<PAGE>   1

                                                                   EXHIBIT 10.14

                              STANDARD OFFICE LEASE


                                     BETWEEN


                        ARDEN REALTY LIMITED PARTNERSHIP,
                         a Maryland limited partnership,


                                   AS LANDLORD

                                       AND

                  STANFORD MICRODEVICES, a Delaware corporation

                                    AS TENANT



                                    SUITE 580

                             5000 East Spring Street
                             Long Beach, California


<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>       <C>                                                                    <C>
ARTICLE 1 - Basic Lease Provisions                                               -1-

ARTICLE 2 - Term                                                                 -2-

ARTICLE 3 - Rental                                                               -2-

          (a)  Basic Rental                                                      -2-
          (b)  Increase in Direct Costs                                          -2-
          (c)  Definitions                                                       -3-
          (d)  Determination of Payment                                          -5-

ARTICLE 4 - Security Deposit                                                     -6-

ARTICLE 5 - Holding Over                                                         -7-

ARTICLE 6 - Personal Property Taxes                                              -7-

ARTICLE 7 - Use                                                                  -7-

ARTICLE 8 - Condition of Premises                                                -8-

ARTICLE 9 - Repairs and Alterations                                              -8-

ARTICLE 10 - Liens                                                               -9-

ARTICLE 11 - Project Services                                                    -9-

ARTICLE 12 - Rights of Landlord                                                 -10-

ARTICLE 13 - Indemnity; Exemption of Landlord from Liability                    -11-

          (a)  Indemnity                                                        -11-
          (b)  Exemption of Landlord from Liability                             -11-

ARTICLE 14 - Insurance                                                          -11-

          (a)  Tenant's Insurance                                               -11-
          (b)  Form of Policies                                                 -12-
          (c)  Landlord's Insurance                                             -12-
          (d)  Waiver of Subrogation                                            -12-
          (e)  Compliance with Law                                              -12-

ARTICLE 15 - Assignment and Subletting                                          -13-

ARTICLE 16 - Damage or Destruction                                              -15-

ARTICLE 17 - Subordination                                                      -16-

ARTICLE 18 - Eminent Domain                                                     -16-

ARTICLE 19 - Default                                                            -17-

ARTICLE 20 - Remedies                                                           -17-

ARTICLE 21 - Transfer of Landlord's Interest                                    -19-
</TABLE>


                                       -i-

<PAGE>   3

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>       <C>                                                                    <C>
ARTICLE 22 - Broker                                                             -19-

ARTICLE 23 - Parking                                                            -20-

ARTICLE 24 - Waiver                                                             -20-

ARTICLE 25 - Estoppel Certificate                                               -20-

ARTICLE 26 - Liability of Landlord                                              -21-

ARTICLE 27 - Inability To Perform                                               -21-

ARTICLE 28 - Hazardous Waste                                                    -21-

ARTICLE 29 - Surrender of Premises; Removal of Property                         -22-

ARTICLE 30 - Miscellaneous                                                      -23-

          (a)  Severability; Entire Agreement                                   -23-
          (b)  Attorney's Fees; Waiver of Jury Trial                            -23-
          (c)  Time of Essence                                                  -24-
          (d)  Headings; Joint and Several                                      -24-
          (e)  Reserved Area                                                    -24-
          (f)  No Option                                                        -24-
          (g)  Use of Project Name; Improvements                                -24-
          (h)  Rules and Regulations                                            -24-
          (i)  Quiet Possession                                                 -25-
          (j)  Rent                                                             -25-
          (k)  Successors and Assigns                                           -25-
          (l)  Notices                                                          -25-
          (m)  Persistent Delinquencies                                         -25-
          (n)  Right of Landlord to Perform                                     -25-
          (o)  Access, Changes in Project, Facilities, Name                     -25-
          (p)  Signing Authority                                                -26-
          (q)  Identification of Tenant                                         -26-
          (r)  Substitute Premises                                              -27-
          (s)  Survival of Obligations                                          -27-
          (t)  Confidentiality                                                  -27-
          (u)  Governing Law                                                    -27-
          (v)  Exhibits and Addendum                                            -28-
          (w)  Financial Statements                                             -28-

ARTICLE 31 - Signage/Directory                                                  -28-

ARTICLE 32 - Early Termination                                                  -28-
</TABLE>


                                      -ii-

<PAGE>   4

                                    EXHIBITS
                                    --------

<TABLE>
<S>                                     <C>
          Exhibit "A"                   Premises

          Exhibit "B"                   Rules and Regulations

          Exhibit "C"                   Notice of Lease Term Dates
                                        and Tenant's Percentage

          Exhibit "D"                   Tenant Work Letter

          Exhibit "E"                   Corporate Resolutions
</TABLE>


                                      -iii-

<PAGE>   5

                             STANDARD OFFICE LEASE

         This Standard Office Lease ("Lease") is made and entered into as of
this 30th day of July, 1999, by and between ARDEN REALTY LIMITED PARTNERSHIP, a
Maryland limited partnership ("Landlord"), and STANFORD MICRODEVICES, a Delaware
corporation ("Tenant").

         Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
the premises described as Suite No. 580 as designated on the plan attached
hereto and incorporated herein as Exhibit "A" ("Premises") of the project
("Project") whose address is 5000 East Spring Street, Long Beach, California for
the term and upon the terms and conditions hereinafter set forth, and Landlord
and Tenant hereby agree as follows:

ARTICLE 1 - Basic Lease Provisions:
-----------------------------------

A.   Term:
     Commencement Date:  The earlier of (i) the date Tenant first commences
                         to conduct business in the Premises, or (ii) the date
                         of Substantial Completion of Tenant Improvements (as
                         each such term is defined in the Work Letter Agreement
                         attached hereto as Exhibit "D") in the Premises.

     Anticipated
     Commencement Date:  August 15, 1999

     Expiration Date:    The date immediately preceding the third (3rd)
                         anniversary of the Commencement Date; provided,
                         however, that if the Commencement Date is a date other
                         than the first day of a month, the Expiration Date
                         shall be the last day of the month which is thirty-six
                         (36) months after the month in which the Commencement
                         Date falls, unless extended or earlier terminated
                         pursuant to this Lease.

B.   Square Footage:     Landlord and Tenant stipulate and agree that the
                         Premises contains 3,000 rentable square feet.

C.   Basic Rental:


<TABLE>
<CAPTION>
                           Annual          Monthly        Monthly Basic Rental
     Lease Month(s)     Basic Rental     Basic Rental     Per Rentable Sq. Foot
     --------------     ------------     ------------     ---------------------
<S>                      <C>              <C>                     <C>
         1-18            $70,200.00       $5,850.00               $1.95
        19-36            $73,800.00       $6,150.00               $2.05
</TABLE>

D.   Base Year:               1999

E.   Tenant's
     Proportionate Share:     1.84%

F.   Security Deposit:        A security deposit of $6,150.00 shall be due and
                              payable by Tenant to Landlord upon Tenant's
                              execution of this Lease.


                                       -1-

<PAGE>   6

G.   Permitted Use:      General office use consistent with the character of a
                         first-class office building.

H.   Broker:             None

I.   Parking Passes:     Tenant shall have the right to lease nine (9)
                         unreserved parking passes in accordance with the
                         charges and provisions set forth in Article 23 of this
                         Lease.

J.   First Month's Rent: The first full month's rent of $5,850.00 shall be due
                         and payable by Tenant to Landlord upon Tenant's
                         execution of this Lease.

ARTICLE 2 - Term
----------------

     The Term of this Lease shall commence on the Commencement Date as set forth
in Article 1.A. of the Basic Lease Provisions, and shall end on the expiration
date set forth in Article 1.A. of the Basic Lease Provisions. For purposes of
this Lease, the term "Lease Year" shall mean each consecutive twelve (12) month
period during the Lease Term, with the first Lease Year commencing on the
Commencement Date; however, (a) if the Commencement Date falls on a day other
than the first day of a calendar month, the first Lease Year shall end on the
last day of the eleventh (11th) month after the Commencement Date and the second
(2nd) and each succeeding Lease Year shall commence on the first day of the next
calendar month, and (b) the last Lease Year shall end on the Expiration Date. If
Landlord is unable to deliver possession of the Premises to Tenant on or before
the anticipated Commencement Date, Landlord shall not be subject to any
liability for its failure to do so, and such failure shall not affect the
validity of this Lease nor the obligations of Tenant hereunder. Landlord may
deliver to Tenant a Commencement Letter in a form substantially similar to that
attached hereto as Exhibit "C", which Tenant shall execute and return to
Landlord within five (5) days of receipt thereof. Failure of Tenant to timely
execute and deliver the Commencement Letter shall constitute an acknowledgment
that the statements included in such notice are true and correct without
exception.

ARTICLE 3 - Rental
------------------

     (a)  Basic Rental. Tenant agrees to pay to Landlord during the Term hereof,
at Landlord's office, or to such other person or at such other place as directed
from time to time by written notice to Tenant from Landlord, the initial monthly
and annual sums as set forth in Article 1.C of the Basic Lease Provisions,
payable in advance on the first day of each calendar month, without demand,
setoff or deduction, and in the event this Lease commences or the date of
expiration of this Lease occurs other than on the first day or last day of a
calendar month, the rent for such month shall be prorated. Notwithstanding the
foregoing, the first full month's rent shall be paid to Landlord in accordance
with Article 1.J. of the Basic Lease Provisions.

     (b)  Increase in Direct Costs. The term "Base Year" means the calendar year
set forth in Article 1.D. of the Basic Lease Provisions. If, in any calendar
year during the Term of this Lease, the Direct Costs (as hereinafter defined)
paid or incurred by Landlord shall be higher than the Direct Costs for the Base
Year, Tenant shall pay an additional sum for such and each subsequent calendar
year equal to the product of the amount set forth in Article 1.E. of the Basic
Lease Provisions multiplied by such increased amount of Direct Costs. In the
event either the Premises and/or the Project is expanded or reduced, then
Tenant's proportionate share shall be appropriately adjusted, and as to the
calendar year in which such change occurs, Tenant's proportionate share for such
year shall be determined on the basis of the number of days during that
particular calendar year that such Tenant's proportionate share was in effect.
In the event this Lease shall terminate on any date other than the last day of a
calendar year, the additional sum payable hereunder by Tenant during the
calendar year in which this Lease terminates shall be prorated on the basis of
the relationship which the number of days which have elapsed from the
commencement of said calendar year to and including said date on which this
Lease terminates bears to three hundred sixty-five (365). Any and all amounts
due and payable by Tenant pursuant


                                       -2-

<PAGE>   7

to Articles 3(b), (c) and (d) hereof shall be deemed "Additional Rent", and
Landlord shall be entitled to exercise the same rights and remedies upon default
in these payments as Landlord is entitled to exercise with respect to defaults
in Monthly Basic Rental payments. Notwithstanding the foregoing, in no event
shall Tenant's Proportionate Share of the amount by which Direct Controllable
Costs (as defined below) for any calendar year exceed the Direct Controllable
Costs for the Base Year increase by more than seven percent (7%), calculated on
a cumulative and compounded basis, from Tenant's Proportionate Share of said
excess for the immediately preceding calendar year. "Direct Controllable Costs"
shall mean all Operating Costs, except for the following: (A) the cost of all
charges for electricity, gas, water and other utilities furnished to the
Project, including any taxes thereon, (B) expenses incurred by Landlord in
connection with the Project for labor (including unionized labor expenses),
including, but not limited to, salaries, wages, medical, surgical and general
welfare benefits and pension payments, payroll taxes, fringe benefits,
employment taxes, workers' compensation, uniforms and dry cleaning thereof for
all persons who perform duties connected with the operation, maintenance and
repair of the Project, (C) the cost of all charges for fire and extended
coverage, liability and all other insurance for the Project carried by Landlord,
and (D) costs incurred in connection with upgrading the Premises or Project to
comply with disability, life, seismic, fire and safety codes, ordinances,
statutes, or other laws which become effective on or after the Commencement
Date.

     (c)  Definitions. As used herein the term "Direct Costs" shall mean the sum
of the following:

          (i)  "Tax Costs", which shall mean any and all real estate taxes and
other similar charges on real property or improvements, assessments, water and
sewer charges, and all other charges assessed, reassessed or levied upon the
Project and appurtenances thereto and the parking or other facilities thereof,
or the real property thereunder (collectively, "Real Property") or attributable
thereto or on the rents, issues, profits or income received or derived therefrom
which are assessed, reassessed or levied by the United States, the State of
California or any local government authority or agency or any political
subdivision thereof, and shall include Landlord's reasonable legal fees, costs
and disbursements incurred in connection with proceedings for reduction of Tax
Costs or any part thereof; provided, however, if at any time after the date of
this Lease the methods of taxation now prevailing shall be altered so that in
lieu of or as a supplement to or a substitute for the whole or any part of any
Tax Costs, there shall be assessed, reassessed or levied (a) a tax, assessment,
reassessment, levy, imposition or charge wholly or partially as a net income,
capital or franchise levy or otherwise on the rents, issues, profits or income
derived therefrom, or (b) a tax, assessment, reassessment, levy (including, but
not limited to, any municipal, state or federal levy), imposition or charge
measured by or based in whole or in part upon the Real Property and imposed upon
Landlord, or (c) a license fee measured by the rent payable under this Lease,
then all such taxes, assessments, reassessments or levies or the part thereof so
measured or based, shall be deemed to be included in the term "Direct Costs". In
no event shall Tax Costs included in Direct Costs for any year subsequent to the
Base Year be less than the amount of Tax Costs included in Direct Costs for the
Base Year. In addition, when calculating Tax Costs for the Base Year, special
assessments shall only be deemed included in Tax Costs for the Base Year to the
extent that such special assessments are included in Tax Costs for the
applicable subsequent calendar year during the Term.

          (ii) "Operating Costs", which shall mean all costs and expenses
incurred by Landlord in connection with the maintenance, operation, replacement,
ownership and repair of the Project, the equipment, the intrabuilding network
cable, adjacent walks, malls and landscaped and common areas and the parking
structure, areas and facilities of the Project, including, but not limited to,
salaries, wages, medical, surgical and general welfare benefits and pension
payments, payroll taxes, fringe benefits, employment taxes, workers'
compensation, uniforms and dry cleaning thereof for all persons who perform
duties connected with the operation, maintenance and repair of the Project, its
equipment the intrabuilding network cable and the adjacent walks and landscaped
areas, including janitorial, gardening, security, parking, operating engineer,
elevator, painting, plumbing, electrical, carpentry, heating, ventilation, air
conditioning, window washing, hired services, a reasonable allowance for
depreciation of the cost of acquiring or the rental expense of personal property
used in the maintenance, operation and repair of the Project,


                                       -3-

<PAGE>   8

accountant's fees incurred in the preparation of rent adjustment statements,
legal fees, real estate tax consulting fees, personal property taxes on property
used in the maintenance and operation of the Project, fees, costs, expenses or
dues payable pursuant to the terms of any covenants, conditions or restrictions
or owners' association pertaining to the Project, capital expenditures incurred
to effect economies of operation of, or stability of services to, the Project
and capital expenditures required by government regulations, laws, or
ordinances, including, but not limited to the American with Disabilities Act;
costs incurred (capital or otherwise) on a regular recurring basis every three
(3) or more years for certain maintenance projects (e.g., parking lot slurry
coat or replacement of lobby and elevator cab carpeting); the cost of all
charges for electricity, gas, water and other utilities furnished to the
Project, including any taxes thereon; the cost of all charges for fire and
extended coverage, liability and all other insurance for the Project carried by
Landlord; the cost of all building and cleaning supplies and materials; the cost
of all charges for cleaning, maintenance and service contracts and other
services with independent contractors and administration fees; a property
management fee (which fee may be imputed if Landlord has internalized management
or otherwise acts as its own property manager); and license, permit and
inspection fees relating to the Project. In the event, during any calendar year,
the Project is less than ninety-five percent (95%) occupied at all times, the
Operating Costs shall be adjusted to reflect the Operating Costs of the Project
as though ninety-five percent (95%) were occupied at all times, and the increase
or decrease in the sums owed hereunder shall be based upon such Operating Costs
as so adjusted. In no event shall costs for any item of utilities included in
Direct Costs for any year subsequent to the Base Year be less than the amount
included in Direct Costs for the Base Year for such utility item.

     Notwithstanding anything to the contrary set forth in the Lease, Operating
Costs shall not include the following:

               (1)  Any ground or underlying lease rental;

               (2)  Bad debt expenses and interest, principal, points and fees
on debts or amortization on any mortgage or other debt instrument encumbering
the Building or the Land;

               (3)  Costs of a capital nature, including, without limitation,
capital repairs, capital improvements and capital equipment, except for those
(A) acquired in Landlord's reasonable judgment to reduce Operating Expenses
(amortized at an annual rate which when added to interest costs is reasonably
calculated to equal the amount of Operating Expenses to be saved in each
calendar year throughout the Lease Term, as determined at the time Landlord
elected to proceed with the capital improvement or acquisition of the capital
equipment to reduce Operating Expenses), together with interest at the actual
interest rate incurred by Landlord, or (13) incurred after the Commencement Date
in order to comply with any governmental law or regulation that was not enacted
prior to the Commencement Date, provided that such capital costs shall be
amortized over their useful life as determined by generally accepted accounting
principles, together with interest at the actual interest rate incurred by
Landlord;

               (4)  Costs incurred by Landlord to the extent that Landlord is
reimbursed by insurance proceeds or is otherwise reimbursed;

               (5)  Marketing costs, including leasing commissions, attorneys,
fees (in connection with the negotiation and preparation of letters, deal memos,
letters of intent, leases, subleases and/or assignments), space planning costs,
and other costs and expenses incurred in connection with the lease, sublease
and/or assignment negotiations and transactions with present or prospective
tenants or other occupants of the Building;

               (6)  Expenses in connection with services or other benefits which
are not offered to Tenant or for which Tenant is charged for directly;

               (7)  Notwithstanding any contrary provision of the Lease,
including, without limitation, any provision relating to capital expenditures,
costs arising from the presence of "Hazardous Materials" as that term is defined
in Section 8.4 of the Lease, or about


                                       -4-

<PAGE>   9

the Building or Land including, without limitation, Hazardous Materials in the
ground water or soil, not placed in the Premises, Building or Land by Tenant;
and

               (8)  Costs incurred in connection with construction of initial
tenant improvements or alterations to any tenant space.

