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                                                                    EXHIBIT 10.4



                              DURHAM BUSINESS PARK
                STANDARD NNN LEASE -- BUSINESS PARK MULTI-TENANT

                                   WITNESSETH

This lease ("Lease") is entered into by and between Limar Realty Corp. #24, a
California corporation ("Landlord") and Vina Technology, Inc. a California
corporation ("Tenant"). For and in consideration of the payment of rents and the
performance of the covenants herein set forth by Tenant, Landlord does lease to
Tenant and Tenant accepts the Premises described below subject to the agreements
herein contained.

1.      BASIC LEASE TERMS

        a.     DATE OF LEASE:               February 25, 1997

        b.     TENANT:                      Vina Technology, Inc. a California
                                            corporation
               Address (of the Premises):   42709 Lawrence Place, Fremont,
                                            California
               Address (for Notices):       (Please provide if other than the
                                            Premises.)

        c.     LANDLORD:                    Limar Realty Corp. #24
                                            1730 El Camino Real
               Address (for Notices):       Suite 400
                                            San Mateo, California 94402

        d.     TENANT'S USE OF PREMISES: General Office, Research & Development

        e.     PREMISES AREA:               13,517 Rentable Square Feet

        f.     BUILDING:                    Building 6; 42701 - 42711 Lawrence
                                            Place,
                                            Fremont, California

        g.     BUSINESS PARK:               Durham Business Park

        h.     INSURING PARTY: Landlord is the "Insuring Party" unless otherwise
                               stated herein.

        i.     TERM (inclusive):            Commencement Date: Approximately
                                            May 1, 1997
                                            ("Commencement Date") (see P.  29.).
                                            Expiration Date: April 30, 2000
                                            ("Expiration Date")
                                            Number of Months: Approximately
                                            Thirty-Six (36) months

        j.     TENANT'S SHARE OF BUILDING:  31.71% (13,517 r.sq.ft./42,624
                                                          r.sq.ft.)

        k.     TENANT'S SHARE OF BUSINESS PARK:    5.95% (13,517
                                                   r.sq.ft./227,266 r.sq.ft.)



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        l.     TENANT'S NUMBER OF PARKING SPACES:  4 non-reserved spaces per
                                                   1,000 rentable square feet.

        m.     INITIAL BASE RENT:    Twelve Thousand One Hundred Sixty Five and
                                     30/100 Dollars ($12,165.30) per month

        n.     BASE RENT ADJUSTMENT:

               1)     Cost of Living. Intentionally deleted.

               2)     Step Increase. The step adjust____________________________

                             ----------------             ----------
                             5/1/98 - 4/30/99             $12,841.15
                             5/1/99 -4/30/00              $13,517.00

        o.     TOTAL TERM BASE RENT (exclusive of any adjustments due to %13.):
                                    $462,281.40 (Assumes exactly a 36
                                    month term).

        p.     PREPAID BASE RENT:   $12,165.30 in payment of the first month's
                                    rent.

        q.     SECURITY DEPOSIT:    $36,495.90

        r.     BROKER(S):           CPS (Landlord) and Grubb & Ellis (Tenant)

        s.     EXHIBITS: Exhibits lettered "A" through "D" are attached hereto
               and made a part hereof.

2.      PREMISES, PARKING AND COMMON AREAS

        a.      Premises. The Premises as described in q1. and Exhibit A, are a
                portion of a building, herein sometimes referred to as the
                "Building" identified in P. 1. The Premises, the Building, the
                Common Areas, the land upon which the same are located, along
                with all other buildings and improvements thereon or thereunder,
                are herein collectively referred to as the "Business Park" as
                described in P. 1. and Exhibit B. Landlord hereby leases to
                Tenant and Tenant leases from Landlord for the Term (as defined
                below), at the rental, and upon all of the conditions set forth
                herein, the real property referred to in the Basic Lease Terms,
                P. 1. as the "Premises", including rights to the Common Areas as
                hereinafter specified. Subject to any additional work Landlord
                has agreed herein to do, Tenant hereby accepts the Premises in
                their condition existing as of the date of the execution hereof,
                subject to all applicable zoning, municipal, county and state
                laws, ordinances and regulations governing and regulating the
                use of the Premises, and accepts this Lease subject thereto and
                to all matters disclosed thereby and by any exhibits attached
                hereto. Tenant agrees with the square footage specified for the
                Premises in 11. and will not hereafter challenge such
                determination and



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                agreement. The rental payable by Tenant pursuant to this Lease
                is not subject to revision in the event of any discrepancy in
                the rentable square footage for the Premises.

        b.      Vehicle Parking. So long as Tenant is not in default, and
                subject to the Rules and Regulations attached hereto as Exhibit
                C, and as established by Landlord from time to time, Tenant
                shall be entitled to use the number of parking spaces set forth
                in P. 1. If Tenant commits, permits or allows any of the
                prohibited activities described in the Lease or the Rules and
                Regulations then in effect, then Landlord shall have the right,
                without notice, in addition to such other rights and remedies
                that it may have, to remove or tow away the vehicle involved and
                charge the cost to Tenant, which cost shall be immediately
                payable upon demand by Landlord. Landlord shall mark five (5)
                spaces for visitor parking.

        c.      Common Areas - Definition. The term "Common Areas" is defined as
                all areas and facilities outside the Premises and within the
                exterior boundary line of the Business Park that are provided
                and designated by the Landlord from time to time for the general
                non-exclusive use of Landlord, Tenant and of other tenants of
                the Business Park and their respective employees, suppliers,
                shippers, customers and invitees, including but not limited to
                common entrances, lobbies, corridors, stairways and stairwells,
                public restrooms, elevators, parking areas to the extent not
                otherwise prohibited by this Lease, loading and unloading areas,
                trash areas, roadways, sidewalks, walkways, parkways, ramps,
                driveways, landscaped areas and decorative walls.

        d.      Common Areas - Rules and Regulations. Tenant agrees to abide by
                and conform to the Rules and Regulations attached hereto as
                Exhibit C with respect to the Business Park and Common Areas,
                and to cause its employees, suppliers, shippers, customers and
                invitees to so abide and conform. Landlord, or such other
                person(s) as Landlord may appoint, shall have the exclusive
                control and management of the Common Areas and shall have the
                right, from time to time, to modify, amend and enforce said
                rules and regulations. Landlord shall not be responsible to
                Tenant for the non-compliance with said rules and regulations by
                other tenants, their agents, employees and invitees.

        e.      Building and Common Areas - Changes. Landlord shall have the
                right, in Landlord's sole discretion, from time to time:

                1)      To make changes to the Building interior and exterior
                        and Common Areas, including, without limitation, changes
                        in the location, size, shape, number and appearance
                        thereof, including but not limited to the lobbies,
                        windows, stairways, air shafts, elevators, restrooms,
                        driveways, entrances, parking spaces, parking areas,
                        loading and unloading areas, ingress, egress, direction
                        of traffic, decorative walls, landscaped areas and
                        walkways;

                2)      To close temporarily any of the Common Areas for
                        maintenance purposes so long as reasonable access to the
                        Premises remains available;



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                3)      To designate other land and improvements outside the
                        boundaries of the Business Park to be a part of the
                        Common Areas, provided that such other land and
                        improvements have a reasonable and functional
                        relationship to the Business Park;

                4)      To add additional buildings and improvements to the
                        Common Areas;

                5)      To use the Common Areas while engaged in making
                        additional improvements; repairs or alterations to the
                        Business Park or any portion thereof; and

                6)      To do and perform such other acts and make such other
                        changes in, to or with respect to the Common Areas and
                        Business Park as Landlord may, in the exercise of sound
                        business judgment, deem to be appropriate.

        f.      Acceptance; Quiet Enjoyment. Landlord represents that it is the
                fee simple owner of the Premises and has full right and
                authority to make this Lease. Landlord hereby leases the
                Premises to Tenant and Tenant hereby accepts the same from
                Landlord, in accordance with the provisions of this Lease.
                Landlord covenants that Tenant shall have peaceful and quiet
                enjoyment of the Premises during the Term (as defined below) of
                this Lease.

3.      TERM

        a.      Term. The term ("Term") of this Lease is for the period that
                commences at 12:01 a.m. on the Commencement Date and expires at
                11:59 p.m. on the Expiration Date. If Landlord, for any reason,
                cannot deliver possession of the Premises to Tenant on or before
                the Commencement Date, this Lease void or voidable, nor shall
                Landlord be liable to Tenant for any loss or damage resulting
                from such that event, however, there shall be an abatement of
                Base Rent (as defined below) covering between the Commencement
                Date and the date when Landlord delivers possession to Tenant
                terms and conditions of this Lease shall remain in full force
                and effect, provided, however, that cannot deliver possession of
                the Premises to Tenant, this Lease shall be void. If a delay in
                possession is caused by Tenant's failure to perform any
                obligation in accordance with this Lease, the commence as of the
                Commencement Date, and there shall be no reduction of Base Rent
                b Commencement Date and the time Tenant takes possession.

        b.      Possession. If, with the written consent of Landlord, Tenant
                totally or partially occupies the P to the Commencement Date,
                the obligation to pay Base Rent shall be abated for the period
                of possession. Tenant shall not be obligated to pay Base Rent
                until such time as the improvement be provided by Landlord have
                been substantially completed. Tenant shall, however, in such an
                obligated to perform any and all other obligations imposed on
                Tenant pursuant to this Leas Commencement Date. No delay in
                substantial completion of the improvements to be con Landlord
                shall affect the Commencement Date or Expiration Date.



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4.      RENT

        a.      Base Rent. Tenant shall pay Landlord in lawful money of the
                United States, without notice, demand or deduction, rent in the
                amount(s) set forth in P. 1. which shall be payable in advance
                on the first and every calendar month ("Base Rent") provided,
                however, the first month's Base Rent is due a upon execution of
                this Lease. Unless otherwise specified in writing by Landlord,
                all installments of Base Rent shall be payable to Limar Realty
                Corp. #24, Department #44292, P.O. Box 44000, San Francisco
                94144-4294. Base Rent for any partial month at the beginning or
                end of this Lease will be accordance with the number of days in
                the subject month. If the Term of this Lease contains abatement
                period, Tenant hereby agrees that if Tenant breaches the Lease
                and/or abandons the Premises before the end of the Term, or if
                Tenant's right to possession is terminated by Landlord because
                breach of the Lease, Landlord may, at its option, (1) void the
                rental abatement period; or (2) re Tenant, in addition to any
                damages due Landlord under the terms and conditions of the
                Lease, prorated for the entirety of the rental abatement period
                at a rental rate equivalent to two (2) time Rent at such time of
                proration.

