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                                                                   EXHIBIT 10.14

                            NNN LEASE - GENERAL FORM

PLEASE READ THIS CAREFULLY; LANDLORD IT'S AGENTS OR EMPLOYEES, IS NOT
AUTHORIZED TO GIVE LEGAL, TAX OR ACCOUNTING ADVICE. IF YOU DESIRE SUCH ADVICE,
CONSULT YOUR ATTORNEY AND/OR ACCOUNTANT BEFORE SIGNING.

PARTIES: This Lease executed in duplicate this 8th day of February, 2000
between De Guigne Ventures, A California Limited Liability Corporation,
hereinafter called Landlord, and SkyStream Networks, Inc. a California
Corporation, hereinafter called Tenant,

PREMISES WITNESSETH: The Landlord does hereby lease unto Tenant and Tenant does
hereby hire and take from Landlord those certain premises situated in the City
of Sunnyvale, County of Santa Clara, State of California, and described as
follows, to wit:

An approximately 46,104 square feet two-story R&D/Office building commonly known
as 455 De Guigne, Sunnyvale, Ca.

USE: To be used solely for office, sales, research, development, shipping,
receiving, storage and for no other purposes whatsoever without Landlord's
prior written consent which shall not be unreasonably withheld.

TERM: The term shall be for ten (10) years, commencing on the 15th day of July,
2000 and ending on the 14th day of July, 2010 at a rental payable in lawful
money of the United States of America, which Tenant agrees to pay without
deduction, setoff, or demand at 306 Lorton Avenue, Burlingame, California 94010
or such place or places as may be designated in writing from time to time by
Landlord, in advance, in monthly installments as follows:

BASE RENTAL: The sum of One Hundred Twenty-six Thousand Seven Hundred and
Eighty-six and 00/100ths Dollars ($126,786.00) is hereby received representing
the first month's base rental due. Commencing August 1, 2000 the sum of
Sixty-nine Thousand Five Hundred and Twenty-seven and 81/100ths Dollars
($69,527.81) will be due for the pro rata share of July's base rental. The sum
of One Hundred Twenty-six Thousand Seven Hundred Eighty-six and 00/100ths
Dollars ($126,786.00) shall be due each and every month thereafter for the
balance of the first year of this lease. Commencing July 15, 2001 and each
succeeding July the base monthly rental shall increase by 3%.

ADDITIONAL RENTAL: Commencing on the Lease Commencement Date and continuing
throughout the Lease Term, in addition to the Base Monthly Rent, Tenant shall
pay to Landlord as additional rent tenant's proportionate share of all Building
Operating Expenses including Taxes, Insurance, Maintenance, and Common Area
Costs. Payment shall be made by one of the following methods: Landlord may bill
to Tenant, on a periodic basis not more frequently than monthly, Tenant's
proportionate share of such expenses as paid or incurred by Landlord, and Tenant
shall pay such share of such expenses within thirty days after receipt of a
written bill from Landlord; and/or Landlord may budget the annual projected
expenses and bill to tenant on a monthly basis, one-twelfth of the annual
amount. If landlord elects the latter of the alternatives, Landlord shall
reconcile the budgeted amounts with the
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actual amounts on an annual basis during the first quarter of the subsequent
year and bill tenant for any additional amounts or credit tenant any
overpayments against future rental amounts. The failure to pay any additional
rent as required by this lease when due shall be treated the same as a failure
by Tenant to pay base monthly rent when due and Landlord shall have the same
rights and remedies against Tenant as Landlord would have if Tenant failed to
pay the base monthly rent when due.

OPTION TO EXTEND: Subject to the terms and conditions set forth below, Tenant
may at its option extend the Terms of this Lease for (1) period of five (5)
years. Such period is called the "Renewal Term." The Renewal Term shall be upon
the same terms contained in this Lease, except that (i) Landlord shall have no
obligation to provide Tenant with any Tenant Improvement Allowance in
connection with the Renewal Term, (ii) the Base Rental during the Renewal Term
shall be calculated as set forth below, and (iii) any reference in the Lease to
the "Term" of the Lease shall be deemed to include the Renewal Term and apply
thereto, unless it is expressly provided otherwise. Tenant shall have no
additional extension options.

     A. The Base Rent during the Renewal Term shall be at ninety-five percent
(95%) of the then fair market rate (defined hereinafter) for such space for a
term commencing of the first day of the Renewal Term. "Market Rate" shall mean
the then prevailing market rate for a comparable term commencing on the first
day of the Renewal Term for tenants of comparable size and creditworthiness for
comparable space in the Building and other first class R&D/Office buildings in
the vicinity of the Building. In no event shall the rent be less than the rent
paid during the last year of the initial term.

     B. To exercise any option, Tenant must deliver a binding written notice to
Landlord not sooner than ten (10) months nor later than six (6) months prior to
the expiration of the initial Term of this Lease. Thereafter, the Market Rate
for the Renewal Term shall be calculated pursuant to Subsection A above and
Landlord shall inform Tenant of the Market Rate. If Tenant fails to timely give
its notice of exercise, Tenant will be deemed to have waived its option to
extend.

LATE PAYMENT DISHONORED CHECK: In the event that rent is not paid by the 5th
business day after Landlord's written notice of the delinquency, or in the
event of a dishonored bank check from Tenant to Landlord, because actual
damages for said late payments and all dishonored bank checks are extremely
difficult to ascertain. Tenant agrees to pay 10% of the base monthly rental as
liquidated damages for late payment and additionally shall pay to Landlord
interest at the maximum rate of interest not prohibited by law until paid.

SECURITY DEPOSIT: Landlord acknowledges receipt of an additional amount of Seven
Hundred and Fifty Thousand and 00/100ths Dollars ($750,000.00), as a security
deposit for the full and faithful performance of each and every term, covenant
and condition of this lease. Such Security Deposit shall be paid as follows:
The sum of Two Hundred Fifty Thousand and 00/100ths Dollars ($250,000.00) is
hereby received representing the cash Security Deposit. Upon the Initial Public
Offering or no later than June 15, 2000, Tenant shall deliver to Landlord an
unconditional irrevocable letter of credit in the amount of

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Five Hundred Thousand and 00/100ths Dollars ($500,000.00) issued by a bank which
shall be reasonably acceptable to Landlord and naming Landlord as beneficiary
thereunder, as security for the faithful performance by Tenant of all of
Tenant's obligations under this Lease. This letter of credit may be reduced in
half upon Tenant becoming a public company. This letter of credit will be
terminated upon tenant achieving one entire quarter (3 straight months) of
profitability. So long as no default by tenant then exists hereunder, upon
Tenant vacating the premises said security deposit shall be returned to Tenant
after first deducting any sums owing to Landlord. If this lease be sooner
terminated for reason other than default by Tenant, said sum shall likewise be
returned. Landlord shall not be required to keep the security deposit separate
from its general funds, and Tenant shall not be entitled to any interest on such
deposit. Landlord may use or apply or retain the whole or any part of the
security deposit as may be necessary to (a) to remedy Tenant's default in the
payment of any rent, (b) to repair damage to the Premises caused by Tenant, (c)
to clean the premises upon termination of this Lease, (d) to reimburse Landlord
for the payment of any amount which Landlord may reasonably spend or be required
to spend by reason of Tenant's default, or (e) to compensate Landlord for any
other loss or damage which Landlord may suffer by reason of Tenant's default.

TENANT IMPROVEMENTS: Landlord shall provide to Tenant a turn-key interior
improvement as described by the plans and specifications attached hereto as
"Exhibit A". Any additional improvements not included in Exhibit A shall be at
the sole cost and expense of the Tenant.

POSSESSION: Tenant agrees that in the event of the inability of Landlord to
deliver to Tenant Possession of said premises at the commencement of said term,
Landlord shall not be liable for any damage caused thereby, nor shall this
lease be void or voidable, but Tenant shall not be liable for rent until such
time as Landlord offers to deliver possession of said premises to Tenant. The
expiration date of the term shall be extended by the same number of days that
the Tenant's possession of the premises was delayed. If Tenant with Landlord's
consent takes possession prior to the commencement of the said term, Tenant
shall do so subject to all the covenants and conditions hereof, except the
obligation to pay rent.

HOLDING OVER: If Tenant holds possession hereunder after the expiration of the
term of this lease with consent of Landlord, Tenant shall become a tenant from
month-to-month upon all of the terms and conditions herein specified, at a
rental of one hundred and fifty percent (150%) of the last paid base monthly
rent due in this lease.

ENTRY BY LANDLORD: Landlord and the agents and employees of Landlord shall have
the right to enter upon said premises at all reasonable times to inspect the
same to see that no damage has been or is done and to protect any and all
rights of Landlord and to post such reasonable notices as Landlord may desire
to protect the rights of the Landlord. Landlord may for a period commencing
ninety (90) days prior to the end of the lease term, or any extension hereof,
have reasonable access to the premises for the purpose of exhibiting the same
to prospective tenants and may place upon said premises any usual or ordinary
"for sale" or "to lease" signs.


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CONDITION AND REPAIRS: Landlord represents and warrants to Tenant that, to the
best of Landlord's knowledge, as of the date that Landlord delivers possession
of the Premises to Tenant, all structural portions of the Premises, including,
without limitation, the roof, the foundation, exterior walls and interior
load-bearing walls; all paved surfaces; the roof membrane; and all sewer,
plumbing and HVAC systems currently serving the Premises will be in good
operating condition, order and repair. Subject to the foregoing representation
and warranty, by taking possession of the Premises, Tenant shall be deemed to
have accepted the Premises in its then current condition, "as is", subject to
all applicable laws. Landlord agrees to correct all items reasonably set forth
in Tenant's written punchlist which must be submitted to Landlord within thirty
days of Landlord turning over possession to Tenant. Tenant shall at Tenant's
sole cost and expense, maintain, repair and keep the interior of the premises
and each and every part thereof and all appurtenances thereto (including
without limitation, wiring including lamps and ballast's, ceiling grids and
acoustical tiles, plumbing, hot water system, sewage system, heating and air
condition installations, glass, storefront, window frames, doors (interior and
exterior), carpeting, interior walls (including drywall, wallpaper and paint)
and skylights, in or bordering the premises), in good condition and repair
during the term of this lease. This obligation by Tenant to maintain and to
repair the premises shall be binding upon Tenant whether said repair is caused
by normal wear and tear, sudden breakage, misuse, or any insured or uninsured
loss. Tenant shall procure and maintain at Tenant's expense a heating and air
conditioning maintenance contract. Landlord reserves the right to procure and
maintain the heating and air conditioning maintenance contract, and Tenant
shall reimburse Landlord, upon demand for the cost thereof. Tenant shall
furnish and install all expendables including light bulbs used in premises. In
the event that any alterations, repairs or acts of any kind shall be required
to be done by reason of Tenant's occupancy in connection with the premises or
any part thereof (including remodeling) under the provisions of any law,
ordinance or rule now in force of hereafter enacted by municipal, state or
national authority, the same shall be made at the cost and expense of Tenant.

