Exhibit 10.80 CALIFORNIA  INDUSTRIAL LEASE  AIRPORT BUSINESS CENTER  Dated:  November 28,
2007  1.             BASIC
LEASE TERMS.  For purposes of this Lease, the following
terms have the following definitions and meanings:  (a)           Landlord:  AIRPORT
INDUSTRIAL COMPLEX, a California limited partnership  Landlords Address (For Notices):  AIRPORT INDUSTRIAL COMPLEX
c/o The Koll Company 17755 Sky Park East,
Suite 100 Irvine, CA 92614 Attention:  Jeri Town, Property Manager  With a copy to:  The Koll Company 4343 Von Karman Avenue,
Suite 150 Newport Beach,
California  92660 Attn:  Regional Asset Manager Airport Business
Center.  Landlords
Address (For Payment of Rent):  Airport Industrial Complex Dept. 2619-001 Los Angeles, CA 90084-2619  (b)           Tenant:  MFIC
CORPORATION, a Delaware corporation  Tenants Trade Name:Microfluidics  Tenants Address for Premises:                                      Tenants
Address for Notices:  17971 Sky Park Circle,
Suite B                                            30
Ossipee Road Irvine, CA  92614                                                                  Newton,
MA  02464-9101  (c)           Premises: 
Suite(s) B of Building 3301 (the Building) of AIRPORT
BUSINESS CENTER (the Project), located at 17971 Sky Park Circle, in
the City of Irvine (City), County of Orange (County), State
of California (State) as shown on Exhibit A-I.  The Premises contain approximately 1,092
Rentable Square Feet (subject to adjustment as provided in this Lease).  (d)           Tenants Share of Operating Expenses:  .09 %  (e)           Term:  61  calendar months  (f)            Commencement Date: 
December 1, 2007  (g)           Expiration Date: 
December 31, 2012  (h)           Monthly Base Rent:  PERIOD COVERED:
  
  MONTHLY BASE RENT:12/01/07
   12/31/07
  
  $
  0.0001/01/08
   12/31/08
  
  $
  1,583.4001/01/09
   12/31/09
  
  $
  1,654.7101/01/10
   12/31/10
  
  $
  1,729.0701/01/11
   12/31/11
  
  $
  1,806.9301/01/12
   12/31/12
  
  $
  1,888.29
  (i)            Monthly Operating Expense Charge:  PERIOD COVERED:
  
  MONTHLY OPERATING EXPENSE CHARGE:12/01/07
   12/31/07
  
  $
  0.0001/01/08
   12/31/10
  
  $
  66.0001/01/11
   12/31/12
  
  $
  88.00
  (j)            Security Deposit: $2,101.29  (k)           Non-Refundable Cleaning Fee Portion of Security Deposit:  $125.00  (l)            Permitted Use: 
General office and no other use without the express written consent of
Landlord, which consent Landlord may withhold in its sole and absolute
discretion.  (m)          Broker(s): Koll Industrial Properties
representing Landlord and The Saywitz Company
(Robert Ritschel)representing Tenant.  1


(n)           Guarantor(s):  None.  (o)           Interest Rate:  The
greater of ten percent (10%) per annum or two percent (2%) in excess of the
prime lending or reference rate of Wells Fargo Bank N.A., or any successor bank
in effect on the twenty-fifth (25th) day of the calendar month immediately
prior to the event giving rise to the Interest Rate imposition; provided,
however, the Interest Rate will in no event exceed the maximum interest rate
permitted to be charged by applicable law.  (p)           Exhibits:  Exhibit A-1
and Exhibit Cthrough Exhibit G, inclusive, which
Exhibits are attached to this Lease and incorporated herein by this reference.  This Paragraph 1 represents a summary of the basic terms and
definitions of this Lease.  In the event
of any inconsistency between the terms contained in this Paragraph 1 and
any specific provision of this Lease, the terms of the more specific provision
shall prevail.  2.             PREMISES
AND COMMON AREAS.  (a)           Premises.  Landlord
hereby leases to Tenant and Tenant hereby leases from Landlord the Premises
upon and subject to the terms, covenants and conditions contained in this Lease
to be performed by each party.  (b)           Tenants Use of Common Areas.  During the Term of this Lease, Tenant shall
have the nonexclusive right to use in common with all other occupants of the
Project,  the following common areas of
the Project (collectively, the Common Areas):  the parking facilities of the Project which
serve the Building, loading and unloading areas, trash areas, roadways,
sidewalks, walkways, parkways, driveways, landscaped areas, and similar areas
and facilities situated within the Project and appurtenant to the Building which
are not reserved for the exclusive use of any Project occupants.  (c)           Landlords Reservation of Rights.  Provided that Landlord uses commercially
reasonable efforts to not materially and adversely interfere with Tenants use
of the Premises, Landlord reserves for itself and for all other
owner(s) and operator(s) of the Common Areas and the balance of the
Project, the right from time to time to: (i)  install, use, maintain,
repair, replace and relocate pipes, ducts, conduits, wires and appurtenant
meters and equipment above the ceiling surfaces, below the floor surfaces and
within the walls of the Building; (ii) make changes to the design and
layout of the Project, including, without limitation, changes to buildings,
driveways, entrances, loading and unloading areas, direction of traffic,
landscaped areas and walkways, parking spaces and parking areas; and
(iii) use or close temporarily the Common Areas, and/or other portions of
the Project while engaged in making improvements, repairs or alterations to the
Building, the Project, or any portion thereof.  3.             TERM. 
The term of this Lease (Term) will be for the period designated
in Subparagraph 1(e), commencing on the Commencement Date, and
ending on the Expiration Date.  Each
consecutive twelve (12) month period of the Term of this Lease, commencing on
the Commencement Date, will be referred to herein as a Lease Year.  4.             POSSESSION.  (a)           Delivery of Possession. 
Landlord will deliver possession of the Premises to Tenant in its
current as-is condition on December 1, 2007.  If, for any reason not caused by Tenant,
Landlord cannot deliver possession of the Premises to Tenant on the
Commencement Date, this Lease will not be void or voidable, nor will Landlord
be liable to Tenant for any loss or damage resulting from such delay, but in
such event, the Commencement Date and Tenants obligation to pay rent will not
commence until Landlord delivers possession to Tenant.  If the delay in possession is caused by
Tenant, then the Term and Tenants obligation to pay rent will commence as of
the Commencement Date even though Tenant does not yet have possession.  Notwithstanding the foregoing, Landlord will
not be obligated to deliver possession of the Premises to Tenant (but Tenant will
be liable for rent if Landlord can otherwise deliver the Premises to Tenant)
until Landlord has received from Tenant all of the following:  (i) a copy of this Lease fully executed
by Tenant and the guaranty of Tenants obligations under this Lease, if any,
executed by the Guarantor(s); (ii) the Security Deposit and the first
installment of Monthly Base Rent; and (iii) copies of policies of
insurance or certificates thereof as required under Paragraph 19 of
this Lease.  (b)           Condition of Premises. 
Except as otherwise set forth in Section 4(a)above,
Landlord shall have no obligation whatsoever to improve or otherwise fund any
improvements to the Premises in conjunction with this Lease.  By taking possession of the Premises, Tenant
will be deemed to have accepted the Premises in its as-is condition on the
date of delivery of possession and to have acknowledged that all work to be
completed by Landlord as described on Exhibit B has been
completed and there are no additional items needing work or repair by
Landlord.  Tenant acknowledges that neither
Landlord nor any agent of Landlord has made any representation or warranty with
respect to the Premises, the Building, the Project or any portions thereof or
with respect to the suitability of same for the conduct of Tenants business
and Tenant further acknowledges that Landlord will have no obligation to
construct or complete any additional buildings or improvements within the
Project.  (c)           Lease Confirmation. 
Concurrently with the delivery of the Premises by Landlord, Landlord
shall deliver to Tenant and Tenant shall execute a written statement in the
form attached hereto as Exhibit G, attached hereto (the Tenant
Commencement Certificate) confirming the Commencement Date of the Lease
and the Expiration Date of the Lease.  If
Tenant fails to sign and return the Tenant Commencement Certificate to Landlord
upon the delivery of the Premises by Landlord, the Tenant Commencement
Certificate as sent by Landlord shall be deemed to have correctly set forth the
Commencement Date and the other matters addressed in the Certificate.  The form of certificate shown in Exhibit G
may also be used in conjunction with amendments to this Lease, if any, and
Tenant shall execute the same within ten (10) days after receipt of a
request therefor from Landlord.  (d)           Early Occupancy.  Any
occupancy of the Premises by Tenant prior to the Commencement Date (Early
Possession) will be subject to all of Tenants obligations under this
Lease (except that Tenant will not be obligated to pay Base Rent during such
early occupancy until it commences operations at the Premises).  Tenant shall provide Landlord with copies of
certificates of insurance, complying in all respects with the terms of this
Lease for all insurance required to be provided hereunder prior to entering the
Premises.  Tenant hereby releases and
discharges Landlord, its contractors, agents, employees and manager from and
against any and all claims of loss, damage or injury to persons or property,
including without limitation any product inventory, which is alleged to have
occurred during the period of Early Possession. 
Landlord makes no representation or warranty about safety of the
Premises during any  2


period of Early Possession, as construction and other
activities will be ongoing.  Tenant shall
coordinate its activities in the Premises during Early Possession with Landlord
and Landlords contractor.  5.             RENT.  (a)           Monthly Base Rent. 
Tenant agrees to pay Landlord the Monthly Base Rent for the Premises
(subject to adjustment as hereinafter provided) in advance on the first day of
each calendar month during the Term without prior notice or demand, except that
Tenant agrees to pay the Monthly Base Rent for the first month of the Term
directly to Landlord concurrently with Tenants delivery of the executed Lease
to Landlord.  The obligation of Tenant to
pay Monthly Base Rent and other sums to Landlord and the obligations of
Landlord under this Lease are independent obligations.  All rent must be paid to Landlord, without
any deduction or offset, in lawful money of the United States of America, at
the address designated by Landlord or to such other person or at such other
place as Landlord may from time to time designate in writing.  Monthly Base Rent will be adjusted during the
Term of this Lease as provided in Subparagraph 1(h)of this
Lease.  (b)           Additional Rent.  All
amounts and charges to be paid by Tenant hereunder, including, without
limitation, payments for Operating Expenses, insurance and repairs, will be considered
additional rent for purposes of this Lease, and the word rent as used in this
Lease will include all such additional rent unless the context specifically or
clearly implies that only Monthly Base Rent is intended.  (c)           Late Payments.  Late
payments of Monthly Base Rent and/or any item of additional rent will be
subject to interest and a late charge as provided in Subparagraph 22(f)below.  6.             OPERATING EXPENSES.  (a)           Operating Expenses. 
Throughout the Term of this Lease, commencing on the Commencement Date,
Tenant agrees to pay Landlord as additional rent in accordance with the terms
of this Paragraph 6, Tenants Share of Operating Expenses for the
taxes and insurance for the Project and all costs and expenses for the
operation, maintenance, repair, and replacement of the Project including,
without limitation:  (i) any form of
real property tax assessment, license fee, license tax, business license fee,
commercial rental tax, levy, charge, improvement bond  or similar imposition of any kind or nature
imposed by any authority having the direct power to tax, including any city,
county, state or federal government, or any school, agricultural, lighting,
drainage or other improvement or special assessment district thereof,
including, without limitation, any new taxes which are in substitution for or
in addition to any current taxes payable hereunder; (ii) any and all
assessments under any covenants, conditions and restrictions affecting the
Project; (iii) water, sewer and other utility charges; (iv) costs of
insurance obtained by Landlord pursuant to Paragraph 19 of the
Lease; (v) waste disposal and janitorial services; (vi) security;
(vii) labor; (viii) management costs including, without limitation:
(A) wages and salaries (and payroll taxes and similar charges ) of
property management employees, and (B) management office rental, supplies,
equipment and related operating expenses and management fees;
(ix) supplies, materials, equipment and tools including rental of personal
property; (x) repair and maintenance of the structural portions of the
buildings with the Project, including the plumbing, heating, ventilating,
air-conditioning and electrical systems installed or furnished by Landlord;
(xi) maintenance, costs and upkeep of all parking and other Common Areas; (xii)
depreciation on a straight line basis and rental of personal property used in
maintenance; (xiii) amortization on a straight line basis over the useful life
[together with interest at the Interest Rate on the unamortized balance] of all
capitalized expenditures which are: (A) reasonably intended to produce a
reduction in operating charges or energy consumption; or (B) required
under any governmental law or regulation that was not applicable to the Project
at the time it was originally constructed; or (C) for replacement of any
Project equipment needed to operate the Project at the same quality levels as
prior to the replacement; (xiv) gardening and landscaping; (xv)
maintenance of signs (other than signs of tenants of the Project); (xvi) personal
property taxes levied on or attributable to personal property used in
connection with the Common Areas; (xvii) reasonable accounting, audit,
verification, legal and other consulting fees; and (xviii) costs and expenses
of repairs, resurfacing, repairing, maintenance, painting, lighting, cleaning,
refuse removal, security and similar items, including appropriate reserves.  (b)           Determination of Tenants Monthly Operating Expense Charge.  Tenants Monthly Operating Expense Charge
shall be determined as provided in Subparagraph 1(i)of this
Lease.  If Tenants Monthly Operating
Expense Charge is scheduled for each year of the Lease Term, as shown in Subparagraph
1(i), then Subparagraph 6(c), Subparagraph 6(d)and
Subparagraph 6(e)below will not apply.  (c)           Estimate Statement. 
Prior to the Commencement Date and on or about March 1st of each
subsequent calendar year during the Term of this Lease, Landlord will endeavor
to deliver to Tenant a statement (Estimate Statement) wherein Landlord
will estimate both the Operating Expenses and Tenants Monthly Operating
Expense Charge for the then current calendar year.  Tenant agrees to pay Landlord, as additional
rent, Tenants estimated Monthly Operating Expense Charge each month
thereafter, beginning with the next installment of rent due, until such time as
Landlord issues a revised Estimate Statement or the Estimate Statement for the
succeeding calendar year; except that, concurrently with the regular monthly
rent payment next due following the receipt of each such Estimate Statement,
Tenant agrees to pay Landlord an amount equal to one monthly installment of
Tenants estimated Monthly Operating Expense Charge (less any applicable
Operating Expenses already paid) multiplied by the number of months from
January, in the current calendar year, to the month of such rent payment next
due, all months inclusive.  If at any
time during the Term of this Lease, but not more often than quarterly, Landlord
reasonably determines that Tenants Share of Operating Expenses for the current
calendar year will be greater than the amount set forth in the then current
Estimate Statement, Landlord may issue a revised Estimate Statement and Tenant
agrees to pay Landlord, within ten (10) days of receipt of the revised
Estimate Statement, the difference between the amount owed by Tenant under such
revised Estimate Statement and the amount owed by Tenant under the original
Estimate Statement for the portion of the then current calendar year which has
expired.  Thereafter Tenant agrees to pay
Tenants Monthly Operating Expense Charge based on such revised Estimate
Statement until Tenant receives the next calendar years Estimate Statement or
a new revised Estimate Statement for the current calendar year.  (d)           Actual Statement.  By
March 1st of each calendar year during the Term of this Lease, Landlord
will also endeavor to deliver to Tenant a statement (Actual Statement)
which states Tenants Share of the actual Operating Expenses for the preceding
calendar year.  If the Actual Statement
reveals that Tenants Share of the actual Operating Expenses is more than the
total Additional Rent paid by Tenant for Operating Expenses on account of the
preceding calendar year, Tenant agrees to pay Landlord the difference in a lump
sum within ten (10) days of receipt of the Actual Statement.  If the Actual Statement reveals that Tenants
Share of the actual Operating Expenses is less than the Additional Rent paid by
Tenant for Operating Expenses on account of the preceding calendar year,
Landlord will credit  3


