[LOGO]  CB
COMMERCIAL

SUBLEASE

CB COMMERCIAL REAL ESTATE GROUP, INC.      *a wholly owned subsidiary of Journal
BROKERAGE AND MANAGEMENT                   Communications, Inc., as joint and
LICENSED REAL ESTATE BROKER                several co-tenants.



 1. PARTIES.
    This Sublease,  dated 11/12,  1996, is made between Journal  Communications,
    Inc.,   a   Wisconsin    corporation   and   Imperial   Printing   Company,*
    ("Sublessor"),**  and Bell  Microproducts,  Inc., a  California  corporation
    ("Sublessee").
                                                      / **SEE RIDER N0. 1 /
 2. MASTER LEASE.
    Sublessor  is the lessee  under a written  lease  dated  December  22, 1995,
    wherein  DiNapoli,   DiNapoli  and  Mulcahy  Trust,  a  California   qeneral
    partnership  ("Lessor")***  leased to Sublessor the real property located in
    the City of San Jose, County of Santa Clara, State of California,  described
    as 2020 South Tenth Street, San Jose,  California, containing  approximately
    141,520+/-  square  feet,   single-story  facility  and  connector  building
    ("Master Premises"). Said lease has been amended by the following amendments
    A Rider  with eight (8)  sections,  Exhibit  A,  Exhibit  B,  Exhibit C, and
    Disclosure  of  Special  Studies,  said  lease  and  amendments  are  herein
    collectively  referred to as the "Master  Lease" and are attached  hereto as
    Exhibit "A."
                                                      / ***SEE RIDER N0. 2 /
 3. PREMISES
    Sublessor  hereby  subleases to Sublessee  on the terms and  conditions  set
    forth  in  this  Sublease  the  following  portion  of the  Master  Premises
    ("Premises"):  2020 South Tenth  Street,  San Jose,  California,  containing
    141,520+/-  square feet,  single-story  facility and  connector  building as
    shown in Exhibit B attached hereto and made a part hereof.

 4. WARRANTY BY SUBLESSOR.
    Sublessor warrants and represents to Sublessee that the Master Lease has not
    been  amended  or  modified  except  as  expressly  set forth  herein,  that
    Sublessor is not now, and as of the commencement of the Term hereof will not
    be, in default or breach of any of the  provisions of the Master Lease,  and
    that  Sublessor has no knowledge of any claim by Lessor that Sublessor is in
    default or breach of any of the provisions of the Master Lease.

 5. TERM.    / SEE RIDER NO. 5 /

 6. RENT.
    6.1 Minimum Rent.  Sublessee shall pay to Sublessor as minimum rent, without
        deduction,  setoff,  notice, or demand,  at IPC Communication  Services,
        Inc.  2011 Senter Road,  San Jose,  California or at such other place as
        Sublessor shall designate from time to time by notice to Sublessee.
        / SEE RIDER NO. 6.1 /
        Sublessee shall pay to Sublessor upon execution of this Sublease the sum
        of  Seventy-Nine  Thousand Five Hundred  Eighty-Six and  No/1OO*********
        Dollars  ($79,586.00********)  as rent for  February  1997.  If the Term
        begins or ends on a day other than the first or last day of a month, the
        rent for the  partial  months  shall be  prorated  on a per diem  basis.
        Additional provisions: / SEE RIDER NO. 6.2 /

    6.2 Operating Costs. If the Master Lease requires Sublessor to pay to Lessor
        all or a portion  of the  expenses  of  operating  the  building  and/or
        project of which the Premises are a part ("Operating Costs"),  including
        but not limited to taxes, utilities, or insurance,  then Sublessee shall
        pay to Sublessor as additional  rent One Hundred  percent  (100%) of the
        amounts  payable by Sublessor for Operating  Costs  incurred  during the
        Term, Such

                                       1

<PAGE>

        additional rent shall be payable as and when Operating Costs are payable
        by Sublessor to Lessor.  If the Master Lease provides for the payment by
        Sublessor of Operating Costs on the basis of an estimate  thereof,  then
        as and when adjustments between estimated and actual Operating Costs are
        made under  the Master Lease, the obligations of Sublessor and Sublessee
        hereunder shall be adjusted in a like manner; and if any such adjustment
        shall occur after the  expiration  or earlier  termination  of the Term,
        then the  obligations of Sublessor and Sublessee  under this  Subsection
        6.2 shall survive such expiration or termination.  Sublessor shall, upon
        request by Sublessee,  furnish  Sublessee  with copies of all statements
        submitted  by Lessor of actual or estimated  Operating  Costs during the
        Term.

 7. SECURITY DEPOSIT.
    Sublessee  shall  deposit with Sublessor upon execution of this Sublease the
    sum of Eighty Thousand and No/100*******************************************
    Dollars   ($80,000.00**********)   as  security  for  Sublessee's   faithful
    performance of Sublessee's  obligations hereunder ("Security  Deposit").  If
    Sublessee  fails to pay rent or other charges when due under this  Sublease,
    or fails to perform any of its other  obligations  hereunder,  Sublessor may
    use or apply all or any portion of the  Security  Deposit for the payment of
    any rent or other amount then due hereunder  and unpaid,  for the payment of
    any  other  sum for  which  Sublessor  may  become  obligated  by  reason of
    Sublessee's  default  or  breach,  or for any loss or  damage  sustained  by
    Sublessor as a result of Sublessee's default or breach. If Sublessor so uses
    any portion of the Security Deposit,  Sublessee shall,  within ten (10) days
    after written demand by Sublessor,  restore the Security Deposit to the full
    amount  originally  deposited,  and  Sublessee's  failure  to  do  so  shall
    constitute a default under this Sublease. Sublessor shall not be required to
    keep the Security Deposit separate from its general accounts, and shall have
    no obligation or liability for payment of interest on the Security  Deposit.
    In the event  Sublessor  assigns its  interest in this  Sublease,  Sublessor
    shall  deliver to its  assignee so much of the  Security  Deposit as is then
    held by Sublessor.
                                                          / SEE RIDER NO. 7 /
 8. USE OF PREMISES.
    The Premises shall be used and occupied only for office sales,  research and
    development,   light  assembly,  light  manufacturing  and  distribution  of
    electronic products and related legal uses, and for no other use or purpose.

 9. ASSIGNMENT AND SUBLETTING.
    Sublessee  shall not assign this Sublease or further  sublet all or any part
    of the Premises  without the prior  written  consent of  Sublessor  (and the
    consent of Lessor, if such is required under the terms of the Master Lease).
                                                         / SEE RIDER NO. 9 /
10. OTHER PROVISIONS OF SUBLEASE.
    Except as  otherwise  provided  in RIDER NO.  10, all  applicable  terms and
    conditions of the Master Lease are incorporated into and made a part of this
    Sublease as if Sublessor were the lessor or Landlord  thereunder,  Sublessee
    the lessee or Tenant  thereunder,  and the  Premises  the  Master  Premises,
    except for the following:
    Sections 1.03, 1.04, 1.05,  1.06,  1.08,  1.09, 1.10, 1.11,  1.12(a),  2.01,
    2.02, 3.01, 3.03, 5.01. 13.02(c),  13.06; Article 14; Rider Paragraphs 1, 5,
    6, 7, and 8 of the Rider to Lease Agreement.

    Sublessee  shall not commit or suffer any act or omission  that will violate
    any of the  provisions of the Master  Lease.  Sublessor  shall  exercise due
    diligence in attempting to cause Lessor to perform its obligations under the
    Master Lease for the benefit of Sublessee.  If the Master Lease  terminates,
    this  Sublease  shall  terminate  and the  parties  shall be relieved of any
    further liability or obligation under this Sublease,  provided however, that
    if the  Master  Lease  terminates  as a result  of a  default  or  breach by
    Sublessor or Sublessee under this Sublease and/or the Master Lease, then the
    defaulting party shall be liable to the  nondefaulting  party for the damage
    suffered as a result of such termination.  Notwithstanding the foregoing, if
    the Master Lease gives  Sublessor any right to terminate the Master Lease in
    the event of the partial or total damage,  destruction,  or  condemnation of
    the Master  Premises or the building or project of which the Master Premises
    are a part,  the exercise of such right by Sublessor  shall not constitute a
    default or breach hereunder.

11. ATTORNEYS' FEES.   / **SEE RIDER N0. 10A /
                                                            / SEE RIDER 11 /

12. AGENCY DISCLOSURE:
    Sublessor and Sublessee each warrant that they have dealt with no other real
    estate broker in connection with this transaction except: CB COMMERCIAL REAL
    ESTATE GROUP, INC., who represents Sublessor Journal Communications, Inc., a
    Wisconsin  corporation and Imperial Printing Company, a Michigan corporation
    ("Broker") and C0RNISH AND CAREY COMMERCIAL REAL ESTATE, who represents Bell
    Microproducts, Inc., a California corporation.

    In the event that CB  COMMERCIAL  REAL  ESTATE GROUP, INC.  represents  both
    Sublessor and  Sublessee,  Sublessor and Sublessee  hereby confirm that they
    were timely advised of the dual  representation and that they consent to the
    same,  and that they do not expect said broker to disclose to either of them
    the confidential information of the other party.

13. COMMISSION.
    Upon  execution  of this  Sublease,  and consent  thereto by Lessor (if such
    consent is required  under the terms of the Master Lease),  Sublessor  shall
    pay Broker a real estate brokerage commission in accordance with Sublessor's
    contract  with  Broker for the  subleasing  of  the  Premises,  if any,  and
    otherwise in the amount of Two Hundred Sixty-Five Thousand and No/100 ******
    ******************** Dollars ($265,000.00********), for services rendered in
    effecting this Sublease.  Broker is hereby made a third party beneficiary of
    this Sublease for the purpose of enforcing its right to said commission.
                                                            / SEE RIDER 14 /

14. NOTICES.

                                       2

<PAGE>

15. CONSENT BY LESSOR.
    THIS SUBLEASE  SHALL BE OF NO FORCE OR EFFECT UNLESS  CONSENTED TO BY LESSOR
    WITHIN 10 DAYS AFTER EXECUTION HEREOF, IF SUCH CONSENT IS REQUIRED UNDER THE
    TERMS OF THE MASTER LEASE.**
                                                    / **SEE RIDER NO. 15 /
16. COMPLIANCE.
    The parties  hereto agree to comply with all applicable  federal,  state and
    local laws, regulations,  codes, ordinances and administrative orders having
    jurisdiction  over the  parties,  property  or the  subject  matter  of this
    Agreement,  including, but not limited to, the 1964 Civil Rights Act and all
    amendments  thereto,  the Foreign  Investment  In Real Property Tax Act, the
    Comprehensive Environmental Response Compensation and Liability Act, and The
    Americans With Disabilities Act.

Sublessor: JOURNAL C0MMUNICATIONS, INC.      Sublessee: BELL MICROPRODUCTS, INC.
          -----------------------------                -------------------------
By: /s/ Douglas Hosking                       By:  /s/ Robert J. Sturgeon
   ------------------------------------         --------------------------------
Title: Vice President                        Title: VP Operations
      ---------------------------------            -----------------------------
By:                                          By: /s/ Remo E. Canessa
   ------------------------------------         --------------------------------
Title:                                       Title: VP of Finance
      ---------------------------------            -----------------------------
Date: 11/12/96                               Date: 11/19/96
     ----------------------------------           ------------------------------

* SEE SIGNATURE BLOCK BELOW.

                          LESSOR'S CONSENT TO SUBLEASE

CONSULT YOUR  ADVISORS -- This  document has been  prepared for approval by your
attorney.  No representation or recommendation is made by Broker as to the legal
sufficiency or tax  consequences of this document or the transaction to which it
relates. These are questions for your attorney.

In any real  estate  transaction,  it is  recommended  that you  consult  with a
professional,  such as a civil engineer,  industrial  hygienist or other person,
with  experience  in evaluating  the  condition of the  property,  including the
possible  presence of asbestos,  hazardous  materials  and  underground  storage
tanks.

Sublessor: IMPERIAL PRINTING COMPANY

By: /s/ Douglas Hosking
   ------------------------------------
Title: President
      ---------------------------------
Date: 11/12/96
     ----------------------------------

                                       3

<PAGE>

                                                                        11\11\96

                               RIDER TO SUBLEASE

        This RIDER TO SUBLEASE  ("Rider")  pertains to and is hereby made a part
of the Sublease  Agreement dated as of November 12, 1996, by and between JOURNAL
COMMUNICATIONS,  INC., a Wisconsin  corporation and IMPERIAL PRINTING COMPANY, a
Michigan corporation (collectively  "Sublessor"),  and BELL MICROPRODUCTS,  INC.
("Sublessee").  This Rider  shall be attached  to the  Sublease  and made a part
thereof.

Rider No. 1:

"Sublessor" is defined in the Master Lease as "Tenant."

Rider No. 2:

"Lessor" is defined in the Master Lease as "Landlord."

Rider No. 5:

Term:  The  term  of  this  Sublease  shall  commence   February  1,  1997  (the
"Commencement  Date") and shall  expire on January  31,  2002 (the  "Termination
Date") unless either of these dates are advanced,  delayed, or otherwise changed
in accordance  with any other specific  provisions of this  Sublease.  Sublessee
shall have all early  rights of occupancy  Sublessor  has under the Master Lease
subject to all  conditions  set forth  therein.  If  Sublessor  does not deliver
possession  of the Premises to Sublessee  on November 1, 1996,  Sublessor  shall
deliver a notice to Sublessee which sets forth the actual Termination Date which
shall be  binding  upon  Sublessee  unless  Sublessee  objects  to the notice in
writing within five (5) days of Sublessee's receipt of the same.

Delay in Delivery of Possession:  Sublessor  shall not be liable to Sublessee if
Sublessor  does not deliver  possession of the Premises to Sublessee on the date
of this Sublease.  Sublessor's non-delivery of the Premises to Sublessee on that
date shall not affect this Sublease or the  obligations of Sublessee  under this
Sublease,  except that the  Termination  Date shall be extended  one (1) day for
each day  delivery of  possession  of the  Premises to Sublessee is delayed past
November  1, 1996,  but no longer  than  thirty  (30) days.  Provided  that this
Sublease  is  still  in full  force  and  effect  and has not  been  terminated,
immediately  upon Sublessor's  receipt of possession of the Premises,  Sublessor
shall deliver possession of the Premises to Sublessee.




<PAGE>

                                                                        11\11\96

Sublease  Cancellation  Rights: If Sublessor does not deliver  possession of the
Premises to  Sublessee on or prior to December 1, 1996,  Sublessee  may elect to
cancel this Sublease by giving written notice to Sublessor  prior to the earlier
of December 5, 1996, or  the date  possession  of the  Premises is  delivered to
Sublessee.  If  Sublessee  gives such notice,  (i) the Sublease  shall be deemed
immediately  canceled,  (ii) any  consideration  previously paid by Sublessee to
Sublessor on account of this Sublease shall be returned to Sublessee, (iii) this
Sublease  shall have no further force or effect,  (iv)  Sublessor  shall have no
further liability to Sublessee on account of such delay or cancellation, and (v)
neither Sublessor nor Sublessee shall have further  obligations to the other. If
Sublessee  does not give such notice,  Sublessee's  right to cancel the Sublease
shall expire and the Term shall  commence upon the delivery of possession of the
Premises to Sublessee.

Condition  of  Premises:   Sublessor  shall  have  no  obligation  to  make  any
improvement  or  alterations  to  the  Premises.  By  taking  possession  of the
Premises,  Sublessee  will  be  deemed  to have  accepted  the  Premises  in its
condition on the date of delivery of  possession.  Sublessee  acknowledges  that
neither  Sublessor  nor any agent of Sublessor  has made any  representation  or
warranty  with  respect  to the  Premises,  the  parking  area  surrounding  the
Premises,  or any portions thereof,  or with respect to the suitability of same,
for the conduct of Sublessee's  business and Sublessee further acknowledges that
Sublessor  will have no  obligation  to  construct  or complete  any  additional
buildings or improvements within or about the Premises.

Rider No. 6.1:

Commencing  February 1, 1997 and continuing  through  July 1999, Sublessee shall
pay as minimum rent the sum of Seventy-Nine Thousand Five Hundred Eighty-Six and
No/100 Dollars ($79,586.00) per month in accordance with all other provisions of
Paragraph 6.1. Subject to the provisions of Rider No. 26,  commencing  August 1,
1999 and continuing through the Termination Date, Sublessee shall pay as minimum
rent the sum of  Eighty-Two  Thousand  Four Hundred  Sixteen and No/100  Dollars
($82,416.00) per month in accordance with all other provisions of Paragraph 6.1.
Sublessee  shall  have no  obligation  to pay  minimum  rent for the  months  of
November and December 1996 and January 1997.  Sublessee's  obligation to pay the
minimum rent set forth in this  Paragraph 6.1 shall  commence  February 1, 1997,
whether or not  Sublessor  delivers to Sublessee  possession  of the Premises on
November 1, 1996. The minimum rent is payable on the twenty-fifth  (25th) day of
the calendar  month  immediately  prior to each calendar month for which minimum
rent is payable.  For example, the minimum rent due for February 1997 is due and
payable on January 25, 1997.


                                       2

<PAGE>

                                                                        11\11\96

Rider No. 6.2:

Although  no  minimum  rent  shall be  payable  by  Sublessee  for the months of
November and December 1996 and January  1997,  Sublessee  shall be  responsible,
after  Sublessor  has delivered  possession  of the Premises to  Sublessee,  for
payment of all other monetary obligations under this Sublease including, without
limitation,  the payment of real property taxes, insurance premiums,  utilities,
and all other  Operating  Costs  payable by Sublessor to Lessor under the Master
Lease.

Rider No. 7:

The Security Deposit shall be refunded to Sublessee after Sublessee  vacates the
Premises  within the time period  required under then  California  law, less any
application  of the Security  Deposit made  pursuant to this Sublease or charges
necessary  or  reasonably  estimated  to  compensate  Sublessor  for any loss or
damages  sustained by Sublessor due to any default or breach by Sublessee of any
obligation hereunder,  including, but not limited to,  expenses, dues, and costs
incurred by Sublessor in securing full possession of the Premises.

Rider No. 9:

Sublessor's  consent to any proposed  assignment  of the Sublease or sublease of
the Premises shall not be unreasonably  withheld or delayed. Any consent granted
by Sublessor  shall be made with the  understanding  that Sublessee shall not be
released from any past, present,  or future obligation under this Sublease,  and
shall  remain  liable  for the  prompt  payment  of rent  and  the  keeping  and
performance  of all conditions and covenants of this Sublease by Sublessee to be
kept and performed.

Rider No. 10:

Notwithstanding  any  provision  in this  Sublease  or the  Master  Lease to the
contrary:

    A.  To the extent that the Master Lease provides or requires that Lessor:

        (1) Shall  pay  any  sum  (including,  without  limitation,  any  tenant
            improvement allowance);

        (2) Make any representation or warranty;

        (3) Prepare plans and/or construct or install any tenant improvements or
            alterations;

        (4) Not unreasonably withhold or delay any consent; or


                                       3

<PAGE>

                                                                        11\11\96

        (5) Provide,  obtain,  or  maintain  services,   utilities,   insurance,
            repairs,  maintenance,  or any and all  other  landlord  obligations
            rendered  in  connection  with the  use,  occupancy,  ownership,  or
            operation of the  Premises,  the building of which the Premises is a
            part, or any parking and landscape area;

Sublessor shall have no liability to Sublessee or any person or entity acting by
or through  Sublessee  arising  from  Lessor's  breach or default  with  respect
thereto. In addition,  Sublessor shall not be required to perform or satisfy any
such obligations  except to make a reasonable  effort to cause Lessor to perform
its obligations  under the Master Lease.  Notwithstanding  any provision in this
Rider No. 10 to the  contrary,  Sublessor  shall  retain the  obligation  to (i)
refund to Sublessee  any amounts  Sublessor  actually  receives  from Lessor for
excess  Additional  Rent in accordance  with the  provisions of Article 4 of the
Master Lease, (ii) not unreasonably withhold or delay its consent when Sublessee
is  obligated  to obtain  Sublessor's  consent and the  Sublease  does not allow
Sublessor  to  withhold or delay its  consent in its  discretion,  and (iii) pay
attorneys' fees it may owe (as opposed to Lessor) under Article 12.

B.  With respect to Article 4 of the Master Lease:

    (1) All references to insurance premiums and deductibles for which Sublessee
        is required to pay shall be deemed to be the premiums and deductibles of
        Lessor and not Sublessor;

    (2) Sublessor   shall  have  no   obligation  to  perform  any  of  Lessor's
        obligations thereunder; and

    (3) Sublessee  agrees that any of its obligations to Sublessor under Section
        4.04 shall also be obligations to Lessor,  and Sublessor shall be deemed
        to have  satisfied  any  obligations  it may  have as the  tenant  under
        Section 4.04 if such obligations are satisfied by Sublessee.

C.  With respect to Rider to Lease Agreement Paragraph 2 of the Master Lease (or
    the  provisions  of  any  work  letter  agreement   executed  by  Sublessor,
    Sublessee, and Lessor ("Work Letter Agreement"):

    (1) Sublessor  shall  have   no  obligation   to  perform  any  of  Lessor's
        obligations thereunder;

    (2) Sublessee  shall be  entitled  to utilize  all or any  portion of the TI
        Allowance or Subtenant Improvement Allowance;


                                       4

<PAGE>

                                                                        11\11\96

    (3) Sublessor shall consent to the initial tenant improvements  approved and
        constructed  by  Lessor  in  accordance  with  the  provisions  of  this
        Paragraph 2 of the Rider to the Master  Lease and/or the  provisions  of
        any Work Letter Agreement (the "Initial Sublease Improvements");

    (4) Subject  to the  provisions  of Rider No.  26,  Sublessee  shall have no
        obligation to remove any of the Initial  Sublease  Improvements  made to
        the Premises; and

    (5) If Sublessor incurs, or could incur, any liabilities, costs, expenses or
        damages as a result of Sublessee's failure to satisfy any of Sublessee's
        obligations under any Work Letter  Agreement,  such obligations shall be
        deemed to be obligations of Sublessee under this Sublease.

