LEASE
                            -----

                    TABLE  OF  CONTENTS
                    -------------------


                                                             Page
                                                             ----

         1.  Premises ---------------------------------------   1
         2.  Term and Delivery of Possession ----------------   1
         3.  Rent -------------------------------------------   2
         4.  Security Deposit -------------------------------   3
         5.  Taxes ------------------------------------------   4
         6.  Use --------------------------------------------   5
         7.  Direct Operating Expenses ----------------------   5
         8.  Maintenance and Repairs ------------------------   7
         9.  Alterations ------------------------------------   7
        10.  Mechanics' Liens -------------------------------   9
        11.  Utilities --------------------------------------   9
        12.  Indemnity --------------------------------------   9
        13.  Waiver of Claims -------------------------------   9
        14.  Insurance --------------------------------------  10
        15.  Damage or Destruction --------------------------  12
        16.  Condemnation -----------------------------------  13
        17.  Assignment and Subletting ----------------------  14
        18.  Default by Tenant ------------------------------  15
        19.  Default by Landlord ----------------------------  18
        20.  Advertisements and Signs -----------------------  19
        21.  Entry by Landlord ------------------------------  19
        22.  Subordination and Attornment -------------------  19
        23.  Estoppel Certificates and Financial Statements -  20
        24.  Notices ----------------------------------------  20
        25.  Waiver -----------------------------------------  20
        26.  No Accord and Satisfaction ---------------------  20


<PAGE>
        27.  Attorneys' Fees --------------------------------  21
        28.  Surrender --------------------------------------  21
        29.  Holding Over -----------------------------------  21
        30.  Transfer of Premises by Landlord ---------------  21
        31.  Rules and Regulations of Building --------------  22
        32.  General Provisions -----------------------------  22


EXHIBITS
--------

     Exhibit  "A"     -     Premises


<PAGE>
                                      LEASE
                                      -----


     This Lease, dated January 10, 1986 for reference purposes only, is made and
                       -----------
entered  into  by  and  between  Creekside  Industrial Associates, a partnership
                                 --------------------------------    -----------
("Landlord"), whose address is Creekside Industrial Associates, c/o Hockey Meier
                               -------------------------------------------------
Company,  55  Middlefield Road, #140, Menlo Park, CA 94025, and I. C. Sensors, a
----------------------------------------------------------      -------------
California  Corporation  ("Tenant"), whose present address is 430 Persian Drive,
-----------------------                                       ------------------
Sunnyvale, CA 94086, but from and after the Commencement Date (as defined below)
-------------------
shall  be  the  address  of  the  premises,  which  is  1701 McCarthy Boulevard,
                                                        ------------------------
Milpitas,  CA  94035.
--------------------------------------------------------------------------------

     Landlord  and  Tenant  agree to the terms, covenants and conditions of this
Lease,  as  follows:

     1.     Premises.  Landlord hereby leases to Tenant and Tenant hereby leases
            --------
from  Landlord  for  the  term,  at the rental, and upon all of the other terms,
covenants  and  conditions  set forth herein, all of that property as referenced
                                              ----------------------------------
above  consisting  of  a  building  containing  approximately 33,922 square feet
--------------------------------------------------------------------------------
including  on  site  parking,  situated in the City of Milpitas, County of Santa
----------------------------                           --------            -----
Clara,  State  of  California,  shown  as  Exhibit  "A" attached hereto and more
-----
particularly  described  as  follows:

          PARCEL E as shown on the PARCEL MAP filed for record July 17, 1979, in
          Book  445  of  Maps,  at  pages 51 and 52, Santa Clara County Records.

     The  building  described  above  is  hereafter  called  the  "Building."

     The  portion  of  the Building, or the entire Building, as the case may be,
leased  by  Landlord  to  Tenant  is  hereafter  called  the  "premises."

     The  parcel  of  land  described  above, together with the Building and all
other  improvements  now  or  hereafter  located thereon is hereafter called the
"Project."

     The  portion  of  the  parcel of  land  described  above not covered by the
Building  is  hereafter  called  the  "Outside  Areas."

     Tenant's  Share  as  used  in this Lease means that percentage of the total
number  of  square  feet of leasable space in the Building which is contained in
the  premises,  which  the  parties  agree  is  one  hundred  percent  (100%).
                                                ------------            ----

     2.     Term  and  Delivery  of  Possession.
            -----------------------------------

          2.1  Term.  The  term  of  this  Lease  shall be for sixty months (60)
               -----                                           ------------  --
months,  commencing  on  2/1/86 (the "Commencement Date"), and ending on 1/31/91
                        -------                                          -------
(the  "Expiration  Date"),  unless  sooner terminated pursuant to the provisions
hereof.

