<PAGE>

                                                                   Exhibit 10.89

THIS INSTRUMENT PREPARED BY,
RECORDING REQUESTED BY AND
AFTER RECORDING RETURN TO:

Sean T. Maloney
SCHIFF HARDIN & WAITE
6600 Sears Tower
233 South Wacker Drive
Chicago, Illinois  60606
                          SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE ONLY
--------------------------------------------------------------------------------

NOTICE:  THIS INSTRUMENT SECURES FUTURE ADVANCES UNDER A CREDIT FACILITY IN THE
         AGGREGATE AMOUNT OF $58,033,031.30, THE PRIORITY OF WHICH DATE TO THE
         RECORDING DATE HEREOF.

NOTICE:  THE OBLIGATION THE PERFORMANCE OF WHICH IS SECURED BY THIS DEED OF
         TRUST PROVIDES FOR A VARIABLE INTEREST RATE.

                      LEASE SUPPLEMENT NO. 3 (IMPROVEMENTS)
                        (Memorandum of Lease Supplement,
        Memorandum of Amended and Restated Master Lease and Deed of Trust
              Fixture Filing and Memorandum of Option to Purchase)

         THIS LEASE SUPPLEMENT NO. 3 (Memorandum of Lease Supplement, Memorandum
of Master Lease and Deed of Trust, Fixture Filing and Memorandum of Option to
Purchase) (this "Lease Supplement") dated as of June 1, 2003, between LAM
RESEARCH CORPORATION, a Delaware corporation, having its principal office at
4300 Cushing Parkway, Fremont, California 94538 Attention: Craig Garber, as the
Lessee, and SELCO SERVICE CORPORATION, an Ohio corporation, doing business in
California as "OHIO SELCO SERVICE CORPORATION", as Lessor (the "Lessor"), and
whose principal offices are located at c/o KeyCorp Leasing, 66 South Pearl
Street, Albany, New York, 12207 and CHICAGO TITLE COMPANY, a California
corporation, as trustee (`Trustee"), having its principal office at 110 West
Taylor Street, San Jose, California 95110, for the benefit of Lessor and the
Lenders ("Beneficiary").

         The Amended and Restated Master Lease and Deed of Trust which this
Lease Supplement supplements and of which this Lease Supplement is a memorandum,
amends, restates, supercedes and replaces the unrecorded leases (a) with a lease
balance of $30,000,000, disclosed by the following recorded documents:
Memorandum of Lease (Lease Supplement), made by and between the Cushing 2000
Trust, a Delaware business trust ("Cushing Trust") and the Lessee and recorded
in the Official Records of Alameda County, California ("Official Records") on
December 7, 2000 as Series No. 2000359109 and Memorandum of Lease (Lease
Supplement Land) made by and between the Cushing Trust and the Lessee and
recorded in the Official Records on December 7, 2000 as Series No. 2000359110
and (b) with a lease balance of $27,146,185.35, disclosed by the following
recorded document: Memorandum of Lease (Lease Supplement), made by and between
Scotiabanc, Inc., a Delaware corporation ("SBI")

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and Lessee and recorded in the Official Records on January 21, 2000 as Series
No. 2000019028 and Memorandum of Lease (Land) made by and between SBI and the
Lessee and recorded in the Official Records on January 21, 2000 as Series No.
2000019027.

ATTENTION OF RECORDING OFFICERS: Certain of the Property is or will become
"fixtures" (as that term is defined in the California Uniform Commercial Code)
on the real estate described in Schedule I attached hereto and this instrument,
upon being filed for record in the real estate records, shall operate also as a
financing statement upon such of the Property which is or may become fixtures.
The Lessee has an interest of record in the Property. This instrument is to be
recorded in, among other places, the real estate records of the county in which
such property is located.