D.  Deleted.

E.  Sublessor  may not place "for sale" or "for lease"  signs on the Premises or
    within the parking or landscape  areas around the Premises prior to the last
    twelve (12) months of the Term of this Sublease.

F.  With respect to Sections 5.05 and 6.02 of the Master Lease,  Sublessee shall
    neither release  Sublessor from, nor indemnify  Sublessor,  with respect to:
    (i) the  negligence  or willful  misconduct  of Sublessor or its  respective
    agents, employees, contractors, or invitees; or (ii) a breach of Sublessor's
    obligations or  representations  under this Sublease.  The provisions of the
    previous sentence,  however, will have no force or effect to the extent they
    result in any  increased  liability  to  Sublessor  arising from any claims,
    actions,  or proceedings made or commenced by Lessor. The provisions of this
    Rider No. 10, Paragraph F shall survive the expiration or sooner termination
    of the Sublease.

G.  With  respect to Section 6.06 of the Master  Lease:  upon  surrendering  the
    Premises  at the  expiration  or  sooner  termination  of the  Term  of this
    Sublease, Sublessee shall not be:

    (1) Responsible  for repairing  casualty  damage covered by Article 7 of the
        Master Lease or for  Hazardous  Materials  not  introduced;  discharged,
        emitted,  or released in, under,  on, or about the Premises by Sublessee
        or  Sublessee's   agents,   employees,   contractors,   representatives,
        invitees,  successors,  assignees, or subtenants,  unless Lessor has the
        right to, and actually  does,  hold Sublessor  responsible  for the same
        under the Master Lease or California law; and


                                       5

<PAGE>

                                                                        11\11\96

    (2) Subject  to the  provisions  of Rider No.  26,  required  to remove  any
        improvements to the Premises  existing as of the  Commencement  Date, or
        the Initial Sublease Improvements.

The provisions of this Rider No. 10, Paragraph G shall survive the expiration or
sooner termination of the Sublease.

H.  With respect to Articles 7 and 8:

    (1) Sublessor   shall  have  no   obligation  to  perform  any  of  Lessor's
        obligations under either article;

    (2) Sublessor  shall  retain all rights it has under the Master Lease as the
        "Tenant" to terminate  the same in  accordance  with the  provisions  of
        either article;

    (3) Sublessor and Sublessee shall deliver all notices to the other that each
        receives from, or delivers to, Lessor,  immediately  upon receipt or the
        delivery of such notices;

    (4) References  to  "Landlord's"  rights  to  elect  to make  repairs  or to
        terminate the Lease and to  "Landlord's"  receipt of insurance  proceeds
        and maintenance of insurance shall mean "Lessor;"

    (5) Sublessor shall  immediately  deliver notices received from Sublessee to
        Lessor which  implement the matter  contained in Sublessee's  notices to
        Sublessor pursuant to which Sublessee  exercises its rights under either
        article; and

    (6) Any  abatement of rent granted to Sublessor  pursuant to either  article
        shall operate to abate the rent under this Sublease.

I.  With respect to Article 10 of the Master  Lease,  Sublessee  shall not be in
    material  default  of this  Sublease  if it fails to make  any  payments  of
    minimum rent or  additional  rent,  or any other  payment or escrow  deposit
    required  to be made by  Sublessee  under  this  Sublease,  as and when due,
    unless such failure  continues  for a period of five (5) days after  written
    notice of such  failure  from  Sublessor to Sublessee is received (or deemed
    received);  provided,  however, that any such notice will be in lieu of, and
    not in addition to, any notice  required under  applicable  law  (including,
    without  limitation,  the provisions of California  Code of Civil  Procedure
    Section 1161 regarding unlawful detainer actions or any successor statute or
    law of a similar nature).


                                       6

<PAGE>

                                                                        11\11\96

Rider No. 10A:

Sublessee  agrees to fully perform the "Tenant's"  obligations  under the Master
Lease  (excluding  those arising from the provisions  "excepted" in the previous
sentence  of  this  Paragraph  10) to  the  extent  that  such  obligations  are
applicable to the Premises or arise, directly or indirectly, from Sublessee' use
and occupancy of the Premises.

Rider No. 11:

The provisions of  Article 11 of the Sublease are intentionally omitted with the
understanding  that the  provisions  of Article  12 of the Master  Lease will be
applicable to Sublessor and Sublessee.

Rider No. 14:

       A.  Unless  otherwise  specifically  provided in this  Sublease,  a bill,
demand, statement,  consent, notice, or communication which Sublessor may desire
or be  required  to give to  Sublessee  shall be  deemed  sufficiently  given or
rendered only if it is in writing, delivered personally to Sublessee, or sent by
certified mail (return receipt  requested) or private  overnight  courier (e.g.,
Federal  Express  or similar  courier)  (postage  fully  prepaid)  addressed  to
Sublessee at:

        Prior to the Commencement Date:             After the Commencement Date:

        Bell Microproducts                          Bell Microproducts
        1941 Ringwood Avenue                        2020 South Tenth Street
        San Jose, CA 95131                          San Jose, CA 95112
        Attention: Bob Sturgeon                     Attention: Bob Sturgeon

or at such other address as Sublessee  shall designate by notice given as herein
provided.

        B. Unless  otherwise  specifically  provided in this  Sublease,  a bill,
demand, statement,  consent, notice, or communication which Sublessee may desire
or be  required  to give to  Sublessor  shall be  deemed  sufficiently  given or
rendered only if it is in writing, delivered personally to Sublessor, or sent by
certified mail (return receipt  requested) or private  overnight courier  (e.g.,
Federal  Express  or similar  courier)  (postage  fully  prepaid)  addressed  to
Sublessor at:

        Imperial Printing Company
        2011 Senter Road
        San Jose, CA 95112
        Attention: Doug Hosking, President


                                       7

<PAGE>

                                                                        11\11\96

or at such other address as Sublessor  shall designate by notice given as herein
provided.

       C. The time of the receipt of such bills or statements  and of the giving
of such consents,  notices, demands,  requests, or communications  (collectively
"notice") by Sublessee or Sublessor shall be deemed to be the earlier of (i) the
date delivered if personally delivered,  (ii) if the notice is sent by certified
mail,  the date the U.S.  Post  Office  certifies  delivery or refusal to accept
delivery,  or if the U.S. Post Office fails to provide such certification,  then
five (5)  days  after  the same is  mailed,  or (iii) if the  notice  is sent by
private overnight courier prior to the time deadline for next day delivery,  one
(1) day after the same is picked up by or delivered to such  courier.  Rejection
or refusal to accept a notice, request, demand, or the inability to deliver same
because of a changed  address of which no notice was given shall be deemed to be
a  receipt  of  the   notice,   request,   or  demand   sent.   The  absence  or
non-availability  of Bob Sturgeon or Doug  Hosking,  as the case may be, for any
reason  whatsoever  shall not extend the time of  delivery of any notice sent by
certified mail or private overnight  courier which otherwise  complies with this
Sublease.

Rider No. 15:

In the event  Lessor does not consent to this  Sublease  within such time period
and this  Sublease is deemed to have no force or effect,  then  Sublessor  shall
promptly  refund  to  Sublessee  any  security  deposit  and  prepaid  rent paid
hereunder by Sublessee.

Rider No. 17:

SUBLESSEE PARKING.

Sublessee  shall have the exclusive  right to use the parking spaces in the area
designated for Sublessee's use in Exhibit B-1 attached  hereto.  Sublessor shall
not be required to tow parked cars,  provide sanctions against improper parking,
or otherwise  take steps to free occupied  parking spaces for  Sublessee's  use.
Sublessor shall retain the exclusive right to use the parking spaces in the area
designated for Sublessor's use in Exhibit B-1.

Rider No. 18:

SUBLESSOR'S OBLIGATIONS.

Sublessor  shall fully perform all of its  obligations as the "Tenant" under the
Master  Lease to the  extent  (i)  Sublessee  has not  agreed  to  perform  such
obligations under this Sublease, and (ii) Sublessor is not otherwise relieved of
such obligations pursuant to the provisions of this Sublease.  Until the term of
this Sublease expires or


                                       8

<PAGE>

                                                                        11\11\96

is sooner terminated, Sublessor shall not amend or waive any provision under the
Master Lease in a manner which would  materially  adversely  affect  Sublessee's
rights and obligations  under this Sublease  without  Sublessee's  prior written
consent, which consent shall not be unreasonably withheld or delayed. Sublessor,
with  respect to the  obligations  of Lessor under the Master  Lease,  shall use
Sublessor's  diligent  good  faith  efforts  to cause  Lessor  to  perform  such
obligations  for the benefit of  Sublessee.  Such   diligent  good faith efforts
shall  include,  without  limitation:  (a)  upon  Sublessee's  written  request,
immediately  notifying Lessor of its nonperformance  under the Master Lease, and
requesting that Lessor perform its obligations  under the Master Lease;  and (b)
permitting  Sublessee to commence a lawsuit or other action in Sublessor's  name
to obtain the performance required from Lessor under the Master Lease; provided,
however,  that (i)  Sublessee  does not allege a  constructive  eviction in such
lawsuit, (ii) such lawsuit cannot result in the termination of the Master Lease,
and (iii) if Sublessee commences a lawsuit or other action,  Sublessee shall pay
all costs and expenses  incurred in connection  therewith,  and Sublessee  shall
indemnify  Sublessor  against,  and hold Sublessor harmless from, all reasonable
costs and  expenses  incurred by Sublessor in  connection  therewith.  Sublessor
shall not:

    (i)   Exercise any right to terminate  the Master Lease  pursuant to Section
          2.02 thereof; or

    (ii)  Enter into any  agreement  to  terminate  the Master  Lease  where the
          effective  date of such  termination  is  prior to the  expiration  or
          sooner termination of the term of this Sublease,

without   Sublessee's  prior  written  consent,   which  consent  shall  not  be
unreasonably withheld or delayed.

Rider No. 19:

SUBLESSOR'S REPRESENTATIONS AND WARRANTIES.

As an  inducement  to  Sublessee  to enter  into this  Sublease,  to the best of
Sublessor's  actual  knowledge,  Sublessor  represents and warrants that (i) the
Master Lease is in full force and effect, and (ii) there exists under the Master
Lease no  default or event of default  by either  Lessor or  Sublessor,  nor has
there occurred any event which,  with the giving of notice or passage of time or
both,  could  constitute such a default or event of default.  Sublessor  further
represents  and  warrants  that the copy of the Master  Lease  attached  to this
Sublease as Exhibit A is a true and  complete  copy of the Master Lease and that
there are no addenda, amendments, exhibits, or modifications to the Master Lease
except those which are attached hereto as part of the Master Lease.


                                       9

<PAGE>

                                                                        11\11\96

Rider No. 20:

AUTHORIZATION TO DIRECT SUBLEASE PAYMENTS.

Sublessor hereby acknowledges that Sublessor's failure to pay the rent and other
sums owing by Sublessor to Lessor under the Master Lease will cause Sublessee to
incur damages,  costs,  and expenses,  especially in those cases where Sublessee
has paid sums to Sublessor hereunder which correspond in whole or in part to the
amounts  owing by  Sublessor  to Lessor  under the  Master  Lease.  Accordingly,
Sublessee shall have the right to pay directly to Lessor the rent and additional
rent owed by  Sublessor to Lessor  under the Master  Lease  (including,  without
limitation,  Lessor's  Share of the Profits,  as defined in the Master Lease) on
the following terms and conditions:

    A.  Sublessee  reasonably  believes  that  Sublessor  has failed to make any
payment  required to be made by  Sublessor  to Lessor under the Master Lease and
Sublessor  fails to provide  adequate  proof of payment  within two (2) business
days after Sublessee's written demand requesting such proof.

    B.  Sublessee  shall not prepay any amounts  owing by Sublessor  without the
prior written consent of Sublessor.

    C.  Sublessee  Shall provide to Sublessor  concurrently  with any payment to
Lessor reasonable evidence of such payment.

    D. Sublessee shall pay directly to Sublessor the difference  between the sum
of all rent,  additional  rent,  and any other  sums  payable  by  Sublessee  to
Sublessor under the Sublease,  and the amount  Sublessee is allowed to, and does
in fact, pay directly to Lessor in accordance  with the provisions of this Rider
No. 20.

    E. If Sublessor  notifies  Sublessee that it disputes any amount demanded by
Lessor,  Sublessee  shall not make any such payment to Lessor  unless Lessor has
provided a three (3) day notice to pay such amount or forfeit the Master  Lease.
Notwithstanding  any  provision in this  Sublease to the  contrary,  Sublessor's
notice under this  Paragraph D shall be made by telephone to Sublessee  followed
by written notice sent in a manner which would be deemed  received the following
day under the notice provisions of this Sublease.

Any sums paid directly by Sublessee to Lessor in accordance  with this paragraph
shall be credited toward the amounts payable by Sublessee to Sublessor under the
Sublease.  In  the  event  Sublessee  tenders  payment  directly  to  Lessor  in
accordance  with this  paragraph  and  Lessor  refuses to accept  such  payment,
Sublessee  shall  have the right to  deposit  such  funds in an  account  with a
national bank for the benefit of

                                       10

<PAGE>

                                                                        11\11\96

Sublessee  and  Sublessor,  and the deposit of said funds in such account  shall
discharge  Sublessee's  obligation  under the  Sublease  to make the  payment in
question.

Rider No. 21:

HAZARDOUS MATERIALS.

In addition  to all other  provisions  in the  Sublease  and Master  Lease which
pertain to Hazardous  Materials (as defined in the Master Lease),  Sublessor and
Sublessee agree to the following additional provisions:

    A. Sublessee agrees to complete and sign the Hazardous Materials  Disclosure
Certificate in the form attached hereto as Exhibit C concurrently  with its full
execution of this Sublease with the understanding  that Sublessor will deliver a
copy of the same to Lessor.

    B.  Sublessor  makes no  representations  or warranties  with respect to the
presence or absence of any Hazardous Materials in, on, or about the Premises.

    C. Sublessee acknowledges that the preparation and completion of a Hazardous
Materials  report or study is not a condition of this Sublease.  Sublessor shall
ask Lessor for a copy of any report or study relating to the absence or presence
of Hazardous  Materials  in, on, or about the  Premises  which Lessor has in its
possession or  anticipates  to receive.  Sublessor  shall deliver to Sublessee a
copy of any such report or study it receives from Lessor.

Rider No. 22.

SUBORDINATION.

Sublessor shall ask Lessor to assist it in efforts to obtain from any lenders or
ground lessors of the Premises or the building in which the Premises are located
a written agreement  providing for the  non-disturbance  and recognition of both
Sublessor's  and  Sublessee's  interests under the Master Lease and  Sublease in
the  event of a foreclosure of the lender's  security interest or termination of
the ground lease.

Rider No. 23:

FIRST RIGHT TO NEGOTIATE.

Subject  to and  subordinate  to (i)  the  right  of  Sublessor  or  Sublessor's
successors and assigns, to use, possess, and/or occupy all or any portion of the
Premises pursuant to the Master Lease, and (ii) Sublessor's  and/or  Sublessor's
successors and assigns' right

                                       11


<PAGE>

                                                                        11\11\96

to sublease the  Premises or assign the Master Lease to any of their  subsidiary
companies,  parent  company,  or any other  entity  related or  affiliated  with
Sublessor or  Sublessor's  successors  or assigns  (collectively  the  "Superior
Entities")   Sublessor  hereby  grants  Sublessee  a  one-time  right  of  first
opportunity to negotiate (the "First Right to Negotiate") an agreement to extend
the Term of this  Sublease.  Sublessee's  First  Right to  Negotiate  shall be a
one-time right only,  except that one or more good faith  unsolicited  inquiries
from Sublessee shall not operate so as to terminate  Sublessee's  right of first
opportunity hereunder.

    A. When and if Sublessor determines that it desires to sublease the Premises
or  assign  the  Master  Lease to a person  or entity  other  than the  Superior
Entities for the period  immediately  following  the  expiration of the Sublease
term,  Sublessor  shall so  inform  Sublessee  by  written  notice  ("Notice  to
Sublease").  Within ten (10) days after the Notice to Sublease,  Sublessee shall
inform  Sublessor by written  notice  ("Sublessee's  Notice")  either:  (i) that
Sublessee  does  not  desire  an  extension  of the Term of the  Sublease  or an
assignment of the Master Lease, in which event Sublessor shall have the right to
negotiate a sublease of the Premises or an assignment of the Master Lease to any
person or entity  without  further  obligation to Sublessee  with respect to the
First  Right to  Negotiate  granted  pursuant to this Rider No. 23; or (ii) that
Sublessee  desires an extension of the Term of the Sublease or an  assignment of
the Master Lease. Sublessee's failure to deliver to Sublessor Sublessee's Notice
within such ten (10) day time period shall constitute  Sublessee's  rejection of
the opportunity to enter into  negotiation to extend the Term of the Sublease or
to take an assignment of the Master Lease.

    B. In the event  Sublessee  informs  Sublessor of Sublessee's  desire for an
extension of the Term of the Sublease or an assignment of the Master Lease, then
Sublessor and Sublessee  shall negotiate in good faith a written  agreement.  In
the event Sublessor and Sublessee do not execute a final written agreement which
fully sets forth the terms and  conditions  of an  extension of the Term of this
Sublease or an  assignment  of the Master Lease  within  thirty (30) days of the
Notice to Sublease,  then Sublessor  shall have the right to negotiate and enter
into a sublease of the  Premises or an  assignment  of the Master Lease with any
person  or  entity  at any time  thereafter  under  any  terms,  covenants,  and
conditions,  whether or not they conform to those offered to Sublessee,  without
further  obligation  to  Sublessee  with respect to the First Right to Negotiate
granted pursuant to this Rider No. 23.

    C. Sublessee's First Right to Negotiate an agreement for an extension of the
Term of the Sublease or an  assignment  of the Master Lease  granted  under this
Sublease (i) is personal to Bell  Microproducts,  Inc.,  the Sublessee  named in
this  Sublease or to a "Tenant's  Affiliate"  (as defined in Section 9.02 of the
Master  Lease),  and no assignee or sublessee  of Sublessee  shall have any such
right, and (ii) shall automatically terminate if:

                                       12

<PAGE>

                                                                        11\11\96

        (1) At or after the date  Sublessor  gives the  Notice to  Sublease  and
            before the  consummation  of any written  agreement  contemplated in
            this Rider No.  23,  Sublessee  is in  material  default  under this
            Sublease;

        (2) Sublessee has entered into one or more  sub-subleases  covering more
            than twenty percent (20%) of the net rentable  square footage of the
            Premises and such  sub-subleases  have not terminated on or prior to
            Sublessee's  Notice  or will not  terminate  prior  to the  Original
            Termination Date, or an assignment of the Sublease; or

        (3) This Sublease is terminated or has expired.

Rider No. 24:

LIMITATION OF LIABILITY.

        A. In consideration  of the benefits  accruing  hereunder,  Sublessee on
behalf of itself and all  successors  and assigns of  Sublessee,  covenants  and
agrees that in the event of any actual or alleged  failure,  breach,  or default
hereunder by Sublessor:  (a) Sublessee's recourse against Sublessor for monetary
damages will be limited to the amount equal to Lessor's  equity  interest in the
Property  (as defined in the Master  Lease);  (b) except as may be  necessary to
secure  jurisdiction of the corporation or  partnership,  no partner,  director,
officer,  legal counsel,  agent,  or  shareholder of Sublessor  shall be sued or
named as a party in any suit or action and no  service of process  shall be made
against any such  person or entity;  (c) no partner,  director,  officer,  legal
counsel,  agent,  or  shareholder  of  Sublessor  shall be required to answer or
otherwise plead to any service of process; (d) no judgment will be taken against
any  partner,  director,  officer,  legal  counsel,  agent,  or  shareholder  of
Sublessor  and any  judgment  taken  against  any such  person or entity  may be
vacated and set aside at any time after the fact;  (e) no writ of execution will
be levied against the assets of any partner,  director,  officer, legal counsel,
agent, or shareholder of Sublessor;  (f) the obligations  under this Sublease do
not  constitute  personal  obligations of the  individual  partners,  directors,
officers,  legal counsel,  agents,  or shareholders of Sublessor,  and Sublessee
shall not seek recourse against the individual  partners,  directors,  officers,
legal counsel,  agents,  or  shareholders  of Sublessor or any of their personal
assets for  satisfaction  of any liability in respect to this Sublease;  and (g)
these covenants and agreements are enforceable both by Sublessor and also by any
partner, director, officer, legal counsel, agent, or shareholder of Sublessor.

                                       13


<PAGE>

                                                                        11\11\96

        B. Notwithstanding  anything to the contrary contained in this Sublease,
Sublessor shall not be liable for consequential  damages arising out of any loss
of the use and enjoyment of the Premises or any equipment or facilities  therein
by Sublessee or any other person or entity.

Rider No. 25:

CONSTRUCTION WARRANTIES.

For the term of this  Sublease,  Sublessor  shall  cooperate  with  Sublease  to
enforce any warranties arising from the construction of any tenant  improvements
in the  Premises,  but shall have no obligation to incur any out of pocket costs
or expense in rendering such cooperation.

Rider No. 26:

RESTORATION OF PREMISES AND REDUCTION OF MINIMUM RENT.

