EXHIBIT 10.13
         Lease Agreement between the Registrant and Aetna Life Insurance
                          Company, dated July 24, 1996

                                 LEASE AGREEMENT
                                      (Net)
                             Basic Lease Information

Lease Date:                     July 24, 1996

Lessor:                         Aetna Life Insurance Company,
                                a Connecticut Corporation

Lessor's Address:               P.O. Box 19693, 30 Executive Park, Suite 100
                                Irvine, California  92713-9693

Lessee:                         Wonderware Corporation,
                                a Delaware Corporation

Lessee's Address:               100 Technology Drive
                                Irvine, CA  92618

Premises:                       Approximately 18,800 square feet as shown on 
                                Exhibit A                             

Premises Address:               15285 Alton Parkway, Suites 100, 200 and 300
                                Irvine, CA  92618

Park:                           213,585 square feet

Term:                           October 1, 1996 ("Commencement Date"), through
                                February 28, 2002 ("Expiration Date")

Base Rent (P. 3)                Fifteen Thousand Forty Dollars and No Cents 
                                ($15,040.00) per month.

Adjustments to Base Rent:       October 1, 1997           $15,642.00 per month
                                October 1, 1998           $16,268.00 per month
                                October 1, 1999           $16,919.00 per month
                                October 1, 2000           $17,596.00 per month
                                October 1, 2001           $18,300.00 per month

Letter of Credit                Eighteen Thousand Three Hundred Dollars and No 
                                Cents ($18,300.00)

Cleaning Deposit (P. 4.B):      N/A

*Lessee's Share of Operating Expenses (P. 6.A):                 8.8% of the Park
*Lessee's Share of Tax Expenses (P. 6.B):                       8.8% of the Park
*Lessee's Share of Common Area Utility Costs (P. 7):            8.8% of the Park
*The amount of Lessee's  Share of the expenses as  referenced  above shall be
subject to modification as set forth in this Lease.

Permitted Uses:                 Office, Production, Light Manufacturing, Storage
                                and Distribution, Subject to Lessor's 
                                Reasonable Approval for Any Change in Use.

General Liability Insurance     Bodily injury limit of not less than 
                                $1,000,000.00 per occurrence;

Amount (P. 12):                 Property damage limit of not less than
                                $1,000,000.00 per occurrence;

                                Combined  single limit of not less than
                                $2,000,000.00.

Unreserved Parking Spaces:      Sixty Four (64) nonexclusive and undesignated 
                                spaces

Broker (P. 38):                 Kim Josephson; CB Commercial, 24422 Avenida de 
                                la Carlota, Suite 120, Laguna Hills, CA 92653

Exhibits:                       Exhibit A - Premises, Building, Lot and/or Park
                                Exhibit B - Tenant Improvements
                                Exhibit C - Rules and Regulations
                                Exhibit D - Intentionally Omitted
                                Exhibit E - Sign Criteria
                                Exhibit F - Hazardous Materials Disclosure 
                                  Certificate
                                Exhibit G - Change of Commencement Date

Addenda:                        Addendum I
Tenant Improvement Allowance:   $75,200.00.  See Exhibit "B"

NNNLSE:  11/10/94

                                      

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                               LEASE AGREEMENT


DATE:  This Lease is made and entered  into as of the Lease Date defined on
     Page 1. The Basic Lease  information set forth on Page 1 and this Lease are
     and shall be construed as a single instrument.


1.  Premises:  Lessor  hereby  leases the  Premises to Lessee upon the terms and
conditions contained herein.  Lessor hereby grants to Lessee a revocable license
for the right to use, on a  non-exclusive  basis,  parking  areas and  ancillary
facilities  located within the Common Area of the Park,  subject to the terms of
this Lease.


2. Adjustment of Commencement Date; Condition of the Premises:  If Lessor cannot
deliver possession of the Premises on the Commencement Date, Lessor shall not be
subject  to any  liability  nor shall  the  validity  of the Lease be  affected;
provided  the Lease term and the  obligation  to pay Rent shall  commence on the
date  possession  is tendered  and the  termination  date shall be extended by a
period of time equal to the period  computed from the  Commencement  Date to the
date possession is tendered by Lessor to Lessee.  In the event the  commencement
date of this  Lease is other  than the  Commencement  Date  provided  on Page 1,
Lessor and Lessee shall execute a written amendment to this Lease, substantially
in the form of Exhibit G hereto,  wherein the parties  shall  specify the actual
commencement date,  termination date and the date on which Lessee is to commence
paying  Rent.  In the event that Lessor  permits  Lessee to occupy the  Premises
prior to the  Commencement  Date,  such occupancy shall be at Lessee's sole risk
and subject to all the provisions of this Lease, including,  but not limited to,
the  requirement  to pay  Rent  and the  Security  Deposit,  and to  obtain  the
insurance required pursuant to this Lease and to deliver insurance  certificates
as required herein. In addition to the foregoing, Lessor shall have the right to
impose such  additional  conditions on Lessee's early entry as Lessor shall deem
appropriate.  By taking  possession of the  Premises,  Lessee shall be deemed to
have accepted the Premises in a good, clean and completed condition and state of
repair,   in  compliance   with  all  applicable   laws,   codes,   regulations,
administrative  orders and  ordinances,  and  subject to all  matters of record.
Lessee hereby acknowledges and agrees that neither Lessor nor Lessor's agents or
representatives   has  made  any   representations   or  warranties  as  to  the
suitability,  safety or  fitness of the  Premises  for the  conduct of  Lessee's
business,  Lessee's  intended use of the Premises or for any other purpose,  and
that  neither  Lessor  nor  Lessor's  agents or  representatives  has  agreed to
undertake any  alterations or construct any Tenant  Improvements to the Premises
except as expressly provided in this Lease.


3. Rent: On the date that Lessee  executes  this Lease,  Lessee shall deliver to
Lessor  the  original  executed  Lease,  the Base Rent  (which  shall be applied
against  the Rent  payable  for the first  month  Lessee is required to pay Base
Rent),  the  Security  Deposit,   the  Cleaning   Deposit,   and  all  insurance
certificates  evidencing  the insurance  required to be obtained by Lessee under
Paragraph 12 of this Lease. Lessee agrees to pay Lessor, without prior notice or
demand,  or abatement,  offset,  deduction or claim,  the Base Rent described on
Page 1, payable in advance at Lessor's  address shown on Page 1 on the first day
of each month throughout the term of the Lease. In addition to the Base Rent set
forth on Page 1,  Lessee  shall pay Lessor in advance and on the first (1st) day
of each month  throughout  the term of this Lease  (including  any extensions of
such  term),  as  additional  rent  Lessee's  share,  as set forth on Page 1, of
Operating  Expenses,  Tax Expenses,  Common Area Utility  Costs,  administrative
expenses and Utility Expenses, as specified in Paragraphs 6.A., 6.B., 6.C. and 7
of this  Lease,  respectively.  Additionally,  Lessee  shall  pay to  Lessor  as
additional rent hereunder,  immediately on Lessor's demand therefor, any and all
costs and expenses  incurred by Lessor to enforce the  provisions of this Lease,
including,  but not limited to, costs associated with any proposed assignment or
subletting  of all or any portion of the  Premises by Lessee,  costs  associated
with the delivery of notices,  delivery and recordation of notice(s) of default,
attorneys'  fees,  expert fees, court costs and filing fees  (collectively,  the
"Enforcement  Expenses").  The term "Rent"  whenever  used herein  refers to the
aggregate of all these amounts.  If Lessor permits Lessee to occupy the Premises
without requiring Lessee to pay rental payments for a period of time, the waiver
of the requirement to pay rental payments shall only apply to waiver of the Base
Rent and  Lessee  shall  otherwise  perform  all  other  obligations  of  Lessee
hereunder,  including,  but not  limited to paying to Lessor any and all amounts
considered  additional rent, such as Lessee's share of Operating  Expenses,  Tax
Expenses,  Common Area  Utility  Costs,  Utility  Expenses,  and  administrative
expenses.  If, at any time,  Lessee is in default of or  otherwise  breaches any
term,  condition  or  provision  of this  Lease,  any such  waiver  by Lessor of
Lessee's  requirement  to pay rental  payments shall be null and void and Lessee
shall  immediately pay to Lessor all rental payments waived by Lessor.  The Rent
for any fractional  part of a calendar month at the  commencement or termination
of the Lease  term shall be a  prorated  amount of the Rent for a full  calendar
month based upon a thirty (30) day month. The prorated Rent shall be paid on the
Commencement  Date and the first day of the calendar  month in which the date of
termination occurs, as the case may be.

<PAGE>

4.      Letter of Credit and Cleaning Deposit:

        A. Letter of Credit: Upon Lessee's execution of this Lease, Lessee shall
deliver to Lessor, an irrevocable Letter of Credit for the performance by Lessee
of its obligations  under this Lease,  the amount described on Page 1. If Lessee
is in default,  Lessor may, but without  obligation  to do so, use the Letter of
Credit, or any portion thereof,  to cure the default or to compensate Lessor for
all damages sustained by Lessor resulting from Lessee's default,  including, but
not limited to the Enforcement  Expenses.  Lessee shall,  immediately on demand,
pay to Lessor a sum equal to the  portion  of the Letter of Credit so applied or
used so as to replenish the amount of the Letter of Credit held up to the amount
initially  deposited  with  Lessor.  Concurrently  with any increase in the Base
Rent,  Lessee shall  deliver to Lessor an amount equal to such  increase,  which
amount shall be added to the Letter of Credit being held by Lessor and be deemed
a part of such  Letter  of  Credit  thereafter.  At  anytime  after  Lessee  has
defaulted hereunder,  Lessor may require an increase in the amount of the Letter
of Credit  required  hereunder for the then balance of the Lease term and Lessee
shall,  immediately on demand,  pay to Lessor  additional  sums in the amount of
such  increase.  As soon as  practicable  after the  termination  of this Lease,
Lessor  shall  return the Letter of Credit to Lessee,  less such  amounts as are
reasonably  necessary,  as  determined  solely by  Lessor,  to  remedy  Lessee's
default(s)  hereunder or to  otherwise  restore the Premises to a clean and safe
condition,  reasonable  wear  and tear  excepted.  If the  cost to  restore  the
Premises  exceeds  the  amount of the Letter of Credit,  Lessee  shall  promptly
deliver  to  Lessor  any and all of such  excess  sums as  determined  solely by
Lessor.

        B.        Cleaning Deposit:  Intentionally Omitted.

5. Condition of Premises:  Lessee hereby accepts the Premises in its current "as
is"  condition  unless  otherwise  specified in Exhibit B,  attached  hereto and
incorporated  herein by this  reference.  If so  specified  in Exhibit B hereto,
Lessor or Lessee,  as the case may be, shall install the  improvements  ("Tenant
Improvements")  on the Premises as described and in  accordance  with the terms,
conditions,  criteria  and  provisions  set forth in  Exhibit  B,  attached  and
incorporated  herein by this reference.  Lessee acknowledges that neither Lessor
nor  any  of  Lessor's  agents,   representatives  or  employees  has  made  any
representations as to the suitability or fitness of the Premises for the conduct
of Lessee's  business or for any other purpose,  and that neither Lessor nor any
of Lessor's  agents,  representatives  or employees  has agreed to undertake any
alterations  or construct  any Tenant  Improvements  to the  Premises  except as
expressly provided in Exhibit B to this Lease.