                For purposes of Section 467 of the Internal Revenue Code, the
                parties to this Lease hereby agree the stated Base Rent provided
                herein to the periods which correspond to the actual Base Rent
                payments as provided under the terms and conditions of this
                Agreement.

        b.      Step Increase. The Base Rent shall be increased periodically to
                the amounts and at the times set forth P. 1.

        c.      Rent Without Offset and Late Charge. All Rent shall be paid
                without prior demand or notice any deduction of offset
                whatsoever. All Rent shall be paid in lawful currency of the
                United States of America. Tenant acknowledges that late payment
                by Tenant to Landlord of any Rent will cause Landlord to incur
                costs not contemplated by this Lease, the exact amount of such
                cost being extremely difficult and impracticable to ascertain.
                Such costs include, without limitation, processing and
                accounting charges and late c may be imposed on Landlord by the
                terms of any encumbrance or note secured by the Premises.
                Therefore, if any Rent is not received by Landlord within seven
                (7) days of its due date, Tenant shall pay to Landlord a late
                charge equal to ten percent (10%) of such overdue payment.
                Landlord and Tenant hereby agree that such late charge
                represents a fair and reasonable estimate of the costs that
                Landlord will incur by reason of any such late payment and that
                the late charge is in addition to any and all remedies available
                to the Landlord and that the assessment and/or collection of the
                late charge shall not be deemed a waiver of any other default.
                Additionally, all such delinquent Rental other sums, plus this
                late charge, shall bear interest from the due date thereof at
                the lesser of ten percent (10%) per annum or the maximum legal
                interest rate permitted by law. Any payments of any kind
                returned for insufficient funds will be subject to an additional
                handling charge of $25.00, and



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                thereafter, Landlord may require Tenant to pay all future
                payments of Rent or other sums due by cashier's check.

        d.      Rent. The term "Rent" as used in this Lease shall refer to Base
                Rent, prepaid rent, Real Property Taxes, Operating Expenses,
                repairs and maintenance costs, insurance, utilities, late
                charges and other similar charges payable by Tenant pursuant to
                this Lease either directly to Landlord or otherwise.

5.      SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deposit a
        security deposit ("Security Deposit") in the amount set forth in P. l.
        with Landlord. If Tenant is in default, Landlord can use the Security
        Deposit or any portion of it to cure the default or to compensate
        Landlord for any damages sustained by Landlord resulting from Tenant's
        default. Upon demand, Tenant shall immediately pay to Landlord a sum
        equal to the portion of the Security Deposit expended or applied by
        Landlord to restore the Security Deposit to its full amount including
        any interest which would have been earned on the portion of the Security
        Deposit expended or applied by the Landlord, from the date of such
        expense or application. In no event will Tenant have the right to apply
        any part of the Security Deposit to any Rent due under this Lease. If
        Tenant is not in default at the expiration or termination of this Lease,
        Landlord shall return the Security Deposit to Tenant within thirty (30)
        days of lease expiration or termination. Landlord's obligations with
        respect to the Security Deposit are those of a debtor and not a trustee,
        and Landlord can commingle the Security Deposit with Landlord's general
        funds. Landlord shall not be required to pay Tenant interest on the
        Security Deposit. Landlord shall be entitled to immediately endorse and
        cash Tenant's Security Deposit; however, such endorsement and cashing
        shall not constitute Landlord's acceptance of this Lease. In the event
        Landlord does not accept this Lease, Landlord shall return said Security
        Deposit. Each time the Base Rent is increased, Tenant shall deposit
        additional funds with Landlord sufficient to increase the Security
        Deposit to an amount which bears the same relationship to the Base Rent
        as the initial Security Deposit bore to the initial Base Rent.

6.      USE OF PREMISES

        a.      Tenant's Use. Tenant shall use the Premises solely for the
                purposes stated in P. 1. and for no other purposes without
                obtaining the prior written consent of Landlord. Tenant
                acknowledges that neither Landlord nor any agent of Landlord has
                made any representation or warranty with respect to the Premises
                or wit the suitability of the Premises to the conduct of
                Tenant's business, nor has Landlord agreed to undertake any
                modification, alteration or improvement to the Premises, except
                as provided in writing in this Lease. Tenant shall promptly
                comply with all laws, statutes, ordinances, orders and
                governmental regulations affecting the Premises. Tenant shall
                not do or permit anything to be done in or about the Premises or
                bring or keep anything in the Premises that will in any way
                increase the premiums paid by Landlord on its insurance related
                to the Premises. Tenant will not perform any act or carry on any
                practices that may injure the Premises. Tenant shall not use the
                Premises for sleeping, washing clothes, cooking or the
                preparation, manufacture or mixing of anything that emits any
                objectionable odor, noises, vibrations or lights onto such other
                tenants. If, in Landlord's reasonable



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                judgment, sound insulation is required to muffle noise produced
                by Tenant on the Premises, Tenant at its own cost shall provide
                all necessary insulation. Tenant shall not do anything on the
                Premises which will overload any existing parking or service to
                the Premises. Pets and/or animals of any type shall not be kept
                on or about the Premises.

        b.      CC&R's. Tenant agrees that this Lease is subject and subordinate
                to the Covenants, Conditions and Restrictions, a copy of which
                is attached hereto as Exhibit D, as they may be amended from
                time to time ("CC&R's"), and further agrees that the CC&R's are
                an integral part of this Lease. Throughout the term or any
                extension thereof, notwithstanding any other provision hereof,
                Tenant shall faithfully and timely assume and perform all
                obligations of Landlord and/or Tenant under the CC&R's and any
                modifications or amendments thereto, including the payment of
                any periodic or special dues or assessments Premises. Such dues
                and assessments shall be included within the definition of
                Operating Expenses pursuant to P. 13.b.11), and Tenant shall pay
                such amounts as further set forth in P. 13. Tenant shall hold
                Landlord, its subsidiaries, directors, officers, agents and
                employees harmless and indemnify Landlord, its subsidiaries,
                directors, officers, agents and employees against any loss,
                expense and damage ( attorneys' fees and costs, arising out of
                the failure of Tenant to perform or comply with the CC&R's.

        c.      Rules and Regulations. Tenant shall comply with and use the
                Premises in accordance with the Regulations attached hereto as
                Exhibit C and to any reasonable modifications to such Rules and
                as Landlord may adopt from time to time.

7.      EMISSIONS; STORAGE, USE AND DISPOSAL OF WASTE

        a.      Emissions. Tenant shall not:

                1)      Permit any vehicle on the Premises or in the Commons
                        Areas to emit exhaust which is in violation of any
                        governmental law, rule, regulation or requirement;

                2)      Discharge, emit or permit to be discharged or emitted,
                        any liquid, solid or gaseous matter, or any combination
                        thereof, into the atmosphere or on, into or under the
                        Premises, any building or other improvements of which
                        the Premises are a part, or the ground or any body of
                        water which matter, as reasonably determined by Landlord
                        or any governmental entity, does or may pollute or
                        contaminate the same, or is, or may become, radioactive
                        or does, or may, adversely affect (a) the health or
                        safety of persons, wherever located, whether on the
                        Premises or anywhere else, (b) the condition, use or
                        enjoyment of the Premises or any other real or personal
                        property, whether on the Premises or anywhere else, or
                        (c) the Premises or any of the improvements thereto
                        including buildings, foundations, pipes, utility lines,
                        landscaping or parking areas;



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                3)      Produce, or permit to be produced, any intense glare,
                        light or heat;

                4)      Create, or permit to be created, any sound pressure
                        level which will interfere with the quiet enjoyment of
                        any real property outside the Premises, or which will
                        create a nuisance or violate any governmental law, rule,
                        regulation or requirement;

                5)      Create, or permit to be created, any vibration that is
                        discernible outside the Premises;

                6)      Transmit, receive or permit to be transmitted or
                        received, any electromagnetic, microwave or other
                        radiation which is or may be harmful or hazardous to any
                        person or property in, or about the Premises, or
                        anywhere else.

        b.      Storage and Use.

                1)      Storage. Subject to the uses permitted and prohibited to
                        Tenant under this Lease, Tenant shall store in
                        appropriate leak proof containers all solid, liquid or
                        gaseous matter, or any combination thereof, which
                        matter, if discharged or emitted into the atmosphere,
                        the ground or any body of water, does or may (a) pollute
                        or contaminate the same, or (b) adversely affect the (i)
                        health or safety of persons, whether on the Premises or
                        anywhere else, (ii) condition, use or enjoyment of the
                        Premises or any real or personal property, whether on
                        the Premises or anywhere else, or (iii) Premises.

                2)      Use. In addition, without Landlord's prior written
                        consent, Tenant shall not use, store or permit to remain
                        on or about the Premises any solid, liquid or gaseous
                        matter which is, or may become radioactive. If Landlord
                        does give its consent, Tenant shall store the materials
                        in such a manner that no radioactivity will be
                        detectable outside a designated storage area and Tenant
                        shall use the materials in such a manner that (a) no
                        real or personal property outside the designated storage
                        area shall become contaminated thereby and (b) there are
                        and shall be no adverse effects on the (i) health or
                        safety of persons, whether on the Premises or anywhere
                        else, (ii) condition, use or enjoyment of the Premises
                        or any real or personal property thereon or therein, or
                        (iii) Premises or any of the improvements thereto or
                        thereon.

                3)      Hazardous Materials. Subject to the uses permitted and
                        prohibited to Tenant under this Lease, Tenant shall
                        store, use, employ, transport and otherwise deal with
                        all Hazardous Materials (as defined below) employed on
                        or about the Premises in accordance with all federal,
                        state, or local law, ordinances, rules or regulations
                        applicable to Hazardous Materials in connection with or
                        respect to the Premises.



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        c.      Disposal of Waste.

                1)      Refuse Disposal. Tenant shall not keep any trash,
                        garbage, waste or other refuse on the Premises except in
                        sanitary containers and shall regularly and frequently
                        remove same from the Premises. Tenant shall keep all
                        incinerators, containers or other equipment used for
                        storage or disposal of such materials in a clean and
                        sanitary condition.

                2)      Sewage Disposal. Tenant shall properly dispose of all
                        sanitary sewage and shall not use the sewage disposal
                        system (a) for the disposal of anything except sanitary
                        sewage or (b) amounts in excess of the lesser of: (i)
                        that reasonably contemplated by the uses permitted under
                        this Lease or (ii) that permitted by any governmental
                        entity. Tenant shall keep the sewage disposal system
                        free of all obstructions and in good operating
                        condition.