Sublessor,  at its sole  election,  may require  Sublessee  to remove all or any
portion of the Initial Sublease Improvements,  and/or the heating,  ventilation,
and air conditioning  system that services any portion of the manufacturing area
within  the  Premises  (the  "HVAC  System"),  and to repair  any  damage to the
Premises  caused by such removal prior to the  expiration or  termination of the
Sublease (collectively the "Removal Work").  Sublessor shall notify Sublessee of
Sublessor's  election  to exercise  its rights  under this Rider No. 26 any time
prior to the date which is thirty (30) days prior to the expiration date of this
Sublease  ("Sublessor's  Removal Work Notice"). In the event Sublessor exercises
its rights under this Rider No. 26:

       A. Sublessor and Sublessee  shall  cooperate with each other in obtaining
bids from  one or more  contractors  to perform the Removal Work,  provided that
Sublessor shall have the right to determine the exact scope of the Removal Work,
and to select the contractor to perform the Removal Work in its sole discretion;

        B. The minimum  monthly rent payable by  Sublessee  under this  Sublease
shall be reduced by an amount equal to the cost of the Removal Work;

        C. The phrase "cost of the Removal Work" shall include all out-of-pocket
payments made or payable to any third party person or entity in connection with,
relating to, or arising from the performance of the Removal Work;

        D. If the cost of the Removal  Work is less than Twenty  Eight  Thousand
Six Hundred Thirty-Eight Dollars and Forty Cents ($28,638.40),  the reduction in
monthly minimum rent shall be made to the last minimum rent payment  covering at
least a thirty (30) day period;

                                       14


<PAGE>

                                                                        11\11\96

       E. If the cost of the Removal Work is more than Twenty Eight Thousand Six
Hundred  Thirty-Eight  Dollars and Forty Cents  ($28,638.40),  the  reduction in
monthly  minimum  rent shall be spread over the last  payments  of minimum  rent
payable by Sublessee in any manner  reasonably  determined  by Sublessor so that
the minimum rent payable by Sublessee under this Sublease shall not be less than
Fifty-Three  Thousand  Seven  Hundred  Seventy-Seven  Dollars  and  Sixty  Cents
($53,777.60) for any month;

       F. In the event the actual Cost of the Removal  Work is greater  than the
reduction in minimum rent granted to Sublessee (the "Excess Removal Work Cost"),
and Sublessee has satisfied all rent and additional rent obligations  under this
Sublease,  Sublessor  shall promptly refund to Sublessee from such prior minimum
rent payments a sum equal to the Excess Removal Work Cost; and

       G.  Notwithstanding any provision to the contrary, Sublessee shall not be
required to expend any amounts  under this Rider No. 26 greater  than the amount
the minimum rent is reduced and/or refunded;

       H.  Sublessor  shall have the right to require  Sublessee  to deposit the
amount of savings in minimum rent realized by Sublessee or refunded  pursuant to
this Rider No. 26  (concurrently  with its rent  payments  to  Sublessor  or its
receipt of any refund)  into an escrow or reserve  account to insure the payment
of the Removal Work.  Any amount not utilized for the payment of the cost of the
Removal Work shall be disbursed to Sublessor as rent.  Any minimum rent refunded
shall  be  treated  as a  reduction  of  minimum  rent in  accordance  with  the
provisions of subparagraph D and E above;

Notwithstanding  the foregoing to the contrary,  if Sublessee is not in material
default under this Sublease when Sublessor's Removal Work Notice is received (or
deemed received), (i) Sublessor (and not Sublessee) shall be responsible for the
Removal  Work,  (ii) the  Removal  Work shall not be  commenced  until after the
expiration  or  earlier  termination  date of the term of this  Sublease,  (iii)
Sublessor (and not Sublessee) shall enter into a contract with the contractor of
Sublessor's  choice to have the Removal Work  performed,  (iv)  Sublessor  shall
determine  the date  (after such  expiration  or earlier  termination  date) the
Removal Work shall commence,  and (v) all other  provisions of this Rider No. 26
shall be applicable.  Sublessor shall have the right to retract its election set
forth in the Sublessor's  Removal Work Notice (i) at any time and for any reason
whatsoever without  Sublessee's consent or approval if Sublessee has not entered
into a contract to have the Removal  Work  performed,  or (ii) with  Sublessee's
consent (which shall not be  unreasonably  withheld or delayed) if Sublessee has
entered into such a contract.


                                       15

<PAGE>
                                                                        11\11\96

Rider No. 27:

All  references  to this  "Sublease"  herein  shall  be  deemed  to refer to the
Sublease,  any  exhibits,  addenda,  or riders  thereto,  and any and all of the
provisions of the Master Lease incorporated herein.

The foregoing Rider provisions are accepted and agreed to by the undersigned:

SUBLESSOR:        JOURNAL COMMUNICATIONS, INC.,
                  a Wisconsin corporation


                  By:  /s/ Douglas Hosking
                     ---------------------------------
                  Title: Vice President
                      ---------------------------------
                  Date:  11/20/96
                     ---------------------------------


                  IMPERIAL PRINTING COMPANY,
                  a Michigan Corporation


                  By:  /s/ Douglas Hosking
                     ---------------------------------
                  Title: President
                     ---------------------------------
                  Date:  11/20/96
                     ---------------------------------


SUBLESSEE:        BELL MICROPRODUCTS, INC.,
                  a California corporation

                  By:  /s/ Robert Sturgeon
                     ---------------------------------
                  Title: Vice President of Operations
                     ---------------------------------
                  Date:  11/19/96
                     ---------------------------------


                  By:  /s/ Remo E. Canessa
                     ---------------------------------
                  Title: Vice President of Finance
                     ---------------------------------
                  Date:  11/19/96
                     ---------------------------------


                                       16

<PAGE>

[logo]  CB    INDUSTRIAL REAL ESTATE LEASE
COMMERCIAL    (Single Tenant Facility)
              CD COMMERCIAL REAL ESTATE GROUP, INC.
              BROKERAGE AND MANAGEMENT
              LICENSED REAL ESTATE BROKER

                                                                       EXHIBIT A

ARTICLE ONE: BASIC TERMS

   This Article One contains the Basic Terms of this Lease  between the Landlord
and Tenant named below.  Other  Articles,  Sections and  Paragraphs of the Lease
referred to in this Article One explain and define the Basic Terms and are to be
read in conjunction with the Basic Terms.

   Section 1.01. Date of Lease: December 22, 1995

   Section 1.02. Landlord (include legal entity): DiNapoli, DiNapoli and Mulcahy
Trust,  a  California  general  partnership  Address  of  Landlord:  99  Almaden
Boulevard, Suite 565, San Jose, CA 95113

    Section 1.03. Tenant (include legal entity): Journal Communications, Inc., a
Wisconsin  Corporation  and Imperial  Printing  Co., a Michigan  Corporation,  a
wholly owned  subsidiary  of Journal  Communication,  Inc., as joint and several
co-tenants.
Address of Tenant: 333 West State Street
                   Milwaukee, Wisconsin 53201-0661

   Section 1.04.  Property: (include street address, approximate square footage
and description)

    2020 South Tenth Street, San Jose, California, approximately 141,520 +/-
    square foot, single-story facility and connector building

   Section 1.05.  Lease Term: 9 years 1 months  beginning on February 1, 1997 or
such other date as is specified in this Lease, and ending on February 28, 2006

   Section 1.06. Permitted Uses: (See Article Five) office,  sales, research and
development,  light assembly and distribution of software products,  and related
legal uses.

   Section 1.07. Tenant's Guarantor: (If none, so state) none

   Section 1.08. brokers: (See Article Fourteen) (If none, so state)
Landlord's Broker: Cornish & Carey Commercial
Tenant's Broker: CB Commercial

   Section 1.09. Commission Payable to Landlord's Broker: (See Article Fourteen)
$ per 1/11/95 Exclusive Leasing Listing Agreement

   Section 1.10. Initial Security Deposit: (See Section 3.03) $35,000.00

   Section 1.11 Vehicle Parking Spaces  Allocated to Tenant:  approximately  400
spaces

   Section 1.12. Rent and Other Charges Payable by Tenant:

   (a) BASE RENT:  see Rider to Lease Dollars  ($____) per month,  for the first
____ months,  as provided in Section  3.01,  and shall be increased on the first
day of the ________ month(s) after the Commencement Date, either (I) as provided
in Section 3.02, or (II) __________________________. (If (II) is completed, then
(I) and Section 3.02 are inapplicable.)

   (b) OTHER PERIODIC PAYMENTS: (i) Real Property Taxes (See Section 4.02); (ii)
Utilities (See Section 4.03);  (iii) Insurance Premiums (See Section 4.04); (iv)
Impounds  for  Insurance  Premiums and Property  Taxes (See Section  4.07);  (v)
Maintenance, Repairs and Alterations (See Article Six).

   Section 1.13.  Landlord's  Share of Profit on  Assignment  or Sublease:  (See
Section  9.05)  fifty  percent  (50%) of the  Profit  (the  "Landlord's  Share")
provided  Landlord  shall have no share or profit on any  assignment or Sublease
during the time period from the  Commencement  Date through October 31, 1998, so
long as IBM is the sublessee/assignee.

   Section 1.14. Riders: The following Riders are attached to and made a part of
this Lease:  (If none, so state) Rider containing eight (8) sections is attached
hereto


                                       1
(c) 1988 Southern California Chapter                         Initials     JPD
      of the Society of Industrial                                    ----------
      and Office Realtors,(R) Inc.   (Single-Tenant Net Form)         ----------

<PAGE>

ARTICLE TWO: LEASE TERM

    Section 2.01 Lease of Property For Lease Term.  Landlord leases the Property
to Tenant and Tenant leases the Property  from Landlord for the Lease Term.  The
Lease Term is for the period  stated in Section  1.05 above and shall  begin and
end on the dates specified in Section 1.05 above, unless the beginning or end of
the Lease Term is changed under any provisions of this Lease. The  "Commencement
Date" shall be the date specified in Section 1.05 above for the beginning of the
Lease Term, unless advanced or delayed under any provision of this Lease.

    Section 2.02. Delay in Commencement.  Landlord shall not be liable to Tenant
if  Landlord  does not  deliver  possession  of the  Property  to  Tenant on the
Commencement  Date.  Landlord's  non-delivery  of the Property to Tenant on that
date shall not affect this Lease or the  obligations  of Tenant under this Lease
except  that the  Commencement  Date shall be delayed  until  Landlord  delivers
possession  of the Property to Tenant and the Lease Term shall be extended for a
period  equal to the delay. In delivery of possession of the Property to Tenant,
plus the  number of days  necessary  to end the Lease  Term on the last day of a
month. If Landlord does not deliver  possession of the Property to Tenant within
sixty (60) days after the  Commencement  Date,  Tenant may elect to cancel  this
Lease by giving written notice to Landlord  within ten (10) days after the sixty
(60)-day period ends. If Tenant gives such notice,  the Lease shall be cancelled
and neither Landlord nor Tenant shall have any further obligations to the other.
If Tenant does not give such  notice,  Tenant's  right to cancel the Lease shall
expire and the Lease Term shall  commence upon the delivery of possession of the
Property  to Tenant.  If  delivery of  possession  of the  Property to Tenant is
delayed, Landlord and Tenant shall, upon such delivery,  execute an amendment to
this Lease selling forth the actual Commencement Date and expiration date of the
Lease.   Failure  to  execute  such  amendment   shall  not  affect  the  actual
Commencement Date and expiration date of the Lease.

   Section 2.03. Early  Occupancy.  If Tenant occupies the Property prior to the
Commencement Date, Tenant's occupancy of the Property shall be subject to all of
the provisions of this Lease  except Base Rent. Early  occupancy of the Property
shall not advance the expiration date of this Lease.  Tenant shall pay all other
charges except Base Rent specified in this Lease for the early occupancy period.

   Section  2.04.  Holding  Over.  Tenant  shall  vacate the  Properly  upon the
expiration or earlier termination of this Lease. Tenant shall reimburse Landlord
for and  Indemnify  Landlord  against all  damages  which  Landlord  incurs from
Tenant's delay in vacating the Property.  If Tenant does not vacate the Property
upon the expiration or earlier  termination of the Lease and Landlord thereafter
accepts  rent  from  Tenant,  Tenant's  occupancy  of the  Property  shall  be a
"month-to-month"  tenancy,  subject to all of the terms of this Lease applicable
to a month-to-month  tenancy,  except that the Base Rent then in effect shall be
increased by twenty-five percent (25%).

ARTICLE THREE: BASE RENT

   Section  3.01.  Time and Manner of  Payment.  Upon  execution  of this Lease.
Tenant  shall pay  Landlord  the Base  Rent in the  amount  stated in  Paragraph
1.12(a)  above for the first  month of the Lease  Term.  On the first day of the
second  month of the Lease  Term and each  month  thereafter,  Tenant  shall pay
Landlord the Base Rent, in advance,  without offset,  deduction or prior demand.
The Base Rent shall be payable at  Landlord's  address or at such other place as
Landlord may designate in writing.

   Section 3.03. Security Deposit; Increases.

   (a) Upon the  execution of this Lease,  Tenant shall  deposit with Landlord a
cash  Security  Deposit in the amount set forth in Section 1.10 above.  Landlord
may  apply  all or part of the  Security  Deposit  to any  unpaid  rent or other
charges  due from Tenant or to cure any other  defaults  of Tenant.  If Landlord
uses any part of the Security Deposit, Tenant shall restore the Security Deposit
to its full  amount  within  ten (10) days  after  Landlord's  written  request.
Tenant's  failure to do so shall be a material  default  under  this  Lease.  No
interest shall be paid on the Security  Deposit.  Landlord shall not be required
to keep the  Security  Deposit  separate  from its other  accounts  and no trust
relationship is created with respect to the Security Deposit.

   (b) 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  adjusted  Base Rent as the  Initial
Security Deposit bore to the Initial Base Rent.

                                       2
(c) 1988 Southern California Chapter                         Initials     JPD
      of the Society of Industrial                                    ----------
      and Office Realtors,(R) Inc.   (Single-Tenant Net Form)         ----------

<PAGE>

   Section 3.04.  Termination;  Advance Payments. Upon termination of this Lease
under Article Seven (Damages or destruction), Article Eight (Condemnation or any
other  termination  not resulting  from Tenant's  default,  and after Tenant has
indicated  the  Property in the manner  required by this Lease,  Landlord  shall
refund or credit to Tenant (or  Tenant's  successor)  the unused  portion of the
Security Deposit,  any advance rent or other advance  payments made by Tenant to
Landlord,  and any amounts paid for real property taxes and other reserves which
apply to any time periods after termination of the Lease.

ARTICLE FOUR: OTHER CHARGES PAYABLE BY TENANT

   Section 4.01.  Additional Rent. All charges payable by Tenant other than Base
Rent are called "Additional Rent." Unless this Lease provides otherwise,  Tenant
shall pay all Additional Rent then due with the next monthly installment of Base
Rent. The term "rent" shall mean Base Rent and Additional Rent.

   Section 4.02. Property Taxes.

   (a) Real  Property  Taxes.  Tenant shall pay all real  property  taxes on the
Property  (including any fees, taxes or assessments  against, or as a result of,
any tenant improvements  installed  on the  Property  by or for the  benefit  of
Tenant)  during the Lease Term.  Subject to  Paragraph  4.02(c) and Section 4.07
below,  such  payment  shall  be  made at  least  ten  (10)  days  prior  to the
delinquency  date of the taxes.  Within such ten (10)-day  period, Tenant  shall
furnish  Landlord with  satisfactory  evidence that the real property taxes have
been paid.  Landlord shall reimburse  Tenant for any real property taxes paid by
Tenant  covering any period of time prior to or after the Lease Term.  If Tenant
fails to pay the real  property  taxes when due,  Landlord may pay the taxes and
Tenant shall reimburse Landlord for the amount of such tax payment as Additional
Rent.

   (b) Definition of "Real  Property  Tax." "Real  property tax" means:  (i) any
fee, license fee,  license tax,  business  license fee,  commercial  rental tax,
levy, charge, assessment, penalty or tax imposed by any taxing authority against
the Property;  (ii) any tax on the Landlord's  right to receive,  or the receipt
of, rent or income from the Property or against  Landlord's  business of leasing
the Property; (iii) any tax or charge for fire protection,  streets,  sidewalks,
road  maintenance,  refuse or other  services  provided  to the  Property by any
governmental  agency; (iv) any tax imposed upon this transaction or based upon a
re-assessment  of the  Property  due to a change of  ownership,  as  defined  by
applicable  law, or other transfer of all or part of Landlord's  interest in the
Property; and (v) any charge or fee replacing any tax previously included within
the  definition  of real property tax.  "Real  property tax" does not,  however,
include  Landlord's  federal or state income,  franchise,  inheritance or estate
taxes.

   (c) Joint Assessment.  If the Property is not separately  assessed,  Landlord
shall  reasonably  determine  Tenant's share of the real property tax payable by
Tenant  under  Paragraph  4.02(a)  from  the  assessor's   worksheets  or  other
reasonably available information. Tenant shall pay such share to Landlord within
fifteen (15) days after receipt of Landlord's written statement.

   (d) Personal Property Taxes.

      (i)  Tenant  shall  pay  all  taxes  charged   against   trade   fixtures,
furnishings,  equipment  or any other  personal  property  belonging  to Tenant.
Tenant shall try to have personal property taxed separately from the Property.

      (ii) If any of  Tenant's  personal  property  is taxed with the  Property,
Tenant shall pay Landlord the taxes for the  personal  property  within  fifteen
(15) days after  Tenant  receives a written  statement  from  Landlord  for such
personal property taxes.

    (e) Tenant's Right to Contest Taxes. Tenant may attempt to have the assessed
valuation of the Property  reduced or may  initiate  proceedings  to contest the
real property taxes. If required by law,  Landlord shall join in the proceedings
brought  by  Tenant.  However,  Tenant  shall pay all costs of the  proceedings,
including any costs or fees incurred by Landlord.  Upon the final  determination
of any  proceeding or contest,  Tenant shall  immediately  pay the real property
taxes due, together with all costs,  charges,  interest and penalties incidental
to the proceedings.  If Tenant does not pay the real property taxes when due and
contests  such  taxes,  Tenant  shall not be in  default  under  this  Lease for
nonpayment  of such taxes if Tenant  deposits  funds with  Landlord  or opens an
interest-bearing account reasonably acceptable to Landlord in the joint names of
Landlord and Tenant.  The amount of such deposit  shall be sufficient to pay the
real property taxes plus a reasonable estimate of the interest,  costs,  charges
and  penalties  which may accrue if Tenant's  action is  unsuccessful,  loss any
applicable tax impounds previously paid by Tenant to Landlord. The deposit shall
be applied to the real property  taxes due, as  determined at such  proceedings.
The real  property  taxes shall be paid under  protest from such deposit if such
payment under protest is necessary to prevent the Property form being sold under
a "tax sale" or similar enforcement proceeding.

   Section  4.03.  Utilities.  Tenant  shall pay,  directly  to the  appropriate
supplier,  the cost of all natural  gas,  heat,  light,  power,  sewer  service,
telephone,  water,  refuse disposal and other utilities and services supplied to
the Property.  However,  if any services or utilities  are jointly  metered with
other  property,  Landlord  shall make a  reasonable  determination  of Tenant's
proportionate  share of the cost of such utilities and services and Tenant shall
pay such share to Landlord  within fifteen (15) days after receipt of Landlord's
written statement.

   Section 4.04. Insurance Policies

   (a)  Liability  Insurance.  During the Lease Term,  Tenant  shall  maintain a
policy of commercial general liability insurance  (sometimes known as broad form
comprehensive general liability insurance) insuring Tenant against liability for
bodily injury,  property damage (including loss of use of property) and personal
injury arising out of the operation,  use of occupancy of the Property.  Tenant
shall name Landlord and  Landlord's  Lender as an additional  insured under such
policy.  The initial  amount of such  insurance  shall be Three Million  Dollars
($3,000,000) per occurrence and shall be subject to periodic increase based upon
initiation,   increased   liability   awards,   recommendation   of   Landlord's
professional  insurance  advisers  and other  relevant  factors.  The  liability
insurance  obtained by Tenant under this Paragraph  4.04(a) shall (i) be primary
and  non-contributing;  (ii)  contain  cross-liability  endorsements;  and (iii)
insure Landlord against Tenant's  performance under Section 5.05, if the matters
giving rise to the indemnity  under  Section 5.05 result from the  negligence of
Tenant.  The amount and  coverage  of such  insurance  shall not limit  Tenant's
liability nor relieve Tenant of any other obligation under this Lease.  Landlord
may also obtain  comprehensive  public liability insurance in an amount and with
coverage  determined by Landlord insuring Landlord against liability arising out
of ownership,  operation,  use of occupancy of the Property. The policy obtained
by Landlord shall not be contributory and shall not provide primary insurance.

                                       3
(c) 1988 Southern California Chapter                         Initials     JPD
      of the Society of Industrial                                    ----------
      and Office Realtors,(R) Inc.   (Single-Tenant Net Form)         ----------

<PAGE>

   (b) Property and rental  Income  Insurance.  During the Lease Term,  Landlord
shall maintain policies of insurance  covering loss of or damage to the Property
in the full  amount of its  replacement  value.  Such  policy  shall  contain an
inflation  Guard  Endorsement  and shall provide  protection  against all perils
included  within  the  classification  of fire,  extended  coverage,  vandalism,
malicious mischief,  special extended perils (all risks),  sprinkler leakage and
any other perils which Landlord deems reasonably necessary.  Landlord shall have
the right to obtain  flood and  earthquake  insurance  if required by any lender
holding a security interest in the Property. Landlord shall not obtain insurance
for Tenant's fixtures or equipment or building improvements  installed by Tenant
on the Property.  During the Lease Term,  Landlord  shall also maintain a rental
income insurance policy, with loss payable to Landlord, and Landlord's lender in
an amount equal to one year's Base Rent,  plus estimated real property taxes and
insurance  premiums.  Tenant  shall be liable for the payment of any  deductible
amount under Landlord's or Tenant's  insurance policies  maintained  pursuant to
this  Section  4.04,  in an amount not to exceed  Twenty-Five  Thousand  Dollars
($25,000).  Tenant shall not do or permit anything to be done which  invalidates
any such insurance policies.