any overpayment toward the next monthly
installment(s) of Tenants Share of the Operating Expenses due under this
Lease.  (e)           Miscellaneous.  Any
delay or failure by Landlord in delivering any Estimate Statement or Actual
Statement pursuant to this Paragraph 6 will not constitute a waiver of
its right to require an increase in rent nor will it relieve Tenant of its
obligations pursuant to this Paragraph 6, except that Tenant will not be
obligated to make any payments based on such Estimate Statement or Actual
Statement until ten (10) days after receipt of such Estimate Statement or
Actual Statement.  If Tenant does not
object to any Estimate Statement or Actual Statement within thirty (30)
days after Tenant receives any such statement, such statement will be deemed
final and binding on Tenant.  Even though
the Term has expired and Tenant has vacated the Premises, when the final
determination is made of Tenants Share of the actual Operating Expenses for
the year in which this Lease terminates, Tenant agrees to promptly pay any
increase due over the estimated expenses paid and, conversely, any overpayment
made in the event said expenses decrease shall promptly be rebated by Landlord
to Tenant.  Such obligation will be a
continuing one which will survive the expiration or termination of this
Lease.  Prior to the expiration or sooner
termination of the Lease Term and Landlords acceptance of Tenants surrender
of the Premises, Landlord will have the right to estimate the actual Operating
Expenses for the then current Lease Year and to collect from Tenant prior to
Tenants surrender of the Premises, Tenants Share of any excess of such actual
Operating Expenses over the estimated Operating Expenses paid by Tenant in such
Lease Year.  7.             SECURITY
DEPOSIT AND CLEANING FEE.  Upon Tenants execution of this
Lease, Tenant will deposit with Landlord the Security Deposit designated in Subparagraph 1(j).  The Security Deposit will be held by Landlord
as security for the full and faithful performance by Tenant of all of the
terms, covenants, and conditions of this Lease to be kept and performed by
Tenant during the Term hereof.  The
Security Deposit is not, and may not be construed by Tenant to constitute, rent
for the last month or any portion thereof. 
If Tenant defaults with respect to any provisions of this Lease
including, but not limited to, the provisions relating to the payment of rent
or additional rent, Landlord may (but will not be required to) use, apply or
retain all or any part of the Security Deposit for the payment of any rent or
any other sum in default, or for the payment of any other amount which Landlord
may spend by reason of Tenants default or to compensate Landlord for any loss
or damage which Landlord may suffer by reason of Tenants default.  If any portion of the Security Deposit is so
used or applied, Tenant agrees, within ten (10) days after Landlords
written demand therefor, to deposit cash with Landlord in an amount sufficient
to restore the Security Deposit to its original amount and Tenants failure to
do so shall constitute a default under this Lease.  Landlord is not required to keep Tenants
Security Deposit separate from its general funds, and Tenant is not entitled to
interest on such Security Deposit.  If
Tenant is not in default at the expiration or termination of this Lease,
Landlord will return the Security Deposit to Tenant, less the non-refundable
Cleaning Fee portion designated in Subparagraph 1(k).  Landlords obligations with respect to the
Security Deposit are those of a debtor and not of a trustee.  Tenant hereby waives the provisions of
Section 1950.7 of the California Civil Code and agrees that the provisions
of this Section 7 shall govern the treatment of Tenants Security Deposit
in all respects for this Lease.  8.             USE.  (a)           Tenants Use of the Premises.  The Premises may be used for the use or uses
set forth in Subparagraph 1(l)only, and Tenant will not use
or permit the Premises to be used for any other purpose without the prior
written consent of Landlord, which consent Landlord may withhold in its sole
and absolute discretion.  Nothing in this
Lease will be deemed to give Tenant any exclusive right to such use in the
Project.  (b)           Compliance.  At
Tenants sole cost and expense, Tenant agrees to procure, maintain and hold
available for Landlords inspection, all governmental licenses and permits
required for the proper and lawful conduct of Tenants business from the
Premises, if any.  Tenant agrees not to
use, alter or occupy the Premises or allow the Premises to be used, altered and
occupied in violation of, and Tenant, at its sole cost and expense, agrees to
use and occupy the Premises, and cause the Premises to be used and occupied, in
compliance with:  (i) any and all
laws, statutes, zoning restrictions, ordinances, rules, regulations, orders and
rulings now or hereafter in force and any requirements of any insurer,
insurance authority or duly constituted public authority having jurisdiction
over the Premises, the Building or the Project now or hereafter in force,
(ii) the requirements of the Board of Fire Underwriters and any other
similar body, (iii) the Certificate of Occupancy issued for the Building,
and (iv) any recorded covenants, conditions and restrictions and similar
regulatory agreements, if any, which affect the use, occupation or alteration
of the Premises, the Building and/or the Project.  Tenant agrees to comply with the
Rules and Regulations referenced in Paragraph 28 below.  Tenant agrees not to do or permit anything to
be done in or about the Premises which will in any manner obstruct or interfere
with the rights of other tenants or occupants of the Project, or injure or
unreasonably annoy them, or use or allow the Premises to be used for any
unlawful or unreasonably objectionable purpose. 
Tenant agrees not to place or store any articles or materials outside of
the Premises or to cause, maintain or permit any nuisance or waste in, on,
under or about the Premises or elsewhere within the Project.  Tenant shall not use or allow the Premises to
be used for lodging, bathing or the washing of clothes.  (c)           Hazardous Materials. 
Except for ordinary and general office supplies, such as copier toner,
liquid paper, glue, ink and common household cleaning materials (some or all of
which may constitute Hazardous Materials as defined in this Lease),
Tenant agrees not to cause or permit any Hazardous Materials to be brought
upon, stored, used, handled, generated, released or disposed of on, in, under
or about the Premises, the Building, the Common Areas or any other portion of
the Project by Tenant, its agents, employees, subtenants, assignees, licensees,
contractors or invitees (collectively, Tenants Parties), without the
prior written consent of Landlord, which consent Landlord may withhold in its
sole and absolute discretion. 
Concurrently with the execution of this Lease and annually thereafter,
within ten (10) days of written request from Landlord, Tenant agrees
to complete and deliver to Landlord an Environmental Questionnaire in the form
of Exhibit F attached hereto. 
Upon the expiration or earlier termination of this Lease, Tenant agrees
to promptly remove from the Premises, the Building and the Project, at its sole
cost and expense, any and all Hazardous Materials, including any equipment or
systems containing Hazardous Materials which are installed, brought upon,
stored, used, generated or released upon, in, under or about the Premises, the
Building and/or the Project or any portion thereof by Tenant or any of Tenants
Parties.  To the fullest extent permitted
by law, Tenant agrees to promptly indemnify, protect, defend and hold harmless
Landlord and Landlords partners, officers, directors, employees, agents,
successors and assigns (collectively, Landlord Indemnified Parties)
from and against any and all claims, damages, judgments, suits, causes of
action, losses, liabilities, penalties, fines, expenses and costs (including,
without limitation, clean-up, removal, remediation and restoration costs, sums
paid in settlement of claims, attorneys fees, consultant fees and expert fees
and court costs) which arise or result from the presence of Hazardous Materials
on, in, under or about the Premises, the Building or any other portion of the
Project and which are caused or permitted by Tenant or any of Tenants
Parties.  Tenant agrees to promptly
notify Landlord of any release of Hazardous Materials in the Premises, the  4


Building or any other portion of the Project which
Tenant becomes aware of during the Term of this Lease, whether caused by Tenant
or any other persons or entities.  In the
event of any release of Hazardous Materials caused or permitted by Tenant or
any of Tenants Parties, Landlord shall have the right, but not the obligation,
to cause Tenant to immediately take all steps Landlord deems necessary or
appropriate to remediate such release and prevent any similar future release to
the satisfaction of Landlord and Landlords mortgagee(s).  At all times during the Term of this Lease,
Landlord will have the right, but not the obligation, to enter upon the
Premises to inspect, investigate, sample and/or monitor the Premises to
determine if Tenant is in compliance with the terms of this Lease regarding
Hazardous Materials.  As used in this
Lease, the term Hazardous Materials shall mean and include any
hazardous or toxic materials, substances or wastes as now or hereafter
designated under any law, statute, ordinance, rule, regulation, order or ruling
of any agency of the State, the United States Government or any local
governmental authority, including, without limitation, asbestos, petroleum,
petroleum hydrocarbons and petroleum based products, urea formaldehyde foam
insulation, polychlorinated biphenyls (PCBs), and freon and other
chlorofluorocarbons.  The provisions of
this Subparagraph 8(c)will survive the expiration or earlier
termination of this Lease.  (d)           Refuse and Sewage. 
Tenant agrees not to keep any trash, garbage, waste or other refuse on
the Premises except in sanitary containers and agrees to regularly and
frequently remove same from the Premises. 
Tenant shall keep all containers or other equipment used for storage of
such materials in a clean and sanitary condition.  Tenant shall properly dispose of all sanitary
sewage and shall not use the sewage disposal system for the disposal of
anything except sanitary sewage.  Tenant
shall keep the sewage disposal system free of all obstructions and in good
operating condition.  If the volume of
Tenants trash becomes excessive in Landlords judgment, Landlord shall have
the right to charge Tenant for additional trash disposal services and/or to
require that Tenant contract directly for additional trash disposal services at
Tenants sole cost and expense.  9.             NOTICES. 
Any notice required or permitted to be given hereunder must be in
writing and may be given by personal delivery (including delivery by overnight
courier or an express mailing service) or by mail, if sent by registered or
certified mail.  Notices to Tenant shall
be sufficient if delivered to Tenant at the Premises and notices to Landlord
shall be sufficient if delivered to Landlord at the address designated in Subparagraph 1(a).  Either party may specify a different address
for notice purposes by written notice to the other, except that the Landlord
may in any event use the Premises as Tenants address for notice purposes.  10.          BROKERS. 
The parties acknowledge that the broker(s) who negotiated this
Lease are stated in Subparagraph 1(m).  Landlord and Tenant each agree to promptly
indemnify, protect, defend and hold harmless the other from and against any and
all claims, damages, judgments, suits, causes of action, losses, liabilities,
penalties, fines, expenses and costs (including attorneys fees and court
costs) resulting from any breach by the indemnifying party of the foregoing
representation, including, without limitation, any claims that may be asserted
by any broker, agent or finder undisclosed by the indemnifying party.  The foregoing mutual indemnity shall survive
the expiration or earlier termination of this Lease.  Tenant agrees that Landlord will not
recognize or compensate any third party broker with regards to any renewals
and/or expansions.  11.          SURRENDER;
HOLDING OVER.  (a)           Surrender.  The
voluntary or other surrender of this Lease by Tenant, or a mutual cancellation
thereof, shall not constitute a merger, and shall, at the option of Landlord,
operate as an assignment to Landlord of any or all subleases or
subtenancies.  Upon the expiration or
earlier termination of this Lease, Tenant agrees to timely and peaceably
surrender the Premises to Landlord broom clean and in a state of good order,
repair and condition, ordinary wear and tear and casualty damage excepted, with
all of Tenants personal property and alterations removed from the Premises to
the extent required under Paragraph 13 and all damage caused by such
removal repaired as required by Paragraph 13.  The delivery of keys to any employee of
Landlord or to Landlords agent or any employee thereof alone will not be
sufficient to constitute a termination of this Lease or a surrender of the
Premises.  (b)           Holding Over.  If
Tenant holds over after the expiration or earlier termination of the Term,
Landlord may, at its option, treat Tenant as a tenant at sufferance only, and
evict Tenant immediately, or consent in writing to the continued occupancy by
Tenant which shall be subject to all of the terms, covenants and conditions of
this Lease, so far as applicable, including the payment of Operating Expenses,
except that the Monthly Base Rent for any month or partial month during which
Tenant holds over shall be equal to two hundred percent (200%) of the Monthly
Base Rent in effect under this Lease immediately prior to such holdover.  Acceptance by Landlord of rent after such
expiration or earlier termination will not result in a renewal of this
Lease.  If Tenant fails to surrender the
Premises upon the expiration of this Lease in accordance with the terms of this
Paragraph 11 despite demand to do so by Landlord, Tenant agrees to
promptly indemnify, protect, defend and hold Landlord harmless from all claims,
damages, judgments, suits, causes of action, losses, liabilities, penalties,
fines, expenses and costs (including attorneys fees and costs), including,
without limitation, costs and expenses incurred by Landlord in returning the
Premises to the condition in which Tenant was to surrender it and claims made
by any succeeding tenant founded on or resulting from Tenants failure to
timely surrender the Premises in accordance with the terms of this Lease.  The provisions of this Subparagraph 11(b)will
survive the expiration or earlier termination of this Lease.  12.          TAXES
ON TENANTS PROPERTY.  Tenant agrees to pay before delinquency, all
taxes and assessments (real and personal) levied against Tenants business
operations or any personal property, improvements, alterations, trade fixtures
or merchandise placed by Tenant in or about the Premises.  13.          ALTERATIONS. 
Tenant shall not make any alterations to the Premises or any other
aspect of the Project, without Landlords prior written consent, which consent
Landlord may withhold in its reasonable but subjective discretion.  Notwithstanding the foregoing to the
contrary, Tenant shall not make (i) any structural alterations,
improvements or additions to the Premises, or (ii) any alterations,
improvements or additions to the Premises which (a) will adversely impact
the Buildings mechanical, electrical or heating, ventilation or air
conditioning systems, or (b) will adversely impact the structure of the
Building, or (c) are visible from the exterior of the Premises, or
(d) which will result in the penetration or puncturing of the roof or
floor, without, in each case, first obtaining Landlords prior written consent
or approval to such Alterations (which consent or approval shall be in the
Landlords sole and absolute discretion). 
All permitted alterations must be performed in compliance with
Landlords standard rules and regulations regarding alterations.  All alterations will become the property of
Landlord and will remain upon and be surrendered with the Premises at the end
of the Term of this Lease; provided, however, Landlord may require Tenant to
remove any or all alterations at the end of the Term of this Lease.  If Tenant fails to remove by the expiration
or earlier termination of this Lease all of its personal property, or any
alterations identified by Landlord for removal, Landlord may, at its option,
treat such failure as a hold-over pursuant to Subparagraph 11(b)above,
and/or Landlord may (without liability to Tenant for loss thereof) treat such
personal  5