All repairs, alterations and improvements that may be required under this lease
(except as stated in Exhibit A) shall be done at the cost and expense of Tenant
and only with the written consent of Landlord first obtained by Tenant and not
unreasonably withheld. All work shall be done using a licensed contractor and
in compliance with all laws and in a good and workmanlike manner using new
materials of good quality. Tenant agrees that if Tenant shall make any repairs,
alterations or improvements, excepting emergency repairs, Tenant will not take
such action until two (2) days after receipt by it of the written consent of
Landlord required by this paragraph. Tenant will at all times permit any
notices to be posted and to be remain posted until the completion and
acceptance of such work.

Tenant shall reimburse Landlord all costs and expenses paid or incurred by
Landlord in protecting, operating, maintaining, managing, repairing and
preserving the project and all parts thereof. Landlord shall maintain and
repair the structural roof elements, exterior wall, foundations, other
structural portions of the premises, and the electrical and plumbing systems
located outside of the leased premises without the right to recapture such cost
from Tenant.


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In the event Tenant should fail (after applicable notice and cure periods) to
make the repairs required of Tenant forthwith upon notice by Landlord,
Landlord, in addition to all other remedies available hereunder or by law, and
without waiving any alternative remedies, may make the same; and Tenant agrees
to repay Landlord as additional rent the cost as part of the rental payable on
the next day upon which rent becomes due. Tenant expressly waives the benefits
of the provisions of subsection 1 of Section 1932 and Sections 1941 and 1942 of
the Civil Code of California and all right to make repairs at the expense of
Landlord as provided in Section 1942 of that Code, and agrees upon the
expiration of the term of this lease or sooner termination to surrender the
premises in the same condition as received. Landlord, after written notice by
Tenant of the necessity thereof, and should the same not be caused by reason of
any negligent act or omission of the Tenant or its agents, servants or
employees, shall make necessary repairs to the roof, exterior walls (excluding
repair of glazing), foundations and other structural portions of the premises
within a reasonable time. Landlord shall not be liable to Tenant for injury to
Tenant, its employees, agents, invitees, damage to tenant's property or loss of
Tenant's business or profits nor shall Tenant be entitled to terminate this
lease or to any reduction in or abatement of rent by reason of Landlord's
failure to perform any maintenance or repairs to the project until tenant shall
have first notified Landlord, in writing, of the need for such maintenance or
repairs and then only after Landlord shall have had a reasonable period of time
following its receipt of such notice within which to perform such maintenance
or repairs.

WASTE AND ALTERATIONS: Tenant shall not do, or permit anything to be done in or
about the leased premises, the building, the common areas or the project which
does or could (i) interfere with the rights of any other tenants or occupants
of the building or complex, (ii) jeopardize the structural integrity of the
building, or (iii) cause damage to any part of the building or project. Tenant
shall not operate any equipment within the leased premises which does or could
(i) injure, vibrate or shake the premises or the building, (ii) damage,
overload, corrode, or impair the efficient operation of any electrical,
plumbing, sewer, heating and ventilating or air conditioning systems within or
servicing the premises or the building, or (iii) damage or impair the efficient
operation of the sprinkler system (if any) within or servicing the leased
premises or the building. Tenant shall not install any equipment or antennas on
or make any penetrations of the exterior walls or roof of the building. Tenant
shall not place any loads upon the floors, walls, ceiling or roof systems which
could endanger the structural integrity of the building or damage its floors,
foundations or supporting structural components. Tenant shall not place any
explosive, flammable or harmful fluids, including Hazardous Materials, or other
waste materials in the drainage systems of the building or the project. Tenant
shall not drain or discharge any fluids in the landscape areas or across the
paved areas of the project. Tenant shall not use any area located outside of
the leased premises for the storage of its materials, supplies, inventory or
equipment and all such materials, supplies, inventory and equipment in the
building or complex in which the demised premises shall at all times be stored
within the leased premises.

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Tenant shall not make or permit to be made any alterations of, charges in or
additions to the premises without the prior written consent of Landlord. All
alterations, additions and improvements, including fixtures, made to or on the
premises, except unattached movable business fixtures, shall be made at the
sole cost and expense of Tenant and, upon installation, shall be the property
of Landlord and shall become part of the premises and be surrendered to
Landlord. Tenant shall notify Landlord within thirty (30) days before the end
of the term to determine if Landlord desires to have Tenant remove all or any
part of the alterations or improvements and to restore the premises to the
condition existing prior to the alterations and improvements and to restore the
premises to the condition existing prior to the alterations and improvements,
at Tenant's sole cost and expense, reasonable wear and tear expected.

NOISE AND EMISSIONS: All noise generated by tenant in its use of the premises
shall be confined or muffled so that it does not interfere with the businesses
of or annoy other tenants of the building or the project. All dust, fumes,
odors and other emissions generated by Tenant's use of the premises shall be
sufficiently dissipated in accordance with sound environmental practices and
exhausted from the premises in such a manner so as not to interfere with the
businesses of or annoy other tenants of the project, or cause damage to the
premises or the project or component part thereof or the property of other
tenants of the building or project.

ABANDONMENT: Tenant shall not abandon the premises at any time during the term;
and if Tenant shall abandon, said premises, or be dispossessed by process of
law, or otherwise, any personal property belonging to Tenant and left on the
premises shall be deemed to be abandoned, at the option of Landlord, except
such property as may be mortgaged to Landlord.

ASSIGNMENT AND SUBLETTING: Tenant shall not assign this lease, nor any right
hereunder, nor sublet the premises, nor any part thereof, without the prior
written consent of Landlord. In exercising its reasonable discretion Landlord
may consider all commercially relevant factors involved in the leasing of the
premises including but not limited to the a) the creditworthiness and financial
stability of the prospective assignee or subtenant; b) references of prior
landlords; c) the past history of such subtenant, with respect to involvement
in litigation and bankruptcy proceedings; d) the impact of said subtenant or
assignee and proposed use of the premises on pedestrian and vehicular traffic,
other tenants, and parking; e) the use, generation or disposal of hazardous
materials. If tenant is a corporation, any dissolution, merger, consolidation
or other reorganization of tenant, or the sale or other transfer in the
aggregate over the lease term of a controlling percentage of the capital stock
of tenant, shall be deemed a voluntary assignment of tenant's interest in this
lease. The phrase "controlling percentage" means the ownership of and the right
to vote stock possessing more than fifty percent of the total combined voting
power of all classes of tenant's capital stock issued and outstanding and
entitled to vote for the election of directors. If tenant is a partnership, a
withdrawal or change, whether voluntary, involuntary or by operation of law, of
any general partner, or the dissolution of the partnership, shall be deemed a
voluntary assignment of Tenant's interest in this lease unless said fifty
percent (50%) is purchased by an entity which has a net worth greater than
tenant's or guarantor's.

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No consent to any assignment of this lease, or any subletting of said premises,
shall constitute a waiver or discharge of the provisions of this paragraph,
except as to the specific instance covered thereby; nor shall this lease nor
any interest therein be assignable by action of law including bankruptcy, both
involuntary and voluntary, and to Trustee, Sheriff, Creditor or Purchaser at
any judicial sale, or any officer of any court or receiver except if appointed
as herein specifically provided shall acquire any right under this lease or to
the possession or use of the premises or any part thereto without the prior
written consent of Landlord. The acceptance of rent by landlord from any person
or entity other than tenant or the acceptance of rent by landlord from tenant
with knowledge of a violation of the provisions of this article, shall not be
deemed to be a waiver by Landlord of any provision of this article or this
lease or to be a consent to any subletting by tenant or any assignment or
encumbrance of tenant's interest in this lease.

CONDITIONS TO LANDLORD'S CONSENT: If Landlord elects to consent, or shall have
been ordered to so consent by a court of competent jurisdiction, to such
requested assignment, subletting or encumbrance, such consent shall be
expressly conditioned upon the occurrence of each of the conditions below set
forth.

     A.  Landlord having approved in form and substance the assignment or
     sublease agreement, which approval shall not be unreasonably withheld by
     Landlord if the requirements of this lease are otherwise complied with.

     B.  No default by Tenant (after applicable notice and cure period) shall
     then exist. Tenant having reimbursed to Landlord all reasonable costs and
     attorneys fees incurred by Landlord in conjunction with the processing and
     documentation of any such requested subletting, assignment or encumbrance
     not to exceed ($1,000) per transaction.

     C.  Tenant having delivered to Landlord a complete and fully-executed
     duplicate original of such sublease agreement, or assignment agreement,
     and all related agreements.

     D.  Tenant having paid, or having agreed in writing to pay as future
     payments, to Landlord fifty (50%) percent of all Assignment Consideration
     or Excess Rentals to be paid to Tenant or to any other on Tenant's behalf
     or for Tenant's benefit for such assignment or subletting as follows: If
     Tenant assigns its interest under the Lease and if all or a portion of the
     consideration for such assignment is to be paid by the assignee at the
     time of the assignment, that Tenant shall have paid to Landlord and
     Landlord shall have received an amount equal to Fifty (50%) percent of the
     Assignment Consideration or Excess Rentals so paid or to be paid whichever
     is the greater) at the time of the assignment by the assignee; or if
     Tenant assigns its interest under this Lease and if Tenant is to receive
     all or a portion of the consideration for such assignment in future
     installments, that Tenant and Tenant's assignee shall have entered into a
     written agreement with and for the benefit of Landlord reasonably
     satisfactory to Landlord and its counsel whereby Tenant and Tenant's
     assignee jointly agree to pay to

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     Landlord an amount equal to Fifty (50%) percent of all such future
     Assignment Consideration installments to be paid by such assignee as and
     when such Assignment Consideration is so paid.

          If Tenant subleases the Leased Premises, that Tenant and Tenant's
     subtenant shall have entered into a written agreement with and for the
     benefit of Landlord reasonably satisfactory to Landlord and its counsel
     whereby Tenant and Tenant's subtenant jointly agree to pay to Landlord
     Fifty (50%) percent of all Excess Rentals to be paid by such subtenant as
     when such Excess Rentals are so paid.

          The consent by Landlord to any subletting or assignment shall not
     release Tenant from its primary obligations or alter the primary liability
     of Tenant to pay the rent and perform and comply with all of the
     obligations of Tenant to be performed under this lease.