6.      Expenses:

        A.  Operating  Expenses:  In  addition  to the Base  Rent  set  forth in
Paragraph  3,  Lessee  shall pay its  share,  which is defined on Page 1, of all
Operating  Expenses as additional  rent. The term  "Operating  Expenses" as used
herein shall mean the total amounts paid or payable by Lessor in connection with
the ownership,  maintenance,  repair and operation of the Premises, the Building
and the Lot, and where applicable, of the Park referred to on Page 1. The amount
of Lessee's  share of Operating  Expenses shall be reviewed from time to time by
Lessor and shall be subject to modification  by Lessor as reasonably  determined
by Lessor. These Operating Expenses may include, but are not limited to:

                  (i)      Lessor's cost of non-structural repairs to and 
        maintenance of the roof and exterior walls of the Building;

                  (ii)  Lessor's  cost of  maintaining  the outside  paved area,
        landscaping  and other common areas for the Park. The term "Common Area"
        shall mean all areas and  facilities  within the Park  exclusive  of the
        Premises and the other portions of the Park leased  exclusively to other
        tenants.  The Common Area  includes,  but is not  limited  to,  interior
        lobbies,   mezzanines,   parking  areas,  access  and  perimeter  roads,
        sidewalks, landscaped areas and similar areas and facilities;

                  (iii) Lessor's annual cost of insurance  insuring against fire
        and extended coverage (including, if Lessor elects, "all risk" coverage)
        and all other  insurance,  including,  but not limited  to,  earthquake,
        flood and/or surface water  endorsements  for the Building,  the Lot and
        the Park (including the Common Area), and rental value insurance against
        loss of Rent in an amount equal to the amount of Rent for a period of at
        least six (6) months commencing on the date of loss;

                  (iv)  Lessor's  cost of  modifications  to the  Building,  the
        Common Area and/or the Park occasioned by any rules, laws or regulations
        effective subsequent to the commencement of the Lease;

                  (v) Lessor's cost of modifications to the Building, the Common
        Area  and/or  the Park  occasioned  by any  rules,  laws or  regulations
        arising from Lessee's use of the Premises regardless of when such rules,
        laws or regulations became effective;


<PAGE>
                 (vi)  If  Lessor  elects  to  so  procure,  Lessor's  cost  of
        preventative  maintenance,  repair and replacement  contracts including,
        but  not  limited  to,  contracts  for  elevator  systems  and  heating,
        ventilation  and  air   conditioning   systems,   and  trash  or  refuse
        collection;

                  (vii) Lessor's cost of security and fire  protection  services
        for the Park, if in Lessor's sole discretion such services are provided;

                  (viii)   Lessor's establishment of reasonable reserves for 
        replacements and/or repairs of Common Area improvements, equipment and
        supplies;

                  (ix)     Lessor's cost for the creation and negotiation of, 
        and pursuant to, any rail spur or track agreements, licenses, easements
        or other similar undertakings; and

                  (x) Lessor's cost of supplies, equipment, rental equipment and
        other  similar  items used in the operation  and/or  maintenance  of the
        Park.

Operating expenses shall specifically exclude the following:

     (i) Brokerage commissions,  attorneys' fees, costs, disbursements and other
expenses  incurred by Lessor or its agents in connection with  negotiations  for
leases with tenants,  other occupants or prospective  tenants or other occupants
of the Park, and similar costs incurred in connection  with disputes with and/or
enforcement of any lease with tenants,  other occupants,  or prospective tenants
or other occupants of the Park.

     (ii) "Tenant  allowances",  "tenant  concessions",  workletters,  and other
costs or expenses  (including  permit,  license and inspection fees) incurred in
completing, fixturing, furnishing, renovating or otherwise improving, decorating
or  redecorating  space for tenants or other  occupants of the Park,  or vacant,
leasable space in the Park,  including space  planning/interior  design fees for
same.
     (iii)  Depreciation  and other  "non-cash"  expense  items or  amortization
except as provided in Paragraph 43 of Addendum 1.

     (iv)  Services,  items and benefits for which Lessee or any other tenant or
occupant of the Park  specifically  reimburse  Lessor or for which Lessee or any
other tenant or occupant of the Building pays third persons.

        (v) Costs or  expenses  (including  fines,  penalties  and  legal  fees)
incurred  due  to  the  violation  by  Lessor,  its  employees,   agents  and/or
contractors, any tenant (other than Lessee) or other occupant of the Park of any
items and  conditions  (other  than by Lessee) of this Lease or of the leases of
other  tenants  in the  Park  and  /or of any  valid,  applicable  laws,  rules,
regulations  and  codes  of any  federal,  state,  county,  municipal  or  other
governmental authority having jurisdiction over the Building that would not have
incurred  but  for  such  violation  by  Lessor,  its  employees  agents  and/or
contractors,  it being  intended  that each party shall be  responsible  for the
costs  resulting  from  its  own  violation  of such  leases  and  laws,  rules,
regulations and codes as same shall pertain to the Building.

        (vi)  Penalties for late payment,  including  without  limitation,  with
respect to taxes, equipment leases, etc.

        (vii)  Payment  of  principal,  finance  charge or  interest  on debt or
amortization  on any mortgage,  deed of trust or other debt, and rental payments
(or increases in same) under any ground of underlying lease or leases (except to
the extent the same may be made to pay or reimburse, or may be measured by, real
estate taxes).

        (viii) Real estate taxes  allocable  to the  leasehold  improvements  of
other tenants in the Park.

        (ix)      Advertising and promotional expenses

        (x) Costs of  restoration  or repair of the Park as a result of total or
partial destruction or condemnation  thereof,  such costs to be handled pursuant
to Article 15 the Lease.

        (xi)      Contributions to charitable organizations.

        (xii)     Costs incurred in removing the property of former tenants 
and/or other occupants of the Park.
<PAGE>
        (xiii)  Costs or fees  relating to the  defense of Lessor's  title to or
interest in the Park and/or the land, or any part thereof.

        (xiv)  Compensation  in the  form of  wages,  salaries  and  such  other
compensation and benefits, as well as any adjustments thereto, for all employees
and personnel of Lessor above the level of Property Manager.

        (xv)      Gross receipt taxes.

        B. Tax Expenses:  In addition to the Base Rent set forth in Paragraph 3,
Lessee  shall pay its share,  which is  defined on Page 1, of all real  property
taxes applicable to the land and  improvements  included within the Lot on which
the  Premises  are  situated  and one  hundred  percent  (100%) of all  personal
property  taxes now or  hereafter  assessed or levied  against  the  Premises or
Lessee's personal  property.  The amount of Lessee's share of Tax Expenses shall
be reviewed from time to time by Lessor and shall be subject to  modification by
Lessor as solely  determined  by Lessor.  Lessee  shall also pay any increase in
real property taxes  attributable,  in Lessor's sole discretion,  to any and all
alterations,  Tenant  Improvements or other  improvements of any kind whatsoever
placed in, on or about the Premises for the benefit of, at the request of, or by
Lessee. The term "Tax Expenses" includes, but is not limited to, any form of tax
and assessment (general, special, ordinary or extraordinary),  commercial rental
tax,  payments  under  any  improvement  bond or  bonds,  license,  rental  tax,
transaction  tax,  levy,  or penalty  imposed by authority  having the direct or
indirect power of tax (including any city, county,  state or federal government,
or any school,  agricultural,  lighting,  drainage or other improvement district
thereof) as against any legal or equitable  interest of Lessor in the  Premises,
Lot or Park, as against Lessor's right to rent or other income therefrom,  or as
against Lessor's  business of leasing the Premises or the occupancy of Lessee or
any other tax,  fee, or excise,  however  described  (excluding  inheritance  or
estate   taxes),   including  any  value  added  tax,  or  any  tax  imposed  in
substitution,  partially or totally,  of any tax previously  included within the
definition of real property taxes, or any additional tax the nature of which was
previously included within the definition of real property tax.

        C.  Payment  of  Expenses  and  Administrative  Expenses:  Lessor  shall
estimate  Lessee's  share of the  Operating  Expenses  and Tax  Expenses for the
calendar year in which the Lease commences. Commencing on the Commencement Date,
one-twelfth (1/12th) of this estimated amount shall be paid by Lessee to Lessor,
as  additional  rent,  on the first (1st) day of each month and  throughout  the
remaining  months of such calendar  year.  Thereafter,  Lessor may estimate such
expenses  as of the  beginning  of each  calendar  year  and  Lessee  shall  pay
one-twelfth  (1/12th) of such estimated  amount as additional  rent hereunder on
the first day of each  month  during  such  calendar  year and for each  ensuing
calendar year throughout the term of this Lease (including any extensions of the
term).  Not later than March 31 of each of the following  calendar  years, or as
soon  thereafter as reasonably  possible,  including the calendar year after the
calendar year in which this Lease  terminates or the term expires,  Lessor shall
endeavor  to  furnish  Lessee  with a true  and  correct  accounting  of  actual
Operating  Expenses  and Tax  Expenses.  Within  thirty  (30)  days of  Lessor's
delivery  of such  accounting,  Lessee  shall  pay to Lessor  the  amount of any
underpayment.  Notwithstanding  the  foregoing,  failure  by Lessor to give such
accounting by such date shall not  constitute a waiver by Lessor of its right to
collect any of Lessee's underpayment at anytime.  Lessor shall credit the amount
of any  overpayment by Lessee toward the next estimated  monthly  installment(s)
falling  due, or where the term of the Lease has  expired,  refund the amount of
overpayment  to  Lessee.  Lessee,  at its sole  cost  and  expense  through  any
qualified  representative  designated  by it,  shall  have the right to  examine
and/or  audit the books and records  evidencing  such costs and expenses for the
previous one (1) calendar year,  during Lessor's  reasonable  business hours and
not more frequently than once during any calendar year. Lessee's  obligations to
pay  its  share  of  Operating  Expenses  and Tax  Expenses  shall  survive  the
expiration or earlier termination of this Lease.

        If the term of the Lease expires prior to the annual  reconciliation  of
expenses,  if any, Lessor shall have the right to reasonably  estimate  Lessee's
share of such expenses,  and if Lessor  determines  that an underpayment is due,
Lessee hereby  agrees that Lessor shall be entitled to deduct such  underpayment
from  Lessee's  Security  Deposit.  If  Lessor  reasonably  determines  that  an
overpayment  has been made by  Lessee,  Lessor  shall  refund  said  overpayment
together  with the return of  Lessee's  Security  Deposit.  Notwithstanding  the
foregoing,  failure  of Lessor to  accurately  estimate  Lessee's  share of such
expenses  shall not  constitute  a waiver of  Lessor's  right to collect  any of
Lessee's underpayment at anytime.