                3)      Disposal of Other Waste. Tenant shall properly dispose
                        of all other waste or other matter delivered to, stored
                        upon, located upon or within, used on, or removed from,
                        the Premises in such a manner that it does not, and will
                        not, adversely affect the (a) health or safety of
                        persons, wherever located, whether on the Premises or
                        elsewhere, (b) condition, use or enjoyment of the
                        Premises or any other real or personal property,
                        wherever located, whether on the Premises or anywhere
                        else, or (c) Premises or any of the improvements thereto
                        or thereon including buildings, foundations, pipes,
                        utility lines, landscaping or parking areas.

        d.      Information. Tenant shall provide Landlord with any and all
                information regarding Hazardous Materials in the Premises,
                including copies of all filings and reports to governmental
                entities at the time they are originated during the Term hereof,
                and any other information requested by Landlord. In the event of
                any accident, spill or other incident involving Hazardous
                Materials, Tenant shall immediately report the same to Landlord
                and supply Landlord with all information and reports with
                respect to the same. All information described herein shall be
                provided to Landlord regardless of any claim by Tenant that it
                is confidential or privileged.

        e.      Compliance with Law. Notwithstanding any other provision in this
                Lease to the contrary, Tenant shall comply with all laws,
                statutes, ordinances, regulations, rules and other governmental
                requirements in complying with its obligations under this Lease,
                and in particular, relating to the storage, use and disposal of
                Hazardous Materials.

        f.      Indemnity. Tenant hereby agrees to indemnify, defend and hold
                Landlord, its agents, employees, lenders, directors,
                representatives, successors and assigns harmless from and
                against any and all actions, causes of action, losses, damages,
                costs, claims, expenses, penalties, obligations or liabilities
                of any kind whatsoever (including but not limited to reasonable
                attorneys' fees) arising out of or relating



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                to any Hazardous Materials employed, used, transported across,
                or otherwise dealt with by Tenant (or invitees, or persons or
                entities under the control of Tenant) in connection with or with
                respect to the Premises and the Business Park. Notwithstanding
                any other provision of this Lease, the indemnity obligation of
                Tenant pursuant to this P. 17.f. shall survive the termination
                of this Lease and shall relate to any occurrence as described in
                this P. 7. occurring in connection with this Lease. For purposes
                of this Lease the term "Hazardous Materials" shall mean any
                hazardous, toxic or dangerous waste, substance or material,
                pollutant or contaminant, as defined for purposes of the
                Comprehensive Environmental Response, Compensation and Liability
                Act of 1980 (42 U.S.C. Sections 9601 et seq.), as amended, or
                the Resource Conservation and Recovery Act (42 U.S.C. Section
                9601 et seq.), as amended, or any other federal, state, or local
                law, ordinance, rule or regulation applicable to the Premises,
                or any substance which is toxic, explosive, corrosive,
                flammable, infectious, radioactive, carcinogenic, mutagenic, or
                otherwise hazardous, or any substance which contains gasoline,
                diesel fuel or other petroleum hydrocarbons, polychlorinated
                biphenyis (PCB's), or radon gas, urea formaldehyde, asbestos or
                lead.

8.      SIGNS. Tenant shall not place any sign upon the Premises or the Business
        Park, except that Tenant may, with Landlord's prior written consent,
        install (but not on the roof such signs as are reasonably required to
        advertise Tenant's own business provided such signs are in compliance
        with all applicable governmental requirements and the CC&R's. The
        installation of any sign on the Premises by or for Tenant shall be
        subject to the provisions of P. 12. (Repairs and Maintenance). Landlord
        reserves all rights to the use of the roof and the right to install, and
        all revenues from the installation of, such advertising signs on the
        Premises, including the roof, as do not unreasonably interfere with the
        conduct of Tenant's business.

9.      PERSONAL PROPERTY TAXES. Tenant shall pay prior to delinquency all taxes
        assessed against and levied upon Tenant owned leasehold improvements,
        trade fixtures, furnishings, equipment and all personal property of
        Tenant contained in the Premises or elsewhere. When possible, Tenant
        shall cause its leasehold improvements, trade fixtures, furnishings,
        equipment and all other personal property to be assessed and billed
        separately from the real property of Landlord. If any of Tenant's said
        personal property shall be assessed with Landlord's real property,
        Tenant shall pay Landlord the taxes attributable to Tenant within ten
        (10) days after receipt of a written statement setting forth the taxes
        applicable to Tenant's property.

10.     REAL PROPERTY TAXES

        a.      Payment of Taxes. Landlord shall pay the Building's Real
                Property Taxes, as defined in P. 10.c., during the Term of this
                Lease. Subject to 10.b., Tenant shall promptly reimburse
                Landlord according to P. 13. for Tenant's Share of Business Park
                of such Real Property Taxes paid by Landlord.

        b.      Advance Payment. In order to ensure payment when due and before
                delinquency of any or all Real Property Taxes, Landlord reserves
                the right, at Landlord's



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                option, to estimate the current Real Property Taxes applicable
                to the Premises, and to require each installment of the Real
                Property Taxes to be paid in advance to Landlord by Tenant,
                either: (i) in a lump sum amount, at least twenty (20) days
                prior to the applicable delinquency date, or (ii) monthly in
                advance with the payment of the Base Rent. If Landlord elects to
                require payment monthly in advance, the monthly payment shall be
                that equal monthly amount which, over the number of months
                remaining before the month in which the applicable tax
                installment would become delinquent, would provide a fund large
                enough to fully discharge before delinquency the estimated
                installment of Real Property Taxes to be paid. When the actual
                amount of the applicable tax bill is known, Landlord may, but is
                not required to, adjust the amount of such equal monthly advance
                payment so as to provide the funds needed to pay the applicable
                Real Property Taxes before delinquency. If the amounts paid to
                Landlord by Tenant under the provisions of this P. 10. are
                insufficient to discharge the obligations of Tenant to pay such
                Real Property Taxes as the same become due, Tenant shall pay to
                Landlord, upon Landlord's demand, such additional sums as are
                necessary to pay such obligations. All moneys paid to Landlord
                under this P. 10. may be intermingled with other moneys of
                Landlord and shall not bear interest. In the event of a breach
                by Tenant in the performance of the obligations of Tenant under
                this Lease, then any balance of funds paid to Landlord under the
                provisions of this P. 10. may, at the option of Landlord, be
                treated as an additional Security Deposit under %5.

        c.      Definition of "Real Property Taxes". As used herein, the term
                "Real Property Taxes" shall include any form of real estate tax
                or assessment, general, special, ordinary or extraordinary, and
                any license fee, commercial rental tax, improvement bond or
                bonds, levy or tax or other fee, charge, or excise which may be
                imposed as a substitute for any of the foregoing (other than
                inheritance, personal income or estate taxes) imposed upon the
                Business Park by any authority having the direct or indirect
                power to tax, including any city, county, state or federal
                government, or any school, agricultural, sanitary, fire, street,
                drainage or other improvement district thereof, levied against
                any legal or equitable interest of Landlord in the Business
                Park, Landlord's right to rent or other income therefrom, and/or
                Landlord's business of leasing the Business Park. The term "Real
                Property Taxes" shall also include any tax, fee, levy,
                assessment or charge, or any increase therein, imposed by reason
                of events occurring, or changes in applicable law taking effect,
                during the Term of this Lease, including but not limited to a
                change in the ownership of the Business Park or in the
                improvements thereon, the execution of this Lease, or any
                modification, amendment or transfer thereof, and whether or not
                contemplated by the parties hereto.

11.     UTILITIES. Tenant shall pay for all water, gas, heat, light, power,
        telephone, trash disposal and other utilities and services supplied to
        the Premises, together with any taxes thereon. If any such services are
        not separately metered to Tenant, Tenant shall pay a reasonable
        proportion, to be determined by Landlord, of all charges jointly metered
        with other premises.



                                      -11-
<PAGE>   12
12.     REPAIRS AND MAINTENANCE

        a.      Landlord's Obligations. Landlord shall keep the Business Park,
                including the foundation, exterior walls, roof, and common area
                of the Building, and the equipment whether used exclusively for
                the Premises or in common with other premises, in good condition
                and repair subject to reimbursement by Tenant in accordance with
                113. There shall be no abatement of Rent or liability to Tenant
                on account of any injury or interference with Tenant's business
                with respect to any improvements, alterations or repairs made by
                Landlord to the Business Park or any part thereof.

        b.      Tenant's Obligations.

                1)      General. Tenant shall, at Tenant's sole cost and expense
                        and at all times, contract for janitorial services and
                        supplies, keep the Premises in good order, condition and
                        repair, including, without limiting the generality of
                        the foregoing, all equipment or facilities serving the
                        Premises (excepting only those portions of the Building
                        to be maintained by Landlord, as provided in P. 13.b.
                        below), such as plumbing, electrical, lighting
                        facilities, boilers, fired or unfired pressure vessels,
                        fixtures, interior walls, ceilings, floors, windows,
                        window frames, interior and exterior doors and door
                        frames, plate glass, and skylights. Tenant shall not
                        cause or permit any Hazardous Material to be spilled or
                        released in, on, under or about the Premises (including
                        through the plumbing or sanitary sewer system) and shall
                        promptly, at Tenant's expense: take all investigatory
                        and/or remedial action reasonably recommended, whether
                        or not formally ordered or required, for the cleanup of
                        any contamination of, and for the maintenance, security
                        and/or monitoring of the Premises, the elements
                        surrounding same, or neighboring properties, that was
                        caused or materially contributed to by Tenant, or
                        pertaining to or involving any Hazardous Materials
                        and/or storage tank brought onto the Premises by or for
                        Tenant or under its control. Tenant, in keeping the
                        Premises in good order, condition and repair, shall
                        exercise and perform good maintenance practices.
                        Tenant's obligations shall include restorations,
                        replacements or renewals when necessary to keep the
                        Premises and all improvements thereon or a part thereof
                        in good order, condition and state of repair.

                2)      Contracts. Tenant shall, at Tenant's sole cost and
                        expense, procure and maintain contracts, with copies to
                        Landlord, in customary form and substance for, and with
                        contractors specializing and experienced in, the
                        inspection, maintenance and service of heating, air
                        conditioning and ventilation equipment, if any,
                        servicing the Premises. Tenant shall keep a detailed
                        preventative maintenance schedule and log showing the
                        frequency of maintenance on all HVAC, mechanical,
                        electrical and other systems servicing the Premises and
                        provide Landlord with a copy of same quarterly.



                                      -12-
<PAGE>   13
                3)      As-is Condition. The parties affirm that Landlord, its
                        subsidiaries, officers, directors, agents and/or
                        employees have made no representations to Tenant
                        respecting the condition of the Premises except as
                        specifically stated herein.

                4)      Americans with Disabilities Act. Tenant acknowledges
                        that as of the Commencement Date, the Premises may not
                        comply with the Americans with Disabilities Act of 1990
                        ("ADA"), and that Landlord shall have no obligation with
                        respect to any such failure of the Premises to so
                        comply. Tenant shall, at its cost, at any time during
                        the Term as required by any applicable governmental
                        agency having jurisdiction over the Premises, make such
                        modifications and alterations to the Premises as may be
                        required in order to fully comply with the provisions of
                        the ADA, as from time to time amended, and any and all
                        regulations issued pursuant to or in connection with the
                        ADA in such a manner as to satisfy the applicable
                        governmental agency or agencies requiring remediation.
                        Tenant shall at least thirty (30) days prior to the
                        commencement of any construction in connection with
                        satisfaction of the ADA, give written notice to Landlord
                        of its intended commencement of construction together
                        with sufficient details so as to reasonably disclose to
                        Landlord the nature of the proposed construction, copies
                        of any notices received by Tenant from applicable
                        governmental agencies in connection with the ADA and
                        such other documents or information as Landlord may
                        reasonably request. In any event, notwithstanding
                        anything to the contrary contained in this Lease, prior
                        to the termination of the Term, Tenant shall, at its
                        cost, make such modifications and alterations to the
                        Premises as may be required to comply fully with the ADA
                        as from time to time amended and any and all regulations
                        issued thereunder. Tenant shall give the Landlord thirty
                        (30) days prior written notice as described above in
                        connection with any such construction. Any and all
                        construction required to so comply with the ADA shall be
                        completed by Tenant prior to the expiration of the Term.

        c.      Compliance with Governmental Regulations. Tenant shall, at its
                own cost and expense, promptly and properly observe and comply
                with all present and future orders, regulations, directions,
                rules, laws, ordinances, and requirements of all governmental
                authorities (including but not limited to state, municipal,
                county and federal governments and their departments, bureaus,
                boards and officials) arising from the use or occupancy of, or
                applicable to, the Premises or privileges appurtenant to or in
                connection with the enjoyment of the Premises. Tenant shall also
                comply with all such rules, laws, ordinances and requirements at
                the time Tenant makes any alteration, addition or change to the
                Premises.

        d.      Miscellaneous.