property and/or alterations as abandoned and, at
Tenants sole cost and expense and in addition to Landlords other rights and
remedies under this Lease, at law or in equity: (a) remove and store such
items; and/or (b) upon ten (10) days prior notice to Tenant, sell,
discard or otherwise dispose of all or any such items at private or public sale
for such price as Landlord may obtain or by other commercially reasonable
means.  Tenant shall be liable for all
costs of disposition of Tenants abandoned property and Landlord shall have no
liability to Tenant with respect to any such abandoned property.  Landlord agrees to apply the proceeds of any
sale of any such property to any amounts due to Landlord under this Lease from
Tenant (including Landlords attorneys fees and other costs incurred in the
removal, storage and/or sale of such items), with any remainder to be paid to
Tenant.  14.          REPAIRS.  (a)           Landlords Obligations. 
Landlord agrees to repair and maintain the structural portions of the
Building, including the foundations, bearing and exterior walls (excluding
glass), subflooring and roof (excluding skylights), and the unexposed
electrical, plumbing and sewer systems, including those portions of such
systems which are outside the Premises, gutters and downspouts on the Building
and the heating, ventilating and air conditioning systems which serve the
Premises (provided that it shall be the Tenants obligation to maintain a
service contract on the HVAC unit(s) as set forth in Section 14.(b)below),
unless such maintenance and repairs are caused in part or in whole by the act,
neglect or omission of any duty by Tenant, its agents, servants, employees or
invitees, in which case Tenant will pay to Landlord, as additional rent, the
reasonable cost of such maintenance and repairs.  Landlords obligation with respect to the
HVAC unit(s) shall be limited to the replacement of such units if such
replacement is necessary despite Tenants maintenance efforts.  The costs of maintenance and repairs
performed by Landlord will be included in Operating Expenses.  Except as provided in this Subparagraph 14(a),
Landlord has no obligation to alter, remodel, improve, repair, decorate or
paint the Premises or any part thereof. 
Landlord will not be liable for any failure to make any such repairs or
to perform any maintenance unless such failure shall persist for an
unreasonable time after written notice of the need of such repairs or
maintenance is given to Landlord by Tenant. 
Tenant will not be entitled to any abatement of rent and Landlord will
not have any liability by reason of any injury to or interference with Tenants
business arising from the making of any repairs, alterations or improvements in
or to any portion of the Building or the Premises or in or to fixtures,
appurtenances and equipment therein. 
Tenant waives the right to make repairs at Landlords expense under any
law, statute, ordinance, rule, regulation, order or ruling (including, without
limitation, to the extent the Premises are located in California, the
provisions of California Civil Code Sections 1941 and 1942 and any
successor statutes or laws of a similar nature).  (b)           Tenants Obligations. 
Tenant agrees to keep, maintain and preserve the Premises in a state of
condition and repair consistent with the Building and, when and if needed, at
Tenants sole cost and expense, to make all repairs to the Premises and every
part thereof including, without limitation, all walls, storefronts, floors,
ceilings, interior and exterior doors and windows and fixtures interior
plumbing and HVAC (heating ventilation, and air conditioning) systems and equipment.  Tenant shall maintain a preventive
maintenance contract providing for the regular inspection and maintenance of
the heating and air conditioning system by a licensed heating and air
conditioning contractor, unless Landlord maintains such equipment under Section 14.(a)above.  Tenant shall provide Landlord with written
proof of said preventive maintenance contract within thirty (30) days of the
Commencement Date of Lease.  Any such
maintenance and repairs will be performed by Landlords contractor, or at
Landlords option, by such contractor or contractors as Tenant may choose from
an approved list to be submitted by Landlord. 
Tenant agrees to pay all costs and expenses incurred in such maintenance
and repair within seven (7) days after billing by such contractor or
contractors.  If Tenant refuses or
neglects to repair and maintain the Premises properly as required hereunder to
the reasonable satisfaction of Landlord, Landlord, at any time following ten
(10) days from the date on which Landlord makes a written demand on Tenant
to effect such repair and maintenance, may enter upon the Premises and make
such repairs and/or maintenance, and upon completion thereof, Tenant agrees to
pay to Landlord as additional rent, Landlords costs for making such repairs
plus an amount not to exceed ten percent (10%) of such costs for overhead,
within ten (10) days of receipt from Landlord of a written itemized bill
therefor.  Any amounts not reimbursed by
Tenant within such ten (10) day period will bear interest at the Interest
Rate until paid by Tenant.  15.          LIENS. 
Tenant agrees not to permit any mechanics, materialmens or other liens
to be filed against all or any part of the Project, the Building or the
Premises, nor against Tenants leasehold interest in the Premises, by reason of
or in connection with any repairs, alterations, improvements or other work
contracted for or undertaken by Tenant or any other act or omission of Tenant
or Tenants agents, employees, contractors, licensees or invitees.  At Landlords request, Tenant agrees to
provide Landlord with enforceable, conditional and final lien releases (or
other evidence reasonably requested by Landlord to demonstrate protection from
liens) from all persons furnishing labor and/or materials at the Premises.  Landlord will have the right at all
reasonable times to post on the Premises and record any notices of
non-responsibility which it deems necessary for protection from such
liens.  If any such liens are filed,
Tenant will, at its sole cost and expense, promptly cause such liens to be
released of record or bonded so that it no longer affects title to the Project,
the Building or the Premises.  If Tenant
fails to cause any such liens to be so released or bonded within ten
(10) days after filing thereof, such failure will be deemed a material
breach by Tenant under this Lease without the benefit of any additional notice
or cure period described in Paragraph 22 below, and Landlord may,
without waiving its rights and remedies based on such breach, and without releasing
Tenant from any of its obligations, cause such liens to be released by any
means it shall deem proper, including payment in satisfaction of the claims
giving rise to such liens.  Tenant agrees
to pay to Landlord within ten (10) days after receipt of invoice from
Landlord, any sum paid by Landlord to remove such liens, together with interest
at the Interest Rate from the date of such payment by Landlord.  Tenant shall also indemnify each and all of
the Landlord Indemnified Parties against any damages, losses or costs arising
out of any such mechanics, materialmens or other liens filed against all or
any part of the Project, Building or the Premises by reason of or in connection
with any repairs, alterations, improvements or other work contracted for or
undertaken by Tenant or any other act or omission of Tenant or Tenants agents,
employees, contractors, licensees or invitees.  16.          ENTRY
BY LANDLORD.  Landlord and its employees and agents will at
all reasonable times have the right to enter the Premises to inspect the same,
to show the Premises to prospective purchasers or tenants, to post notices of
non-responsibility, and/or to repair the Premises as permitted or required by
this Lease.  In exercising such entry rights,
Landlord will endeavor to minimize, as reasonably practicable, the interference
with Tenants business, and will provide Tenant with reasonable advance notice
of any such entry (except in emergency situations).  Landlord will at all times have and retain a
key with which to unlock all doors in the Premises, excluding Tenants vaults
and safes.  Tenant shall not alter any
lock or install any new or additional locks or bolts on any door of the
Premises without Landlords prior written consent and without providing
Landlord with a key to all such locks. 
Except in the case of the gross negligence or willful misconduct of
Landlord, any entry to the Premises obtained by Landlord  will not be construed or deemed to be a  6


forcible or unlawful entry into the Premises, or an
eviction of Tenant from the Premises and Landlord will not be liable to Tenant
for any damages or losses resulting from any such entry.  17.          UTILITIES
AND SERVICES.  (a)           Throughout
the Term of this Lease, Tenant shall pay directly to the utility company
providing such service all costs for water, gas, heat, light, power, sewer,
electricity, telephone and other services metered, chargeable or provided to
the Premises.  Landlord will not be liable
to Tenant for any failure to furnish any of the foregoing utilities and
services if such failure is caused by all or any of the following:
(i) accident, breakage or repairs; (ii) strikes, lockouts or other
labor disturbance or labor dispute of any character; (iii) governmental
regulation, moratorium or other governmental action or inaction;
(iv) inability despite the exercise of reasonable diligence to obtain
electricity, water or fuel; or (v) any other cause beyond Landlords
reasonable control.  In addition, in the
event of any stoppage or interruption of services or utilities, Tenant
shall not be entitled to any abatement or reduction of rent (except as
expressly provided in Subparagraph 20(f)or Subparagraph 21(b)if
such failure results from a damage or taking described therein), no eviction of
Tenant will result from such failure and Tenant will not be relieved from the
performance of any covenant or agreement in this Lease because of such
failure.  In the event of any failure,
stoppage or interruption thereof, Landlord agrees to diligently attempt to
resume service promptly.  (b)           The
electricity for the Premises is currently in Landlords name.  Tenant agrees to contact Southern California
Edison at (800) 990-7788 within ten (10) days from the date Tenant takes
possession of the Premises and have the bill for electricity put into Tenants
name.  Tenant shall reimburse Landlord
for any interim charges actually billed to Landlord for electricity from the
date Tenant takes possession of the Premises until the date the bill is put
into Tenants name.  In the event Tenant
fails to put the bill for electricity in Tenants name within ten
(10) days from the date Tenant takes possession of the Premises, Landlord
shall have the right to contact Southern California Edison on the
eleventh (11th) day after Tenant takes possession of the Premises and have
the electricity for the Premises turned off. 
Tenant hereby acknowledges that Tenant has the absolute responsibility
to contact Southern California Edison and have electrical service put into
Tenants name. In the event Tenant fails to put the bill for electrical service
into Tenants name as required hereinabove and Landlord has electrical service
turned off, Tenant understands that there will be no electrical service to the
Premises. In such event, Tenant releases and holds Landlord harmless from any
claims, demands, liabilities, damages, expenses, actions and causes of action
based on, arising out of, or related thereto. 
Tenant waives the right to additional notice of any kind from Landlord
and/or Southern California Edison and specifically waives any rights or
remedies provided by Civil Code Section 789.3.  18.          ASSUMPTION
OF RISK AND INDEMNIFICATION.  (a)           Assumption of Risk. 
Tenant, as a material part of the consideration to Landlord, agrees that
neither Landlord nor any Landlord Indemnified Parties (as defined in Subparagraph
8(c)above) will be liable to Tenant for, and Tenant expressly assumes
the risk of and waives any and all claims it may have against Landlord or any
Landlord Indemnified Parties with respect to, (i) any and all damage to
property or injury to persons in, upon or about the Premises, the Building or
the Project resulting from the act or omission (except for the grossly
negligent or intentionally wrongful act or omission) of Landlord, (ii) any
such damage caused by other tenants or persons in or about the Building or the
Project, or caused by quasi-public work, 
(iii) any damage to property entrusted to employees of the
Building, (iv) any loss of or damage to property by theft or otherwise, or
(v) any injury or damage to persons or property resulting from any
casualty, explosion, falling plaster or other masonry or glass, steam, gas,
electricity, water or rain which may leak from any part of the Building or any
other portion of the Project or from the pipes, appliances or plumbing works
therein or from the roof, street or subsurface or from any other place, or
resulting from dampness.  Neither
Landlord nor any Landlord Indemnified Parties will be liable for consequential
damages arising out of any loss of the use of the Premises or any equipment,
property or facilities therein by Tenant or any Tenant Parties (as defined in Subparagraph 8(c)above)
or for interference with light.  Tenant
agrees to give prompt notice to Landlord in case of fire or accidents in the
Premises or the Building, or of defects therein or in the fixtures or
equipment.  (b)           Indemnification. 
Tenant will be liable for, and agrees, to the maximum extent permissible
under applicable law, to promptly indemnify, protect, defend and hold harmless
Landlord and all Landlord Indemnified Parties, from and against, any and all
claims, damages, judgments, suits, causes of action, losses, liabilities,
penalties, fines, expenses and costs, including attorneys fees and court costs
(collectively, Indemnified Claims), arising or resulting from
(i) any act or omission of Tenant or any Tenant Parties; (ii) the use
of the Premises and Common Areas and conduct of Tenants business by Tenant or
any Tenant Parties, or any other activity, work or thing done, permitted or
suffered by Tenant or any Tenant Parties, in or about the Premises, the
Building or elsewhere within the Project; and/or (iii) any default by
Tenant of any obligations on Tenants part to be performed under the terms of
this Lease.  In case any action or
proceeding is brought against Landlord or any Landlord Indemnified Parties by
reason of any such Indemnified Claims, Tenant, upon notice from Landlord,
agrees to promptly defend the same at Tenants sole cost and expense by counsel
approved in writing by Landlord, which approval Landlord will not unreasonably
withhold.  (c)           Survival; No Release of Insurers.  Tenants indemnification obligations under Subparagraph 18(b)will
survive the expiration or earlier termination of this Lease.  Tenants covenants, agreements and
indemnification obligation in Subparagraph 18(a)and Subparagraph 18(b)above,
are not intended to and will not relieve any insurance carrier of its
obligations under policies required to be carried by Tenant pursuant to the
provisions of this Lease.  19.          INSURANCE.  (a)           Tenants Insurance. 
Commencing on the date of final mutual execution and delivery of this
Lease and continuing throughout the entire Term hereof and any other period of
occupancy, Tenant agrees to keep in full force and effect, at its sole cost and
expense, the insurance specified on Exhibit E attached
hereto.  Landlord reserves the right to
require any other form or forms of insurance as Tenant or Landlord or any
mortgagees of Landlord may reasonably require from time to time in form, in
amounts, and for insurance risks against which, a prudent tenant would protect
itself, but only to the extent coverage for such risks and amounts are
available in the insurance market at commercially acceptable rates.  Landlord makes no representation that the
limits of liability required to be carried by Tenant under the terms of this
Lease are adequate to protect Tenants interests and Tenant should obtain such
additional insurance or increased liability limits as Tenant deems appropriate.  (b)           Supplemental Tenant Insurance Requirements.  All policies must be in a form reasonably
satisfactory to Landlord and issued by an insurer admitted to do business in
the State.  All policies must be issued
by insurers with a policyholder rating of A and a financial rating of X in
the most recent version of Bests Key Rating  7