     (d)  Determination of Payment.

          (i)  If for any calendar year ending or commencing within the Term,
Tenant's Proportionate Share of Direct Costs for such calendar year exceeds
Tenant's Proportionate Share of Direct Costs for the Base Year, then Tenant
shall pay to Landlord, in the manner set forth in Sections 3(d)(ii) and (iii),
below, and as additional rent, an amount equal to the excess (the "Excess").

          (ii) Landlord shall give Tenant a yearly expense estimate statement
(the "Estimate Statement") which shall set forth Landlord's reasonable estimate
(the "Estimate") of what the total amount of Direct Costs for the then-current
calendar year shall be and the estimated Excess (the "Estimated Excess") as
calculated by comparing Tenant's Proportionate Share of Direct Costs for such
calendar year, which shall be based upon the Estimate, to Tenant's Proportionate
Share of Direct Costs for the Base Year. Landlord shall endeavor to deliver the
Estimate Statement to Tenant on or before April 30th of each year. The failure
of Landlord to timely furnish the Estimate Statement for any calendar year shall
not preclude Landlord from enforcing its rights to collect any Estimated Excess
under this Article 3. If pursuant to the Estimate Statement an Estimated Excess
is calculated for the then-current calendar year, Tenant shall pay, with its
next installment of Monthly Basic Rental due, a fraction of the Estimated Excess
for the then-current calendar year (reduced by any amounts paid pursuant to the
last sentence of this Section 3(d)(ii)). Such fraction shall have as its
numerator the number of months which have elapsed in such current calendar year
to the month of such payment, both months inclusive, and shall have twelve (12)
as its denominator. Until a new Estimate Statement is furnished, Tenant shall
pay monthly, with the Monthly Basic Rental installments, an amount equal to
one-twelfth (1/12th) of the total Estimated Excess set forth in the previous
Estimate Statement delivered by Landlord to Tenant.

          (iii) In addition, Landlord shall endeavor to give to Tenant on or
before the first day of April following the end of each calendar year, a
statement (the "Statement") which shall state the Direct Costs incurred or
accrued for such preceding calendar year, and which shall indicate the amount,
if any, of the Excess. Upon receipt of the Statement for each calendar year
during the Term, if amounts paid by Tenant as Estimated Excess are less than the
actual Excess as specified on the Statement, Tenant shall pay, with its next
installment of Monthly Basic Rental due, the full amount of the Excess for such
calendar year, less the amounts, if any, paid during such calendar year as
Estimated Excess. If, however, the Statement indicates that amounts paid by
Tenant as Estimated Excess are greater than the actual Excess as specified on
the Statement, such overpayment shall be credited against Tenant's next
installments of Estimated Excess. The failure of Landlord to timely furnish the
Statement for any calendar year shall not prejudice Landlord from enforcing its
rights under this Article 3. Even though the Term has expired and Tenant has
vacated the Premises, when the final determination is made of Tenant's
Proportionate Share of the Direct Costs for the calendar year in which this
Lease terminates, if an Excess is present, Tenant shall immediately pay to
Landlord an amount as calculated pursuant to the provisions of this Article
3(d). The provisions of this Section 3(d)(iii) shall survive the expiration or
earlier termination of the Term.

          (iv) Within one hundred twenty (120) days after receipt of a Statement
by Tenant ("Review Period"), if Tenant disputes the amount set forth in the
Statement, an independent certified public accountant (which accountant is a
member of a nationally or regionally recognized accounting firm and is not paid
on a contingency based upon the results of the audit), designated by Tenant,
may, after reasonable notice to Landlord and at reasonable times, inspect
Landlord's records at Landlord's offices, provided that Tenant is not then in
default after expiration of all applicable cure periods and provided further
that Tenant and such accountant or representative shall, and each of them shall
use their commercially reasonable efforts to cause their respective


                                       -5-

<PAGE>   10

agents and employees to, maintain all information contained in Landlord's
records in strict confidence. Notwithstanding the foregoing, Tenant shall only
have the right to review Landlord's records one (1) time during any twelve (12)
month period. Tenant's failure to dispute the amounts set forth in any Statement
within the Review Period shall be deemed to be Tenant's approval of such
Statement and Tenant, thereafter, waives the right or ability to dispute the
amounts set forth in such Statement. If after such inspection, but within thirty
(30) days after the Review Period, Tenant notifies Landlord in writing that
Tenant still disputes such amounts, a certification as to the proper amount
shall be made in accordance with Landlord's standard accounting practices, at
Tenant's expense, by an independent certified public accountant selected by
Landlord and who is a member of a nationally or regionally recognized accounting
firm. Landlord shall cooperate in good faith with Tenant and the accountant to
show Tenant and the accountant the information upon which the certification is
to be based. However, if such certification by the accountant proves that the
Direct Costs set forth in the Statement were overstated by more than ten percent
(10%), then the cost of the accountant and the cost of such certification shall
be paid for by Landlord. Promptly following the parties receipt of such
certification, the parties shall make such appropriate payments or
reimbursements, as the case may be, to each other, as are determined to be owing
pursuant to such certification.

          (v)  If the Project is a part of a multi-building development, those
Direct Costs attributable to such development as a whole (and not attributable
solely to any individual building therein) shall be allocated by Landlord to the
Project and to the other buildings within such development on an equitable
basis.

ARTICLE 4 - Security Deposit
----------------------------

     Tenant has deposited with Landlord the sum set forth in Article 1.F. of the
Basic Lease Provisions as security for the full and faithful performance of
every provision of this Lease to be performed by Tenant. If Tenant breaches any
provision of this Lease, including but not limited to the payment of rent,
Landlord may use all or any part of this security deposit for the payment of any
rent or any other sums in default, or to compensate Landlord for any other loss
or damage which Landlord may suffer by reason of Tenant's default. If any
portion of said deposit is so used or applied, Tenant shall, within five (5)
days after written demand therefor, deposit cash with Landlord in an amount
sufficient to restore the security deposit to its original amount. If Monthly
Basic Rental is increased, the amount of the security deposit required to be
maintained by Tenant shall also be increased so as to maintain at all times and
from time to time, the same ratio to Monthly Basic Rental as applicable on the
Commencement Date. Tenant agrees that Landlord shall not be required to keep the
security deposit in trust, segregate it or keep it separate from Landlord's
general funds, but Landlord may commingle the security deposit with its general
funds, and Tenant shall not be entitled to interest on such deposit. At the
expiration of the Lease Term, and provided there exists no default by Tenant
hereunder, the security deposit, or any balance thereof shall be returned to
Tenant (or, at Landlord's option, to Tenant's assignee), provided that
subsequent to the expiration of this Lease, Landlord may retain from said
security deposit (i) an amount reasonably estimated by Landlord to cover
potential Direct Cost reconciliation payments due with respect to the calendar
year in which this Lease terminates or expires (such amount so retained shall
not, in any event, exceed ten percent (10%) of estimated Direct Cost payments
due from Tenant for such calendar year through the date of expiration or earlier
termination of this Lease and any amounts so retained and not applied to such
reconciliation shall be returned to Tenant within thirty (30) days after
Landlord's delivery of the Statement for such calendar year), (ii) any and all
amounts reasonably estimated by Landlord to cover the anticipated costs to be
incurred by Landlord to remove any signage provided to Tenant under this Lease
and to repair any damage caused by such removal (in which case any excess amount
so retained by Landlord shall be returned to Tenant within thirty (30) days
after such removal and repair), and (iii) any and all amounts permitted by law
or this Article 4. Tenant hereby waives the provisions of Section 1950.7 of the
California Civil Code and all other provisions of law, now or hereafter in
effect, which provide that Landlord may claim from a security deposit only those
sums reasonably necessary to remedy defaults in the payment of rent, to repair
damage caused by Tenant or to clean the Premises, it being agreed that Landlord
may, in addition, claim those sums specified in this Article 4 above and/or
those sums reasonably necessary to compensate Landlord


                                       -6-

<PAGE>   11

for any other loss or damage, foreseeable or unforeseeable, caused by the acts
or omissions of Tenant or any officer, employee, agent, contractor or invitee of
Tenant.

ARTICLE 5 - Holding Over
------------------------

     Should Tenant, without Landlord's written consent, hold over after
termination of this Lease, Tenant shall become a tenant from month-to-month,
only upon each and all of the terms herein provided as may be applicable to a
month-to-month tenancy, and any such holding over shall not constitute an
extension of this Lease. During such holding over, Tenant shall pay in advance,
monthly rent at one hundred fifty percent (150%) of the rate in effect for the
last month of the Term of this Lease, in addition to, and not in lieu of, all
other payments required to be made by Tenant hereunder, including, but not
limited to, Tenant's Proportionate Share of any increase in Direct Costs.
Nothing contained in this Article 5 shall be construed as consent by Landlord to
any holding over of the Premises by Tenant, and Landlord expressly reserves the
right to require Tenant to surrender possession of the Premises to Landlord as
provided in this Lease upon the expiration or earlier termination of the Term.
If Tenant fails to surrender the Premises upon the expiration or termination of
this Lease, Tenant agrees to indemnify, defend and hold Landlord harmless from
all costs, loss, expense or liability, including without limitation, claims made
by any succeeding tenant and real estate brokers claims and attorney's fees.

ARTICLE 6 - Personal Property Taxes
-----------------------------------

     Tenant shall pay, prior to delinquency, all taxes assessed against or
levied upon trade fixtures, furnishings, equipment and all other personal
property of Tenant located in the Premises. In the event any or all of Tenant's
trade fixtures, furnishings, equipment and other personal property shall be
assessed and taxed with property of Landlord, or if the cost or value of any
leasehold improvements in the Premises exceeds the cost or value of a
Project-standard buildout as determined by Landlord and, as a result, real
property taxes for the Project are increased, Tenant shall pay to Landlord its
share of such taxes within ten (10) days after delivery to Tenant by Landlord of
a statement in writing setting forth the amount of such taxes applicable to
Tenant's property or above-standard improvements. Tenant shall assume and pay to
Landlord at the time of paying Basic Rental any excise, sales, use, rent,
occupancy, garage, parking, gross receipts or other taxes (other than net income
taxes) which may be imposed on or on account of letting of the Premises or the
payment of Basic Rental or any other sums due or payable hereunder, and which
Landlord may be required to pay or collect under any law now in effect or
hereafter enacted. Tenant shall pay directly to the party or entity entitled
thereto all business license fees, gross receipts taxes and similar taxes and
impositions which may from time to time be assessed against or levied upon
Tenant, as and when the same become due and before delinquency. Notwithstanding
anything to the contrary contained herein, any sums payable by Tenant under this
Article 6 shall not be included in the computation of "Tax Costs."

ARTICLE 7 - Use
---------------

     Tenant shall use and occupy the Premises only for the use set forth in
Article 1.G. of the Basic Lease Provisions and shall not use or occupy the
Premises or permit the same to be used or occupied for any other purpose without
the prior written consent of Landlord, which Landlord consent may be given or
withheld in Landlord's sole and absolute discretion, and Tenant agrees that it
will use the Premises in such a manner so as not to interfere with or infringe
upon the rights of other tenants in the Project. Tenant shall, at its sole cost
and expense, promptly comply with all covenants, conditions and restrictions,
laws, statutes, ordinances and governmental regulations or requirements now in
force or which may hereafter be in force relating to or affecting (i) the
condition, use or occupancy of the Premises or the Project excluding the cost to
construct alterations or modifications to the Project not related to Tenant's
particular use of the Premises, and (ii) improvements installed or constructed
in the Premises by or for the benefit of Tenant. Tenant shall not do or permit
to be done anything which would invalidate or increase the cost of any fire and
extended coverage insurance policy covering the Project and/or the property
located therein, and Tenant shall comply with all rules, orders, regulations and
requirements of any organization which sets out standards, requirements or
recommendations commonly referred to by major fire insurance underwriters.


                                       -7-

<PAGE>   12

     Tenant shall have the right to use in common with Landlord and other
tenants, the Project's common entrances, lobbies, corridors, elevators,
lavatories, loading docks, trash removal areas, grounds, roads, driveways,
stairways, sidewalks, parking areas and facilities, and other similar areas, as
reasonably determined by Landlord, which enable Tenant to obtain full use and
enjoyment of the Premises for all customary purposes ("Common Areas").

ARTICLE 8 - Condition of Premises
---------------------------------

     Subject to the performance by Landlord of its obligations under the Work
Letter Agreement attached hereto as Exhibit "D," Tenant hereby agrees that the
Premises shall be taken "as is", "with all faults", "without any representations
or warranties, and Tenant hereby agrees and warrants that it has investigated
and inspected the condition of the Premises and the suitability of same for
Tenant's purposes, and Tenant does hereby waive and disclaim any objection to,
cause of action based upon, or claim that its obligations hereunder should be
reduced or limited because of the condition of the Premises or the Project or
the suitability of same for Tenant's purposes. Tenant acknowledges that neither
Landlord nor any agent nor any employee of Landlord has made any representations
or warranty with respect to the Premises or the Project or with respect to the
suitability of either for the conduct of Tenant's business, and Tenant expressly
warrants and represents that Tenant has relied solely on its own investigation
and inspection of the Premises and the Project in its decision to enter into
this Lease and let the Premises in an "as is" condition. The taking of
possession of the Premises by Tenant shall conclusively establish that the
Premises and the Project were at such time in satisfactory condition. Tenant
hereby waives Sections 1941 and 1942 of the Civil Code of California or any
successor provision of law.

     Landlord reserves the right from time to time, but subject to payment by
and/or reimbursement from Tenant as otherwise provided herein: (i) to install,
use, maintain, repair, replace and relocate for service to the Premises and/or
other parts of the Project pipes, ducts, conduits, wires, appurtenant fixtures,
and mechanical systems, wherever located in the Premises or the Project, (ii) to
alter, close or relocate any facility in the Premises or the Common Areas or
otherwise conduct any of the above activities for the purpose of complying with
a general plan for fire/life safety for the Project or otherwise, and (iii) to
comply with any federal, state or local law, rule or order with respect thereto
or the regulation thereof not currently in effect. Landlord shall attempt to
perform any such work with the least inconvenience to Tenant as possible, but in
no event shall Tenant be permitted to withhold or reduce Basic Rental or other
charges due hereunder as a result of same, or otherwise make claim against
Landlord for interruption or interference with Tenant's business and/or
operations.

ARTICLE 9 - Repairs and Alterations
-----------------------------------

     Landlord shall maintain the structural portions of the Project including
the foundation, floor/ceiling slabs, roof, curtain wall, exterior glass,
columns, beams, shafts, stairs, stairwells, elevator cabs and common areas and
shall also maintain and repair the basic mechanical, electrical, lifesafety,
plumbing, sprinkler systems and heating, ventilating and air-conditioning
systems. Except as expressly provided as Landlord's obligation in this Article
9, Tenant shall keep the Premises in good condition and repair. All damage or
injury to the Premises or the Project resulting from the act or negligence of
Tenant, its employees, agents or visitors, guests, invitees or licensees or by
the use of the Premises shall be promptly repaired by Tenant, at its sole cost
and expense, to the satisfaction of Landlord; provided, however, that for damage
to the Project as a result of casualty or for any repairs that may impact the
mechanical, electrical, plumbing, heating, ventilation or air conditioning
systems of the Project, Landlord shall have the right (but not the obligation)
to select the contractor and oversee all such repairs. Landlord may make any
repairs which are not promptly made by Tenant after Tenant's receipt of written
notice and the reasonable opportunity of Tenant to make said repair within five
(5) business days from receipt of said written notice, and charge Tenant for the
cost thereof, which cost shall be paid by Tenant within five (5) days from
invoice from Landlord. Tenant shall be responsible for the design and function
of all non-standard improvements of the Premises, whether or not installed by
Landlord at Tenant's request. Tenant waives all rights to make repairs at the
expense of Landlord, or to deduct the cost thereof from the rent. Tenant shall
make no alterations, changes or additions in or to the Premises (collectively,
"Alterations") without Landlord's prior written


                                       -8-

<PAGE>   13

consent, which consent shall not be unreasonably withheld, and then only by
contractors or mechanics reasonably approved by Landlord in writing and upon the
reasonable approval by Landlord in writing of fully detailed and dimensioned
plans and specifications pertaining to the Alterations in question, to be
prepared and submitted by Tenant at its sole cost and expense. Tenant shall at
its sole cost and expense obtain all necessary approvals and permits pertaining
to any Alterations approved by Landlord. If Landlord, in approving any
Alterations, specifies a commencement date therefor, Tenant shall not commence
any work with respect to such Alterations prior to such date. Tenant hereby
indemnifies, defends and agrees to hold Landlord free and harmless from all
liens and claims of lien, and all other liability, claims and demands arising
out of any work done or material supplied to the Premises by or at the request
of Tenant in connection with any Alterations. If permitted Alterations are made,
they shall be made at Tenant's sole cost and expense and shall be and become the
property of Landlord, except that Landlord may, by written notice to Tenant
given at least thirty (30) days prior to the end of the Term, require Tenant at
Tenant's expense to remove all partitions, counters, railings and other
Alterations installed by Tenant, and to repair any damages to the Premises
caused by such removal. Any and all costs attributable to or related to the
applicable building codes of the city in which the Project is located (or any
other authority having jurisdiction over the Project) arising from Tenant's
plans, specifications, improvements, alterations or otherwise shall be paid by
Tenant at its sole cost and expense. With regard to repairs, Alterations or any
other work arising from or related to this Article 9, Landlord shall be entitled
to receive an administrative/supervision fee (which fee shall vary depending
upon whether or not Tenant orders the work directly from Landlord) sufficient to
compensate Landlord for all overhead, general conditions, fees and other costs
and expenses arising from Landlord's involvement with such work. The
construction of initial improvements to the Premises shall be governed by the
terms of the Tenant Work Letter and not the terms of this Article 9.