                1)      Landlord and Tenant shall each do all acts required to
                        comply with all applicable laws, ordinances and rules of
                        any public authority relating to their respective
                        maintenance obligations as set forth herein.



                                      -13-
<PAGE>   14
                2)      Tenant expressly waives the benefits of any statute now
                        or hereafter in effect which would otherwise afford the
                        Tenant the right to make repairs at Landlord's expense
                        or to terminate this Lease because of Landlord's failure
                        to keep the Premises and the Business Park in good
                        order, condition and repair. Specifically, Tenant waives
                        the provisions of California Civil Code Sections 1941
                        and 1942 with respect to Landlord's obligations for
                        Tenant tenantability of the Premises and Tenant's right
                        to make repairs and deduct the expenses of such repairs
                        from Rent.

                3)      Tenant shall not place a load upon any floor of the
                        Premises which exceeds the load per square foot which
                        such floor was designed to carry, as determined by
                        Landlord or Landlord's structural engineer. The cost of
                        any such determination made by Landlord's structural
                        engineer shall be paid for by Tenant upon demand.

                4)      Except as otherwise expressly provided in this Lease,
                        Landlord shall have no liability to Tenant nor shall
                        Tenant's obligations under this Lease be reduced or
                        abated in any manner whatsoever by reason of any
                        inconvenience, annoyance, interruption or injury to
                        business arising from Landlord making any repairs or
                        changes which Landlord is required to make or is
                        permitted to make by this Lease or by any tenant's lease
                        or is required by law to make in or to any portion of
                        the Premises. Landlord shall nevertheless use reasonable
                        efforts to minimize any interference with Tenant's
                        business in the Premises.

                5)      Tenant shall give Landlord prompt notice of any damage
                        to or defective condition in any part or appurtenance of
                        the Premises' mechanical, electrical, plumbing, HVAC or
                        other systems serving, located in or passing through the
                        Premises. Upon request by Landlord, Tenant shall provide
                        Landlord with evidence reasonably acceptable to Landlord
                        of service contracts on such systems.

                6)      Upon the expiration or early termination of this Lease,
                        Tenant shall return the Premises to Landlord clean and
                        in the same condition as on the date Tenant took
                        possession, except for normal wear and tear and the
                        provisions of P. 14 hereof. Any damage to the Premises,
                        including any structural damage, resulting from Tenant's
                        use or from the removal of Tenant's fixtures,
                        furnishings and equipment shall be repaired by Tenant at
                        Tenant's expense.

                7)      Landlord may, at Landlord's option, choose to perform
                        any of the Tenant's obligations in this P. 12. The cost
                        of any such Tenant's obligations so performed by
                        Landlord shall be at Tenant's sole cost and expense.
                        Tenant shall reimburse Landlord for any such costs
                        incurred by Landlord in the performance of such Tenant's
                        obligations within ten (10) days of receipt of a billing
                        from Landlord.



                                      -14-
<PAGE>   15
               8)     If a major portion of the HVAC system needs to be replaced
                      or if the cost to comply with governmental regulations
                      applies to the entire Building or entire Business Park and
                      would, in Landlord's judgment, customarily be deemed a
                      capital expenditure, Landlord shall perform such work and
                      amortize the cost thereof (with 10% annual interest) over
                      its useful life and Tenant shall pay the amortization
                      payment as additional Rent for the balance of the lease
                      term.

13.     OPERATING EXPENSES

        a.      Payment by Tenant. During the Term of this Lease, Tenant shall
                pay to Landlord, as additional Rent, on a monthly basis Tenant's
                Share of the Operating Expenses. If Operating Expenses are
                accounted for on a building by building basis, the Tenant's
                Share of Building shall apply. If Operating Expenses are
                accounted for on an overall Business Park basis, then Tenant's
                Share of Business Park shall apply.

        b.      Operating Expenses. The term "Operating Expenses" shall mean all
                expenses, costs and disbursements (not specifically excluded
                from the definition of Operating Expenses below) of every kind
                and nature which Landlord shall pay or become obligated to pay
                because of or in connection with the ownership, maintenance,
                repair and operation of the Business Park or any portion thereof
                (including all Buildings and Common Areas of the Business Park).
                Landlord shall make all allocations in a reasonable and
                customary manner in accordance with generally accepted
                accounting principles. Operating Expenses shall include, but not
                be limited to, the following:

                1)      Wages and salaries of all employees engaged in the
                        operation, maintenance and security of the Business
                        Park, including taxes, insurance and benefits relating
                        thereto; and the rental cost and overhead of any office
                        and storage space used to provide such services.

                2)      All supplies and materials used in the operation, repair
                        or maintenance of the Business Park.

                3)      Cost of all utilities, including surcharges, for the
                        Business Park, including the cost of water, power and
                        lighting which are not separately billed to and paid for
                        by Tenant.

                4)      Cost of all maintenance and service agreements for the
                        Business Park and the equipment thereon, including but
                        not limited to, security services, exterior window
                        cleaning, janitorial service, engineers, gardeners and
                        trash removal services.

                5)      All Insurance Costs, as such term is defined in P. 16.

                6)      Cost of repairs and general maintenance (excluding
                        repairs and general maintenance paid by proceeds of
                        insurance or by Tenant or other third



                                      -15-
<PAGE>   16
                        parties, and alterations attributable solely to the
                        other tenants of the Business Park).

                7)      A reasonable management fee for the property management
                        of the Business Park.

                8)      The costs of any additional services not provided to the
                        Business Park at the Commencement Date but thereafter
                        provided by Landlord in its management of the Business
                        Park.

                9)      The cost of any capital improvements to the Business
                        Park or any part thereof which are made during the Term
                        hereof.

                10)     Real Property Taxes, as that term is defined. in P. 10.

                11)     Assessments, dues and other amounts payable pursuant to
                        the CC&R's described in P. 6.b.

                12)     All costs to maintain, repair and replace the heating,
                        ventilation and air conditioning ("HVAC") systems
                        serving the Building and/or the Premises, including the
                        cost of maintenance contracts.

        c.      Operating Expenses shall not include:

                1)      Costs paid for directly by Tenant;

                2)      Principal and interest payments on loans secured by
                        deeds of trust recorded against the Business Park or the
                        Building of which the Business Park is a part;

                3)      Real estate sales or leasing brokerage commissions; or

                4)      Executive salaries of off-site personnel employed by
                        Landlord except for the charge (or pro rata share) of
                        the property manager of the Business Park.

        d.      Extraordinary Services. Tenant shall pay within ten (10) days of
                receipt of an invoice from Landlord the cost of additional or
                extraordinary services provided to Tenant and not paid or
                payable by Tenant pursuant to other provisions of this Lease.

        e.      Impound. Landlord reserves the right, at Landlord's option, to
                estimate the annual cost of Operating Expenses performed by
                Landlord ("Projected Operating Expenses") and to require same to
                be paid in advance. Tenant shall pay to Landlord, monthly in
                advance as additional Rent, one-twelfth (1/12) of the Projected
                Operating Expenses.

        f.      Adjustment.



                                      -16-
<PAGE>   17
                1)      Accounting. Within ninety (90) days (or as soon
                        thereafter as possible) after the close of each calendar
                        year or portion thereof of occupancy, Landlord shall
                        provide Tenant a statement of such year's actual
                        Operating Expenses showing the actual Operating Expenses
                        compared to the Projected Operating Expenses. If the
                        actual Operating Expenses are more than the Projected
                        Operating Expenses then Tenant shall pay Landlord,
                        within ten (10) days of receipt of a bill therefor, the
                        difference. If the actual Operating Expenses are less
                        than the Projected Operating Expenses, then Tenant shall
                        receive a credit against future Operating Expenses
                        payments equal to the difference; provided, that in the
                        case of an overpayment for the final lease year of the
                        Term, Landlord shall credit the difference against any
                        sums due from Tenant to Landlord in accordance with the
                        terms of this Lease; and if no sums are due and unpaid,
                        shall promptly refund the net amount to Tenant.

                2)      Proration. Tenant's liability to pay Operating Expenses
                        shall be prorated on the basis of a 365 (or 366, as the
                        case may be) day year to account for any fractional
                        portion of a year included at the commencement or
                        expiration of the Term of this Lease.

                3)      Survival. Landlord and Tenant's obligations to pay for
                        or credit any increase or decrease in payments pursuant
                        to this P. 13. shall survive this Lease.

        g.      Failure to Pay. Failure of Tenant to pay any of the charges
                required to be paid under this P. 13. shall constitute a
                material default and breach of this Lease and Landlord's
                remedies shall be as specified in P. 21.

        h.      Operating Expense Audit. Within twelve (12) months of receipt of
                any billing statement ("Statement"), and upon thirty (30) days
                prior written notice, Tenant shall have the right to examine, to
                copy and to have an audit conducted of all books and records of
                Landlord at Landlord's office pertaining to the Operating
                Expenses for the period covered by the Statement. If Tenant
                disputes the inclusion or amount of any item or items in any
                such Statement, the Parties will use good faith efforts to
                settle such dispute within thirty (30) days after notice of the
                dispute. In the event that such dispute is not settled within
                this time period, the dispute shall be resolved by a firm of
                real estate audit professionals ("Audit Professionals") mutually
                acceptable to Landlord and Tenant. Audit Professionals shall
                mean for the purposes of this P. 13.h. an independent firm of
                Certified Public Accountants with experience in real estate
                expense reviews. If Landlord and Tenant cannot agree on Audit
                Professionals within fifteen (15) days, then Landlord and Tenant
                shall each, within fifteen (15) days, select one (1) independent
                firm of Audit Professionals, and such two (2) Audit
                Professionals shall together select a third firm of Audit
                Professionals, which third firm shall be the Audit Professionals
                who shall resolve the dispute. The Audit Professionals shall be
                entitled to review all records relating to the disputed items.
                The determination of the Audit Professionals shall be final and
                binding upon both



                                      -17-
<PAGE>   18
                Landlord and Tenant. The expenses of the Audit Professionals
                shall be borne by Tenant unless said audit discloses an overall
                overstatement of gross Operating Expenses of five percent (5%)
                or more for the period being audited, in which case Landlord
                shall pay the audit expenses. If the Audit Professionals
                determine that Tenant has made an over-payment or under-payment,
                then the payment procedures in P. 13 f.1) shall be followed.