Guide.  All policies must contain
a requirement to notify Landlord (and Landlords property manager and any
mortgagees or ground lessors of Landlord who are named as additional insureds,
if any) in writing not less than thirty (30) days prior to any material
change, reduction in coverage, cancellation or other termination thereof.  Tenant agrees to deliver to Landlord, as soon
as practicable after placing the required insurance, but in any event within
the time frame specified in Subparagraph 19(a)above, certificate(s) of
insurance and/or if required by Landlord, certified copies of each policy
evidencing the existence of such insurance and Tenants compliance with the
provisions of this Paragraph 19. 
Tenant agrees to cause replacement policies or certificates to be
delivered to Landlord not less than thirty (30) days prior to the
expiration of any such policy or policies. 
If any such initial or replacement policies or certificates are not
furnished within the time(s) specified herein, Landlord will have the
right, but not the obligation, to obtain such insurance as Landlord deems
necessary to protect Landlords interests at Tenants expense.  Tenants insurance under Subparagraph 19(a)(iii)and
Subparagraph 19(a)(iv)must name Landlord and Landlords property
manager (and at Landlords request, Landlords mortgagees and ground lessors of
which Tenant has been informed in writing) as additional insureds and must also
contain a provision that the insurance afforded by such policy is primary
insurance and any insurance carried by Landlord and Landlords property manager
or Landlords mortgagees or ground lessors, if any, will be excess over and
non-contributing with Tenants insurance  (c)           Waiver of Right of Recovery. 
Tenant and Landlord each assumes all risk with respect to damage to or
theft of its respective property located at the Premises and with respect to
Tenant, interruption of its business and agrees to look solely to its own
insurance in the case of any damage to its property or and with respect to Tenant,
interruption to its business.  Landlord,
Tenant, each waive any right of recovery against the other and their respective
agents, employees, contractors and managers for any loss or damage with respect
to its property, or the Premises or the Building.  Failure of a party to insure shall not void
this waiver.  Any fire, extended coverage
or property insurance policy maintained by Tenant or Landlord shall contain a
waiver of subrogation provision.  The
waivers of right or recovery contained in this provision shall apply EVEN IF
THE LOSS OR DAMAGE TO WHICH THIS PROVISION APPLIES IS CAUSED SOLELY OR IN
PART BY THE NEGLIGENCE OF LANDLORD OR TENANT.  (d)           Business Interruption.  Landlord shall not be responsible for, and
Tenant releases and discharges Landlord from, and Tenant further waives any
right of recovery from Landlord and its agents, employees, contractors and
managers for, any loss for or from business interruption or loss of use of the
Premises or Property suffered by Tenant in connection with Tenants use or
occupancy of the Premises, EVEN IF SUCH LOSS IS CAUSED SOLELY OR IN
PART BY THE NEGLIGENCE OF LANDLORD.  20.          DAMAGE
OR DESTRUCTION.  (a)           Partial Destruction. 
If the Premises or the Building are damaged by fire or other casualty to
an extent not exceeding twenty-five percent (25%) of the full replacement cost
thereof, and Landlords contractor reasonably estimates in a writing delivered
to Landlord and Tenant that the damage thereto may be repaired, reconstructed
or restored to substantially its condition immediately prior to such damage
within one hundred eighty (180) days from the date of such casualty, and
Landlord will receive insurance proceeds sufficient to cover the costs of such
repairs, reconstruction and restoration (including proceeds from Tenant and/or
Tenants insurance which Tenant is required to deliver to Landlord pursuant to Subparagraph
20(d)below to cover Tenants obligation for the costs of repair,
reconstruction and restoration of any portion of the tenant improvements and any
alterations for which Tenant is responsible under this Lease), then Landlord
agrees to commence and proceed diligently with the work of repair,
reconstruction and restoration and this Lease will continue in full force and
effect.  (b)           Substantial Destruction. 
Any damage or destruction to the Premises or the Building which Landlord
is not obligated to repair pursuant to Subparagraph 20(a)above  will be deemed a substantial
destruction.  In the event of a
substantial destruction, Landlord may elect to either:  (i) repair, reconstruct and restore the
portion of the Building or the Premises damaged by such casualty, in which case
this Lease will continue in full force and effect, subject to Tenants
termination right contained in Subparagraph 20(c)below; or
(ii) terminate this Lease effective as of the date which is
thirty (30) days after Tenants receipt of Landlords election to so
terminate.  (c)           Termination Rights. 
If Landlord elects to repair, reconstruct and restore pursuant to Subparagraph 20(b)(i)hereinabove,
and if Landlords contractor estimates that as a result of such damage, Tenant
cannot be given reasonable use of and access to the Premises within two hundred
forty (240) days after the date of such damage, then either Landlord or Tenant
may terminate this Lease effective upon delivery of written notice to the other
within ten (10) days after Landlord delivers notice to Tenant of its
election to so repair, reconstruct or restore; provided, however, Tenant shall
have no right to terminate this Lease if Landlord can relocate Tenant to other
comparable Premises in the Building or the Project within one hundred eighty
(180) days after the date of such damage.  (d)           Tenants Costs and Insurance Proceeds.  In the event of any damage or destruction of
all or any part of the Premises, Tenant agrees to immediately (i) notify
Landlord thereof, and (ii) deliver to Landlord all property insurance
proceeds received by Tenant with respect to any tenant improvements installed
by or at the cost of Tenant and any alterations, but excluding proceeds for
Tenants furniture, fixtures, equipment and other personal property, whether or
not this Lease is terminated as permitted in this Paragraph 20, and
Tenant hereby assigns to Landlord all rights to receive such insurance
proceeds.  If for any reason (including
Tenants failure to obtain required insurance), Tenant fails to receive
insurance proceeds covering the full replacement cost of any tenant
improvements and any alterations which are damaged, Tenant will be deemed to
have self-insured the replacement cost of such items, and upon any damage or
destruction thereto, Tenant agrees to immediately pay to Landlord the full
replacement cost of such items, less any insurance proceeds actually received
by Landlord from Landlords or Tenants insurance with respect to such items.  (e)           Abatement of Rent.  In
the event of any damage, repair, reconstruction and/or restoration described in
this Paragraph 20, rent will be abated or reduced, as the case may
be, from the date of such casualty in proportion to the degree to which
Tenants use of the Premises is impaired during such period of repair until
such use is restored.  Except for
abatement of rent as provided hereinabove, Tenant will not be entitled to any
compensation or damages for loss of, or interference with, Tenants business or
use or access of all or any part of the Premises or for lost profits or any
other consequential damages of any kind or nature, which result from any such
damage, repair, reconstruction or restoration.  (f)            Damage Near End of Term. 
Landlord and Tenant shall each have the right to terminate this Lease if
any damage to the Premises or the Building occurs during the last twelve (12)
months of the Term of this Lease where Landlords contractor estimates in a
writing delivered to Landlord and Tenant that the repair, reconstruction or
restoration of such damage cannot be completed within sixty (60) days after the
date of such casualty.  If either party
desires to   8


terminate this Lease under this Subparagraph (f),
it shall provide written notice to the other party of such election within
ten (10) days after receipt of Landlords contractors repair
estimates.  (g)           Waiver of Termination Right. 
Landlord and Tenant agree that the foregoing provisions of this Paragraph 20
are to govern their respective rights and obligations in the event of any
damage or destruction and supersede and are in lieu of the provisions of any
applicable law, statute, ordinance, rule, regulation, order or ruling now or
hereafter in force which provide remedies for damage or destruction of leased
premises (including, without limitation, to the extent the Premises are located
in California, the provisions of California Civil Code Section 1932,
Subsection 2, and Section 1933, Subsection 4 and any successor
statute or laws of a similar nature).  21.          EMINENT
DOMAIN.  (a)           Substantial Taking. 
If the whole of the Premises, or such part thereof as shall
substantially interfere with Tenants use and occupancy of the Premises, as
contemplated by this Lease, is taken for any public or quasi-public purpose by
any lawful power or authority by exercise of the right of appropriation,
condemnation or eminent domain, or sold to prevent such taking, either party
will have the right to terminate this Lease effective as of the date possession
is required to be surrendered to such authority.  (b)           Partial Taking; Abatement of Rent.  In the event of a taking of a portion of the
Premises which does not substantially interfere with Tenants use and occupancy
of the Premises including any temporary taking of ninety (90) days or less,
then, neither party will have the right to terminate this Lease and Landlord
will thereafter proceed to make a functional unit of the remaining portion of
the Premises (but only to the extent Landlord receives proceeds therefor from
the condemning authority), and rent will be abated with respect to the part of
the Premises which Tenant is deprived of on account of such taking.  Notwithstanding the immediately preceding
sentence to the contrary, if any part of the Building or the Project is taken
(whether or not such taking substantially interferes with Tenants use of the
Premises), Landlord may terminate this Lease upon thirty (30) days prior
written notice to Tenant if Landlord also terminates the leases of the other
tenants of the Building which are leasing comparably sized space for comparable
lease terms.  (c)           Condemnation Award. 
In connection with any taking of the Premises or the Building, Landlord
will be entitled to receive the entire amount of any award which may be made or
given in such taking or condemnation, without deduction or apportionment for
any estate or interest of Tenant, it being expressly understood and agreed by
Tenant that no portion of any such award will be allowed or paid to Tenant for
any so-called bonus or excess value of this Lease, and such bonus or excess
value will be the sole property of Landlord. 
Tenant agrees not to assert any claim against Landlord or the taking
authority for any compensation because of such taking (including any claim for
bonus or excess value of this Lease); provided, however, if any portion of the
Premises is taken, Tenant will have the right to recover from the condemning
authority (but not from Landlord) any compensation as may be separately awarded
or recoverable by Tenant for the taking of Tenants furniture, fixtures,
equipment and other personal property within the Premises, for Tenants
relocation expenses, and for any loss of goodwill or other damage to Tenants
business by reason of such taking.  22.          DEFAULTS
AND REMEDIES.  (a)           Defaults.  The
occurrence of any one or more of the following events will be deemed a default
by Tenant:  (i)The abandonment or vacation of the Premises
by Tenant.  (ii)The failure by Tenant to make any payment
of rent or additional rent or any other payment required to be made by Tenant
hereunder, as and when due, where such failure continues for a period of three
(3) days after written notice thereof from Landlord to Tenant; provided,
however, that any such notice will be in lieu of, and not in addition to, any
notice required under applicable law (including, without limitation, to the
extent the Premises are located in California, the provisions of California
Code of Civil Procedure Section 1161 regarding unlawful detainer actions
or any successor statute or law of a similar nature).  (iii)The failure by Tenant to observe or
perform any of the express or implied covenants or provisions of this Lease to
be observed or performed by Tenant, other than as specified in Subparagraph 22(a)(i)or
Subparagraph 22(a)(ii)above, where such failure continues for
a period of five (5) days after written notice thereof from Landlord to
Tenant.  The provisions of any such
notice will be in lieu of, and not in addition to, any notice required under
applicable law (including, without limitation, to the extent the Premises are
located in California, California Code of Civil Procedure Section 1161
regarding unlawful detainer actions and any successor statute or similar
law).  If the nature of Tenants default
is such that more than five (5) days are reasonably required for its
cure, then Tenant will not be deemed to be in default if Tenant, with
Landlords concurrence, commences such cure within such five (5) day
period and thereafter diligently prosecutes such cure to completion.  (iv)(A)          The
making by Tenant of any general assignment for the benefit of creditors;
(B) the filing by or against Tenant of a petition to have Tenant adjudged
a bankrupt or a petition for reorganization or arrangement under any law
relating to bankruptcy (unless, in the case of a petition filed against Tenant,
the same is dismissed within sixty (60) days); (C) the appointment of a
trustee or receiver to take possession of substantially all of Tenants assets
located at the Premises or of Tenants interest in this Lease, where possession
is not restored to Tenant within thirty (30) days; or (D) the attachment,
execution or other judicial seizure of substantially all of Tenants assets
located at the Premises or of Tenants interest in this Lease where such
seizure is not discharged within thirty (30) days.  (b)           Landlords Remedies; Termination.  In the event of any default by Tenant, in
addition to any other remedies available to Landlord at law or in equity under
applicable law (including, without limitation, to the extent the Premises are
located in California, the remedies of Civil Code Section 1951.4 and any
successor statute or similar law), Landlord will have the immediate right and
option to terminate this Lease and all rights of Tenant hereunder.  If Landlord elects to terminate this Lease
then, to the extent permitted under applicable law, Landlord may recover from
Tenant:  (i)  9