ARTICLE 10 - Liens
------------------

     Tenant shall keep the Premises and the Project free from any mechanics'
liens, vendors' liens, or any other liens arising out of any work performed,
materials furnished, or obligations incurred by Tenant, and agrees to defend,
indemnify and hold harmless Landlord from and against any such lien or claim or
action thereon, together with costs of suit and reasonable attorney's fees
incurred by Landlord in connection with any such claim or action. Before
commencing any work of alteration, addition or improvement to the Premises,
Tenant shall give Landlord at least ten (10) business days' written notice of
the proposed commencement of such work (to afford Landlord an opportunity to
post appropriate notices of non-responsibility). In the event that there shall
be recorded against the Premises or the Project or the Property of which the
Premises is a part any claim or lien arising out of any such work performed,
materials furnished or obligations incurred by Tenant and such claim or lien
shall not be removed or discharged within ten (10) days of filing, Landlord
shall have the right but not the obligation to pay and discharge said lien
without regard to whether such lien shall be lawful or correct or to require
that Tenant deposit with Landlord in cash, lawful money of the United States,
one hundred fifty percent (150%) of the amount of such claim, which sum may be
retained by Landlord until such claim shall have been removed of record or until
judgment shall have been rendered on such claim and such judgment shall have
become final, at which time Landlord shall have the right to apply such deposit
in discharge of the judgment on said claim and any costs, including attorney's
fees, incurred by Landlord, and shall remit the balance thereof to Tenant.

ARTICLE 11 - Project Services
-----------------------------

     (a)  Landlord agrees to furnish to the Premises, at a cost to be included
in Operating Costs, from 8:00 a.m. to 6:00 p.m., Mondays through Fridays, and
9:00 a.m. to 1:00 p.m. on Saturdays, excepting local and national holidays, air
conditioning and heat, all in such reasonable quantities as in the judgment of
Landlord is reasonably necessary for the comfortable occupancy of the Premises.
In addition, Landlord shall provide electric current for normal lighting and
normal office machines, elevator service and water on the same floor as the
Premises for lavatory and drinking purposes in such reasonable quantities as in
the judgment of Landlord is reasonably necessary for general office use.
Janitorial and maintenance services shall be furnished five (5) days per week,
excepting local and national holidays. Tenant shall comply with all rules and


                                       -9-

<PAGE>   14

regulations which Landlord may reasonably establish for the proper functioning
and protection of the common area air conditioning, heating, elevator,
electrical intrabuilding network cable and plumbing systems. Landlord shall not
be liable for any loss of, or injury to, property or for injury to, or
interference with, Tenant's business, including, without limitation, loss of
profits however occurring, and there shall be no rent abatement as a result of,
any stoppage, reduction or interruption of any such services caused by
governmental rules, regulations or ordinances, riot, strike, labor disputes,
breakdowns, accidents, necessary repairs or other cause. Except as specifically
provided in this Article 11, Tenant agrees to pay for all utilities and other
services utilized by Tenant and additional building services furnished to Tenant
not uniformly furnished to all tenants of the Project at the rate generally
charged by Landlord to tenants of the Project.

     (b)  Tenant will not, without the prior written consent of Landlord, use
any apparatus or device in the Premises, which will in any way increase the
amount of electricity or water usually furnished or supplied for use of the
Premises as general office space; nor connect any apparatus, machine or device
with water pipes or electric current (except through existing electrical outlets
in the Premises) for the purpose of using electric current or water.

     (c)  If Tenant shall require electric current in excess of that which
Landlord is obligated to furnish under Article 11(a) above, Tenant shall first
obtain the written consent of Landlord, which Landlord may refuse in its sole
and absolute discretion, to the use thereof and Landlord may cause an electric
current meter or submeter to be installed in the Premises to measure the amount
of such excess electric current consumed by Tenant in the Premises. The cost of
any such meter and of installation, maintenance and repair thereof, shall be
paid for by Tenant, and Tenant agrees to pay to Landlord promptly upon demand
therefor by Landlord, for all such excess electric current consumed by any such
use as shown by said meter at the rates charged for such service by the city in
which the Project is located or the local public utility, as the case may be,
furnishing the same, plus any additional expense incurred by Landlord in keeping
account of the electric current so consumed.

     (d)  If any lights, machines or equipment (including, but not limited to
computers) are used by Tenant in the Premises which materially affect the
temperature otherwise maintained by the air conditioning system, or generate
substantially more heat in the Premises than would be generated by the building
standard lights and usual office equipment, Landlord shall have the right to
install any machinery and equipment which Landlord reasonably deems necessary to
restore temperature balance, including, but not limited to, modifications to the
standard air conditioning equipment, and the cost thereof, including the cost of
installation and any additional cost of operation and maintenance occasioned
thereby, shall be paid by Tenant to Landlord upon demand by Landlord. Landlord
shall not be liable under any circumstances for loss of or injury to property,
however occurring, through or in connection with, or incidental to, failure to
furnish any of the foregoing.

     (e)  If Tenant requires heating, ventilation and/or air conditioning during
times other than the times provided in Article 11(a) above, Tenant shall give
Landlord such advance notice as Landlord shall reasonably require and shall pay
Landlord's standard charge for such after-hours use.

     (f)  Landlord may impose a reasonable charge for any utilities or services
(other than electric current and heating, ventilation and/or air conditioning
which shall be governed by Articles 11(c) and (e) above) utilized by Tenant in
excess of the amount or type that Landlord reasonably determines is typical for
general office use.

ARTICLE 12 - Rights of Landlord
-------------------------------

     Landlord and its agents shall have the right to enter the Premises at all
reasonable times for the purpose of cleaning the Premises, examining or
inspecting the same, serving or posting and keeping posted thereon notices as
provided by law, or which Landlord deems necessary for the protection of
Landlord or the Property, showing the same to prospective tenants, lenders or
purchasers of the Project, in the case of an emergency, and for making such
alterations, repairs, improvements or additions to the Premises or to the
Project as Landlord may deem necessary or


                                      -10-

<PAGE>   15

desirable. If Tenant shall not be personally present to open and permit an entry
into the Premises at any time when such an entry by Landlord is necessary or
permitted hereunder, Landlord may enter by means of a master key or may enter
forcibly, only in the case of an emergency, without liability to Tenant except
for any failure to exercise due care for Tenant's property, and without
affecting this Lease.

ARTICLE 13 - Indemnity: Exemption of Landlord from Liability
------------------------------------------------------------

     (a)  Indemnity. Tenant shall indemnify, defend and hold Landlord harmless
from any and all claims arising from Tenant's use of the Premises or the Project
(including Tenant's signage) or from the conduct of its business or from any
activity, work or thing which may be permitted or suffered by Tenant in or about
the Premises or the Project and shall further indemnify, defend and hold
Landlord harmless from and against any and all claims arising from any breach or
default in the performance of any obligation on Tenant's part to be performed
under this Lease or arising from any negligence of Tenant or any of its agents,
contractors, employees or invitees, patrons, customers or members in or about
the Project and from any and all costs, attorney's fees, expenses and
liabilities incurred in the defense of any claim or any action or proceeding
brought thereon, including negotiations in connection therewith. Tenant hereby
assumes all risk of damage to property or injury to persons in or about the
Premises from any cause, and Tenant hereby waives all claims in respect thereof
against Landlord, excepting where the damage is caused solely by the gross
negligence or willful misconduct of Landlord.

     (b)  Exemption of Landlord from Liability. Landlord shall not be liable for
injury to Tenant's business, or loss of income therefrom, or, except in
connection with damage or injury resulting from the gross negligence or wilful
misconduct of Landlord, or its authorized agents, for damage that may be
sustained by the person, goods, wares, merchandise or property of Tenant, its
employees, invitees, customers, agents, or contractors, or any other person in,
on or about the Premises directly or indirectly caused by or resulting from
fire, steam, electricity, gas, water, or rain which may leak or flow from or
into any part of the Premises, or from the breakage, leakage, obstruction or
other defects of the pipes, sprinklers, wires, appliances, plumbing, air
conditioning, light fixtures, or mechanical or electrical systems or from
intrabuilding network cable, whether such damage or injury results from
conditions arising upon the Premises or upon other portions of the Project or
from other sources or places and regardless of whether the cause of such damage
or injury or the means or repairing the same is inaccessible to Tenant. Landlord
shall not be liable to Tenant for any damages arising from any act or neglect of
any other tenant of the Project.

     Tenant acknowledges that Landlord's election to provide mechanical
surveillance or to post security personnel in the Project is solely within
Landlord's discretion; Landlord shall have no liability in connection with the
decision whether or not to provide such services, and Tenant hereby waives all
claims based thereon. Landlord shall not be liable for losses due to theft,
vandalism, or like causes. Tenant shall defend, indemnify, and hold Landlord
harmless from any such claims made by any employee, licensee, invitee,
contractor, agent or, other person whose presence in, on or about the Premises
or the Project is attendant to the business of Tenant.

ARTICLE 14 - Insurance
----------------------

     (a)  Tenant's Insurance. Tenant, shall at all times during the Term of this
Lease, and at its own cost and expense, procure and continue in force the
following insurance coverage: (i) Commercial General Liability Insurance with a
combined single limit for bodily injury and property damages of not less than
One Million Dollars ($1,000,000) per occurrence and Two Million Dollars
($2,000,000) in the annual aggregate, including products liability coverage if
applicable, covering the insuring provisions of this Lease; (ii) a policy of
standard fire, extended coverage and special extended coverage insurance (all
risks), including a vandalism and malicious mischief endorsement, sprinkler
leakage coverage and earthquake sprinkler leakage where sprinklers are provided
in an amount equal to ninety percent (90%) of the full replacement value new
without deduction for depreciation of all (A) Tenant Improvements, Alterations,
fixtures and other improvements in the Premises, and (B) trade fixtures,
furniture, equipment and other personal property installed by or at the expense
of Tenant; (iii) Workers' Compensation coverage


                                      -11-

<PAGE>   16

as required by law; and (iv) extra expense insurance covering failure of
Tenant's telecommunications equipment and covering all other perils, failures or
interruptions. Tenant shall carry and maintain during the entire Lease Term
(including any option periods, if applicable), at Tenant's sole cost and
expense, increased amounts of the insurance required to be carried by Tenant
pursuant to this Article 14 as may be reasonably required by Landlord.

     (b)  Form of Policies. The aforementioned minimum limits of policies and
Tenant's procurement and maintenance thereof shall in no event limit the
liability of Tenant hereunder. The Commercial General Liability Insurance policy
shall name Landlord, Landlord's property manager, Landlord's lender(s) and such
other persons or firms as Landlord specifies from time to time, as additional
insureds with an appropriate endorsement to the policy(s). All such insurance
policies carried by Tenant shall be with companies having a rating of not less
than B+ VII in Best's Insurance Guide. Tenant shall furnish to Landlord, from
the insurance companies, or cause the insurance companies to furnish,
certificates of coverage. Tenant shall request that each insurer shall provide
(30) days' prior written notice to Landlord prior to any reduction of coverage
or other modification or cancellation by the insurer. Deductible amounts under
all insurance policies required to be carried by Tenant shall not exceed Five
Thousand Dollars ($5,000.00) per occurrence. All commercial general liability
and property damage insurance shall be written on an "occurrence" basis, which
shall afford coverage for all claims based on acts, omissions, injury and
damage, which occurred or arose (or the onset of which occurred or arose) in
whole or in part during the policy period. All such policies shall be endorsed
to agree that Tenant's policy is primary and that any insurance covered by
Landlord is excess and not contributing with any Tenant insurance requirement
hereunder. Tenant shall, at least twenty (20) days prior to the expiration of
such policies, furnish Landlord with renewals or binders. Tenant agrees that if
Tenant does not take out and maintain such insurance or furnish Landlord with
renewals or binders, Landlord may (but shall not be required to) procure said
insurance on Tenant's behalf and charge Tenant the cost thereof, which amount
shall be payable by Tenant upon demand with interest (at the rate set forth in
Section 20(e) below) from the date such sums are extended. Tenant shall have the
right to provide such insurance coverage, pursuant to blanket policies obtained
by Tenant, provided such blanket policies expressly afford coverage to the
Premises and to Tenant as required by this Lease.

     (c)  Landlord's Insurance. Landlord shall, as a cost to be included in
Operating Costs, procure and maintain at all times during the Term of this
Lease, a policy or policies of insurance covering loss or damage to the Project
in the amount of the full replacement costs without deduction for depreciation
thereof (exclusive of Tenant's trade fixtures, inventory, personal property and
equipment), providing protection against all perils included within the
classification of fire and extended coverage, vandalism coverage, and malicious
mischief, sprinkler leakage, water damage, and special extended coverage on
building. Additionally, Landlord may (but shall not be required to) carry: (i)
Bodily injury and property damage liability insurance and/or excess liability
coverage insurance; (ii) earthquake and/or flood damage insurance; and (iii)
rental income insurance at its election or if required by its lender from time
to time during the Term hereof, in such amounts and with such limits as Landlord
or its lender may deem appropriate. The costs of such insurance shall be
included in Operating Costs.

     (d)  Waiver of Subrogation. Landlord and Tenant each agree to have their
respective insurers issuing the insurance described in Sections 14(a)(ii),
14(a)(iv) and the first sentence of Section 14(c) waive any rights of
subrogation that such companies may have against the other party. Tenant hereby
waives any right that Tenant may have against Landlord and Landlord hereby
waives any right that Landlord may have against Tenant as a result of any loss
or damage to the extent such loss or damage is insurable under such policies.

     (e)  Compliance with Law. Tenant agrees that it will not, at any time,
during the Term of this Lease, carry any stock of goods or do anything in or
about the Premises which will in any way tend to increase the insurance rates
upon the Project. Tenant agrees to pay Landlord forthwith upon demand the amount
of any increase in premiums for insurance against loss by fire that may be
charged during the Term of this Lease on the amount of insurance to be carried
by Landlord on the Project resulting from the foregoing, or from Tenant doing
any act in or about said Premises which does so increase the insurance rates,
whether or not Landlord shall have


                                      -12-

<PAGE>   17

consented to such act on the part of Tenant. If Tenant installs upon the
Premises any electrical equipment which constitutes an overload of electrical
lines of the Premises, Tenant shall, at its own cost and expense in accordance
with all other Lease provisions, and subject to the provisions of Articles 9, 10
and 11 hereof, make whatever changes are necessary to comply with requirements
of the insurance underwriters and any governmental authority having jurisdiction
thereover, but nothing herein contained shall be deemed to constitute Landlord's
consent to such overloading. Tenant shall, at its own expense, comply with all
requirements of the insurance authority having jurisdiction over the Project
necessary for the maintenance of reasonable fire and extended coverage insurance
for the Premises, including, without limitation thereto, the installation of
fire extinguishers or an automatic dry chemical extinguishing system.

ARTICLE 15 - Assignment and Subletting
--------------------------------------

     Tenant shall have no right to, either voluntarily, involuntarily, by
operation of law or otherwise, sell, assign, transfer or hypothecate this Lease,
or sublet the Premises or any part thereof, or permit the Premises or any part
thereof to be used or occupied by anyone other than Tenant or Tenant's employees
without the prior written consent of Landlord which shall not be unreasonably
withheld. If Tenant is a corporation, unincorporated association, partnership or
limited liability company, the sale, assignment, transfer or hypothecation of
any class of stock or other ownership interest in such corporation, association,
partnership or limited liability company in excess of fifty percent (50%) in the
aggregate shall be deemed an assignment within the meaning and provisions of
this Article 15. Tenant may transfer its interest pursuant to this Lease only
upon the following express conditions, which conditions are agreed by Landlord
and Tenant to be reasonable:

     (a)  That the proposed transferee shall be subject to the prior written
consent of Landlord, which consent will not be unreasonably withheld but,
without limiting the generality of the foregoing, it shall be reasonable for
Landlord to deny such consent if:

          (i)  The use to be made of the Premises by the proposed transferee is
(a) not generally consistent with the character and nature of all other
tenancies in the Project, or (b) a use which conflicts with any so-called
"exclusive" then in favor of, or for any use which is the same as that stated in
any percentage rent lease to, another tenant of the Project or any other
buildings which are in the same complex as the Project, or (c) a use which would
be prohibited by any other portion of this Lease (including, but not limited to,
any rules and regulations then in effect);

          (ii) The financial responsibility of the proposed transferee is not
reasonably satisfactory to Landlord;

          (iii) The proposed transferee is either a governmental agency or
instrumentality thereof; or

          (iv) Either the proposed transferee or any person or entity which
directly or indirectly controls, is controlled by or is under common control
with the proposed transferee (A) occupies space in the Project at the time of
the request for consent, or (B) is negotiating with Landlord or has negotiated
with Landlord during the six (6) month period immediately preceding the date of
the proposed transfer, to lease space in the Project.