        In  addition to the Base Rent set forth in  Paragraph  3 hereof,  Lessee
shall pay Lessor, without prior notice or demand, on the first (1st) day of each
month throughout the term of this Lease (including any extensions of such term),
as  compensation  to Lessor for accounting and management  services  rendered on
behalf of the Park,  an amount  equal to ten percent  (10%) of the  aggregate of
Lessee's share of (i) the total Operating Expenses and Tax Expenses as described
in  Paragraphs  6.A.  and 6.B.  above,  respectively,  and (ii) all Common  Area
Utility
<PAGE>
Costs for the Park as described in Paragraph 7. Lessee's  obligations to pay its
share of such  administrative  expenses  shall survive the expiration or earlier
termination of this Lease.

7. Utilities:  Lessee shall pay the cost of all water,  sewer use and connection
fees, gas, heat, electricity,  refuse pickup, janitorial service,  telephone and
other  utilities  billed or metered  separately to the Premises  and/or  Lessee.
Lessee  shall also pay its share of any  assessments  or charges  for utility or
similar purposes  included within any tax bill for the Lot on which the Premises
are  situated.  For any such  utility fees or use charges that are not billed or
metered  separately to Lessee,  Lessee shall pay to Lessor,  as additional rent,
without prior notice or demand,  on the first (1st) day of each month throughout
the term of this Lease the amount which is  attributable  to Lessee's use of the
Premises as  reasonably  estimated  and  determined by Lessor based upon factors
such as size of the  Premises and  intensity of use of such  utilities by Lessee
such that Lessee  shall pay the portion of such  charges  reasonably  consistent
with Lessee's use of such utilities ("Utility Expenses"). If Lessee disputes any
such  estimate or  determination,  then Lessee  shall  either pay the  estimated
amount or cause the Premises to be separately  metered at Lessee's sole expense.
In addition, Lessee shall pay Lessor its share, which is described on Page 1, as
additional  rent, of any Common Area utility  costs,  fees,  charges or expenses
("Common Area Utility  Costs") within  fifteen (15) days after  receiving a bill
from Lessor.  The amount of Lessee's share of Common Area Utility Costs shall be
reviewed  from time to time by Lessor and shall be subject  to  modification  by
Lessor as reasonably determined by Lessor. Lessee acknowledges that the Premises
may become  subject to the  rationing  of utility  services or  restrictions  on
utility use as  required by a public  utility  company,  governmental  agency or
other  similar  entity having  jurisdiction  thereof.  Notwithstanding  any such
rationing  or  restrictions  on  use  of  any  such  utility  services,   Lessee
acknowledges  and agrees  that its  tenancy  and  occupancy  hereunder  shall be
subject to such rationing  restrictions  as may be imposed upon Lessor,  Lessee,
the Premises,  the Building or the Park, and Lessee shall in no event be excused
or relieved from any covenant or obligation to be kept or performed by Lessee by
reason of any such rationing or  restrictions.  Lessee further agrees to pay and
discharge, prior to delinquency, any amount, tax, charge, surcharge,  assessment
or imposition levied, assessed or imposed upon the Premises, or Lessee's use and
occupancy  thereof,  or as a result directly or indirectly of any such rationing
or restrictions.

8. Late Charges:  Lessee  acknowledges  that late payment (the fifth day of each
month or anytime thereafter) by Lessee to Lessor of Base Rent, Lessee's share of
Operating Expenses, Tax Expenses, Common Area Utility Costs, Utility Expenses or
other sums due hereunder,  will cause Lessor to incur costs not  contemplated by
this  Lease,  the exact  amount of such  costs  being  extremely  difficult  and
impracticable  to fix. Such costs include,  without  limitation,  processing and
accounting charges,  and late charges that may be imposed on Lessor by the terms
of any note secured by any  encumbrance  against the Premises,  and late charges
and penalties  due to the late payment of real  property  taxes on the Premises.
Therefore,  if any  installment  of Rent or any other sum due from Lessee is not
received  by Lessor when due,  Lessee  shall  promptly  pay to Lessor all of the
following,  as  applicable:  (a) an additional sum equal to ten percent (10%) of
such delinquent amount plus interest on such delinquent amount at the rate equal
to the prime rate plus three  percent (3%) for the time period such payments are
delinquent  as a late charge for every month or portion  thereof  that such sums
remain unpaid,  (b) the amount of seventy-five  dollars ($75) for each three-day
notice prepared for, or served on, Lessee, (c) the amount of fifty dollars ($50)
relating to checks for which there are not sufficient  funds.  The parties agree
that this late charge and the other charges  referenced  above  represent a fair
and  reasonable  estimate  of the costs that Lessor will incur by reason of late
payment by Lessee.  Acceptance  of any late  charge or other  charges  shall not
constitute a waiver by Lessor of Lessee's default with respect to the delinquent
amount,  nor prevent Lessor from exercising any of the other rights and remedies
available to Lessor for any other  breach of Lessee under this Lease.  If a late
charge or other charge becomes  payable for any three (3)  installments  of Rent
within any twelve (12) month period,  then Lessor, at Lessor's sole option,  can
either  require the Rent be paid  quarterly  in advance,  or be paid  monthly in
advance by cashier's check or by electronic funds transfer.

9. Use of  Premises:  The  Premises are to be used solely for the uses stated on
Page 1 and for no other uses or purposes without Lessor's prior written consent.
The use of the Premises by Lessee and its agents,  invitees and employees  shall
be subject to, and at all times in compliance  with,  (a) any and all applicable
laws,  ordinances,  statutes,  orders and regulations as same exist from time to
time (collectively,  the "Laws"), and (b) any and all declarations of covenants,
conditions and restrictions  ("CC&Rs") and any supplement thereto which has been
or hereafter  is recorded in any official or public  records with respect to the
Premises, the Building, the Lot and/or the Park, or any portion thereof.

        Lessee  shall not use the  Premises or permit  anything to be done in or
about the  Premises  nor keep or bring  anything  therein  which will in any way
conflict  with any of the  requirements  of the  Board of Fire  Underwriters  or
similar  body now or hereafter  constituted  or in any way increase the existing
rate of or affect any policy of fire or other insurance upon the Building or any
of its contents,  or cause a cancellation of any insurance policy.  Lessee shall
not do or permit  anything to be done in or about the Premises which will in any
way obstruct or interfere with the rights of Lessor,  other tenants or occupants
of the Building,  other buildings in the Park, or other persons or businesses in
the Park,  or injure or annoy other  tenants or use or allow the  Premises to be
used for any
<PAGE>
improper,  immoral,  unlawful or objectionable purpose, as determined by Lessor,
in its sole discretion,  for the benefit,  quiet enjoyment and use by Lessor and
all other  tenants or occupants of the Building or other  buildings in the Park;
nor shall Lessee cause, maintain or permit any private or public nuisance in, on
or about the Premises, Building, Park and/or the Common Area, including, but not
limited to, any offensive odors, fumes or vibrations. Lessee shall not damage or
deface or otherwise commit or suffer to be committed any waste in, upon or about
the Premises.  Lessee shall not store,  nor permit any other person or entity to
store, any property,  equipment,  materials,  supplies, personal property or any
other  items or goods  outside  of the  Premises.  Lessee  shall not  permit any
animals,  including,  but not limited to, any  household  pets, to be brought or
kept in or about the  Premises.  Lessee  shall  place no loads upon the  floors,
walls,  or ceilings  in excess of the maximum  designed  load  permitted  by the
applicable  Uniform  Building  Code or which may damage the  Building or outside
Park; nor place any harmful liquids in the drainage  systems;  nor dump or store
waste materials, refuse or other such materials, or allow such to remain outside
the Building  area,  except in refuse  dumpsters or in any enclosed  trash areas
provided.  Lessee  shall honor the terms of all recorded  CC&Rs  relating to the
Premises,  the Building,  the Lot and/or the Park.  Lessee shall honor the rules
and  regulations  set forth in  Exhibit C,  attached  to and made a part of this
Lease, and any other reasonable rules and regulations of Lessor now or hereafter
enacted  relating to parking and the  operation of the Building and the Park. If
Lessee  fails to comply  with such Laws,  CC&Rs,  rules and  regulations  or the
provisions  of this Lease,  Lessor shall have the right to collect from Lessee a
reasonable  sum as a penalty,  in addition to all rights and  remedies of Lessor
hereunder including,  but not limited to, the payment by Lessee to Lessor of all
Enforcement  Expenses and Lessor's  costs and  expenses,  if any, to cure any of
such failures of Lessee, if Lessor, at its sole option, elects to undertake such
cure.

10.  Alterations  and Additions:  Lessee shall not install any signs,  fixtures,
improvements,  nor make or permit  any other  alterations  or  additions  to the
Premises without the prior written consent of Lessor.  If any such alteration or
addition is expressly permitted by Lessor,  Lessee shall deliver at least twenty
(20) days  prior  notice to Lessor,  from the date  Lessee  intends to  commence
construction,    sufficient   to   enable   Lessor   to   post   a   Notice   of
Non-Responsibility.  In all  events,  Lessee  shall  obtain all permits or other
governmental  approvals  prior to commencing any of such work and deliver a copy
of same to  Lessor.  All  alterations  and  additions  shall be  installed  by a
licensed  contractor  approved by Lessor, at Lessee's sole expense in compliance
with all applicable  Laws,  CC&Rs,  and Lessor's rules and  regulations.  Lessee
shall keep the Premises and the property on which the Premises are situated free
from  any  liens  arising  out of any work  performed,  materials  furnished  or
obligations  incurred  by or on behalf of Lessee.  As a  condition  to  Lessor's
consent to the installation of any fixtures or improvements,  Lessor may require
Lessee to post and obtain a completion  and indemnity bond for up to one hundred
fifty percent  (150%) of the cost of the work.  Upon  termination of this Lease,
Lessee  shall  remove all signs,  fixtures,  furniture  and  furnishings  and if
requested  by  Lessor,  remove  any  improvements  made by Lessee and repair any
damage caused by the installation or removal of such signs, fixtures, furniture,
furnishings and improvements and leave the Premises in as good condition as they
were in at the time of the commencement of this Lease,  excepting for reasonable
wear and  tear.  Reasonable  wear and tear  shall  not  include  any  damage  or
deterioration  that would have been prevented by proper maintenance by Lessee or
Lessee otherwise performing all of its obligations under this Lease.

11. Repairs and  Maintenance:  Lessee shall,  at Lessee's sole cost and expense,
keep and maintain the  Premises  and the adjacent  Park in good,  clean and safe
condition and repair to the  satisfaction of Lessor  including,  but not limited
to,  repairing  any damage caused by Lessee or its  employees,  representatives,
agents, invitees,  licensees or contractors.  Without limiting the generality of
the foregoing, Lessee shall be solely responsible for maintaining, repairing and
replacing all interior plumbing and mechanical systems, heating, ventilation and
air  conditioning  systems (see Paragraph 43),  interior  electrical  wiring and
equipment,  interior  lighting,  all interior glass,  interior window casements,
partitions,   tenant  signage,  interior  doors  and  door  closers,   fixtures,
equipment,  interior  painting,  and interior  walls and floors of the Premises.
Lessee's obligation to keep, maintain,  preserve and repair the Premises and the
adjacent  Park shall  specifically  extend to the cleanup and removal of any and
all  Hazardous  Materials  (hereafter  defined)  occurring  in,  on or about the
Premises.

