correct  for  purposes  of  determining
Tenant's responsibility for repairs and restoration.

                       37.  MISCELLANEOUS
                                
A.   General.      The term "Tenant' or any pronoun used in place
thereof shall indicate and include the masculine or feminine, the
singular  or  plural number, individuals, firms or  corporations,
and  their  respective successors, executors, administrators  and
permitted assigns, according to the context hereof.

B.   Time.  Time is of the essence regarding this Lease and all
of its provisions.

C.   Choice of Law.  This Lease shall in all respects be governed
by the laws of the State of California.

D.   Entire Agreement.  This Lease, together with its Exhibits,
contains all the agreements of the parties hereto and supersedes
any previous negotiations.  There have been no representations
made by the Landlord or its agents or understandings made between
the parties other than those set forth in this Lease and its
Exhibits.

E.   Modification.  This Lease may not be modified except by a
written instrument signed by the parties hereto.

F.   Severability.  If, for any reason whatsoever, any of the
provisions hereof shall be unenforceable or ineffective, all of
the other provisions shall be and remain in full force and
effect.

G.   Recordation.  Tenant shall not record this Lease or a short
form memorandum hereof.

H.   Examination of Lease.  Submission of this Lease to Tenant
does not constitute an option or offer to lease and this Lease is
not effective otherwise until execution and delivery by both
Landlord and Tenant.

<PAGE>

I.   Accord and Satisfaction.  No payment by Tenant of a lesser
amount than the total Rent due nor any endorsement on any check
or letter accompanying any check or payment of Rent shall be
deemed an accord and satisfaction of full payment of Rent, and
Landlord may accept such payment without prejudice to Landlord's
right to recover the balance of such Rent or to pursue other
remedies.

J.   Easements.  Landlord may grant easements on the Project and
dedicate for public use portions of the Project without Tenant's
consent; provided that no such grant or dedication shall
materially interfere with Tenant's Permitted Use of the Premises.
Upon Landlord's request, Tenant shall execute, acknowledge and
deliver to Landlord documents, instruments, maps and plats
necessary to effectuate Tenant's covenants hereunder.

K.   Drafting and Determination Presumption.  The parties
acknowledge that this Lease has been agreed to by both the
parties, that both Landlord and Tenant have consulted with
attorneys with respect to the terms of this Lease and that no
presumption shall be created against Landlord because Landlord
drafted this Lease.  Except as otherwise specifically set forth
in this Lease, with respect to any consent, determination or
estimation of Landlord required or allowed in this Lease or
requested of Landlord, Landlord's consent, determination or
estimation shall be given or made solely by Landlord in
Landlord's good faith opinion, whether or not objectively
reasonable.

L.   Exhibits.  The Exhibits attached hereto are hereby
incorporated herein by this reference.

M.   No Light, Air or View Easement.  Any diminution or shutting
off of light, air or view by any structure which may be erected
on lands adjacent to or in the vicinity of the Building shall in
no way affect this Lease or impose any liability on Landlord.

N.   No Third Party Benefit.  This Lease is a contract between
Landlord and Tenant and nothing herein is intended to create any
third party benefit.

O.   Quiet Enjoyment.  Upon payment by Tenant of the Rent, and
upon the observance and performance of all of the other
covenants, terms and conditions on Tenant's part to be observed
and performed, Tenant shall peaceably and quietly hold and enjoy
the Premises for the term hereby demised without hindrance or
interruption by Landlord or any other person or persons lawfully
or equitably claiming by, through or under Landlord, subject,
nevertheless, to all of the other terms and conditions of this
Lease.  Landlord shall not be liable for any hindrance,
interruption, interference or disturbance by other tenants or
third persons, nor shall Tenant be released from any obligations
under this Lease because of such hindrance, interruption,
interference or disturbance.