                             W I T N E S S E T H :

         WHEREAS, the Lessor is the record owner of the land described on
Schedule I attached hereto (the "Subject Land") and all Improvements which are
now or hereafter may be constructed on the Subject Land (such Improvements being
hereinafter referred to as the "Subject Improvements" or the "Subject
Property");

         WHEREAS, the Lessor desires to lease the Subject Property to the Lessee
and the Lessee wishes to lease the Subject Property from the Lessor;

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree to enter
into this Lease Supplement, as follows:

         1.       Certain Terms. Capitalized terms used but not otherwise
defined in this Lease Supplement have the meanings specified in Appendix A to
the Participation Agreement dated as of June 1, 2003 (as amended, restated,
supplemented or otherwise modified from time to time, the "Participation
Agreement"), and the rules of interpretation specified in Appendix A to the
Participation Agreement shall apply to this Lease Supplement.

         2.       Nature of Transaction. (a) The parties intend that (i) for
financial accounting purposes with respect to the Lessee, the Lessor will be
treated as the owner and lessor of the respective Properties and the Lessee will
be treated as the lessee of such Properties and (ii) for federal, state and
local income tax purposes, state real estate and commercial law purposes and
bankruptcy purposes, (A) the Lease will be treated as a financing arrangement,
(B) the Lessor and the Lenders will be deemed lenders making loans to the Lessee
in an amount equal to the sum of the Lessor Amounts and the outstanding
principal amount of the Loans, which loans are secured by such Properties and
(C) the Lessee will be treated as the owner of such Properties and will be
entitled to all tax benefits ordinarily available to an owner of properties like
such Properties for such tax purposes.

         (b)      It is the intent of the parties hereto that this Lease
Supplement grants a security interest and deed of trust, as the case may be, on
the Subject Property to the Trustee for the

                                      -2-

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benefit of the Lessor and the Lenders to secure the Lessee's performance under
and payment of all amounts under the Lease and the other Operative Documents
(the "Subject Obligations").

         3.       Subject Property; Memorandum of Lease. Attached hereto as
Schedule I is the description of the Subject Land. Effective upon the execution
and delivery of this Lease Supplement by the Lessor and the Lessee, the Subject
Property shall be subject to the terms and provisions of the Master Lease. The
Master Lease is incorporated by reference herein as if set forth herein in its
entirety. Subject to the terms and conditions of the Master Lease, the Lessor
hereby leases the Subject Property to the Lessee for the Lease Term (as defined
below) of this Lease Supplement, and the Lessee hereby agrees with the Lessor to
lease the Subject Property from the Lessor for the Lease Term. The Master Lease
is dated as of June 1, 2003 and is by and between the Lessor and the Lessee.

         4.       Lease Term; Option to Purchase. The term of this Lease
Supplement (the "Lease Term") shall begin on June 24, 2003 and shall end on June
23, 2008 (the "Expiration Date"). For and in consideration of good and valuable
consideration paid by the Lessee to the Lessor as described in the Master Lease,
the Lessor hereby grants to the Lessee the right to purchase the Subject
Property during the Lease Term of this Lease Supplement on the terms and subject
to the conditions (including, without limitation, payment of the Property
Balance thereof) set forth in Section 18.1 of the Master Lease and Section 15.14
of the Participation Agreement.

         5.       Liens and Security Interests. (a) Specifically, without
limiting the generality of Section 2, the Lessor and the Lessee intend and agree
that in the event of any insolvency or receivership proceedings or a petition
under the United States bankruptcy laws or any other applicable insolvency laws
or statute of the United States of America or any State or Commonwealth thereof
affecting the Lessee, any Participant or any collection actions, the
transactions evidenced by the Operative Documents shall be regarded as loans
made by the Lenders and the Lessor as unrelated third party lenders to the
Lessee secured by respective Properties (it being understood that the Lessee
hereby deeds, warrants and grants a security interest in the Subject Property
(consisting of a fee deed of trust with respect to the Subject Property) WITH
POWER OF SALE to the Trustee for the benefit of the Lessor and the Lenders to
secure all Lessor Amounts and Loans advanced by the Participants for the
acquisition of the respective Properties together with Yield or interest, as
applicable, thereon, and all other amounts payable under the Operative Documents
in connection therewith, effective on the date hereof).