INDEMNIFICATION OF LANDLORD: Tenant, shall, during the term of this lease,
indemnify and save harmless Landlord and any agents of Landlord from any and all
loss, damage, claims of damage, obligations, cause or causes of action, or
liabilities of any kind or nature (including reasonable costs of attorney's fees
if Landlord is made a party to any action which Tenant's indemnity runs
hereunder) by reason of injury or death of any person or persons or damage to
any property of any kind and to whomsoever belonging, including injury or death
to the person or damage to the property of Tenant, Tenant's officers, directors,
employees, agents, guests, subtenants and assignees, concessionaires and
licensees, and any other person, firm or corporation selling or manufacturing
merchandise or services upon or from the demised premises, or any part thereof,
from any cause or causes whatsoever which result from Tenant's use or from any
other activity done, permitted or suffered by Tenant. As a material part of the
consideration to Landlord, Tenant hereby assumes all risk of damage to property
or injury to persons in or about the Premises from any cause whatsoever (except
that which is caused by the sole active negligence or willful misconduct by
Landlord or its Agents or by the failure of Landlord or its agents to observe
any of the terms and conditions of this lease, if such failure has persisted for
an unreasonable period after written notice of such failure, against which
landlord shall indemnify, defend, and hold harmless tenant). Except as otherwise
provided in this lease, Landlord shall not be liable for injury or damage which
may be sustained by Tenant, or its employees, invitees or customers, goods,
wares, merchandise or property of tenant, its employees, invitees or customers
or any other person in or about the premises caused by or resulting from fire,
earthquake, 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, HVAC or
lighting fixtures of the same, whether the said damage or injury results from
conditions arising upon the premises or upon other portions of the building, or
from other sources. Landlord shall not be liable for any damage arising from any
act or neglect of any other tenant of the project. Tenant's obligations under
this paragraph shall survive the termination of this lease.

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INSOLVENCY BANKRUPTCY: Either (a) the appointment of a receiver (except a
receiver mentioned in paragraph 11 or hereof) to take possession of all or
substantially all of the assets of Tenant, or (b) a general assignment by
Tenant for the benefit of creditors, or (c) any action taken or suffered by
Tenant under any insolvency or bankruptcy act shall constitute a breach of this
lease by Tenant. Upon the happening of any such event this lease shall
terminate days after written notice of termination from Landlord to Tenant.

DEFAULT: In the event of any breach of this Lease by Tenant, then Landlord
besides other rights or remedies Landlord may have, shall have the immediate
right of re-entry and may remove all persons and property from the premises;
such property may be removed and stored in a public warehouse or elsewhere at
cost of, and for the account of Tenant. Should Landlord elect to re-enter, as
herein provided, or should Landlord take possession pursuant to legal
proceedings or pursuant to any notice provided for by the law, Landlord may
terminate this lease. No such re-entry or taking possession of said premises by
Landlord shall be construed as an election on its part to terminate this lease
unless a written notice of such intention be given to Tenant or unless the
termination thereof be decreed by a court of competent jurisdiction. Landlord
may at any time thereafter elect to terminate this lease for such previous
breach. Should Landlord at any time terminate this lease for any breach, in
addition to other remedies Landlord may have, Landlord may recover from Tenant
all damages, including reasonable attorney's fees, which Landlord may incur by
reason of such breach, including costs of recovering the premises and any
attorney's fees incurred therein. Landlord may also recover from Tenant the
worth at the time of award of the amount, if any, by which the unpaid rent and
charges equivalent to rent for the balance of the term after the time of the
award exceeds the amount of such rental loss that Tenant proves could be
reasonably avoided, in accordance with California Civil Code Section 1951.2 or
other statute of similar effect. The foregoing remedies of Landlord shall not
be exclusive, but shall be cumulative and in addition to all remedies now or
hereafter allowed by law or elsewhere provided for. In addition to other
remedies Landlord may, if Tenant breaches this Lease and abandons the premises
before the end of the term, or if Tenant's rights to possession are terminated
by Landlord because of the breach of this Lease, then in either case, Landlord
may recover from the aggregate of all amounts Landlord is permitted to recover
from Tenant under Section 1951.2 of the California Civil Code and any other
applicable law, including:

     (a) The worth at the time of award of the unpaid rent which had been
     earned at the time of termination.

     (b) 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 the Tenant proves could have
     been reasonably avoided.

     (c) The worth at the time of award of the amount by which the unpaid rent
     for the balance of the term after the time of award exceeds the amount of
     such rental loss that the Tenant proves could be reasonably avoided.

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          (d)Any other amount necessary to compensate the Landlord for all the
          detriment proximately caused by the Tenant's failure to perform its
          obligations under the Lease, or which in the ordinary course of things
          would be likely to result therefrom.

          The "worth at the time of award" of the amounts referred to in the
          foregoing subparagraphs (a) and (b) shall be computed by allowing
          interest at the rate of Ten Percent (10%) per annum, but not more that
          the maximum rate permitted by law on each rental installment from the
          date the same was due hereunder, to the time of award. The "worth at
          the time of award" of the amount referred to in the foregoing
          subparagraph (c) shall be computed in accordance with Subdivision (b)
          or Section 1951.2 of the California Civil Code. As used herein, the
          term "time of award" shall mean either the date upon which the Tenant
          pays to the Landlord the amount recoverable by Landlord as herein
          above set forth, or the date of entry of any determination, order of
          judgment of any court, other legally constituted body, or any
          arbitrators determining the amount recoverable, whichever first
          occurs. Any claim for damages pursuant to the foregoing provisions,
          shall be immediately enforceable by Landlord against Tenant by suit,
          and shall be provable in any bankruptcy or insolvency proceedings
          involving Tenant.

          In addition to the other rights and remedies set forth herein,
          Landlord shall have the right to continue this Lease in effect, as
          permitted by Section 1951.4 of the California Civil Code, to enforce,
          by suit or otherwise, all covenants and conditions hereof to be
          performed or complied by Tenant and exercise of all of Landlord's
          rights and remedies under this Lease, including the right to recover
          rent from Tenant as it becomes due under this Lease, even though
          Tenant has breached this Lease and abandoned the premises. If as above
          provided, a receiver is appointed for the account of Tenant, or
          Landlord takes any other actions, whether accepting the keys to the
          premises, or otherwise, no such actions shall constitute or be
          construed as an election by Landlord to terminate this Lease or
          Tenant's right to possession of the premises, unless a written notice
          of such intention be given to Tenant.

RECEIVERSHIP:  Neither the application for the appointment of a receiver nor
the appointment of a receiver shall be construed as an election by Landlord to
terminate this Lease or Tenant's right to possession of the premises, unless a
written notice of such intention is given to Tenant.

SURRENDER OF LEASE: The voluntary or other surrender of this lease by Tenant,
or a mutual cancellation thereof, shall not work a merger, and shall, at the
option of Landlord, terminate all or any existing subleases or subtenancies, or
may, at the option of Landlord, operate as an assignment to Landlord of any or
all such subleases or subtenancies. Immediately prior to the expiration or
sooner termination of this Lease, Tenant shall remove all of Tenant's signs
from the exterior of the Building and shall remove all of Tenant's equipment,
trade fixtures, furniture, supplies, wall decorations and other personal
property from the Leased Premises, and shall vacate and surrender the Leased
Premises to Landlord in the same condition, broom clean freshly repainted, as
existed at the Lease Commencement Date.


                                       10

<PAGE>   11
Landlord, at Tenant's expense shall retain a mechanical contractor to service
all heating, ventilation and air conditioning equipment, and Tenant shall pay
the cost to restore (or replace as required), said equipment to good working
order. Tenant shall repair all damage to the Leased Premises caused by Tenant
or by Tenant's removal of Tenant's property and all damage to the exterior of
the Building caused by Tenant's removal of Tenant's signs. Tenant shall patch
and refinish, to Landlord's reasonable satisfaction, all penetrations made by
Tenant or its employees to the floor, walls or ceiling of the Leased Premises,
whether such penetrations were made with Landlord's approval or not. Tenant
shall replace all stained or damaged ceiling tiles and shall repair or replace,
as necessary, all wall coverings and clean or replace, as may be required,
floor coverings to the reasonable satisfaction of Landlord. Tenant shall
replace all burned out light bulbs and damaged or stained light lenses, and
shall repaint all painted walls. Tenant shall repair all damage caused by
Tenant to the exterior surface of the Building and the paved surfaces of the
outside areas adjoining the Leased Premises and, where necessary, replace or
resurface the same. Additionally, Tenant shall, prior to the expiration or
sooner termination of this Lease, remove any improvements, constructed or
installed by Tenant which Landlord requests to be so removed by Tenant and
repair all damage caused by such removal. If the Leased Premises are not
surrendered to Landlord in the condition required by this Article at the
expiration or sooner termination of this Lease, Landlord may, at Tenant's
expense, so remove Tenant's signs, property and/or improvements not so removed
and make such repairs and replacements not so made or hire, at Tenant's
expenses, independent contractors to perform such work. Tenant shall be liable
to Landlord for all costs reasonably incurred by Landlord in returning the
Leased Premises to the required condition.

LITIGATION EXPENSES: If either party shall bring an action against the other by
reason of breach of any covenant, warranty or condition hereof, or otherwise
arising out of this lease, whether for declaratory or other relief, the
prevailing party in such suit shall be entitled to its costs of suit and
reasonable attorney fees, which shall be payable whether or not such action is
prosecuted to judgment. Prevailing party within the meaning of this paragraph
shall include, without limitation, a party who brings an action against the
other after the other's default, if such action is dismissed upon the other's
payment of the sums allegedly due or performance of the covenants allegedly
breached, or if the plaintiff or cross-complainant obtains substantially the
relief sought by it in the action.

UTILITIES: Tenant shall pay for all the fuel, gas, oil, heat, electricity,
water, trash, telephone, janitorial and all other materials and services which
may be furnished to or used in or about said premises during the term of the
lease. Landlord reserves the right to procure and maintain a common garbage
container, and/or common utilities; and Tenant shall reimburse Landlord, upon
demand for Tenant's pro-rata share of the cost thereof. Landlord shall not be
liable to Tenant for injury, damage to Tenant's property, loss of Tenant's
business or profits from any failure, interruption, rationing or other
curtailment in the supply of electric, gas, water or other utilities from
whatever cause.


                                       11

<PAGE>   12
LIENS: Tenant shall keep the premises and building of which the premises are a
part free and clear of any liens and shall indemnify, hold harmless and defend
Landlord from any liens and encumbrances arising out of any work performed or
materials furnished by or at the direction of Tenant. In the event any lien is
filed, Tenant shall do all acts necessary to discharge any lien within ten (10)
days of filing, or if Tenant desires to contest any lien, then Tenant shall
deposit with Landlord one and one-half times the amount of said lien as security
for the payment of said lien claim. In the event Tenant shall fail to pay any
lien claim when due or shall fail to deposit the security with Landlord, then
Landlord shall have the right to expand all sums necessary to discharge the lien
claim, and Tenant shall pay as additional rental, when the next rental payment
is due, all sums expended by Landlord in discharging any lien, including
attorney fees and costs.