          2.2  Delay  in  Delivery  of  Possession.  Notwithstanding  the
               -----------------------------------
Commencement  Date  set forth in Paragraph 2.1 above, if for any reason Landlord
fails  to  deliver  possession  of the premises to Tenant on said date, Landlord
shall  not  be


                                       1.
<PAGE>
liable  to  Tenant  therefor, nor shall failure extend the term hereof or affect
the validity of this Lease or the obligations of Tenant hereunder, except as set
forth  below,  in the event of any delay in delivery of possession, Tenant shall
not  be  obligated  to pay rent or to perform any of its other obligations under
this  Lease,  except for payment of the security deposit pursuant to Paragraph 5
below,  until  possession  of  the  premises is delivered to Tenant.  Subject to
Paragraph  32.14,  if  Landlord  has not delivered possession of the premises to
Tenant  within  ninety  (90)  days  after  the Commencement Date, Tenant may, by
written  notice to Landlord within five (5) days after expiration of said ninety
(90)  day  period,  terminate  this  Lease,  in which event the parties shall be
released  from  all  further  obligations  hereunder.

     2.3  has  been  omitted.




          2.4  Early  Entry.  If  Tenant  is permitted by Landlord to occupy the
               ------------
premises  prior  to the Commencement Date for the purpose of installing fixtures
or  for  any other purpose permitted by Landlord, such entry shall be subject to
all  of  the  terms and provisions hereof, except for the obligation to pay rent
which  shall  commence  on  the  Commencement  Date.

     3.     Rent.
            -----

          3.1  Initial  Base  Rent.  Tenant  shall  pay  to  Landlord  for  each
               -------------------
calendar  month  of  the term of this Lease, monthly base rent (hereafter called
"Base  Rent"),  in  installments  as  follows:

No  rent  shall  be  due for the period February 1, 1986, through July 31, 1986;
and,

$16,961     on  the  first  day  of  each and every month, in advance, beginning
            August  1,  1986,  and  ending  January  31,  1987;  and,

$22,728     on  the  first  day  of  each and every month, in advance, beginning
            February  1,  1987,  and  ending  January  31,  1988;  and,

$24,464     on  the  first  day  of  each and every month, in advance, beginning
            February  1,  1988,  and  ending  January  31,  1989;  and,

$33,922     on  the  first  day  of  each and every month, in advance, beginning
            February  1,  1989,  and  ending  January  31,  1990;  and,

$35,618     on  the  first  day  of  each and every month, in advance, beginning
            February  1,  1990,  and  ending  January  31,  1991.


                                       2.
<PAGE>
          3.2  has  been  omitted.




          3.3     Manner  of  Payment.  Tenant  shall  pay  to Landlord the rent
                  -------------------
calculated  as  set  forth  above  without  deduction, offset, or abatement, and
without  prior  notice  or  demand, in advance on the first day of each calendar
month  of  the term of this Lease.  Rent shall be payable in lawful money of the
United  States to Landlord at the address stated in Paragraph 1 above or to such
other  persons  or  at  such  other  places  as  Landlord  may from time to time
designate  in  writing.  Tenant's  obligation  to pay rent for any partial month
shall  be  pro  rated  on  the  basis  of  a  thirty  (30)  day  month.

          3.4     Late  Payment Charge.  If any installment of rent or any other
                  --------------------
sum  due  from Tenant is not received by Landlord within ten (10) days after the
due  date,  Tenant shall pay to Landlord an additional sum equal to five percent
(5%)  of  the  amount  overdue as a late charge for every thirty (30) day period
that  the  rent  or  other  sum  remains  unpaid.