         (b)      Specifically, but without limiting the generality of Section
2, the Lessor and the Lessee further intend and agree that, for the purpose of
securing the obligation of the Lessee for the repayment of the above-described
loans from the Lessor and the Lenders to the Lessee, (i) the Master Lease and
the Lease Supplements shall also be deemed to be a security agreement and
financing statement within the meaning of Article 9 of the California Uniform
Commercial Code and a real property deed of trust; (ii) the conveyance provided
for hereby and in Article II of the Master Lease shall be deemed to be a grant
by the Lessee to the Beneficiary of a deed of trust lien and security interest
in all of the right, title and interest of the Lessee in and to the Subject
Property and all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, investments, securities or other property (it being

                                      -3-

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understood that the Lessee hereby deeds and warrants and grants a security
interest in the Subject Property and all proceeds thereof to the Lessor to
secure all Loans and Lessor Amounts advanced by the Participants for the
acquisition of such Properties (the principal amount of which shall not exceed
in the aggregate $58,033,031.30 outstanding at any given time), together with
Yield or interest thereon, and all other amounts payable under the Operative
Documents in connection therewith) and (iii) the possession by the Lessor or any
of its agents of notes and such other items of property as constitute
instruments, money, negotiable documents, goods or tangible chattel paper shall
be deemed to be "perfection by possession" for purposes of perfecting the
security interest pursuant to Section 9-313 of the California Uniform Commercial
Code and the Lessor hereby acknowledges that it holds possession of such
instruments, money, negotiable documents, goods or tangible chattel paper for
the benefit of the Lessor and the Lenders pursuant to Section 9-313(c) of the
California Uniform Commercial Code; and (iv) notifications to Persons holding
such property, and acknowledgments, receipts or confirmations from financial
intermediaries, bankers or agents (as applicable) of the Lessee shall be deemed
to have been given for the purpose of perfecting such security interest under
all Applicable Laws. The Lessor and the Lessee shall, to the extent consistent
with the Master Lease and the Lease Supplements, take such actions and execute,
deliver, file and record such other documents, financing statements and deeds of
trust as may be necessary to ensure that, if the Lease was deemed to create a
security interest in the Subject Property in accordance with this Section, such
security interest would be deemed to be a perfected security interest (subject
only to Permitted Property Liens) and will be maintained as such throughout the
Lease Term.

         (c)      Specifically, but without limiting the foregoing or the
generality of Section 2, the Lessee hereby grants to the Trustee, IN TRUST, WITH
POWER OF SALE, for the benefit of Beneficiary, all of the Lessee's right, title
and interest in and to the following (collectively, the "Mortgaged Property"):
(i) the Subject Property and Appurtenant Rights relating thereto and all
proceeds, both cash and noncash, thereof; (ii) all easements, rights-of-way,
strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights,
waters, water courses, water rights, including, without limitation, the stock in
any water company providing water for irrigation of the Subject Property,
minerals, flowers, shrubs, crops, trees, timber and other emblements now or
hereafter located on the Subject Land or under or above the same or any part or
parcel thereof, and all estates, rights, titles, interests, tenements,
hereditaments and appurtenances, reversions and remainders whatsoever, in any
way belonging, relating or appertaining to the Subject Property or any part
thereof, or which hereafter shall in any way belong, relate or be appurtenant
thereto, whether now owned or hereafter acquired by the Lessee from any source;
(iii) if and to the extent acquired by the Lessee with the proceeds of Advances
(and transferred to the Lessor by SBI or Cushing Trust), all right, title and
interest of the Lessee in all furnishings, furniture, fixtures, machinery,
apparatus, Equipment, fittings, appliances, building supplies and materials,
vehicles (excluding the Lessee's personal automobiles), chattels, goods,
consumer goods, farm products, warranties, chattel paper, documents, accounts,
general intangibles, and goodwill related thereto, and all other articles of
personal property of every kind and nature whatsoever, tangible or intangible,
now, heretofore or hereafter acquired and now, heretofore or hereafter (A)
arising out of or related to the ownership of the Subject Property, (B) located
in, on or about the Subject Property or (C) used or intended to be used with or
in connection with the construction, use, operation or enjoyment of the Subject