the worth at the time of award of any unpaid rent which
had been earned at the time of such termination; plus (ii) the worth at
the time of award of the amount by which the unpaid rent which would have been
earned after termination until the time of award exceeds the amount of such
rent loss that Tenant proves could have been reasonably avoided; plus
(iii) the worth at the time of award of the amount by which the unpaid
rent for the balance of the Term after the time of award exceeds the amount of
such rent loss that Tenant proves could be reasonably avoided; plus
(iv) any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenants failure to perform its obligations under
this Lease or which, in the ordinary course of things, results therefrom
including, but not limited to: attorneys fees and costs; brokers commissions;
the costs of refurbishment, alterations, renovation and repair of the Premises,
and removal (including the repair of any damage caused by such removal) and
storage (or disposal) of Tenants personal property, equipment, fixtures,
alterations, the tenant improvements and any other items which Tenant is
required under this Lease to remove but does not remove, as well as the
unamortized value of any free rent, reduced rent, free parking, reduced rate
parking and any tenant improvement allowance or other costs or economic
concessions provided, paid, granted or incurred by Landlord pursuant to this
Lease.  As used in Subparagraphs
22(b)(i)and Subparagraphs 22(b)(ii)above, the worth at
the time of award is computed by allowing interest at the Interest Rate.  As used in Subparagraph 22(b)(iii)above,
the worth at the time of award is computed by discounting such amount at the
discount rate of the Federal Reserve Bank of San Francisco at the time of award
plus one percent (1%).  (c)           Landlords Remedies; Re-Entry Rights.  In the event of any default by Tenant, in
addition to any other remedies available to Landlord under this Lease, at law
or in equity, Landlord will also have the right, with or without terminating
this Lease, to re-enter the Premises and remove all persons and property from
the Premises; such property may be removed and stored in a public warehouse or
elsewhere and/or disposed of at the sole cost and expense of and for the
account of Tenant in accordance with the provisions of Paragraph 13
of this Lease or any other procedures permitted by applicable law.  No re-entry or taking possession of the Premises
by Landlord pursuant to this Subparagraph 22(c)will be
construed as an election to terminate this Lease unless a written notice of
such intention is given to Tenant or unless the termination thereof is decreed
by a court of competent jurisdiction.  (d)           Landlords Remedies; Re-Letting.  If Landlord does not elect to terminate this
Lease, Landlord may from time to time, without terminating this Lease, either
recover all rent as it becomes due or relet the Premises or any part thereof on
terms and conditions as Landlord in its sole and absolute discretion may deem
advisable with the right to make alterations and repairs to the Premises in
connection with such reletting.  If
Landlord elects to relet the Premises, then rents received by Landlord from
such reletting will be applied: first, to the payment of any indebtedness other
than rent due hereunder from Tenant to Landlord; second, to the payment of any
cost of such reletting; third, to the payment of the cost of any alterations
and repairs to the Premises incurred in connection with such reletting; fourth,
to the payment of rent due and unpaid hereunder and the residue, if any, will
be held by Landlord and applied to payment of future rent as the same may
become due and payable hereunder.  Should
that portion of such rents received from such reletting during any month, which
is applied to the payment of rent hereunder, be less than the rent payable
during that month by Tenant hereunder, then Tenant agrees to pay such
deficiency to Landlord immediately upon demand therefor by Landlord.  Such deficiency will be calculated and paid
monthly.  (e)           Landlords Remedies; Performance for Tenant.  All covenants and agreements to be performed
by Tenant under any of the terms of this Lease are to be performed by Tenant at
Tenants sole cost and expense and without any abatement of rent.  If Tenant fails to pay any sum of money owed
to any party other than Landlord, for which it is liable under this Lease, or
if Tenant fails to perform any other act on its part to be performed hereunder,
and such failure continues for ten (10) days after notice thereof by
Landlord, Landlord may, without waiving or releasing Tenant from its
obligations, but shall not be obligated to, make any such payment or perform
any such other act to be made or performed by Tenant.  Tenant agrees to reimburse Landlord upon
demand for all sums so paid by Landlord and all necessary incidental costs,
together with interest thereon at the Interest Rate, from the date of such
payment by Landlord until reimbursed by Tenant. 
This remedy shall be in addition to any other right or remedy of
Landlord set forth in this Paragraph 22.  (f)            Late Payment.  If
Tenant fails to pay any installment of rent when due or if Tenant fails to make
any other payment for which Tenant is obligated under this Lease when due, such
late amount will accrue interest at the Interest Rate until such amount is paid
by Tenant to Landlord.  In addition,
Tenant agrees to pay to Landlord concurrently with such late payment amount, as
additional rent, a late charge equal to ten percent (10%) of the amount due to
compensate Landlord for the extra costs Landlord will incur as a result of such
late payment.  Landlord and Tenant agree
that such late charge represents a fair and reasonable estimate of the costs
that Landlord will incur by reason of any such late payment.  Acceptance of any such interest and late
charge will not constitute a waiver of the Tenants default with respect to the
overdue amount, or prevent Landlord from exercising any of the other rights and
remedies available to Landlord.  If
Tenant incurs a late charge more than three (3) times in any period of
twelve (12) months during the Lease Term, then, notwithstanding that
Tenant cures the late payments for which such late charges are imposed,
Landlord will have the right to require Tenant thereafter to pay all
installments of Monthly Base Rent quarterly in advance in the form of a
cashiers check throughout the remainder of the Lease Term.  Any payments of any kind returned for insufficient
funds will be subject to an additional handling charge of $40.00, and
thereafter, Landlord may require Tenant to pay all future payments of rent or
other sums due by money order or cashiers check.  (g)           Rights and Remedies Cumulative.  All rights, options and remedies of Landlord
contained in this Lease will be construed and held to be cumulative, and no one
of them will be exclusive of the other, and Landlord shall have the right to
pursue any one or all of such remedies or any other remedy or relief which may
be provided by law or in equity, whether or not stated in this Lease.  Nothing in this Paragraph 22 will be
deemed to limit or otherwise affect Tenants indemnification of Landlord
pursuant to any provision of this Lease.  23.          LANDLORDS
DEFAULT.  Landlord will not be in default in the
performance of any obligation required to be performed by Landlord under this
Lease unless Landlord fails to perform such obligation within thirty (30) days
after the receipt of written notice from Tenant specifying in detail Landlords
failure to perform; provided however, that if the nature of Landlords
obligation is such that more than thirty (30) days are required for
performance, then Landlord will not be deemed in default if it commences such
performance within such thirty (30) day period and thereafter diligently
pursues the same to completion.  Upon any
default by Landlord, Tenant may exercise any of its rights provided at law or
in equity, subject to the limitations on liability set forth in Paragraph 35
of this Lease.  24.          ASSIGNMENT
AND SUBLETTING.  (a)           Restriction on Transfer. 
Except as otherwise expressly provided in this Paragraph 24, Tenant
will not, either voluntarily or by operation of law, assign or encumber this
Lease or any interest herein or sublet the Premises  10


or any part thereof, or permit the use or occupancy of
the Premises by any party other than Tenant (any such assignment, encumbrance,
sublease or the like will sometimes be referred to as a Transfer),
without the prior written consent of Landlord, which consent Landlord will not
unreasonably withhold.  For purposes of
this Paragraph 24, if Tenant is a corporation, partnership or other
entity, any transfer, assignment, encumbrance or hypothecation of fifty percent
(50%) or more (individually or in the aggregate) of any stock or other
ownership interest in such entity, and/or any transfer, assignment,
hypothecation or encumbrance of any controlling ownership or voting interest in
such entity, will be deemed a Transfer and will be subject to all of the restrictions
and provisions contained in this Paragraph 24; provided, however,
this provision will not apply to public corporations, the stock of which is
traded through a public stock exchange or over the counter system.  (b)Transfer Notice.  If Tenant desires to effect a
Transfer, then at least thirty (30) days prior to the date when Tenant desires
the Transfer to be effective (the Transfer Date), Tenant agrees to
give Landlord a notice (the Transfer Notice), stating the name,
address and business of the proposed assignee, sublessee or other transferee
(sometimes referred to hereinafter as Transferee), reasonable
information (including references) concerning the character, ownership, and
financial condition of the proposed Transferee, the Transfer Date, any
ownership or commercial relationship between Tenant and the proposed
Transferee, and the consideration and all other material terms and conditions
of the proposed Transfer, all in such detail as Landlord may reasonably
require.  (c)Landlords Options.  Within
fifteen (15) days of Landlords receipt of any Transfer Notice, and any
additional information requested by Landlord concerning the proposed Transferees
financial responsibility, Landlord will notify Tenant of its election to do one
of the following:  (i) consent to
the proposed Transfer subject to such reasonable conditions as Landlord may
impose in providing such consent; (ii) refuse such consent, which refusal
shall be on reasonable grounds; or (iii) terminate this Lease as to all or
such portion of the Premises which is proposed to be sublet or assigned and
recapture all or such portion of the Premises for reletting by Landlord.  (d)Additional Conditions.  A condition
to Landlords consent to any Transfer of this Lease will be the delivery to Landlord
of a true copy of the fully executed instrument of assignment, sublease,
transfer or hypothecation, in form and substance reasonably satisfactory to
Landlord.  Tenant agrees to pay to
Landlord, as additional rent, all sums and other consideration payable to and
for the benefit of Tenant by the assignee or sublessee in excess of the rent
payable under this Lease for the same period and portion of the Premises.  In calculating excess rent or other
consideration which may be payable to Landlord under this paragraph, Tenant
will be entitled to deduct commercially reasonable third party brokerage
commissions and attorneys fees and other amounts reasonably and actually
expended by Tenant in connection with such assignment or subletting if
acceptable written evidence of such expenditures is provided to Landlord.  Notwithstanding anything herein to the
contrary, no Transfer will release Tenant of Tenants obligations under this
Lease or alter the primary liability of Tenant to pay the rent and to perform
all other obligations to be performed by Tenant hereunder.  Landlord may require that any Transferee
remit directly to Landlord on a monthly basis, all monies due Tenant by said
Transferee.  Consent by Landlord to one
Transfer will not be deemed consent to any subsequent Transfer.  In the event of default by any Transferee of
Tenant or any successor of Tenant in the performance of any of the terms
hereof, Landlord may proceed directly against Tenant without the necessity of
exhausting remedies against such Transferee or successor.  If Tenant effects a Transfer or requests the
consent of Landlord to any Transfer (whether or not such Transfer is
consummated), then, upon demand, Tenant agrees to pay Landlord a non-refundable
administrative fee of not less than One Hundred Dollars ($100.00) and not more
than Five Hundred Dollars ($500.00), plus Landlords reasonable attorneys
fees.  25.SUBORDINATION.  Without the necessity of any
additional document being executed by Tenant for the purpose of effecting a
subordination, and at the election of Landlord or any mortgagee or beneficiary
with a deed of trust encumbering the Building and/or the Project, or any lessor
of a ground or underlying lease with respect to the Building, this Lease will
be subject and subordinate at all times to: 
(i) all ground leases or underlying leases which may now exist or
hereafter be executed affecting the Building; and (ii) the lien of any
mortgage or deed of trust which may now exist or hereafter be executed for
which the Building, the Project or any leases thereof, or Landlords interest
and estate in any of said items, is specified as security.  Notwithstanding the foregoing, Landlord
reserves the right to subordinate any such ground leases or underlying leases
or any such liens to this Lease.  If any
such ground lease or underlying lease terminates for any reason or any such
mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure
is made for any reason, at the election of Landlords successor in interest,
Tenant agrees to attorn to and become the tenant of such successor in which
event Tenants right to possession of the Premises will not be disturbed as
long as Tenant is not in default under this Lease.  Tenant hereby waives its rights under any law
which gives or purports to give Tenant any right to terminate or otherwise
adversely affect this Lease and the obligations of Tenant hereunder in the
event of any such foreclosure proceeding or sale.  Tenant covenants and agrees to execute and
deliver, upon demand by Landlord and in the form reasonably required by
Landlord, any additional documents evidencing the priority or subordination of
this Lease and Tenants attornment agreement with respect to any such ground
lease or underlying leases or the lien of any such mortgage or deed of
trust.  If Tenant fails to sign and
return any such documents within ten (10) days of receipt, Tenant
will be in default hereunder.  26.ESTOPPEL CERTIFICATE.  Within ten (10) days
following any written request which Landlord may make from time to time, Tenant
agrees to execute and deliver to Landlord an estoppel certificate, in Landlords
standard form or as may reasonably be required by Landlords lender.  Landlord and Tenant intend that any statement
delivered pursuant to this Paragraph 26 may be relied upon by any
mortgagee, beneficiary, purchaser or prospective purchaser of the Building or
any interest therein.  Tenants failure
to deliver such statement within such time will be conclusive upon Tenant (i) that
this Lease is in full force and effect, without modification except as may be
represented by Landlord, (ii) that there are no uncured defaults in
Landlords performance, and (iii) that not more than one (1) months
rent has been paid in advance.  Without
limiting the foregoing, if Tenant fails to deliver any such statement within
such ten (10) day period, Landlord may deliver to Tenant an additional
request for such statement and Tenants failure to deliver such statement to
Landlord within ten (10) days after delivery of such additional request
will constitute a default under this Lease. 
Tenant agrees to indemnify and protect Landlord from and against any and
all claims, damages, losses, liabilities and expenses (including attorneys
fees and costs) attributable to any failure by Tenant to timely deliver any
such estoppel certificate to Landlord as required by this Paragraph 26.  27.BUILDING PLANNING.  If Landlord requires the
Premises for use in conjunction with another suite or for other reasons
connected with the planning program for the Building or the Project, Landlord
will have the right, upon thirty (30) days prior written notice to
Tenant, to move Tenant to other space in the Building of substantially similar
size as the Premises, and with tenant improvements of substantially similar
age, quality and layout as then existing in the Premises.  Any such relocation will be at Landlords
cost and expense, including the cost of providing such substantially similar
tenant improvements (but not any furniture or personal property) and Tenants
reasonable moving, telephone installation  11