P.   Counterparts.  This Lease may be executed in any number of
Counterparts, each of which shall be deemed an original.

Q.   Multiple Parties.  If more than one person or entity is
named herein as Tenant, such multiple parties shall have joint
and several responsibility to comply with the terms of this
Lease.

                   38.  ADDITIONAL PROVISIONS
                                
       A.   Addenda:  Exhibits___ through ___ and Addenda___ through ___
attached hereto are hereby incorporated into and made a  part  of
this Lease as though fully set forth herein.

<PAGE>


                            EXHIBIT C
                                
                      Rules and Regulations
                                
1.   Sidewalks,  halls,  passages, exits,  entrances,  elevators,
escalators  and stairways shall not be obstructed by  tenants  or
used  by  tenants for any purpose other than for ingress  to  and
egress  from  their  respective premises.  The  halls,  passages,
exits, entrances, elevators and stairways are not for the use  of
the  general  public and Landlord shall in all cases  retain  the
right  to control and prevent access thereto by all persons whose
presence,  in  the judgment of Landlord, shall be prejudicial  to
the  safety, character, reputation and interests of the Building,
the  Project  and  its  tenants,  provided  that  nothing  herein
contained  shall be construed to prevent such access  to  persons
with  whom  any tenant normally deals in the ordinary  course  of
such tenant's business unless such persons are engaged in illegal
activities.   No  tenant, and no employees  or  invitees  of  any
tenant,  shall  go  upon  the roof of  any  Building,  except  as
authorized by Landlord.  No tenant, and no employees or  invitees
of  any  tenant  shall  move any common  area  furniture  without
Landlord's consent.

2.   No  sign,  placard, banner, picture, name, advertisement  or
notice, visible from the exterior of the Premises or the Building
or  the common areas of the Building shall be inscribed, painted,
affixed, installed or otherwise displayed by Tenant either on its
Premises or any part of the Building or Project without the prior
written  consent  of  Landlord in Landlord's  sole  and  absolute
discretion.   Landlord shall have the right to  remove  any  such
sign,  placard,  banner, picture, name, advertisement  or  notice
without  notice to and at the expense of the Tenant,  which  were
installed  or displayed in violation of this rule.   If  Landlord
shall  have  given  such consent to Tenant  at  anytime,  whether
before  or  after the execution of Tenant's Lease,  such  consent
shall  in  no way operate as a waiver or release of  any  of  the
provisions hereof or of the Lease, and shall be deemed to  relate
only  to  the  particular sign, placard, banner,  picture,  name,
advertisement or notice so consented to by Landlord and shall not
be  construed  as dispensing with the necessity of obtaining  the
specific  written consent of Landlord with respect to  any  other
such  sign,  placard,  banner, picture,  name,  advertisement  or
notice.

All  approved  signs  or lettering on doors and  walls  shall  be
printed,  painted, affixed or inscribed at the expense of  Tenant
by  a  person or vendor approved by Landlord and shall be removed
by Tenant at the time of vacancy at Tenant's expense.

3.   The  directory of the Building will be provided  exclusively
for  the  display  of the name and location of tenants  only  and
Landlord reserves the right to charge for the use thereof and  to
exclude any other names therefrom.

4.   No curtains, draperies, blinds, shutters, shades, screens or
other  coverings,  awnings,  hangings  or  decorations  shall  be
attached  to, hung or placed in, or used in connection with,  any
window  or door on the Premises without the prior written consent
of  Landlord.   In  any event with the prior written  consent  of
Landlord, all such items shall be installed inboard of Landlord's
standard window covering and shall in no way be visible from  the
exterior  of the Building.  All electrical ceiling fixtures  hung
in  offices or spaces along the perimeter of the Building must be
fluorescent  or  of  a  quality, type,  design,  and  bulb  color
approved by Landlord.  No articles shall be placed or kept on the
window  sills  so  as  to be visible from  the  exterior  of  the
Building.   No articles shall be placed against glass  partitions
or doors which Landlord considers unsightly from outside Tenant's
Premises.