        Subject to the provisions of Paragraphs 6 and 9 of this Lease and except
for  repairs  rendered  necessary  by the  active or passive  negligent  acts or
omissions of Lessee,  its agents,  customers,  employees  and  invitees,  Lessor
agrees,  at Lessor's expense,  subject to reimbursement  pursuant to Paragraph 6
above,  to keep in good repair the plumbing and mechanical  systems  exterior to
the Premises,  roof membranes,  signage (exclusive of tenant signage),  exterior
electrical wiring and equipment, exterior lighting, all exterior glass, exterior
doors and entrances, exterior window casements, exterior doors and door closers,
exterior painting,  and underground utility and sewer pipes outside the exterior
walls of the Building. Lessor reserves the right, but without the obligation, to
procure and maintain  the  heating,  ventilation  and air  conditioning  systems
maintenance  contract and if Lessor so elects,  Lessee will reimburse Lessor for
the cost thereof in accordance with the provisions of Paragraph 6 above.

        Except for repairs rendered necessary by the active or passive negligent
acts or omissions of Lessee,  its agents,  customers,  employees  and  invitees,
Lessor agrees, at Lessor's sole cost and expense, to keep in good
<PAGE>
repair the  structural  portions of the floors,  foundations  and exterior walls
(exclusive of glass and exterior doors), and the structural portions of the roof
(excluding the roof membrane) of the Building.

        Except for normal  maintenance  and repair of the items outlined  above,
Lessee  shall have no right of access to or right to  install  any device on the
roof of the  Building  nor make  any  penetrations  of the roof of the  Building
without  the  express  prior  written  consent of Lessor.  If Lessee  refuses or
neglects to repair and maintain the Premises and the adjacent  Park  properly as
required herein and to the reasonable  satisfaction  of Lessor,  Lessor may, but
without  obligation  to do so, at anytime make such repairs  and/or  maintenance
without  Lessor  having any  liability to Lessee for any loss or damage that may
accrue to  Lessee's  merchandise,  fixtures  or other  property,  or to Lessee's
business  by reason  thereof.  In the event  Lessor  makes such  repairs  and/or
maintenance,  upon completion  thereof Lessee shall pay to Lessor, as additional
rent, the Lessor's costs for making such repairs and/or maintenance, plus twenty
percent (20%) for  overhead,  upon  presentation  of a bill  therefor,  plus any
Enforcement  Expenses.  The  obligations of Lessee  hereunder  shall survive the
expiration of the term of this Lease or the earlier termination thereof.  Lessee
hereby waives any right to repair at the expense of Lessor under any  applicable
Laws now or hereafter in effect respecting the Premises.

12.  Insurance:  Lessee  shall  maintain  in full  force and effect at all times
during  the term of this  Lease,  at  Lessee's  sole cost and  expense,  for the
protection  of Lessee and Lessor,  as their  interests  may appear,  policies of
insurance issued by a carrier or carriers acceptable to Lessor and its lender(s)
which  afford the  following  coverages:  (i) worker's  compensation:  statutory
limits;  (ii)  employer's  liability:  as  required  by law  with a  minimum  of
$1,000,000;  (iii) comprehensive  general liability insurance  (occurrence form)
including blanket contractual liability,  broad form property damage,  premises,
personal  injury,  completed  operations,   products  liability,   personal  and
advertising coverage,  fire damage with a combined single limit of not less than
(the  amount set forth on Page 1) per  occurrence,  and (the amount set forth on
Page 1) per  occurrence  per  location if Lessee has  multiple  locations,  with
deletion of the exclusion for  explosion,  collapse or  underground  hazard,  if
applicable,  and if  necessary,  Lessee  shall  provide for  restoration  of the
aggregate limit; (iv) comprehensive  automobile liability insurance:  a combined
single limit of not less than  $1,000,000  per  occurrence  and insuring  Lessee
against liability for claims arising out of the ownership,  maintenance,  or use
of any  owned,  hired or  non-owned  automobiles;  and (v) "all  risk"  property
insurance  including  boiler and machinery  comprehensive  form, if  applicable,
covering  damage to or loss of any personal  property,  fixtures and  equipment,
including,  without limitation,  electronic data processing equipment, of Lessee
(and  coverage  for  the  full  replacement  cost  thereof  including   business
interruption of Lessee).

        Insurance  required  to be  maintained  by Lessee  shall be  written  by
companies  licensed  to do  business  in the State of  California  and  having a
"General  Policyholders  Rating" of at least A (or such higher  rating as may be
required  by a lender  having a lien on the  Premises)  as set forth in the most
current  issue of  "Best's  Insurance  Guide."  Lessee  shall  deliver to Lessor
certificates of insurance for all insurance  required to be maintained by Lessee
hereunder  at the time of execution of this Lease by Lessee.  Lessee  shall,  at
least thirty (30) days prior to expiration of each policy,  furnish  Lessor with
certificates of renewal or "binders"  thereof.  Each certificate shall expressly
provide that such  policies  shall not be  cancelable  or  otherwise  subject to
modification  except after thirty (30) days prior written  notice to the parties
named as additional  insureds as required in this Lease (except for cancellation
for  nonpayment of premium,  in which event  cancellation  shall not take effect
until at least ten (10) days' notice has been given to Lessor).  If Lessee fails
to maintain any insurance required in this Lease, Lessee shall be liable for all
losses and costs resulting from such failure.

        Lessor, any property management company of Lessor for the Premises,  any
lender(s) of Lessor having a lien against the Premises, the Building, the Lot or
the Park, and any joint venture  partners of Lessor shall be named as additional
insureds  under  all of the  policies  required  in  Paragraph  12.(iii)  above.
Additionally,  such policies  shall provide for  severability  of interest.  All
insurance to be maintained by Lessee shall, except for workers' compensation and
employer's liability insurance,  be primary,  without right of contribution from
insurance  maintained  by  Lessor.  Any  umbrella  liability  policy  or  excess
liability policy (which shall be in "following  form") shall provide that if the
underlying aggregate is exhausted, the excess coverage will drop down as primary
insurance. The limits of insurance maintained by Lessee shall not limit Lessee's
liability under this Lease.

13. Limitation of Liability and Indemnity:  Except for damage resulting from the
gross   negligence   or  willful   misconduct   of  Lessor  or  its   authorized
representatives,  Lessee agrees to protect,  defend (with counsel  acceptable to
Lessor)  and  hold  Lessor  and   Lessor's   lender(s),   partners,   employees,
representatives,  legal  representatives,  successors and assigns (collectively,
the  "Indemnitees")  harmless and indemnify the Indemnitees from and against all
liabilities, damages, claims, losses, judgments, charges and expenses (including
reasonable  attorneys'  fees,  costs  of court  and  expenses  necessary  in the
prosecution  or defense of any  litigation  including  the  enforcement  of this
provision)  arising  from or in any way  related  to,  directly  or  indirectly,
Lessee's  use of the  Premises  and/or  the Park,  or the  conduct  of  Lessee's
business,  or from any  activity,  work or thing done,  permitted or suffered by
Lessee in or about the Premises,  or in any way  connected  with the Premises or
with the
<PAGE>
improvements or personal  property therein,  including,  but not limited to, any
liability for injury to person or property of Lessee, its agents or employees or
third party persons.  Lessee agrees that the  obligations of Lessee herein shall
survive the expiration or earlier termination of this Lease.

        Except  for  damage  resulting  from the  gross  negligence  or  willful
misconduct  of Lessor or its  authorized  representatives,  Lessor  shall not be
liable to Lessee for any loss or damage to Lessee or Lessee's property,  for any
injury to or loss of Lessee's business or for any damage or injury to any person
from any cause  whatsoever,  including,  but not limited to, any acts, errors or
omissions  by or on behalf of any other  tenants or  occupants  of the  Building
and/or the Park. Lessee shall not, in any event or circumstance, be permitted to
offset or  otherwise  credit  against any payments of Rent  required  herein for
matters  for which  Lessor may be liable  hereunder.  Lessor and its  authorized
representatives  shall not be liable for any interference  with light or air, or
for any latent  defect in the Premises or the  Building.  To the fullest  extent
permitted  by law,  Lessee  agrees  that  neither  Lessor  nor  any of  Lessor's
lender(s),   partners,   employees,   representatives,   legal  representatives,
successors and assigns shall at any time or to any extent  whatsoever be liable,
responsible or in any way accountable for any loss, liability,  injury, death or
damage to persons or property  which at any time may be suffered or sustained by
Lessee or by any person(s)  whomsoever who may at any time be using or occupying
or visiting the Premises, the Building or the Park.

14.     Assignment and Subleasing:

        A. Lessee shall not  voluntarily  or by operation of law, (1)  mortgage,
pledge, hypothecate or encumber this Lease or any interest herein, (2) assign or
transfer  this Lease or any interest  herein,  sublease the Premises or any part
thereof,  or any  right or  privilege  appurtenant  thereto,  or allow any other
person (the employees,  agents and invitees of Lessee excepted) to occupy or use
the  Premises,  or any portion  thereof,  without  first  obtaining  the written
consent of Lessor, which consent shall not be withheld unreasonably. When Lessee
requests  Lessor's  consent to such  assignment or  subletting,  it shall notify
Lessor in writing of the name and address of the proposed  assignee or subtenant
and the nature  and  character  of the  business  of the  proposed  assignee  or
subtenant prepared in accordance with generally accepted accounting  principles.
Lessee  shall  also  provide  Lessee  with a copy of the  proposed  sublease  or
assignment  agreement,  including  all material  terms and  conditions  thereof.
Except  in the case of an  assignment  or  sublease  to a Lessee  Affiliate  (as
hereinafter  defined),  Lessor  shall have the option,  to be  exercised  within
thirty (30) days of receipt of the foregoing,  to (1) terminate this Lease as of
the commencement date stated in the proposed  sublease or assignment;  provided,
however,  that if Lessee proposes to sublease  twenty-five percent (25%) or less
of the Premises, then Lessor shall only have the right under this subsection (1)
to terminate this Lease as to the portion of the Premises proposed to be covered
by such sublease,  (2) sublease or take an assignment,  as the case may be, from
Lessee of the  interest,  or any  portion  thereof,  in this  Lessee  and/or the
Premises  that  Lessee  proposes  to assign or  sublease,  on the same terms and
conditions as stated in the proposed sublet or assignment agreement, (3) consent
to the  proposed  assignment  or  sublease,  or (4)  refuse  its  consent to the
proposed  assignment  or  sublease,  providing  that such  consent  shall not be
unreasonably withheld.

        B.  Notwithstanding  anything to the contrary contained in Section 14(A)
above,  Lessee  shall have the right with the consent of Lessor,  which  consent
shall not be  unreasonably  withheld,  to assign this Lease or to  sublease  the
Premises or any part thereof to a Lessee Affiliate. In the event Lessee proposes
to enter into an  assignment or sublease  with a Lessee  Affiliate,  then Lessee
shall provide Lessor with the information  required to be delivered  pursuant to
said Section  14(A).  Lessor shall have the option,  to be exercised with thirty
(30) days of receipt of the foregoing, to (1) consent to the proposed assignment
or  sublease,  or (2) in the event  Lessor is not  satisfied  with the  proposed
Lessee  Affiliate  Lessor  shall have the right to  require  Lessee to provide a
Letter of Credit  equal to six (6) months  current  rent.  Said Letter of Credit
shall be  additional  security  to the Lease  obligation.  For  proposes of this
Section  14, a  "Lessee  Affiliate"  shall  mean an  entity  that  controls,  is
controlled  by or is under common  control  with,  Lessee;  and a party shall be
deemed to "control" another party for purposes of the aforesaid  definition only
if the first  party  owns more than  fifty  percent  (50%) of the stock or other
beneficial interests of the second party.