14.     ALTERATIONS. Tenant shall not make any alterations to the Premises or
        the Business Park without Landlord's prior written consent. If Landlord
        gives its consent to such alterations, Landlord may post notices in
        accordance with the laws of the state in which the Premises are located.
        All alterations made by Tenant, whether or not subject to the approval
        of Landlord, shall be performed by Tenant and its contractors in a first
        class workmanlike manner and permits and inspections shall be obtained
        from all required governmental entities. Any alterations made shall
        remain on and be surrendered with the Premises upon expiration or
        termination of this Lease, except that Landlord may, within thirty (30)
        days before or thirty (30) days after expiration of the Term, elect to
        require Tenant to remove some or all of the alterations which Tenant may
        have made to the Premises. If Landlord so elects, Tenant shall at its
        own cost restore the Premises to the condition designated by Landlord in
        its election, before the last day of the Term or within thirty (30) days
        after notice of its election is given, whichever is later. Should
        Landlord consent in writing to Tenant's alteration of the Premises,
        Tenant shall contract with a contractor approved by Landlord for the
        construction of such alterations, shall secure all appropriate
        governmental approvals and permits, and shall complete such alterations
        with due diligence in compliance with plans and specifications approved
        by Landlord. Tenant shall pay all costs for such construction and shall
        keep the Premises free and clear of all mechanics' liens which may
        result from construction by Tenant. Provided, however, Landlord hereby
        consents to the Tenant's Improvements outlined on Exhibit Al hereto and
        will not require Tenant to remove these improvements at the expiration
        or termination of the Lease. With respect to future alterations or
        improvements, Tenant may request Landlord to determine, as part of their
        approval process, whether or not they will require said alteration or
        improvement to be removed at the expiration or termination of the Lease.

15.     RELEASE AND INDEMNITY. As material consideration to Landlord, Tenant
        agrees that Landlord shall not be liable to Tenant for any damage to
        Tenant or Tenant's property from any cause, except for damages resulting
        from Landlord's gross negligence or willful misconduct, and Tenant
        waives all claims against Landlord for damage to persons or property
        arising for any reason, except for damage resulting directly from
        Landlord's breach of its express obligations under this Lease which
        Landlord has not cured within a reasonable time after written notice of
        such breach from Tenant. Tenant shall indemnify and hold Landlord
        harmless from all damages including attorneys' fees and costs arising
        out of any damage to any per-son or property occurring in, on or about
        the Premises or Tenant's use of the Premises or Tenant's breach of any
        term of this Lease.



                                      -18-
<PAGE>   19
16.     INSURANCE

        a.      Payment For Insurance. Regardless of whether the Landlord or
                Tenant is the Insuring Party, Tenant shall pay for all insurance
                required under this 116. ("Insurance Costs"). Premiums for
                policy periods commencing prior to or extending beyond the Lease
                Term shall be prorated to correspond to the Lease Term. Payment
                shall be made by Tenant to Landlord within ten (10) days
                following receipt of an invoice for any amount due.

        b.      Liability Insurance.

                1)      Carried by Tenant. Whether or not Tenant is the Insuring
                        Party, Tenant shall obtain and keep in force during the
                        Term of this Lease a commercial general liability policy
                        of insurance protecting Tenant and Landlord (as an
                        additional insured) against claims for bodily injury,
                        personal injury and property damage based upon,
                        involving or arising out of the ownership, use,
                        occupancy or maintenance of the Premises and all areas
                        appurtenant thereto. Such insurance shall be on an
                        occurrence basis providing single limit coverage in an
                        amount not less than $2,000,000.00 per occurrence with
                        an "Additional Insured-Managers or Landlords of
                        Premises" endorsement and contain an "Amendment of the
                        Pollution Exclusion" for damage caused by heat, smoke or
                        fumes from a hostile fire. The policy shall not contain
                        any intra-insured exclusions as between insured persons
                        or organizations, but shall include coverage for
                        liability assumed under this Lease as an "insured
                        contract" for the performance of Tenant's indemnity
                        obligations under this Lease. The limits of said
                        insurance required by this Lease or as carded by Tenant
                        shall not, however, limit the liability of Tenant nor
                        relieve Tenant of any obligation hereunder. All
                        insurance to be carried by Tenant shall be primary to
                        and not contributory with any similar insurance carried
                        by Landlord, whose insurance shall be considered excess
                        insurance only. All insurance coverage required pursuant
                        to this P. 16. which is to name Landlord as a named
                        insured shall also name Landlord's subsidiaries,
                        directors, agents, officers and employees as named
                        insureds.

                2)      Carried by Landlord. In the event Landlord is the
                        Insuring Party, Landlord shall also maintain liability
                        insurance as described in P. 16.b.1), in addition to,
                        and not in lieu of the insurance required to be
                        maintained by Tenant. In the event Tenant is the
                        Insuring Party, Landlord shall in addition carry
                        Landlord's Risk Coverage and insure the Premises on
                        Landlord's umbrella policy. Tenant shall not be named as
                        an additional insured therein under any insurance
                        obtained by Landlord in accordance with this P. 16.b.2).



                                      -19-
<PAGE>   20
        c.      Property Insurance - Building, Improvements and Rental Value.

                1)      Building and Improvements. The Insuring Party shall
                        obtain and keep in force during the Term of this Lease a
                        policy or policies in the name of Landlord, with loss
                        payable to Landlord and to the holders of any mortgages,
                        deeds of trust or ground leases on the Business Park
                        ("Lender(s)"), insuring loss or damage to the Business
                        Park. The amount of such insurance shall be equal to the
                        full replacement cost of the Business Park, as the same
                        shall exist from time to time, or the amount required by
                        Lender(s), but in no event more than the commercially
                        reasonable and available insurable value thereof if, by
                        reason of the unique nature or age of the improvements
                        involved, such latter amount is less than full
                        replacement cost. Such policy or policies shall insure
                        against all risks of direct physical loss or damage
                        (including the perils of flood and earthquake),
                        including coverage for any additional costs resulting
                        from debris removal and reasonable amounts of coverage
                        for the enforcement of any ordinance or law regulating
                        the reconstruction or replacement of any undamaged
                        sections of the Business Park required to be demolished
                        shall also contain an agreed valuation provision in lieu
                        of any coinsurance clause, waiver of subrogation and
                        inflation guard protection causing an increase in the
                        annual property insurance coverage amount by a factor of
                        not less than the adjusted U.S. Department of Labor
                        Consumer Price Index for All Urban Consumers for the
                        city nearest to where the Business Park is located. If
                        such insurance coverage has a deductible clause, then
                        Tenant shall be liable for such deductible amount. Even
                        if Landlord is the Insuring Party, Tenant's personal
                        property shall be insured by Tenant under P. 16.d.
                        rather than by Landlord.

                2)      Rental Value. The Insuring Party shall, in addition,
                        obtain and keep in force during the term of this Lease a
                        policy or policies in the name of Landlord, with loss
                        payable to Landlord and Lender(s), insuring the loss of
                        the full rental and other charges payable by Tenant to
                        Landlord under this Lease for one (1) year (including
                        all Real Property Taxes, Insurance Costs and any
                        scheduled Rent increases). Said insurance shall provide
                        that in the event the Lease is terminated by reason of
                        an insured loss, the period of indemnity for such
                        coverage shall be extended beyond the date of the
                        completion of repairs or replacement of the Premises, to
                        provide for one full years loss of Rent from the date of
                        any such loss. Said insurance shall contain an agreed
                        valuation provision in lieu of any coinsurance clause,
                        and the amount of coverage shall be adjusted annually to
                        reflect the projected Rent, Real Property Taxes,
                        Insurance Costs and other expenses, if any, otherwise
                        payable by Tenant, for the next twelve (12) month
                        period. Tenant shall be liable for any deductible amount
                        in the event of such loss.

                3)      Adjacent Premises. If the Premises are part of a larger
                        building, or if the Premises are part of a group of
                        buildings owned by Landlord which are



                                      -20-
<PAGE>   21
                        adjacent to the Premises, the Tenant shall pay for any
                        increase in the premiums for the property insurance of
                        such building or buildings if said increase is caused by
                        Tenant's acts, omissions, use or occupancy of the
                        Premises.

                4)      Tenant's Improvements. If the Landlord is the Insuring
                        Party, the Landlord shall not be required to insure
                        Tenant's personal property and leasehold improvements
                        unless the item in question has become the property of
                        Landlord under the terms of this Lease. If Tenant is the
                        Insuring Party, the policy carried by Tenant under this
                        P. 16.c. shall insure Tenant's personal property and
                        leasehold improvements.

        d.      Tenant's Property Insurance. Subject to the requirements of
                P. 16.e., Tenant at its cost shall either by separate policy, or
                at Landlord's option, by endorsement to a policy already
                carried, maintain insurance coverage on all of Tenant's personal
                property and Tenant owned leasehold improvements in, on or about
                the Premises similar in coverage to that carried by the Insuring
                Party under P. 16.c. Such insurance shall be full replacement
                cost coverage with a deductible of not to exceed $10,000 per
                occurrence. The proceeds from any such insurance shall be used
                by Tenant for the replacement of personal property or the
                restoration of Tenant owned leasehold improvements. Tenant shall
                be the Insuring Party with respect to the insurance required by
                this P. 16.d. and shall provide Landlord with written evidence
                that such insurance is in force.

        e.      Insurance Policies. Insurance required per this P. 16. shall be
                with companies duly licensed to transact business in the state
                where the Premises are located, and maintaining during the
                policy term a "General Policyholders Rating" of at least A- X,
                or such other minimal rating as may be required by Lender(s) as
                set forth in the most current issue of "Best's Insurance Guide."
                Tenant shall not do or permit to be done anything which shall
                invalidate the insurance policies referred to in this P. 16.
                Tenant shall cause to be delivered to Landlord certified copies
                of policies of such insurance or certificates evidencing the
                existence and amounts of such insurance with the insureds and
                loss payable clauses as required by this Lease. No such policy
                shall be cancelable or subject to modification except after
                thirty (30) days prior written notice to Landlord. Tenant shall
                at least thirty (30) days prior to the expiration of such
                policies, furnish Landlord with evidence of renewals or
                "insurance binders" evidencing renewal thereof, or Landlord may
                order such insurance and charge the cost thereof to Tenant,
                which amount shall be payable by Tenant to Landlord upon demand.
                If the Insuring Party shall fail to procure and maintain the
                insurance required to be carried by the Insuring Party under
                this P. 16., the other Party may, but shall not be required to,
                procure and maintain the same, but at Tenant's expense.

        f.      Mutual Waiver. Notwithstanding anything to the contrary
                contained in this Lease, to the extent that this release and
                waiver does not invalidate or impair their respective insurance
                policies, the parties hereto release each other and their
                respective agents, employees, officers, directors, shareholders,
                successors,



                                      -21-
<PAGE>   22
                assignees and subtenants from all liability for injury to any
                person or damage to any property that is caused by or results
                from a risk which is actually insured against pursuant to the
                provisions of this Lease without regard to the negligence or
                willful misconduct of the parties so released. Each party shall
                use its best efforts to cause each insurance policy it obtains
                to provide that the insurer thereunder waives all right of
                recovery by way of subrogation as required herein in connection
                with any injury or damage covered by the policy. If such
                insurance policy cannot be obtained with such waiver of
                subrogation, or if such waiver of subrogation is only available
                at additional cost and the party for whose benefit the waiver is
                not obtained does not pay such additional costs after reasonable
                notice, then the party obtaining such insurance shall promptly
                notify the other party of the inability to obtain insurance
                coverage with the waiver of subrogation.