     (b)  Whether or not Landlord consents to any such transfer, Tenant shall
pay to Landlord Landlord's then standard processing fee and reasonable
attorneys' fees incurred in connection with the proposed transfer up to the
aggregate sum of One Thousand Five Hundred Dollars ($1,500.00);

     (c)  That the proposed transferee shall execute an agreement pursuant to
which it shall agree to perform faithfully and be bound by all of the terms,
covenants, conditions, provisions and agreements of this Lease applicable to
that portion of the Premises so transferred; and

     (d)  That an executed duplicate original of said assignment and assumption
agreement or other transfer on a form reasonably approved by Landlord, shall be
delivered to Landlord


                                      -13-

<PAGE>   18

within five (5) days after the execution thereof, and that such transfer shall
not be binding upon Landlord until the delivery thereof to Landlord and the
execution and delivery of Landlord's consent thereto. It shall be a condition to
Landlord's consent to any subleasing, assignment or other transfer of part or
all of Tenant's interest in the Premises (hereinafter referred to as a
"Transfer") that (i) upon Landlord's consent to any Transfer, Tenant shall pay
and continue to pay fifty percent (50%) of any "Transfer Premium" (defined
below), received by Tenant from the transferee; (ii) any sublesee of part or all
of Tenant's interest in the Premises shall agree that in the event Landlord
gives such sublessee notice that Tenant is in default under this Lease, such
sublessee shall thereafter make all sublease or other payments directly to
Landlord, which will be received by Landlord without any liability whether to
honor the sublease or otherwise (except to credit such payments against sums due
under this Lease), and any sublessee shall agree to attorn to Landlord or its
successors and assigns at their request should this Lease be terminated for any
reason, except that in no event shall Landlord or its successors or assigns be
obligated to accept such attornment; (iii) any such Transfer and consent shall
be effected on forms supplied by Landlord and/or its legal counsel; (iv)
Landlord may require that Tenant not then be in default hereunder in any
respect; (v) subject to Landlord's right to require attornment by any subtenant,
any termination of this Lease, whether voluntary or involuntary, shall cause
each sublease to terminate, notwithstanding Landlord's prior approval of the
sublease; and (vi) Tenant or the proposed subtenant or assignee (collectively,
"Transferee") shall agree to pay Landlord, upon demand, as additional rent, a
sum equal to the additional costs, if any, incurred by Landlord for maintenance
and repair as a result of any change in the nature of occupancy caused by such
subletting or assignment. In the event of a voluntary termination of this Lease
by agreement between Landlord and Tenant, to the extent that any subtenant has
any claim or cause of action arising from or related to such voluntary
termination of this Lease and resulting termination of the sublease, the
subtenant shall be conclusively presumed to have waived such claim or cause of
action against Landlord (including Landlord's employees, agents or
representatives), the Premises and the Project, and to have agreed that any such
claim or cause of action shall be asserted solely against Tenant. "Transfer
Premium" shall mean all rent, additional rent or other consideration payable by
a Transferee in connection with a Transfer in excess of the rent and Additional
Rent payable by Tenant under this Lease during the term of the Transfer and if
such Transfer is less than all of the Premises, the Transfer Premium shall be
calculated on a rentable square foot basis after deducting the reasonable
expenses incurred by Tenant for (i) any changes, alterations and improvements to
the Premises paid for by Tenant in connection with the Transfer, (ii) any other
out-of-pocket monetary concessions provided by Tenant to the transferee, and
(iii) any brokerage commissions paid for by Tenant in connection with the
Transfer. "Transfer Premium" shall also include, but not be limited to, key
money, bonus money or other cash consideration paid by a transferee to Tenant in
connection with such Transfer, and any payment in excess of fair market value
for services rendered by Tenant to the Transferee and any payment in excess of
fair market value for assets, fixtures, inventory, equipment, or furniture
transferred by Tenant to the Transferee in connection with such Transfer. Any
sale, assignment, hypothecation, transfer or subletting of this Lease which is
not in compliance with the provisions of this Article 15 shall be void and
shall, at the option of Landlord, terminate this Lease. In no event shall the
consent by Landlord to an assignment or subletting be construed as relieving
Tenant, any assignee, or sublessee from obtaining the express written consent of
Landlord to any further assignment or subletting, or as relating Tenant from any
liability or obligation hereunder whether or not then accrued and Tenant shall
continue to be fully liable therefor. No collection or acceptance of rent by
Landlord from any person other than Tenant shall be deemed a waiver of any
provision of this Article 15 or the acceptance of any assignee or subtenant
hereunder, or a release of Tenant (or of any successor of Tenant or any
subtenant). Notwithstanding anything to the contrary in this Lease, if Tenant or
any proposed Transferee claims that Landlord has unreasonably withheld or
delayed its consent under this Article 15 or otherwise has breached or acted
unreasonably under this Article 15, their sole remedies shall be a declaratory
judgment and an injunction for the relief sought without any monetary damages,
and Tenant hereby waives all other remedies, including, without limitation, any
right at law or equity to terminate this Lease, on its own behalf and, to the
extent permitted under all applicable laws, on behalf of the proposed
Transferee.


                                      -14-

<PAGE>   19

     (e)  Notwithstanding anything to the contrary contained in this Article 15,
except in the event of a "deemed assignment" pursuant to a sale, assignment,
transfer or hypothecation of any class of stock or other ownership interest in
Tenant in excess of fifty percent (50%) in the aggregate, Landlord shall have
the option by giving written notice to Tenant within thirty (30) days after
Landlord's receipt of a request for consent to a proposed Transfer, to terminate
this Lease as to the portion of the Premises which is the subject of the
Transfer. If this Lease is so terminated with respect to less than the entire
Premises, the Basic Rental and Tenant's Proportionate Share shall be prorated
based on the number of rentable square feet retained by Tenant as compared to
the total number of rentable square feet contained in the original Premises, and
this Lease as so amended shall continue thereafter in full force and effect, and
upon the request of either party, the parties shall execute written confirmation
of the same.

     (f)  Notwithstanding anything herein to the contrary: (a) in the event
Tenant is a public corporation, or is engaging in an initial public offering of
its stock, the sale of stock in Tenant shall not require Landlord's consent; and
(b) Tenant may, without Landlord's consent but with prior written notice to
Landlord, assign this Lease, sublet or Transfer all or any portion of the
Premises to (i) any entity resulting from a merger, consolidation or other such
reorganization with Tenant, (ii) any entity succeeding to the business and
assets of Tenant, or (iii) any entity that controls, is controlled by, is under
common control with, or is otherwise affiliated by substantially common
ownership with, Tenant (a "Tenant Affiliate"), provided that in the event of any
assignment, sublease or Transfer, the net worth of the Tenant Affiliate is such
that the Tenant Affiliate is reasonably likely to be able to perform its
obligations under this Lease.

ARTICLE 16 - Damage or Destruction
----------------------------------

     If the Project is damaged by fire or other insured casualty and the
insurance proceeds have been made available therefor by the holder or holders of
any mortgages or deeds of trust covering the Premises or the Project, the damage
shall be repaired by Landlord to the extent such insurance proceeds are
available therefor and provided such repairs can, in Landlord's sole opinion, be
completed within two hundred seventy (270) days after the necessity for repairs
as a result of such damage becomes known to Landlord without the payment of
overtime or other premiums, and until such repairs are completed rent shall be
abated in proportion to the part of the Premises which is unusable by Tenant in
the conduct of its business (but there shall be no abatement of rent by reason
of any portion of the Premises being unusable for a period equal to one (1) day
or less). However, if the damage is due to the fault or neglect of Tenant, its
employees, agents, contractors, guests, invitees and the like, there shall be no
abatement of rent, unless and to the extent Landlord receives rental income
insurance proceeds. If the cost of repair of improvements within the Premises by
Landlord exceeds the amount of insurance proceeds received by Landlord from
Landlord's insurance carrier, such excess costs shall be paid by Tenant to
Landlord prior to Landlord's repair of such damage. If repairs cannot, in
Landlord's opinion, be completed within two hundred seventy (270) days after the
necessity for repairs as a result of such damage becomes known to Landlord
without the payment of overtime or other premiums, Landlord may, at its option,
either (i) make them in a reasonable time and in such event this Lease shall
continue in effect and the rent shall be abated, if at all, in the manner
provided in this Article 16, or (ii) elect not to effect such repairs and
instead terminate this Lease, by notifying Tenant in writing of such termination
within sixty (60) days after Landlord learns of the necessity for repairs as a
result of damage, such notice to include a termination date giving Tenant sixty
(60) days to vacate the Premises. In addition, Landlord may elect to terminate
this Lease if the Project shall be damaged by fire or other casualty or cause,
whether or not the Premises are affected, and the damage is not fully covered,
except for deductible amounts, by Landlord's insurance policies. Finally, if the
Premises or the Project is damaged to any substantial extent during the last
twelve (12) months of the Term, then notwithstanding anything contained in this
Article 16 to the contrary, Landlord shall have the option to terminate this
Lease by giving written notice to Tenant of the exercise of such option within
sixty (60) days after Landlord learns of the necessity for repairs as the result
of such damage. A total destruction of the Project shall automatically terminate
this Lease. Except as provided in this Article 16, there shall be no abatement
of rent and no liability of Landlord by reason of any injury to or interference
with Tenant's business or property arising from such damage or destruction or
the making of any repairs, alterations or improvements in or


                                      -15-

<PAGE>   20

to any portion of the Project or the Premises or in or to fixtures,
appurtenances and equipment therein. Tenant understands that Landlord will not
carry insurance of any kind on Tenant's furniture, furnishings, trade fixtures
or equipment, and that Landlord shall not be obligated to repair any damage
thereto or replace the same. Except for proceeds relating to Tenant's furniture,
furnishings, trade fixtures and equipment, Tenant acknowledges that Tenant shall
have no right to any proceeds of insurance relating to property damage. With
respect to any damage which Landlord is obligated to repair or elects to repair,
Tenant, as a material inducement to Landlord entering into this Lease,
irrevocably waives and releases its rights under the provisions of Sections 1932
and 1933 of the California Civil Code.

ARTICLE 17 - Subordination
--------------------------

     This Lease is subject and subordinate to all ground or underlying leases,
mortgages and deeds of trust which affect the Property or the Project, including
all renewals, modifications, consolidations, replacements and extensions
thereof; provided, however, if the lessor under any such lease or the holder or
holders of any such mortgage or deed of trust shall advise Landlord that they
desire or require this Lease to be prior and superior thereto, upon written
request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge
and deliver any and all documents or instruments which Landlord or such lessor,
holder or holders deem necessary or desirable for purposes thereof. Landlord
shall have the right to cause this Lease to be and become and remain subject and
subordinate to any and all ground or underlying leases, mortgages or deeds of
trust which may hereafter be executed covering the Premises, the Project or the
property or any renewals, modifications, consolidations, replacements or
extensions thereof, for the full amount of all advances made or to be made
thereunder and without regard to the time or character of such advances,
together with interest thereon and subject to all the terms and provisions
thereof; provided, however, that Landlord obtains from the lender or other party
in question a written undertaking in favor of Tenant to the effect that such
lender or other party will not disturb Tenant's right of possession under this
Lease if Tenant is not then or thereafter in breach of any covenant or provision
of this Lease. Tenant agrees, within ten (10) days after Landlord's written
request therefor, to execute, acknowledge and deliver upon request any and all
documents or instruments requested by Landlord or necessary or proper to assure
the subordination of this Lease to any such mortgages, deed of trust, or
leasehold estates. Tenant agrees that in the event any proceedings are brought
for the foreclosure of any mortgage or deed of trust or any deed in lieu
thereof, to attorn to the purchaser or any successors thereto upon any such
foreclosure sale or deed in lieu thereof as so requested to do so by such
purchaser and to recognize such purchaser as the lessor under this Lease; Tenant
shall, within five (5) days after request execute such further instruments or
assurances as such purchaser may reasonably deem necessary to evidence or
confirm such attornment. Tenant agrees to provide copies of any notices of
Landlord's default under this Lease to any mortgagee or deed of trust
beneficiary whose address has been provided to Tenant and Tenant shall provide
such mortgagee or deed of trust beneficiary a commercially reasonable time after
receipt of such notice within which to cure any such default. Tenant waives the
provisions of any current or future statute, rule or law which may give or
purport to give Tenant any right or election to terminate or otherwise adversely
affect this Lease and the obligations of the Tenant hereunder in the event of
any foreclosure proceeding or sale.

ARTICLE 18 - Eminent Domain
---------------------------

     If the whole of the Premises or the Project or so much thereof as to render
the balance unusable by Tenant shall be taken under power of eminent domain, or
is sold, transferred or conveyed in lieu thereof, this Lease shall automatically
terminate as of the date of such condemnation, or as of the date possession is
taken by the condemning authority, at Landlord's option. No award for any
partial or entire taking shall be apportioned, and Tenant hereby assigns to
Landlord any award which may be made in such taking or condemnation, together
with any and all rights of Tenant now or hereafter arising in or to the same or
any part thereof; provided, however, that nothing contained herein shall be
deemed to give Landlord any interest in or to require Tenant to assign to
Landlord any award made to Tenant for the taking of personal property and trade
fixtures belonging to Tenant and removable by Tenant at the expiration of the
Term hereof as provided hereunder or for the interruption of, or damage to,
Tenant's business. In the event of a partial taking described in this Article
18, or a sale, transfer or conveyance in lieu


                                      -16-

<PAGE>   21

thereof which does not result in a termination of this Lease, the rent shall be
apportioned according to the ratio that the part of the Premises remaining
useable by Tenant bears to the total area of the Premises. Tenant hereby waives
any and all rights it might otherwise have pursuant to Section 1265.130 of the
California Code of Civil Procedure.

ARTICLE 19 - Default
--------------------

     Each of the following acts or omissions of Tenant or of any guarantor of
Tenant's performance hereunder, or occurrences, shall constitute an "Event of
Default":

     (a)  Failure or refusal to pay Basic Rental, Additional Rent or any other
amount to be paid by Tenant to Landlord hereunder within three (3) calendar days
after notice that the same is due or payable hereunder; said three (3) day
period shall be in lieu of, and not in addition to, the notice requirements of
Section 1161 of the California Code of Civil Procedure or any similar or
successor law;

     (b)  Except as set forth in Subparagraphs (a) above and (c) through and
including (g) below, failure to perform or observe any other covenant or
condition of this Lease to be performed or observed within thirty (30) days
following written notice to Tenant of such failure. Such thirty (30) day notice
shall be in lieu of, and not in addition to, any law required under Section 1161
of the California Code of Civil Procedure or any similar or successor law;

     (c)  Abandonment or vacating or failure to accept tender of possession of
the Premises or any significant portion thereof;

     (d)  The taking in execution or by similar process or law (other than by
eminent domain) of the estate hereby created;

     (e)  The filing by Tenant or any guarantor hereunder in any court pursuant
to any statute of a petition in bankruptcy or insolvency or for reorganization
or arrangement for the appointment of a receiver of all or a portion of Tenant's
property; the filing against Tenant or any guarantor hereunder of any such
petition, or the commencement of a proceeding for the appointment of a trustee,
receiver or liquidator for Tenant, or for any guarantor hereunder, or of any of
the property of either, or a proceeding by any governmental authority for the
dissolution or liquidation of Tenant or any guarantor hereunder, if such
proceeding shall not be dismissed or trusteeship discontinued within thirty (30)
days after commencement of such proceeding or the appointment of such trustee or
receiver; or the making by Tenant or any guarantor hereunder of an assignment
for the benefit of creditors. Tenant hereby stipulates to the lifting of the
automatic stay in effect and relief from such stay for Landlord in the event
Tenant files a petition under the United States Bankruptcy laws, for the purpose
of Landlord pursuing its rights and remedies against Tenant and/or a guarantor
of this Lease;

     (f)  Tenant's failure to cause to be released any mechanics liens filed
against the Premises or the Project within twenty (20) days after the date the
same shall have been filed or recorded; or

     (g)  Tenant's failure to observe or perform according to the provisions of
Articles 17 or 25 within two (2) business days after notice from Landlord.

     All defaults by Tenant of any covenant or condition of this Lease shall be
deemed by the parties hereto to be material.