        C.  Without  otherwise  limiting  the  criteria  upon  which  Lessor may
withhold  its  consent  under  Sections  14(A) and (B)  above,  Lessor  shall be
entitled to consider all reasonable criteria  including,  but not limited to the
following: (i) whether or not the proposed subtenant or assignee is engaged in a
business  which,  and the use of the Premises will be in a manner  which,  is in
keeping,  with the then character and nature of all other tenancies in the Park,
(ii)  whether the use to be made of the  Premises by the  proposed  subtenant or
assignee will conflict with any so-called  "exclusive"  use then in favor of any
other tenant of the Park and whether such use would be  prohibited  by any other
portion of this Lease,  including,  but not limited to any rules and regulations
then in effect, or under applicable Laws, and whether such use imposes a greater
load upon the Premises and the Park and Project services then imposed by Lessee,
(iii) the business  reputation of the proposed  individuals who will be managing
and  operating the business  operations  of the assignee or  subtenant,  and the
long-tern financial and competitive  business prospects of the proposed assignee
or subtenant, (iv) the creditworthiness and financial
<PAGE>
stability of the proposed assignee or subtenant in light of the responsibilities
involved,  and (v) that the sublease or assignment agreement requires payment of
the rent and other amounts as required of Lessee  hereunder  with respect to the
space being  subleased  or  assigned  which are in no event less than that being
offered  by  Lessor  for  similar  space in the Park  under  leases  then  being
negotiated.  In any event,  Lessor may withhold its consent to any assignment or
sublease,  if (1) the actual use  proposed to be  conducted  in the  Premises or
portion  thereof  conflicts with the provisions of Paragraph 9 above or with any
other lease which  restricts  the use to which any space in the Park may be put,
or (2) the proposed assignment or sublease requires alterations, improvements or
additions  to the  Premises  of  portions  thereof  with a cost in excess of one
thousand dollars ($1,000.00),  and Lessor has not given reasonable prior written
approval.

        D. The  assignment  or  sublease  agreement,  as the case may be,  after
approval by Lessor in the form of Lessor's standard Consent to Sublease executed
by all parties, shall not be amended without Lessor's prior written consent, and
shall  contain a provision  directing  the assignee or subtenant to pay the rent
and other sums due thereunder  directly to Lessor upon receiving  written notice
from  Lessor  that  Lessee is in default  under  this Lease with  respect to the
payment  of Rent.  Lessor's  colletion  of such  rent and other  sums  shall not
constitute  an acceptance by Lessor of attornment by such assignee or subtenant.
A consent to one assignment,  subletting,  occupation or use shall not be deemed
to be a consent to any other or subsequent assignment, subletting, occupation or
use, and consent to any assignment or subletting  shall in no way relieve Lessee
of any liability under this Lease. Any assignment or subletting without Lessor's
consent shall be void, and shall, at the option of Lessor,  constitute a Default
under this Lease.

        E.  Lessee  shall  pay  Lessor   reasonable  fees  (including,   without
limitation, the fees of Lessor's counsel),  incurred in connection with Lessor's
review  and  processing  of  documents  regarding  any  proposed  assignment  or
sublease.

        F. Lessee acknowledges and agrees that the restrictions,  conditions and
limitations  imposed  by this  Paragraph  14 on  Lessee's  ability  to assign or
transfer this Lease or any interest  herein,  to sublet the Premises or any part
thereof,  to  transfer  or assign  any  right or  privilege  appurtenant  to the
Premises,  or to allow any other  person  to occupy or use the  Premises  or any
portion  thereof,  are for the purposes of California Civil Code Section 1951.4,
as amended from time to time, and for all other purposes, reasonable at the time
that the Lease was entered  into,  and shall be deemed to be  reasonable  at the
time that Lessee seeks to assign or transfer this Lease or any interest  herein,
to sublet the Premises or any part  thereof,  to transfer or assign any right or
privilege appurtenant to the Premises, or to allow any other person to occupy or
use the Premises or any portion thereof.

        G. Excess Sublease Rental or Assignment  Consideration:  In the event of
any sublease or assignment of all or any portion of the Premises  where the rent
or  other  consideration  provided  for in the  sublease  or  assignment  either
initially or over the term of the sublease or assignment exceeds the Rent or pro
rata  portion of the Rent,  as the case may be, for such space  reserved  in the
Lease, Lessee shall pay the Lessor monthly, as additional rent, at the same time
as the monthly  installments of Rent are payable hereunder,  fifty percent (50%)
of the  excess  of  each  such  payment  of rent  net of  commissions  or  other
consideration in excess of the Rent called for hereunder.

     H. Waiver:  Notwithstanding any assignment or sublease, or any indulgences,
waivers or extensions of time granted by Lessor to any assignee or sublessee, or
failure by Lessor to take action  against  any  assignee  or  sublessee,  Lessee
waives notice of any default of any assignee or sublessee and agrees that Lessor
may, at its option,  proceed  against Lessee without having taken action against
or joined such assignee or sublessee, except that Lessee shall have the benefit
of any indulgences, waivers and extensions of time granted to any such assignee
or sublessee.

15. Waiver of Subrogation: Lessee waives any right to recover against Lessor for
claims for damages to Lessee's property, including, but not limited to, personal
property,  fixtures  and  equipment,  covered by  insurance.  This  provision is
intended to waive fully, and for the benefit of Lessor, any rights and/or claims
which  might  give  rise to a right of  subrogation  in  favor of any  insurance
carrier.  The coverage  obtained by Lessee pursuant to this Lease shall include,
without  limitation,  a  waiver  of  subrogation  endorsement  attached  to  the
certificate of insurance.

16. Ad  Valorem  Taxes:  Prior to  delinquency,  Lessee  shall pay all taxes and
assessments levied upon trade fixtures,  alterations,  additions,  improvements,
inventories and personal property located and/or installed on or in the Premises
by, or on behalf of, Lessee;  and if requested by Lessor,  Lessee shall promptly
deliver  to  Lessor  copies  of  receipts  for  payment  of all such  taxes  and
assessments.  To the extent any such taxes are not separately assessed or billed
to Lessee, Lessee shall pay the amount thereof as invoiced by Lessor.
<PAGE>
17.  Subordination:  Without the  necessity  of any  additional  document  being
executed by Lessee for the  purpose of  effecting  a  subordination,  and at the
election of Lessor or any bona fide mortgagee or deed of trust  beneficiary with
a lien on all or any portion of the  Premises or any ground  lessor with respect
to the land of which the  Premises  are a part,  this Lease shall 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 or the land upon
which the  Building is situated  or both,  and (ii) the lien of any  mortgage or
deed of trust  which may now exist or  hereafter  be  executed in any amount for
which the Building,  the Lot,  ground leases or underlying  leases,  or Lessor's
interest   or  estate  in  any  of  said  items  is   specified   as   security.
Notwithstanding the foregoing,  Lessor or any such ground lessor,  mortgagee, or
any beneficiary  shall have the right to subordinate or cause to be subordinated
any such ground leases or underlying  leases or any such liens to this Lease. If
any ground lease or underlying  lease  terminates for any reason or any mortgage
or deed of trust is foreclosed or a conveyance  in lieu of  foreclosure  is made
for any reason,  Lessee shall,  notwithstanding  any  subordination and upon the
request  of such  successor  to  Lessor,  attorn to and become the Lessee of the
successor in interest to Lessor,  provided  such  successor in interest will not
disturb  Lessee's use,  occupancy or quiet  enjoyment of the Premises so long as
Lessee  is not in  default  of the  terms  and  provisions  of this  Lease.  The
successor  in interest  to Lessor  following  foreclosure,  sale or deed in lieu
thereof  shall not be (a) liable for any act or omission of any prior  lessor or
with respect to events occurring prior to acquisition of ownership;  (b) subject
to any offsets or defenses which Lessee might have against any prior lessor; (c)
bound by  prepayment  of more than one (1) month's Rent; or (d) liable to Lessee
for any Security  Deposit not actually  received by such  successor in interest.
Lessee  covenants and agrees to execute (and  acknowledge if required by Lessor,
any lender or ground  lessor) and  deliver,  within five (5) days of a demand or
request by Lessor and in the form requested by Lessor, ground lessor,  mortgagee
or   beneficiary,   any   additional   documents   evidencing  the  priority  or
subordination of this Lease with respect to any such ground leases or underlying
leases or the lien of any such  mortgage or deed of trust.  Lessee's  failure to
timely execute and deliver such additional  documents shall, at Lessor's option,
constitute a material default hereunder.  It is further agreed that Lessee shall
be liable to Lessor, and shall indemnify Lessor from and against any loss, cost,
damage or expense, incidental,  consequential, or otherwise, arising or accruing
directly  or  indirectly,  from any  failure  of Lessee to execute or deliver to
Lessor any such additional documents.

18. Right of Entry:  Lessee  grants  Lessor or its agents the right to enter the
Premises  escorted by a  representative  of Lessee at all  reasonable  times for
purposes of inspection, exhibition, posting of notices, repair or alteration. At
Lessor's  option,  Lessor shall at all times have and retain a key with which to
unlock all the doors in, upon and about the Premises,  excluding Lessee's vaults
and safes.  It is further agreed that Lessor shall have the right to use any and
all means Lessor deems  necessary to enter the Premises in an emergency.  Lessor
shall  also have the right to place "for rent"  and/or  "for sale"  signs on the
outside of the Premises.  Lessee hereby waives any claim from damages or for any
injury or inconvenience to or interference with Lessee's business,  or any other
loss  occasioned  thereby except for any claim for any of the foregoing  arising
out of the gross active  negligent  acts or willful  misconduct of Lessor or its
authorized representatives.

19. Estoppel  Certificate:  Lessee shall execute (and acknowledge if required by
any lender or ground  lessor) and deliver to Lessor,  within ten (10) days after
Lessor  provides  such to Lessee,  a statement in writing  certifying  that this
Lease is unmodified  and in full force and effect (or, if modified,  stating the
nature of such  modification),  the date to which the Rent and other charges are
paid in  advance,  if  any,  acknowledging  that  there  are  not,  to  Lessee's
knowledge,  any uncured  defaults on the part of Lessor  hereunder or specifying
such defaults as are claimed,  and such other  matters as Lessor may  reasonably
require.  Any such statement may be  conclusively  relied upon by Lessor and any
prospective  purchaser or  encumbrancer  of the  Premises.  Lessee's  failure to
deliver such statement within such time shall be conclusive upon the Lessee that
(a) this Lease is in full force and effect,  without  modification except as may
be  represented  by  Lessor;  (b)  there are no  uncured  defaults  in  Lessor's
performance;  and (c) not more than one  month's  Rent has been paid in advance,
except in those instances when Lessee pays Rent quarterly in advance pursuant to
Paragraph  8 hereof,  then not more  than  three  month's  Rent has been paid in
advance.  Failure by Lessee to so deliver such  certified  estoppel  certificate
shall be a default of the  provisions  of this Lease.  Lessee shall be liable to
Lessor,  and shall indemnify Lessor from and against any loss,  cost,  damage or
expense, incidental,  consequential,  or otherwise, arising or accruing directly
or  indirectly,  from any  failure of Lessee to execute or deliver to Lessor any
such certified estoppel certificate.