17.     DAMAGE AND DESTRUCTION

        a.      Damage - Restoration Required. In the event that the Building
                containing the Premises is damaged by fire or other casualty
                which is covered under insurance pursuant to the provisions of
                P. 16. above, Landlord shall restore such damage provided that:
                (i) the destruction of the Building containing the Premises does
                not exceed sixty percent (60%) of the then replacement value of
                the Building containing the Premises; (ii) the insurance
                proceeds are available (inclusive of any deductible amounts) to
                pay one hundred percent (100%) of the cost of restoration; and
                (iii) in the reasonable judgment of Landlord, the restoration
                can be completed within two hundred and seventy (270) days after
                the date of the damage or casualty under the laws and
                regulations of the state, federal, county and municipal
                authorities having jurisdiction. The deductible amount of any
                insurance coverage for damages to the Premises shall be paid by
                Tenant. If such conditions apply so as to require Landlord to
                restore such damage pursuant to this P. 17.a., this Lease shall
                continue in full force and effect, unless otherwise agreed to in
                writing by Landlord and Tenant. Tenant shall be entitled to a
                proportionate reduction of Rent while such restoration takes
                place, such proportionate reduction to be based on the extent to
                which the damage and restoration efforts interfere with Tenant's
                business in the Premises. Tenant's right to a reduction of Rent
                hereunder shall be Tenant's sole and exclusive remedy in
                connection with any such damage.

        b.      Damage - Restoration Not Required. In the event that the
                Building containing the Premises is damaged by a fire or other
                casualty and Landlord is not required to restore such damage in
                accordance with the provisions of P. 17.a. immediately above,
                Landlord shall have the option to either (i) repair or restore
                such damage, with the Lease consisting in full force and effect,
                but Rent to be proportionately abated as provided in P. 17.a.
                above, or (ii) give notice to Tenant any time within thirty (30)
                days after the occurrence of such damage terminating this Lease
                as of a date to be specified in such notice which date shall not
                be less than thirty (30) nor more than sixty (60) days after the
                date on which such notice of termination is given. In the event
                of the giving of such notice of termination, this Lease shall
                expire and all interest of Tenant in the Premises shall
                terminate on the date so specified in such notice and the Rent,
                reduced by any proportionate reduction in



                                      -22-
<PAGE>   23
                Rent as provided for in P. 17.a. above, shall be paid to the
                date of such termination. Notwithstanding the foregoing, if
                Tenant delivers to Landlord the funds necessary to make up the
                shortage (or absence) in insurance proceeds and the restoration
                can be completed in a two hundred seventy (270) day period, as
                reasonably determined by Landlord, and the destruction of the
                Building containing the Premises does not exceed sixty percent
                (60%) of the then replacement value, Landlord shall restore the
                Premises as provided in P. 17.a. above.

        c.      End of Term Casualty. Notwithstanding the provisions of P. 17.a.
                and P. 17.b. above, either Landlord or Tenant may terminate this
                Lease if the Building containing the Premises is damaged by fire
                or other casualty (and Landlord's reasonably estimated cost of
                restoration of the Building containing the Premises exceeds ten
                percent (10%) of the then replacement value of the Building
                containing the Premises) and such damage or casualty occurs
                during the last twelve (12) months of the Term of this Lease (or
                the Term of any renewal option, if applicable) by giving the
                other notice thereof at any time within thirty (30) days
                following tile occurrence of such damage or casualty. Such
                notice shall specify the date of such termination which date
                shall not be less than thirty (30) nor more than sixty (60) days
                following the date on which such notice of termination is given.
                In the event of the giving of such notice of termination, this
                Lease shall expire and all interest of Tenant in the Premises
                shall terminate on the date so specified in such notice and the
                Rent shall be paid to the date of such termination.

        d.      Termination by Tenant. In the event that the destruction to the
                Building containing the Premises cannot be restored as required
                herein under applicable laws and regulations within two hundred
                seventy (270) days of the damage or casualty, notwithstanding
                the availability of insurance proceeds, Tenant shall have the
                right to terminate this Lease by giving the Landlord notice
                thereof within thirty (30) days of date of the occurrence of
                such casualty specifying the date of termination which shall not
                be less than thirty (30) days nor more than sixty (60) days
                following the date on which such notice of termination is given.
                In the event of the giving of such notice of termination, this
                Lease shall expire and all interest of Tenant in the Premises
                shall terminate on the date so specified in such notice and the
                Rent, reduced by any proportionate reduction in Rent as provided
                for in P. 17.a. above, shall be paid to the date of such
                termination.

        e.      Restoration. Landlord agrees that, in any case in which Landlord
                is required to, or otherwise agrees to restore the Building
                containing the Premises, Landlord shall proceed with due
                diligence to make all appropriate claims and applications for
                the proceeds of insurance and to apply for and obtain all
                permits necessary for the restoration of the Building containing
                the Premises. Landlord shall use reasonable efforts to enforce
                any and all provisions in any mortgage, deed of trust or other
                encumbrance on the Building containing the Premises requiring
                Landlord and Lender to permit insurance proceeds to be used for
                restoration. Landlord shall restore the Premises at least equal
                to the condition existing prior to the date of the damage if
                permitted by applicable law.



                                      -23-
<PAGE>   24
18.     CONDEMNATION

        a.      Definitions. The following definitions shall apply: (1)
                "Condemnation" means (a) the exercise of any governmental power
                of eminent domain, whether by legal proceedings or otherwise by
                condemnor, or (b) the voluntary sale or transfer by Landlord to
                any condemnor either under threat of condemnation or while legal
                proceedings for condemnation are proceeding-, (2) "Date of
                Taking" means the date the condemnor has right to possession of
                the property being condemned; (3) "Award" means all
                compensation, sums or anything of value awarded, paid or
                received on a total or partial Condemnation; and (4) "Condemnor"
                means any public or quasi-public authority, or private
                corporation or individual, having power of Condemnation.

        b.      Obligations to be Governed by Lease. If during the Term of the
                Lease there is any taking of all or any part of the Building
                containing the Premises, the rights and obligations of the
                parties shall be determined strictly pursuant to this Lease.

        c.      Total or Partial Taking. If the Building containing the Premises
                are totally taken by Condemnation, this Lease shall terminate on
                the Date of Taking. If any portion of the Building containing
                the Premises is taken by Condemnation, this Lease shall remain
                in effect, except that Tenant can elect to terminate this Lease
                if the remaining portion of the Premises is rendered unsuitable
                for Tenant's continued use of the Premises. If Tenant elects to
                terminate this Lease, Tenant must exercise its right to
                terminate by giving notice to Landlord within thirty (30) days
                after the nature and extent of the Condemnation have been
                finally determined. If Tenant elects to terminate this Lease,
                Tenant shall also notify Landlord of the date of termination,
                which date shall not be earlier than thirty (30) days nor later
                than ninety (90) days after Tenant has notified Landlord of its
                election to terminate; except that this Lease shall terminate on
                the Date of Taking if the Date of Taking falls on a date before
                the date of termination as designated by Tenant. If any portion
                of the Premises is taken by Condemnation and this Lease remains
                in full force and effect, on the Date of Taking the Base Rent
                shall be reduced by an amount in the same ratio. as the total
                number of square feet in the Premises taken bears to the total
                number of square feet in the Premises immediately before the
                Date of Taking. Any Award for the taking of all or any part of
                the Premises under the power of eminent domain or any payment
                made under threat of the exercise of such power shall be the
                property of Landlord, whether such Award shall be made as
                compensation for diminution in value of the leasehold or for the
                taking of the fee, or as severance damages; provided, however,
                that Tenant shall be entitled to any compensation separately
                awarded to Tenant for Tenant's relocation expenses and/or loss
                of Tenant's trade fixtures.

19.     ASSIGNMENT OR SUBLEASE

        a.      Tenant shall not assign or encumber its interest in this Lease
                or the Premises or sublease all or any part of the Premises or
                allow any other person or entity (except Tenant's authorized
                representatives, employees, invitees or guests) to occupy or



                                      -24-
<PAGE>   25
                use all or any part of the Premises without first obtaining
                Landlord's consent, which consent shall not be unreasonably
                withheld. Any assignment, encumbrance or sublease without
                Landlord's prior written consent shall be voidable and at
                Landlord's election, shall constitute a default. If Tenant is a
                partnership, a withdrawal or change, voluntary, involuntary or
                by operation of law of any partner, or the dissolution of the
                partnership, shall be deemed a voluntary assignment. If Tenant
                consists of more than one person, a purported assignment,
                voluntary or involuntary or by operation of law from one person
                to the other shall be deemed a voluntary assignment. If Tenant
                is a corporation, any dissolution, merger, consolidation or
                other reorganization of Tenant, or sale or other transfer of a
                controlling percentage of the capital stock of Tenant, or the
                sale of at least fifty percent (50%) of the value of the assets
                of Tenant shall be deemed a voluntary assignment. All Rent
                received by Tenant from its subtenants in excess of the Rent
                payable by Tenant to Landlord under this Lease applicable to the
                portion of the Premises subleased shall be paid to Landlord, or
                any sums to be paid by an assignee to Tenant in consideration of
                the assignment of this Lease shall be paid to Landlord. If
                Tenant requests Landlord to consent to a proposed assignment or
                subletting, Tenant shall pay to Landlord, whether or not consent
                is ultimately given, an amount equal to Landlord's reasonable
                attorneys' fees and costs incurred in connection with such
                request. Tenant shall, upon completion of any assignment or
                subletting of all or any portion of the Premises, immediately
                and irrevocably assign to Landlord as security for Tenant's
                obligations under the Lease, all Rent from any such subletting
                or assignment. Landlord, as assignee and attorney in fact for
                Tenant, shall have the right to collect all rent and other
                revenues collectable pursuant to any such sublet or assignment
                and apply such rent and other revenues towards Tenant's
                obligations under the Lease provided, however, that Landlord
                shall have no right to collect such rent and other revenues
                until the occurrence of an act of default under this Lease.

        b.      No interest of Tenant in this Lease shall be assignable by
                involuntary assignment through operation of law (including
                without limitation the transfer of this Lease by testacy or
                intestacy). Each of the following acts shall be considered an
                involuntary assignment: (a) if Tenant is or becomes bankrupt or
                insolvent, makes an assignment for the benefit of creditors, or
                institutes proceedings under the Bankruptcy Act in which Tenant
                is the bankrupt; or if Tenant is a partnership or consists of
                more than one person or entity, if any partner of the
                partnership or other person or entity is or becomes bankrupt or
                insolvent, or makes an assignment for the benefit of creditors;
                or (b) if a writ of attachment or execution is levied on this
                Lease; or (c) if in any proceeding or action to which Tenant is
                a party, a receiver is appointed with authority to take
                possession of the Premises. An involuntary assignment shall
                constitute a default by Tenant and Landlord shall have the right
                to elect to terminate this Lease, in which case this Lease shall
                not be treated as an asset of Tenant.

        c.      Landlord may, at its option, elect to terminate the Lease
                instead of approving the requested assignment or sublease.
                Should Landlord so elect to terminate this Lease, all of the
                obligations of the parties thereunder shall terminate on the
                later



                                      -25-
<PAGE>   26
                of sixty (60) days following Landlord's notice to Tenant of its
                election hereunder, or the effective date of the proposed
                assignment or subletting sought by the Tenant, but in no event
                later than one hundred twenty (120) days following the date of
                Landlord's election under this P. 19.c. At the time of
                termination, all obligations of both parties hereunder shall
                terminate as to obligations thereafter accruing except as
                otherwise expressly provided in this Lease. Provided that the
                proposed sublessee (or assignee, as the case may be) has a Net
                Worth on its most recent financial statement prepared in
                accordance with generally accepted accounting principles of at
                least $5,000,000, the provisions of this 119.c. shall not apply
                if, at the time of the proposed sublease (or assignment, as the
                case may be), Tenant engages in a transaction with the proposed
                sublessee (or assignee, as the case may be) to sell (i) all or
                substantially all of Tenant's assets, or (ii) a majority of
                Tenant's common stock.