5.   Landlord reserves the right to exclude from the Building and
the  Project  between the hours of 6 p.m. and 8 am.  and  at  all
hours  on Saturdays, Sundays and legal holidays, all persons  who
are  not  tenants  or 

<PAGE>

their accompanied guests in  the  Building.  Each  tenant  shall be 
responsible for all persons  for  whom  it  allows  to enter the Building 
or the Project and shall be  liable to Landlord for all acts of such persons.

Landlord and its agents shall not be liable for damages  for  any
error  concerning  the  admission  to,  or  exclusion  from,  the
Building or the Project of any person.

During  the  continuance  of  any  invasion,  mob,  riot,  public
excitement or other circumstance rendering such action  advisable
in Landlord's opinion, Landlord reserves the right (but shall not
be  obligated) to prevent access to the Building and the  Project
during  the  continuance of that event by any means it  considers
appropriate  for  the  safety of tenants and  protection  of  the
Building, property in the Building and the Project.

6.  All cleaning and janitorial services for the Building and the
Premises shall be provided exclusively through Landlord.   Except
with  the written consent of Landlord, no person or persons other
than  those approved by Landlord shall be permitted to enter  the
Building for the purpose of cleaning the same.  Tenant shall  not
cause any unnecessary labor by reason of Tenant's carelessness or
indifference in the preservation of good order and cleanliness of
its  Premises.  Landlord shall in no way be responsible to Tenant
for  any loss of property on the Premises, however occurring,  or
for  any damage done to Tenant's property by the janitor  or  any
other employee or any other person.

7.   Tenant  shall see that all doors of its Premises are  closed
and securely locked and must observe strict care and caution that
all  water faucets or water apparatus, coffee pots or other heat-
generating  devices are entirely shut off before  Tenant  or  its
employees  leave  the  Premises, and  that  all  utilities  shall
likewise be carefully shut off, so as to prevent waste or damage.
Tenant  shall be responsible for any damage or injuries sustained
by  other tenants or occupants of the Building or Project  or  by
Landlord  for  noncompliance with this rule.  On multiple-tenancy
floors,  all tenants shall keep the door or doors to the Building
corridors closed at all times except for ingress and egress.

8.    Tenant  shall  not  use  any  method  of  heating  or  air-
conditioning  other  than that supplied  by  Landlord.   As  more
specifically  provided  in the Tenant's lease  of  the  Premises,
Tenant shall not waste electricity, water or air-conditioning and
agrees  to  cooperate  fully with Landlord  to  assure  the  most
effective   operation  of  the  Building's   heating   and   air-
conditioning,  and shall refrain from attempting  to  adjust  any
controls other than room thermostats installed for Tenant's use.

9.   Landlord will furnish Tenant free of charge with two keys to
each door in the Premises.  Landlord may make a reasonable charge
for  any additional keys, and Tenant shall not make or have  made
additional  keys.   Tenant shall not alter  any  lock  or  access
device  or  install a new or additional lock or access device  or
bolt  on  any  door  of its Premises, without the  prior  written
consent of Landlord.  If Landlord shall give its consent,  Tenant
shall in each case furnish Landlord with a key for any such lock.
Tenant,  upon  the termination of its tenancy, shall  deliver  to
Landlord  the  keys  for all doors which have been  furnished  to
Tenant, and in the event of loss of any keys so furnished,  shall
pay Landlord therefor.

10.   The  restrooms,  toilets, urinals,  wash  bowls  and  other
apparatus shall not be used for any purpose other than  that  for
which they were constructed and no foreign substance of any  kind
whatsoever  shall  be  thrown into  them.   The  expense  of  any
breakage,  stoppage, or damage resulting from violation  of  this
rule  shall  be  bone  by the tenant who, or whose  employees  or
invitees, shall have caused the breakage, stoppage, or damage.

11.   Tenant  shall  not use or keep in or on the  Premises,  the
Building or the Project any kerosene, gasoline, or inflammable or
combustible fluid or material.