20.     Lessee's Default:  The occurrence of any one or more of the following 
events shall, at Lessor's option, constitute a default and breach of this Lease
by Lessee:

                  (i) The vacation or  abandonment of the Premises by Lessee for
        a  period  of ten (10)  consecutive  days,  unless  Lessee  is  actively
        attempting  to  sublease  the  premises  and Lessee  waives any right to
        notice Lessee may have under applicable law;

                  (ii)     The failure by Lessee to make any payment of Rent or 
        any other payment required hereunder on the date said payment is due;
<PAGE>
                  (iii) The failure by Lessee to observe, perform or comply with
        any of the  conditions,  covenants or  provisions  of this Lease (except
        default  in  the  payment  of  Rent);   provided,  if  such  default  is
        susceptible  of cure and Lessee has promptly  commenced the cure of such
        default and is diligently prosecuting such cure to completion,  then the
        same must remain uncured for a period, unless otherwise noted herein, of
        fifteen (15) days after written notice;

                  (iv) The  making of a  general  assignment  by Lessee  for the
        benefit of  creditors,  the filing of a voluntary  petition by Lessee or
        the  filing of an  involuntary  petition  by any of  Lessee's  creditors
        seeking the  rehabilitation,  liquidation,  or  reorganization of Lessee
        under any law  relating to  bankruptcy,  insolvency  or other  relief of
        debtors and, in the case of an involuntary action, the failure to remove
        or  discharge  the same  within  sixty  (60)  days of such  filing,  the
        appointment  of a receiver  or other  custodian  to take  possession  of
        substantially  all  of  Lessee's  assets  or  this  leasehold,  Lessee's
        insolvency  or inability to pay Lessee's  debts or failure  generally to
        pay  Lessee's  debts  when  due,  any court  entering  a decree or order
        directing the winding up or  liquidation  of Lessee or of  substantially
        all of Lessee's assets,  Lessee taking any action toward the dissolution
        or winding up of  Lessee's  affairs,  the  cessation  or  suspension  of
        Lessee's  use of the  Premises,  or the  attachment,  execution or other
        judicial  seizure  of  substantially  all of  Lessee's  assets  or  this
        leasehold;

                  (v)      Lessee's use or storage of Hazardous Materials on 
        the Premises other than as permitted by the provisions of Paragraph 29
        below;

                  (vi)     The making of any material misrepresentation or 
        omission by Lessee in any materials delivered by or on behalf of Lessee
        to Lessor pursuant to this Lease; or

          (vii) Lessee's  default or other breach of any covenant,  condition or
     provision of any lease agreement  between Lessee or an affiliated entity of
     Lessee,  as the tenant,  and Lessor or an affiliated  entity of Lessor,  as
     landlord,  with  regard  to any and all  leased  premises  other  than  the
     Premises as described herein.

21. Remedies for Lessee's Default: In the event of Lessee's default or breach of
the Lease,  Lessor may terminate Lessee's right to possession of the Premises by
any lawful  means in which case upon  delivery of written  notice by Lessor this
Lease shall  terminate on the date specified by Lessor in such notice and Lessee
shall immediately  surrender  possession of the Premises to Lessor. In addition,
the Lessor shall have the immediate right of re-entry  whether or not this Lease
is terminated,  and if this right of re-entry is exercised following abandonment
of the Premises by Lessee,  Lessor may consider any personal property  belonging
to Lessee and left on the Premises to also have been  abandoned.  No re-entry or
taking  possession of the Premises by Lessor pursuant to this Paragraph 21 shall
be construed as an election to terminate  this Lease unless a written  notice of
such intention is given to Lessee.  If Lessor relets the Premises or any portion
thereof,  (i) Lessee shall be liable  immediately to Lessor for all costs Lessor
incurs  in  reletting  the  Premises  or any part  thereof,  including,  without
limitation,  broker's  commissions,  expenses  of  cleaning,  redecorating,  and
further  improving  the  Premises  and other  similar  costs,  and (ii) the rent
received  by Lessor  from such  reletting  shall be applied to the  payment  of,
first,  any indebtedness  from Lessee to Lessor other than Base Rent,  Operating
Expenses, Tax Expenses, Common Area Utility Costs, and Utility Expenses; second,
all costs including  maintenance,  incurred by Lessor in reletting;  and, third,
Base Rent,  Operating  Expenses,  Tax Expenses,  Common Area Utility Costs,  and
Utility Expenses due under this Lease.  After deducting the payments referred to
above, any sum remaining from the rental Lessor receives from reletting shall be
held by Lessor and applied in payment of future  Rent as Rent  becomes due under
this Lease.  In no event shall Lessee be entitled to any excess rent received by
Lessor.  Reletting may be for a period shorter or longer than the remaining term
of this Lease. No act by Lessor other than giving written notice to Lessee shall
terminate this Lease. Acts of maintenance,  efforts to relet the Premises or the
appointment of a receiver on Lessor's  initiative to protect  Lessor's  interest
under this  Lease  shall not  constitute  a  termination  of  Lessee's  right to
possession. So long as this Lease is not terminated, Lessor shall have the right
to remedy any default of Lessee, to maintain or improve the Premises, to cause a
receiver  to be  appointed  to  administer  the  Premises  and  new or  existing
subleases and to add to the Rent payable  hereunder  all of Lessor's  reasonable
costs in so doing,  with interest at the maximum rate  permitted by law from the
date of such expenditure.

        If Lessee  breaches this Lease and abandons the property  before the end
of the term, or if Lessee's  right to possession is terminated by Lessor because
of a breach or  default  of the  Lease,  then in either  such  case,  Lessor may
recover  from  Lessee all  damages  suffered  by Lessor as a result of  Lessee's
failure to perform its obligations hereunder, including, but not limited to, the
cost of any tenant  improvements,  and all costs Lessor  incurs in reletting the
Premises or any part thereof, including without limitation, brokerage or leasing
commissions,  expenses of  cleaning,  redecorating,  and further  improving  the
Premises  and like costs,  and the worth at the time of the award  (computed  in
accordance  with  paragraph  (3) of  Subdivision  (a) of  Section  1951.2 of the
California Civil Code) of the amount by which the Rent then unpaid hereunder for
the  balance of the Lease term  exceeds  the amount of such loss of Rent for the
same period which Lessee  proves  could be  reasonably  avoided by Lessor and in
such case,  Lessor prior to the award, may relet the Premises for the purpose of
mitigating damages suffered
<PAGE>
by Lessor  because of  Lessee's  failure to perform its  obligations  hereunder;
provided,  however, that even though Lessee has abandoned the Premises following
such breach, this Lease shall nevertheless continue in full force and effect for
as long as Lessor does not terminate  Lessee's  right of  possession,  and until
such  termination,  Lessor shall have the remedy  described in Section 1951.4 of
the  California  Civil Code  (Lessor  may  continue  this Lease in effect  after
Lessee's  breach and  abandonment  and recover Rent as it becomes due, if Lessee
has the right to sublet or assign,  subject only to reasonable  limitations) and
may enforce all its rights and remedies under this Lease, including the right to
recover the Rent from Lessee as it becomes due hereunder. The "worth at the time
of the award" within the meaning of  Subparagraphs  (a)(1) and (a)(2) of Section
1951.2 of the  California  Civil Code shall be computed by allowing  interest at
the rate of ten percent (10%) per annum. Lessee waives redemption or relief from
forfeiture under  California Code of Civil Procedure  Sections 1174 and 1179, or
under any other  present or future law, in the event Lessee is evicted or Lessor
takes possession of the Premises by reason of any default of Lessee hereunder.

        The foregoing rights and remedies of Lessor are not exclusive;  they are
cumulative  in addition to any rights and remedies now or hereafter  existing at
law, in equity by statute or otherwise,  or to any equitable remedies Lessor may
have,  and to any  remedies  Lessor  may  have  under  bankruptcy  laws  or laws
affecting  creditor's  rights  generally.  In addition to all remedies set forth
above,  if Lessee  defaults or otherwise  breaches this Lease,  any and all Base
Rent  waived by Lessor  under  Paragraph 3 above  shall be  immediately  due and
payable  to  Lessor  and  all  options   granted  to  Lessee   hereunder   shall
automatically  terminate,  unless  otherwise  expressly  agreed to in writing by
Lessor.

        The waiver by Lessor of any default or breach of any  provision  of this
Lease shall not be deemed or  construed a waiver of any other  breach or default
by Lessee hereunder or of any subsequent breach or default of this Lease, except
for the default specified in the waiver.

22.  Holding  Over:  If  Lessee  holds  possession  of the  Premises  after  the
expiration of the term of this Lease with Lessor's consent,  Lessee shall become
a tenant  from  month-to-month  upon the terms  and  provisions  of this  Lease,
provided the monthly Base Rent during such hold over period shall be 150% of the
Base Rent due on the last  month of the Lease  term,  payable  in  advance on or
before  the first  day of each  month.  Such  month-to-month  tenancy  shall not
constitute a renewal or extension  for any further  term.  All options,  if any,
granted under the terms of this Lease shall be deemed  automatically  terminated
and be of no force or effect during said  month-to-month  tenancy.  Lessee shall
continue in  possession  until such tenancy shall be terminated by either Lessor
or Lessee  giving  written  notice of  termination  to the other  party at least
thirty (30) days prior to the  effective  date of  termination.  This  paragraph
shall  not be  construed  as  Lessor's  permission  for  Lessee  to  hold  over.
Acceptance of Base Rent by Lessor  following  expiration or  termination of this
Lease shall not constitute a renewal of this Lease.

23.  Lessor's  Default:  Lessor shall not be deemed in breach or default of this
Lease unless  Lessor fails  within a  reasonable  time to perform an  obligation
required to be performed by Lessor hereunder.  For purposes of this provision, a
reasonable time shall in no event be more than thirty (30) days after receipt by
Lessor of written notice  specifying the nature of the obligation Lessor has not
performed;  provided, however, that if the nature of Lessor's obligation is such
that more than thirty (30) days, after receipt of written notice,  is reasonably
necessary for its performance,  then Lessor shall not be in breach or default of
this Lease if  performance  of such  obligation is commenced  within such thirty
(30) day period and thereafter diligently pursued to completion.

24. Parking:  Lessee shall have a license to use the number of undesignated  and
nonexclusive  parking  spaces  set  forth  on  Page  1.  Lessor  shall  exercise
reasonable  efforts to insure that such spaces are  available  to Lessee for its
use, but Lessor shall not be required to enforce Lessee's right to use the same.