     4.     Security  Deposit.  Upon  execution  of  this  Lease,  Tenant  shall
            ------------------
deposit with  Landlord in cash the sum of Ten Thousand Dollars ($10,000.00) (the
                                          --------------------  ----------
"Deposit")  as  security  for  the  faithful performance by Tenant of all of its
obligations  hereunder.  If  Tenant  fails  to  pay  rent  or any other sums due
hereunder,  or  otherwise  defaults with respect to any provision of this Lease,
Landlord  may  use,  apply,  or retain all or any portion of the Deposit for the
payment  of  any rent or other sum in default, or to compensate Landlord for the
payment  of any other sum which Landlord may become obligated to spend by reason
of  Tenant's  default,  or  to compensate Landlord for any expenditures, loss or
damage  which Landlord may suffer thereby. If Landlord so uses or applies all or
any  portion  of  the  Deposit,  Tenant shall within ten (10) days after written
demand  therefor  deposit  with Landlord an amount in cash sufficient to restore
the  Deposit  to  the  full  amount  hereinabove  stated.  Landlord shall not be
required  to keep the Deposit separate from its general funds. The Deposit, less
any  portion  thereof  which  Landlord is entitled to retain, shall be returned,
without  payment  of  interest,  to  Tenant (or at Landlord's option to the last
assignee,  if any, of Tenant's interest hereunder) within thirty (30) days after
the  later  of  the  expiration  of the term hereof, or the date on which Tenant
vacates  the  premises.


                                       3.
<PAGE>
     5.     Taxes.
            ------

          5.1     Tenant's  Personal Property.  Tenant shall pay directly to the
                  ----------------------------
charging  authority  prior  to delinquency all taxes assessed against and levied
upon Tenant's leasehold improvements, trade fixtures, furnishings, equipment and
all  other  personal property and merchandise of Tenant situated in or about the
premises.

          5.2    Real Property Taxes.
                 -------------------

               (a)  Commencing  February  1,  1986 Tenant  shall pay to Landlord
Tenant's  Share  of  all  Real Property Taxes (as hereafter defined) levied with
respect to the Project.  Tenant shall pay to Landlord all Real Property Taxes on
or  before  the  alter of (1) ten (10) days prior to delinquency thereof, or (2)
the  date  on  which  Tenant receives a copy of the tax bill or other reasonable
evidence  of the amount Real Property Taxes due and payable by Tenant hereunder.

               (b)  The term "Real Property Taxes" as used herein shall mean (i)
all  taxes,  assessments,  levies,  and  other  charges  of  any  kind or nature
whatsoever,  general  and  special,  foreseen  and  unforeseen  (including  all
installments  of  principal  and  interest  required  to  pay for any general or
special  assessments  for  public  improvements,  services,  or benefits and any
increases  resulting  from  reassessments caused by any change in ownership, new
construction,  or  change  in  valuation),  now  or  hereafter  imposed  by  any
governmental  or  quasi-governmental  authority  or  special district having the
direct  or  indirect  power  to  tax  or  levy  assessments, which are levied or
assessed  against  or  with  respect  to  (a) the value, occupancy or use of the
Project  (as  now  constructed or as may at any time hereinafter be constructed,
altered,  or  otherwise changed), (b) the fixtures, equipment, and other real or
personal  property of Landlord that are an integral part of the Project, (c) the
gross  receipts,  income,  and  rentals  from the Project, or (d) the use of the
Outside Areas, public utilities, or energy within the Project; (ii) all charges,
levies  or  fees  imposed  by  reason  of  environmental  regulation  or  other
governmental  control  of  the  Project;  (iii)  new excise, transaction, sales,
privilege  or  other  tax  now or hereafter imposed upon Landlord as a result of
this  Lease; and (iv) all costs and fees (including attorneys' fees) incurred by
Landlord  in  contesting  any Real Property Taxes and in negotiating with public
authorities  as to any Real Property Taxes. If at any time during the lease term
the taxation or assessment of the Project prevailing as of the Commencement Date
shall  be  altered  so that in lieu of or in addition to any Real Property Taxes
described above there shall be levied, assessed or imposed (whether by reason of
a  change  in  the  method  of  taxation or assessment, creation of a new tax or
charge,  or  any  other  cause)  an  alternate, substitute, or additional tax or
charge (i) on the value, use or occupancy of the Project, (ii) on or measured by
the  gross  receipts,  income,  or  rentals  from  the Project, or on Landlord's
business of leasing the Project, or (iii) computed in any manner with respect to
the  operation  of the Project, then any such tax or charge, however designated,
shall  be  included  within  the  meaning  of the term "Real Property Taxes" for
purposes  of the Lease. If any Real Property Tax is based upon property or rents
unrelated  to the Project, then only that part of such Real Property Tax that is
fairly allocable to the Project shall be included within the meaning of the term
"Real  Property  Taxes."  Notwithstanding the foregoing, the term "Real Property
Taxes"  shall not include estate, inheritance, transfer, gift or franchise taxes
of  Landlord or the federal or state net income tax imposed on Landlord's income
from  all  sources.

               (c)  Tenant's  liability  to  pay  Real  Property  Taxes shall be
prorated on the basis of a 365-day year to account for any fractional portion of
a  fiscal  tax year included in the Lease term at the commencement or expiration
of  the  term.