ARTICLE 20 - Remedies
---------------------

     (a)  Upon the occurrence of an Event of Default under this Lease as
provided in Article 19 hereof, Landlord may exercise all of its remedies as may
be permitted by law, including, but not limited to, the remedy provided by
Section 1951.4 of the California Civil Code, and including, without limitation,
terminating this Lease, re-entering the Premises and removing all persons and
property therefrom, which property may be stored by Landlord at a warehouse or


                                      -17-

<PAGE>   22

elsewhere at the risk, expense and for the account of Tenant. If Landlord elects
to terminate this Lease, Landlord shall be entitled to recover from Tenant the
aggregate of all amounts permitted by law, including, but not limited to (i) the
worth at the time of award of the amount of any unpaid rent which had been
earned at the time of such termination; plus (ii) the worth at the time of award
of the amount by which the unpaid rent which would have been earned after
termination until the time of award exceeds the amount of such rental loss that
Tenant proves could have been reasonably avoided; plus (iii) the worth at the
time of award of the amount by which the unpaid rent for the balance of the
Lease Term after the time of award exceeds the amount of such rental loss that
Tenant proves could have been reasonably avoided; plus (iv) any other amount
necessary to compensate Landlord for all the detriment proximately caused by
Tenant's failure to perform its obligations under this Lease or which in the
ordinary course of things would be likely to result therefrom, specifically
including, but not limited to, brokerage commissions and advertising expenses
incurred, expenses of remodeling the Premises or any portion thereof for a new
tenant, whether for the same or a different use, and any special concessions
made to obtain a new tenant; and (v) at Landlord's election, such other amounts
in addition to or in lieu of the foregoing as may be permitted from time to time
by applicable law. The term "rent" as used in this Article 20(a) shall be deemed
to be and to mean all sums of every nature required to be paid by Tenant
pursuant to the terms of this Lease, whether to Landlord or to others. As used
in Items (i) and (ii), above, the "worth at the time of award" shall be computed
by allowing interest at the rate set forth in Item (e), below, but in no case
greater than the maximum amount of such interest permitted by law. As used in
Item (iii), above, the "worth at the time of award" shall be computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus one percent (1%).

     (b)  Nothing in this Article 20 shall be deemed to affect Landlord's right
to indemnification for liability or liabilities arising prior to the termination
of this Lease for personal injuries or property damage under the indemnification
clause or clauses contained in this Lease.

     (c)  Notwithstanding anything to the contrary set forth herein, Landlord's
re-entry to perform acts of maintenance or preservation of or in connection with
efforts to relet the Premises or any portion thereof, or the appointment of a
receiver upon Landlord's initiative to protect Landlord's interest under this
Lease shall not terminate Tenant's right to possession of the Premises or any
portion thereof and, until Landlord does elect to terminate this Lease, this
Lease shall continue in full force and effect, and Landlord may enforce all of
Landlord's rights and remedies hereunder including, without limitation, the
remedy described in California Civil Code Section 1951.4 (lessor may continue
lease in effect after lessee's breach and abandonment and recover rent as it
becomes due, if lessee has the right to sublet or assign, subject only to
reasonable limitations). Accordingly, if Landlord does not elect to terminate
this Lease on account of any default by Tenant, Landlord may, from time to time,
without terminating this Lease, enforce all of its rights and remedies under
this Lease, including the right to recover all rent as it becomes due.

     (d)  All rights, powers and remedies of Landlord hereunder and under any
other agreement now or hereafter in force between Landlord and Tenant shall be
cumulative and not alternative and shall be in addition to all rights, powers
and remedies given to Landlord by law, and the exercise of one (1) or more
rights or remedies shall not impair Landlord's right to exercise any other right
or remedy.

     (e)  Any amount due from Tenant to Landlord hereunder which is not paid
when due shall bear interest at the lower of eighteen percent (18%) per annum,
or the maximum lawful rate of interest from the due date until paid, unless
otherwise specifically provided herein, but the payment of such interest shall
not excuse or cure any default by Tenant under this Lease. In addition to such
interest: (i) if Basic Rental is not paid within ten (10) days after the same is
due, a late charge equal to ten percent (10%) of the amount overdue or Five
Hundred Dollars ($500.00), whichever is greater, shall be assessed and shall
accrue for each calendar month or part thereof until such rental, including the
late charge, is paid in full, which late charge Tenant hereby agrees is a
reasonable estimate of the damages Landlord shall suffer as a result of Tenant's
late payment; and (ii) an additional charge of Twenty-Five Dollars ($25.00)
shall be assessed for any check given to Landlord by or on behalf of Tenant
which is not honored by the drawee thereof,


                                      -18-

<PAGE>   23

which damages include Landlord's additional administrative and other costs
associated with such late payment and unsatisfied checks, and the parties agree
that it would be impracticable or extremely difficult to fix Landlord's actual
damage in such event. Such charges for interest and late payments and
unsatisfied checks are separate and cumulative and are in addition to and shall
not diminish or represent a substitute for any or all of Landlord's rights or
remedies under any other provision of this Lease.

     (f)  Whether or not Landlord elects to terminate this Lease on account of
any default by Tenant, as set forth in this Article 20, Landlord shall have the
right to terminate any and all subleases, licenses, concessions or other
consensual arrangements for possession entered into by Tenant and affecting the
Premises or may, in Landlord's sole discretion, succeed to Tenant's interest in
such subleases, licenses, concessions or arrangements. In the event of
Landlord's election to succeed to Tenant's interest in any such subleases,
licenses, concessions or arrangements, Tenant shall, as of the date of notice by
Landlord of such election, have no further right to or interest in the rent or
other consideration receivable thereunder.

     (g)  (i)  Landlord shall not be in default under this Lease unless Landlord
fails to perform obligations required of Landlord within sixty (60) days after
written notice is delivered by Tenant to Landlord and to the holder of any
mortgages or deeds of trust (collectively, "Lender") covering the Premises whose
name and address shall have theretofore been furnished to Tenant in writing,
specifying the obligation which Landlord has failed to perform; provided,
however, that if the nature of Landlord's obligation is such that more than
sixty (60) days are required for performance, then Landlord shall not be in
default if Landlord or Lender commences performance within such sixty (60) day
period and thereafter diligently prosecutes the same to completion.

          (ii) In the event of any default, breach or violation of Tenant's
rights under this Lease by Landlord, Tenant's exclusive remedies shall be an
action for specific performance or action for actual damages. Without limiting
any other waiver by Tenant which may be contained in this Lease, Tenant hereby
waives the benefit of any laws granting it the right to perform Landlord's
obligation, or the right to terminate this Lease on account of any Landlord
default.

ARTICLE 21 - Transfer of Landlord's Interest
--------------------------------------------

     In the event of any transfer or termination of Landlord's interest in the
Premises or the Project by sale, assignment, transfer, foreclosure, deed in lieu
of foreclosure, or otherwise, whether voluntary or involuntary, Landlord shall
be automatically relieved of any and all obligations and liabilities on the part
of Landlord from and after the date of such transfer or termination, including
furthermore without limitation the obligation of Landlord under Article 4 above
and California Civil Code 1950.7 to return the security deposit, provided said
security deposit is transferred to said transferee. Tenant agrees to attorn to
the transferee upon any such transfer and to recognize such transferee as the
lessor under this Lease and Tenant shall, within five (5) days after request,
execute such further instruments or assurances as such transferee may reasonably
deem necessary to evidence or confirm such attornment.

ARTICLE 22 - Broker
-------------------

     In connection with this Lease, Tenant warrants and represents that it has
had dealings only with firm(s) set forth in Article 1.H. of the Basic Lease
Provisions and that it knows of no other person or entity who is or might be
entitled to a commission, finder's fee or other like payment in connection
herewith and does hereby indemnify and agree to hold Landlord, its agents,
members, partners, representatives, officers, affiliates, shareholders,
employees, successors and assigns harmless from and against any and all loss,
liability and expenses which Landlord may incur should such warranty and
representation prove incorrect, inaccurate or false.


                                      -19-

<PAGE>   24

ARTICLE 23 - Parking
--------------------

     Tenant shall rent from Landlord, commencing on the Commencement Date, the
number of unreserved parking passes set forth in Article 1.I. of the Basic Lease
Provisions, which parking passes shall pertain to the Project parking facility.
Tenant shall pay to Landlord for automobile parking passes the prevailing rate
charged from time to time at the location of such parking passes. In addition,
Tenant shall be responsible for the full amount of any taxes imposed by any
governmental authority in connection with the renting of such parking passes by
Tenant or the use of the parking facility by Tenant. Tenant's continued right to
use the parking passes is conditioned upon Tenant abiding by all rules and
regulations which are prescribed from time to time for the orderly operation and
use of the parking facility where the parking passes are located, including any
sticker or other identification system established by Landlord, Tenant's
cooperation in seeing that Tenant's employees and visitors also comply with such
rules and regulations, and Tenant not being in default under this Lease.
Landlord specifically reserves the right to change the size, configuration,
design, layout and all other aspects of the Project parking facility at any time
and Tenant acknowledges and agrees that Landlord may, without incurring any
liability to Tenant and without any abatement of rent under this Lease, from
time to time, close-off or restrict access to the Project parking facility for
purposes of permitting or facilitating any such construction, alteration or
improvements. Landlord may delegate its responsibilities hereunder to a parking
operator or a lessee of the parking facility in which case such parking operator
or lessee shall have all the rights of control attributed hereby to the
Landlord. The parking passes rented by Tenant pursuant to this Article 23 are
provided to Tenant solely for use by Tenant's own personnel and such passes may
not be transferred, assigned, subleased or otherwise alienated by Tenant without
Landlord's prior approval. Tenant may validate visitor parking by such method or
methods as the Landlord may establish, at the validation rate from time to time
generally applicable to visitor parking.

ARTICLE 24 - Waiver
-------------------

     No waiver by Landlord of any provision of this Lease shall be deemed to be
a waiver of any other provision hereof or of any subsequent breach by Tenant of
the same or any other provision. No provision of this Lease may be waived by
Landlord, except by an instrument in writing executed by Landlord. Landlord's
consent to or approval of any act by Tenant requiring Landlord's consent or
approval shall not be deemed to render unnecessary the obtaining of Landlord's
consent to or approval of any subsequent act of Tenant, whether or not similar
to the act so consented to or approved. No act or thing done by Landlord or
Landlord's agents during the Term of this Lease shall be deemed an acceptance of
a surrender of the Premises, and no agreement to accept such surrender shall be
valid unless in writing and signed by Landlord. Any payment by Tenant or receipt
by Landlord of an amount less than the total amount then due hereunder shall be
deemed to be in partial payment only thereof and not a waiver of the balance due
or an accord and satisfaction, notwithstanding any statement or endorsement to
the contrary on any check or any other instrument delivered concurrently
therewith or in reference thereto. Accordingly, Landlord may accept any such
amount and negotiate any such check without prejudice to Landlord's right to
recover all balances due and owing and to pursue its other rights against Tenant
under this Lease, regardless of whether Landlord makes any notation on such
instrument of payment or otherwise notifies Tenant that such acceptance or
negotiation is without prejudice to Landlord's rights.

ARTICLE 25 - Estoppel Certificate
---------------------------------

     Tenant shall, at any time and from time to time, upon not less than ten
(10) days' prior written notice from Landlord, execute, acknowledge and deliver
to Landlord a statement in writing certifying the following information (but not
limited to the following information in the event further information is
requested by Landlord): (a) that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of such modification and certifying
that this Lease, as modified, is in full force and effect); (b) the dates to
which the rental and other charges are paid in advance, if any; (c) the amount
of Tenant's security deposit, if any; and (d) acknowledging that there are not,
to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder,
and no events or conditions then in existence which, with the passage of time


                                      -20-

<PAGE>   25

or notice or both, would constitute a default on the part of Landlord hereunder,
or specifying such defaults, events or conditions, if any are claimed. It is
expressly understood and agreed that any such statement may be relied upon by
any prospective purchaser or encumbrancer of all or any portion of the Real
Property. Tenant's failure to deliver such statement within such time shall
constitute an admission by Tenant that all statements contained therein are true
and correct. Tenant agrees to execute all documents required in accordance with
this Article 25 within ten (10) days after delivery of said documents. Tenant
hereby irrevocably appoints Landlord as Tenant's attorney-in-fact and in
Tenant's name, place and stead to execute any and all documents described in
this Article 25 if Tenant fails to do so within the specified time period.

ARTICLE 26 - Liability of Landlord
----------------------------------

     Notwithstanding anything in this Lease to the contrary, any remedy of
Tenant for the collection of a judgment (or other judicial process) requiring
the payment of money by Landlord in the event of any default by Landlord
hereunder or any claim, cause of action, obligation, contractual statutory or
otherwise by Tenant against Landlord concerning, arising out of or relating to
any matter relating to this Lease and all of the covenants and conditions or any
obligations, contractual, statutory, or otherwise set forth herein, shall be
limited solely and exclusively to an amount which is equal to the lesser of (i)
the interest of Landlord in and to the Project, and (ii) the interest Landlord
would have in the Project if the Project were encumbered by third party debt in
an amount equal to ninety percent (90%) of the then current value of the
Property (as such value is reasonably determined by Landlord). No other property
or assets of Landlord, or any member, officer, director, shareholder, partner,
trustee, agent, servant or employee of Landlord ("Representative") shall be
subject to levy, execution or other enforcement procedure for the satisfaction
of Tenant's remedies under or with respect to this Lease, Landlord's obligations
to Tenant, whether contractual, statutory or otherwise, the relationship of
Landlord and Tenant hereunder, or Tenant's use or occupancy of the Premises.
Tenant further understands that any liability, duty or obligation of Landlord to
Tenant shall automatically cease and terminate as of the date that Landlord or
any of Landlord's Representatives no longer have any right, title or interest in
or to the Project. Notwithstanding any contrary provision herein, neither
Landlord nor any Landlord Representative shall be liable under any circumstances
for injury or damage to, or interference with, Tenant's business, including but
not limited to, loss of profits, loss of rents or other revenues, loss of
business opportunity, loss of goodwill or loss of use, in each case, however
occurring.

ARTICLE 27 - Inability To Perform
---------------------------------

     This Lease and the obligations of Tenant hereunder shall not be affected or
impaired because Landlord is unable to fulfill any of its obligations hereunder
or is delayed in doing so, if such inability or delay is caused by reason of any
prevention, delay, stoppage due to strikes, lockouts, acts of God, or any other
cause previously, or at such time, beyond the reasonable control or anticipation
of Landlord (collectively, a "Force Majeure"), and Landlord's obligation under
this Lease shall be forgiven and suspended by any such Force Majeure.

ARTICLE 28 - Hazardous Waste
----------------------------

     (a)  Tenant shall not cause or permit any Hazardous Material (as defined in
Article 28(d) below) to be brought, kept or used in or about the Project by
Tenant, its agents, employees, contractors, or invitees. Tenant indemnifies
Landlord from and against any breach by Tenant of the obligations stated in the
preceding sentence, and agrees to defend and hold Landlord harmless from and
against any and all claims, judgments, damages, penalties, fines, costs,
liabilities, or losses (including, without limitation, diminution in value of
the Project, damages for the loss or restriction or use of rentable or usable
space or of any amenity of the Project, damages arising from any adverse impact
or marketing of space in the Project, and sums paid in settlement of claims,
attorney's fees, consultant fees, and expert fees) which arise during or after
the Term of this Lease as a result of such breach. This indemnification of
Landlord by Tenant includes, without limitation, costs incurred in connection
with any investigation of site conditions or any cleanup, remedial, removal, or
restoration work required by any federal, state, or local governmental agency or
political subdivision because of Hazardous Material present in


                                      -21-

<PAGE>   26

the soil or ground water on or under the Project. Without limiting the
foregoing, if the presence of any Hazardous Material on the Project caused or
permitted by Tenant results in any contamination of the Project and subject to
the provisions of Articles 9, 10 and 11, hereof, Tenant shall promptly take all
actions at its sole expense as are necessary to return the Project to the
condition existing prior to the introduction of any such Hazardous Material and
the contractors to be used by Tenant for such work must be approved by Landlord,
which approval shall not be unreasonably withheld so long as such actions would
not potentially have any material adverse long-term or short-term effect on the
Project and so long as such actions do not materially interfere with the use and
enjoyment of the Project by the other tenants thereof. Tenant's obligations
under this Section 28(a) shall survive the expiration or earlier termination of
this Lease.

     (b)  Intentionally Omitted.

     (c)  It shall not be unreasonable for Landlord to withhold its consent to
any proposed transfer if (i) the proposed transferee's anticipated use of the
Premises involves the generation, storage, use, treatment, or disposal of
Hazardous Material; (ii) the proposed transferee has been required by any prior
landlord, lender, or governmental authority to take remedial action in
connection with Hazardous Material contaminating a property if the contamination
resulted from such transferee's actions or use of the property in question; or
(iii) the proposed transferee is subject to an Enforcement Order issued by any
governmental authority in connection with the use, disposal, or storage of a
Hazardous Material.

     (d)  As used herein, the term "Hazardous Material" means any hazardous or
toxic substance, material, or waste which is or becomes regulated by any local
governmental authority, the State of California or the United States Government.
The term "Hazardous Material" includes, without limitation, any material or
substance which is (i) defined as "Hazardous Waste", "Extremely Hazardous
Waste", or "Restricted Hazardous Waste" under Sections 25115, 25117 or 25122.7,
or listed pursuant to Section 25140 of the California Health and Safety Code,
Division 20, Chapter 6.5 (Hazardous Waste Control Law); (ii) defined as a
"Hazardous Substance" under Section 25316 of the California Health and Safety
Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance
Account Act); (iii) defined as a "Hazardous Material", "Hazardous Substance", or
"Hazardous Waste" under Section 25501 of the California Health and Safety Code,
Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and
Inventory); (iv) defined as a "Hazardous Substance" under Section 25281 of the
California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage
of Hazardous Substances); (v) petroleum; (vi) asbestos; (vii) listed under
Article 9 or defined as "Hazardous" or "Extremely Hazardous" pursuant to Article
11 of Title 22 of the California Administrative Code, Division 4, Chapter 20;
(viii) designated as a "Hazardous Substance" pursuant to Section 311 of the
Federal Water Pollution Control Act (33 U.S.C. Section 1317); (ix) defined as a
"Hazardous Waste" pursuant to Section 1004 of the Federal Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901, et seq. (42 U.S.C. Section 6903); or
(x) defined as a "Hazardous Substance" pursuant to Section 101 of the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
Section 9601, et seq. (42 U.S.C. Section 9601).