25. Sale of Premises: In the event of any sale of the Premises by Lessor, Lessor
shall be and is hereby entirely  released from any and all of its obligations to
perform or further perform under this Lease and from all liability  hereunder as
of the date of such sale; and the purchaser, at such sale or any subsequent sale
of the  Premises  shall be deemed,  without  any further  agreement  between the
parties or their  successors  in  interest  or between  the parties and any such
purchaser,  to have assumed and agreed to carry out any and all of the covenants
and obligations of the Lessor under this Lease.  Lessee agrees to attorn to such
new owner  provided such new owner does not disturb  Lessee's use,  occupancy or
quiet  enjoyment  of the  Premises so long as Lessee is not in default of any of
the provisions of this Lease.

26.  Waiver:  No delay or  omission  in the  exercise  of any right or remedy of
Lessor  on any  default  by  Lessee  shall  impair  such a right or remedy or be
construed as a waiver.
<PAGE>
        The  subsequent  acceptance  of Rent by Lessor after breach by Lessee of
any  covenant or term of this Lease shall not be deemed a waiver of such breach,
other than a waiver of timely payment for the particular Rent payment  involved,
and shall not prevent  Lessor  from  maintaining  an unlawful  detainer or other
action based on such breach.

        No payment by Lessee or  receipt by Lessor of a lesser  amount  than the
monthly  Rent and other sums due  hereunder  shall be deemed to be other than on
account of the  earliest  Rent or other sums due, nor shall any  endorsement  or
statement on any check or accompanying  any check or payment be deemed an accord
and satisfaction;  and Lessor may accept such check or payment without prejudice
to Lessor's right to recover the balance of such Rent or other sum or pursue any
other remedy provided in this Lease.

27.  Casualty  Damage:  If the Premises or any part thereof  shall be damaged by
fire or other  casualty,  Lessee  shall give prompt  written  notice  thereof to
Lessor.  In case the Building shall be so damaged by fire or other casualty that
substantial alteration or reconstruction of the Building shall, in Lessor's sole
opinion,  be required  (whether or not the  Premises  shall have been damaged by
such fire or other casualty), Lessor may, at its option, terminate this Lease by
notifying Lessee in writing of such termination within sixty (60) days after the
date of such  damage,  in which event the Rent shall be abated as of the date of
such  damage.  If Lessor  does not elect to  terminate  this Lease and  provided
insurance  proceeds  and  any  contributions  from  Lessee,  if  necessary,  are
available to fully repair the damage, Lessor shall within ninety (90) days after
the date of such damage  commence to repair and restore the  Building  and shall
proceed with  reasonable  diligence to restore the Building  (except that Lessor
shall not be responsible  for delays outside its control) to  substantially  the
same  condition  in  which it was  immediately  prior  to the  happening  of the
casualty;  provided, Lessor shall not be required to rebuild, repair, or replace
any part of Lessee's furniture,  furnishings or fixtures and equipment removable
by Lessee or any improvements,  alterations or additions installed by or for the
benefit of Lessee under the  provisions  of this Lease.  Lessor shall not in any
event be  required  to spend for such work an amount in excess of the  insurance
proceeds and any contributions  from Lessee, if necessary,  actually received by
Lessor as a result of the fire or other casualty. Lessor shall not be liable for
any inconvenience or annoyance to Lessee, injury to the business of Lessee, loss
of use of any part of the  Premises by the Lessee or loss of  Lessee's  personal
property  resulting  in any way from such damage or the repair  thereof,  except
that, subject to the provisions of the next sentence,  Lessor shall allow Lessee
a fair  diminution  of Rent during the time and to the extent the  Premises  are
unfit for  occupancy.  If the  Premises or any other  portion of the Building be
damaged by fire or other casualty  resulting from the fault or active or passive
negligence  or  omissions  of Lessee or any of Lessee's  agents,  employees,  or
invitees,  the Rent shall not be diminished during the repair of such damage and
Lessee  shall be liable to Lessor  for the cost and  expense  of the  repair and
restoration  of the Building  caused thereby to the extent such cost and expense
is  not  covered  by  insurance  proceeds.  In  the  event  the  holder  of  any
indebtedness  secured by the Premises  requires that the  insurance  proceeds be
applied to such indebtedness, then Lessor shall have the right to terminate this
Lease by delivering  written  notice of termination to Lessee within thirty (30)
days after the date of notice to Lessee of any such event,  whereupon all rights
and obligations shall cease and terminate hereunder.

        Except as otherwise  provided in this Paragraph 27, Lessee hereby waives
the provisions of Sections 1932(2.),  1933(4.),  1941 and 1942 of the California
Civil Code.

28.  Condemnation:  If  twenty-five  percent  (25%) or more of the  Premises  is
condemned by eminent domain, inversely condemned or sold in lieu of condemnation
for any public or  quasi-public  use or purpose  ("Condemned"),  then  Lessee or
Lessor may terminate  this Lease as of the date when physical  possession of the
Premises is taken and title vests in such condemning  authority,  and Rent shall
be  adjusted  to the date of  termination.  Lessee  shall  not  because  of such
condemnation assert any claim against Lessor or the condemning authority for any
compensation  because of such  condemnation,  and Lessor  shall be  entitled  to
receive  the  entire  amount of any award  without  deduction  for any estate of
interest  or  interest  of Lessee.  If a  substantial  portion of the  Premises,
Building or the Lot is so  Condemned,  Lessor at its option may  terminate  this
Lease.  If Lessor does not elect to  terminate  this  Lease,  Lessor  shall,  if
necessary,  promptly  proceed  to  restore  the  Premises  or  the  Building  to
substantially  its same condition prior to such partial  condemnation,  allowing
for the reasonable  effects of such partial  condemnation,  and a  proportionate
allowance shall be made to Lessee, as solely determined by Lessor,  for the Rent
corresponding  to the time  during  which,  and to the part of the  Premises  of
which,  Lessee  is  deprived  on  account  of  such  partial   condemnation  and
restoration.  Lessor  shall not be required to spend  funds for  restoration  in
excess of the amount received by Lessor as compensation awarded.

29. Environmental  Matters/Hazardous  Materials: As used in this Lease, the term
"Hazardous  Materials"  shall mean and include any substance that is or contains
petroleum,  asbestos,  polychlorinated  byphenyls, lead, or any other substance,
material or waste which is now or is hereafter  classified  or  considered to be
hazardous or toxic under any federal,  state or local law,  rule,  regulation or
ordinance relating to pollution or the protection or regulation of human health,
natural  resources or the  environment  (collectively  "Environmental  Laws") or
poses or  threatens  to pose a hazard to the  health or safety of persons on the
Leased Premises or any adjacent property.
<PAGE>
        Lessee agrees that during its use and  occupancy of the Leased  Premises
it will not  permit  Hazardous  Materials  to be  present on or about the Leased
Premises except in a manner and quantity necessary for the ordinary  performance
of  Lessee's  business  and  that it will  comply  with all  Environmental  Laws
relating to the use, storage or disposal of any such Hazardous Materials.

        If Lessee's use of Hazardous  Materials on or about the Leased  Premises
results in a release,  discharge or disposal of Hazardous  Materials on, in, at,
under,  or  emanating  from,  the Leased  Premises or the  property in which the
Leased Premises are located,  Lessee agrees to investigate,  clean up, remove or
remediate such Hazardous  Materials in full compliance with (a) the requirements
of (i) all  Environmental  Laws and (ii) any  governmental  agency or  authority
responsible  for  the  enforcement  of  any  Environmental  Laws;  and  (b)  any
additional  requirements of Lessor that are reasonably  necessary to protect the
value of the Leased  Premises or the  property in which the Leased  Premises are
located.  Lessor  shall also have the  right,  but not the  obligation,  to take
whatever  action  with  respect to any such  Hazardous  Materials  that it deems
reasonably necessary to protect the value of the Leased Premises or the property
in which the  Leased  Premises  are  located.  All costs  and  expenses  paid or
incurred by Lessor in the exercise of such right shall be payable by Lessee upon
demand.

        Upon reasonable notice to Lessee, Lessor may inspect the Leased Premises
for the purpose of determining  whether there exists on the Leased  Premises any
Hazardous  Materials or other  condition or activity that is in violation of the
requirements  of this Lease or of any  Environmental  Laws. The right granted to
Lessor herein to perform inspections shall not create a duty on Lessor's part to
inspect the Leased  Premises,  or  liability  on the part of Lessor for Lessee's
use, storage or disposal of Hazardous Materials, it being understood that Lessee
shall be solely responsible for all liability in connection therewith.

        Lessee shall surrender the Leased Premises to Lessor upon the expiration
or  earlier  termination  of this  Lease  free of  debris,  waste  or  Hazardous
Materials  placed  on or about the  Leased  Premises  by  Lessee or its  agents,
employees,  contractors or invitees,  and in a condition which complies with all
Environmental Laws.

        Lessee agrees to indemnify and hold harmless Lessor from and against any
and all claims,  losses  (including,  without  limitation,  loss in value of the
Leased  Premises or the  property  in which the Leased  Premises  are  located),
liabilities and expenses  (including  reasonable  attorney's  fees) sustained by
Lessor attributable to (i) any Hazardous Materials placed on or about the Leased
Premises by Lessee or its  agents,  employees,  contractors  or invitees or (ii)
Lessee's breach of any provision of this Section 29.

        The  provisions  of this  Section 29 shall  survive  the  expiration  or
earlier termination of this Lease.

30. Financial Statements: Lessee, for the reliance of Lessor, any lender holding
or anticipated to acquire a lien upon the Premises,  the Building or the Park or
any portion thereof, or any prospective purchaser of the Building or the Park or
any portion thereof,  within ten (10) days after Lessor's request therefor,  but
not more  often than once  annually  so long as Lessee is not in default of this
Lease, shall deliver to Lessor the then current audited financial  statements of
Lessee  which shall be those  financial  statements  that are  available  to the
public (including  interim periods following the end of the last fiscal year for
which annual  statements are available)  which  statements  shall be prepared or
compiled by a certified public accountant and shall present fairly the financial
condition of Lessee at such dates and the result of its  operations  and changes
in its financial  positions  for the periods ended on such dates.  If an audited
financial  statement has not been prepared,  Lessee shall provide Lessor with an
unaudited financial  statement and/or such other information,  the type and form
of which are  acceptable  to Lessor in  Lessor's  reasonable  discretion,  which
reflects the financial condition of Lessee. If Lessor so requests,  Lessee shall
deliver to Lessor an opinion  of a  certified  public  accountant,  including  a
balance sheet and profit and loss  statement for the most recent prior year, all
prepared  in  accordance   with   generally   accepted   accounting   principles
consistently  applied.  Any and all options granted to Lessee hereunder shall be
subject  to and  conditioned  upon  Lessor's  reasonable  approval  of  Lessee's
financial condition at the time of Lessee's exercise of any such option.

31.     General Provisions:

        (i)       Time.  Time is of the essence in this Lease and with respect
to each and all of its provisions in which performance is a factor.

        (ii)  Successors  and  Assigns.  The  covenants  and  conditions  herein
contained,  subject to the  provisions as to  assignment,  apply to and bind the
heirs, successors, executors, administrators and assigns of the parties hereto.