                                      -4-

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Property; (iv) all right, title and interest of the Lessee in any and all
leases, rental agreements and arrangements of any sort now or hereafter
affecting the Subject Property or any portion thereof and providing for or
resulting in the payment of money to the Lessee for the use of the Subject
Property or any portion thereof, whether the user enjoys the Subject Property or
any portion thereof as tenant for years, licensee, tenant at sufferance or
otherwise, and irrespective of whether such leases, rental agreements and
arrangements be oral or written, and including any and all extensions, renewals
and modifications thereof (the "Subject Leases") and guaranties of the
performance or obligations of any tenants or lessees thereunder, together with
all income, rents, issues, profits and revenues from the Subject Leases
(including all tenant security deposits and all other tenant deposits, whether
held by the Lessee or in a trust account, and all other deposits and escrow
funds relating to any Subject Leases), and all the estate, right, title,
interest, property, possession, claim and demand whatsoever at law, as well as
in equity, of the Lessee of, in and to the same; provided, however, that the
Lessee shall have a revocable license to collect and apply such rental payments
and revenues as provided in the Master Lease and the other Operative Documents;
(v) to the extent transferable under any Requirement of Law, all right, title
and interest of the Lessee in, to and under all management contracts, service
contracts, utility contracts, leases of equipment, documents and agreements
relating to the construction of any Improvements (including any and all
construction contracts, architectural contracts, engineering contracts, designs,
plans, specifications, drawings, surveys, tests, reports, bonds and governmental
approvals) and all other contracts, licenses and permits now or hereafter
affecting the Subject Property or any part thereof and all guaranties and
warranties with respect to any of the foregoing (the "Subject Contracts"); (vi)
all right, title and interest of the Lessee in any insurance policies or binders
required to be maintained by the Lessee pursuant to the terms of the Master
Lease or now or hereafter relating to the Subject Property, including any
unearned premiums thereon, as further provided in the Master Lease; (vii) all
right, title and interest of the Lessee in any and all awards, payments,
proceeds and the right to receive the same, either before or after any
foreclosure hereunder, as a result of any temporary or permanent injury or
damage to, taking of or decrease in the value of the Subject Property by reason
of casualty, condemnation or otherwise as further provided in the Master Lease;
(viii) all claims and causes of action arising from or otherwise related to any
of the foregoing, and all rights and judgments related to any legal actions in
connection with such claims or causes of action; and (ix) all Modifications,
extensions, additions, improvements, betterments, renewals and replacements,
substitutions, or proceeds of any of the foregoing; all of which foregoing items
are hereby declared and shall be deemed to be a portion of the security for the
indebtedness and Subject Obligations herein described, a portion of the above
described collateral being located upon the Subject Land; provided however that,
without limiting the foregoing, the Mortgaged Property shall not include any
inventory of the Lessee.

         6.       Remedies. Without limiting any other remedies set forth
herein, in the event that a court of competent jurisdiction rules that each of
the Master Lease and this Lease Supplement constitutes a deed of trust or other
secured financing with respect to the Subject Property as is the intent of the
parties pursuant to Article XXV of the Master Lease, then the Lessor and the
Lessee agree that upon a Lease Event of Default, the Beneficiary may declare all
sums secured hereby immediately due and payable by delivery to the Trustee of
written declaration of default and demand for the sale and of written notice of
default and of election to cause to be sold the Subject Property which notice
the Trustee shall cause to be filed for record to the extent

                                      -5-

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required by law. The Beneficiary also shall deposit with the Trustee the Lease
Supplement and all documents evidencing the Lease Balance and expenditures
secured hereby.

         After the lapse of such time as may then be required by law following
the recordation of said notice of default, and notice of sale having been given
as then required by law, the Trustee, without demand on the Lessee, shall sell
the Mortgaged Property at the time and place fixed by it in said notice of sale,
either as a whole or in separate parcels, and in such order as it may determine
at public auction to the highest bidder for cash in lawful money of the United
States, payable at time of sale. The Trustee may postpone sale of all or any
portion of the Mortgaged Property by public announcement at such time and place
of sale, and from time to time thereafter may postpone such sale by public
announcement at the time fixed by the preceding postponement. The Trustee shall
deliver to such purchaser its deed conveying the property so sold, but without
any covenant or warranty, express or implied. The recitals in such deed of any
matters or facts shall be conclusive proof of the truthfulness thereof. Any
person, including the Lessee, the Trustee, or the Beneficiary as hereinafter
defined, may purchase at such sale. The Lessee shall have all rights available
to a Trustor under the laws of the jurisdiction in which the Mortgaged Property
is located except to the extent waived in the Operative Documents. The Lessee
agrees that the agreements of the Lessee herein contained shall be specifically
enforceable by injunction or any other appropriate equitable remedy and that for
the purpose of any suit brought under this subparagraph, the Lessee hereby
waives the defense of laches and any applicable statute of limitations.