and stationary reprinting costs.  If Landlord so relocates Tenant, the terms
and conditions of this Lease will remain in full force and effect and apply to
the new space, except that (a) a revised Exhibit A will
become part of this Lease and will reflect the location of the new space, (b) Paragraph
1 of this Lease will be amended to include and state all correct data as to
the new space, (c) the new space will thereafter be deemed to be the Premises,
and (d) all economic terms and conditions (e.g. rent, total Operating
Expense Allowance, etc.) will be adjusted on a per square foot basis based on
the total number of rentable square feet of area contained in the new
space.  Landlord and Tenant agree to
cooperate fully with one another in order to minimize the inconvenience to
Tenant resulting from any such relocation.  28.RULES AND REGULATIONS.  Tenant agrees
to faithfully observe and comply with the Rules and Regulations, a copy
of which is attached hereto and incorporated herein by this reference as Exhibit D,
and all reasonable and nondiscriminatory modifications thereof and additions
thereto from time to time put into effect by Landlord.  Landlord will not be responsible to Tenant
for the violation or non-performance by any other tenant or occupant of the
Building of any of the Rules and Regulations.  29.MODIFICATION AND CURE RIGHTS OF LANDLORDS MORTGAGEES AND LESSORS. 
Tenant, within ten (10) days after request therefor, agrees to
execute any reasonable amendments to this Lease which may be requested by any
lender or ground lessor of the Project, provided any such amendments do not
increase the obligations of Tenant under this Lease or adversely affect the
leasehold estate created by this Lease. 
In the event of any default on the part of Landlord, Tenant will give
notice by registered or certified mail to any beneficiary of a deed of trust or
mortgage covering the Premises or ground lessor of Landlord whose address has
been furnished to Tenant, and Tenant agrees to offer such beneficiary,
mortgagee or ground lessor a reasonable opportunity to cure the default
(including with respect to any such beneficiary or mortgagee, time to obtain
possession of the Premises, subject to this Lease and Tenants rights
hereunder, by power of sale or a judicial foreclosure, if such should prove
necessary to effect a cure).  30.DEFINITION OF LANDLORD.  The term Landlord,
as used in this Lease, so far as covenants or obligations on the part of
Landlord are concerned, means and includes only the owner or owners, at the
time in question, of the fee title of the Premises or the lessees under any
ground lease, if any.  In the event of
any transfer, assignment or other conveyance or transfers of any such title
(other than a transfer for security purposes only), Landlord herein named (and
in case of any subsequent transfers or conveyances, the then grantor) will be
automatically relieved from and after the date of such transfer, assignment or
conveyance of all liability as respects the performance of any covenants or
obligations on the part of Landlord contained in this Lease thereafter to be
performed, so long as the transferee assumes in writing all such covenants and
obligations of Landlord arising after the date of such transfer.  Landlord and Landlords transferees and
assignees have the absolute right to transfer all or any portion of their
respective title and interest in the Project, the Building, the Premises and/or
this Lease without the consent of Tenant, and such transfer or subsequent
transfer will not be deemed a violation on Landlords part of any of the terms
and conditions of this Lease.  31.WAIVER.  The waiver by either party of any breach of
any term, covenant or condition herein contained will not be deemed to be a
waiver of any subsequent breach of the same or any other term, covenant or
condition herein contained, nor will any custom or practice which may develop
between the parties in the administration of the terms hereof be deemed a
waiver of or in any way affect the right of either party to insist upon
performance in strict accordance with said terms.  The subsequent acceptance of rent or any
other payment hereunder by Landlord will not be deemed to be a waiver of any
preceding breach by Tenant of any term, covenant or condition of this Lease,
other than the failure of Tenant to pay the particular rent so accepted,
regardless of Landlords knowledge of such preceding breach at the time of
acceptance of such rent.  No acceptance
by Landlord of a lesser sum than the basic rent and additional rent or other
sum then due will be deemed to be other than on account of the earliest
installment of such rent or other amount due, nor will any endorsement or
statement on any check or any letter accompanying any check be deemed an accord
and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlords right to recover the balance of such installment or
other amount or pursue any other remedy provided in this Lease.  The consent or approval of Landlord to or of
any act by Tenant requiring Landlords consent or approval will not be deemed
to waive or render unnecessary Landlords consent or approval to or of any
subsequent similar acts by Tenant.  32.PARKING.  So long as this Lease is in effect and
provided Tenant is not in default hereunder, Landlord grants to Tenant, Tenants
visitors and guests a non-exclusive license to use the parking areas which
serve the Building subject to the terms and conditions of this Paragraph 32
and the Rules and Regulations regarding parking contained in Exhibit D
attached hereto.  Tenant will not use or
allow any of Tenants employees or guests to use any parking spaces which have
been specifically assigned by Landlord to other tenants or occupants or for
other uses such as visitor parking or which have been designated by any
governmental entity as being restricted to certain uses.  Landlord may assign any unreserved and
unassigned parking spaces and/or make all or any portion of such spaces
reserved, if Landlord reasonably determines that it is necessary for orderly
and efficient parking or for any other reasonable reason.  Tenant agrees to cause its employees,
subtenants, assignees, contractors, suppliers, customers and invitees to comply
with the Rules and Regulations. 
Landlord  reserves the right from
time to time to modify and/or adopt such other reasonable and
non-discriminatory rules and regulations for the parking facilities as it
deems reasonably necessary for the operation of the parking facilities.  33.FORCE MAJEURE.  If either Landlord or Tenant
is delayed, hindered in or prevented from the performance of any act required
under this Lease by reason of strikes, lock-outs, labor troubles, inability to
procure standard materials, failure of power, restrictive governmental laws,
regulations or orders or governmental action or inaction (including failure,
refusal or delay in issuing permits, approvals and/or authorizations which is
not the result of the action or inaction of the party claiming such delay),
riots, civil unrest or insurrection, war, fire, earthquake, flood or other
natural disaster, unusual and unforeseeable delay which results from an
interruption of any public utilities (e.g., electricity, gas, water, telephone)
or other unusual and unforeseeable delay not within the reasonable control of
the party delayed in performing work or doing acts required under the
provisions of this Lease, then performance of such act will be excused for the
period of the delay and the period for the performance of any such act will be
extended for a period equivalent to the period of such delay.  Notwithstanding the foregoing, the provisions
of this Paragraph 33 will not operate to excuse Tenant from prompt
payment of rent or any other payments required under the provisions of this
Lease.  34.SIGNS.  Landlord will designate the location on the
Premises, if any, for one Tenant identification sign.  Tenant has no right to install Tenant
identification signs in any other location in, on or about the Premises or the
Project and will not display or erect any other signs, displays or other
advertising materials that are visible from the exterior of the Building or
from within the Building in any interior or exterior common areas.  The size, design, color and other physical
aspects of any and all permitted sign(s) will be subject to (i) Landlords
written approval prior to installation, which approval may be withheld in
Landlords discretion, (ii) any covenants, conditions or restrictions and
sign criteria governing the Project, and (iii) any applicable municipal or
governmental permits and approvals.  The
current sign criteria for the  12


Project is shown on Exhibit C attached
hereto.  Tenant will be solely
responsible for all costs for installation, maintenance, repair and removal of
any Tenant identification sign(s).  If
Tenant fails to remove Tenants sign(s) upon termination of this Lease and
repair any damage caused by such removal, Landlord may do so at Tenants sole
cost and expense.  Tenant agrees to
reimburse Landlord for all costs incurred by Landlord to effect any
installation, maintenance or removal on Tenants account, which amount will be
deemed additional rent, and may include, without limitation, all sums
disbursed, incurred or deposited by Landlord including Landlords costs,
expenses and actual attorneys fees with interest thereon at the Interest Rate
from the date of Landlords demand until paid by Tenant.  Any sign rights granted to Tenant under this
Lease are personal to Tenant and may not be assigned, transferred or otherwise
conveyed to any assignee or subtenant of Tenant without Landlords prior
written consent, which consent Landlord may withhold in its sole and absolute
discretion.  35.LIMITATION ON LIABILITY.  In
consideration of the benefits accruing hereunder, Tenant on behalf of itself
and all successors and assigns of Tenant covenants and agrees that, in the
event of any actual or alleged failure, breach or default hereunder by
Landlord:  (a) Tenants recourse
against Landlord for monetary damages will be limited to Landlords interest in
the Building including, subject to the prior rights of any Mortgagee, Landlords
interest in the rents of the Building and any insurance proceeds payable to
Landlord; (b) except as may be necessary to secure jurisdiction of the
partnership, no partner of Landlord shall be sued or named as a party in any
suit or action and no service of process shall be made against any partner,
member, shareholder, officer or director of Landlord; (c)  no partner,
member, shareholder, officer or director of Landlord shall be required to
answer or otherwise plead to any service of process; (d)  no judgment will
be taken against any partner, member, shareholder, officer or director of
Landlord and any judgment taken against any partner, member, shareholder,
officer or director of Landlord may be vacated and set aside at any time after
the fact; (e) no writ of execution will be levied against the assets of
any partner, member, shareholder, officer or director of Landlord; (f) the
obligations under this Lease do not constitute personal obligations of the
individual partners, members, directors, officers or shareholders of Landlord,
and Tenant shall not seek recourse against the individual partners, members,
directors, officers or shareholders of Landlord or any of their personal assets
for satisfaction of any liability in respect to this Lease; and (g) these
covenants and agreements are enforceable both by Landlord and also by any
partner, member, shareholder, officer or director of Landlord.  36.FINANCIAL STATEMENTS.  Prior to the
execution of this Lease by Landlord and at any time during the Term of this
Lease upon ten (10) days prior written notice from Landlord, Tenant agrees
to provide Landlord with a current financial statement for Tenant and any
guarantors of Tenant and financial statements for the two (2) years prior
to the current financial statement year for Tenant and any guarantors of
Tenant.  Such statements are to be
prepared in accordance with generally accepted accounting principles and, if
such is the normal practice of Tenant, audited by an independent certified
public accountant.  37.QUIET ENJOYMENT.  Landlord covenants and agrees
with Tenant that upon Tenant paying the rent required under this Lease and
paying all other charges and performing all of the covenants and provisions on
Tenants part to be observed and performed under this Lease, Tenant may
peaceably and quietly have, hold and enjoy the Premises in accordance with this
Lease.  38.MISCELLANEOUS.  (a)Conflict of Laws.  This Lease shall be governed
by and construed solely pursuant to the laws of the State, without giving
effect to choice of law principles thereunder.  (b)Successors and Assigns.  Except as
otherwise provided in this Lease, all of the covenants, conditions and
provisions of this Lease shall be binding upon and shall inure to the benefit
of the parties hereto and their respective heirs, personal representatives,
successors and assigns.  (c)Professional Fees and Costs.  If either
Landlord or Tenant should bring suit against the other with respect to this
Lease, then all costs and expenses, including without limitation, actual
professional fees and costs such as appraisers, accountants and attorneys
fees and costs, incurred by the party which prevails in such action, whether by
final judgment or out of court settlement, shall be paid by the other party,
which obligation on the part of the other party shall be deemed to have accrued
on the date of the commencement of such action and shall be enforceable whether
or not the action is prosecuted to judgment. 
As used herein, attorneys fees and costs shall include, without
limitation, attorneys fees, costs and expenses incurred in connection with any
(i) post judgment motions; (ii) contempt proceedings; (iii) garnishment,
levy and debtor and third party examination; (iv) discovery; and (v) bankruptcy
litigation.  Tenant agrees to pay all
collection agency fees and attorneys fees charged to Landlord in connection
with any late payment or non-payment of rent or any other amounts due under
this Lease including, without limitation, a fee of $75.00 for the preparation
of any demand for delinquent rent or any notice to pay rent or quit.  (d)Terms and Headings.  The words Landlord
and Tenant as used herein shall include the plural as well as the
singular.  Words used in any gender
include other genders.  The paragraph
headings of this Lease are not a part of this Lease and shall have no effect
upon the construction or interpretation of any part hereof.  (e)Time.  Time is of the essence with respect to the
performance of every provision of this Lease in which time of performance is a
factor.  (f)Prior Agreement; Amendments.  This Lease
constitutes and is intended by the parties to be a final, complete and
exclusive statement of their entire agreement with respect to the subject
matter of this Lease.  This Lease
supersedes any and all prior and contemporaneous agreements and understandings
of any kind relating to the subject matter of this Lease.  There are no other agreements,
understandings, representations, warranties, or statements, either oral or in
written form, concerning the subject matter of this Lease.  No alteration, modification, amendment or
interpretation of this Lease shall be binding on the parties unless contained
in a writing which is signed by both parties.  (g)Separability.  The provisions of this Lease shall be
considered separable such that if any provision or part of this Lease is ever
held to be invalid, void or illegal under any law or ruling, all remaining
provisions of this Lease shall remain in full force and effect to the maximum
extent permitted by law.  (h)Recording.  Neither Landlord nor Tenant shall record this
Lease nor a short form memorandum thereof without the consent of the other.  13