    (c)  Payment of  Premiums.  Subject to Section  4.07,  Tenant  shall pay all
premiums for the  insurance  policies  described in  Paragraphs  4.04(a) and (b)
(whether obtained by Landlord or Tenant) within fifteen (15) days after Tenant's
receipt of a copy of the premium  statement or other evidence of the amount due,
except  Landlord  shall pay all premiums for  non-primary  comprehensive  public
liability  insurance  which  Landlord  elects to obtain as provided in Paragraph
4.04(a). If insurance policies maintained by Landlord cover improvements on real
property  other than the Property,  Landlord shall deliver to Tenant a statement
of the premium  applicable  to the  Property  showing in  reasonable  detail how
Tenant's share of the premium was computed. If the Lease Term expires before the
expiration of an insurance policy maintained by Landlord, Tenant shall be liable
for Tenant's prorated share of the insurance  premiums.  Before the Commencement
Date,  Tenant shall deliver to Landlord a copy of any policy of insurance  which
Tenant is required to maintain  under  Section  4.04.  At least thirty (30) days
prior to the  expiration of any such policy,  Tenant shall deliver to Landlord a
renewal of such policy.  As an  alternative  to providing a policy of Insurance,
Tenant  shall have the right to provide  Landlord a  certificate  of  insurance,
executed by an  authorized  officer of the insurance  company,  showing that the
insurance  which  Tenant is required to maintain  under this  Section 4.04 is in
full force and effect and  containing  such  other  information  which  Landlord
reasonably requires.

   (d) General Insurance Provisions.

         (i) Any insurance which Tenant is required to maintain under this Lease
   shall  include a  provision  which  requires  the  insurance  carrier to give
   Landlord  not  less  than  thirty  (30)  days'  written  notice  prior to any
   cancellation or modification of such coverage.

         (ii) If Tenant fails to deliver any policy,  certificate  or renewal to
   Landlord  required under this Lease within the  prescribed  time period or if
   any such  policy is  cancelled  or  modified  during the Lease  Term  without
   Landlord's consent,  Landlord may obtain such insurance, in which case Tenant
   shall reimburse  Landlord for the cost of such insurance  within fifteen (15)
   days after receipt of a statement that indicates the cost of such insurance.

         (iii) Tenant shall  maintain all  insurance  required  under this Lease
   with companies  holding a "General  Policy Rating" of A-12 or better,  as set
   forth in the most  current  issue of "Best Key Rating  Guide".  Landlord  and
   Tenant  acknowledge  the  insurance  markets  are rapidly  changing  and that
   insurance  in the form and amounts  described in this Section 4.04 may not be
   available in the future.  Tenant acknowledges that the insurance described in
   this Section 4.04 is for the primary benefit of Landlord.  If any time during
   the Lease Term, Tenant is unable to maintain the insurance required under the
   Lease,  Tenant  shall  nevertheless  maintain  insurance  coverage  which  is
   customary and commercially  reasonable in the insurance industry for Tenant's
   type of business,  as that  coverage  may change from time to time.  Landlord
   makes no  representation  as to the  adequacy  of such  insurance  to protect
   Landlord's  or Tenant's  interests.  Therefore,  Tenant shall obtain any such
   additional  property or liability  insurance  which Tenant deems necessary to
   protect Landlord and Tenant.

         (iv)  Unless  prohibited  under  any  applicable   insurance   policies
   maintained,  Landlord  and  Tenant  each  hereby  waive any and all rights of
   recovery  against the other,  or against the officers,  employees,  agents or
   representatives  of the other,  for loss of or damage to its  property or the
   property of others  under its  control,  if such loss or damage is covered by
   any insurance policy in force (whether or not described in this Lease) at the
   time  of such  loss or  damage.  Upon  obtaining  the  required  policies  of
   insurance, Landlord and Tenant shall give notice to the insurance carriers of
   this mutual waiver of subrogation.

   Section 4.05. Late Charges.  Tenant's  failure to pay rent promptly may cause
Landlord  to incur  unanticipated  costs.  The exact  amount  of such  costs are
impractical or extremely difficult to ascertain. Such costs may include, but are
not limited to, processing and accounting  charges and late charges which may be
imposed on Landlord by any ground lease, mortgage or trust deed  encumbering the
Property.  Therefore,  if Landlord does not receive any rent payment  within ten
(10) days after it becomes due, Tenant shall pay Landlord a late charge equal to
ten percent (10%) of the overdue amount. The parties agree that such late charge
represents a fair and  reasonable  estimate of the costs  Landlord will incur by
reason of such late payment.

   Section 4.06. Interest on Past Due Obligations.  Any amount owed by Tenant to
Landlord  which is not paid when due shall bear  interest at the rate of fifteen
percent  (15%) per annum  from the due date of such  amount.  However,  interest
shall not be payable on late charges to be paid by Tenant under this Lease.  The
payment of  interest  on such  amounts  shall not excuse or cure any  default by
Tenant under this Lease.  If the interest rate specified in this Lease is higher
than the rate  permitted by law, the  interest  rate is hereby  decreased to the
maximum legal interest rate permitted by law.

   Section 4.07.  Impounds for Insurance  Premiums and Real Property  Taxes.  If
requested by any ground lessor or lender to whom Landlord has granted a security
interest  in the  Property,  or if Tenant is more than ten (10) days late in the
payment  of rent more than once in any  consecutive  twelve  (12)-month  period,
Tenant  shall pay Landlord a sum equal to  one-twelth  (1/12) of the annual real
property  taxes and  insurance  premiums  payable by Tenant  under  this  Lease,
together with each payment of Base Rent.  Landlord shall hold such payments in a
non-interest  bearing impound  account.  If unknown,  Landlord shall  reasonably
estimate the amount of real  property  taxes and  insurance  premiums  when due.
Tenant shall pay any deficiency of funds in the impound account to Landlord upon
written  request.  If Tenant  defaults under this Lease,  Landlord may apply any
funds in the impound account to any obligation then due under this Lease.

ARTICLE FIVE: USE OF PROPERTY

   Section  5.01.  Permitted  Uses.  Tenant  may use the  Property  only for the
Permitted Uses set forth in Section 1.06 above.

(c) 1988 Southern California Chapter       4                 Initials     JPD
      of the Society of Industrial                                    ----------
      and Office Realtors,(R) Inc.   (Single-Tenant Net Form)         ----------

<PAGE>

   Section 5.02. Manner of Use. Tenant shall not cause or permit the Property to
be used in any way which  constitutes  a  violation  of any law,  ordinance,  or
governmental  regulation or order, which annoys or interferes with the rights of
other  tenants of Landlord,  or which  constitutes  a nuisance or waste.  Tenant
shall  obtain and pay for all permits,  including a  Certificate  of  Occupancy,
required for Tenant's  occupancy  of the  Property and shall  promptly  take all
actions  necessary to comply with all applicable  statutes,  ordinances,  rules,
regulations,  orders  and  requirements  regulating  the  use by  Tenant  of the
Property, including the Occupational Safety and Health Act.

See Rider

   Section  5.04.  Signs and  Auctions.  Tenant shall not place any signs on the
Property without  Landlord's prior written consent.  Tenant shall not conduct or
permit any auctions or sheriff's sales at the Property.

   Section 5.05.  Indemnity.  Tenant shall indemnify  Landlord  against and hold
Landlord harmless from any and all costs,  claims or liability arising from: (a)
Tenant's use of the Property;  (b) the conduct of Tenant's  business or anything
else done or  permitted by Tenant to be done in or about the  Property;  (c) any
breach or default in the performance of Tenant's  obligations  under this Lease;
(d) any  misrepresentation  or breach of warranty by Tenant under this Lease; or
(e) other acts or omissions of Tenant.  Tenant shall defend Landlord against any
such cost,  claim or  liability  at Tenant's  expense  with  counsel  reasonably
acceptable  to Landlord  or, at  Landlord's  election,  Tenant  shall  reimburse
Landlord for any legal fees or costs incurred by Landlord in connection with any
such claim. As a material part of the consideration to Landlord,  Tenant assumes
all risk of damage to  property  or injury to persons  in or about the  Property
arising from any cause,  and Tenant hereby waives all claims in respect  thereof
against  Landlord,  except  for  any  claim  arising  out  of  Landlord's  gross
negligence or willful  misconduct.  As used in this  Section,  the term "Tenant"
shall  include  Tenant's  employees,   agents,   contractors  and  invitees,  if
applicable.

   Section  5.06.  Landlord's  Access.  Landlord  or its  agents  may  enter the
Property  at all  reasonable  times to show the  Property to  potential  buyers,
investors  or  tenants or other  parties;  to do any other act or to inspect and
conduct  tests in order  to  monitor  Tenant's  compliance  with all  applicable
environmental  laws and all laws  governing  the  presence  and use of Hazardous
Material; or for any other purpose Landlord deems necessary. Landlord shall give
Tenant prior notice of such entry, except in the case of an emergency.  Landlord
may place customary "For Sale" or "For Lease" signs on the Property.

   Section 5.07. Quiet Possession. If Tenant pays the rent and complies with all
other terms of this Lease, Tenant may occupy and enjoy the Property for the full
Lease Term, subject to the provisions of this Lease.

ARTICLE SIX: CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS

    Section  6.01.  Existing  Conditions.  Tenant  accepts  the  Property in its
condition  as of the  execution of the Lease,  subject to all recorded  matters,
laws,  ordinances,  and governmental  regulations and orders. Except as provided
herein,  Tenant acknowledges that neither Landlord nor any agent of Landlord has
made any  representation  as to the condition of the Property or the suitability
of the Property for Tenant's  intended use. Tenant  represents and warrants that
Tenant has made its own inspection of and inquiry regarding the condition of the
Property  and is not  relying on any  representations  of Landlord or any Broker
with respect thereto.

   Section 6.02.  Exemption of Landlord from  Liability.  Landlord  shall not be
liable for any  damage or  injury to the person, business (or any loss of income
therefrom),  goods,  wares,  merchandise or other  property of Tenant,  Tenant's
employees,  invitees,  customers or any other  person in or about the  Property,
whether  such damage or injury is caused by or results  from:  (a) fire,  steam,
electricity, water, gas or rain; (b) the breakage, leakage, obstruction or other
defects of pipes, sprinklers,  wires, appliances,  plumbing, air conditioning or
lighting  fixtures or any other cause;  (c)  conditions  arising in or about the
Property or upon other portions of the Project, or from other sources or places;
or (d) any act or omission of any other tenant of the Project.  Landlord  shall
not be liable  for any such  damage or injury  even  though  the cause of or the
means of  repairing  such  damage or injury are not  accessible  to Tenant.  The
provisions  of  this  Section  6.02  shall not,  however, exempt  Landlord  from
liability for Landlord's gross negligence or willful misconduct.

   Section 6.03.  Landlord's  Obligations.  Subject to the provisions of Article
Seven (Damage or Destruction) and Article Eight  (Condemnation),  Landlord shall
have absolutely no responsibility to repair,  maintain or replace any portion of
the Property at any time,  except  Landlord shall be responsible to maintain and
repair the  structural  portions  of the  building  and the roof.  Additionally,
Landlord  shall  maintain and repair the roof membrane until a new ten (10) year
or better roof membrane is installed at Landlord's sole cost,  after which time,
the  maintenance,  repair and  replacement  of the roof  membrane  shall  become
Tenant's sole obligation. Tenant waives the benefit of any present or future law
which might give Tenant the right to repair the Property at  Landlord's  expense
or to terminate the Lease due to the condition of the Property.

   Section 6.04. Tenant's Obligations.

   (a) Except as provided in Article Seven (Damage or  Destruction)  and Article
Eight (Condemnation),  Tenant shall keep all portions of the Property (including
structural,  nonstructural,  interior, exterior, and landscaped areas, portions,
systems and equipment) in good order,  condition and repair (including  interior
repainting and refinishing, as needed). If any portion of the

                                       5
(c) 1988 Southern California Chapter                         Initials     JPD
      of the Society of Industrial                                    ----------
      and Office Realtors,(R) Inc.   (Single-Tenant Net Form)         ----------

<PAGE>

Property or any system or  equipment in the Property  which Tenant is obligated
to repair cannot be fully repaired or restored,  Tenant shall  promptly  replace
such portion of the Property or system or equipment in the Property,  regardless
of whether the benefit of such replacement extends beyond the Lease Term; but if
the benefit or useful life of such replacement extends beyond the Lease Term (as
such term may be extended by exercise of any  options),  the useful life of such
replacement  shall be prorated over the remaining  portion of the Lease Term (as
extended), and Tenant shall be liable only for that portion of the cost which is
applicable to the Lease Term (as  extended).  Tenant shall maintain a preventive
maintenance contract providing for the regular inspection and maintenance of the
heating and air  conditioning  system by a licensed heating and air conditioning
contractor.  If any part of the  Property  is damaged by any act or  omission of
Tenant,  Tenant shall pay  Landlord  the cost of  repairing  or  replacing  such
damaged  property,  whether or not Landlord would  otherwise be obligated to pay
the cost of  maintaining  or repairing  such  property.  It is the  intention of
Landlord and Tenant that at all times Tenant shall  maintain the portions of the
Property which Tenant is obligated to maintain in an attractive, first-class and
fully operative  condition in compliance  with all then existing  applicable law
regulations,  codes and  ordinances  except that Tenant shall not be required to
make any  alterations for the purpose of complying with any code or ordinance in
effect as of December 31, 1995.

   (b) Tenant shall fulfill all of Tenant's  obligations under this Section 6.04
at Tenant's  sole  expense.  If Tenant fails to maintain,  repair or replace the
Property as required by this Section  6.04,  Landlord  may,  upon ten (10) days'
prior  notice to Tenant  (except that no notice shall be required in the case of
an  emergency),  enter the  Property  and  perform  such  maintenance  or repair
(including  replacement,  as needed) on behalf of Tenant.  In such case , Tenant
shall reimburse  Landlord for all costs incurred in performing such  maintenance
or repair immediately upon demand.

   Section 6.05. Alterations, Additions, and Improvements.

   (a) Tenant shall not make any alterations,  additions, or improvements to the
Property without  Landlord's prior written  consent,  except for  non-structural
alterations  which  do  not  exceed  Ten  Thousand  Dollars  ($10,000)  in  cost
cumulatively  over the Lease Term and which are not visible  from the outside of
any  building of which the  Property  is part.  Landlord  may require  Tenant to
provide  demolition  and/or  lien  and  completion  bonds  in  form  and  amount
satisfactory  to  Landlord.   Tenant  shall  promptly  remove  any  alterations,
additions,  or improvements  constructed in violation of this Paragraph  6.05(a)
upon Landlord's written request.  All alterations,  additions,  and improvements
shall  be  done  in a good  and  workmanlike  manner,  in  conformity  with  all
applicable laws and regulations,  and by a contractor approved by Landlord. Upon
completion  of any such work,  Tenant  shall  provide  Landlord  with "as built"
plans, copies of all construction contracts,  and proof of payment for all labor
and materials.

   b) Tenant shall pay when due all claims for labor and  material  furnished to
the  Property.  Tenant  shall give  Landlord  at least  twenty  (20) days' prior
written notice of the  commencement  of any work on the Property,  regardless of
whether  Landlord's  consent  to such work is  required.  Landlord  may elect to
record and post notices of non-responsibility on the Property. Tenant shall keep
the Property free of mechanics' and materialmens' liens at all times. Tenant, at
Tenant's expense,  shall remove or cause to be removed,  all such liens within a
reasonable period of time.

   Section 6.06. Condition upon Termination.  Upon the termination of the Lease,
Tenant shall  surrender  the  Property to Landlord,  broom clean and in the same
condition  as received  except for  ordinary  wear and fear which Tenant was not
otherwise obligated to remedy under any provision of this Lease. However, Tenant
shall not be obligated to repair any damage which Landlord is required to repair
under Article Seven (Damage or Destruction).  In addition,  Landlord may require
Tenant to remove any alterations, additions or improvements (whether or not made
with Landlord's consent) prior to the expiration of the Lease and to restore the
Property to its prior  condition,  all at  Tenant's  expense.  All  alterations,
additions  and  improvements  which  Landlord has not required  Tenant to remove
shall become  Landlord's  property and shall be surrendered to Landlord upon the
expiration or earlier  termination  of the Lease,  except that Tenant may remove
any of Tenant's  machinery or equipment  which can be removed  without  material
damage to the Property.  Tenant shall repair, at Tenant's expense, any damage to
the Property  caused by the removal of any such  machinery or  equipment.  In no
event, however,  shall Tenant remove any of the following materials or equipment
(which shall be deemed  Landlord's  property)  without  Landlord's prior written
consent; any power wiring or power panels;  lighting or lighting fixtures;  wall
coverings;  drapes,  blinds or other  window  coverings;  carpets or other floor
coverings;  heaters,  air  conditioners or any other heating or air conditioning
equipment;  fencing or security  gates;  or other  similar  building  operating
equipment and decorations.

ARTICLE SEVEN: DAMAGE OR DESTRUCTION

   Section 7.01. Partial Damage to Property.

   (a) Tenant shall notify Landlord in writing  immediately  upon the occurrence
of any damage to the Property.  If the Property is only partially damaged (i.e.,
less than fifty  percent  (50%) of the Property is  untenantable  as a result of
such  damage  or less  than  fifty  percent  (50%) of  Tenant's  operations  are
materially impaired) and if the proceeds received by Landlord from the insurance
policies  described in Paragraph 4.04(b) are sufficient to pay for the necessary
repairs,  this Lease shall remain in effect and Landlord shall repair the damage
as soon as  reasonably  possible.  Landlord  may elect (but is not  required) to
repair any damage to Tenant's fixtures, equipment, or improvements.

   (b) If the insurance  proceeds received by Landlord are not sufficient to pay
the entire  cost of repair,  or if the cause of the damage is not covered by the
insurance policies which Landlord  maintains under Paragraph  4.04(b),  Landlord
may elect  either to (i) repair the damage as soon as  reasonably  possible.  In
which case this Lease shall remain in full force and effect,  or (ii)  terminate
this Lease as of the date the damage  occurred.  Landlord  shall  notify  Tenant
within thirty (30) days after receipt of notice of the  occurrence of the damage
whether Landlord elects to repair the damage or terminate the Lease. If Landlord
elects to repair the damage,  Tenant shall pay Landlord the "deductible  amount"
(if any) under  Landlord's  insurance  policies and, if the damage was due to an
act or  omission  of Tenant,  or Tenant's  employees,  agents,  contractors  or
invitees,  the  difference  between the actual cost of repair and any  insurance
proceeds received by Landlord. If Landlord elects to terminate the Lease, Tenant
may elect to continue this Lease in full force and effect,  in which case Tenant
shall  repair any damage to the  Property and any building in which the Property
is  located.  Tenant  shall  pay the  cost of such  repairs,  except  that  upon
satisfactory  completion of such repairs,  Landlord  shall deliver to Tenant any
insurance  proceeds  received  by  Landlord  for the damage  repaired by Tenant.
Tenant shall give Landlord  written notice of such election within ten (10) days
after receiving Landlord's termination notice.

   (c) If the damage to the  Property  occurs  during the last six (6) months of
the Lease  Term and such  damage  will  require  more than  thirty  (30) days to
repair,  either  Landlord or Tenant may elect to terminate  this Lease as of the
date  the  damage  occurred,  regardless  of the  sufficiency  of any  insurance
proceeds.  The party  electing  to  terminate  this  Lease  shall  give  written
notification  to the other party of such election  within thirty (30) days after
Tenant's notice to Landlord of the occurrence of the damage.

                                       6
(c) 1988 Southern California Chapter                         Initials     JPD
      of the Society of Industrial                                    ----------
      and Office Realtors,(R) Inc.   (Single-Tenant Net Form)         ----------

<PAGE>

   Section  7.02.   Substantial  or  Total  Destruction.   If  the  Property  is
substantially or totally  destroyed by any cause whatsoever (i.e., the damage to
the Property is greater than partial damage as described in Section  7.01),  and
regardless of whether Landlord receives any insurance proceeds, this Lease shall
terminate as of the date the destruction occurred. Notwithstanding the preceding
sentence, if the Property can be rebuilt within six (6) months after the date of
destruction,  Landlord  may elect to rebuild  the  Property  at  Landlord's  own
expense,  in which  case  this  Lease  shall  remain in full  force and  effect.
Landlord  shall notify  Tenant of such  election  within  thirty (30) days after
Tenant's  notice  of the  occurrence of total  or  substantial  destruction.  If
Landlord so elects,  Landlord  shall  rebuild the  Property at  Landlord's  sole
expense,  except  that if the  destruction  was caused by an act or  omission of
Tenant,  Tenant  shall pay Landlord  the  difference  between the actual cost of
rebuilding and any insurance proceeds received by Landlord.

   Section  7.03.  Temporary  Reduction of Rent. If the Property is destroyed or
damaged and Landlord or Tenant repairs or restores the Property  pursuant to the
provisions  of this Article  Seven,  any rent payable  during the period of such
damage,  repair and/or  restoration shall be reduced according to the degree, if
any,  to which the  Tenant's  use of the  Property  is  impaired.  However,  the
reduction shall not exceed the sum of one year's payment of Base Rent, insurance
premiums and real property  taxes.  Except for such  possible  reduction in Base
Rent,  insurance premiums and real property taxes,  Tenant shall not be entitled
to any compensation,  reduction,  or reimbursement  from Landlord as a result of
any damage, destruction, repair, or restoration of or to the Property.

   Section 7.04.  Waiver.  Tenant waives the protection of any statute,  code or
judicial  decision  which  grants  tenant the right to  terminate a lease in the
event of the  substantial or total  destruction of the leased  property.  Tenant
agrees that the  provisions  of Section  7.02 above shall  govern the rights and
obligations  of  Landlord  and Tenant in the event of any  substantial  or total
destruction to the Property.