<PAGE>

12.   Tenant shall not use, keep or permit to be used or kept  in
its  Premises any foul or noxious gas or substance.  Tenant shall
not  allow  the  Premises to be occupied  or  used  in  a  manner
offensive or objectionable to Landlord or other occupants of  the
Building by reason of noise, odors and/or vibrations or interfere
in  any  way with other tenants or those having business therein,
nor shall any animals or birds be brought or kept in or about the
Premises, the Building, or the Project.

13.   No cooking shall be done or permitted by any tenant on  the
Premises,   except  that  use  by  the  tenant  of  Underwriters'
Laboratory  (UL) approved equipment, refrigerators and  microwave
ovens  may be used in the Premises for the preparation of coffee,
tea,  hot  chocolate and similar beverages, storing  and  heating
food  for  tenants and their employees shall be  permitted.   All
uses must be in accordance with all applicable federal, state and
city  laws,  codes,  ordinances, rules and  regulations  and  the
Lease.

14.   Except  with the prior written consent of Landlord,  Tenant
shall  not  sell, or permit the sale, at retail,  of  newspapers,
magazines,  periodicals, theater tickets or any  other  goods  or
merchandise in or on the Premises, nor shall Tenant carry on,  or
permit  or  allow any employee or other person to carry  on,  the
business  of stenography, typewriting or any similar business  in
or  from  the  Premises  for  the  service  or  accommodation  of
occupants  of  any other portion of the Building, nor  shall  the
Premises  be  used  for  the  storage  of  merchandise   or   for
manufacturing  of any kind, or the business of  a  public  barber
shop,  beauty  parlor, nor shall the Premises  be  used  for  any
illegal,  improper,  immoral  or objectionable  purpose,  or  any
business or activity other than that specifically provided for in
such  Tenant's  Lease.   Tenant  shall  not  accept  hairstyling,
barbering,  shoeshine, nail, massage or similar services  in  the
Premises or common areas except as authorized by Landlord.

15.      If     Tenant    requires    telegraphic,    telephonic,
telecommunications,  data processing, burglar  alarm  or  similar
services,  it  shall  first obtain, and comply  with,  Landlord's
instructions in their installation.

16.   Landlord  will  direct electricians as  to  where  and  how
telephone, telegraph and electrical wires arc to be introduced or
installed.   No  boring  or cutting for  wires  will  be  allowed
without  the prior consent of Landlord.  The location of  burglar
alarms, telephones, call boxes and other office equipment affixed
to  the  Premises  shall be subject to the  written  approval  of
Landlord.

17.   Tenant  shall not install any radio or television  antenna,
satellite  dish, loudspeaker or any other device on the  exterior
walls  or  the roof of the Building, without Landlord's  consent.
Tenant  shall not interfere with radio or television broadcasting
or reception from or in the Building, the Project or elsewhere.

18.   Tenant shall not mark, or drive nails, screws or drill into
the  partitions,  woodwork or drywall or in any  way  deface  the
premises or any part thereof without Landlord's consent.   Tenant
may  install nails and screws in areas of the Premises that  have
been  identified for those purposes to Landlord by Tenant at  the
time  those  walls or partitions were installed in the  Premises.
Tenant  shall not lay linoleum, tile, carpet or any  other  floor
covering  so that the same shall be affixed to the floor  of  its
Premises in any manner except as approved in writing by Landlord.
The expense of repairing any damage resulting from a violation of
this rule or the removal of any floor covering shall be borne  by
the  tenant  by  whom,  or  by  whose contractors,  employees  or
invitees, the damage shall have been caused.

19.   No  furniture,  freight,  equipment,  materials,  supplies,
packages, merchandise or other property will be received  in  the
Building or carried up or down the elevators except between  such
hours and in such elevators as shall be designated by Landlord.