         (e) As used herein, the term "laws" means any applicable federal, state
or local law, ordinance, or regulation relating to any Hazardous Material
affecting the Project, including, without limitation, the laws, ordinances, and
regulations referred to in Article 28(d) above.

ARTICLE 29 - Surrender of Premises: Removal of Property
-------------------------------------------------------

     (a)  The voluntary or other surrender of this Lease by Tenant to Landlord,
or a mutual termination hereof, shall not work a merger, and shall at the option
of Landlord, operate as an assignment to it of any or all subleases or
subtenancies affecting the Premises.

     (b)  Upon the expiration of the Term of this Lease, or upon any earlier
termination of this Lease, Tenant shall quit and surrender possession of the
Premises to Landlord in as good order and condition as the same are now and
hereafter may be improved by Landlord or Tenant, reasonable wear and tear and
repairs which are Landlord's obligation excepted, and shall, without


                                      -22-

<PAGE>   27

expense to Landlord, remove or cause to be removed from the Premises all debris
and rubbish, all furniture, equipment, business and trade fixtures,
free-standing cabinet work, moveable partitioning, telephone and data cabling
and other articles of personal property owned by Tenant or installed or placed
by Tenant at its own expense in the Premises, and all similar articles of any
other persons claiming under Tenant unless Landlord exercises its option to have
any subleases or subtenancies assigned to it, and Tenant shall repair all damage
to the Premises resulting from the installation and removal of such items to be
removed.

     (c)  Whenever Landlord shall re-enter the Premises as provided in Article
12 hereof, or as otherwise provided in this Lease, any property of Tenant not
removed by Tenant upon the expiration of the Term of this Lease (or within
forty-eight (48) hours after a termination by reason of Tenant's default), as
provided in this Lease, shall be considered abandoned, and Landlord may remove
any or all of such items and dispose of the same in any manner or store the same
in a public warehouse or elsewhere for the account and at the expense and risk
of Tenant, and if Tenant shall fail to pay the cost of storing any such property
after it has been stored for a period of ninety (90) days or more, Landlord may
sell any or all of such property at public or private sale, in such manner and
at such times and places as Landlord, in its sole discretion, may deem proper,
without notice or to demand upon Tenant, for the payment of all or any part of
such charges or the removal of any such property, and shall apply the proceeds
of such sale as follows: first, to the cost and expense of such sale, including
reasonable attorney's fees for services rendered; second, to the payment of the
cost of or charges for storing any such property; third, to the payment of any
other sums of money which may then or thereafter be due to Landlord from Tenant
under any of the terms hereof; and fourth, the balance, if any, to Tenant.

     (d)  All fixtures, Alterations and/or appurtenances attached to or built
into the Premises prior to or during the Term of the Lease, whether by Landlord
or Tenant and whether at the expense of Landlord or Tenant, or of both, shall be
and remain part of the Premises and shall not be removed by Tenant at the end of
the Term unless otherwise expressly provided for in this Lease or unless such
removal is required by Landlord. Such fixtures, leasehold improvements,
Alterations, additions, improvements and/or appurtenances shall include, but not
be limited to all floor coverings, drapes, paneling, built-in cabinetry,
molding, doors, vaults (including vault doors), plumbing systems, security
systems, electrical systems, lighting systems, silencing equipment,
communication systems, all fixtures and outlets for the systems mentioned above
and for all telephone, radio, telegraph and television purposes, and any special
flooring or ceiling installations. Notwithstanding the foregoing, Tenant shall
remove all of Tenant's equipment and trade fixtures on or before the expiration
or earlier termination of this Lease, and shall repair all damage caused by such
removal.

ARTICLE 30 - Miscellaneous
--------------------------

     (a)  Severability; Entire Agreement. Any provision of this Lease which
shall prove to be invalid, void, or illegal shall in no way affect, impair or
invalidate any other provision hereof, and any such other provisions shall
remain in full force and effect. This Lease and the exhibits and any Addendum
attached hereto constitute the entire agreement between the parties hereto with
respect to the subject matter hereof, and no prior agreement or understanding
pertaining to any such matter shall be effective for any purpose. No provision
of this Lease may be amended or supplemented except by an agreement in writing
signed by the parties hereto or their successor-in-interest.

     (b)  Attorney's Fees; Waiver of Jury Trial.

          (i)  In any action to enforce the terms of this Lease, including any
suit by Landlord for the recovery of rent or possession of the Premises, the
losing party shall pay the successful party a reasonable sum for attorney's fees
in such suit and such attorney's fees shall be deemed to have accrued prior to
the commencement of such action and shall be paid whether or not such action is
prosecuted to judgment.

          (ii) Should Landlord, without fault on Landlord's part, be made a
party to any litigation instituted by Tenant or by any third party against
Tenant, or by or against any person


                                      -23-

<PAGE>   28

holding under or using the Premises by license of Tenant, or for the foreclosure
of any lien for labor or material furnished to or for Tenant or any such other
person or otherwise arising out of or resulting from any act or transaction of
Tenant or of any such other person, Tenant covenants to save and hold Landlord
harmless from any judgment rendered against Landlord or the Premises or any part
thereof and from all costs and expenses, including reasonable attorney's fees
incurred by Landlord in connection with such litigation.

          (iii) When legal services are rendered by an attorney at law who is an
employee of a party, attorney's fees incurred by that party shall be deemed to
include an amount based upon the number of hours spent by such employee on such
matters multiplied by an appropriate billing rate determined by taking into
consideration the same factors, including but not limited by, the importance of
the matter, time applied, difficulty and results, as are considered when an
attorney not in the employ of a party is engaged to render such service.

          (iv) EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION SEEKING SPECIFIC PERFORMANCE OF ANY PROVISION OF THIS LEASE, FOR DAMAGES
FOR ANY BREACH UNDER THIS LEASE, OR OTHERWISE FOR ENFORCEMENT OF ANY RIGHT OR
REMEDY HEREUNDER.

     (c)  Time of Essence. Each of Tenant's covenants herein is a condition, and
time is of the essence with respect to the performance of every provision of
this Lease.

     (d)  Headings; Joint and Several. The article headings contained in this
Lease are for convenience only and do not in any way limit or amplify any term
or provision hereof. The terms "Landlord" and "Tenant" as used herein shall
include the plural as well as the singular, the neuter shall include the
masculine and feminine genders and the obligations herein imposed upon Tenant
shall be joint and several as to each of the persons, firms or corporations of
which Tenant may be composed.

     (e)  Reserved Area. Tenant hereby acknowledges and agrees that the exterior
walls of the Premises and the area between the finished ceiling of the Premises
and the slab of the floor of the Project thereabove have not been demised
hereby, and the use thereof, together with the right to install, maintain, use,
repair and replace pipes, ducts, conduits and wires leading through, under or
above the Premises in locations which will not materially interfere with
Tenant's use of the Premises and serving other parts of the Project, are hereby
excepted and reserved unto Landlord.

     (f)  No Option. The submission of this Lease by Landlord, its agent or
representative for examination or execution by Tenant does not constitute an
option or offer to Lease the Premises upon the terms and conditions contained
herein or a reservation of the Premises in favor of Tenant, it being intended
hereby that this Lease shall only become effective upon the execution hereof by
Landlord and delivery of a fully executed lease to Tenant.

     (g)  Use of Project Name; Improvements. Tenant shall not be allowed to use
the name, picture or representation of the Project, or words to that effect, in
connection with any business carried on in the Premises or otherwise (except at
Tenant's address) without the prior written consent of Landlord. In the event
that Landlord undertakes any additional improvements on the Real Property,
including but not limited to new construction or renovation or additions to the
existing improvements, Landlord shall not be liable to Tenant for any noise,
dust, vibration or interference with access to the Premises or disruption in
Tenant's business caused thereby.

     (h)  Rules and Regulations. Tenant shall observe faithfully and comply
strictly with the Rules and Regulations attached to this Lease as Exhibit "B"
and made a part hereof, and such other rules and regulations as Landlord may
from time to time reasonably adopt for the safety, care and cleanliness of the
Project, the facilities thereof, or the preservation of good order therein.
Landlord shall not be liable to Tenant for violation of any such rules and
regulations, or for the breach of any covenant or condition in any Lease by any
other tenant in the Project. A waiver


                                      -24-

<PAGE>   29

by Landlord of any rule or regulation for any other tenant shall not constitute
nor be deemed a waiver of the rules or regulations for this Tenant.

     (i)  Quiet Possession. Upon Tenant's paying the Basic Rent, Additional Rent
and other sums provided hereunder and observing and performing all of the
covenants, conditions and provisions on Tenant's part to be observed and
performed hereunder, Tenant shall have quiet possession of the Premises for the
entire Term hereof, subject to all of the provisions of this Lease.

     (j)  Rent. All payments required to be made hereunder to Landlord shall be
deemed to be rent, whether or not described as such.

     (k)  Successors and Assigns. Subject to the provisions of Article 15
hereof, all of the covenants, conditions and provisions of this Lease shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and assigns.

     (l)  Notices. Any notice required or permitted to be given hereunder shall
be in writing and may be given by personal service evidenced by a signed receipt
or sent by registered or certified mail, return receipt requested, or via
overnight courier, and shall be effective upon proof of delivery, addressed to
Tenant at the Premises or to Landlord at the management office for the Project,
with a copy to Landlord, c/o Arden Realty, Inc., 11601 Wilshire Boulevard, Los
Angeles, California 90025, Attn: Legal Department. Either party may by notice to
the other specify a different address for notice purposes except that, upon
Tenant's taking possession of the Premises, the Premises shall constitute
Tenant's address for notice purposes. A copy of all notices to be given to
Landlord hereunder shall be concurrently transmitted by Tenant to such party
hereafter designated by notice from Landlord to Tenant. Any notices sent by
Landlord regarding or relating to eviction procedures, including without
limitation three day notices, may be sent by regular mail.

     (m)  Persistent Delinquencies. In the event that Tenant shall be delinquent
by more than fifteen (15) days in the payment of rent on three (3) separate
occasions in any twelve (12) month period, Landlord shall have the right to
terminate this Lease by thirty (30) days' written notice given by Landlord to
Tenant within thirty (30) days of the last such delinquency.

     (n)  Right of Landlord to Perform. All covenants and agreements to be
performed by Tenant under any of the terms of this Lease shall be performed by
Tenant at Tenant's sole cost and expense and without any abatement of rent. If
Tenant shall fail to pay any sum of money, other than rent, required to be paid
by it hereunder or shall fail to perform any other act on its part to be
performed hereunder, and such failure shall continue beyond any applicable cure
period set forth in this Lease, Landlord may, but shall not be obligated to,
without waiving or releasing Tenant from any obligations of Tenant, make any
such payment or perform any such other act on Tenant's part to be made or
performed as is in this Lease provided. All sums so paid by Landlord and all
reasonable incidental costs, together with interest thereon at the rate of ten
percent (10%) per annum from the date of such payment by Landlord, shall be
payable to Landlord on demand, and Tenant covenants to pay any such sums, and
Landlord shall have (in addition to any other right or remedy of Landlord) the
same rights and remedies in the event of the non-payment thereof by Tenant as in
the case of default by Tenant in the payment of the rent.

     (o)  Access, Changes in Project, Facilities, Name.

          (i)  Every part of the Project except the inside surfaces of all
walls, windows and doors bounding the Premises (including exterior building
walls, core corridor walls and doors and any core corridor entrance), and any
space in or adjacent to the Premises used for shafts, stacks, pipes, conduits,
fan rooms, ducts, electric or other utilities, sinks or other building
facilities, and the use thereof, as well as access thereto through the Premises
for the purposes of operation, maintenance, decoration and repair, are reserved
to Landlord.


                                      -25-

<PAGE>   30

          (ii) Tenant shall permit Landlord to install, use and maintain pipes,
ducts and conduits within the walls, columns and ceilings of the Premises.

          (iii) Landlord reserves the right, without incurring any liability to
Tenant therefor, to make such changes in or to the Project and the fixtures and
equipment thereof, as well as in or to the street entrances, halls, passages,
elevators, stairways and other improvements thereof, as it may deem necessary or
desirable.

          (iv) Landlord may adopt any name for the Project, and Landlord
reserves the right to change the name or address of the Project at any time.

     (p)  Signing Authority. If Tenant is a corporation, partnership or limited
liability company, each individual executing this Lease on behalf of said entity
represents and warrants that this Lease is binding upon said entity in
accordance with its terms, and that he or she is duly authorized to execute and
deliver this Lease on behalf of said entity in accordance with: (i) if Tenant is
a corporation, a duly-adopted resolution of the Board of Directors of said
corporation or in accordance with the by-laws of said corporation, (ii) if
Tenant is a partnership, the terms of the partnership agreement, and (iii) if
Tenant is a limited liability company, the terms of its operating agreement.
Concurrently with Tenant's execution of this Lease, Tenant shall provide to
Landlord a copy of: (a) if Tenant is a corporation, such resolution of the Board
of Directors authorizing the execution of this Lease on behalf of such
corporation, which copy of resolution shall be duly certified by the secretary
or an assistant secretary of the corporation to be a true copy of a resolution
duly adopted by the Board of Directors of said corporation and shall be in the
form of Exhibit "E" or in some other form reasonably acceptable to Landlord, (b)
if Tenant is a partnership, a copy of the provisions of the partnership
agreement granting the requisite authority to each individual executing this
Lease on behalf of said partnership, and (c) if Tenant is a limited liability
company, a copy of the provisions of its operating agreement granting the
requisite authority to each individual executing this Lease on behalf of said
limited liability company. In the event Tenant fails to comply with the
requirements set forth in this Subparagraph (p), then each individual executing
this Lease shall be personally liable for all of Tenant's obligations in this
Lease.

     (q)  Identification of Tenant.

          (i)  If Tenant constitutes more than one person or entity, (A) each of
them shall be jointly and severally liable for the keeping, observing and
performing of all of the terms, covenants, conditions and provisions of this
Lease to be kept, observed and performed by Tenant, (B) the term "Tenant" as
used in this Lease shall mean and include each of them jointly and severally,
and (C) the act of or notice from, or notice or refund to, or the signature of
any one (1) or more of them, with respect to the tenancy of this Lease,
including, but not limited to, any renewal, extension, expiration, termination
or modification of this Lease, shall be binding upon each and all of the persons
or entities executing this Lease as Tenant with the same force and effect as if
each and all of them had so acted or so given or received such notice or refund
or so signed.

          (ii) If Tenant is a partnership (or is comprised of two or more
persons, individually and as co-partners of a partnership) or if Tenant's
interest in this Lease shall be assigned to a partnership (or to two (2) or more
persons, individually and as co-partners of a partnership) pursuant to Article
15 hereof (any such partnership and such persons hereinafter referred to in this
Article 30(q)(ii) as "Partnership Tenant"), the following provisions of this
Lease shall apply to such Partnership Tenant:

               (A)  The liability of each of the parties comprising Partnership
Tenant shall be joint and several.

               (B)  Each of the parties comprising Partnership Tenant hereby
consents in advance to, and agrees to be bound by, any written instrument which
may hereafter be executed, changing, modifying or discharging this Lease, in
whole or in part, or surrendering all or any part of the Premises to the
Landlord, and by notices, demands, requests or other


                                      -26-

<PAGE>   31

communication which may hereafter be given, by Partnership Tenant or any of the
parties comprising Partnership Tenant or by the individual or individuals
authorized to execute this Lease on behalf of Partnership Tenant under
Subparagraph (p) above.

               (C)  Any bills, statements, notices, demands, requests or other
communications given or rendered to Partnership Tenant or to any of the parties
comprising Partnership Tenant shall be deemed given or rendered to Partnership
Tenant and to all such parties and shall be binding upon Partnership Tenant and
all such parties.

               (D)  If Partnership Tenant admits new partners, all of such new
partners shall, by their admission to Partnership Tenant, be deemed to have
assumed performance of all of the terms, covenants and conditions of this Lease
on Tenant's part to be observed and performed.

               (E)  Partnership Tenant shall give prompt notice to Landlord of
the admission of any such new partners, and, upon demand of Landlord, shall
cause each such new partner to execute and deliver to Landlord an agreement in
form satisfactory to Landlord, wherein each such new partner shall assume
performance of all of the terms, covenants and conditions of this Lease on
Partnership Tenant's part to be observed and performed (but neither Landlord's
failure to request any such agreement nor the failure of any such new partner to
execute or deliver any such agreement to Landlord shall terminate the provisions
of clause (D) of this Article 30(q)(ii) or relieve any such new partner of
his/her obligations thereunder).