ARTICLE EIGHT: CONDEMNATION

   If all or any  portion of the  Property  is taken  under the power of eminent
domain  or sold  under  the  threat  of that  power  (all of  which  are  called
"Condemnation"),  this Lease shall terminate as to the part taken or sold on the
date the condemning authority takes title or possession, whichever occurs first.
If more than twenty percent (20%) of the floor area of the building in which the
Property  is  located,  or which is located on the  Property,  is taken,  either
Landlord  or  Tenant  may  terminate  this  Lease as of the date the  condemning
authority takes title or possession,  by delivering  written notice to the other
within ten (10) days after  receipt of written  notice of such taking (or in the
absence of such  notice,  within ten (10) days  after the  condemning  authority
takes title or  possession).  If neither  Landlord  nor Tenant  terminates  this
Lease,  this Lease shall  remain in effect as to the portion of the Property not
taken,  except  that the Base  Rent and  Additional  Rent  shall be  reduced  in
proportion to the reduction in the floor area of the Property.  Any Condemnation
award or payment shall be distributed in the following  order: (a) first, to any
ground lessor,  mortgagee or beneficiary  under a deed of trust  encumbering the
Property,  the amount of its interest in the  Property;  (b) second,  to Tenant,
only the amount of any award  specifically  designated  for loss of or damage to
Tenant's  trade  fixtures or  removable  personal  property;  and (c) third,  to
Landlord,  the remainder of such award, whether as compensation for reduction in
the value of the leasehold,  the taking of the fees, or otherwise. If this Lease
is not  terminated,  Landlord shall repair any damage to the Property  caused by
the  Condemnation,  except that  Landlord  shall not be  obligated to repair any
damage for which Tenant has been reimbursed by the condemning authority.  If the
severance  damages  received  by  Landlord  are not  sufficient  to pay for such
repair,  Landlord  shall have the right to either  terminate  this Lease or make
such repair at Landlord's expense.

ARTICLE NINE: ASSIGNMENT AND SUBLETTING

   Section 9.01.  Landlord's Consent Required.  No portion of the Property or of
Tenant's  interest in this Lease may be acquired by any other  person or entity,
whether, by sale, assignment, mortgage, sublease, transfer, operation of law, or
act of Tenant,  without Landlord's prior written consent,  except as provided in
Section  9.02 below.  Landlord has the right to grant or withhold its consent as
provided in Section 9.05 below. Any attempted  transfer without consent shall be
void and shall  constitute a  non-curable  breach of this Lease.  If Tenant is a
partnership,   any  cumulative  transfer  of  more  than  twenty  (20%)  of  the
partnership   interests  shall  require  Landlord's  consent.  If  Tenant  is  a
corporation, any change in the ownership of a controlling interest of the voting
stock of the corporation shall require Landlord's consent.

   Section 9.02. Tenant Affiliate. Tenant may assign this Lease or sublease the
Property,  without Landlord's  consent, to any corporation,  which controls,  is
controlled  by or is under common  control with  Tenant,  or to any  corporation
resulting  from  the  merger  of  or   consolidation   with  Tenant   ("Tenant's
Affiliate"). In such case, any Tenant's Affiliate shall assume in writing all of
Tenant's obligations under this Lease.

   Section  9.03.  No Release of Tenant.  No transfer  permitted by this Article
Nine, whether with or without Landlord's consent, shall release Tenant or change
Tenant's primary  liability to pay the rent and to perform all other obligations
of Tenant under this Lease.  Landlord's acceptance of rent from any other person
is not a waiver of any provision of this Article  Nine.  Consent to one transfer
is not a consent to any subsequent  transfer.  If Tenant's  transferee  defaults
under this Lease,  Landlord may proceed directly against Tenant without pursuing
remedies against the transferee.  Landlord may consent to subsequent assignments
or modifications of this Lease by Tenant's transferee,  without notifying Tenant
or obtaining its consent. Such action shall not relieve Tenant's liability under
this Lease.

   Section 9.04.  Offer to Terminate.  If Tenant  desires to assign the Lease or
sublease  the  Property,  Tenant shall have the right to offer,  in writing,  to
terminate the Lease as of a date specified in the offer.  If Landlord  elects in
writing to accept the offer to terminate within twenty (20) days after notice of
the offer,  the Lease shall terminate as of the date specified and all the terms
and provisions of the Lease governing  termination shall apply. If Landlord does
not so elect, the Lease shall continue in effect until otherwise  terminated and
the  provisions  of Section  9.05 with respect to any  proposed  transfer  shall
continue to apply.

   Section 9.05. Landlord's Consent.

   (a) Tenant's  request for consent to any  transfer  described in Section 9.01
shall set forth in writing the details of the proposed  transfer,  including the
name, business and financial condition of the prospective transferee,  financial
details of the proposed  transfer  (e.g.,  the term of and the rent and security
deposit  payable  under any proposed  assignment  or  sublease),  and any other
information  Landlord deems relevant.  Landlord shall have the right to withhold
consent, if reasonable, or to grant consent, based on the following factors: (i)
the business of the proposed assignee or subtenant and the proposed use of the

(c) 1988 Southern California Chapter       7                Initials   JPD
      of the Society of Industrial                                    ----------
      and Office Realtors, (R) Inc.  (Single-Tenant Net Form)         ----------

<PAGE>

Property;  (ii) the net worth and financial  reputation of the proposed assignee
or subtenant;  (iii) Tenant's  compliance with all of its obligations  under the
Lease; and (iv) such other factors as Landlord may reasonably deem relevant.  If
Landlord objects to a proposed assignment solely because of the net worth and/or
financial  reputation of the proposed assignee,  Tenant may nonetheless sublease
(but not assign),  all or a portion of the Property to the proposed  transferee,
but only on the other terms of the proposed transfer.

If Tenant assigns or subleases, the following shall apply:

   (i) Tenant  shall pay to Landlord  as  Additional  Rent under the  Landlord's
Share (stated in Section 1.13) of the Profit (defined below) on such transaction
as and when received by Tenant,  unless  Landlord gives written notice to Tenant
and the  assignee  or  subtenant  that  Landlord's  Share  shall  be paid by the
assignee or subtenant to Landlord  directly.  The "Profit" means (A) all amounts
paid to Tenant for such assignment or sublease,  including "key" money,  monthly
rent in excess of the monthly  rent  payable  under the Lease,  and all fees and
other  consideration  paid for the assignment or sublease,  including fees under
any  collateral  agreements,  less (B) costs and expenses  directly  incurred by
Tenant in connection  with the execution and  performance of such  assignment or
sublease  for real  estate  broker's  commissions  and  costs of  renovation  or
construction of tenant improvements  required under such assignment or sublease.
Tenant is entitled to recover such costs and expenses before Tenant is obligated
to pay the Landlord's Share to Landlord. The Profit in the case of a sublease of
less than all the  Property is the rent  allcoable to the  subleased  space as a
percentage on a square footage basis.

   (ii) Tenant shall provide Landlord a written statement certifying all amounts
to be paid from any  assignment  or sublease of the Property  within thirty (30)
days after the  transaction  documentation  is signed,  and Landlord may inspect
Tenant's books and records to verify the accuracy of such statement.  On written
request, Tenant shall promptly furnish to Landlord copies of all the transaction
documentation,  all of which shall be certified  by Tenant to be complete,  true
and correct.  Landlord's  receipt of Landlord's Shares shall not be a consent to
any further  assignment or subletting.  The breach of Tenant's  obligation under
this Paragraph 9.05(b) shall be a material default of the Lease.

   Section 9.06. No Merger. No merger shall result from Tenant's sublease of the
Property  under  this  Article  Nine,  Tenant's  surrender  of this Lease or the
termination of this Lease in any other manner.  In any such event,  Landlord may
terminate  any or all  subtenancies  or succeed  to the  interest  of  Tenant as
sublandlord under any or all subtenancies.

ARTICLE TEN: DEFAULTS; REMEDIES

   Section  10.01.  Covenants and  Conditions.  Tenant's  performance of each of
Tenant's  obligations  under this Lease is a  condition  as well as a  covenant.
Tenant's  right to continue in  possession of the Property is  conditioned  upon
such performance. Time is of the essence in the performance of all covenants and
conditions.

   Section  10.02.  Defaults.  Tenant  shall be in material  default  under this
Lease:

   (a) If Tenant  abandons the Property or if Tenant's  vacation of the Property
results in the cancellation of any insurance described in Section 4.04;

   (b) If Tenant fails to pay rent or any other charge when due;

   (c) If Tenant fails to perform any of Tenant's non-monetary obligations under
this Lease for a period of thirty (30) days after written  notice from Landlord;
provided  that if more than  thirty  (30) days are  required  to  complete  such
performance, Tenant shall not be in default if Tenant commences such performance
within thirty (30)-day period and thereafter  diligently pursues its completion.
However,  Landlord shall not be required to give such notice if Tenant's failure
to perform  constitutes a non-curable  breach of this Lease. The notice required
by this Paragraph is intended to satisfy any and all notice requirements imposed
by law on Landlord and is not in addition to any such requirement.

   (d)(i) If Tenant makes a general  assignment or general  arrangement  for the
benefit of creditors;  (ii) if a petition for  adjudication of bankruptcy or for
reorganization  or  rearrangements  is filed  by or  against  Tenant  and is not
dismissed  within thirty (30) days;  (iii) if a trustee or receiver is appointed
to take  possession  of  substantially  all of  Tenant's  assets  located at the
Property or of Tenant's interest in this Lease and possession is not restored to
Tenant within thirty (30) days; or (iv) if substantially  all of Tenant's assets
located at the  Property or of Tenant's  interest in this Lease is  subjected to
attachment,  execution or other judicial seizure which is not discharged  within
thirty (30) days. If a court of competent  jurisdiction  determines  that any of
the acts described in this  subparagraph  (d) is not a default under this Lease,
and a trustee is appointed to take  possession (or if Tenant remains a debtor in
possession) and such trustee or Tenant transfers  Tenant's  interest  hereunder,
then Landlord shall receive, as Additional Rent, the excess, if any, of the rent
(or any other consideration) paid in connection with such assignment or sublease
over the rent payable by Tenant under this Lease.

   (e) If any  guarantor  of the  Lease  revokes  or  otherwise  terminates,  or
purports to revoke or otherwise terminate, any guaranty of all or any portion of
Tenant's  obligations under the Lease. Unless otherwise  expressly provided,  no
guaranty of the Lease is revocable.

   Section 10.03. Remedies. On the occurrence of any material default by Tenant,
Landlord  may,  at any time  thereafter,  with or  without  notice or demand and
without limiting  Landlord in the exercise of any right or remedy which Landlord
may have:

   (a)  Terminate  Tenant's  right to  possession  of the Property by any lawful
means,  in which case this Lease shall  terminate  and Tenant shall  immediately
surrender possession of the Property to Landlord.  In such event, Landlord shall
be entitled to recover from Tenant all damages incurred by Landlord by reason of
Tenant's default, including (i) the worth at the time of the award of the unpaid
Base Rent,  Additional  Rent and other charges which  Landlord had earned at the
time of the  termination;  (ii) the worth at the time of the award of the amount
by which the unpaid Base Rent,  Additional Rent and other charges which Landlord
would have  earned  after  termination  until the time of the award  exceeds the
amount of such rental loss that Tenant  proves  Landlord  could have  reasonably
avoided;  (iii) the  worth at the time of the  award of the  amount by which the
unpaid Base Rent, Additional Rent and other charges which Tenant would have paid
for the balance of the Lease Term after the time of award  exceeds the amount of
such rental loss that Tenant proves Landlord could have reasonably avoided;  and
(iv) any other amount  necessary to  compensate  Landlord for all the  detriment
proximately  caused by  Tenant's  failure to perform its  obligations  under the
Lease or which in the  ordinary  course  of  things  would by  likely  to result
therefrom, including,  but not limited to, any costs or expenses Landlord incurs
in maintaining or preserving the Property after such default, the cost of

(c) 1988 Southern California Chapter       8                 Initials     JPD
      of the Society of Industrial                                    ----------
      and Office Realtors,(R) Inc.   (Single-Tenant Net Form)         ----------

<PAGE>

recovering possession of the Property expenses of reletting, including necessary
renovation or alteration of the Property,  Landlord's reasonable attorneys' fees
incurred  in  connection  therewith,  and any  real  estate  commission  paid or
payable.  As used in subparts (i) and (ii) above,  the "worth at the time of the
award" is computed by allowing interest on unpaid amounts at the rate of fifteen
percent (15%) per annum, or such lesser amount as may then by the maximum lawful
rate.  As used in subpart  (iii) above,  the "worth at the time of the award" is
computed by discounting  such amount at the discount rate of the Federal Reserve
Bank of San Francisco of the time of the award, plus one percent (1%). If Tenant
has  abandoned  the  Property,  Landlord  shall have the option of (i)  retaking
possession of the Property and  recovering  from Tenant the amount  specified in
the Paragraph 10.03(a), or (ii) proceeding under Paragraph 10.03(b);

   (b) Maintain  Tenant's  right to  possession,  in which case this Lease shall
continue in effect  whether or not Tenant has abandoned  the  Property.  In such
event,  Landlord  shall be  entitled  to enforce  all of  Landlord's  rights and
remedies under this Lease, including the right to recover the rent as it becomes
due;

   (c) Pursue any other remedy now or hereafter  available to Landlord under the
laws or judicial decisions of the state in which the Property is located.

   Section  10.04.  Repayment  of "Free"  Rent.  If this  Lease  provides  for a
postponement  of any monthly rental  payments,  a period of "free" rent or other
rent concession, such postponed rent or "free" rent is called the "Abated Rent".
Tenant  shall  be  credited  with  having  paid  all of the  Abated  Rent on the
expiration  of the  Lease  Term  only  if  Tenant  has  fully,  faithfully,  and
punctually  performed  all of  Tenant's  obligations  hereunder,  including  the
payment  of all rent  (other  than  the  Abated  Rent)  and all  other  monetary
obligations and the surrender of the Property in the physical condition required
by this  Lease.  Tenant  acknowledges  that its right to receive  credit for the
Abated Rent is absolutely  conditioned upon Tenant's full, faithful and punctual
performance of its obligations under this Lease. If Tenant defaults and does not
cure within any  applicable  grace  period,  the Abated  Rent shall  immediately
become due and payable in full and this Lease shall be enforced as if there were
no such rent abatement or other rent concession.  In such case Abated Rent shall
be calculated based on the full initial rent payable under this Lease.

   Section  10.05.  Automatic  Termination.  Notwithstanding  any other  term or
provision hereof to the contrary, the Lease shall terminate on the occurrence of
any act  which  affirms  the  Landlord's  intention  to  terminate  the Lease as
provided in Section 10.03 hereof,  including the filing of an unlawful  detainer
action against Tenant. On such termination, Landlord's damages for default shall
include all costs and fees, including  reasonable  attorneys' fees that Landlord
incurs in connection with the filing, commencement, pursuing and/or defending of
any action in any bankruptcy court or other court with respect to the Lease; the
obtaining of relief from any stay in bankruptcy  restraining any action to evict
Tenant;  or the  pursuing  of any action  with  respect to  Landlord's  right to
possession of the Property.  All such damages suffered (apart from Base Rent and
other rent payable  hereunder) shall constitute  pecuniary damages which must be
reimbursed  to  Landlord  prior to  assumption  of the  Lease by  Tenant  or any
successor to Tenant in any bankruptcy or other proceeding.

   Section  10.06.  Cumulative  Remedies.  Landlord's  exercise  of any right or
remedy shall not prevent it from exercising any other right or remedy.

ARTICLE ELEVEN: PROTECTION OF LENDERS

   Section  11.01.  Subordination.  Landlord shall have the right to subordinate
this  Lease to any  ground  lease,  deed of trust or  mortgage  encumbering  the
Property,   any  advances  made  on  the  security  thereof  and  any  renewals,
modifications, consolidations, replacements or extensions thereof, whenever made
or  recorded.  Tenant  shall  cooperate  with  Landlord  and any lender which is
acquiring a security interest in the Property or the Lease. Tenant shall execute
such further documents and assurances as such lender may require,  provided that
Tenant's obligations  under this Lease shall not be deprived of its rights under
this Lease.  Tenant's right to quiet possession of the Property during the Lease
Term shall not be disturbed if Tenant pays the rent and performs all of Tenant's
obligations  under this Lease and is not  otherwise  in  default.  If any ground
lessor,  beneficiary or mortgagee elects to have this Lease prior to the lien of
its ground lease,  deed of trust or mortgage and gives written notice thereof to
Tenant,  this Lease shall be deemed prior to such ground lease, deed of trust or
mortgage  whether  this Lease is dated prior or  subsequent  to the date of said
ground lease, deed of trust or mortgage or the date of recording thereof.

   Section 11.02. Attornment. If Landlord's interest in the Property is acquired
by any ground lessor, beneficiary under a deed of trust, mortgagee, or purchaser
at a foreclosure  sale, Tenant shall attorn to the transferee of or successor to
Landlord's  interest in the Property and recognize such  transferee or successor
as Landlord under this Lease. Tenant waives the protection of any statue or rule
of law which gives or purports to give Tenant any right to terminate  this Lease
or  surrender  possession  of the  Property  upon  the  transfer  of  Landlord's
interest.

   Section  11.03.  Signing of  Documents.  Tenant  shall sign and  deliver  any
instrument or documents necessary or appropriate to evidence any such attornment
or subordination or agreement to do so. If Tenant fails to do so within ten (10)
days after written  request,  Tenant hereby makes,  constitutes  and irrevocably
appoints   Landlord,   or  any   transferee   or  successor  of  Landlord,   the
attorney-in-fact  of  Tenant to  execute  and  deliver  any such  instrument  or
document.

   Section 11.04. Estoppel Certificate.

   (a) Upon Landlord's  written request,  Tenant shall execute,  acknowledge and
deliver to Landlord a written statement  certifying:  (i) that none of the terms
or  provisions  of this Lease have been  changed (or if they have been  changed,
stating how they have been changed); (ii) that this Lease has not been cancelled
or terminated; (iii) the last date of payment of the Base Rent and other charges
and the time  period  covered  by such  payment;  (iv) that  Landlord  is not in
default  under this Lease (or, if Landlord is claimed to be in default,  stating
why); and (v) such other  representations  or information with respect to Tenant
or the  Lease as  Landlord  may  reasonably  request  or which  any  prospective
purchaser or encumbrancer of the Property may require. Tenant shall deliver such
statement to Landlord within ten (10) days after  Landlord's  request.  Landlord
may  give  any  such  statement  by  Tenant  to  any  prospective  purchaser  or
encumbrancer  of  the  Property.   Such  purchaser  or  encumbrancer   may  rely
conclusively upon such statement as true and correct.

(c) 1988 Southern California Chapter       9                Initials     JPD
      of the Society of Industrial                                    ----------
      and Office Realtors,(R) Inc.   (Single-Tenant Net Form)         ----------

<PAGE>

   (b) If Tenant does not deliver  such statement  to Landlord  within such ten
(10)-day period,  Landlord,  and any prospective purchaser or encumbrancer,  may
conclusively  presume and rely upon the following  facts: (i) that the terms and
provisions of this Lease have not been changed  except as otherwise  represented
by Landlord; (ii) that this Lease has not been cancelled or terminated except as
otherwise  represented  by  Landlord;  (iii) that not more than one month's Base
Rent or other  charges have been paid in advance;  and (iv) that Landlord is not
in default under the Lease. In such event, Tenant shall be estopped from denying
the truth of such facts.

   Section  11.05.  Tenant's  Financial  Condition.  Within  ten (10) days after
written  request from Landlord,  Tenant shall deliver to Landlord such financial
statements as Landlord  reasonably requires to verify the net worth of Tenant or
any  assignee,  subtenant,  or  guarantor of Tenant.  In addition,  Tenant shall
deliver to any lender designated by Landlord any financial  statements  required
by such lender to  facilitate  the  financing or  refinancing  of the  Property.
Tenant represents and warrants to Landlord that each such financial statement is
a true and accurate  statement as of the date of such  statement.  All financial
statements  shall be  confidential  and shall be used only for the  purposes set
forth in this Lease.

ARTICLE TWELVE: LEGAL COSTS

   Section 12.01. Legal Proceedings. If Tenant or Landlord shall be in breach or
default under this Lease,  such party (the  "Defaulting  Party") shall reimburse
the  other  party  (the  "Nondefaulting  Party")  upon  demand  for any costs or
expenses that the  Nondefaulting  Party incurs in connection  with any breach or
default  of the  Defaulting  Party  under  this  Lease,  whether  or not suit is
commenced or judgment  entered.  Such costs shall  include  legal fees and costs
incurred  for  the  negotiation  of  a  settlement,  enforcement  of  rights  or
otherwise. Furthermore, if any action for breach of or to enforce the provisions
of this Lease is commenced, the court in such action shall award to the party in
whose favor a judgment is  entered,  a  reasonable  sum as  attorneys'  fees and
costs. The losing party in such action shall pay such attorneys' fees and costs.
Tenant shall also indemnify  attorneys' fees and costs. The losing party in such
action shall pay such attorney's fees and costs. The losing party in such action
shall pay such attorney's fees and costs.  Tenant shall also indemnify  Landlord
against  and hold  Landlord  harmless  from all  costs,  expenses,  demands  and
liability Landlord may incur if Landlord becomes or is made a party to any claim
or action (a)  instituted  by Tenant  against any third  party,  or by any third
party against Tenant,  or by or against any person holding any interest under or
using the Property by license of or agreement with Tenant;  (b) for  foreclosure
of any lien for labor or  material  furnished  to or for  Tenant  or such  other
person; (c) otherwise arising out of or resulting from any act or transaction of
Tenant or such other  person;  or (d) necessary to protect  Landlord's  interest
under this Lease in a bankruptcy proceeding,  or other proceeding under Title 11
of the United States code, as amended.  Tenant shall defend Landlord against any
such claim or action at Tenant's expense with counsel  reasonably  acceptable to
Landlord or, at Landlord's  election,  Tenant shall  reimburse  Landlord for any
legal fees or costs Landlord incurs in any such claim or action.

   Section 12.02.  Landlord's  Consent.  Tenant shall pay Landlord's  reasonable
attorney's  fees incurred in connection  with  Tenant's  request for  Landlord's
consent under Article Nine  (Assignment and  Subletting),  or in connection with
any other act which Tenant proposes to do and which requires Landlord's consent.

ARTICLE THIRTEEN: MISCELLANEOUS PROVISIONS

   Section 13.01. Non-Discrimination.  Tenant promises, and it is a condition to
the continuance of this Lease, that there will be no discrimination  against, or
segregation of, any person or group of persons on the basis of race, color, sex,
creed,  national  origin or ancestry in the leasing,  subleasing,  transferring,
occupancy, tenure or use of the Property or any portion thereof.