                                       4.
<PAGE>

               (d)  If  Landlord's  lender  requires  Landlord to pay any or all
Taxes into an impound account on a periodic basis during the term of this Lease,
Tenant,  on notice from Landlord indicating this requirement, shall pay a sum of
money  toward  its liability under Paragraph 5.2 to Landlord on a periodic basis
in  accordance  with  the  lender's  requirements.

     6.     Use.
            ----

          6.1     Permitted  Uses.  The premises shall be used and occupied only
                  ----------------
for  the  following  purposes:  a business engaged in the research, development,
                                ------------------------------------------------
manufacture,  service,  marketing  and  sales  of electronic devices and related
--------------------------------------------------------------------------------
products  and for any lawful purpose incidental thereto, and for no other use or
--------
purpose  without  Landlord's  prior  written  consent.

          6.2     Compliance  with  Law.
                  ----------------------

               (a)  Landlord warrants to Tenant that as of the Commencement Date
the  premises  do  not  violate  any  applicable  building  code,  regulation or
ordinance.

               (b)  Except  as provided in Paragraph 6.2(a), Tenant shall accept
possession of the premises "as is" in their condition existing as of the date of
Landlord's  delivery  of possession thereof to Tenant, subject to all applicable
laws,  ordinances,  codes,  rules,  orders, directions and regulations of lawful
governmental  authority regulating the use or occupancy of the premises, and all
matters  disclosed  by  any  exhibits  attached  hereto  (collectively  called
"regulations").  Tenant,  at  Tenant's  sole expense, shall promptly comply with
all  such  regulations  as  may  now  or  hereafter  be in effect relating to or
affecting  the  condition,  use or occupancy of the premises, except that Tenant
shall  not  be  required  to make changes to structural elements of the premises
which  are  not  directly  affected  by  Tenant's  improvements to or use of the
premises.

          6.3     Restrictions  on  Use.  Tenant shall not use or permit the use
                  ----------------------
of  the premises in any manner that will tend to create waste on the premises or
constitute  a  nuisance  to  any  other  occupant or user of the Building or any
adjoining  building.  Tenant  shall  not  use  any apparatus, machinery or other
equipment in or about the premises that may cause substantial noise or vibration
or  overload  existing  electrical systems, or otherwise place any unusual loads
upon  the  floors,  walls  or  ceilings  of  the premises which may overload the
premises  or  jeopardize  the  structural  integrity of the Building or any part
thereof.  Tenant  shall not make any penetrations of the roof or exterior of the
Building  without  the  prior  written  approval  of  Landlord.  No materials or
articles  of  any  nature  shall be stored upon any portion of the Outside Areas
unless  located within an enclosure approved by Landlord. Tenant shall not cause
or  permit  any  toxic  wastes  or  by-products or other harmful chemicals to be
discharged  into  the plumbing or sewage system of the Building or onto the land
underlying or adjacent to the Building. Tenant shall neutralize, by filtering or
otherwise,  all  acidic,  oily  or  otherwise toxic fumes or wastes generated by
tenant's  activities  on  the  premises.

          6.4  has  been  omitted.



     7.     Direct  Operating  Expenses.
            ----------------------------

          7.1     Landlord  to  Maintain  and  Control  Outside Areas.  Landlord
                  ---------------------------------------------------
shall  maintain the Outside Areas, together with all facilities and improvements
now  or


                                       5.
<PAGE>
hereafter  located  thereon,  and together with all street improvements or other
improvements  adjacent  thereto  as  may  be  required  from  time  to  time  by
governmental  authority.  The manner in which such areas shall be maintained and
the expenditures therefor shall be at the sole discretion of Landlord.  Landlord
shall  at  all  times have exclusive control of the Outside Areas and may at any
time  temporarily  close  any part thereof, may exclude and restrain anyone from
any  part  thereof  (except  the  bona fide customers, employees and invitees of
Tenant  who  use  the Outside Areas in accordance with the rules and regulations
that  Landlord  may  from  time to time promulgate), and Landlord may change the
configuration of the Outside Areas or the location of facilities thereon so long
as any such change by Landlord does not unreasonably interfere with Tenant's use
of  the  premises.  Landlord  shall  also be entitled to employ third parties to
operate  and maintain all or any part of such areas on such terms and conditions
as  Landlord  shall  in  its  sole  discretion  deem reasonable and proper.  The
surface  parking facilities shall be available for the automobiles of Tenant and
Tenant's  customers,  employees  and  invitees  on a non-assigned, non-exclusive
basis.  In  exercising  any such rights, Landlord shall make a reasonable effort
to  minimize  any  disruption  of  Tenant's  business.