TAXATION: As additional rental Tenant agrees to pay to Landlord an amount equal
to the total real property taxes, assessments, levies and other charges of any
kind or nature whatsoever, general and special (including all installments of
principal and interest required to pay any general or special assessments for
public improvements) and any increases resulting from any reassessments, now or
hereafter imposed by any government, quasi-government, or special district
having the direct or indirect power to tax or levy assessments, which are levied
or assessed for whatever reason against the project or any portion thereof
including the land upon which said project is located and appurtenances thereto,
or landlord's interest therein, or the fixtures, equipment, and other property
of landlord that is an integral part of the project and located thereon. In the
event the leased premises shall be assessed with other property of Landlord,
Landlord shall use its best efforts to have the leased premises separately
assessed, but if Landlord cannot obtain such separate assessment, the Tenant
shall pay the total taxes assessed against all real property within such
assessment that the square footage of real property within the leased premises
bears to the total square footage of all rentable real property excluding common
areas within the assessment. A like calculation shall be made if the
improvements contained within the leased premises are assessed with other
improvements; however, Tenant shall be solely responsible for any increase in
taxes or assessments caused by their own construction or improvements to the
leased premises. If, during the term of this lease, any special tax or
assessment shall be levied solely against Landlord's individual parking spaces
adjacent to the building of which the leased premises are a part, Landlord shall
pay such special tax or assessment and Tenant shall reimburse Landlord upon
receipt of a copy of Landlord's tax or assessment bill its proportionate share
thereof in the ratio set forth above.

          USER PROHIBITED: Tenant shall not use, or permit said premises, or any
part thereof, to the used, for any purpose of purposes other than the purpose or
purposes for which the said premises are hereby leased; and no use shall be made
or permitted to be made of the said premises, nor acts done, which will increase
the existing rate of insurance upon the building in which said premises may be
located, or cause a cancellation of any insurance policy covering said building,
or any part thereof, not shall Tenant sell, or permit to be kept, used, or sold,
in or about said premises, any article which may be prohibited by the standard
form of fire insurance policies. Tenant shall, at Tenant's sole cost and




                                       12

<PAGE>   13
expense, comply with any and all requirements, pertaining to said premises, of
an insurance organization or company, necessary for the maintenance of
reasonable fire and public liability insurance, covering said building and
appurtenances.

INSURANCE: Tenant shall at all times maintain commercial general liability,
plate glass, worker's compensation and property damage insurance to protect
against any liability to the public, or to any employee, agent or invitee of
Tenant or Landlord, incident to the use of or resulting from any accident
occurring in or about the premises, with limits of liability of not less than
$3,000,000.00 per occurrence/$5,000,000.00 aggregate. All policies of insurance
provided for herein shall: (a) Be written in companies authorized to do
business in the State of California, and rated "A" or better in Best's
Insurance Reports, or as specifically otherwise accepted by Landlord by
written consent; (b) Be written as primary policies of insurance and not
contributing with or in excess of any coverage which Landlord may carry, and
cover, insurance and name Landlord as an additional assured; (c) Contain an
endorsement requiring thirty (30) days written notice to Landlord prior to
cancellation or any change in coverage. All public liability insurance and
property damage insurance shall insure performance by Tenant of the indemnity
provisions of this lease and the policies shall contain cross-liability
endorsements and a waiver of all rights of subrogation against landlord. In no
event shall the limits of said policies be considered as limiting the liability
of tenant under this lease.

Landlord shall purchase and keep in force insurance covering the building and
common areas. Said insurance shall include, if available, fire, public
liability, earthquake, flood, property damage, extended coverage perils, loss
of rents and similar coverage and in amounts as may be deemed necessary by
Landlord or as may be required by any mortgage lender. Landlord will not carry
insurance on Tenant's possessions or business operations. The provisions of
this paragraph shall in no way limit the right of Landlord to charge to tenants
of the project as additional rent the pro-rata costs incurred by Landlord,
including deductibles incurred by Landlord as a result of any insured and
uninsured loss, in providing such property insurance.

MUTUAL WAIVER OF SUBROGATION: Landlord hereby releases Tenant, and Tenant
hereby release Landlord and its respective partners and officers, agents,
employees and servants, from any and all liability for loss, damage or injury
to the property of the other in or about the Leased Premises which is caused by
or results from a peril or event or happening which would be covered by
insurance required to be carried under the terms of this Lease, or is covered
by insurance actually carried and in force at the time of the loss, by the party
sustaining such loss; provided, however, that such waiver shall be effective
only to the extent permitted by the insurance covering such loss and to the
extent such insurance is not prejudiced thereby.

COMPLIANCE WITH GOVERNMENTAL REGULATIONS: Tenant shall, at his sole cost and
expense, comply with all of the requirements of all Municipal, State and
Federal authorities now in force, or which may hereafter be in force,
pertaining to the said premises, and shall faithfully observe in the use of the
premises all Municipal ordinances and State and Federal statutes now in force
or which may hereafter be in force. The judgment



                                       13
<PAGE>   14
of any court of competent jurisdiction, or the admission of Tenant in any action
or proceeding against Tenant, whether Landlord be a party thereto or not, that
Tenant has violated any such ordinance or statute in the use of the premises,
shall be conclusive of that fact as between Landlord and Tenant.

EFFECTS OF CONVEYANCE: The term "Landlord" as used in this lease, means only
the owner for the time being of the land and building containing the premises.
In the event of any sale of said land or building, the Landlord shall be and
hereby is entirely freed and relieved of all covenants and obligations as the
Landlord hereunder accruing after the date of said transfer, and it shall be
deemed and construed, without further agreement between the parties that the
purchaser of said property shall assume and agree to carry out any and all
covenants of this lease on the part of the Landlord. The Landlord shall
transfer and deliver the security, as such, to the purchaser of said property,
and thereupon the Landlord shall be discharged from any further liability in
reference thereto.

ADVERTISEMENTS AND SIGNS: Landlord reserves the right to the use of the exterior
walls and the roof of the premises and of the building of which the premises
are a part. Tenant shall not inscribe, paint or affix any signs,
advertisements, place card or awnings on the exterior or roof of the premises
or upon the entrance doors, window, or the sidewalk on or adjacent to the
premises without the prior written consent of Landlord. Any signs so placed on
the premises shall be so placed upon the understanding and agreement that
Tenant will remove same at the termination of this lease and will repair any
damage or injury to the premises caused thereby, and if not so removed by
Tenant, then Landlord may remove it at Tenant's expense.

DESTRUCTION OF PREMISES: If the building in which the herein demised premises
is situated shall be damaged or destroyed by fire, earthquake, act of God, or
the elements, Tenant shall give immediate notice thereof to Landlord and
Landlord shall forthwith repair the same, provided that there are sufficient
proceeds from said insurance to cover the cost of restoration (assuming
Landlord is carrying the insurance required to be carried by landlord by this
lease), and provided such repairs can be made under the laws and regulations of
State, County or Municipal authorities, but such destruction or damage shall in
no event annul or void this lease. Tenant shall be entitled to a proportionate
deduction of rent while such repairs are being made, such proportionate
deduction to be based upon the extent to which the making of such repairs shall
interfere with the business carried on by the Tenant in the said premises. If
such repairs can not be made in said manner in sixty (60) days, the Landlord
may, at its option, make same within a reasonable time, this lease continuing
in full force and effect, but the Tenant shall be entitled to a proportionate
deduction of rent while such repairs are being made as herein above provided.
In the event that the Landlord does not so elect to make such repairs, this
lease may be terminated at the option of either party. In the event that the
Landlord within sixty (60) days of the date of the destruction does not notify
Tenant in writing of Landlord's intent to elect to make such repairs, this
lease may be terminated at the option of either party. In respect to any damage
or destruction which Landlord is obligated to repair or may elect to repair
under the terms of this paragraph, the provision of Section 1932, Subdivision
2, and of Section 1933,



                                       14
<PAGE>   15
Subdivision 4, of the Civil Code of the State of California are waived by
Tenant.

CONDEMNATION: The word "condemnation" or "condemned" as used in this lease
shall mean the exercise of, or intent to exercise the power of eminent domain
expressed by the condemn in any writing as well as by the filing of any action
or proceeding for such purpose, by any entity having the right of power of
eminent domain, and shall include a voluntary sale by Landlord to any such
entity, either under threat of condemnation or while condemnation proceedings
are pending, and "condemnation" shall occur upon the actual physical taking of
possession by the condemnor. In the event the demised premises are condemned,
this lease shall terminate, and Landlord shall be entitled to and shall receive
the total amount of any award made with respect thereto, regardless of whether
the award is based on a single award or a separate award as between Landlord
and Tenant, and, if and to the extent that any such award or awards shall be
made to Tenant or to any person, firm, or corporation claiming through or under
Tenant. Tenant hereby irrevocably assigns to Landlord all of its right, title
and interest in and to any and all such awards. The foregoing notwithstanding,
Landlord shall turn over to Tenant that portion of any such award received by
Landlord hereunder which is attributable to Tenant's fixtures and equipment
which are condemned as part of the real property but which Tenant would
otherwise be entitled to remove, and the appraisal of the court, or the
condemning entity if the condemnation is not determined by a court, of the
amount of any such award allocatable to such items shall be conclusive. If
total award be fixed by negotiation and be greater than the condemning entity's
appraisal, the portion attributable to Tenant's fixtures and equipment
aforesaid shall be the same proportion of the actual award as said fixtures and
equipment were of the entity's appraisal.

WAIVER: No waiver by Landlord of any provision of this lease shall be deemed to
be a waiver of any other provisions hereof or of any subsequent breach by
Tenant of the same or any other provisions. 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 by tenant, whether or not similar to the act so consented
to or approved.

SUBORDINATION: Tenant agrees that this lease is and shall be subject and
subordinate to any mortgage, deed of trust or other instrument of security
which has been or shall be placed on the land and building or land or building
of which the premises form a part, and this subordination is hereby made
effective without any further act of Tenant. The Tenant shall, at any time
hereafter, within ten days, execute any commercially reasonable instruments,
releases or other documents that may be required by any mortgagee, mortgagor or
trustor or beneficiary under any deed of trust for the purpose of subjecting
and subordinating this lease to the lien of any such mortgagee, deed of trust
or other instrument of security, and the failure of the Tenant to execute any
such instruments, release or documents, shall constitute a default hereunder.

NOTICES: It is agreed between the parties hereto that any notice required
hereunder or by law to be served upon either of the parties shall be in


                                       15
<PAGE>   16
writing and shall be delivered personally upon the other or sent by registered
or certified mail, postage prepaid, addressed to the demised premises, in the
instance of Tenant, and to the place where rental is paid, in the instance of
Landlord, or to such other address as may be from time to time furnished in
writing by Landlord to Tenant or by Tenant to Landlord, each of the parties
hereto waiving personal or any other service than as herein provided. Notice by
registered or certified mail shall be deemed to be communicated forty-eight
(48) hours from the time of mailing.

SUCCESSORS AND ASSIGNS: The covenants and agreements contained in this lease
shall be binding upon the parties hereto and upon their respective heirs,
executors, administrators, successors and assigns; and all of the parties
hereto shall be jointly and severally liable hereunder.

REMEDIES CUMULATIVE: The remedies available to Landlord under the terms of this
agreement and in law or equity shall be cumulative and the exercise of one
remedy shall not constitute an election of remedies.

SEVERABILITY: 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 such remaining provisions shall remain in full force and effect.

TIME: Time is of the essence of this lease.