(i)Counterparts. 
This Lease may be executed in one or more counterparts, each of which
shall constitute an original and all of which shall be one and the same
agreement.  (j)Nondisclosure of Lease Terms. 
Tenant acknowledges and agrees that the terms of this Lease are
confidential and constitute proprietary information of Landlord.  Disclosure of the terms could adversely affect
the ability of Landlord to negotiate other leases and impair Landlords
relationship with other tenants. 
Accordingly, Tenant agrees that it, and its partners, officers,
directors, employees, agents and attorneys, shall not intentionally and
voluntarily disclose the terms and conditions of this Lease to any newspaper or
other publication or any other tenant or apparent prospective tenant of the
Building or other portion of the Project, or real estate agent, either directly
or indirectly, without the prior written consent of Landlord, provided,
however, that Tenant may disclose the terms to prospective subtenants or
assignees under this Lease.  (k)Non-Discrimination. 
Tenant acknowledges and agrees that there shall be no discrimination
against, or segregation of, any person, group of persons, or entity on the
basis of race, color, creed, religion, age, sex, marital status, national
origin, or ancestry in the leasing, subleasing, transferring, assignment, occupancy,
tenure, use, or enjoyment of the Premises, or any portion thereof.  (l)JointProduct.  This Lease is the result of arms-length
negotiations between Landlord and Tenant and their respective attorneys.  Accordingly, neither party shall be deemed to
be the author of this Lease and this Lease shall not be construed against
either party.  39.EXECUTION OF LEASE.  (a)Joint and Several Obligations. 
If more than one person executes this Lease as Tenant, their execution
of this Lease will constitute their covenant and agreement that (i) each
of them is jointly and severally liable for the keeping, observing and
performing of all of the terms, covenants, conditions, provisions and
agreements of this Lease to be kept, observed and performed by Tenant, and (ii) the
term Tenant as used in this Lease means and includes each of them jointly and
severally.  The act of or notice from, or
notice or refund to, or the signature of any one or more of them, with respect
to the tenancy of this Lease, including, but not limited to, any renewal,
extension, expiration, termination or modification of this Lease, will be
binding upon each and all of the persons executing this Lease as Tenant with
the same force and effect as if each and all of them had so acted or so given
or received such notice or refund or so signed.  (b)Tenant as Corporation or
Partnership.  If Tenant executes this Lease as a
corporation or partnership, then Tenant and the persons executing this Lease on
behalf of Tenant represent and warrant that such entity is duly qualified and
in good standing to do business in California and that the individuals
executing this Lease on Tenants behalf are duly authorized to execute and
deliver this Lease on its behalf, and in the case of a corporation, in
accordance with a duly adopted resolution of the board of directors of Tenant,
a copy of which is to be delivered to Landlord on execution hereof, if
requested by Landlord, and in accordance with the by-laws of Tenant, and, in
the case of a partnership, in accordance with the partnership agreement and the
most current amendments thereto, if any, copies of which are to be delivered to
Landlord on execution hereof, if requested by Landlord, and that this Lease is
binding upon Tenant in accordance with its terms.  (c)Examination of Lease. 
Submission of this instrument by Landlord to Tenant for examination or
signature by Tenant does not constitute a reservation of or option for lease,
and it is not effective as a lease or otherwise until execution by and delivery
to both Landlord and Tenant.  40.TELECOMMUNICATIONS LINES.Tenant shall
be solely responsible for contacting the appropriate telephone company and
contracting to have telephone and data lines brought to the Premises and
connected to Tenants telecommunications equipment.  Tenant must obtain prior written approval for
the installation of all such lines from the management office.  All work required in connection with the
installation of such telephone and data lines shall be done by licensed
contractors that have been pre-approved in writing by the management
office.  Tenant shall be solely
responsible for any and all costs connected with the installation, maintenance
and repair of any telephone and data lines. 
In addition, Tenant shall be solely responsible for any monthly charge
incurred relative to such telephone and data lines.  Once telephone and data lines have been
installed and connected to the Premises, such lines shall, at Landlords
election, become the property of Landlord. 
In the event Tenant vacates the Premises or relocates or expands within
the Project, Tenant shall discontinue service to such lines but may NOT have
the lines removed, re-routed or redirected for Tenants use without Landlords
prior consent.  41.LEASE GUARANTY.  Intentionally omitted.  42.OFAC COMPLIANCE.  (a)Certification.  Tenant
certifies, represents, warrants and covenants that:  (i)It is not acting and will not act,
directly or indirectly, for or on behalf of any person, group, entity, or
nation named by any Executive Order or the United States Treasury Department as
a terrorist, Specially Designated National and Blocked Person, or other
banned or blocked person, entity, nation or transaction pursuant to any law,
order, rule, or regulation that is enforced or administered by the Office of
Foreign Assets Control; and  (ii)It is not engaged in this transaction,
directly or indirectly on behalf of, or instigating or facilitating this
transaction, directly or indirectly on behalf of, any such person, group,
entity or nation.  (b)Indemnity. 
Tenant hereby agrees to defend (with counsel reasonably acceptable to
Landlord), indemnify and hold harmless Landlord and the Landlord Indemnified
Parties from and against any and all Indemnified Claims arising from or related
to any such breach of the foregoing certifications, representations, warranties
and covenants.  14


43.HVAC.  Tenant
represents to Landlord that Tenant has inspected the Premises and acknowledges
that the Premises does not have an HVAC system; nevertheless, Tenant agrees
that the Premises are suitable for Tenants intended use and Tenant accepts the
Premises AS-IS.  [SIGNATURES ON NEXT PAGE]  15


SIGNATURE PAGE TO LEASE 
BY AND BETWEEN AIRPORT INDUSTRIAL COMPLEX (LANDLORD) AND
MFIC CORPORATION, A DELAWARE CORPORATION (TENANT)  IN WITNESS WHEREOF, the
parties have caused this Lease to be duly executed by their duly authorized
representatives.  TENANT:
  
  LANDLORD:MFIC CORPORATION, a Delaware corporationAIRPORT INDUSTRIAL COMPLEX,a California limited partnershipBy:
  Koll Industrial Properties, LLC,a Delaware limited liability company, as agentROBERT P. BRUNO, PresidentBy:Diane ScottDENNIS P. RIORDAN, Treasurer
  
  
  
  Vice President  Asset ManagementDate:        , 2007
  
  Date:        , 2007   16


EXHIBIT A-I  PREMISES      EXHIBIT
A-1


EXHIBIT B  INTENTIONALLY OMITTED   EXHIBIT
B-1


EXHIBIT C  SIGN CRITERIA  1.             Recitals: Signs and other graphics are an essential element of any community.  As such, their location, number, size and
design consistency have a significant influence upon a communitys visual
environment and a resultant effect upon a viewers perception of that
community.  In communities where signs have not
been property regulated, they have contributed to visual clutter, unpleasant
impressions and even confusion.  In many
of these instances signs have failed to achieve their original objective:  Communication of their intended message.  Under proper regulation, however, signs and other graphics may be
designed and displayed to effectively communicate their message and at the same
time be appropriate to their surroundings. 
Signs so designed and displayed can contribute to community identity,
and help create a community which is efficiently organized and visually
attractive.  All new leases and renewals
will contain this exhibit and management will strictly enforce its intent.  2.             Criteria: Tenant shall be allowed only one sign regardless of size of
occupancy.  No
advertising placards, merchandise, banners, pennants, names, insignia,
trademarks, or other descriptive material shall be affixed or maintained in a
fashion to be displayed to the exterior of the suite or on the glass panes of
the building, landscaped areas, streets or parking areas.  No alarm company stickers larger than 3-1/2
x 2-1/2 will be allowed.  Koll standard
U.P.S. signs are available at the leasing office for the asking.  No other U.P.S. signage will be permissible.  3.             Signage
Layout Submitted to Landlord for Approval: A layout of each proposed sign showing copy/logo and color samples must
be submitted to the Landlord for approval prior to fabrication and
installation.  4.             Sign
Specification/Method of Building Attachment: The subject premises have an 18 x 48 aluminum receptacle/frame
provided by and at the sole expense of the Landlord for insertion and placement
of Tenant signage.  The Tenants
sign/insert shall be constructed at the sole expense of the Tenant, constructed
of Opaque Lumisite or second-surface Lumisite coated in white.  If it is necessary to coat the exterior
surface to obtain the desired background color, the entire surface must be
coated the same color with no masking and the coating must have a five (5) to
seven (7) year exterior life expectancy without fading or peeling.  All lettering, legends and logos are to be
computer-cut two (2) mil. high performance vinyl.  Hand painting in not permitted.  5.             Window
Lettering: No window lettering is permitted except for the Tenants business
name onlywhich may be placed in the window immediately
adjacent to the main entry door.  Tenants
with little or no adjacent glass may place their name on the door.  Copy is to be computer cut two (2) mil.
high performance white vinyl in 3 helvetica medium lettering.  Lettering is to be centered between the
window frames with a minimum 1-1/2 border on each side.  Lettering is not to be condensed more than
75%.  Letter height may be reduced up to
1/2 to stay within the other criteria. 
If the business name still cannot be accommodated on one line then it
may be placed on two (2) lines using a 2-1/2 letter height and 1-3/4 spacing
between lines.  The top edge of the top
line is to be 69 above the concrete slab. 
Any and all other attachments to the glass will be in
non-conformance.  Subtenant names,
business services or types, and all other attachments to the glass or glazing,
except as described above, shall be considered non-conforming and subject to
removal.  6.             Window
Tinting: No mirrored or colored tinting will be authorized.  Before any tinting is applied to the Tenants
windows, a sample must be submitted to the Landlord for written approval prior
to installation.  7.             Landlords
Right to Enforce: This criteria establishes the uniform policies for all Tenant sign
identification.  This criteria has been
established for the purpose of maintaining the over all appearance of the
complex and to provide our tenants with a consistent quality environment from
which to conduct business.  Any sign,
graphics or other material installed that does not conform to this criteria may
be brought into conformity by the Landlord without notice.  Any cost incurred by the Landlord to remove
non-conforming signs or to correct defacement from mounting of non-conforming
signs shall be the responsibility of Tenant.   EXHIBIT C-1


EXHIBIT D  RULES AND REGULATIONS  A.            General Rules and
Regulations. The following rules and regulations govern the use
of the Building and the Common Areas. Tenant will be bound by such rules and
regulations and agrees to cause Tenants Authorized Users, its employees,
subtenants, assignees, contractors, suppliers, customers and invitees to
observe the same.  1.             Except
as specifically provided in the Lease to which these Rules and Regulations
are attached, no sign, placard, picture, stickers, banners, advertisement, name
or notice may be installed or displayed on any part of the outside or inside of
the Building without the prior written consent of Landlord. Landlord will have
the right to remove, at Tenants expense and without notice, any sign installed
or displayed in violation of this rule. All approved signs or lettering on
doors and walls are to be printed, painted, affixed or inscribed at the expense
of Tenant and under the direction of Landlord by a person or company designated
or approved by Landlord.  2.             If
Landlord objects in writing to any curtains, blinds, shades, screens or hanging
plants or other similar objects attached to or used in connection with any
window or door of the Premises, or placed on any windowsill, which is visible
from the exterior of the Premises, Tenant will immediately discontinue such
use. Tenant agrees not to place anything against or near glass partitions or
doors or windows which may appear unsightly from outside the Premises,
including, without limitation, stickers, tinting materials, foil shades, blinds
or screens.  3.             Tenant
will not obstruct any sidewalks, passages, exits or entrances of the Project.
The sidewalks, passages, exits and entrances are not open to the general
public, but are open, subject to reasonable regulations, to Tenants business
invitees. Landlord will in all cases retain the right to control and prevent
access thereto of all persons whose presence in the reasonable judgment of
Landlord would be prejudicial to the safety, character, reputation and interest
of the Project and its tenants, provided that nothing herein contained will be
construed to prevent such access to persons with whom any tenant normally deals
in the ordinary course of its business, unless such persons are engaged in
illegal or unlawful activities. No tenant and no employee or invitee of any
tenant will go upon the roof of the Building.  4.             Landlord
expressly reserves the right to absolutely prohibit solicitation, canvassing,
distribution of handbills or any other written material or goods, peddling,
sales and displays of products, goods and wares in all portions of the Project
except for such activities as may be expressly permitted under the Lease. Landlord
reserves the right to restrict and regulate the use of the Common Areas of the
Project by invitees of tenants providing services to tenants on a periodic or
daily basis including food and beverage vendors. Such restrictions may include
limitations on time, place, manner and duration of access to a tenants
premises for such purposes.  5.             Landlord
reserves the right to prevent access to the Project in case of invasion, mob,
riot, public excitement or other commotion by closing the doors or by other
appropriate action.  6.             Landlord
reserves the right to approve companies providing cleaning and janitorial
services for the Premises. Tenant will not cause any unnecessary labor by
carelessness or indifference to the good order and cleanliness of the Premises.  7.             Landlord
will furnish Tenant, free of charge, with two keys to each exterior entry door
lock to the Premises. Landlord may make a reasonable charge for any additional
keys. Tenant shall not make or have made additional keys, and Tenant shall not
alter any lock or install any new additional lock or bolt on any door of the
Premises. Tenant, upon the termination of its tenancy, will deliver to Landlord
the keys to all doors which have been furnished to Tenant.  8.             If
Tenant requires telegraphic, telephonic, burglar alarm, satellite dishes,
antennae or similar services, it will first obtain Landlords approval, and
comply with, Landlords reasonable rules and requirements applicable to
such services, which may include separate licensing by, and fees paid to,
Landlord, as well as all federal, state, and local regulations. Tenant will not
transmit or receive any electromagnetic, microwave or other radiation which may
be harmful or hazardous to any person or property in or about the Premises or
elsewhere within the Project.  9.             No
deliveries will be made which impede or interfere with other tenants or the
operation of the Building.  10.           Tenant
will not use or keep in the Premises any kerosene, gasoline or inflammable or
combustible fluid or material other than those limited quantities necessary for
the operation or maintenance of office equipment. Tenant will not sleep, cook
or wash clothes in the Premises or use or permit to be used in the Premises any
foul or noxious gas or substance, or permit or allow the Premises to be
occupied or used in a manner offensive or objectionable to Landlord or other
occupants of the Building by reason of noise, odors or vibrations, intense
glare, light or heat, nor will Tenant bring into or keep in or about the
Premises any birds or animals.  11.           Landlord
reserves the right, exercisable without notice and without liability to Tenant,
to change the name and street address of the Building. Without the written
consent of Landlord, Tenant will not use the name of the Building or the
Project in connection with or in promoting or advertising the business of
Tenant except as Tenants address.  12.           The
toilet rooms, toilets, urinals, wash bowls and other apparatus will not be used
for any purpose other than that for which they were constructed and no foreign
substance of any kind whatsoever shall be thrown therein. The expense of any
breakage, stoppage or damage resulting from any violation of this rule will
be borne by the tenant who, or whose employees or invitees, break this rule.  13.           Tenant
will not sell, or permit the sale at retail of newspapers, magazines, periodicals,
theater tickets or any other goods or merchandise to the general public in or
on the Premises. Tenant will not make any building-to-building solicitation of
business from other tenants in the Project. Tenant will not use the Premises
for any business or activity other than that specifically provided for in this
Lease. Tenant will not conduct, nor permit to be conducted, either voluntarily
or involuntarily, any auction upon the Premises without first having obtained
Landlords prior written consent, which consent Landlord may withhold in its
sole and absolute discretion.  EXHIBIT D-1