<PAGE>

Tenant  shall  not place a load upon any floor  of  its  Premises
which  exceeds  the  load per square foot which  such  floor  was
designed  to  carry or which is allowed by law.   Landlord  shall
have the right to prescribe the weight, size and position of  all
safes,  furniture  or  other  heavy equipment  brought  into  the
Building.   Safes  or  other heavy objects shall,  if  considered
necessary by Landlord, stand on wood strips of such thickness  as
determined by Landlord to be necessary to properly distribute the
weight thereof.  Landlord will not be responsible for loss of  or
damage  to  any such safe, equipment or property from any  cause,
and  all damage done to the Building by moving or maintaining any
such  safe, equipment or other property shall be repaired at  the
expense of Tenant.

Business  machines and mechanical equipment belonging  to  Tenant
which  cause  noise or vibration that may be transmitted  to  the
structure  of  the  Building or to any space therein  to  such  a
degree  as  to be objectionable to Landlord or to any tenants  in
the  Building  shall  be  placed and  maintained  by  Tenant,  at
Tenant's  expense,  on  vibration eliminators  or  other  devices
sufficient to eliminate noise or vibration.  The persons employed
to  move  such  equipment  in or out  of  the  Building  must  be
acceptable to Landlord.

20.   Tenant  shall  not install, maintain or  operate  upon  its
Premises  any  vending  machine without the  written  consent  of
Landlord.

21.  There shall not be used in any space, or in the public areas
of the Project either by Tenant or others, any hand trucks except
those  equipped with rubber tires and side guards or  such  other
material  handling  equipment as Landlord may  approve.   Tenants
using  hand trucks shall be required to use the freight elevator,
or  such elevator as Landlord shall designate.  No other vehicles
of  any kind shall be brought by Tenant into or kept in or  about
its Premises.

22.  Each tenant shall store all its trash and garbage within the
interior  of the Premises.  Tenant shall not place in  the  trash
boxes or receptacles, any personal trash or any material that may
not or cannot be disposed of in the ordinary and customary manner
of  removing  and  disposing of trash and garbage  in  the  city,
without  violation  of  any  law  or  ordinance  governing   such
disposal.  All trash, garbage and refuse disposal shall  be  made
only  through entry-ways and elevators provided for such purposes
and  at  such times as Landlord shall designate.  If the Building
has  implemented a building-wide recycling program  for  tenants,
Tenant  shall  use  good  faith efforts to  participate  in  said
program.

23.   Canvassing,  soliciting, distribution of handbills  or  any
other  written  material and peddling in  the  Building  and  the
Project are prohibited and each tenant shall cooperate to prevent
the  same.   No  tenant shall make room-to-room  solicitation  of
business  from  other  tenants in the Building  or  the  Project,
without the consent of Landlord.

24.  Landlord shall have the right exercisable without notice and
without  liability to any tenant, to change the name and  address
of the Building and the Project.

25.   Landlord  reserves the right to exclude or expel  from  the
Project  any  person  who, in Landlord's Judgment  is  under  the
influence of alcohol or drugs or who commits any act in violation
of any of these Rules and Regulations.

26.   Without the prior written consent of Landlord, Tenant shall
not use the name of the Building or the Project or any photograph
or  other  likeness of the Building or the Project in  connection
with,  or  in promoting or advertising, Tenant's business  except
that  Tenant  may  include the Building's or  Project's  name  in
Tenant's address.


<PAGE>

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

28.  Tenant assumes any and all responsibility for protecting its
Premises  from  theft,  robbery  and  pilferage,  which  includes
keeping  doors  locked and other means of entry to  the  Premises
closed.

29.   The  requirements of Tenant will be attended to  only  upon
appropriate  application at the office  of  the  Building  by  an
authorized  individual.  Employees of Landlord shall not  perform
any  work  or do anything outside of their regular duties  unless
under  special  instructions from Landlord, and no  employees  of
Landlord  will  admit  any person (tenant or  otherwise)  to  any
office without specific instructions from Landlord.