         After deducting all costs, fees and expenses of the Trustee and of this
trust, including cost of evidence of title in connection with sale, the Trustee
shall apply to proceeds of sale to payment of: all sums expended under the terms
hereof, not then repaid, with accrued interest at the amount allowed by law in
effect at the date hereof; all other sums then secured hereby; and the
remainder, if any, to the person or persons legally entitled thereto. In the
event of foreclosure, the Lessee authorizes and empowers the Trustee or the
Beneficiary to effect insurance upon the Subject Property in amounts aforesaid
for a period covering the time of redemption from foreclosure sale provided by
law, and if necessary therefor, to cancel any or all existing insurance
policies. In connection with any sale or sales hereunder, Beneficiary may elect
to treat to the fullest extent permitted by law any of the Mortgaged Property
which consists of a right in action or which is property that can be severed
from the real property covered hereby or any improvements thereon without
causing structural damage thereto as if the same were personal property, and
dispose of the same in accordance with applicable law, separate and apart from
the sale of real property. Any sale of any personal property hereunder shall be
conducted in any manner permitted by Section 9604 or any other applicable
section of the California Commercial Code. Where the Mortgaged Property consists
of real and personal property or fixtures whether or not such personal property
is located on or within the real property, the Beneficiary may elect in its
discretion to exercise its rights and remedies against any or all of the real
property, personal property, and fixtures in such order and manner as is now or
hereafter permitted by applicable law. Without limiting the generality of the
foregoing, the Beneficiary may, in its sole and absolute discretion and without
regard to the adequacy of its security, elect to proceed against any or all of
the real property, personal property and fixtures in any manner permitted under
Section 9604(a)(1) of the California Commercial Code; and if the Beneficiary
elects to proceed in the manner permitted under Section 9604(a)(1)(B) of

                                      -6-

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the California Commercial Code, the power of sale herein granted shall be
exercisable with respect to all or any of the real property, personal property
and fixtures covered hereby, as designated by the Beneficiary, and the Trustee
is hereby authorized and empowered to conduct any such sale of any real
property, personal property and fixtures in accordance with the procedures
applicable to real property. Where the Mortgaged Property consists of real
property and personal property, any reinstatement of the obligation secured
hereby, following default and an election by Beneficiary to accelerate the
maturity of said obligation, which is made by the Beneficiary or any other
person or entity permitted to exercise the right of reinstatement under Section
2924c of the California Civil Code or any successor statute, shall not, in
accordance with the terms of California Commercial Code Section 9604(a)(3)(C),
prohibit the Beneficiary from conducting a sale or other disposition of any
personal property or fixtures or from otherwise proceeding against or continuing
to proceed against any personal property or fixtures in any manner permitted by
the California Commercial Code; nor shall any such reinstatement invalidate,
rescind or otherwise affect any sale, disposition or other proceedings held,
conducted or instituted with respect to any personal property or fixtures prior
to such reinstatement or pending at the time of such reinstatement. Any sums
paid to the Beneficiary in effecting any reinstatement pursuant to Section 2924c
of the California Civil Code shall be applied to the secured obligation and to
the Beneficiary's and the Trustee's reasonable costs and expenses in the manner
required by Section 2924c. Should the Beneficiary elect to sell any portion of
the Mortgaged Property which is real property or which is personal property or
fixtures that Beneficiary has elected under Section 9604(a)(1)(b) of the
California Commercial Code to sell together with real property in accordance
with the laws governing a sale of real property, the Beneficiary or the Trustee
shall give such notice of default and election to sell as may then be required
by law. Any requirement of the California Commercial Code for reasonable
notification shall be met by mailing written notice to the Lessee at its address
above set forth at least ten (10) days prior to the sale or other event for
which such notice is required. Notwithstanding anything to the contrary in this
Lease Supplement, the Lessee, in accordance with the applicable laws of the
State of California and applicable provisions of the California Rules of
Procedure, or of any other general or local law or rules or regulations of the
State of California relating to deeds of trust does hereby declare and assent to
the passage of a decree to sell the Mortgaged Property by the equity court
having jurisdiction for the sale thereof and the Trustee appointed by such
decree of court shall have, subject to the terms of the decree of court, the
same authority and power to sell on the terms and conditions herein set forth.
This assent to decree shall not be exhausted in the event the proceeding is
dismissed before the indebtedness secured hereby is paid in full.

