Exhibit 10.39

                            THIRD AMENDMENT TO LEASE


I.   PARTIES AND DATE.

     This Third  Amendment to Lease (the "Third  Amendment")  dated November 14,
     1996,  is by  and  between  THE  IRVINE  COMPANY,  a  Michigan  corporation
     ("Landlord"),  and ADVANCED LOGIC  RESEARCH,  INC., a Delaware  corporation
     ("Tenant").

II.  RECITALS.

     On August 21, 1989, Landlord and Tenant entered into a lease, as amended by
     a First Amendment to Lease dated August 17, 1993, and by a Second Amendment
     to Lease dated  April 15, 1994 (as  amended,  the  "Lease")  for space in a
     building located at 9700 Jeronimo Road, Irvine, California ("Premises").

     Landlord  and  Tenant  each  desire to modify the Lease to extend the Lease
     Term, adjust the Monthly Rent, and make such other modifications as are set
     forth in "III. MODIFICATIONS" next below.

III.     MODIFICATIONS.

     A. Basic Lease Provisions. The Basic Lease Provisions are hereby amended as
     follows:

     1.  thereof:  Item I is hereby  deleted in its entirety  and the  following
     shall be substituted in lieu

     "1. Address of Landlord:


       With a copy of notices to:
             Insignia Commercial Group, Inc.
             One Technology Drive, Suite F-207
             Irvine, CA 92618
             Irvine Industrial Company
             P.O. Box 6370
             Newport Beach, CA 92658-6370
             Attn: Vice President, Industrial Operations

     2. Item 4 is hereby  deleted in its  entirety  and the  following  shall be
     substituted in lieu thereof

            "4. Tenant's Contact: Vic Sial Telephone (714) 581-6770

     3.  thereof:  Item 8 is hereby  deleted in its entirety  and the  following
     shall be substituted in lieu

            "8. Term: the Term of this Lease shall expire at midnight on
                June 30, 1999."

     4.  Effective as of July 17, 1996,  Item 9 shall be deleted in its entirety
     and the following shall be substituted in lieu thereof:

<PAGE>
            "9.  Monthly  Rent:  $20,802.00  per  month,  based  on $.52  per
               rentable square foot.

                    Monthly  Rent is  subject  to  adjustment  as  follows:  The
                    Monthly  Rent  shall be  increased,  as of July 1, 1998 (the
                    "Rental  Adjustment Date"), by the percentage  increase,  if
                    any, in the United  States  Department  of Labor,  Bureau of
                    Labor  Statistics,   Consumer  Price  Index  for  all  Urban
                    Consumers,  Los Angeles-Anaheim  Riverside Area Average, all
                    items  (1982-84=100) (the "Index").  The adjustment shall be
                    calculated  by comparing  the Index  published for the third
                    month  preceding the Rental  Adjustment  Date with the Index
                    published  for April,  1997,  and the  Monthly  Rent then in
                    effect shall be  increased  by the amount of the  percentage
                    increase,  if any, between those published Index amounts. In
                    no event shall the Monthly Rent be reduced by reason of such
                    computation.  If at the  Rental  Adjustment  Date the  Index
                    shall not exist,  Landlord may substitute another reasonable
                    index published by any governmental  agency.  Landlord shall
                    use diligent  efforts to calculate and give Tenant notice of
                    any such  increase in the Monthly Rent on or near the Rental
                    Adjustment  Date,  and  Tenant  shall  commence  to pay  the
                    increased  Monthly Rent  effective on the Rental  Adjustment
                    Date.  In the event  Landlord is unable to deliver to Tenant
                    the notice of the  increased  Monthly Rent at least five (5)
                    days  prior to the  Rental  Adjustment  Date,  Tenant  shall
                    commence to pay the increased  Monthly Rent on the first day
                    of the month  following  the  delivery  of such  notice (the
                    "Payment Date"),  provided  Landlord1s notice has been given
                    at least five (5) days in  advance.  Tenant  shall also pay,
                    together  with the first  payment of the  increased  Monthly
                    Rent, an amount  determined by multiplying the amount of the
                    increase  in Monthly  Rent  times the number of months  that
                    have  elapsed  between  the Rental  Adjustment  Date and the
                    Payment Date."



IV.      GENERAL.

     A. Effect of  Amendments.  The Lease shall  remain in full force and effect
     except to the extent that it is modified by this Amendment.

     B. Entire  Agreement.  This  Amendment  embodies  the entire  understanding
     between Landlord and Tenant with respect to the  modifications set forth in
     "III.  MODIFICATIONS"  above and can be changed only by a writing signed by
     Landlord and Tenant.

     C.  Counterparts.  If this Amendment is executed in  counterparts,  each is
     hereby declared to be an original;  all, however,  shall constitute but one
     and the same  amendment.  In any action or  proceeding,  any  photographic,
     photostatic,  or  other  copy  of this  Amendment  may be  introduced  into
     evidence without foundation.

     D. Defined Terms. All words commencing with initial capital letters in this
     Amendment  and  defined in the Lease  shall  have the same  meaning in this
     Amendment  as in the  Lease,  unless  they are  otherwise  defined  in this
     amendment


     

<PAGE>

     E.  Corporate and  partnership  Authority.  If Tenant is a  corporation  or
     partnership,  or is  comprised of either or both of them,  each  individual
     executing this Amendment for the corporation or partnership represents that
     he or she is duly  authorized  to execute and  deliver  this  Amendment  on
     behalf of the corporation or partnership and that this Amendment is binding
     upon the corporation or partnership in accordance with its terms.

     F.  Attorneys'  Fees.  The  provisions of the Lease  respecting  payment of
     attorneys' fees shall also apply to this Amendment.

V.       EXECUTION.

     Landlord and Tenant executed this Amendment on the date as set forth in "I.
     PARTIES AND DATE." above.

LANDLORD:                                      TENANT:

THE IRVINE COMPANY,                            ADVANCED LOGIC RESEARCH, INC.
a Michigan corporation                         a Delaware corporation

Clarence W. Baker, President                   Ron Sipkovich
Irvine Industrial Company, a                   VP Finance, CFO
division of The Irvine Company