30.   Landlord  reserves the right to designate the  use  of  the
parking  spaces on the Project.  Tenant or Tenant's guests  shall
park  between designated parking lines only, and shall not occupy
two  parking  spaces with one car.  Parking spaces shall  be  for
passenger vehicles only; no boats, trucks, trailers, recreational
vehicles or other types of vehicles may be parked in the  parking
areas  (except  that  trucks  may  be  loaded  and  unloaded   in
designated  loading areas).  Vehicles in violation of  the  above
shall  be  subject  to  tow-away,  at  vehicle  owner's  expense.
Vehicles  parked on the Project overnight without  prior  written
consent  of the Landlord shall be deemed abandoned and  shall  be
subject to tow-away at vehicle owner's expense.  No tenant of the
Building  shall park in visitor or reserved parking  areas.   Any
tenant  found  parking  in such designated  visitor  or  reserved
parking  areas  shall be subject to tow-away at  vehicle  owner's
expense.   The  parking areas shall not be used  to  provide  car
wash, oil changes, detailing, automotive repair or other services
unless otherwise approved or furnished by Landlord.

31.   No  smoking of any kind shall be permitted anywhere  within
the  Building,  including, without limitation, the  Premises  and
those  areas immediately adjacent to the entrances and  exits  to
the  Building, or any other area as Landlord elects.  Smoking  in
the  Project  is  only permitted in smoking areas  identified  by
Landlord, which may be relocated from time to time.

32.   If the Building furnishes common area conferences rooms for
tenant  usage,  Landlord shall have the  right  to  control  each
tenant's usage of the conference rooms, including limiting tenant
usage  so that the rooms are equally available to all tenants  in
the  Building.  Any common area amenities or facilities shall  be
provided from time to time at Landlord's discretion.

33.   Tenant shall not swap or exchange building keys or cardkeys
with other employees or tenants in the Building or the Project.

34.  Tenant shall be responsible for the observance of all of the
foregoing  Rules  and Regulations by Tenant's employees,  agents,
clients, customers, invitees and guests.

35.   These  Rules and Regulations are in addition to, and  shall
not  be construed to in any way modify, alter or amend, in  whole
or  in  part, the terms, covenants, agreements and conditions  of
any lease of any premises in the Project.

36.   Landlord  may  waive any one or more  of  these  Rules  and
Regulations for the benefit of any particular tenant or  tenants,
but no such waiver by Landlord shall be construed as a waiver  of
such  Rules  and  Regulations in favor of  any  other  tenant  or
tenants, nor prevent Landlord from thereafter enforcing any  such
Rules and Regulations against any or all tenants of the Building.


<PAGE>

37.    Landlord  reserves  the  right  to  make  such  other  and
reasonable rules and regulations as in its judgment may from time
to  time  be  needed  for  safety  and  security,  for  care  and
cleanliness  of  the  Building  and  the  Project  and  for   the
preservation of good order therein.  Tenant agrees  to  abide  by
all  such  Rules and Regulations herein stated and any additional
rules and regulations which are adopted.


<PAGE>

IN  WITNESS WHEREOF, the parties hereto have executed this  Lease
as of the day and the year first above written.

                                 LANDLORD
                                 
                                 Spieker Properties, L.P.,
                                 a California limited partnership
                                 
                                 By:  Spieker Properties, Inc.,
                                      a Maryland corporation,
                                      its general partner
                                 
                                 By:  /s/ Peter H. Schnugg
                                      --------------------
                                      Its:  Regional Vice President
                                 Date:  5/7/98
                                 
                                 TENANT
                                 
                                 Penederm Incorporated
                                 A Delaware Company
                                 
                                 By:  /s/ Terry Gutshall
                                      ------------------
                                      Its:  Vice President, Operations
            