     (r)  Substitute Premises. Landlord shall have the right at any time during
the Term hereof, upon giving Tenant not less than sixty (60) days' prior notice,
to provide and furnish Tenant with space elsewhere in the Project of
approximately the same size as the Premises and remove and place Tenant in such
space, with Landlord to pay all reasonable costs and expenses incurred as a
result of such movement to new space (e.g., reasonable cost to change Tenant's
stationary, moving expenses, reasonable costs of changing Tenant's signage on
the entrance to the Premises, the cost of similar tenant improvements). If
Landlord moves Tenant to such new space, this Lease and each and all of its
terms, covenants and conditions shall remain in full force and effect and shall
be deemed applicable to such new space and such new space shall thereafter be
deemed to be the "Premises" as though Landlord and Tenant had entered into an
express written amendment of this Lease with respect thereto.

     (s)  Survival of Obligations. Any obligations of Tenant occurring prior to
the expiration or earlier termination of this Lease shall survive such
expiration or earlier termination.

     (t)  Confidentiality. Tenant acknowledges that the content of this Lease
and any related documents are confidential information. Except as required by
applicable law, Tenant shall keep such confidential information strictly
confidential and shall not disclose such confidential information to any person
or entity other than Tenant's financial, legal and space planning consultants
and any proposed lenders, investors, subtenants or assignees.

     (u)  Governing Law. This Lease shall be governed by and construed in
accordance with the laws of the State of California. No conflicts of law rules
of any state or country (including, without limitation, California conflicts of
law rules) shall be applied to result in the application of any substantive or
procedural laws of any state or country other than California. All
controversies, claims, actions or causes of action arising between the parties
hereto and/or their respective successors and assigns shall be brought, heard
and adjudicated by the courts of the State of California, with venue in the
County of Los Angeles. Each of the parties hereto hereby consents to personal
jurisdiction by the courts of the State of California in connection with any
such controversy, claim, action or cause of action, and each of the parties
hereto consents to service of process by any means authorized by California law
and consent to the enforcement of any judgment so obtained in the courts of the
State of California on the same terms and conditions as if such controversy,
claim, action or cause of action had been originally heard and adjudicated to a
final judgment in such courts. Each of the parties hereto further acknowledges
that the laws and courts of California were freely and voluntarily chosen to
govern this Lease and to adjudicate any claims or disputes hereunder.


                                      -27-

<PAGE>   32

     (v)  Exhibits and Addendum. The Exhibits and Addendum, if applicable,
attached hereto are incorporated herein by this reference as if fully set forth
herein.

     (w)  Financial Statements. Tenant shall, when requested by Landlord from
time to time, furnish a true and correct audited financial statement of its
financial condition prepared in conformity with generally accepted accounting
principles and in a form reasonably satisfactory to Landlord.

ARTICLE 31 - Signage/Directory
------------------------------

     Provided Tenant is not in default hereunder, Tenant, at Landlord's sole
cost and expense, shall have the right to one (1) line in the lobby directory
during the Lease Term.

ARTICLE 32 - Early Termination
------------------------------

     Notwithstanding anything contained to the contrary in this Lease, Tenant
shall have the right to terminate this Lease effective as of the expiration of
the twenty-fourth (24th) month of the Lease Term (the "Early Expiration Date"),
provided that: (i) Tenant shall give Landlord written notice ("Cancellation
Notice") at least eight (8) months prior to the Early Expiration Date that
Tenant is exercising its rights to terminate this Lease and specifying the Early
Expiration Date; (ii) at both the time Tenant gives the Cancellation Notice and
as of the Early Expiration Date, Tenant shall not be in default under this Lease
and no situation exists which with the passage of time or the giving of notice
(or both) could constitute a default under this Lease; and (iii) the
Cancellation Notice shall be accompanied by a payment (the "Early Expiration
Payment"), without set-off or deduction, equal to one (1) month's monthly Basic
Rental payable as of the Early Expiration Date. Notwithstanding the foregoing,
there shall be no Early Expiration Payment in the event that, in connection with
such termination, Tenant and Landlord (or Landlord's affiliate) have executed
and delivered a new lease in a building owned by Landlord or Landlord's
affiliate for premises consisting of a greater number of rentable square feet
than the Premises.

     IN WITNESS WHEREOF, the parties have executed this Lease, consisting of the
foregoing provisions and Articles, including all exhibits and other attachments
referenced therein, as of the date first above written.

"TENANT"                                  "LANDLORD"

STANFORD MICRODEVICES, a Delaware         ARDEN REALTY LIMITED PARTNERSHIP,
corporation                               a Maryland limited partnership

By: /s/ JOHN OCAMPO                       By: ARDEN REALTY, INC.,
   -----------------------------------        a Maryland corporation
   Name:  John Ocampo                         Its: Sole General Partner
   Title: President                           /s/ Signature Illegible

By: /s/ SUSAN OCAMPO
   -----------------------------------
   Name: Susan Ocampo
   Title: Secretary
                                          By: /s/ ANDREW J. SOBEL
                                             -----------------------------------
                                             Name: Andrew J. Sobel
                                             Title: Exec. V.P. and
                                             Assistant Secretary


                                      -28-

<PAGE>   33

                                   EXHIBIT "A"
                                   -----------

                                    PREMISES

                                 [GRAPH OMITTED]


                                       -1-

<PAGE>   34

                                   EXHIBIT "B"
                                   -----------

                              RULES AND REGULATIONS

     1.   No sign, advertisement or notice shall be displayed, printed or
affixed on or to the Premises or to the outside or inside of the Project or so
as to be visible from outside the Premises or Project without Landlord's prior
written consent. Landlord shall have the right to remove any non-approved sign,
advertisement or notice, without notice to and at the expense of Tenant, and
Landlord shall not be liable in damages for such removal. All approved signs or
lettering on doors and walls shall be printed, painted, affixed or inscribed at
the expense of Tenant by Landlord or by a person selected by Landlord and in a
manner and style acceptable to Landlord.

     2.   Tenant shall not obtain for use on the Premises ice, waxing, cleaning,
interior glass polishing, rubbish removal, towel or other similar services, or
accept barbering or boot-blackening, or coffee cart services on the Premises,
except from persons authorized by Landlord and at the hours and under
regulations fixed by Landlord. No vending machines or machines of any
description shall be installed, maintained or operated upon the Premises without
Landlord's prior written consent.

     3.   The sidewalks, hall, passages, exits, entrances, elevators and
stairways shall not be obstructed by Tenant or used for any purpose other than
for ingress and egress from Tenant's Premises. Under no circumstances is trash
to be stored in the corridors. Notice must be given to Landlord for any large
deliveries. Furniture, freight and other large or heavy articles, and all other
deliveries may be brought in to the Project only at times and in the manner
designated by Landlord, and always at Tenant's sole responsibility and risk.
Landlord may impose reasonable charges for use of freight elevators after or
before normal business hours. All damage done to the Project by moving or
maintaining such furniture, freight or articles shall be repaired by Landlord at
Tenant's expense. Tenant shall not take or permit to be taken in or out of
entrances or passenger elevators of the Project, any item normally taken, or
which Landlord otherwise reasonably requires to be taken, in or out through
services doors or on freight elevators. Tenant shall move all supplies,
furniture and equipment as soon as received directly to the Premises, and shall
move all waste that is at any time being taken from the Premises directly to the
areas designated for disposal.

     4.   Toilet rooms, toilets, urinals, wash bowls and other apparatus shall
not be used for any purpose other than for which they were constructed and no
foreign substance of any kind whatsoever shall be thrown therein, and the
expense of any breakage, stoppage or damage resulting from the violation of this
rule shall be borne by the Tenant whether caused by Tenant or caused by Tenant's
employees or invitees.

     5.   Tenant shall not overload the floor of the Premises or mark, drive
nails, screw or drill into the partitions, ceilings or floor or in any way
deface the Premises. Tenant shall not place typed, handwritten or computer
generated signs in the corridors or any other common areas. Should there be a
need for signage additional to the Project standard tenant placard, a written
request shall be made to Landlord to obtain approval prior to any installation.
All costs for said signage shall be Tenant's responsibility.

     6.   In no event shall Tenant place a load upon any floor of the Premises
or portion of any such flooring exceeding the floor load per square foot of area
for which such floor is designed to carry and which is allowed by law, or any
machinery or equipment which shall cause excessive vibration to the Premises or
noticeable vibration to any other part of the Project. Prior to bringing any
heavy safes, vaults, large computers or similarly heavy equipment into the
Project, Tenant shall inform Landlord in writing of the dimensions and weights
thereof and shall obtain Landlord's consent thereto, which consent Landlord
shall have the right to deny. Such consent shall not constitute a representation
or warranty by Landlord that the safe, vault or other equipment complies, with
regard to distribution of weight and/or vibration, with the provisions of this
Rule 6 nor relieve Tenant from responsibility for the consequences of such
noncompliance, and any such safe, vault or other equipment which Landlord
determines to constitute a danger of damage


                                       -1-

<PAGE>   35

to the Project or a nuisance to other Tenants, either alone or in combination
with other heavy and/or vibrating objects and equipment, shall be promptly
removed by Tenant, at Tenant's cost, upon Landlord's written notice of such
determination and demand for removal thereof.

     7.   Tenant shall not use or keep in the Premises or Project any kerosene,
gasoline or inflammable, explosive or combustible fluid or material, or use any
method of heating or air conditioning other than that supplied by Landlord.

     8.   Tenant shall not lay linoleum, tile, carpet or other similar floor
covering so that the same shall be affixed to the floor of the Premises in any
manner except as approved by Landlord.

     9.   Tenant shall not install or use any blinds, shades, awnings or screens
in connection with any window or door of the Premises and shall not use any
drape or window covering facing any exterior glass surface other than the
standard drapes, blinds or other window covering established by Landlord.

     10.  Tenant shall cooperate with Landlord in obtaining maximum
effectiveness of the cooling system by closing window coverings when the sun's
rays fall directly on windows of the Premises. Tenant shall not obstruct, alter,
or in any way impair the efficient operation of Landlord's heating, ventilating
and air-conditioning system. Tenant shall not tamper with or change the setting
of any thermostats or control valves.

     11.  The Premises shall not be used for manufacturing or for the storage of
merchandise except as such storage may be incidental to the permitted use of the
Premises. Tenant shall not, without Landlord's prior written consent, occupy or
permit any portion of the Premises to be occupied or used for the manufacture or
sale of liquor or tobacco in any form, or a barber or manicure shop, or as an
employment bureau. The Premises shall not be used for lodging or sleeping or for
any improper, objectionable or immoral purpose. No auction shall be conducted on
the Premises.

     12.  Tenant shall not make, or permit to be made, any unseemly or
disturbing noises, or disturb or interfere with occupants of Project or
neighboring buildings or premises or those having business with it by the use of
any musical instrument, radio, phonographs or unusual noise, or in any other
way.

     13.  No bicycles, vehicles or animals of any kind shall be brought into or
kept in or about the Premises, and no cooking shall be done or permitted by any
tenant in the Premises, except that the preparation of coffee, tea, hot
chocolate and similar items for tenants, their employees and visitors shall be
permitted. No tenant shall cause or permit any unusual or objectionable odors to
be produced in or permeate from or throughout the Premises. The foregoing
notwithstanding, Tenant shall have the right to use a microwave and to heat
microwavable items typically heated in an office. No hot plates, toasters,
toaster ovens or similar open element cooking apparatus shall be permitted in
the Premises.

     14.  The sashes, sash doors, skylights, windows and doors that reflect or
admit light and air into the halls, passageways or other public places in the
Project shall not be covered or obstructed by any tenant, nor shall any bottles,
parcels or other articles be placed on the window sills.

     15.  No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any tenant, nor shall any changes be made in existing
locks or the mechanisms thereof unless Landlord is first notified thereof, gives
written approval, and is furnished a key therefor. Each tenant must, upon the
termination of his tenancy, give to Landlord all keys and key cards of stores,
offices, or toilets or toilet rooms, either furnished to, or otherwise procured
by, such tenant, and in the event of the loss of any keys so furnished, such
tenant shall pay Landlord the cost of replacing the same or of changing the lock
or locks opened by such lost key if Landlord shall deem it necessary to make
such change. Upon Tenant's request, Landlord shall provide to Tenant the number
of keys requested by Tenant for the Premises, provided that Tenant pays to


                                       -2-

<PAGE>   36

Landlord the standard charge imposed by Landlord for furnishing any such keys to
Tenant. Tenant shall not key or re-key any locks. All locks shall be keyed by
Landlord's locksmith only.

     16.  Landlord shall have the right to prohibit any advertising by any
tenant which, in Landlord's opinion, tend to impair the reputation of the
Project or its desirability as an office building and upon written notice from
Landlord any tenant shall refrain from and discontinue such advertising.

     17.  Landlord reserves the right to control access to the Project by all
persons after reasonable hours of generally recognized business days and at all
hours on Sundays and legal holidays. Each tenant shall be responsible for all
persons for whom he requests after hours access and shall be liable to Landlord
for all acts of such persons. Landlord shall have the right from time to time to
establish reasonable rules pertaining to freight elevator usage, including the
allocation and reservation of such usage for tenants' initial move-in to their
premises, and final departure therefrom.

     18.  Any person employed by any tenant to do janitorial work shall, while
in the Project and outside of the Premises, be subject to and under the control
and direction of the Office of the Project or its designated representative such
as security personnel (but not as an agent or servant of Landlord, and the
tenant shall be responsible for all acts of such persons).

     19.  All doors opening onto public corridors shall be kept closed, except
when being used for ingress and egress. Tenant shall cooperate and comply with
any reasonable safety or security programs, including fire drills and air raid
drills, and the appointment of "fire wardens" developed by Landlord for the
Project, or required by law. Before leaving the Premises unattended, Tenant
shall close and securely lock all doors or other means of entry to the Premises
and shut off all lights and water faucets in the Premises.

     20.  The requirements of tenants will be attended to only upon application
to the Office of the Project.

     21.  Canvassing, soliciting and peddling in the Project are prohibited and
each tenant shall cooperate to prevent the same.

     22.  All office equipment of any electrical or mechanical nature shall be
placed by tenants in the Premises in settings approved by Landlord, to absorb or
prevent any vibration, noise or annoyance.

     23.  No air conditioning unit or other similar apparatus shall be installed
or used by any tenant without the prior written consent of Landlord. Tenant
shall pay the cost of all electricity used for air conditioning in the Premises
if such electrical consumption exceeds normal office requirements, regardless of
whether additional apparatus is installed pursuant to the preceding sentence.

     24.  There shall not be used in any space, or in the public halls of the
Project, either by any tenant or others, any hand trucks except those equipped
with rubber tires and side guards.

     25.  All electrical ceiling fixtures hung in offices or spaces along the
perimeter of the Project must be florescent and/or of a quality, type, design
and bulb color approved by Landlord. Tenant shall not permit the consumption in
the Premises of more than 2 1/2 watts per net usable square foot in the Premises
in respect of office lighting nor shall Tenant permit the consumption in the
Premises of more than one and one-half (1 1/2) watts per net usable square foot
of space in the Premises in respect of the power outlets therein, at any one
time. In the event that such limits are exceeded, Landlord shall have the right
to require Tenant to remove any lighting fixtures and equipment as it deems
necessary and/or to charge Tenant for the cost of the additional electricity
consumed.


                                       -3-

<PAGE>   37

     26.  Parking

          (a)  Attended garage hours shall be 7:00 a.m. to 7:00 p.m., Monday
through Friday, and closed on weekends, state and federal holidays excepted, as
revised from time to time by Landlord. [Note: The parking garage is accessible
twenty-four (24) hours a day, seven (7) days a week.]

          (b)  Automobiles must be parked entirely within the stall lines on the
floor.

          (c)  All directional signs and arrows must be observed.

          (d)  The speed limit shall be five (5) miles per hour.

          (e)  Parking is prohibited in areas not striped for parking.

          (f)  Parking cards or any other device or form of identification
supplied by Landlord (or its operator) shall remain the property of Landlord (or
its operator). Such parking identification device must be displayed as requested
and may not be mutilated in any manner. The serial number of the parking
identification device may not be obliterated. Devices are not transferable or
assignable and any device in the possession of an unauthorized holder will be
void. There will be a replacement charge to the Tenant or person designated by
Tenant of Twenty-Five Dollars ($25.00) for loss of any parking card. There shall
be a security deposit of Twenty-Five Dollars ($25.00) due at issuance for each
card key issued to Tenant.

          (g)  The monthly rate for parking is payable one (1) month in advance
and must be paid by the third business day of each month. Failure to do so will
automatically cancel parking privileges and a charge at the prevailing daily
rate will be due. No deductions or allowances from the monthly rate will be made
for days parker does not use Parking Facilities.

          (h)  Tenant may validate visitor parking by such method or methods as
the Landlord may approve, at the validation rate from time to time generally
applicable to visitor parking.

          (i)  Landlord (and its operator) may refuse to permit any person who
violates the within rules to park in the garage, and any violation of the rules
shall subject the automobile to removal from the garage at the parker's expense.
In either of said events, Landlord (or its operator) shall refund a pro rata
portion of the current monthly parking rate and the sticker or any other form of
identification supplied by Landlord (or its operator) will be returned to
Landlord (or its operator).

          (j)  Garage managers or attendants are not authorized to make or allow
any exceptions to these Rules and Regulations.

          (k)  All responsibility for any loss or damage to automobiles or any
personal property therein is assumed by the parker.

          (l)  Loss or theft of parking identification devices from automobiles
must be reported to the garage manager immediately, and a lost or stolen report
must be filed by the parker at that time.