   Section 13.02. Landlord's Liability; Certain Duties.

   (a) As used in this Lease,  the term "Landlord"  means only the current owner
or owners of the fee  title to the  Property  or the  leasehold  estate  under a
ground lease of the Property at the time in question. Each Landlord is obligated
to perform the  obligations  of  Landlord  under this Lease only during the time
such Landlord owns such interest or title.  Any Landlord who transfers its title
or interest is relieved of all  liability  with respect to the  obligations  of
Landlord  under this  Lease to be  performed  on or after the date of  transfer.
However,  each Landlord  shall deliver to its  transferee  all funds that Tenant
previously  paid if such funds have not yet been applied under the terms of this
Lease.

   (b) Tenant  shall give  written  notice of any failure by Landlord to perform
any of its  obligations  under this Lease to Landlord and to any ground  lessor,
mortgagee or beneficiary  under any deed of trust encumbering the Property whose
name and address have been furnished to Tenant in writing. Landlord shall not be
in default under this Lease unless Landlord (or such ground lessor, mortgagee or
beneficiary)  fails to cure such  non-performance  within thirty (30) days after
receipt of Tenant's notice. However, if such non-performance reasonably requires
more than  thirty  (30) days to cure,  Landlord  shall not be in default if such
cure is commenced within such thirty (30)-day period and  thereafter  diligently
pursued to completion.

   (c) Notwithstanding any  term  or  provision  herein  to  the  contrary,  the
liability of Landlord for the  performance of its duties and  obligations  under
this Lease is limited to  Landlord's  interest in the Property,  and neither the
Landlord nor its partners, shareholders, officers or other principals shall have
any personal liability under this Lease.

   Section  13.03.  Severability.  A  determination  by  a  court  of  competent
jurisdiction that any  provision of this Lease or any part thereof is illegal or
unenforceable  shall not cancel or invalidate the remainder of such provision or
this Lease, which shall remain in full force and effect.

   Section  13.04.  Interpretation.  The captions of the Articles or Sections of
this Lease are to assist the parties in reading this Lease and are not a part of
the terms or provisions of this Lease.  Whenever required by the context of this
Lease, the singular  shall  include the plural and the plural shall  include the
singular.  The  masculine,  feminine and neuter  genders  shall each include the
other. In any provision  relating to the conduct,  acts or omissions of Tenant,
the  term  "Tenant"  shall  include  Tenant's  agents,  employees,  contractors,
invitees,  successors or others using the Property  with  Tenant's  expressed or
implied permission.

   Section 13.05. Incorporation of Prior Agreements;  Modifications.  This Lease
is the  only  agreement  between  the  parties  pertaining  to the  lease of the
Property and no other  agreements  are  effective.  All amendments to this Lease
shall be in writing and signed by all  parties.  Any other  attempted  amendment
shall be void.

   Section 13.06.  Notices.  All notices  required or permitted under this Lease
shall be in writing and shall be personally delivered or sent by certified mail,
return receipt requested,  postage prepaid, or by overnight courier.  Notices to
Tenant shall be delivered to the address specified in Section 1.03 above, except
that upon Tenant's  taking  possession of the  Property,  the Property  shall be
Tenant's address for notice purposes.  Notices to Landlord shall be delivered to
the address  specified  in Section 1.02 above.  All notices  shall be effective
upon delivery. Either party may change its notice address upon written notice to
the other party.

(c) 1988 Southern California Chapter       10                Initials     JPD
      of the Society of Industrial                                    ----------
      and Office Realtors,(R) Inc.   (Single-Tenant Net Form)         ----------

<PAGE>

   Section  13.07.  Waivers.  All  waivers  must be in writing and signed by the
waiving party.  Landlord's failure to enforce any provision of this Lease or its
acceptance to rent shall not be a waiver  and shall not  prevent  Landlord  from
enforcing that provision or any other provision of this Lease in the future.  No
statement on a payment check from Tenant or in a letter  accompanying  a payment
check shall be binding on  Landlord.  Landlord  may,  with or without  notice to
Tenant,  negotiate  such check  without  being bound to the  conditions  of such
statement.

   Section  13.08.  No  Recordation.  Tenant shall not record this Lease without
prior written  consent from  Landlord.  However,  Landlord or Tenant may require
that a "Short  Form"  memorandum  of this  Lease  executed  by both  parties  be
recorded.  A partly  requiring such  recording  shall pay all transfer taxes and
recording fees.

   Section 13.09. Binding Effect;  Choice of Law. This Lease binds any party who
legally  acquires any rights or interest in this Lease from  Landlord or Tenant.
However,  Landlord  shall have no  obligation to Tenant's  successor  unless the
rights or  interests of Tenant's successor are acquired in  accordance  with the
terms of this  Lease.  The laws of the state in which the  Property  is  located
shall govern this Lease.

   Section 13.10.  Corporate Authority;  Partnership  Authority.  If Tenant is a
corporation,  each person signing this Lease on behalf of Tenant  represents and
warrants  that he has full  authority  to do so and that  this  Lease  binds the
corporation.  Within  thirty (30) days after this Lease is signed,  Tenant shall
deliver to  Landlord a  certified  copy of a  resolution  of  Tenant's  Board of
Directors  authorizing  the  execution  of this Lease or other  evidence of such
authority reasonably  acceptable to Landlord.  If Tenant is a partnership,  each
person or entity  signing this Lease for Tenant  represents and warrants that he
or it is a general partner of the partnership,  that he or it has full authority
to sign for the  partnership  and that this Lease binds the  partnership and all
general  partners  of the  partnership.  Tenant  shall  give  written  notice to
Landlord of any general  partner's  withdrawal  or addition.  Within thirty (30)
days  after this Lease is signed,  Tenant  shall  deliver to  Landlord a copy of
Tenant's   recorded   statement  of   partnership   or  certificate  of  limited
partnership.

   Section 13.11. Joint and Several Liability. All parties signing this Lease as
Tenant shall be jointly and severally liable for all obligations of Tenant.

   Section  13.12.  Force  Majeure.  If  Landlord  cannot  perform  any  of  its
obligations  due to events  beyond  Landlord's  control,  the time  provided for
performing such  obligations  shall be extended by a period of time equal to the
duration of such events.  Events beyond Landlord's control include,  but are not
limited to, acts of God, war, civil commotion,  labor disputes,  strikes, fire,
flood or other casualty,  shortages of labor or material,  government regulation
or restriction and weather conditions.

   Section 13.13. Execution of Lease. This Lease may be executed in counterparts
and,  when all  counterpart  documents  are  executed,  the  counterparts  shall
constitute a single  binding  instrument.  Landlord's  delivery of this Lease to
Tenant shall not be deemed to be an offer to lease and shall not be binding upon
either party until executed and delivered by both parties.

   Section 13.14.  Survival.  All representations and warranties of Landlord and
Tenant shall survive the termination of this Lease.

ARTICLE FOURTEEN: BROKERS

   Section  14.01.  Broker's  Fee. When this Lease is signed by and delivered to
both  Landlord  and  Tenant,  Landlord  shall pay a real  estate  commission  to
Landlord's  Broker  named in Section  1.08  above,  if any,  as  provided in the
written agreement  between Landlord and Landlord's  Broker, or the sum stated in
Section 1.09 above for  services  rendered to Landlord by  Landlord's  Broker in
this  transaction.  Landlord  shall not be required to pay  Landlord's  Broker a
commission if Tenant exercises any option to extend the Lease Term or to buy the
Property,  or any similar  option or right which  Landlord  may grant to Tenant.
Such commission shall be the amount set forth in Landlord's  Broker's commission
schedule in effect as of the  execution of this Lease.  If a Tenant's  Broker is
named in Section 1.08 above,  Landlord's Broker shall pay an appropriate portion
of its  commission to Tenant's  Broker if so provided in any  agreement  between
Landlord's  Broker and Tenant's  Broker.  Nothing  contained in this Lease shall
impose any  obligation on Landlord to pay a commission or fee to any party other
than Landlord's Broker.

   Section  14.02.  Protection of Brokers.  If Landlord  sells the Property,  or
assigns  Landlord's  interest in this Lease,  the buyer or  assignee  shall,  by
accepting  such  conveyance  of the  Property  or  assignment  of the Lease,  be
conclusively  deemed to have agreed to make all payments to  Landlord's  Broker
thereafter  required of Landlord under this Article Fourteen.  Landlord's Broker
shall have the right to bring a legal action to enforce or declare  rights under
this  provision.  The  prevailing  party in such  action  shall be  entitled  to
reasonable  attorneys' fees to be paid by the losing party. Such attorneys' fees
shall be fixed by the court in such action.  This  Paragraph is included in this
Lease for the benefit of Landlord's Broker.

   Section 14.03. Agency Disclosure; No Other Brokers.

Landlord  and Tenant each warrant that they have dealt with no other real estate
broker(s) in connection with this transaction  except: CB Commercial Real Estate
Group,  Inc.,  who  represents  _________________  and  _________________,   who
represents___________________.

ARTICLE FIFTEEN: COMPLIANCE

   The parties  hereto agree to comply with all  applicable  federal,  state and
local laws,  regulations,  codes,  ordinances and  administrative  orders having
jurisdiction over the parties, property or the subject matter of this Agreement,
including,  but not  limited  to, the 1964 Civil  Rights Act and all  amendments
thereto,  the Foreign  Investment  in Real Property Tax Act, the  Comprehensive
Environmental  Response  Compensation  and Liability Act, and The Americans With
Disabilities Act.

(c) 1988 Southern California Chapter       11                  Initials   JPD
     of the Society of Industrial
     and Office Realtors, Inc.          (Single-Tenant Net Form)

<PAGE>

   ADDITIONAL  PROVISIONS MAY BE SET FORTH IN A RIDER OR RIDERS  ATTACHED HERETO
IN THE BLANK SPACE BELOW. IF NO ADDITIONAL PROVISIONS ARE INSERTED,  PLEASE DRAW
A LINE THROUGH THE SPACE BELOW.


                       A Rider containing eight (8) sections is attached hereto.


   Landlord  and  Tenant  have  signed  this Lease at the place and on the dates
specified  adjacent to their  signatures  below and have  initialled  all Riders
which are attached to or incorporated by reference in this Lease.



                                                     "LANDLORD"

Signed on Jan 4, 1996                   DiNapoli, DiNapoli and Mulcahy Trust,
at ____________________________.        a California general partnership.

                                        By: /s/ J. Philip DiNapoli
                                           -------------------------------------
                                           J. Philip DiNapoli, as Trustee of
                                        Its: the DiNapoli Revocable Trust UTA
                                           -------------------------------------
                                          dated July 6, 1982, a general partner

                                        By: ___________________________________

                                        Its: __________________________________


                                                     "TENANT"

Signed on Jan 4, 1996                   Journal Communications, Inc.,
at ____________________________.        a Wisconsin Corporation

                                        By: /s/ GREGORY
                                           ------------------------------------

                                        Its: Vice President
                                            -----------------------------------

                                        By: ___________________________________

                                        Its: __________________________________

   IN ANY REAL ESTATE  TRANSACTION,  IT IS  RECOMMENDED  THAT YOU CONSULT WITH A
PROFESSIONAL,  SUCH AS A CIVIL  ENGINEER,  INDUSTRIAL  HYGIENIST OR OTHER PERSON
WITH  EXPERIENCE  IN EVALUATING  THE  CONDITION OF THE  PROPERTY,  INCLUDING THE
POSSIBLE  PRESENCE OF ASBESTOS,  HAZARDOUS  MATERIALS  AND  UNDERGROUND  STORAGE
TANKS.

   THIS PRINTED FORM LEASE HAS BEEN DRAFTED BY LEGAL COUNSEL AT THE DIRECTION OF
THE  SOUTHERN  CALIFORNIA  CHAPTER  OF THE  SOCIETY  OF  INDUSTRIAL  AND  OFFICE
REALTORS,  INC. NO  REPRESENTATION  OR  RECOMMENDATION  IS MADE BY THE  SOUTHERN
CALIFORNIA  CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICE REALTORS,  INC., ITS
LEGAL  COUNSEL,  THE REAL ESTATE  BROKERS  NAMED HEREIN,  OR THEIR  EMPLOYEES OR
AGENTS,  AS TO THE LEGAL  SUFFICIENCY,  LEGAL EFFECT OR TAX CONSEQUENCES OF THIS
LEASE OR OF THIS TRANSACTION. LANDLORD AND TENANT SHOULD RETAIN LEGAL COUNSEL TO
ADVISE  THEM ON SUCH  MATTERS  AND  SHOULD  RELY UPON THE  ADVICE OF SUCH  LEGAL
COUNSEL.


(c) 1988 Southern California Chapter      12                Initials    JPD
      of the Society of Industrial
      and Office Realtors, Inc.      (Single-Tenant Net Form)

<PAGE>


                            RIDER TO LEASE AGREEMENT

1. BASE RENT: The monthly Base Rent shall be as follows:

   Months               Base Rent per Month
   ------               -------------------
   From date of occupancy to Commencement Date No Base Rent*
   1-12         $26,532.00
   13-30        $50,947.00
   31-60        $53,777.60
   61-90        $55,192.80
   91-109       $56,608.00

   * Although no Base Rent shall be paid during this time  period,  Tenant shall
   still be  responsible  for payment of all other  obligations  under the Lease
   including payment of real property taxes,  insurance premiums,  utilities and
   all other NNN expenses.

   This Base Rent schedule is based on Landlord providing a Tenant  Improvement
   Allowance of a maximum of $414,600.00 (the "TI Allowance"). If Tenant elects,
   in writing,  not to utilize any or all of the TI Allowance  for the planning,
   construction and  installation of the Tenant  Improvements in the building on
   the Property,  the amount of the monthly Base Rent for the Property  shall be
   reduced at the rate of $.01 per square foot per month for each  unused  $1.00
   of the TI Allowance. Promptly after substantial completion of construction of
   the Tenant  Improvements,  Landlord and Tenant shall execute a certificate in
   the form  attached  hereto as  Exhibit B,  indicating  the amount of any such
   reduction in the monthly Base Rent Payable by Tenant hereunder.

2. CONSTRUCTION  OF TENANT  IMPROVEMENTS:  Landlord  will  plan,  construct  and
   install certain  alterations and  improvements (the "TIs") to the building on
   the  Property as Tenant may desire be made for  Tenant's  intended use of the
   Property.  Notwithstanding  anything  to  the  contrary  in  the  Lease,  the
   construction  and  installation  of the TIs will not  affect  nor  extend the
   Commencement  Date of the Lease it being the intention of Landlord and Tenant
   that  Tenant  commence  paying  monthly  Base Rent on the  Commencement  Date
   regardless  of whether  or not the TIs are  substantially  completed  by said
   date.  The TIs  shall  be  constructed  in  accordance  with  the  plans  and
   specifications  prepared  by  Landlord's  architect  and as  approved by both
   Landlord  and Tenant.  Such plans and  specifications  and the budget for the
   construction  of the TIs shall be reasonably  approved,  in writing,  by both
   Landlord and Tenant as soon as practicable  after execution of the Lease, but
   prior  to the  commencement  of  construction  of the TIs.  The TIs  shall be
   installed by Landlord's general  contractor.  Landlord shall provide a Tenant
   Improvement  Allowance  of a maximum of Four  Hundred  Fourteen  Thousand Six
   Hundred  Dollars   ($414,600.00)   (the "TI  Allowance")  for  the  planning,
   construction  and  installation of the TIs and all costs associated with such
   construction,  including,  but not limited to,  architectural and engineering
   fees,  general  contractor  fees  and  costs,  costs  to  prepare  plans  and
   specifications,  all permit and approval fees and costs, and all other direct
   and  indirect  costs  of  procuring,  constructing  and  installing  the  TIs
   (collectively,  the "TI  Costs").  Landlord  shall not charge nor be paid any
   construction management fee in connection with the planning, construction and
   installation  of the TIs. If the TI Allowance is  exhausted,  any  additional
   funds  necessary  to pay the  balance of the TI Costs  (including  all change
   order  costs  and  cost  escalations)  in  order  to  cause  the  TIs  to  be
   substantially  completed will be paid for by Tenant,  in cash,  within thirty
   (30) days after Landlord delivers to Tenant a written demand therefor. The TI
   Allowance shall be used solely for  improvements to real property and not for
   the acquisition or installation of any of Tenant's equipment, trade fixtures,
   furniture,  furnishings,  telephone  equipment,  computer  equipment or other
   personal  property.  If the  Lease is  terminated  at any  time  prior to the
   scheduled  expiration date for any reason due to the default of Tenant of its
   obligations under this Lease, in addition to any other remedies  available to
   Landlord  under the  Lease,  Tenant  shall  immediately  pay to  Landlord  as
   additional  rent under the Lease any and all costs  incurred  by  Landlord in
   connection with the planning,  construction  and  installation of the TIs and
   not  reimbursed  or  otherwise  paid by  Tenant  as part of the Base  Rent or
   otherwise through the date of termination  together with any costs related to
   the  removal of any  improvements  constructed  by Tenant  subsequent  to the
   Commencement  Date and the  restoration of any damage caused to the Property,
   ordinary wear and tear excepted.

<PAGE>

3. ENTERPRISE  ZONE: As of the date of this Lease the Property is located within
   a designated  Enterprise Zone of the City of San Jose, and, as such, certain
   tax credits may be  available  to Tenant.  Landlord  has no  knowledge of the
   specific tax credits that may be  available,  or of Tenant's  eligibility  to
   benefit  from  same.   Tenant   acknowledges   that   Landlord  has  made  no
   representations with regard to the availability or applicability to Tenant of
   any benefits arising from such an Enterprise Zone.

4. ENVIRONMENTAL  MATTERS/HAZARDOUS MATERIALS:  Concurrently with executing this
   Lease,  and within  fifteen  (15) days of a written  request  from  Landlord,
   Tenant  shall  execute,  and deliver to  Landlord,  the  Hazardous  Materials
   Disclosure  Certificate in substantially  the form attached hereto as Exhibit
   C, and any other  reasonably  necessary  documents  as requested by Landlord.
   Subject  to the  remaining  provisions  of this  paragraph,  Tenant  shall be
   entitled to use and store only those  Hazardous  Materials  (defined  below),
   that are necessary for Tenant's  business and to the extent  disclosed in the
   Hazardous  Materials  Disclosure  Certificate,  provided  that such usage and
   storage  is in full  compliance  with any and all  local,  state and  federal
   environmental,   health  and/or   safety-related  laws,   statutes,   orders,
   standards,   courts'  decisions,   ordinances,   rules  and  regulations  (as
   interpreted by judicial and administrative decisions),  decrees,  directives,
   guidelines, permits or permit conditions,  currently existing and as amended,
   enacted,  issued or adopted in the future which are or become  applicable  to
   Tenant or the Property  (collectively,  the "Environmental  Laws").  Landlord
   shall  have  the  right at all  times  during  the term of this  Lease to (i)
   inspect the  Property,  (ii) conduct  tests and  investigations  to determine
   whether Tenant is in compliance  with the provisions of this  paragraph,  and
   (iii) request lists of all Hazardous  Materials  used,  stored or located on,
   under or about  the  Property;  the cost of all such  inspections,  tests and
   investigations  shall be borne by Tenant if Hazardous Materials are indicated
   by any such  inspection,  test or investigation to be present in, on or about
   the Property  arising from or related to the intentional or negligent acts or
   omissions  of  Tenant or any of  Tenant's  Representatives  (defined  below).
   Tenant shall give to Landlord  immediate oral and follow-up written notice of
   any spills,  releases or discharges of Hazardous Materials on, under or about
   the  Property.  Tenant  covenants  to  promptly  investigate,  clean  up  and
   otherwise remediate  (including without limitation,  monitoring and closures)
   any  spill,  release  or  discharge  of  Hazardous  Materials  caused  by the
   intentional  or  negligent  acts  or  omissions  of  Tenant  or  its  agents,
   employees,  representatives,  invitees, licensees,  subtenants,  customers or
   contractors (collectively,  "Tenant's Representatives") at Tenant's sole cost
   and expense;  such  investigation,  clean up and  remediation to be performed
   after  Tenant has obtained  Landlord's  written  consent,  which shall not be
   unreasonably  withheld;  provided,  however, that Tenant shall be entitled to
   respond  immediately  to an  emergency  without  first  obtaining  Landlord's
   written  consent.  If Tenant  fails to so promptly  investigate,  clean up or
   otherwise  remediate  (including  without  limitation,   any  monitoring  and
   closures),  Landlord  may, but without  obligation to do so, take any and all
   steps  necessary  to rectify  the same and Tenant  shall  promptly  reimburse
   Landlord,  upon demand,  for all costs and expenses to Landlord of performing
   investigation  and remediation  work.  Tenant shall  indemnify,  defend (with
   counsel  acceptable to Landlord) and hold  Landlord and  Landlord's  lenders,
   partners,  property  management company (if other than Landlord),  directors,
   officers, employees,  representatives,  contractors and shareholders and each
   of their  respective successors and assigns harmless from and against any and
   all claims, judgments, damages, penalties, fines, liabilities; losses, suits,
   administrative   proceedings  and  costs  (including,  but  not  limited  to,
   attorneys' and consultant fees and court costs) arising at any time during or
   after  the  term of this  Lease in  connection  with or  related  to the use,
   presence,  transportation,  storage, disposal, spill, release or discharge of
   Hazardous  Materials  on, in or about the  Property as a result  (directly or
   indirectly)  of the  intentional  or negligent acts or omissions of Tenant or
   any of Tenant's  Representatives.  The burden of proof shall rest with Tenant
   with  regard to the  determination  of the  cause or source of any  Hazardous
   Materials  found to exist in, on or about the  Property.  Tenant shall not be
   entitled to install any tanks under, on or about the Property for the storage
   of Hazardous Materials without the express written consent of Landlord, which
   may be given or withheld in Landlord's sole  discretion.  Neither the written
   consent of Landlord to the presence of Hazardous Materials on, under or about
   the Property nor the strict compliance by Tenant with all Environmental  Laws
   shall excuse Tenant from its obligation of  indemnification  pursuant hereto.
   As used in this Lease,  the term Hazardous  Materials shall mean and  include
   (a) any  hazardous  or toxic  wastes,  materials  or  substances,  and  other
   pollutants   or   contaminants,   which  are  or  become   regulated  by  any
   Environmental Laws; (b) petroleum,  petroleum by products,  gasoline,  diesel
   fuel, crude oil or any fraction thereof; (c) asbestos and asbestos containing
   materials,  in any form, whether friable or non-friable;  (d) polychlorinated
   biphenyls; (e) radioactive materials;  (f) lead and lead-containing materials
   (g) any  other  material,  waste or  substance  displaying  toxic,  reactive,
   ignitable or corrosive  characteristics,  as all such terms are used in their
   broadest sense, and are defined or become defined by any Environmental  Laws;
   or (h) any  materials  which cause or threatens  to cause a nuisance  upon or
   waste to any portion of the