MARGINAL CAPTIONS: The captions in the margins of this lease are for
convenience only and are not a part of this lease and do not in any way limit or
amplify the terms and provisions of this lease.

TRASH: All trash containers belonging to Tenant are to be stored in the
supplied trash enclosure or within the Tenant's rented space.

LEASED PREMISES: The leasable area is measured to the outside edge of the
outside walls and drip lines to the centerline of any demising walls (if there
are any), including a pro rata share of the electrical room and other common
spaces and for purposes of this lease, agreed between Landlord and Tenant to
contain said number of square feet.

COMMON AREAS: Tenant shall have the exclusive right to use the common areas
solely for the purposes which they were intended and for no other purposes
whatsoever. Tenant and its employees and invitees shall have the exclusive
right to use all parking spaces. Tenant hereby authorizes Landlord at Tenants
sole expense to tow away from the project and store until redeemed by its owner
any vehicle belonging to Tenant, or Tenant's employees parked in violation of
these provisions. Tenant shall not, at any time, park or permit to be parked
any recreational vehicles, inoperative vehicles or equipment on any portion of
the property. Landlord shall at all times have exclusive control of the common
areas including without limitation the right to prohibit mobile food and
beverages or other vendors from entering the property.

HAZARDOUS & TOXIC SUBSTANCES: Tenant shall comply with all statutes, laws,
ordinances, rules regulations and precautions mandated or advised by any
federal, state or local or governmental agency with respect to the use,
generation, storage or disposal of hazardous, toxic or


                                       16
<PAGE>   17
radioactive materials (collectively, "Hazardous Materials"). As herein used,
Hazardous Materials shall include, but not limited to, those materials,
identified in Sections 66680 through 66685 of Title 22 of the California
Administration Code, Division 4, Chapter 30, as amended from time to time, and
those substances defined as "hazardous substances", "hazardous material",
"hazardous wastes", or other similar designations in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. Section 6901 et seq., the Resource Conservation and Recovery Act, 42
U.S.C. Section 6901 et seq., the Hazardous Materials Transportation Act, 49
U.S.C. Section 1801 et seq. And any other governmental statutes, laws,
ordinances, rules, regulations and precautions concerning the environment.
Tenant shall not cause or allow anyone else to cause, any Hazardous Materials to
be used, generated, stored or disposed or on or about the premises, the building
or the project without the prior written consent of Landlord. Landlord shall not
unreasonably withhold approval. Any willful withholding from landlord of
information relating to hazardous materials used or stored by tenant shall
constitute a default under the terms of the lease and shall be cause for lease
termination at Landlord's option. Tenant's prior indemnity shall extend to all
liability, including all foreseeable and unforeseeable consequential damages,
directly or indirectly arising out of the use, generation, storage or disposal
of Hazardous Materials by Tenant or any person claiming under Tenant, including
without limitation, the cost of any required or necessary repairs, cleanup or
detoxification and the preparation of any closure or other required plans,
whether such action is required or necessary prior to or following the
termination of this lease, to the full extent that such action is attributable,
directly or indirectly, to the use, generation, storage or disposal of Hazardous
Materials by Tenant or any person claiming under Tenant in violation of
environmental laws. Neither the written consent by Landlord to the use,
generation, storage or disposal of Hazardous Materials nor the strict compliance
by Tenant with all statutes, laws, ordinances, rules, regulations and
precautions pertaining to Hazardous Materials shall excuse Tenant from Tenant's
obligation of indemnification pursuant to this subsection.

LIMITATION OF LIABILITY: Tenant agrees that in the event of any default or
breach by Landlord with respect to any of the terms of the Lease to be observed
and performed by Landlord (a) Tenant shall look solely to the estate and
property (which is the subject of this lease) of Landlord or any successor in
interest in the property and the Building, for the satisfaction of Tenant's
remedies for the collection of a judgment (or other judicial process) requiring
the payment of money by Landlord; (b) no other property or assets of Landlord,
its partners, shareholders, officers or any successor in interest shall be
subject to levy, execution or other enforcement procedure for the satisfaction
of Tenant's remedies; (c) no personal liability shall at any time be asserted
or enforceable against Landlord, it's partner's or successors in interest
(except to the extent permitted in (a) above), and no judgment will be taken
against any partner, shareholder, officer or director of Landlord. The
provisions of this section shall apply only to the Landlord and the parties
herein described, and shall not be for the benefit of any insurer nor any other
third party.

SECURITY MEASURES: Tenant hereby acknowledges that Landlord shall have no
obligation whatsoever to provide guard service or any other security


                                       17
<PAGE>   18
measures for the benefit of the Premises or the complex in which it is located.
Tenant assumes all responsibility for the protection of Tenant, its agents, and
invitees and the property of Tenant and of Tenant's agents and invitees from
acts of third parties.

ESTOPPEL CERTIFICATES. Upon written request of Landlord, Tenant shall within ten
(10) days execute, acknowledge and deliver to Landlord or its designee, a
written certificate stating (a) the date this Lease was executed, the
Commencement and Expiration Date of the Term; (b) the amount of Rent and
Security Deposit and the date to which such rent has been paid; (c) that this
Lease is in full force and effect and has not been assigned, modified,
supplemented or amended in any way (or if modified stating the nature of such
modification and certifying that this lease as so modified is in full force and
effect); (d) that this lease represents the entire agreement between the parties
and that all obligations, including Tenant Improvements, under this lease have
been performed by Landlord; (e) that on such date there exist no defenses or
offsets that Tenant has against the enforcement of this Lease by Landlord; (f)
or any other matters evidencing the status of this lease that may be required
either by a lender making a loan on the premises or by a purchaser of the
premises. If Tenant shall fail to provide such certificate within ten (10) days
of receipt by Tenant of a written request by Landlord as herein provided and a
second consecutive written request with five (5) days, such failure shall, at
Landlord's election, constitute a default under this lease, and Tenant shall be
deemed to have given such certificate as above provided without modification and
shall be deemed to have admitted the accuracy of any information supplied by
Landlord to a prospective purchaser or mortgagee.

AUTHORITY: If tenant is a corporation, tenant represents and warrants that each
individual executing this lease on behalf of said corporation is duly authorized
to execute and deliver this lease on behalf of tenant in accordance with the
bylaws and/or board of director's resolution of tenant that Tenant is validly
formed and duly authorized and existing, that Tenant is qualified to do business
in California, that Tenant has the full right and legal authority to enter into
this Lease, and that this lease is binding upon tenant in accordance with its
terms.

LANDLORD WARRANTIES: Tenant acknowledges that neither landlord nor any of its
agents made any representations or warranties respecting the project, the
buildings, or the leased premises, upon which tenant relied in entering into
this lease, which are not expressly set forth in this lease. Tenant further
acknowledges that neither Landlord nor any of its agents made any
representations as to (i) whether the leased premises may be used for tenant's
intended use under existing law or; (ii) the suitability of the leased premises
for the conduct of tenant's business or; (iii) the exact square footage of the
leased premises; that tenant relied solely upon its own investigations
respecting said matters and that upon its execution of this lease, accepts the
leaseable area as specified herein. Tenant expressly waives any and all claims
for damage by reason of any statement, representation, warranty, promise or
other agreement of landlord or landlord's agent(s), if any, not contained in
this lease or in any addenda hereto.

                                       18
<PAGE>   19
IN WITNESS WHEREOF the parties hereto have executed this lease agreement the
day and year first above written.

PLEASE READ THIS LEASE CAREFULLY: LANDLORD OR ITS AGENTS OR EMPLOYEES, ARE NOT
AUTHORIZED TO GIVE LEGAL, TAX OR ACCOUNTING ADVICE. IF YOU DESIRE SUCH ADVICE,
CONSULT YOUR ATTORNEY AND/OR ACCOUNTANT BEFORE SIGNING.

LANDLORD

De Guigne Ventures, A California LLC

By:  David Dollinger Living Trust
Its:  Managing Member

By:  /s/  DAVID DOLLINGER
   ---------------------------------
     David Dollinger
     Trustee

TENANT

Skystream Corporation, Inc.

By:  /s/ JAMES OLSON
   --------------------------------
     James Olson
     President & CEO

By:  /s/  DAVID OLSON
   --------------------------------
     David Olson
     VP Operations


                                       19


<PAGE>   20
                            FIRST ADDENDUM TO LEASE
                            -----------------------


THIS FIRST ADDENDUM TO LEASE (this "Addendum") is made by and between DE
GUIGNE VENTURES, a California limited liability company ("Landlord"), and
SKYSTREAM CORPORATION, a California corporation ("Tenant"), to be a part of
that certain Lease of even date herewith between Landlord and Tenant (the
"Lease") concerning approximately 46,104 rentable square feet of space (the
"Premises") of the building located at 455 De Guigne, Sunnyvale, California.
All terms with initial capital Letters used herein as defined terms shall have
the meanings ascribed to them in the Lease unless specifically defined herein.
Landlord and Tenant agree that, notwithstanding anything to the contrary in
the Lease, the Lease is hereby modified and supplemented as follows:

     1.   Commencement Date.  The Lease shall commence on the date (the
"Commencement Date") that is the later of July 15, 2000, or (unless waived by
Tenant in writing) the date by which all of the following have occurred: (a)
Landlord has substantially completed the Tenant Improvements in accordance with
the Lease and this Addendum; (b) Landlord has delivered possession of the
Premises to Tenant; and (c) Landlord has obtained all approvals and permits
from the appropriate governmental authorities required for the legal occupancy
of the Premises (unless such approvals and permits are delayed because of work
being done by Tenant or the installation of Tenant's equipment). If the
Commencement Date has not occurred for any reason whatsoever on or before
September 30, 2000, then, in addition to Tenant's other rights or remedies,
Tenant may terminate the Lease by written notice to Landlord, whereupon any
monies previously paid by Tenant to Landlord shall be reimbursed to Tenant. In
the event the Commencement Date occurs on any date other than July 15, 2000,
the expiration date rent adjustment dates and similar dates shall be adjusted
to reflect the actual Commencement Date.

     2.  Premise; Conditions.  Tenant shall also have the exclusive right to
use the entire parcel of land on which the Premises are situated, together with
all appurtenances thereto and improvements thereon (collectively, the
"Project"), including without limitation all parking spaces currently located
thereon. Landlord warrants and represents that, as of the Commencement Date,
(i) the Premises and the Project will comply with all applicable laws, rules,
regulations, codes, ordinances, underwriters' requirements, covenants,
conditions and restrictions ("Laws"), (ii) the Premises will be in good and
clean operating condition and repair, (iii) the electrical, mechanical, HVAC,
plumbing, sewer, elevator and other systems serving the Premises will be in
good operating condition and repair, and (iv) the roof of the Premises will be
in good condition and water tight. Landlord shall, promptly after receipt of
notice from Tenant, remedy any non-compliance with such warranty at Landlord's
sole cost and expense.