14.           Except for the ordinary hanging of
pictures and wall decorations, Tenant will not mark, drive nails, screw or
drill into the partitions, woodwork or plaster or in any way deface the
Premises or any part thereof, except in accordance with the provisions of the
Lease pertaining to alterations. Landlord reserves the right to direct
electricians as to where and how telephone and telegraph wires are to be
introduced to the Premises. Tenant will not cut or bore holes for wires. Tenant
will not affix any floor covering to the floor of the Premises in any manner
except as approved by Landlord. Tenant shall repair any damage resulting from
noncompliance with this rule.  15.           Landlord reserves the right to
exclude or expel from the Project any person who, in Landlords judgment, is
intoxicated or under the influence of liquor or drugs or who is in violation of
any of the Rules and Regulations of the Building.  16.           Tenant will store all its trash and
garbage within its Premises or in other facilities provided by Landlord. Tenant
will not place in any trash box or receptacle any material which cannot be
disposed of in the ordinary and customary manner of trash and garbage disposal.
All garbage and refuse disposal is to be made in accordance with directions
issued from time to time by Landlord.  17.           The Premises will not be used for
lodging nor shall the Premises be used for any improper, immoral or
objectionable purpose.  18.           Tenant agrees to comply with all
safety, fire protection and evacuation procedures and regulations established
by Landlord or any governmental agency.  19.           Tenant assumes any and all
responsibility for protecting its Premises from theft, robbery and pilferage,
which includes keeping doors locked and other means of entry to the Premises
closed. Tenant will not leave or store any equipment, materials or items of any
kind outside the walls of the Premises.  20.           Tenant shall use at Tenants cost
such pest extermination and control contractor(s) as Landlord may direct
and at such intervals as Landlord may reasonably require.  21.           To the extent Landlord reasonably
deems it necessary to exercise exclusive control over any portions of the
Common Areas for the mutual benefit of the tenants in the Project, Landlord may
do so subject to reasonable, non-discriminatory additional rules and
regulations.  22.           Tenants requirements will be
attended to only upon appropriate application to Landlords management office
for the Project by an authorized individual of Tenant. Employees of Landlord
will not perform any work or do anything outside of their regular duties unless
under special instructions from Landlord, and no employee of Landlord will
admit any person (Tenant or otherwise) to any office without specific
instructions from Landlord.  23.           These Rules and Regulations are
in addition to, and will not be construed to in any way modify or amend, in
whole or in part, the terms, covenants, agreements and conditions of the Lease.
Landlord may waive any one or more of these Rules and Regulations for the
benefit of Tenant or any other tenant, but no such waiver by Landlord will be
construed as a waiver of such Rules and Regulations in favor of Tenant or
any other tenant, nor prevent Landlord from thereafter enforcing any such Rules and
Regulations against any or all of the tenants of the Project.  24.           Landlord reserves the right to make
such other and reasonable and non-discriminatory Rules and Regulations as,
in its judgment, may from time to time be needed for safety and security, for
care and cleanliness of the Project and for the preservation of good order
therein. Tenant agrees to abide by all such Rules and Regulations herein
above stated and any additional reasonable and non-discriminatory rules and
regulations which are adopted. Tenant is responsible for the observance of all
of the foregoing rules by Tenants employees, agents, clients, customers,
invitees and guests.  25.           Tenant is specifically prohibited
from smoking (cigarettes, cigars, pipes or other types of smoking) within the
Premises.  B.            Parking Rules and
Regulations. The following rules and regulations govern the use
of the parking facilities which serve the Building. Tenant will be bound by
such rules and regulations and agrees to cause its employees, subtenants,
assignees, contractors, suppliers, customers and invitees to observe the same:  1.             Tenant will not permit or allow any vehicles that belong
to or are controlled by Tenant or Tenants employees, subtenants, customers or
invitees to be loaded, unloaded or parked in areas other than those designated
by Landlord for such activities. No vehicles are to be left in the parking
areas overnight and no vehicles are to be parked in the parking areas other
than normally sized passenger automobiles, motorcycles and pick-up trucks. No
extended term storage of vehicles is permitted.  2.             Vehicles must be parked entirely within painted stall
lines of a single parking stall.  3.             All directional signs and arrows must be observed.  4.             The speed limit within all parking areas shall be five (5) miles
per hour.  5.             Parking is prohibited: (a) in areas not striped for
parking; (b) in aisles or on ramps; (c) where no parking signs are
posted; (d) in cross-hatched areas; and (e) in such other areas as
may be designated from time to time by Landlord or Landlords parking operator.  6.             Landlord reserves the right, without cost or liability
to Landlord, to tow any vehicle if such vehicles audio theft alarm system
remains engaged for an unreasonable period of time.  7.             Washing, waxing, cleaning or servicing of any vehicle in
any area not specifically reserved for such purpose is prohibited.  EXHIBIT D-2


8.             Landlord may refuse to permit any person to park in the
parking facilities who violates these rules with unreasonable frequency,
and any violation of these rules shall subject the violators car to
removal, at such car owners expense. Tenant agrees to use its best efforts to
acquaint its employees, subtenants, assignees, contractors, suppliers,
customers and invitees with these parking provisions, rules and
regulations.  9.             Landlord reserves the right, without cost or liability
to Landlord, to tow any vehicles which are used or parked in violation of these
rules and regulations.  10.           Landlord reserves the right from time
to time to modify and/or adopt such other reasonable and non-discriminatory rules and
regulations for the parking facilities as it deems reasonably necessary for the
operation of the parking facilities.  EXHIBIT D-3


EXHIBIT
E  TENANTS
INSURANCE REQUIREMENTS  This outlines the insurance
requirements of your Lease. To assure compliance with these terms, we suggest
you send a copy of this Exhibit E to your insurer or agent. Initial
Certificates must be provided to Landlord prior to occupancy of the Premises,
renewals ten (10) days before expiration.  1.Commercial General Liability Insurance:  $1,000,000 Combined Single
Limit, each occurrence  Bodily Injury, Property
Damage, Personal Injury and Advertising Injury; Blanket Contractual Liability -
Covering Indemnity Paragraph 18(b); Products and Completed Operations
Liability; Landlord as an Additional Insured; Severability of Interest,
permitting Cross liability among insureds; provision stating that tenants
insurance is primary and non-contributing with any insurance carried by
Landlord.  $1,000,000 Aggregate
(minimum) this location  $1,000,000 Products/Completed
Operations Aggregate  $ 50,000 Fire Legal Liability
Limit, per fire  2.Tenants Property Insurance:  All Risks coverage of
Property owned by Tenant or for which the Tenant is legally liable; replacement
cost basis, covering no less than ninety percent (90%) of all values.*  3.Tenants Business Interruption Insurance:  All Risks coverage of
operations at leased premises; covering one-years business interruption due to
insured peril.*  4.Tenants Workers Compensation and
Employers Liability Insurance (if requested):  Statutory Limits and terms
required by state of leased premises; $1,000,000 Employers Liability Limit.  5.Tenants Automobile Insurance (if
requested):  $1,000,000 Combined Limit per
accident; covering all owned, non-owned, hired autos (Symbol 1 - any auto).  All insurance is to be with
licensed insurers having a Bests rating of A 10 or better, and must include
the following:  *Waiver of Subrogation in
favor of Landlord (property and business interruption)
Thirty (30) day pre-notice of cancellation/non renewal to Landlord  PLEASE INCLUDE THE PREMISE
ADDRESS AS THE INSURED LOCATION.  SEND CERTIFICATE TO AND NAME
THE FOLLOWING AS ADDITIONAL INSUREDS:  AIRPORT
INDUSTRIAL COMPLEX KOLL
INDUSTRIAL PROPERTIES, LLC 17755
Sky Park East, Suite 100 Irvine,
CA 92614 (949)
261-2499  EXHIBIT E


EXHIBIT
F  FORM OF
ENVIRONMENTAL QUESTIONNAIRE  The purpose of this form is to obtain information regarding the use or
proposed use of hazardous materials at the premises. Prospective tenants should
answer the questions in light of their proposed operations at the premises. Existing
tenants should answer the questions as they relate to ongoing operations at the
premises and should update any information previously submitted. If additional
space is needed to answer the questions, you may attach separate sheets of
paper to this form.  1.             GENERAL INFORMATION  Name of Responding Company:Check the Applicable Status:
  
  Prospective Tenant
  
  Existing TenantMailing Address:Contact Person and Title:Telephone Number:(
  
  )Address of Leased Premises:Length of Lease Term:Describe the proposed operations to take place on
  the premises, including principal products manufactured or services to be
  conducted. Existing tenants should describe any proposed changes to ongoing
  operations.
  2.             STORAGE OF HAZARDOUS
MATERIALS  2.1           Will any hazardous materials be used
or stored on-site?  Wastes
  Yes
  
  NoChemical Products
  Yes
  
  No
  2.2Attach a list of
any hazardous materials to be used or stored, the quantities that will be
on-site at any given time, and the location and method of storage (e.g.,
55-gallon drums on concrete pad).  3.STORAGE TANKS AND SUMPS  3.1Is any above or
below ground storage of gasoline, diesel or other hazardous substances in tanks
or sumps proposed or currently conducted at the premises?  Yes
  
  No
  If yes, describe the materials to be stored,
and the type, size and construction of the sump or tank. Attach copies of any
permits obtained for the storage of such substances.  3.2Have any of the
tanks or sumps been inspected or tested for leakage?  Yes
  
  No
 If so, attach the results.  EXHIBIT F


3.3Have any spills
or leaks occurred from such tanks or sumps?  Yes
  
  No
  If so, describe.
  3.4Were any
regulatory agencies notified of the spill or leak?  Yes
  
  No
  If so, attach copies of any spill reports
filed, any clearance letters or other correspondence from regulatory agencies
relating to the spill or leak.  3.5Have any
underground storage tanks or sumps been taken out of service or removed?  Yes
  
  No
  If yes, attach copies of any closure permits
and clearance obtained from regulatory agencies relating to closure and removal
of such tanks.  4.             SPILLS  4.1           During
the past year, have any spills occurred at the premises?  Yes
  
  No
  If yes, please describe the location of the spill.
  4.2           Were
any agencies notified in connection with such spills?  Yes
  
  No
  If yes, attach copies of any
spill reports or other correspondence with regulatory agencies.  4.3Were any
clean-up actions undertaken in connection with the spills?  Yes
  
  No
  Attach copies of any
clearance letters obtained from any regulatory agencies involved and the
results of any final soil or groundwater sampling done upon completion of the
clean-up work.  5.             WASTE MANAGEMENT  5.1           Has
your company been issued an EPA Hazardous Waste Generator I.D. Number?  Yes
  
  No
  5.2           Has
your company filed a biennial report as a hazardous waste generator?  Yes
  
  No
  If so, attach a copy of the most recent report
filed.  5.3Attach a list of
the hazardous wastes, if any, generated or to be generated at the premises, its
hazard class and the quantity generated on a monthly basis.  5.4           Describe
the method(s) of disposal for each waste. Indicate where and how often
disposal will take place.  On-site treatment or recovery
  EXHIBIT F


Discharged to sewer
  Transported and disposed of off-site
  Incinerator
  5.5Indicate the
name of the person(s) responsible for maintaining copies of hazardous
waste manifests completed for off-site shipments of hazardous waste.  
  5.6Is any treatment
of processing of hazardous wastes currently conducted or proposed to be
conducted at the premises:  Yes
  
  No
  If yes, please describe any existing or proposed treatment methods.
  5.7Attach copies of
any hazardous waste permits or licenses issued to your company with respect to
its operations at the premises.  6.WASTEWATER
TREATMENT/DISCHARGE  6.1Do you discharge
wastewater to:  storm drain?
  
  sewer?surface water?
  
  no industrial discharge
  6.2Is your
wastewater treated before discharge?  Yes
  
  No
  If yes, describe the type of treatment conducted.
  6.3Attach copies of
any wastewater discharge permits issued to your company with respect to its
operations at the premises.  7.AIR DISCHARGES  7.1Do you have any
filtration systems or stacks that discharge into the air?  Yes
  
  No
  7.2Do you operate
any of the following types of equipment or any other equipment requiring an air
emissions permit?  Spray boothDip tankDrying ovenIncineratorOther (please describe)No equipment requiring air permits
  7.3Are air
emissions from your operations monitored?   EXHIBIT F


Yes
  
  No
  If so, indicate the frequency
of monitoring and a description of the monitoring results.  
  7.4Attach copies of
any air emissions permits pertaining to your operations at the premises.  8.HAZARDOUS
MATERIALS DISCLOSURES  8.1Does your
company handle hazardous materials in a quantity equal to or exceeding an
aggregate of 500 pounds, 55 gallons, or 200 cubic feet per month?  Yes
  
  No
  8.2Has your company
prepared a hazardous materials management plan pursuant to any applicable
requirements of a local fire department or governmental agency  Yes
  
  No
  If so, attach a copy of the
business plan.  8.3Has your company
adopted any voluntary environmental, health or safety program?  Yes
  
  No
  If so, attach a copy of the
program.  9.ENFORCEMENT ACTIONS,
COMPLAINTS  9.1Has your company
ever been subject to any agency enforcement actions, administrative orders, or
consent decrees?  Yes
  
  No
  If so, describe the actions and any continuing
compliance obligations imposed as a result of these actions.  
  9.2Has your company
ever received requests for information, notice or demand letters, or any other
inquiries regarding its operations?  Yes
  
  No
  9.3Have there ever
been, or are there now pending, any lawsuits against the company regarding any
environmental or health and safety concerns?  Yes
  
  No
  9.4Has an
environmental audit ever been conducted at your companys current facility?  Yes
  
  No
  If so, identify who conducted
the audit and when it was conducted.  
   COMPANY:aBy:Name/Title:Date:
  EXHIBIT F


EXHIBIT
G  TENANT
COMMENCEMENT CERTIFICATE  To:
  
  
  (Landlord)From:
  
  
  (Tenant)Date:
  
  
  , 200RE:
  
  Property Address:
  The undersigned, as an
authorized representative of the Tenant under that certain Lease (the Lease)
dated                               ,
200  , as modified (if applicable) by amendment(s) dated                               ,
200  , hereby certifies that:  1.Tenant has accepted possession and
entered into occupancy of the Premises described in the Lease as of                               ,
200  .  2.The Commencement Date of the Lease [or
the commencement of the term for the expansion of the Premises] was/is:                               ,
200  .  3.The Expiration Date of the Lease is:                               ,
200  .  4.The Lease is in full force and effect.  Very truly yours,TENANTa[NOT FOR EXECUTION  SAMPLE ONLY]By:Name:Title:  EXHIBIT
G