20.     DEFAULT. The occurrence of any of the following shall constitute a
        default by Tenant: (a) a failure of Tenant to pay Rent within five (5)
        days of its due date; (b) abandonment and vacation of the Premises
        (failure to occupy and operate the Premises for sixty (60) consecutive
        days shall be deemed an abandonment and vacation); or (c) failure to
        timely perform any other provision of this Lease.

21.     LANDLORD'S REMEDIES. Landlord shall have the following remedies if
        Tenant is in default. (These remedies are not exclusive; they are
        cumulative and in addition to any remedies now or later allowed by law):

        a.      Landlord may continue this Lease in full force and effect, and
                this Lease will continue in effect so long as Landlord does not
                terminate Tenant's right to possession, and Landlord shall have
                the right to collect Rent when due. During the period Tenant is
                in default, Landlord can enter the Premises and relet the
                Premises, or any part of the Premises, to third parties for
                Tenant's account. Tenant shall be liable immediately to Landlord
                for all costs Landlord incurs in reletting the Premises,
                including without limitation, brokers' commissions, expenses of
                remodeling the Premises required by the reletting, and like
                costs. Reletting can be for a period shorter or longer than the
                remaining Term of this Lease. Tenant shall pay to Landlord the
                Rent due under this Lease on the dates the Rent is due, less the
                Rent Landlord receives from any reletting. No act by Landlord
                allowed by this P. 21.a. shall terminate this Lease unless
                Landlord notifies Tenant in writing that Landlord elects to
                terminate this Lease. After Tenant's default and for so long as
                Landlord does not terminate Tenant's right to possession of the
                Premises, if Tenant obtains Landlord's consent, Tenant shall
                have the right to assign or sublet its interest in this Lease,
                but Tenant shall not be released from liability. Landlord's
                consent to such a proposed assignment or subletting shall not be
                unreasonably withheld. If Landlord elects to relet the Premises
                as provided in this P. 21.a., Rent that Landlord receives from
                reletting shall be applied to the payment of: first, any
                indebtedness from Tenant to Landlord other than Rent due from
                Tenant; second, all costs, including for maintenance incurred by
                Landlord in reletting; and third, Rent due and unpaid under this
                Lease. After deducting the payments referred to in this P.
                21.a., any sum remaining from the Rent Landlord



                                      -26-
<PAGE>   27
                receives from reletting shall be held by Landlord and applied in
                payment of future Rent as Rent becomes due under this Lease. In
                no event shall Tenant be entitled to any excess Rent received by
                Landlord. If, on the date Rent is due under this Lease, the Rent
                received from the reletting is less than the Rent due on that
                date, Tenant shall pay to Landlord in addition to the remaining
                Rent _____ all costs including for maintenance Landlord incurred
                in reletting that remain after applying the Rent received from
                the reletting as provided in this P. 21.a.; and

        b.      Landlord may terminate Tenant's right to possession of the
                Premises at any time. No act by Landlord other than giving
                express written notice thereof to Tenant shall terminate this
                Lease. Acts of maintenance, efforts to relet the Premises, or
                the appointment of a receiver on Landlord's initiative to
                protect Landlord's interest under this Lease shall not
                constitute a termination of Tenant's right to possession. Upon
                termination of Tenant's right to possession, Landlord has the
                right to recover from Tenant: (1) the Worth of the unpaid Rent
                that had been earned at the time of termination of Tenant's
                right to possession; (2) the Worth 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 the
                loss of Rent that Tenant proves could have been reasonably
                avoided; (3) the Worth of the amount of the unpaid Rent that
                would have been earned after the award throughout the remaining
                Term of the Lease to the extent such unpaid Rent exceeds the
                amount of the loss of Rent that Tenant proves could have been
                reasonably avoided; and (4) any other amount, including but not
                limited to, expenses incurred to relet the Premises, court
                costs, attorneys' fees and collection costs necessary to
                compensate Landlord for all detriment caused by Tenant's
                default. The "Worth", as used above in (1) and (2) in this P.
                21.b. is to be computed by allowing interest at the lesser of 18
                percent per annum or the maximum legal interest rate permitted
                by law. The "Worth", as used above in (3) in this P. 21.b., is
                to be computed by discounting the amount at the discount rate of
                the Federal Reserve Bank of San Francisco at the time of the
                award, plus one percent (1%).

22.     ENTRY OF PREMISES. Landlord and/or its authorized representatives shall
        have the right to enter the Premises at all reasonable times with
        reasonable prior notice for any of the following purposes: (a) to
        determine whether the Premises are in good condition and whether Tenant
        is complying with its obligations under this Lease; (b) to do any
        necessary maintenance and to make any restoration to the Premises that
        Landlord has the right or obligation to perform; (c) to post "for sale"
        signs at any time during the Term, or to post "for rent" or "for lease"
        signs during the last ninety (90) days of the Term or during any period
        while Tenant is in default; (d) to show the Premises to prospective
        brokers, agents, buyers, tenants or persons interested in leasing or
        purchasing the Premises, at any time during the Term; or (e) to repair,
        maintain or improve the Premises and to erect scaffolding and protective
        barricades around and about the Premises but not so as to prevent entry
        to the Premises and to do any other act or thing necessary for the
        safety or preservation of the Premises. Landlord shall not be liable in
        any manner for any inconvenience, disturbance, loss of business,
        nuisance or other damage arising out of Landlord's entry onto the
        Premises as provided in this P. 22. Tenant shall not be entitled to an
        abatement or reduction of Rent if Landlord exercises any rights reserved
        in this



                                      -27-
<PAGE>   28
        P. 22. Landlord shall conduct its activities on the Premises as provided
        herein in a commercially reasonable manner that will lessen the
        inconvenience, annoyance or disturbance to Tenant.

23.     SUBORDINATION

        a.      Automatic Subordination. Without the necessity of any additional
                document being executed by Tenant for the purpose of effecting a
                subordination, and at the election of Landlord or any Lender(s)
                against the Building containing the Premises, this Lease shall
                be subject and subordinate at all times to (i) all ground leases
                or underlying leases which may now exist or hereafter be
                executed affecting the Building containing the Premises, (ii)
                the lien of any mortgage or deed of trust which may hereafter be
                executed affecting the Building containing the Premises, and
                (iii) the lien of any mortgage or deed of trust which may
                hereafter be executed in any amount for which the Premises,
                ground leases or underlying leases, or Landlord's interest or
                estate in any of said items is specified as security. 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. In
                connection with any such termination of a ground lease or
                underlying lease or any foreclosure or conveyance in lieu of
                foreclosure made in connection with any mortgage or deed of
                trust, then so long as Tenant is not in default pursuant to this
                Lease, Tenant shall not be disturbed in its possession of the
                Premises or in the enjoyment of its rights pursuant to this
                Lease during the Term of this Lease or any extension or renewal
                thereof.

        b.      Additional Subordination. From time to time at the request of
                Landlord, Tenant covenants and agrees to execute and deliver
                within ten (10) days following the date of written request from
                Landlord, documents evidencing the priority or subordination of
                this Lease with respect to any ground lease or underlying lease
                or the lien of any mortgage or deed of trust in connection with
                the Building containing the Premises. Any and all such documents
                shall be in such form as is reasonably acceptable to Tenant and
                Landlord as well as the Lender(s) and other applicable party.
                Any subordination agreement so requested by Landlord shall
                provide for Tenant to attorn to the successor in interest to
                Landlord and shall further provide that Tenant shall not be
                disturbed in its possession of the Premises or in the enjoyment
                of its rights pursuant to this Lease so long as Tenant is not in
                default with respect to its obligations pursuant to the Lease.
                Any such Subordination, Non-disturbance and Attornment Agreement
                shall be recorded in the official records of the office of the
                County Recorder in the County in which the Premises is located.

        c.      Notice from Lender. Tenant shall be entitled to rely upon any
                notice given by Lender(s) in connection with the Premises
                requesting that Tenant make all future Rent payments to such
                Lender(s), and Tenant shall not be liable to Landlord for any
                payment made to such Lender(s) in accordance with such notice.



                                      -28-
<PAGE>   29
24.     ESTOPPEL CERTIFICATE -- TENANT FINANCIAL STATEMENTS. Tenant, at any time
        and from time to time, upon not less than ten (10) days written notice
        from Landlord, will execute, acknowledge and deliver to Landlord and, at
        Landlord's request, to any existing or prospective purchaser, ground
        lessor or mortgagee of any part of the Premises, a certificate of Tenant
        stating: (a) that Tenant has accepted the Premises (or, if Tenant has
        not done so, Tenant has not accepted the Premises and specifying the
        reasons therefor); (b) the Commencement and Expiration Dates of this
        Lease; (c) that this Lease is unmodified and in full force and effect
        (or, if there have been modifications, that same is in full force and
        effect as modified and stating the modifications); (d) whether or not to
        the best of Tenant's knowledge there are then existing any defense,
        against the enforcement of any of the obligations of Tenant under this
        Lease (and, if so, specifying same); (e) whether or not to the best of
        Tenant's knowledge there are then existing any defaults by Landlord in
        the performance of its obligations under this Lease (and, if so,
        specifying same); (f) the dates, if any, to which the Rent and other
        charges under this Lease have been paid; (g) whether or not there are
        Rent increases during the Lease Term and if so the amount of same; (h)
        whether or not the Lease contains any options or rights of first offer
        or first refusal; (i) the amount of any Security Deposit or other sums
        due Tenant; (j) the current notice address for Tenant; and (k) any other
        information that may reasonably be required by any of such persons. It
        is intended that any such certificate of Tenant delivered pursuant to
        this P. 24. may be relied upon by Landlord and any existing or
        prospective purchaser, ground lessor or mortgagee of the Building
        containing the Premises. Tenant agrees, at any time upon request by
        Landlord, to deliver to Landlord the current financial statements of
        Tenant with an opinion of a certified public accountant, if available,
        including a balance sheet and profit and loss statement for the most
        recent prior three years all prepared in accordance with generally
        accepted accounting principles consistently applied.

25.     WAIVER. No delay or omission in the exercise of any right or remedy by
        Landlord shall impair such right or remedy or be construed as a waiver.
        No act or conduct of Landlord. including without limitation, acceptance
        of the keys to the Premises, shall constitute an acceptance of the
        surrender of the Premises by Tenant before the expiration of the Term.
        Only written notice from Landlord to Tenant shall constitute acceptance
        of the surrender of the Premises and accomplish termination of the
        Lease. Landlord's consent to or approval of any act by Tenant requiring
        Landlord's consent or approval shall not be deemed to waive or render
        unnecessary Landlord's consent to or approval of any subsequent act by
        Tenant. Any waiver by Landlord of any Default must be in writing and
        shall not be a waiver of any other Default concerning the same or any
        other provision of the Lease.