     3.   Building Operating Expenses.  "Building Operating Expenses" shall not
include and Tenant shall in no event have any obligation to perform or to pay
directly, or to reimburse Landlord for, all or any portion of the following
repairs, maintenance, improvements, replacements, premiums, claims, losses,
fees, charges costs and expenses (collectively "Costs"): (a) Costs occasioned
by the act, omission or violation of any Law by Landlord or its agents,
employees or contractors; (b) Costs occasioned by fire, acts of God, or other
casualties or by the exercise of the power of eminent domain (except for the
deductibles as limited in (f) below; (c) Costs to correct any construction
defect in the Premises or the Project or to comply with any covenant,
condition, restriction, underwriter's requirement or law applicable to the
Premises or the Project on the Commencement Date; (d) Costs incurred in
connection with the violation by Landlord of the terms and conditions of any
lease or other agreement; (e) Costs for insurance deductibles for all risk in
excess of $10,000 and for earthquake in excess of $300,000 and co-insurance
payments; (f) Costs incurred in connection with the presence of any Hazardous
Material, except to the extent caused by the release or emission of the
Hazardous Material in question by Tenant; (h) Costs in the nature of
depreciation, amortization or other expense reserves; (i) Costs to repair,
replace, restore or maintain the structural portions of the Premises (including
roof); (j) lease payments and Costs for machinery and equipment, such as air
conditioners, elevators and the like in lieu of purchasing same and (k)
compensation for any employee of Landlord or any compensation retained by
landlord or its affiliates for management and administration of the



<PAGE>   21
Premises or the Project in excess of the reasonable management fee which would
be charged by an unaffiliated professional management service for operation of
comparable projects in the vicinity. Tenant shall have the right to audit
Building Operating Expenses one time per year. If the results of such audit
disclose that Tenant has overpaid Building Operating Expenses by more than five
percent (5%) of the accurate amount of Building Operating Expenses payable by
Tenant, then Landlord shall pay the cost of such audit, which cost shall not
exceed $1,000 in each instance.

     4.   Taxes.  "Taxes" shall not include and Tenant shall not be required to
pay any tax or assessment expense or any increase therein (i) levied on
Landlord's rental income, unless such tax or assessment expense is imposed in
lieu of real property taxes; (ii) in excess of the amount which would be payable
if such tax or assessment expense were paid in installments over the longest
possible term; (iii); (iv) attributable to Landlord's net income, inheritance,
gift, estate or state taxes; or (v) resulting from the change of ownership or
transfer of any interest in the Premises or the Project in excess of one time
every five (5) years or from the improvement of any of the Premises or the
Project for the sole use of other occupants.

     5.   Renewal Option.  If Landlord and Tenant are unable to reach agreement
as to the Market Rate within thirty (30) days after Landlord's receipt of
Tenant's notice of exercise of Tenant's Renewal Option, then either party may
demand an appraisal by giving written notice to the other party, which demand
must state the name, address and qualifications of an appraiser selected by the
party demanding an appraisal (the "Notifying Party"). The Market Rate shall then
be determined as follows:

          (a) Within ten (10) business days following the Notifying Party's
appraisal demand, the other party (the "Non-Notifying Party") shall either
approve the appraiser selected by the Notifying Party or select a second
properly qualified appraiser by giving written notice of the name, address and
qualifications of such other appraiser to the Notifying Party. If the
Non-Notifying Party fails to select an appraiser within such ten (10) business
day period, then the Notifying Party's appraiser shall be deemed selected by
both parties and no other appraiser shall be selected. If two appraisers are
selected, such two appraisers shall select a third qualified appraiser within
ten (10) business days following selection of the second appraiser. If the two
appraisers fail to select a third qualified appraiser, then the third appraiser
shall be appointed by the then presiding judge of the Superior Court of Santa
Clara County upon application by either party.

          (b) If only one appraiser is selected, then that appraiser shall
notify the parties in simple letter form of its determination of the Market Rate
within fifteen (15) business days following his/her selection, which appraisal
shall be conclusive and binding on the parties as the Market Rate. If multiple
appraisers are selected, the appraisers shall meet not later than fifteen (15)
business days following the selection of the last appraiser. At such meeting,
the appraisers shall attempt to determine the Market Rate as of the termination
date of the Lease by agreement of at least two (2) of the appraisers. If two (2)
or more of the appraisers agree on the Market Rate at the initial meeting, such
agreement shall be determinative and binding upon the parties and the agreeing
appraisers shall, in simple letter form executed by the agreeing appraisers,
forthwith notify both Lessor and Lessee of the amount set by such agreement. If
multiple appraisers are selected and two (2) appraisers are unable to agree on
the Market Rate, then all appraisers shall submit to Lessor and Lessee an
independent appraisal of the Market Rate within twenty (20) business days
following appointment of the final appraiser. The parties shall then determine
the Market Rate by averaging the appraisals, provided that any high or low
appraisal, differing from the middle appraisal by more than ten percent (10%) of
the middle appraisal, shall be disregarded.

          (c)  All appraisers shall be members of the American Institute of Real
Estate Appraisers and shall have at least five (5) years experience appraising
properties comparable to, and in the vicinity of, the Premises. If only one
appraiser is selected, then each party shall pay one-half (1/2) of the fees of
that appraiser. If three appraisers are selected, each party shall bear the fees
of the appraiser that it selected and one-half (1/2) of the fees of the third
appraiser.



                                      -2-
<PAGE>   22
          (d)  Notwithstanding the foregoing, in no event shall the Market Rate
be less than eighty-five percent (85%) of the Base Rent for the last year of the
Term and the Market Rate shall be increased three percent (3%) per year during
the Option Term.

     6.   Tenant Improvements.

          (a)  Landlord shall cause proposed final plans for the Tenant
Improvements to be prepared as quickly as possible, all of which shall conform
to and represent logical evolutions of or developments from Exhibit A to the
Lease. The plans shall be delivered to Tenant immediately upon completion.
Within ten (10) working days after receipt thereof, Tenant may, at its election
(i) approve the plans, or (ii) deliver to Landlord specific written changes to
such plans as are necessary, in Tenant's opinion, to conform such plans to such
Exhibit A. If Tenant desires to make changes to such plans, Landlord shall not
unreasonably withhold its approval of such changes and the parties shall confer
and negotiate in good faith to reach agreement on modifications to the plans as
a consequence of such changes. As soon as approved by Landlord and Tenant,
Landlord shall submit the approved plans to all appropriate governmental
agencies and thereafter Landlord shall use its best efforts to obtain all
required governmental approvals as soon as possible. No changes may be made in
the approved plans without Landlord's and Tenant's approval (not to be
unreasonably withheld). Notwithstanding the foregoing, if Tenant makes any
changes to the plans after the execution date of the Lease, Tenant shall pay for
the costs, if any, of these changes. Any changes that increase the cost of the
Tenant Improvements shall be referred to as Extras.

          (b)  Landlord shall select the general contractor to construct the
Tenant Improvements (the "General Contractor"). The General Contractor is the
contractor of Landlord only, and Tenant shall have no liability to the General
Contractor under the construction contract. Notwithstanding the foregoing,
Tenant shall have the right to select its own general contractor for performing
any Extras.

          (c)  Landlord shall pay all costs associated with the Tenant
Improvements, subject to the specifications and plans attached hereto as Exhibit
A. In addition, Landlord shall pay and Tenant shall have no responsibility for,
the following costs associated with any improvements made by Tenant: (i) costs
attributable to improvements installed outside the demising walls of the
Premises unless such improvements are requested by Tenant; (ii) costs incurred
to remove Hazardous Materials from the Premises or the Project; (iii) costs
incurred as a consequence of delay (unless the delay is caused by Tenant),
construction defects or defaults by any contractor; (iv) costs recoverable by
Landlord on account of warranties or insurance; (v) restoration costs in excess
of insurance proceeds as a consequence of casualties; (vii) penalties and late
charges attributable to Landlord's failure to pay construction costs; (vii)
costs to bring the Premises or the Project into compliance with applicable Laws,
including, without limitation, the Americans with Disabilities Act and Hazardous
Materials Laws; and (viii) Landlord's construction supervision costs or other
general overhead costs.

          (d)  Effective upon delivery of the Premises to Tenant, Landlord
warrants that (i) construction of the Tenant Improvements was performed in
accordance with all Laws and the final approved plans and in a good and
workmanlike manner, and (ii) all material and equipment installed in the
Premises conformed to such approved plans and was new and otherwise of good
quality.

          (e)  So long as such occupancy does not interfere with Landlord's
construction of the Tenant Improvements, Tenant shall have the right to occupy
the Premises prior to substantial completion of the Tenant Improvements for the
purpose of installing Tenant's equipment, data and telecommunications systems,
and trade fixtures. Any such occupancy shall be subject to all of the terms of
the Lease except the obligation to pay rent.



                                      -3-
<PAGE>   23
     7. Repairs and Maintenance. Landlord shall perform and construct, and
Tenant shall have no responsibility to perform or construct, any repair,
maintenance or improvements (a) necessitated by the acts or omissions of
Landlord, or its respective agents, employees, contractors or invitees, (b)
occasioned by fire, acts of God or other casualty or by the exercise of the
power of eminent domain, (c) required as a consequence of any violation of any
Laws or construction defects in the Premises or the Project as of the
Commencement Date and (d) for which Landlord has a right of reimbursement from
others. In performing all repair and maintenance, Landlord shall use its best
efforts to minimize any disruption to Tenant. Tenant shall not be required to
comply with or cause the Premises or the Project to comply with any Laws unless
such compliance is necessitated solely due to Tenant's alterations. Tenant shall
not be required to comply with any rule or regulation unless the same does not
unreasonably interfere with Tenant's use of, access to, or parking at the
Premises, and does not materially increase the obligations or decrease the
rights of Tenant under the Lease.

     8. Capital Improvements. If a capital improvement to the Premises or
Building is required pursuant to this Lease for any reason, except as a result
of Tenant's alterations or improvements (but not the Tenant Improvements), then
within fifteen (15) business days after Tenant delivers evidence reasonably
satisfactory to Landlord substantiating Tenant's payment of such capital
improvement, Landlord shall reimburse Tenant for the cost of the improvement
less that portion of the cost equal to the product of such total cost multiplied
by a fraction, the numerator of which is the number of years remaining in the
Term, the denominator of which is the useful life (in years) of the capital
improvement as reasonably determined by Landlord in accordance with generally
accepted accounting principles. If the above referenced capital improvement is
made during the initial Term, Tenant's share shall initially be based on the
initial Term and if Tenant thereafter exercises its Renewal Option, then upon
the commencement of the Option Term, after deducting amounts previously paid by
Tenant on account of such capital improvements, an adjustment shall be made so
that during the Option Term Tenant shall pay the balance of its share determined
by multiplying the cost of the capital improvement by a fraction, the numerator
of which is the number of years remaining in the Lease Term including the Option
Term and the denominator of which is the useful life of the capital improvement.
Notwithstanding the foregoing, Landlord shall have the right to reasonably
approve such capital improvement and to perform such capital improvement instead
of Tenant.