         7.       Non-Responsibility. Nothing contained in this Lease Supplement
shall be construed as constituting the consent or request of the Lessor, the
Administrative Agent, or any other Participant, expressed or implied, to or for
the performance by any contractor, mechanic, laborer, materialman, supplier or
vendor of any labor or services or for the furnishing of any materials for any
construction, alteration, addition, repair or demolition of or to the Subject
Property or any part thereof. NOTICE IS HEREBY GIVEN THAT NEITHER THE LESSOR NOR
THE ADMINISTRATIVE AGENT NOR ANY LENDER IS OR SHALL BE LIABLE FOR ANY LABOR,
SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO THE LESSEE, OR TO ANYONE
HOLDING THE SUBJECT PROPERTY OR ANY PART THEREOF THROUGH OR UNDER THE LESSEE,
AND THAT NO MECHANIC'S OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS
SHALL ATTACH TO

                                      -7-

<PAGE>

OR AFFECT THE INTEREST OF THE LESSOR, THE ADMINISTRATIVE AGENT OR ANY LENDER IN
AND TO THE SUBJECT PROPERTY.

          8.      Ratification. The terms and provisions of the Master Lease are
hereby ratified and confirmed and remain in full force and effect. In the event
of any conflict between the terms of the Master Lease and the terms of this
Lease Supplement, the terms of the Master Lease shall control.

          9.      GOVERNING LAW. THIS LEASE SUPPLEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
CALIFORNIA.

         10.      Counterpart Execution. This Lease Supplement may be executed
in any number of counterparts and by each of the parties hereto in separate
counterparts, all such counterparts together constituting but one and the same
instrument.

         11.      Maximum Recourse Amount. The percentage applicable to the
calculation of the Maximum Recourse Amount for the Subject Property is set forth
on Schedule III to the Participation Agreement.

                                      -8-

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Lease Supplement as of the date first above written.

                                 LESSEE:

                                 LAM RESEARCH CORPORATION, as Lessee

                                 By /s/Craig Garber
                                    ---------------------
                                    Name: Craig Garber
                                    Its: VP and Treasurer

                                 LESSOR:

                                 SELCO SERVICE CORPORATION, an Ohio
                                   corporation, doing business in California as
                                   "Ohio SELCO Service Corporation", as
                                   Lessor

                                 By /s/ Donald C. Davis
                                    ------------------------
                                    Donald C. Davis
                                    Its: Vice President

                                      -9-

<PAGE>

STATE OF CALIFORNIA      )
                         ) SS.:
COUNTY OF ALAMEDA        )

         On June ___, 2003 before me, _________________________, personally
appeared ________________________, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed this instrument.

         WITNESS my hand and official seal.

[SEAL]

                                                    Notary Public

                                          _________________________________

                                                 (TYPE OR PRINT NAME)

<PAGE>

STATE OF COLORADO       )
                        ) SS.:
COUNTY OF BOULDER       )

         I, the undersigned, a Notary Public in and for said County, in the
State aforesaid, do hereby certify that Donald C. Davis, the Vice President of
SELCO SERVICE CORPORATION, an Ohio corporation (doing business in California as
"Ohio SELCO Service Corporation"), who is personally known to me to be the same
person whose name is subscribed to the foregoing instrument as such Vice
President, appeared before me this day in person and acknowledged that he signed
and delivered the said instrument as his own free and voluntary act and as the
free and voluntary act and deed of said corporation for the uses and purposes
therein set forth.

         Given under my hand and notarial seal, this _____ day of June, 2003.