        (iii)     Recordation.  Lessee shall not record this Lease or a short
form memorandum hereof without the prior written consent of the Lessor.
<PAGE>
        (iv) Lessor's Personal  Liability.  The liability of Lessor (which,  for
purposes of this Lease,  shall  include  Lessor and the owner of the Building if
other than  Lessor) to Lessee for any default by Lessor  under the terms of this
Lease  shall be  limited  to the actual  interest  of Lessor and its  present or
future partners in the Premises or the Building and Lessee agrees to look solely
to the Premises for  satisfaction  of any  liability and shall not look to other
assets of Lessor nor seek any  recourse  against  the  assets of the  individual
partners, directors, officers,  shareholders,  agents or employees of Lessor; it
being intended that Lessor and the  individual  partners,  directors,  officers,
shareholders,  agents or employees of Lessor shall not be  personally  liable in
any manner  whatsoever for any judgment or  deficiency.  The liability of Lessor
under this Lease is limited to its actual  period of  ownership  of title to the
Building,  and Lessor shall be automatically  released from further  performance
under this Lease and from all further  liabilities  and expenses  hereunder upon
transfer of Lessor's interest in the Premises or the Building.  Lessee agrees to
attorn to any entity purchasing or otherwise acquiring the Premises.

        (v)  Separability.  Any provisions of this Lease which shall prove to be
invalid,  void or illegal shall in no way affect, impair or invalidate any other
provisions  hereof  and such  other  provision  shall  remain in full  force and
effect.

        (vi)      Choice of Law.  This Lease shall be governed by the laws of 
the State of California.

        (vii)  Attorneys'  Fees.  In the event any legal  action is  brought  to
enforce or interpret the provisions of this Lease,  the prevailing party therein
shall be  entitled  to  recover  all costs  and  expenses  including  reasonable
attorneys' fees.

        (viii) Entire  Agreement.  This Lease  supersedes any prior  agreements,
representations,   negotiations  or  correspondence  between  the  parties,  and
contains  the entire  agreement  of the  parties on  matters  covered.  No other
agreement,  statement  or promise  made by any party that is not in writing  and
signed by all parties to this Lease shall be binding.

        (ix)  Warranty of Authority.  Each person  executing  this  agreement on
behalf  of a party  represents  and  warrants  that (1) such  person is duly and
validly  authorized to do so on behalf of the entity it purports to so bind, and
(2)  if  such  party  is  a  partnership,  corporation  or  trustee,  that  such
partnership,  corporation  or trustee has full right and authority to enter into
this Lease and perform all of its obligations hereunder.

        (x) Notices. All notices and demands required or permitted to be sent to
Lessor or Lessee  shall be in writing and shall be sent by United  States  mail,
certified and postage prepaid,  or by personal delivery or by overnight courier,
addressed to Lessor at 30 Executive Park, Suite 100, Irvine,  California  92714,
or to Lessee at the Premises, or to such other place as such party may designate
in a notice to the other party given as provided herein.  Notice shall be deemed
given upon the earlier of actual  receipt or the third day following  deposit in
the United States mail.

        (xi) Joint and  Several.  If Lessee  consists of more than one person or
entity,  the  obligations  of all such  persons or  entities  shall be joint and
several.

        (xii)     Covenants and Conditions.  Each provision to be performed by 
Lessee hereunder shall be deemed to be both a covenant and a condition.

        (xiii) Waiver of Jury Trial. The parties hereto shall and they hereby do
waive trial by jury in any action,  proceeding or counterclaim brought by either
of the parties hereto against the other on any matters whatsoever arising out of
or in any way  related to this  Lease,  the  relationship  of Lessor and Lessee,
Lessee's use or occupancy of the Premises,  the Building or the Park, and/or any
claim of injury, loss or damage.

        (xiv)  Counterclaims.  In the event Lessor commences any proceedings for
nonpayment of Rent, or any other sums or amounts due hereunder, Lessee shall not
interpose  any  counterclaim  of  whatever  nature  or  description  in any such
proceedings,  provided,  however,  nothing  contained  herein shall be deemed or
construed  as a waiver  of the  Lessee's  right to  assert  such  claims  in any
separate action brought by Lessee or the right to offset the amount of any final
judgment owed by Lessor to Lessee.

32.  Signs:  All signs and graphics of every kind visible in or from public view
or corridors or the exterior of the Premises  shall be subject to Lessor's prior
written  approval  and shall be subject  to any  applicable  governmental  laws,
ordinances, and regulations and in compliance with Lessor's Sign Criteria as set
forth in Exhibit E hereto and made a part  hereof.  Lessee shall remove all such
signs and graphics prior to the  termination of this Lease.  Such  installations
and removals  shall be made in a manner as to avoid damage or  defacement of the
Premises;  and Lessee shall repair any damage or defacement,  including  without
limitation,  discoloration caused by such installation or removal.  Lessor shall
have the right, at its option,  to deduct from the Security Deposit such sums as
are reasonably  necessary to remove such signs,  including,  but not limited to,
the costs and expenses associated with any repairs necessitated by such removal.
Notwithstanding  the  foregoing,  in no event shall any:  (a) neon,  flashing or
moving  sign(s) or (b) sign(s) which shall  interfere with the visibility of any
sign,
<PAGE>
awning,  canopy,  advertising  matter,  or  decoration  of any kind of any other
business or occupant of the Building or the Park be permitted hereunder.  Lessee
further agrees to maintain any such sign, awning,  canopy,  advertising  matter,
lettering,  decoration  or other thing as may be approved in good  condition and
repair at all times.

33.  Mortgagee  Protection:  Upon any  breach or  default on the part of Lessor,
Lessee  will  give  written  notice  by  registered  or  certified  mail  to any
beneficiary of a deed of trust or mortgagee of a mortgage  covering the Premises
who has provided  Lessee with notice of their interest  together with an address
for receiving notice, and shall offer such beneficiary or mortgagee a reasonable
opportunity  to cure the default  (which,  in no event shall be more than ninety
(90) days), including time to obtain possession of the Premises by power of sale
or a judicial  foreclosure,  if such should prove necessary to effect a cure. If
such  breach or  default  cannot be cured  within  such time  period,  then such
additional  time as may be  necessary  will be  given  to  such  beneficiary  or
mortgagee  to effect  such cure so long as such  beneficiary  or  mortgagee  has
commenced  the cure within the original  time period and  thereafter  diligently
pursues  such  cure to  completion,  in which  event  this  Lease  shall  not be
terminated while such cure is being diligently pursued.  Lessee agrees that each
lender to whom this Lease has been  assigned by Lessor is an express third party
beneficiary  hereof.  Lessee shall not make any prepayment of Rent more than one
(1) month in advance  without  the prior  written  consent of each such  lender,
except if Lessee is  required  to make  quarterly  payments  of Rent in  advance
pursuant to the provisions of Paragraph 8 above. Lessee waives the collection of
any deposit from such  lender(s) or any purchaser at a foreclosure  sale of such
lender(s)'  deed of trust  unless the  lender(s)  or such  purchaser  shall have
actually  received  and not  refunded  the  deposit.  Lessee  agrees to make all
payments  under this Lease to the lender with the most senior  encumbrance  upon
receiving a direction,  in writing,  to pay said amounts to such lender.  Lessee
shall comply with such written direction to pay without  determining  whether an
event of default exists under such lender's loan to Lessor.

34.  Quitclaim:  Upon any termination of this Lease,  Lessee shall, at Lessor's
 request,  execute,  have  acknowledged  and  deliver  to Lessor a  quitclaim 
deed of Lessee's interest in and to the Premises.

35. Modifications for Lender: If, in connection with obtaining financing for the
Premises  or any portion  thereof,  Lessor's  lender  shall  request  reasonable
modification(s) to this Lease as a condition to such financing, Lessee shall not
unreasonably  withhold,  delay or  defer  its  consent  thereto,  provided  such
modifications  do not materially  adversely  affect Lessee's rights hereunder or
the use, occupancy or quiet enjoyment of Lessee hereunder.

36. Warranties of Lessee:  Lessee hereby warrants and represents to Lessor,  for
the  express  benefit  of Lessor,  that  Lessee has  undertaken  a complete  and
independent  evaluation of the risks inherent in the execution of this Lease and
the operation of the Premises for the use permitted hereby, and that, based upon
said  independent  evaluation,  Lessee has  elected to enter into this Lease and
hereby assumes all risks with respect  thereto.  Lessee hereby further  warrants
and represents to Lessor,  for the express  benefit of Lessor,  that in entering
into this Lease,  Lessee has not relied  upon any  statement,  fact,  promise or
representation  (whether  express or implied,  written or oral) not specifically
set  forth  herein  in  writing  and  that  any  statement,   fact,  promise  or
representation (whether express or implied, written or oral) made at any time to
Lessee, which is not expressly  incorporated herein in writing, is hereby waived
by Lessee.

37.  Compliance with Americans with  Disabilities  Act: Lessor and Lessee hereby
agree and  acknowledge  that the Premises,  the Building  and/or the Park may be
subject to the requirements of the Americans with  Disabilities Act (the "ADA"),
a federal law codified at 42 U.S.C. 12101 et seq, including,  but not limited to
Title III thereof,  all  regulations  and guidelines  related  thereto,  and any
amendments thereof. Any Tenant Improvements to be constructed hereunder shall be
in  compliance  with the  requirements  of the ADA,  and all costs  incurred for
purposes of compliance therewith shall be a part of and included in the costs of
the  Tenant   Improvements.   Lessee  is  responsible  for  conducting  its  own
independent  investigation  of this matter.  Except for the  construction of any
Tenant Improvements, for which Lessee shall be solely responsible for compliance
with the ADA,  if any  barrier  removal  work or other work is  required  to the
Building, the Common Area or the Park under Title III of the ADA, then such work
shall be performed by Lessor;  provided,  if such work is required under the ADA
as a result of Lessee's  use of the Premises or any work or  alteration  made to
the  Premises by or on behalf of Lessee,  then such work shall be  performed  by
Lessor at the sole cost and expense of Lessee.  Except as otherwise  provided in
this  provision,  Lessee shall be  responsible  at its sole cost and expense for
fully and faithfully complying with all applicable requirements of the ADA.

38. Brokerage  Commission:  Lessee hereby represents and warrants to Lessor
that Lessee's  sole contact with Lessor or with the Premises in connection  with
this Lease has been  directly  with  Lessor and the Broker (as set forth on Page
1),  and  that no  other  broker  or  finder  can  properly  claim a right  to a
commission or a finder's fee
<PAGE>
based upon  contacts  between the claimant and Lessee.  Lessee shall  indemnify,
defend by counsel  acceptable to Lessor,  protect and hold Lessor  harmless from
and against any loss, liability, suit, judgment, cost or expense, including, but
not limited to, experts' and attorneys' fees and costs, arising from or relating
to any claim for a fee or commission by any broker or finder in connection  with
the Premises and this Lease other than Broker, if any.








IN WITNESS  WHEREOF,  this Lease is executed on the date and year first  written
above.


LESSOR:

AETNA LIFE INSURANCE COMPANY ,
A CONNECTICUT CORPORATION

By:     Allegis Realty Investors, LLC
        Its Investment Advisor

        By:      
                  /s/ CYNTHIA STEVENIN
                  Cynthia Stevenin, Vice President


LESSEE:

WONDERWARE CORPORATION,
A DELAWARE CORPORATION

By:     ___________________________________

Title:  ___________________________________

Date:   ___________________________________


By:     ___________________________________

Tile:   ___________________________________

Date:   ___________________________________