     9. Alterations; Tenant's Property. Tenant may construct non-structural
alterations, additions and improvements ("Alterations") in the Premises without
Landlord's prior approval, if the cost of any such project does not exceed
Twenty-Five Thousand Dollars ($25,000). Alterations and Tenant's trade fixtures,
furniture, equipment and other personal property installed in the Premises
("Tenant's Property") shall at all times be and remain Tenant's property. Except
for Alterations which cannot be removed without structural injury to the
Premises, at any time Tenant may remove Tenant's Property from the Premises,
provided that Tenant repairs all damage caused by such removal. Landlord shall
have no right to require Tenant to remove any Alterations unless it notifies
Tenant at the time it consents to such Alteration that it shall require such
Alteration to be removed. Landlord shall have no security interest or lien on
any item of Tenant's Property. Within ten (10) days following Tenant's request,
Landlord shall execute documents reasonably acceptable to Tenant to evidence
Landlord's waiver of any right, title, lien or interest in Tenant's Property and
giving any lenders holding a security interest or lien on Tenant's Property
reasonable rights of access to the Premises to remove such Tenant's Property,
provided that such lenders repair any damage caused by such removal.

     10. Utilities; Services. If there is any interruption, failure, stoppage or
interference of the utilities, services or access to be furnished by Landlord to
the Premises under the Lease due to the presence of any Hazardous Materials in,
on or about the Building or the Project (except to the extent released by
Tenant), and such interruption continues for seven (7) consecutive calendar
days, then Tenant shall be entitled to an equitable abatement of rent to the
extent of the interference with Tenant's use of the Premises occasioned

                                      -4-
<PAGE>   24
thereby. If the interference persists for more than thirty (30) consecutive
calendar days, then Tenant shall have the right to terminate the Lease.

     11. Assignment and Subletting. Tenant may, without Landlord's prior written
consent and without payment of any amount to Landlord, sublet the Premises or
assign the Lease to (a) a subsidiary, affiliate, division or corporation
controlling, controlled by or under common control with Tenant, (b) a successor
corporation related to Tenant by merger, consolidation, nonbankruptcy
reorganization, or government action, or (c) a purchaser of substantially all of
Tenant's assets, provided that in each instance the entity has a net worth that
is greater than or equal to that of Tenant at the time of the event. Neither the
sale or transfer of Tenant's capital stock, including, without limitation, a
transfer in connection with the merger, consolidation or nonbankruptcy
reorganization of Tenant and any sale through any private or public offering,
nor the pledge of or grant of a security interest in any of the Tenant's capital
stock, shall be deemed an assignment, subletting or other transfer of the Lease
or the Premises. Assignment Consideration and Excess Rental shall be determined
by deducting from the gross amounts thereof all brokerage commissions and other
marketing expenses paid or payable by Tenant in connection with such assignment
or sublease, all costs of alterations and improvements to the Premises in
connection with such sublease or assignment.

     12. Default. Tenant shall not be deemed to be in default, nor shall any
late charge be imposed, on account of Tenant's failure (a) to pay rent to
Landlord, unless such failure to pay continues for five (5) days after Tenant's
actual receipt of written notice of the delinquency or (b) to perform any other
covenant of the Lease, unless such failure continues after Tenant's actual
receipt of written notice for a period of thirty (30) days or such longer time
as may reasonably be required to cure the default. No default by Tenant shall be
deemed to occur as a result of any involuntary appointment of a receiver or the
institution of any involuntary bankruptcy or similar actions of creditors unless
the same has not been vacated or dismissed within sixty (60) days.

     13. Surrender. Tenant's obligations with respect to the surrender of the
Premises shall be fulfilled if Tenant surrenders possession of the Premises in
the condition existing at the Commencement Date, excepting ordinary wear and
tear, acts of God, casualties, condemnation, Hazardous Materials (other than
those released by Tenant), and Alterations or other interior improvements which
Tenant is not required to remove at the termination of the Lease. Under no
circumstance shall Tenant be required to remove any of Tenant's initial
improvements constructed at the Premises.

     14. Landlord's Insurance; Waiver of Subrogation. Landlord shall maintain
"all risk" property insurance insuring against risk of loss of damage to the
Project and the Premises for the full replacement cost thereof. Notwithstanding
anything in the Lease to the contrary, Landlord and Tenant hereby release each
other and their respective agents, employees, successors, assignees and
sublessees from all liability for injury to any person or damage to any property
that is caused by or results from a risk which is actually insured against,
which is required to be insured against under the Lease, or which would normally
be covered by "all risk" property insurance, without regard to the negligence or
willful misconduct of the person or entity so released. All of Landlord's and
Tenant's repair and indemnity obligations under the Lease shall be subject to
the waiver and release contained in this paragraph. Each party shall cause each
insurance policy it obtains to provide that the insurer thereunder waives all
recovery by way of subrogation as required herein in connection with any injury
or damage covered by such policy.

     15. Damage; Condemnation. Landlord shall not have the right to terminate
the Lease and shall repair and restore the Premises and the Project if the
damage to the Premises or the Project is (a) due to a risk required to be
insured against by Landlord under the Lease to the extent of the proceeds
available to Landlord from such insurance or (b) relatively minor (e.g., repair
or restoration would cost less than ten percent (10%) of the replacement cost of
the Premises). If the Premises are damaged by any peril, then Tenant shall have
the option to terminate the Lease if the Premises and the Project cannot be, or
are not in fact, fully restored by


                                      -5-
<PAGE>   25
Landlord to their prior condition within nine (9) months after the damage.
Whenever Base Rent is to be abated under the Lease, all Base Rent and
Additional Rent shall be equitably abated based upon the extent to which
Tenant's use of the Premises is diminished. Additionally, if there is a taking
of 25% or more of the Building or 20% or more of the land, then Tenant Base
Rent and Additional Rent shall be equitably abated based upon the extent to
which Tenant's use of the Premises is diminished. Notwithstanding the foregoing,
Landlord shall not be required to repair or restore the Premises during the
last two years of the Term unless Tenant exercises its Renewal Option or during
the last two years of the Option Term.

        16.     Subordination. The subordination of Tenant's rights and
interest under the Lease to any mortgage or deed of trust shall be contingent
upon Tenant's having received from any such mortgagee or beneficiary of any
deed of trust a written recognition agreement in form reasonably satisfactory
to Tenant providing that Tenant's rights and interest shall not be disturbed in
the event of any foreclosure of any such mortgage or deed of trust and
confirming that Tenant shall receive all of the rights and services provided
for under the Lease. Prior to the Commencement Date, Landlord shall deliver to
Tenant such a written recognition agreement from any mortgagee or beneficiary
of any deed of trust currently encumbering the Premises.

        17.     Hazardous Materials. To the best knowledge of Landlord, (a) no
Hazardous Material is present in the Premises or at the Project or the soil,
surface water thereof, (b) no underground storage tanks are present on the
Premises or the Project, and (c) no action, proceeding or claim is pending or
threatened regarding the Project or the Premises concerning any Hazardous
Material or pursuant to any environmental Law. Under no circumstance shall
Tenant be liable for, and Landlord shall indemnify, defend, protect and hold
harmless Tenant, its agents, contractors, stockholders, directors, successors,
representatives, and assigns from and against, all losses, costs, claims,
liabilities and damages (including attorneys' and consultants' fees) of every
type and nature, directly or indirectly arising out of or in connection with
any Hazardous Material present at any time in, on or about the Project, the
Premises, or the soil, air, improvements, groundwater or surface water thereof,
or the violation of any environmental Law, except to the extent that any of the
foregoing actually results from the release or emission of Hazardous Material
by Tenant or Tenant's Agents in violation of applicable environmental Laws.
Tenant shall have the right to use and store at the Premises reasonable
quantities of Hazardous Materials used by Tenant as cleaning and office
supplies.

        18.     Approvals. Whenever the Lease requires an approval, consent,
designation, determination, selection or judgment by either Landlord or Tenant,
such approval, consent, designation, determination, selection or judgment and
any conditions imposed thereby shall be reasonable and shall not be
unreasonably withheld or delayed and, in exercising any right or remedy
hereunder, each party shall at all times act reasonably and in good faith.

        19.     Reasonable Expenditures. Any expenditure by a party permitted
or required under the Lease, for which such party is entitled to demand and
does demand reimbursement from the other party, shall be limited to the fair
market value of the goods and services involved, shall be reasonably incurred,
and shall be substantiated by documentary evidence available for inspection and
review by the other party or its representative during normal business hours.



                                      -6-
<PAGE>   26
IN WITNESS WHEREOF, the parties have executed this Addendum.



LANDLORD:                                       TENANT:

DE GUIGNE VENTURES,                             SKYSTREAM CORPORATION,
a California limited liability company          a California corporation

By: /s/ D. Dollinger                            By: /s/ James D. Olson
   ------------------------------------             ----------------------------
Name: D. Dollinger                              Name: James D. Olson
     ----------------------------------              ---------------------------

Title: Managing Member                          Title: President & CEO
      ----------------------------------              --------------------------



                                      -7-
<PAGE>   27
                                   EXHIBIT "A"

                        TENANT IMPROVEMENT SPECIFICATIONS
                              SKYSTREAM CORPORATION
                                455 DE GUIGNE ST.
                              SUNNYVALE, CALIFORNIA

      The landlord shall provide a generic turnkey office improvement as per the
attached plan. The following are some specific specifications to amplify the
plans where not stated otherwise:

WALLS

1.    All interior walls shall be built as shown on the plan and have steel
      studs covered in 5/8" sheetrock, taped, topped and textured.

2.    All exterior walls will be insulated per energy requirements and furred
      out.

3.    All columns will be furred out.

4.    All walls will be spray textured and painted Kelly Moore bone white unless
      otherwise specified in advance by tenant.

5.    All walls will extend above the adjoining ceiling grids.

6.    If tenant chooses to install wallpaper on certain walls then landlord will
      only tape and sand those walls.

7.    The wall of the demo room facing the lobby to be as much glass as
      possible.

8.    The wall of the classroom to have a window as shown.



                                       1
<PAGE>   28

9.    The low wall on the second floor balcony shall be sheetrock open above
      except on the sides where an office is adjacent is located it shall have
      glass above the low wall to the ceiling.

10.   Any strange shaped walls, any soffit structures, any strange ceiling
      configurations shall be paid for by tenant.

11.   Any multiple paint configurations, murals shall be paid for by tenant,
      except that Tenant shall be permitted to have some accent walls (provided
      the wall has one accent color) and rooms of different colors (provided the
      room is one color).

CEILINGS

1.    All ceilings, except the restrooms and warehouse, are to be new white
      metal t-bar suspension system with 2'x4' acoustical grid.

2.    Tiles shall be white Armstrong acoustical 24" by 48" lay-in tiles second
      look II.

3.    Restroom, and shower ceilings to be new water resistant sheetrock, taped
      and finished.

4.    All ceilings to have new bracing and seismic ties.

5.    Ceiling shall be level and in a flat plane and at their current height (10
      feet on the first floor and 9 feet on the second Floor).