<PAGE>

   Property or any surrounding  property; or poses or threatens to pose a hazard
   to the  health  and safety of  persons  on the  Property  or any  surrounding
   property.  The  provisions  of this  Paragraph  4 of the Rider to Lease shall
   survive the expiration or earlier  termination of this Lease. If Tenant fails
   to fully and timely  observe,  perform or comply with any of the  conditions,
   covenants or provisions of this Paragraph 4 of the Rider, and such failure is
   not cured within ten (10) days of the date on which Landlord delivers written
   notice of such  failure to Tenant then Tenant  shall be  considered  to be in
   material  default of this  Lease.  However,  Tenant  shall not be in material
   default of its  obligations  hereunder if such failure  cannot  reasonably be
   cured  within  such ten (10) day period and Tenant  promptly  commences,  and
   thereafter diligently proceeds with same to completion, all actions necessary
   to cure such failure as soon as is reasonably possible, but in no event shall
   the  completion  of such cure be later than sixty (60) days after the date on
   which  Landlord  delivers to Tenant  written  notice of such failure,  unless
   Landlord,  acting reasonably and in good faith, otherwise expressly agrees in
   writing to a longer period of time based upon the  circumstances  relating to
   such  failure  as well as the  nature of the  failure  and the  nature of the
   actions necessary to cure such failure.  Tenant covenants and agrees that the
   provisions  of Section  10.02(c)  of the Lease shall not be  applicable  (nor
   available) to any failure of Tenant under this  Paragraph 4 of the Rider.  If
   it is  determined  by  Landlord  pursuant  to the  results  of any  tests  or
   investigations  that have been  performed  or  pursuant  to a notice from any
   regulatory authority,  that Tenant, its use of the Property, or the condition
   of the  Property  is not in  compliance  with all  Environmental  Laws at the
   expiration or earlier  termination  of this Lease due to the  intentional  or
   negligent  acts or omissions of Tenant or Tenant's  Representatives,  then at
   Landlord's  sole option,  Landlord may require Tenant to hold over possession
   of the  Property  until  Tenant can  surrender  the  Property  to Landlord in
   compliance with all  Environmental  Laws. Any such holdover by Tenant will be
   with  Landlord's  consent,  will not be  terminable by Tenant in any event or
   circumstance  and will otherwise be subject to the provisions of Section 2.04
   of this Lease except that Tenant may  terminate  such  holdover if (i) Tenant
   has remediated the contamination by Hazardous  Materials in accordance with a
   plan approved by the appropriate  regulatory authority,  (ii) such regulatory
   authority has approved the results of the  remediation as being in compliance
   with its  requirements,  and (iii) the only  additional  requirement  of such
   regulatory authority is periodic monitoring in anticipation of closure.

5. EXISTING  LEASE:  The existing lease of the Property  dated November 3, 1995,
   between D & D Ranch, a California general partnership,  and Imperial Printing
   Company, a Michigan corporation,  dba, IPC Software Services, shall terminate
   as of the date of the execution of this Lease by both Landlord and Tenant and
   be of no further force or effect  thereafter  except for any provisions which
   are (a)  intended  to survive  its  termination,  and (b) not  superseded  or
   replaced by the terms and provisions of this Lease.

6. SIMULTANEOUS   EXECUTION  OF  LEASES:  Notwithstanding  any  other  provision
   contained in this Lease to the contrary,  this Lease shall not have any force
   or effect and shall not be binding on the parties  unless and until the lease
   of even date herewith  between Tenant and D & D Ranch,  a California  general
   partnership, regarding the premises at 2011 Senter Road, San Jose, California
   (the "Second Lease") is executed and delivered by Tenant  concurrently  with
   this Lease.

7. OPTIONS TO EXTEND:  If Tenant is not in default in the  performance of any of
   its obligations under this Lease at the time of Tenant's exercise of the then
   applicable  option to extend the then applicable  term of this Lease,  Tenant
   shall  have the right at its  option  to extend the term of the Lease for two
   (2) successive five (5) year periods  (individually the "First Extended Term"
   and the "Second Extended Term," respectively, and collectively, the "Extended
   Terms").  The Lease of the Property  during the Extended  Terms shall be upon
   the same  terms,  covenants  and  conditions  as are set forth in this Lease,
   other than the monthly Base Rent and the term of the Lease.  If Landlord does
   not receive from Tenant written notice of Tenant's exercise of this option on
   a date which is not less than eighteen months (18) months prior to the end of
   the initial term of the Lease or the end of the First  Extended  Term of this
   Lease, as the case may be (the "Option Notice"), all rights under this option
   shall  automatically lapse and terminate and shall be of no further force and
   effect.  Time is of the  essence  herein.  Additionally,  if Tenant  fails to
   timely or duly exercise this option for the First  Extended  Term, all rights
   of Tenant  under this option to extend into the First  Extended  Term and the
   Second Extended Term shall automatically lapse,  terminate and shall be of no
   further force and effect,  and Tenant shall have no further  rights to extend
   the term of this Lease. Notwithstanding any other provision contained in this
   Section 7 to the contrary, Tenant may only exercise the options to extend the
   term of this  Lease  for each of the  Extended  Terms if,  concurrently  with
   Tenant's exercise of such option hereunder,  Tenant simultaneously  exercises
   the same option granted to Tenant to extend the corresponding  term under the
   Second Lease.  If Tenant

<PAGE>

   does not so simultaneously  extend the term of both leases, Tenant shall have
   no right to extend the term of this Lease and thereafter the options  granted
   to Tenant herein shall lapse and be of no force or effect.

   The  monthly  Base Rent for each of the First  Extended  Term and the  Second
   Extended  Term shall be the then fair market rent for the Property (the "Fair
   Rental  Value")  agreed upon solely by and  between  Landlord  and Tenant and
   their agents appointed for this purpose.

   The "Fair  Rental  Value" of the  Property  shall be defined to mean the fair
   market  rental  value of the  Property  as of the  commencement  of the First
   Extended  Term or the  Second  Extended  Term,  as  applicable,  taking  into
   consideration  all  relevant  factors,  including  length  of term,  the uses
   permitted  under the Lease,  the  quality,  size,  design and location of the
   Property,  including the condition and value of existing tenant improvements,
   and the monthly  base rent paid by tenants  for  premises  comparable  to the
   Property, and located in San Jose, California.

   Landlord  and  Tenant  each,  at its cost and by  giving  notice to the other
   party,  shall appoint a competent and  disinterested  commercial  real estate
   broker  (hereinafter  "broker")  with at  least  five  (5)  years'  full-time
   commercial real estate brokerage  experience in the geographical  area of the
   Property  to set the Fair  Rental  Value for the First  Extended  Term or the
   Second  Extended Term, as the case may be. If either  Landlord or Tenant does
   not  appoint a broker  within ten (10) days  after the other  party has given
   notice of the name of its broker,  the single broker  appointed  shall be the
   sole broker and shall set the Fair Rental Value for the First  Extended  Term
   or the  Second  Extended  Term,  as the case may be. If two (2)  brokers  are
   appointed by Landlord and Tenant as stated in this paragraph, they shall meet
   promptly and attempt to set the Fair Rental Value. If the two (2) brokers are
   unable  to agree  within  ten (10)  days  after the  second  broker  has been
   appointed,  they  shall  attempt  to  select  a  third  broker,  meeting  the
   qualifications  stated in this paragraph  within ten (10) days after the last
   day the two (2) brokers are given to set the Fair Rental  Value.  If they are
   unable to agree on the third broker, either  Landlord or Tenant by giving ten
   (10) days' notice to the other party, can apply to the Presiding Judge of the
   Superior  Court of the  county  in which  the  Property  is  located  for the
   selection  of a third  broker  who  meets the  qualifications  stated in this
   paragraph.  Landlord and Tenant each shall bear one-half (1/2) of the cost of
   appointing  the third broker and of paying the third  broker's fee. The third
   broker,  however selected,  shall be a person who has not previously acted in
   any capacity for either  Landlord or Tenant.  Within  fifteen (15) days after
   the selection of the third  broker,  the third broker shall select one of the
   two Fair Rental Values  submitted by the first two brokers as the Fair Rental
   Value for the First  Extended Term or the Second  Extended  Term, as the case
   may be. If either of the first two brokers  fails to submit their  opinion of
   the Fair Rental  Value,  then the single Fair Rental  Value  submitted  shall
   automatically  be the monthly  Base Rent for the First  Extended  Term or the
   Second Extended Term, as applicable.

8. Any default of Tenant  under the Second  Lease shall also be a default  under
   this Lease.

<PAGE>

                                  EXHIBIT "A"

                            2020 SOUTH TENTH STREET
                              SAN JOSE, CALIFORNIA

All that certain real property situated in the City of San Jose, County of Santa
Clara, State of California, and described as follows:

All of Parcel 2, as shown on the Parcel Map recorded January 7, 1971 in Book 277
of Maps. Page 16, Santa Clara County records and being a portion of the  Chaboya
partition.

<PAGE>

                                  EXHIBIT "B"
                    TO LEASE AGREEMENT DATED _______________
       BY AND BETWEEN DINAPOLI, DINAPOLI AND MULCAHY TRUST, A CALIFORNIA
                        GENERAL PARTNERSHIP ("LANDLORD")
                                      AND
    JOURNAL COMMUNICATIONS, INC., A _________________ CORPORATION ("TENANT")

                       FIRST AMENDMENT TO LEASE AGREEMENT

This First Amendment to Lease Agreement (the "First  Amendment") is made into as
of 19__,  by and between  DiNapoli,  DiNapoli  and Mulcahy  Trust,  a California
general partnership ("Landlord"), and Journal Communications, Inc., a California
corporation  ("Tenant"),  with  reference to that certain Lease  Agreement  (the
"Lease"),  dated  _________________  by  and between Landlord and Tenant for the
leasing of certain premises (the "Premises") located at 2020 South Tenth Street,
San Jose, California, as more particularly described in the Lease.

   NOW,  THEREFORE,  in  consideration  of the  mutual  promises  and  covenants
contained herein and in the Lease and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant
hereby agree as follows:

1. The construction of the Tenant  Improvements have been completed and accepted
by Tenant and all costs,  expenses,  liabilities and obligations associated with
the Tenant Improvements have been paid or discharged.

2. Landlords TI Allowance of Four Hundred Fourteen  Thousand Six Hundred Dollars
($414,600.00) was not fully expended and,  therefore, in accordance with Section
1 of the Rider to the Lease,  the amount of __________  ($_____) per month shall
be subtracted  from the monthly Base Rent scheduled in Section 1 of the Rider to
the  Lease.  The amount of the  decrease  was  computed  at the rate of One Cent
($0.01) per Dollar ($1.00) of the unused Tenant Allowance.

3. All  capitalized  terms  used in this  First  Amendment  shall  have the same
meanings and definitions as set forth in the Lease.

4. Landlord and Tenant hereby  further agree that the Lease is in full force and
effect,  and that the terms and  provisions of the Lease shall remain  unchanged
except as modified in this First Amendment.

5.  In the  event  of any  conflict  or  inconsistency  between  the  terms  and
provisions of this First  Amendment and the Lease,  the terms and  provisions of
this First Amendment shall prevail.

IN WITNESS WHEREOF, Landlord and Tenant have executed this First Amendment as of
the date and year first written above in this First Amendment.

LANDLORD:
DINAPOLI, DINAPOLI AND MULCAHY TRUST, a California general partnership

By:
       THE DINAPOLI REVOCABLE TRUST DATED JULY 6, 1982

           By:___________________________________
                 J. Philip DiNapoli, Trustee

TENANT:
JOURNAL COMMUNICATIONS INC. A _________________ Corporation

By: ______________________________

Its: _____________________________

<PAGE>

                                               Initial Certificate _____________
                                                     Annual Update _____________
                                                              Date _____________




                   HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE

Your  cooperation  in this matter is  appreciated.  Initially,  the  information
provided by you in this Hazardous Materials Disclosure  Certificate is necessary
for the Landlord  (identified  below) to evaluate and finalize a lease agreement
with you as Tenant.  After a lease  agreement  is signed by you and the Landlord
("Lease  Agreement"),  on an annual basis in accordance  with the  provisions of
Section 4 of the Rider to the  signed  Lease  Agreement,  you  are to provide an
update to the information  initially  provided by you in this  certificate.  The
information contained in the Initial Hazardous Materials Disclosure  Certificate
and each annual  certificate  provided by you  thereafter  will be maintained in
confidentiality by Landlord subject to release and disclosure as required by (i)
any lenders and owners and their respective environmental consultants,  (ii) any
prospective  purchase(s)  of all or any  portion  of the  property  on which the
Premises are located,  (iii) Landlord to defend itself or its lenders,  partners
or  representatives  against  any  claim or  demand, and (iv) any  laws,  rules,
regulations,  orders or subpoenas.  Any and all  capitalized  terms used herein,
which are not otherwise defined herein,  shall have the same meaning ascribed to
such  term  in  the  signed  Lease  Agreement.   Any  questions  regarding  this
certificate should be directed to, and when completed,  the  certificate  should
be delivered to:

For  purposes  of this  Hazardous  Material  Disclosures  Certificate,  the term
"Hazardous  Materials"  as used  herein  shall  not  include  any  materials  or
substances customarily used in the conduct of general office activities, so long
as the quantity of such materials is not prohibited by Environmental Laws.

Landlord:                 DiNapoli, DiNapoli and Mulcahy Trust,
                          a California general partnership
                          99 Almaden Blvd., Suite 565
                          San Jose, California 95113
                          Attention: J. Phillip DiNapoli
                          (408) 998-2460

Tenant:                   Journal Communications, Inc.
                          a _________________ corporation
                          333 West-State Street
                          Milwaukee, Wisconsin 53201-0661
                          __________________

Contact  Person for  Hazardous  Waste  Materials  Management  and  Manifests and
Telephone Number(s): Daryl Byrssom 510-770-8000 x-253

___________________________________________________________________________

Address of
Premises:    2020 South Tenth Street
             San Jose, California

Length of Initial Term Nine (9) years and One (1) month


1. GENERAL INFORMATION:

   Describe the initial  proposed  operations to take place in, on, or about the
   Premises,  including,  without  limitation,   principal  products  processed,
   manufactured or assembled

<PAGE>


   services  and  activities  to be provided or  otherwise  conducted.  Existing
   lessees should describe any proposed changes to on-going operations.

   Warehousing and assembly of literature and media kits.
   Duplication of software onto media.
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------

2. USE, STORAGE AND DISPOSAL OF HAZARDOUS MATERIALS

   2.1   Will any Hazardous  Materials be used,  stored or disposed of in, on or
         about the  Premises?  Existing  lessees  should  describe any Hazardous
         Materials which continue to be used,  generated,  stored or disposed of
         in, on or about the Premises.

                Wastes                    Yes             No x
                Chemical Products         Yes             No x
                Other                     Yes             No x

   2.2   If Yes is marked  in  Section  2.1,  attach  a  list  of any  Hazardous
         Materials to be used, generated,  stored or disposed of in, on or about
         the Premises, including the applicable hazard  class and an estimate of
         the quantities of such Hazardous  Materials at any given time; estimate
         annual  throughput;  the  proposed  location(s)  and  method of storage
         (excluding   nominal  amounts  of  ordinary   household   cleaners  and
         janitorial supplies which are not regulated by any Environmental Laws);
         and the proposed  location(s) and method of disposal for each Hazardous
         Material,   including,   the  estimated  frequency,  and  the  proposed
         contractors or  subcontractors.  Existing  lessees should attach a list
         setting  forth the  information  requested  above and such list  should
         include actual data from on-going  operations and the identification of
         any variations in such information from the prior year's certificate.

3. STORAGE TANKS AND SUMPS

   3.1   Is any above or below ground storage of gasoline, diesel, petroleum, or
         other  Hazardous  Materials in tanks or sumps  proposed in, on or about
         the  Premises?  Existing  lessees  should  describe  any such actual or
         proposed activities.

                Yes  x       No
                   ----        ----

         If Yes, please explain:

         Replacement propane tanks for forklifts.
         General cleaning and janitorial supplies.
         -----------------------------------------------------------------------
         -----------------------------------------------------------------------

4. WASTE MANAGEMENT

   4.1   Has your company been issued an EPA  Hazardous  Waste  Generator  I.D.
         Number? Existing lessees should describe any additional  identification
         numbers issued since the previous certificates.

        Yes       No x
           ----     ----

   4.2   Has your company  filed a biennial or quarterly  reports as a hazardous
         waste  generator?  Existing  lessees  should  describe  any new reports
         filed.

        Yes       No x
           ----     ----

        If Yes, attach a copy of the most recent report filed.


<PAGE>


5. WASTEWATER TREATMENT AND DISCHARGE

   5.1   Will your company discharge wastewater or other waste to:

               No    storm drain?      Yes   sewer?
              ----                   -----
               No    surface water?           no wastewater or other
              ----                   ------   wastes discharged.

         Existing Lessees should indicate any actual discharges. If so, describe
         the nature of any proposed or actual discharge(s).

         Human waste.
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------

   5.2   Will such wastewater or waste be treated before discharge?

            Yes          No  x
               ----        ----

         If yes,  describe  the  type of  treatment  proposed  to be  conducted.
         Existing lessees should describe the actual treatment conducted.
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------

6. AIR DISCHARGES

   6.1   Do you plan for any air filtration systems or stacks to be used in your
         company's  operations in, on or about the Premises  that will discharge
         into  the air;  and will  such air  emissions  be  monitored?  Existing
         lessees  should  indicate  whether  or  not  there  are  any  such  air
         filtration  systems or stacks in use in, on or about the Premises which
         discharge  into  the air and  whether  such  air  emissions  are  being
         monitored.

        Yes          No  x
           -----       -----

        If Yes, Please describe:
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------


<PAGE>


   6.2   Do you propose to operate any of the following  types of equipment,  or
         any other equipment requiring an air emissions permit? Existing lessees
         should  specify any such  equipment  being operated in, on or about the
         Premises.

             No   Spray booth(s)                 No   Incinerator(s)
         --------                            --------
             No   Dip tank(s)                         Other (please describe)
         --------                            --------
             No   Drying oven(s)                 x    No Equipment
         --------                            -------- Requiring
                                                      Air Permits

         If Yes, please describe:
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------

7. HAZARDOUS MATERIALS DISCLOSURES

   7.1   Has your company prepared or will it be required to prepare a Hazardous
         Materials   management  plan  ("Management   Plan")  pursuant  to  Fire
         Department  or other governmental or regulatory agencies' requirements?
         Existing  lessees should  indicate  whether or not a Management Plan is
         required and has been prepared.

         Yes                  No  x
           -----               -----

         If yes, attach a copy of the Management  Plan.  Existing lessees should
         attach a copy of any required updates to the Management Plan.

   7.2   Are  any of the  Hazardous  Materials,  and  in  particular  chemicals,
         proposed  to be used in your  operations  in, on or about the  Premises
         regulated  under  Proposition  65?  Existing  lessees  should  indicate
         whether  or not there  are any new  Hazardous  Materials  being so used
         which are regulated under Proposition 65.

         Yes                  No  x
           -----               -----

         If Yes, please explain:
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------

8. ENFORCEMENT ACTIONS AND COMPLAINTS

   8.1   With respect to Hazardous  Materials or  Environmental  Laws,  has your
         company   ever  been  subject  to  any  agency   enforcement   actions,
         administrative  orders, or consent decrees or has your company received
         requests  for  information,  notice  or  demand  letters,  or any other
         inquiries regarding its operations? Existing lessees

<PAGE>

         should indicate whether or not any such actions, orders or decrees have
         been,  or are in process or being,  undertaken  or if any such requests
         have been received.

         Yes  _____    No  X

         If Yes,  describe  the  actions,  orders or decrees and any  continuing
         compliance obligations imposed as a result of these actions, orders, or
         decrees and also describe any requests,  notices or demands, and attach
         a copy of all such  documents.  Existing  lessees  should  describe and
         attach a copy of any new actions, orders, decrees, requests, notices or
         demands not already delivered to Landlord pursuant to the provisions of
         Section 4 of the Rider to the signed Lease Agreement.
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------

   8.2   Have there ever been,  or are there now pending,  any lawsuits  against
         your company regarding any environmental or health and safety concerns:

         Yes  _____    No  X

         If  Yes,   describe  any  such   lawsuits  and  attach  copies  of  the
         complaint(s),  cross-complaint(s),  pleadings  and all other  documents
         related  thereto as  requested  by Landlord.  Existing  lessees  should
         describe and attach a copy of any new complaint(s), cross-complaint(s),
         pleadings  and all other  documents  not already  delivered to Landlord
         pursuant  to  the  provisions  of  Paragraph  29 of  the  signed  Lease
         Agreement.
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------

   8.3   Have there been any  problems  or  complaints  form  adjacent  tenants,
         owners or other  neighbors  at your  company's  current  facility  with
         regard to environmental or health and safety concerns? Existing lessees
         should  indicate  whether or not there have been any such  problems  or
         complaints from adjacent  tenants,  owners or other neighbors at, about
         or near the Premises.