<PAGE>

                     
LEASE DATE: February 20, 1998
            
LANDLORD:   Spieker Properties
            a California Limited Partnership
            
TENANT:     Penederm, Inc.
            a Delaware Corporation
            
ADDENDUM #1 RENT:

  Months 1-12    Base Rent         $26,415/month
  
                               
  Months 13-60   The rent shall be increased annually on each
                 anniversary of the Commencement Date of this Lease to
                 an amount equal to $26,415.00 multiplied by a fraction,
                 the numerator of which is the Consumer Price Index, All
                 Urban Consumers, San Francisco, Oakland, and San Jose,
                 published by the United States Department of Labor,
                 Bureau of Labor Statistics (1982-84=100) as of the
                 month immediately preceding the current Adjustment
                 Date, and the denominator of which is the index as of
                 the month immediately preceding the Commencement Date.
                 There will be a minimum annual increase of 3% and a
                 maximum annual increase of 6%.  Adjustment date is
                 defined as the anniversary date of the Commencement
                 Date.
             

ADDENDUM #2 TENANT IMPROVEMENTS:

  Landlord, at its sole cost, shall provide the following  tenant
       improvements:

     1.   Furnish  and install new building standard carpet  over
     pad to be selected by Tenant.
     
     2.   Furnish  and  install  new carpet  base,  color  to  be
     selected by Tenant.
     
     3.   New paint throughout the entire premises, color  to  be
     selected by Tenant.

<PAGE>

     
                        TABLE OF CONTENTS
                                
                                                             Page
                                                                 
Basic Lease Information

1.   PREMISES                                                   1
2.   POSSESSION AND LEASE COMMENCEMENT                          1
3.   TERM                                                       2
4.   USE                                                        2
5.   RULES AND REGULATIONS                                      3
6.   RENT                                                       4
7.   OPERATING EXPENSES                                         4
8.   INSURANCE AND INDEMNIFICATION                              7
9.   WAIVER OF RIGHTS                                           9
10.  LANDLORD'S REPAIRS AND MAINTENANCE                        10
11.  TENANT'S REPAIRS AND MAINTENANCE                          10
12.  ALTERATIONS                                               11
13.  SIGNS                                                     11
14.  INSPECTION/POSTING NOTICES                                12
15.  UTILITIES                                                 12
16.  SUBORDINATION                                             12
17.  FINANCIAL STATEMENTS                                      13
18.  ESTOPPEL CERTIFICATE                                      13
19.  SECURITY DEPOSIT                                          13
20.  TENANT'S REMEDIES                                         14
21.  ASSIGNMENT AND SUBLETTING                                 14
22.  AUTHORITY OF TENANT                                       15
23.  CONDEMNATION                                              15
24.  CASUALTY DAMAGE                                           16
25.  HOLDING OVER                                              18
26.  DEFAULT                                                   18
27.  LIENS                                                     20
28.  SUBSTITUTION                                              20
29.  TRANSFERS BY LANDLORD                                     21
30.  RIGHT OF LANDLORD TO PERFORM TENANT'S COVENANTS           21
31.  WAIVER                                                    21
32.  NOTICES                                                   22
33.  ATTORNEYS' FEES                                           22
34.  SUCCESSORS AND ASSIGNS                                    22
35.  FORCE MAJEURE                                             22
36.  SURRENDER OF PREMISES                                     23
37.  MISCELLANEOUS                                             23
38.  ADDITIONAL PROVISIONS                                     25
SIGNATURES.......................................................
EXHIBITS:
EXHIBIT A                                    PROPERTY DESCRIPTION
EXHIBIT B                                               SITE PLAN
ADDENDUM 1 & 2

<PAGE>

                            EXHIBIT A
                                
             [FLOOR PLAN OF 373 VINTAGE PARK DRIVE]


<PAGE>

                            EXHIBIT B
                                
           [MAP OF AREA SURROUNDING 373 VINTAGE PARK]


91613.01.PA (1Y_T01!.DOC)
07/24/98 4:58 PM0