PAINTING

1.    All paint to cover regardless of how many coats may be necessary.

2.    All offices to be painted Kelly Moore bone white flat.

Doors

1.    All doors to be 9' prefinished hollow core birch with all the necessary
      building hardware required to complete the job.


                                        2



<PAGE>   29


2.    All doors to have three butts by Stanley or equivalent.

3.    All locks by Schlage. (lever locks-26d finish)

4.    All miscellaneous door hardware by Schlage.

5.    All doors to have proper signage per applicable codes.

6.    All conference rooms, training rooms to have 4 foot glass sidelights where
      possible (as shown on plan) with aluminum frames.

7.    All exterior doors will have door closures (surface mounted Norton or
      equal).

8.    All outside doors will be keyed with one master key.

9.    All doorframes to be in aluminum.

10.   Doors to labs and warehouse to be double doors as shown.

PLUMBING

1.    Existing restrooms and showers to remain and made to be ADA compliant (if
      needed). Any changes to the existing restroom cores will be split 50/50
      between the tenant and the landlord.

2.    Landlord to install lockers in the shower areas, new sheetrock ceilings
      and new doors.

3.    Landlord will create a lunchroom. This room will have approximately 35
      feet of cabinets both top and bottom cabinets (with adjustable height
      shelves with doors) with a double sink that has hot water Top surface will
      be laminated plastic with backsplash. Colors to be selected by tenant.

4.    Landlord will also create a small coffee bar on both floors as shown on
      the plan. This coffee bar will consist of a small Cabinet (nine feet) with
      upper and lower cabinets with adjustable height shelves with doors and a
      single sink with instahot water.


                                        3



<PAGE>   30



5.    Tenant will provide and install all appliances and catering equipment and
      their related hoods.

6.    Landlord will create a very slightly curved 15 foot counter with a
      laminated top for the second floor coffee bar

7.    Landlord will create a very slightly curved counter with a laminate top as
      shown on the plan for the second floor copy room

HVAC

1.    Landlord will provide approximately 1 ton of HVAC per 400 sq. ft. of space
      or as determined by Landlords engineer for tenant's office environment.
      These will be prepackaged gas/electric units in roughly 20 ton increments
      made by Trane, Carrier or their equivalent. Landlord will provide
      additional tonnage to cool the main lobby if the mechanical engineer
      determines it is needed. Landlord to provide all interior soft ducting so
      as to make a completely operational system with proper circulation and
      zoning. Landlord to make sure that tenant's lab area and server room is
      separately zoned. Any additional HVAC loads or hard ducting will be paid
      for by tenant.

2.    Each unit to have separate thermostats for zoning. Thermostat to switch
      from hot to cool automatically. Thermostats to be Robertshaw or equivalent
      with blind-locking covers.

3.    All grilles to be white and flush with ceiling.

4.    All systems will be started, tested and balanced.

ELECTRICAL

1.    The building will have a J-Box for the exterior on building sign. Tenant
      shall provide and install their own sign.

2.    All room walls will have an outlet six feet from the door and spaced 12'
      thereafter. Tenant to be providing voice and data cabling and face plates.


                                        4



<PAGE>   31


3.    in the open areas Landlord to provide extra J-Boxes above the ceiling grid
      for tenant to connect their cubicle systems and provide outlets every 12
      feet around the perimeter walls. All plugs shall be wall mounted at code
      required heights.

4.    All trim shall be ivory.

5.    All subpanels shall be recessed in the walls. Landlord will provide a
      blank panel on the first and second floors for up to 25 circuits (G.E. or
      equal)

6.    All distribution shall be overhead.

7.    All parking lot lights, soffit lights, decorative lights and bollards are
      to be provided, wired and installed.

8.    Landlord to provide 20 20 amp circuits dropped from the ceiling or in
      floor outlets (provided Tenant specifies floor outlets prior to Landlord's
      pouring of the second floor concrete) per future tenant plans per each of
      the five lab areas.

9.    Tenant to connect and install their own equipment including all
      partitions.

10.   Landlord to install extra plugs in the lunch room for a possible
      refrigerator, microwaves (4) and vending machines (which will require 20
      or 30 amp circuits).

11.   Landlord to install extra plugs at the coffee stations, copy stations and
      reception areas.

12.   The Board room will have two extra J-Boxes in the ceiling and a twenty amp
      circuit with five outlets in the floor. Landlord will install a J-Box for
      an electronic projection screen

13.   The customer training room will have one J-Box in the ceiling and 3 20amp
      circuits each with 3 outlets. Landlord will install a J-Box for an
      electronic projection screen

14.   The fitness room will have one J-Box in the ceiling. Three walls will have
      outlets every 6 feet on the walls.

15.   The theater room will have an outlet every 6 feet.


                                       5


<PAGE>   32


16.   The server room will have 4 30 amp circuits

17.   Storage room on second floor near the QA lab to have a J-box in the
      ceiling and two twenty amp circuits.

18.   All lights, except restrooms, warehouse and open work areas, to be
      Lithonia 2PM or Columbia P4 3 tube, 2x4 drop in fluorescent fixtures, F32,
      SP35s with T8 energy saving ballasts with parabolic lenses.

19.   All lights in the open areas shall be indirect lighting by Dona Fineline
      Series Five controlled by a sensor at the front and rear doors.

20.   Lights will be installed in the office area to provide 1.5 watts per
      square foot.

21.   Lights in the warehouse to be 8' fluorescent chain hung with wire guards

22.   Landlord will provide 3-4' conduits between the server room and the IDF

23.   The Lobby will have 2 20 amp circuits and 4 outlets

24.   First floor central copy area will have 1 30amp circuit and 3 20amp
      circuits

25.   IDF will have 2-30amp circuits

26.   Second floor copy room will have 3 20amp circuits

27.   Demo room to have 2 20 amp circuits

GLASS

1.    Doors-Manufacturers standard hardware and mailslots, narrow stile,
      cylinder lock outside, thumbturn inside, concealed overhead closures,
      push/pull bar inside, pull handle outside. Weather-stripped all four
      sides, thresholds.

2.    Center glaze, full height tempered glass as required.


                                        6



<PAGE>   33



3.    The main lobby shall have clear glass with blue tint. All other glass will
      be blue reflective.

4.    All colored metal to be factory finish.

MISCELLANEOUS

1.    Landlord to provide all fire extinguishers required.

2     Landlord to provide all handicap signs.

3.    Landlord to provide all other signs required by City such as "meter room",
      "doors to remain unlocked", "door numbering front and back". Tenant names
      not included.

4.    Landlord to provide generic concrete monument sign as designed. Tenant to
      provide and install their own logo or sign on this monument sign subject
      to city codes.

5.    Landlord to provide standard horizontal white mini-blinds at all windows.

6.    Any roof mounted equipment must be located within the roof screen provided
      by landlord. Any additional roof screen needed due to specialized tenant
      improvements will be at tenant's sole cost.

7.    All alterations or equipment installations shall be performed by Tenant to
      code and will be a tenant's sole cost and expense.

8.    All telephone, computer, networking, satellite, audio visual or security
      equipment shall be provided and installed at tenant's sole cost and
      expense.

9.    Any drapes, or special wall coverings to be provided by tenant.

10.   Any specialized cabinets except those outlined specifically in these specs
      shall be paid for by tenant. These include the A/V cabinets in the
      boardroom, the round shape seating structures by, the coffee bars and
      lobby and the main reception structure.


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FIRE PROTECTION

1.    The entire building will be sprinkled for fire in accordance with City or
      County fire codes. Include all items necessary for a complete working
      system and including, piping, switches, valves, permit fees, inspection
      fees, detector check valve, post indicator valve, tamper switches, water
      flow switches, bells, gauges, separate shut off valves, flow valves, UL
      central station monitoring equipment, temper switches, risers, etc. as
      required by the appropriate Fire Department.

2.    All visible sprinkler drops shall have semi-recessed heads unless
      specified differently by the Fire Department.

3.    Landlord will include everything for a complete system that may be
      required by the fire department and obtain final fire department approval.

4.    Landlord will conceal all piping as close to the roof as possible.

5.    Landlord will include installation of fire sprinkler supervisory system,
      monthly maintenance fee to be paid by Tenant.

6.    All bells to be screened from view as much as possible.

7.    Any area needing specialized needs (such as the server room) attention
      such as a dry system will be paid for by tenant.

FLOORING

1.    Landlord to provide and install all flooring.

2.    The entire building except as specified shall be glued down nylon carpet
      (30 ounce Designweave or equivalent) with a 4" topset rubber base.

3.    All lab areas and lunch room to have VCT flooring with 4" topset rubber
      base.


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4.    The entry lobby shall be limestone, or equivalent only (not to exceed $10
      per foot for materials) where the ceiling is two stories, the balance to
      be carpet. Landlord shall provide a matching walk-off mat

5.    Bathroom floor tile to remain.

6.    Warehouse floor to be sealed concrete.

7.    Tenant shall pay the increased cost for any specialized or raised computer
      floors including any anti-static or coved needs on any other floors.

8.    All rooms to have one color carpet at the same height. Tenant shall pay
      the increased cost for any interwoven multiple color schemes, borders,
      accents, or height variations.

SITE WORK

1.    Landlord to install all walkways, ramps, curbs etc on plans.

2.    Landlord to provide new trash enclosure.

3.    Landlord will re-strip and reseal the lot and provide evacuation circles
      for the tenant.

LANDSCAPING

1.    New landscaping around perimeter of building. All plants shall be healthy
      and with all trees properly double staked.

CORE

1.    Landlord to create a new dramatic lobby. This lobby will be open to the
      second floor as shown on the plan.

2.    Landlord will install a new AIDA compliant (dover marquis plan #1 or
      equivalent) elevator in the lobby as shown.

3.    Freight elevator in rear to remain.

4.    Landlord will install a new standard staircase behind the lobby as shown.


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5.    Landlord will install a third standard staircase as shown an the plan in
      the right rear corner.

6.    Landlord will install three twenty amp outlets and three (3) phone outlet
      along the back wall of lobby where receptionist will be located.

Any changes to the plans will be billed to the tenant at developer's cost as
charged by the General Contractor, if any. As landlord is allowing tenant to
choose all color combinations, except the restrooms and outside building
elevations, a strict time schedule must be maintained as will be outlined by the
General Contractor. If a decision is not made in a timely manner after 48 hour
written notice has been given to tenant, then the Landlord's decision will be
final. Any upgrades in materials from those specified will be paid for by tenant
directly with the General Contractor.

Landlord shall keep tenant apprised of the construction progress. Landlord shall
give tenant 30 days written notice of the anticipated delivery of the space. At
the end of the 30 day period, and upon the space being substantially completed,
the tenant shall commence paying rent. At this time the Tenant is to provide to
the General Contractor, with a copy to the landlord, of a punchlist of any item
needed to be corrected. All punchlist items will be corrected as quickly as
possible. Landlord shall warrant that upon Tenant taking possession, that all
building systems and Tenant Improvements shall be in good, working condition and
shall warrant them for a period of one year.


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