          (m)  The Parking facilities are for the sole purpose of parking one
automobile per space. Washing, waxing, cleaning or servicing of any vehicles by
the parker or his agents is prohibited.

          (n)  Landlord (and its operator) reserves the right to refuse the
issuance of monthly stickers or other parking identification devices to any
Tenant and/or its employees who refuse to comply with the above Rules and
Regulations and all posted and unposted City, State or Federal ordinances, laws
or agreements.

          (o)  Tenant agrees to acquaint all employees with these Rules and
Regulations.


                                       -4-

<PAGE>   38

                                   EXHIBIT "C"
                                   -----------

                           NOTICE OF LEASE TERM DATES

TO:                                               DATE:
   --------------------------                          -------------------------

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

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

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

RE:  Lease dated ___________, 19___, between ARDEN REALTY LIMITED PARTNERSHIP, a
     Maryland limited partnership ("Landlord"), and ____________________________
     ("Tenant"), concerning Suite ______, located at___________________________.

Gentlemen:

In accordance with the Lease, Landlord wishes to advise and/or confirm the
following:

     1.   That the Premises have been accepted herewith by the Tenant as being
substantially complete in accordance with the Lease and that there is no
deficiency in construction.

     2.   That the Tenant has taken possession of the Premises and acknowledges
that under the provisions of the Lease the term of said Lease shall commence as
of ______________ for a term of ___________________ ending on _________________.

     3.   That in accordance with the Lease, Basic Rental commenced to accrue on
_________________.

     4.   If the Commencement Date of the Lease is other than the first day of
the month, the first billing will contain a pro rata adjustment. Each billing
thereafter shall be for the full amount of the monthly installment as provided
for in said Lease.

     5.   Rent is due and payable in advance on the first day of each and every
month during the term of said Lease. Your rent checks should be made payable to
______________________________________.

     6.   The exact number of rentable square feet within the Premises is
_______________ square feet.

     7.   Tenant's Proportionate Share, as adjusted based upon the exact number
of rentable square feet within the Premises is __________%.

AGREED TO AND ACCEPTED:

TENANT:


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

By:
   ------------------------------

Its:
    -----------------------------


                                       -1-

<PAGE>   39

                                   EXHIBIT "D"
                                   -----------

                               TENANT WORK LETTER

     This Tenant Work Letter shall set forth the terms and conditions relating
to the renovation of the tenant improvements in the Premises. This Tenant Work
Letter is essentially organized chronologically and addresses the issues of the
renovation of the Premises, in sequence, as such issues will arise.

                                    SECTION 1
                                    ---------

                 LANDLORD'S INITIAL CONSTRUCTION IN THE PREMISES
                 -----------------------------------------------

     Landlord has constructed, at its sole cost and expense, the base, shell and
core (i) of the Premises, and (ii) of the floor of the Project on which the
Premises is located (collectively, the "Base, Shell and Core"). Tenant has
inspected and hereby approves the condition of the Base, Shell and Core, and
agrees that the Base, Shell and Core shall be delivered to Tenant in its current
"as-is" condition. The improvements to be initially installed in the Premises
shall be designed and constructed pursuant to this Tenant Work Letter. Any costs
of initial design and construction of any improvements to the Premises shall be
a "Tenant Improvement Allowance Item", as that term is defined in Section 2.2 of
this Tenant Work Letter.

                                    SECTION 2
                                    ---------

                               TENANT IMPROVEMENTS
                               -------------------

     2.1  Tenant Improvement Allowance. Tenant shall be entitled to a one-time
tenant improvement allowance (the "Tenant Improvement Allowance") in the amount
of $13,045.00 calculated based on $5.00 per usable square foot] for the costs
relating to the initial design and construction of Tenant's improvements which
are permanently affixed to the Premises (the "Tenant Improvements"). In no event
shall Landlord be obligated to make disbursements pursuant to this Tenant Work
Letter in a total amount which exceeds the Tenant Improvement Allowance and in
no event shall Tenant be entitled to any credit for any unused portion of the
Tenant Improvement Allowance not used by Tenant by August 31, 1999.

     2.2  Disbursement of the Tenant Improvement Allowance. Except as otherwise
set forth in this Tenant Work Letter, the Tenant Improvement Allowance shall be
disbursed by Landlord (each of which disbursements shall be made pursuant to
Landlord's disbursement process) for the costs of the construction of the Tenant
Improvements and for the following items and costs (collectively, the "Tenant
Improvement Allowance Items"): (i) payment of the fees of the "Architect" and
the "Engineers," as those terms are defined in Section 3.1 of this Tenant Work
Letter, and payment of the fees incurred by, and the cost of documents and
materials supplied by, Landlord and Landlord's consultants in connection with
the preparation and review of the "Construction Drawings," as that term is
defined in Section 3.1 of this Tenant Work Letter; (ii) the cost of permits and
construction supervision fees; (iii) the cost of any changes in the Base, Shell
and Core required by the Construction Drawings; (iv) the cost of any changes to
the Construction Drawings or Tenant Improvements required by applicable building
codes (the "Code"); (v) any other costs triggered by the performance of the
Tenant Improvements which are required by any Code; (vi) the cost of demolishing
any existing improvements in the Premises; and (vii) the "Landlord Supervision
Fee", as that term is defined in Section 4.3.2 of this Tenant Work Letter.
However, in no event shall more than Three and 00/100 Dollars ($3.00) per usable
square foot of the Tenant Improvement Allowance be used for the items described
in (i) and (ii) above; any additional amount incurred as a result of (i) and
(ii) above shall be deemed to constitute an Over-Allowance Amount.


                                       -1-

<PAGE>   40

     2.3  Standard Tenant Improvement Package. Landlord has established
specifications (the "Specifications") for the Project standard components to be
used in the construction of the Tenant Improvements in the Premises
(collectively, the "Standard Improvement Package"), which Specifications are
available upon request. The quality of Tenant Improvements shall be equal to or
of greater quality than the quality of the Specifications, provided that
Landlord may, at Landlord's option, require the Tenant Improvements to comply
with certain Specifications.

                                    SECTION 3
                                    ---------

                              CONSTRUCTION DRAWINGS
                              ---------------------

     3.1  Selection of Architect/Construction Drawings. Tenant shall retain an
architect/space planner designated by Landlord (the "Architect") to prepare the
"Construction Drawings," as that term is defined in this Section 3.1. Tenant
shall also retain the engineering consultants designated by Landlord (the
"Engineers") to prepare all plans and engineering working drawings relating to
the structural, mechanical, electrical, plumbing, HVAC and lifesafety work of
the Tenant Improvements. The plans and drawings to be prepared by Architect and
the Engineers hereunder shall be known collectively as the "Construction
Drawings." All Construction Drawings shall comply with the drawing format and
specifications as reasonably determined by Landlord, and shall be subject to
Landlord's reasonable approval. Tenant and Architect shall verify, in the field,
the dimensions and conditions as shown on the relevant portions of the base
building plans, and Tenant and Architect shall be solely responsible for the
same, and Landlord shall have no responsibility in connection therewith.
Landlord's review of the Construction Drawings as set forth in this Section 3,
shall be for its sole purpose and shall not imply Landlord's review of the same,
or obligate Landlord to review the same, for quality, design, Code compliance or
other like matters. Accordingly, notwithstanding that any Construction Drawings
are reviewed by Landlord or its space planner, architect, engineers and
consultants, and notwithstanding any advice or assistance which may be rendered
to Tenant by Landlord or Landlord's space planner, architect, engineers, and
consultants, Landlord shall have no liability whatsoever in connection therewith
and shall not be responsible for any omissions or errors contained in the
Construction Drawings.

     3.2  Final Space Plan. On or before the date set forth in Schedule 1,
attached hereto, Tenant and the Architect shall prepare the final space plan for
Tenant Improvements in the Premises (collectively, the "Final Space Plan"),
which Final Space Plan shall include a layout and designation of all offices,
rooms and other partitioning, their intended use, and equipment to be contained
therein, and shall deliver the Final Space Plan to Landlord for Landlord's
approval.

     3.3  Final Working Drawings. On or before the date set forth in Schedule 1,
Tenant, the Architect and the Engineers shall complete the architectural and
engineering drawings for the Premises, and the final architectural working
drawings in a form which is complete to allow subcontractors to bid on the work
and to obtain all applicable permits (collectively, the "Final Working
Drawings") and shall submit the same to Landlord for Landlord's approval.

     3.4  Permits. The Final Working Drawings shall be approved by Landlord (the
"Approved Working Drawings") prior to the commencement of the construction of
the Tenant Improvements. Tenant shall cause the Architect to immediately submit
the Approved Working Drawings to the appropriate municipal authorities for all
applicable building permits necessary to allow "Contractor," as that term is
defined in Section 4.1, below, to commence and fully complete the construction
of the Tenant Improvements (the "Permits"). No changes, modifications or
alterations in the Approved Working Drawings may be made without the prior
written consent of Landlord, which consent shall not be unreasonably withheld.

     3.5  Time Deadlines. Tenant shall use its best, good faith efforts and all
due diligence to cooperate with the Architect, the Engineers, and Landlord to
complete all phases of the Construction Drawings and the permitting process and
to receive the permits, and with Contractor for approval of the "Cost Proposal,"
as that term is defined in Section 4.2 of this Tenant Work Letter, as soon as
possible after the execution of the Lease, and, in that regard, shall meet with
Landlord on a scheduled basis to be determined by Landlord, to discuss Tenant's
progress in


                                       -2-

<PAGE>   41

connection with the same. The applicable dates for approval of items, plans and
drawings as described in this Section 3, Section 4 below, and in this Tenant
Work Letter are set forth and further elaborated upon in Schedule 1 (the "Time
Deadlines"), attached hereto. Tenant agrees to comply with the Time Deadlines.

                                    SECTION 4
                                    ---------

                     CONSTRUCTION OF THE TENANT IMPROVEMENTS
                     ---------------------------------------

     4.1  Contractor. The contractor which shall construct the Tenant
Improvements shall be a contractor designated by Landlord. The contractor
selected may be referred to herein as the "Contractor".

     4.2  Cost Proposal. After the Approved Working Drawings are signed by
Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in
accordance with the Approved Working Drawings, which cost proposal shall
include, as nearly as possible, the cost of all Tenant Improvement Allowance
Items to be incurred by Tenant in connection with the construction of the Tenant
Improvements (the "Cost Proposal"). Tenant shall approve and deliver the Cost
Proposal to Landlord within three (3) business days of the receipt of the same,
and upon receipt of the same by Landlord, Landlord shall be released by Tenant
to purchase the items set forth in the Cost Proposal and to commence the
construction relating to such items. The date by which Tenant must approve and
deliver the Cost Proposal to Landlord shall be known hereafter as the "Cost
Proposal Delivery Date".

     4.3  Construction of Tenant Improvements by Contractor under the
          Supervision of Landlord.
          -----------------------------------------------------------

          4.3.1 Over-Allowance Amount. On the Cost Proposal Delivery Date,
Tenant shall deliver to Landlord an amount (the "Over-Allowance Amount") equal
to the difference between (i) the amount of the Cost Proposal and (ii) the
amount of the Tenant Improvement Allowance (less any portion thereof already
disbursed by Landlord, or in the process of being disbursed by Landlord, on or
before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be
disbursed by Landlord prior to the disbursement of any then remaining portion of
the Tenant Improvement Allowance, and such disbursement shall be pursuant to the
same procedure as the Tenant Improvement Allowance. In the event that, after the
Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be
made to the Construction Drawings or the Tenant Improvements, any additional
costs which arise in connection with such revisions, changes or substitutions or
any other additional costs shall be paid by Tenant to Landlord immediately upon
Landlord's request as an addition to the Over-Allowance Amount.

          4.3.2 Landlord's Retention of Contractor. Landlord shall independently
retain Contractor, on behalf of Tenant, to construct the Tenant Improvements in
accordance with the Approved Working Drawings and the Cost Proposal and Landlord
shall supervise the construction by Contractor, and Tenant shall pay a
construction supervision and management fee (the "Landlord Supervision Fee") to
Landlord in an amount equal to the product of (i) three percent (3%) and (ii) an
amount equal to the Tenant Improvement Allowance plus the Over-Allowance Amount
(as such Over-Allowance Amount may increase pursuant to the terms of this Tenant
Work Letter).

                                    SECTION 5
                                    ---------

                      COMPLETION OF THE TENANT IMPROVEMENTS
                      -------------------------------------

     5.1  Substantial Completion. For purposes of this Lease, "SUBSTANTIAL
COMPLETION" of the Tenant Improvements in the Premises shall occur upon the
completion of construction of the Tenant Improvements in the Premises pursuant
to the Approved Working Drawings, with the exception of any punch list items and
any tenant fixtures, work-stations, built-in furniture, or equipment to be
installed by Tenant.


                                       -3-

<PAGE>   42



     5.2  Delay of the Substantial Completion of the Premises. Except as
provided in this Section 5, the Commencement Date and Tenant's obligation to pay
rent for the Premises shall occur as set forth in the Lease. However, if there
shall be a delay or there are delays in the Substantial Completion of the Tenant
Improvements in the Premises as a result of the following (collectively, "Tenant
Delays"):

          5.2.1 Tenant's failure to comply with the Time Deadlines;

          5.2.2 Tenant's failure to timely approve any matter requiring Tenant's
approval;

          5.2.3 A breach by Tenant of the terms of this Tenant Work Letter or
the Lease;

          5.2.4 Changes in any of the Construction Drawings after disapproval of
the same by Landlord or because the same do not comply with Code or other
applicable laws;

          5.2.5 Tenant's request for changes in the Approved Working Drawings;

          5.2.6 Tenant's requirement for materials, components, finishes or
improvements which are not available in a commercially reasonable time given the
anticipated date of Substantial Completion of the Tenant Improvements in the
Premises, or which are different from, or not included in, the Standard
Improvement Package;

          5.2.7 Changes to the Base, Shell and Core required by the Approved
Working Drawings; or

          5.2.8 Any other acts or omissions of Tenant, or its agents, or
employees;

then, notwithstanding anything to the contrary set forth in the Lease or this
Tenant Work Letter and regardless of the actual date of the Substantial
Completion of Tenant Improvements in the Premises, the date of Substantial
Completion thereof shall be deemed to be the date that Substantial Completion
would have occurred if no Tenant Delay or Delays, as set forth above, had
occurred.

                                    SECTION 6
                                    ---------

                                  MISCELLANEOUS
                                  -------------

     6.1  Tenant's Representative. Tenant has designated Bob Van Buskirk as its
sole representative with respect to the matters set forth in this Tenant Work
Letter, who, until further notice to Landlord, shall have full authority and
responsibility to act on behalf of the Tenant as required in this Tenant Work
Letter.

     6.2  Landlord's Representative. Prior to commencement of construction of
Tenant Improvements, Landlord shall designate a representative with respect to
the matters set forth in this Tenant Work Letter, who, until further notice to
Tenant, shall have full authority and responsibility to act on behalf of the
Landlord as required in this Tenant Work Letter.

     6.3  Time of the Essence in This Tenant Work Letter. Unless otherwise
indicated, all references herein to a "number of days" shall mean and refer to
calendar days.


                                       -4-

<PAGE>   43

                                   SCHEDULE 1
                                   -----------

                                 TIME DEADLINES
                                 --------------

<TABLE>
<CAPTION>
          Dates                        Actions to be Performed
          -----                        -----------------------
<S>  <C>                  <C>
A.   August 5, 1999       Tenant to deliver Final Space Plan to Landlord.

B.   August 10, 1999      Tenant to deliver Final Working Drawings to Landlord.
</TABLE>


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<PAGE>   44

                                   EXHIBIT "E"
                                   -----------
                                CERTIFIED COPY OF

                        BOARD OF DIRECTORS RESOLUTIONS OF

                  STANFORD MICRODEVICES, a Delaware corporation


     The undersigned, being the duly elected Corporate Secretary of STANFORD
MICRODEVICES, a Delaware corporation ("Corporation"), hereby certifies that the
following is a true, full and correct copy of the resolutions adopted by the
Corporation by unanimous written consent in lieu of a special meeting of its
Board of Directors, and that said resolutions have not been amended or revoked
as of the date hereof.

     RESOLVED, that the Corporation is hereby authorized to execute, deliver and
fully perform that certain document entitled Standard Office Lease ("Lease") by
and between the Corporation and Arden Realty Limited Partnership, a Maryland
limited partnership, for the lease of space at 5000 East Spring Street, Long
Beach, California.

     RESOLVED FURTHER that the Corporation is hereby authorized and directed to
make, execute and deliver any and all consents, certificates, documents,
instruments, amendments, confirmations, guarantees, papers or writings as may be
required in connection with or in furtherance of the Lease (collectively with
the Lease, the "Documents") or any transactions described therein, and to do any
and all other acts necessary or desirable to effectuate the foregoing
resolution.

     RESOLVED FURTHER that the following officers acting together: John Ocampo
as President and Susan H. Ocampo as Secretary are authorized to execute and
deliver the Documents on behalf of the Corporation, together with any other
documents and/or instruments evidencing or ancillary to the Documents, and in
such forms and on such terms as such officer(s) shall approve, the execution
thereof to be conclusive evidence of such approval and to execute and deliver on
behalf of the Corporation all other documents necessary to effectuate said
transaction in conformance with these resolutions.

Dated: 8/4/99
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                                                           , Corporate Secretary
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