[NOTARIAL SEAL]

                                             Notary Public

                                   _________________________________

                                          (TYPE OR PRINT NAME)

(SEAL)

Commission Expires:

_____________________________

                                      -11-

<PAGE>

SCHEDULE I
TO LEASE SUPPLEMENT NO. 3

                        LEGAL DESCRIPTION OF SUBJECT LAND

Property No. 2

PARCEL TWO:

PARCEL 2, PARCEL MAP 5001, FILED MARCH 18, 1987, IN BOOK 168 OF MAPS, AT PAGES
24 THROUGH 26, ALAMEDA COUNTY RECORDS.

RESERVING THEREFROM:

AN EASEMENT FOR PRIVATE ACCESS OVER THAT PORTION LYING WITHIN THE AREA
DESIGNATED "J.A.E." ON SAID MAP.

PARCEL THREE:

AN EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS THE FOLLOWING DESCRIBED
LANDS, FOR THE BENEFIT OF PARCEL 2, HEREIN, AS CREATED BY THAT CERTAIN
INSTRUMENT RECORDED AUGUST 10, 1994, INSTRUMENT NO. 94-275492, ALAMEDA COUNTY
RECORDS:

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF FREMONT, COUNTY OF
ALAMEDA, STATE OF CALIFORNIA, BEING A PORTION OF PARCEL 3 AS SHOWN UPON THAT
CERTAIN PARCEL MAP 5001, FILED FOR RECORD IN BOOK 168 OF MAPS, AT PAGES 24, 25
AND 26, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWESTERLY CORNER OF SAID PARCEL 3; THENCE ALONG THE
WESTERLY LINE OF PARCEL 3, SOUTH 7(DEGREE) 11' 33" EAST, 150.00 FEET; THENCE THE
FOLLOWING FOUR (4) COURSES AND DISTANCES: NORTH 82(DEGREE) 48' 27" EAST, 12.00
FEET; NORTH 7(DEGREE) 11' 33" WEST, 45.00 FEET; NORTH 4(DEGREE) 16' 47" WEST,
59.04 FEET; AND NORTH 7(DEGREE) 11' 33" WEST, 46.04 FEET TO THE NORTHERLY LINE
OF PARCEL 3; THENCE ALONG SAID NORTHERLY LINE, SOUTH 82(DEGREE) 48' 27" WEST,
15.00 FEET TO THE POINT OF BEGINNING.

PARCEL FOUR:

AN EASEMENT FOR INGRESS AND EGRESS OVER AND ACROSS THE FOLLOWING DESCRIBED LANDS
FOR THE BENEFIT OF PARCEL 2, HEREIN, AS CREATED BY

                                      -12-

<PAGE>

THAT CERTAIN INSTRUMENT RECORDED AUGUST 10, 1994, INSTRUMENT NO. 94-275492,
ALAMEDA COUNTY RECORDS.

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF FREMONT, COUNTY OF
ALAMEDA, STATE OF CALIFORNIA, BEING A PORTION OF PARCEL 3, AS SHOWN UPON THAT
CERTAIN PARCEL MAP 5001, FILED FOR RECORD IN BOOK 168 OF MAPS, AT PAGES 24, 25
AND 26, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE WESTERLY LINE OF PARCEL 3, DISTANT NORTHERLY 25.18
FEET FROM THE SOUTHWESTERLY CORNER THEREOF; THENCE ALONG SAID WESTERLY LINE,
NORTH 7(DEGREE) 11' 33" WEST, 281.49 FEET; THENCE THE FOLLOWING FIVE (5) COURSES
AND DISTANCES: NORTH 82(DEGREE) 48' 27" EAST, 12.00 FEET; SOUTH 7(DEGREE) 11'
33" EAST, 168.34 FEET; SOUTH 37(DEGREE) 48' 27" WEST, 5.66 FEET; SOUTH 7(DEGREE)
11' 33" EAST, 110.09 FEET; AND SOUTH 89(DEGREE) 32' 31" WEST, 8.06 FEET TO THE
POINT OF BEGINNING.

PARCEL SIX:

AN EASEMENT FOR PRIVATE ACCESS FOR THE BENEFIT OF PARCEL TWO, ABOVE, OVER THAT
PORTION OF PARCEL 1, PARCEL MAP 5001 DESIGNATED "J.A.E." ON SAID MAP.

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