26.     SURRENDER OF PREMISES; HOLDING OVER. Upon expiration of the Term, Tenant
        shall surrender to Landlord the Premises and all tenant improvements and
        alterations in the same condition as existed at the Commencement Date,
        except for ordinary wear and tear and alterations which Tenant has the
        right or is obligated to remove under the provisions of P. 14. herein.
        Tenant shall remove all personal property including, without limitation,
        all wallpaper, paneling and other decorative improvements or fixtures
        and shall perform all restoration made necessary by the removal of any
        alterations or Tenant's personal property before the expiration of the
        Term, including, for



                                      -29-
<PAGE>   30
        example, restoring all wall surfaces to their condition as of the
        Commencement Date. Landlord can elect to retain or dispose of in any
        manner Tenant's personal property not removed from the Premises by
        Tenant prior to the expiration of the Term. Tenant waives all claims
        against Landlord for any damage to Tenant resulting from Landlord's
        retention or disposition of Tenant's personal property. Tenant shall be
        liable to Landlord for Landlord's cost for storage, removal and disposal
        of Tenant's personal property.

        If Tenant with Landlord's consent remains in possession of the Premises
        after expiration of the Term or after the date in any notice given by
        Landlord to Tenant terminating this Lease, such possession by Tenant
        shall be deemed to be a month to month tenancy cancelable by either
        party on thirty (30) days written notice given at any time by either
        party and all provisions of this Lease, except those pertaining to Term,
        renewal options and Base Rent shall apply and Tenant shall pay monthly
        Base Rent in an amount equal to one hundred fifty percent (150%) of the
        Base Rent for the last full calendar month immediately preceding
        expiration of the Term.

27.     NOTICES. All notices, demands, or other communications required or
        contemplated under this Lease shall be in writing and shall be deemed to
        have been duly given 48 hours from the time of mailing if mailed by
        registered or certified mail, return receipt requested, postage prepaid,
        or 24 hours from the time of shipping by overnight carrier, or the
        actual time of delivery if delivered by personal service to the parties
        at the addresses specified in P. 1. Either Tenant or Landlord may change
        the address to which notices are to be given to such party hereunder by
        giving written notice of such change of address to the other in
        accordance with the notice provisions hereof.

28.     TENANT IMPROVEMENTS.

        a.      Landlord's Improvements: Landlord shall deliver the Premises to
                Tenant in its current "As Is" condition, except that Landlord
                will complete the demising wall and make the appropriate
                division of existing HVAC and electrical systems in order to
                demise the Premises in accordance with the Plan attached as
                Exhibit A. New demising wall(s) to include sound insulation.

        b.      (i) Tenant's Improvements: Landlord hereby grants Tenant a
                Construction Allowance not to exceed Thirty Three Thousand Seven
                Hundred Ninety Three Dollars ($33,793.00) for carpet, paint and
                other refurbishments or improvements to be done by Tenant
                ("Tenant's Improvements"). The Construction Allowance is not to
                be used to purchase items of personal property which will become
                the property of Tenant or the installation of Tenant's furniture
                and equipment, or to install cabling for telecommunications
                and/or computer networks.

                (ii) Landlord will reimburse Tenant for costs paid to outside
                vendors or contractors for materials or services for Tenant
                Improvements, up to the maximum allowance stipulated in P.
                28.b.(i) above, upon Tenant's submittal to Landlord of approved
                paid invoices for reimbursement. Should Tenant not use the full
                Construction Allowance by December 31, 1997, Landlord shall have
                no further obligation to reimburse Tenant from the Construction
                Allowance except



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<PAGE>   31
                for approved invoices submitted to Landlord for reimbursement
                prior to December 31, 1997.

                (iii) All of the work to be done by Tenant under this P. 28.b.
                shall be done in accordance with the provisions of P. 14.
                hereof.

29.     Commencement Date and Expiration Date.

        a.      Notwithstanding any other provision of this Lease to the
                contrary, the Term of the Lease shall commence on or about May
                1, 1997, but more specifically on the date that Landlord has
                completed Landlord's Improvements in accordance with P. 28.a.
                above. Landlord shall allow Tenant to enter the Premises to
                commence the installation of Tenant's Improvements prior to the
                completion of Landlord's Improvements ("Early Occupancy for
                Installation of Tenant's Improvements") only to the extent that
                the work relating to Tenant's Improvements does not interfere
                with or delay the installation of Landlord's Improvements. All
                terms and conditions of the Lease, except for the payment of
                Rent, shall be in full force and effect during the Early
                Occupancy for Installation of Tenant's Improvements.

        b.      Should the Lease commence in accordance with P. 29.a. above,
                prior to May 1, 1997, Landlord will abate the Rent that would
                otherwise be due from the Commencement Date through April 30,
                1997 Rental Abatement"), and then amortize the Rental Abatement
                over the remaining thirty-six month term of the Lease,
                commencing May 1, 1997, at 10% annual interest, which amount
                shall be paid monthly as additional Rent.

        c.      Regardless of the actual Commencement Date, the Expiration Date
                shall be April 30, 2000.

30.     OPTION TO RENEW

        a.      Grant of Option. Tenant shall have the right, at its option, to
                extend the Lease for one (1) period of two (2) years ("Extended
                Term") commencing at the expiration of the initial Term,
                provided that at the time of exercise of the option and at the
                time of commencement of such Extended Term, Tenant is not in
                default under this Lease.

        b.      Exercise of Option. If Tenant decides to extend the Lease for
                the Extended Term, Tenant shall give written notice to Landlord
                of its. election to extend not less than nine (9) months prior
                to the expiration of the initial Term. Tenant's failure to give
                timely notice to Landlord of Tenant's election to extend shall
                be deemed a waiver of Tenant's right to extend. The terms and
                conditions applicable to the Extended Term shall be the same
                terms and conditions contained in this Lease except that
                Landlord shall have no obligation to provide any Tenant
                Improvements and Tenant shall not be entitled to any further
                option to extend. The Base Rent for the Extended Term shall be
                the then market rental rate as reasonably determined by
                Landlord, but in no event shall it be less than the Base Rent
                prevailing immediately prior to the expiration of the initial
                Term.



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<PAGE>   32
                Furthermore, the monthly Base Rent for the second year of the
                Extended Term will reflect an increase of $0.05 per rentable
                square foot over the monthly Base Rent for the first year of the
                Extended Term.

31.     MISCELLANEOUS PROVISIONS.

        a.      Time of Essence. Time is of the essence of each provision of
                this Lease.

        b.      Successor. This Lease shall be binding on and inure to the
                benefit of the parties and their successors, except as provided
                in P. 19.

        c.      Landlord's Consent. Any consent required by Landlord under this
                Lease must be granted in writing and may be withheld or
                conditioned by Landlord in its sole and absolute discretion
                unless otherwise provided.

        d.      Commissions. Each party represents that it has not had
                dealings with any real estate broker, finder or other person
                with respect to this Lease in any manner, except for the
                Broker(s) identified in P. 1., who shall be compensated by
                Landlord in accordance with the separate agreement between
                Landlord and the Broker(s).

        e.      Other Charges; Legal Fees. If Landlord becomes a party to any
                litigation concerning this Lease or the Premises by reason of
                any act or omission of Tenant or Tenant's authorized
                representatives, Tenant shall be liable to Landlord for
                reasonable attorneys' fees and court costs incurred by Landlord
                in the litigation. Should the court render a decision which is
                thereafter appealed by any party thereto, Tenant shall be liable
                to Landlord for reasonable attorneys' fees and court costs
                incurred by Landlord in connection with such appeal.

                If either party commences any litigation against the other party
                or files an appeal of a decision arising out of or in connection
                with the Lease, the prevailing party shall be entitled to
                recover from the other party reasonable attorneys' fees and
                costs of suit. If Landlord employs a collection agency to
                recover delinquent charges, Tenant agrees to pay all collection
                agency and attorneys' fees charged to Landlord in addition to
                Rent, late charges, interest and other sums payable under this
                Lease.

        f.      Landlord's Successors. In the event of a sale or conveyance by
                Landlord of the Building containing the Premises, the same shall
                operate to release Landlord from any liability under this Lease,
                and in such event Landlord's successor in interest shall be
                solely responsible for all obligations of Landlord under this
                Lease.

        g.      Interpretation. This Lease shall be construed and interpreted in
                accordance with the laws of the state in which the Premises are
                located. This Lease constitutes the entire agreement between the
                parties with respect to the Premises, except for such guarantees
                or modifications as may be executed in writing by the parties
                from time to time. When required by the context of this Lease,
                the singular shall include the plural, and the masculine shall
                include the feminine and/or neuter. "Party" shall mean Landlord
                or Tenant. If more than one person or entity



                                      -32-
<PAGE>   33
                constitutes Landlord or Tenant, the obligations imposed upon
                that party shall be joint and several. The enforceability,
                invalidity or illegality of any provision shall not render the
                other provisions unenforceable, invalid or illegal.

        h.      Auctions. Tenant shall not conduct, nor permit to be conducted,
                either voluntarily or involuntarily any auction upon the
                Premises without first having obtained Landlord's prior written
                consent. Notwithstanding anything to the contrary in this Lease,
                Landlord shall not be obligated to exercise any standard of
                reasonableness in determining whether to grant such consent.

        i.      Conflict. Any conflict between the printed provisions of this
                Lease and the typewritten or handwritten provisions shall be
                controlled by the typewritten or handwritten provisions.

        j.      Offer. Preparation of this Lease by Landlord or Landlord's agent
                and submission of same to Tenant shall not be deemed an offer to
                lease to Tenant. This Lease is not intended to be binding until
                executed by all Parties hereto.

        k.      Amendments. This Lease may be modified only in writing, signed
                by the Parties in interest at the time of the modification. The
                parties shall amend this Lease from time to time to reflect any
                adjustments that are made to the Base Rent or other Rent payable
                under this Lease. As long as they do not materially change
                Tenant's obligations hereunder, Tenant agrees to make reasonable
                non-monetary modifications to this Lease as may be reasonably
                required by Lender(s) in connection with the obtaining of normal
                financing or refinancing of the property of which the Premises
                are a part.

        l.      Construction. The Landlord and Tenant acknowledge that each has
                had its counsel review this Lease, and hereby agree that the
                normal rule of construction to the effect that any ambiguities
                are to be resolved against the drafting party shall not be
                employed in the interpretation of this Lease or in any
                amendments or exhibits hereto.

32.     Captions. Article, section and paragraph captions are not a part hereof.

33.     Exhibits. For reference purposes the Exhibits are listed below:

        Exhibit A:    The Premises
        Exhibit Al:   Initial Tenant's Improvements
        Exhibit B:    Business Park
        Exhibit C:    Rules and Regulations
        Exhibit D:    Covenants, Conditions And Restrictions



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<PAGE>   34
LANDLORD:                              TENANT:

LIMAR REALTY CORP. #24,                VINA TECHNOLOGY, INC.,
a California corporation               a California corporation


By: /s/ Theodore H. Kruttschnitt       By: /s/ Gaymond Schultz
    --------------------------------       -------------------------------------
        Theodore H. Kruttschnitt
              President                Name: Gaymond Schultz
                                             -----------------------------------
                                       Title: VP Operations
                                             -----------------------------------
Date: 3/24/97                          Date: 3/18/97
      -------------------------------        -----------------------------------



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