         Yes  _____    No  X

         If Yes,  please  describe.  Existing  lessees should  describe any such
         problems or  complaints  not already  disclosed  to Landlord  under the
         provisions of the signed Lease Agreement.
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------
   -----------------------------------------------------------------------------

9. PERMITS AND LICENSES

   9.1   Attach copies of all Hazardous Materials permits and licenses issued to
         your company with  respect to its proposed  operations  in, on or about
         the Premises, including, without limitation, any wastewater,  discharge
         permits, air emissions permits, and use permits or approvals.  Existing
         lessees should attach copies of any new permits and licenses as well as
         any renewals of permits or licenses previously issued.

<PAGE>

The undersigned  hereby  acknowledges  and agrees that this Hazardous  Materials
Disclosure  Certificate is being  delivered in connection  with, and as required
by,  Landlord in connection  with the  evaluation  and  finalization  of a Lease
Agreement and will be attached  thereto as an exhibit.  The undersigned  further
acknowledges and agrees that this Hazardous Materials Disclosure  Certificate is
being  delivered  in  accordance  with,  and as required by, the  provisions  of
Section  4 of  the  Rider  to  the  Lease  Agreement.  The  undersigned  further
acknowledges  and  agrees  that  the  Landlord  and its  partners,  lenders  and
representatives  may,  and  will,  rely  upon the  statements,  representations,
warranties,  and  certifications  made  herein and the  truthfulness  thereof in
entering into the Lease  Agreement and the  continuance  thereof  throughout the
term, and any renewals  thereof, of the Lease  Agreement.  I (print name) Andrew
Jenkins,  acting  with full  authority  to bind the  Tenant and on behalf of the
Tenant,  certify,  represent and warrant that the information  contained in this
certificate is true and correct.


Tenant:


By:  /s/ Andrew Jenkins
     ------------------------

Title: Mgr. of Operations
      -----------------------

Date:   11/2/95
     ------------------------


---------------------------------------        --------------------------------
Tenant                                         Date



AGREED AND ACCEPTED


---------------------------------------        --------------------------------
Landlord                                       Date


<PAGE>


                            NOTICE AND AGREEMENT RE:
                 DISCLOSURE oF SPECIAL STUDIES AND FLOOD ZONES;
                  HAZARDOUS SUBSTANCES; BROKER REPRESENTATION;
                   BROKER INVESTIGATION; COMPLIANCE WITH LAWS

      Date:         December 22, 1995
      Landlord:     DiNapoli, DiNapoli  and  Mulcahy Trust, a California general
                    partnership

      Tenant:       Journal  Communication,  Inc., a Wisconsin  Corporation  and
                    Imperial  Printing  Co.,  a Michigan  Corporation,  a wholly
                    owned  subsidiary of Journal  Communication,  Inc., as joint
                    and several co-tenants.

      Property:     2020 South Tenth Street, San Jose, California.


      Brokers:      CB Commercial Real Estate Group, Inc., representing Tenant.

Alquist-Priolo Notification: Alquist-Priolo Special Earthquake Studies Zone Act
The Property described above is or may be  situated in a Special Studies Zone as
designated  under  the   Alquist-Priolo   Special  Studies  Zone  Act,  Sections
2621-2630, Inclusive, of the California Public Resources Code; and, as such, the
construction or development on the Property of any structure for human occupancy
may be subject to the  findings  of a geologic  report  prepared  by a geologist
registered in the State of California,  unless such report is waived by the city
or  county  under the terms of that Act. No  representations  on the subject are
made  by  Seller/Lessor  or  by CB COMMERCIAL  REAL ESTATE  GROUP,  INC., or its
agents or  employees,  and the  Purchase/Tenant  should  make:  his/her/its  own
inquiry or investigation.



Special Studies Zone             ____Yes _____No    Source______________________

Notification re: National Flood Insurance Program
The  Property  is or may be located  in a Special  Flood  Hazard  Area on United
States  Department of Housing and Urban  Development  (HUD)  "Special Flood Zone
Area Maps." Federal law  requires  that as a condition  of  obtaining  federally
related  financing on most properties  located in "flood zones," banks,  savings
and loan associations, and some insurance lenders require flood  insurance to be
carried  where the  property,  real or personal,  is security  for a loan.  This
requirement  is mandated by the  National  Flood  Insurance  Act of 1968 and the
Flood Disaster  Protection Act of 1973. The purpose of the program is to provide
flood  insurance  to property  owners at a reasonable  cost.  Cities or counties
participating in the National Flood Insurance  Program may have adopted building
or zoning restrictions, or other measures, as part of their participation in the
program.  You should contact the city or county in which the property is located
to determine  any such  restrictions.  The extent of coverage  available in your
area and the cost of this coverage may vary,  and for further  information,  you
should consult your lender or insurance carrier.


Flood Zone Designation:          ____Yes _____No    Source______________________

Hazardous Wastes or Substances Underground Storage Tanks
Comprehensive  federal and state laws and  regulations  have been enacted in the
past several years in an effort to control the use, storage, handling, clean-up,
removal and disposal of hazardous  wastes or substances.  Some of these laws and
regulations  (such as, for example,  the  Comprehensive  Environmental  Response
Compensation and Liability Act [CERCLA]) provide for broad liability on the part
of owners,  Tenants,  or other users of property for clean-up costs and damages,
regardless of fault.  Other laws and  regulations set standards for the handling
of asbestos, and establish requirements for the use, modification,  abandonment,
and closure of underground storage tanks.

It is not  practical or possible to list all such laws and  regulations  in this
Notice. Therefore, Sellers/Lessors and Buyers/Lessees are urged to consult legal
counsel to determine their respective rights and liabilities with respect to the
issues  described in this Notice,  as well as all other  aspects of the proposed
transaction.  If hazardous  wastes or  substances  have been, or are going to be
used, stored,  handled or disposed of on the Property, or if the Property has or
may have  underground  storage tanks,  it is essential that legal and technical
advice be obtained to determine,  among other things,  the nature of permits and
approvals  which have been obtained or may be required;  the estimated costs and
expenses  associated  with the use,  storage,  handling,  clean-up,  disposal or
removal  of  hazardous  wastes  or  substances;  and the  nature  and  extent of
contractual  provisions  necessary  or  desirable  in this  transaction.  Broker
recommends  expert  assistance and site  investigation to determine past uses of
the property,  which may provide  valuable  information  as to the likelihood of
hazardous  wastes or  substances,  or underground  storage  tanks,  being on the
Property.

<PAGE>

Seller/Lessor  agrees to disclose to Broker and to Purchaser/Lessee  any and all
information  which  he/she/it  has  regarding  present  and  future  zoning  and
environmental  matters  affecting  the Property and  regarding  condition of the
Property,  including,  but not  limited  to  structural,  mechanical  and  soils
conditions,  the  presence and location of  asbestos,  PCB  transformers,  other
toxic, hazardous or contaminated substances,  and underground storage tanks, in,
on, or about the Property.

Broker has  conducted no  investigation  regarding  the subject  matter  hereof,
except as may be contained in separate written document signed by Broker. Broker
makes no  representations  concerning the existence or nonexistence of hazardous
wastes  or  substances,  or  underground  storage  tanks  in,  on,  or about the
Property.  Purchaser/Lessee  should  contact  a  professional,  such  as a civil
engineer,  industrial  hygienist  or  other  persons  with  experience  in these
matters, to advise on these matters.

The term  "hazardous  wastes of  substances" is used herein in its very broadest
sense and includes, but is not limited to, petroleum based products,  paints and
solvents,  lead,  cyanide,  DDT,  printing  inks,  acids,  pesticides,  ammonium
compounds,  asbestos,  PCBs and other  chemical  products.  Hazardous  wastes or
substances  and  underground  storage  tanks may be present on all types of real
property. This Notice is intended to apply to any transaction involving any type
of real property, whether improved or unimproved.

Broker Representation
__ check if applicable.  Seller/Lessor and  Purchaser/Tenant  hereby acknowledge
that Broker represents both parties hereto; and both parties consent thereto.

Broker Disclosure
The parties  hereby  expressly  acknowledge  that Broker has made no independent
determination or investigation regarding the following: present or future use or
zoning of the  Property;  environmental  matters  affecting  the  Property;  the
condition of the Property, including, but not limited to structural,  mechanical
and  soils  conditions,  as well  as  issues  surrounding  hazardous  wastes  or
substances as set out above;  violations of the  Occupational  Safety and Health
Act or any other  federal,  state,  county or  municipal  laws,  ordinances,  or
statutes; measurements of land and/or buildings. Purchaser/Lessee agrees to make
its own investigation and determination regarding such items.

Compliance with Laws
The parties hereto agree to comply with all applicable federal,  state and local
laws,   regulations,   codes,   ordinances  and  administrative   orders  having
jurisdiction over the parties, property or the subject matter of this Agreement,
including,  but  not limited  to, the 1964 Civil  Rights Act and all  amendments
thereto,  the Foreign  Investment in Realty Property Tax Act, the  Comprehensive
Environmental  Response  Compensation  and Liability Act, and The Americans With
Disabilities Act.

Receipt of a copy of this Notice and Agreement is hereby acknowledged.

Dated ____________________,199__        ______________________________
                                        Seller

Dated ____________________,199__        ______________________________
                                        Purchaser

--------------------------------------------------------------------------------
     CONSULT YOUR ADVISORS.  NO REPRESENTATION OR RECOMMENDATION IS MADE BY
     CB COMMERCIAL REAL ESTATE GROUP, INC. OR ITS AGENTS OR EMPLOYEES AS TO
     THE LEGAL  EFFECT,  INTERPRETATION,  OR ECONOMIC  CONSEQUENCES  OF THE
     NATIONAL FLOOD INSURANCE PROGRAM AND RELATED LEGISLATION, NOR OF OTHER
     LEGISLATION  REFERRED TO HEREIN.  THESE ARE QUESTIONS  THAT YOU SHOULD
     ADDRESS WITH YOUR CONSULTANTS AND ADVISORS.
--------------------------------------------------------------------------------


<PAGE>

                                                                       EXHIBIT B

                               [GRAPHIC]

                           2011 SENTER ROAD
                    SOUTH TENTH STREET/SENTER ROAD

          CONNECTOR BUILDING: Approximately 3,320 Square Feet

                    PREMISES:               This
                shaded area totals +/- 141,520 square
                  feet. This includes the +/- 3,320
                   square foot Connector building.



                            2020 S. TENTH
                    approximately 138,200 Sq. Ft.
                              8.122 Ac.

                            1900 S. TENTH
                    approximately 106,274 Sq. Ft.
                               7.85 Ac.

                           2011 Senter Road
                    approximately 226,329 Sq. Ft.
                               9.84 Ac.


                                       DROPPED CEILING

<PAGE>

                                                                     EXHIBIT B-1
                          SOUTH TENTH STREET

                               [GRAPHIC]

                           2011 SENTER ROAD

     Sublessee's Exclusive Use:
     This boxed-in area is for the
     exclusive use of the Sublessee.

     Sublessor's Exclusive Use:

     This shaded area is for the
     exclusive use of the Sublessor.


                            2020 S. TENTH
                    approximately 138,200 Sq. Ft.
                              8.122 Ac.

                            1900 S. TENTH
                    approximately 106,274 Sq. Ft.
                               7.85 Ac.

                           2011 Senter Road
                    approximately 226,329 Sq. Ft.
                               9.84 Ac.

                              SENTER ROAD

                                                                 DROPPED CEILING

<PAGE>

                                                                       EXHIBIT C

                                                  Initial Certificate __________
                                                        Annual Update __________
                                                                 Date __________


                   HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE

Your  cooperation  in this matter is  appreciated.  Initially,  the  information
provided by you in this Hazardous Materials Disclosure  Certificate is necessary
for the Landlord  (identified  below) to evaluate and finalize a lease agreement
with you as Tenant.  After a lease  agreement  is signed by you and the Landlord
("Lease  Agreement"),  on an annual basis in accordance  with the  provisions of
Section 4 of the Rider to the  signed  Lease  Agreement,  you are to  provide an
update to the information  initially  provided by you in this  certificate.  The
information contained in the Initial Hazardous Materials Disclosure  Certificate
and each annual  certificate  provided by you  thereafter  will be maintained in
confidentiality by Landlord subject to release and disclosure as required by (i)
any lenders and owners and their respective environmental consultants,  (ii) any
prospective  purchaser(s)  of all or any  portion of the  property  on which the
Premises are located,  (iii) Landlord to defend itself or its lenders,  partners
or  representatives  against  any claim or  demand,  and (iv) any  laws,  rules,
regulations,  orders or subpoenas.  Any and all  capitalized  terms used herein,
which are not otherwise defined herein,  shall have the same meaning ascribed to
such  term  in  the  signed  Lease  Agreement.   Any  questions  regarding  this
certificate should be directed to, and when completed, the certificate should be
delivered to:

For  purposes  of this  Hazardous  Material  Disclosure  Certificate,  the  term
"Hazardous  Materials"  as used  herein  shall  not  include  any  materials  or
substances customarily used in the conduct of general office activities, so long
as the quantity of such materials is not prohibited by Environmental Laws.

Landlord:


Tenant:


                                ---------------

Contact  Person  for  Hazardous  Waste  Materials  Management  and Manifests and
Telephone Number (s): __________________________________________________________
________________________________________________________________________________

Address of
Premises:

Length of Initial Term ______________________


1.  GENERAL INFORMATION:
    Describe the initial proposed  operations to take place in, on, or about the
    premises,  including,  without  limitation,  principal  products  processed,
    manufactured or assembled


<PAGE>

    services  and  activities  to be provided or otherwise  conducted.  Existing
    lessees should describe any proposed changes on-going operations.
    ____________________________________________________________________________
    ____________________________________________________________________________
    ____________________________________________________________________________
    ____________________________________________________________________________


2.  USE, STORAGE AND DISPOSAL OF HAZARDOUS MATERIALS

    2.1   Will any Hazardous  Materials be used, stored or disposed of in, on or
          about the Premises?  Existing  lessees  should  describe any Hazardous
          Materials which continue to be used, generated,  stored or disposed of
          in, on or about the Premises.

          Wastes                                   Yes _____      No _____
          Chemical Products                        Yes _____      No _____
          Other                                    Yes _____      No _____

    2.2   If Yes is  marked  in  Section  2.1,  attach  a list of any  Hazardous
          Materials to be used, generated, stored or disposed of in, on or about
          the Premises, including the applicable hazard class and an estimate of
          the  quantities  of  such  Hazardous  Materials  at  any  given  time;
          estimated annual  throughput;  the proposed  location(s) and method of
          storage  (excluding nominal amounts of ordinary household cleaners and
          janitorial  supplies  which  are not  regulated  by any  Environmental
          Laws);  and the proposed  location(s)  and method of disposal for each
          Hazardous  Material,  including,  the  estimated  frequency,  and  the
          proposed contractors or subcontractors. Existing lessees should attach
          a list selling  forth the  information  requested  above and such list
          should   include   actual  data  from  on-going   operations  and  the
          identification  of any variations in such  information  from the prior
          year's certificate.

3.   STORAGE TANKS AND SUMPS

    3.1   Is any above or below ground storage or gasoline,  diesel,  petroleum,
          or other  Hazardous  Materials  in tanks  or sumps  proposed in, on or
          about the Premises7  Existing  lessees should describe any such actual
          or proposed activities.

          Yes _____              No _____


          If Yes, please explain:
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________


4.   WASTE MANAGEMENT


    4.1   Has your company been issued on EPA  Hazardous  Waste  Generator  I.D.
          Number? Existing lessees should describe any additional identification
          numbers issued since the previous certificate.

          Yes _____              No _____

    4.2   Has your company filed a biennial or quarterly  reports as a hazardous
          generator? Existing lessees should describe any new reports filed.

          Yes _____              No _____

          If Yes, attach a copy of the most recent report filed.

<PAGE>

5.  WASTEWATER TREATMENT AND DISCHARGE


    5.1   Will your company discharge wastewater or other waste to:


          __________ storm drain?   __________ sewer?
          __________ surface water? __________ no wastewater or other
                                               wastes discharged.

          Existing  lessees  should  indicate  any  actual  discharges.  If  so,
          describe the nature of any proposed or actual discharge(s).
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

    5.2   Will any such wastewater or waste be treated before discharge?

          Yes _____              No _____

          If Yes,  describe  the type or  treatment  proposed  to be  conducted.
          Existing lessees should describe the actual treatment conducted.

6.  AlR DISCHARGES

    6.1   Do you plan for any  air  filtration  systems  of stacks to be used in
          your  company's  operations  in, on or about the  Premises  that  will
          discharge  into the air;  and will such air  emissions  be  monitored?
          Existing lessees should indicate whether or not there are any such air
          filtration systems or stacks in use in, on or about the Premises which
          discharge  into the air and  whether  such  air  emissions  are  being
          monitored.

          Yes _____              No _____

          If Yes, please describe:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

<PAGE>

     6.2  Do you propose to operate any of the  following  types of equipment or
          and  other  equipment  requiring  an air  emissions  permit?  Existing
          lessees  should  specify any such  equipment  being operated in, on or
          about the Premises.

          __________ Spray booth(s)       __________ Incinerator(s)
          __________ Dip tank(s)          __________ Other (please describe)
          __________ Drying oven(s)       __________ No Equipment Requiring
                                                     Air Permits
          If Yes, please describe:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

7.  HAZARDOUS MATERIALS DISCLOSURES

    7.1   Has  your  company  prepared  or  will it be  required  to  prepare  a
          Hazardous  Materials  management plan ("Management  Plan") pursuant to
          Fire  Department  or  other   governmental  or  regulatory   agencies'
          requirements?  Existing  lessees  should  indicate  whether  or  not a
          Management Plan is required and has been prepared.

          Yes _____              No _____



          If Yes, attach a copy of the Management Plan. Existing  lessees should
          attach a copy of any required updates to the Management Plan.

    7.2   Are  any of the  Hazardous  Materials,  and in  particular  chemicals,
          proposed to be used in your  operations  in, on or about the  Premises
          regulated  under  Proposition  65?  Existing  lessees should  indicate
          whether  or not there are any new  Hazardous  Materials  being so used
          which are regulated under Proposition 65.


          Yes _____              No _____

          If Yes, please explain:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

8.        ENFORCEMENT ACTIONS AND COMPLAINTS


    8.1   With respect to Hazardous  Materials or  Environmental  Laws, has your
          company   ever  been  subject  to  any  agency   enforcement   action,
          administrative orders, or consent decrees or has your company received
          requests  for  information,  notice  or demand  letters,  or any other
          inquiries regarding its operations? Existing lessees


<PAGE>

          should  indicate  whether or not any such  actions,  orders or decrees
          have been,  or are in the process or being,  undertaken or if any such
          requests have been received.

          Yes _____              No _____

          If Yes,  describe  the actions,  orders or decrees and any  continuing
          compliance  obligations imposed as a result or these actions,  orders,
          or decrees and also  describe any  requests,  notices or demands,  and
          attach a copy of all such documents.  Existing lessees should describe
          and attach a copy of any orders, decrees, requests, notices or demands
          not already  delivered  to  Landlord  pursuant  to the  provisions  of
          Section 4 of the Rider to the signed Lease Agreement.
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________



    8.2   Have there ever been,  or are there now pending, any lawsuits  against
          your  company   regarding  any  environmental  or  health  and  safety
          concerns?

          Yes _____              No _____

          If  Yes,   describe  any  such  lawsuits  and  attach  copies  of  the
          complaint(s),  cross-complaint(s),  pleadings and all other  documents
          related  thereto as  requested by Landlord.  Existing  lessees  should
          describe    and    attach   a   copy   of   any   new    complaint(s),
          cross-complaint(s),  pleadings and other related documents not already
          delivered to Landlord  pursuant to the  provisions  of Paragraph 29 of
          the signed Lease Agreement.
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________

    8.3   Have there been any  problems or  complaints  from  adjacent  tenants,
          owners or  other  neighbors at your  company's current  facility  with
          regard  to  environmental  or health  and  safety  concerns?  Existing
          lessees  should  indicate  whether  or not  there  have  been any such
          problems  or  complaints  from  adjacent  tenants,   owners  or  other
          neighbors at, about or near the Premises.

          Yes _____              No _____

          If Yes,  please  describe.  Existing  lessees should describe any such
          problems or  complaints  not already  disclosed to Landlord  under the
          provisions of the signed Lease Agreement.
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________

9.  PERMITS AND LICENSES

    9.1   Attach copies of all Hazardous  Materials  permits and licenses issued
          to your  company with  respect to its  proposed  operations  in, on or
          about the Premises,  including,  without  limitation,  any  wastewater
          discharge  permits,   air  emissions  permits,   and  use  permits  or
          approvals.  Existing  lessees  should attach copies of any new permits
          and licenses as well as any renewals of permits or licenses previously
          issued.


<PAGE>


The undersigned  hereby  acknowledges  and agrees that this Hazardous  Materials
Disclosure  Certificate is being  delivered in connection  with, and as required
by,  Landlord in connection  with the  evaluation  and  finalization  of a Lease
Agreement and will be attached  thereto as an exhibit.  The undersigned  further
acknowledges and agrees that this Hazardous Materials Disclosure  Certificate is
being  delivered  in  accordance  with,  and as required by, the  provisions  of
Section  4  of  the  Rider  to  the  Lease  Agreement. The  undersigned  further
acknowledges  and  agrees  that  the  Landlord  and its  partners,  lenders  and
representatives  may,  and  will,  rely  upon the  statements,  representations,
warranties,  and  certifications  made  herein and the  truthfulness  thereof in
entering into the Lease  Agreement and the  continuance  thereof  throughout the
term, and any renewals thereof, of the Lease Agreement. I (print name) _________
____________________,  acting  with full  authority  to bind the  Tenant  and on
behalf of the  Tenant,  certify,  represent  and  warrant  that the  information
contained in this certificate is true and correct.

Tenant:


By:
------------------------------------
Title:
------------------------------------
Date:
------------------------------------


------------------------------------        ------------------------------------
Tenant                                      Date

AGREED AND ACCEPTED

------------------------------------        ------------------------------------
Landlord                                    Date