          7.2     Tenant  to  Pay.  Tenant  shall  pay  Tenant's  Share  of such
                  ---------------
reasonable  costs  and  expenses  as  may  be  paid  or  incurred by Landlord in
maintaining,  operating  and repairing the Outside Areas and such adjacent areas
referred  to  in Paragraph 7.1 (hereinafter referred to as the "Direct Operating
Expenses")  during  the  term  of this lease.  The Direct Operating Expenses may
include,  without  limitation,  dues  payable  by Landlord for membership in any
property  owners association formed for the benefit of the Project, and the cost
of  labor,  materials,  supplies  and  service  used or consumed in maintaining,
operating and repairing the Outside Areas and such adjacent areas referred to in
Paragraph  8.1,  including  without  limitation,  the following: (a) landscaping
maintenance  and  replacement;  (b) cleaning and repairing concrete walkways and
patios;  (c)  sweeping  and  repairing  paved  parking  areas; (d) operating and
maintaining  the  parking and landscaping pole lighting, if any; (e) maintaining
all  directional  and  security signs; (f) furnishing water for landscaping; (g)
pest  control service (exterior only); (h) security patrol service (if any); and
(i)  rental  or  depreciation  on  maintenance  and  operating  machinery.

          7.3     Monthly  Payments.  Commencing  February  1, 1986 Tenant shall
                  -----------------
pay  to  Landlord on the first day of each calendar month during the twelve (12)
month  period immediately following the Commencement Date an amount estimated by
Landlord  to  be  one-twelfth of Tenant's Share of the Direct Operating Expenses
for  such  twelve  (12)  month  period.  Landlord  estimates that one-twelfth of
Tenant's  Share  of  the  Direct  Operating Expenses for the initial twelve (12)
month  period  will be Four Hundred Dollars ($400.00).  During each one (1) year
                       ------------------------------
period  after the initial year following the Commencement Date, Tenant shall pay
to  Landlord  on  the  first  day  of  each  calendar  month  thereof in advance
one-twelfth  of  Tenant's  Share  (to  the  nearest  $5.00) of the actual Direct
Operating  Expenses  for  the  one  (1)  year  period immediately prior thereto.
Within  sixty  (60)  days following the end of each calendar year Landlord shall
furnish  Tenant  a statement covering the calendar year and the payments made by
Tenant  with  respect  to  such  period  as  set forth in the Paragraph 7.3.  If
Tenant's  payments  for  said Direct Operating Expenses did not equal the actual
amount  of  said  Direct  Operating  Expenses,  Tenant shall pay to Landlord the
deficiency  within  ten  (10)  days  after  receipt  of such statement.  If said
payments  exceed  the  actual  Direct  Operating Expenses, Landlord shall either
credit  the  excess  against  payment  next thereafter to become due to Landlord
pursuant  to  this  Paragraph  7.3,  or refund the amount of the overpayments to
Tenant,  in  cash,  as Landlord shall elect.  Direct Operating Expenses shall be
prorated as of the Commencement Date and the Expiration Date (or the date of any
sooner  termination  of  the  term of this Lease ) to reflect the portion of the
calendar  year  occurring  within  the  lease  term.


                                       6.
<PAGE>
     8.     Maintenance  and  Repairs.
            --------------------------

          8.1     Tenant's  Obligations.  Except  as  provided  in  Paragraphs
                  ----------------------
6.2(a),  8.2,  15,  and  16, Tenant shall, at Tenant's expense, keep in good and
safe  condition, order and repair the premises and every part thereof, including
without  limitation,  all plumbing, heating, air conditioning, ventilating, fire
sprinklers,  electrical  and  lighting  facilities,  systems,  appliances,  and
equipment  within  the  premises; fixtures, interior walls, interior surfaces of
exterior  walls,  floors,  ceilings,  windows,  doors,  entrances,  all  glass
(including  plate  glass),  and  skylights  located  within the premises. Tenant
shall,  at Tenant's expense, maintain in full force at all times during the term
of  this  Lease  a  heating,  ventilating  and air conditioning ("HVAC") systems
preventive maintenance contract with a qualified service company satisfactory to
Landlord  covering  all HVAC systems servicing the premises, which shall provide
for  and  include  without  limitation  replacement  of  filters,  oiling  and
lubricating  of  machinery,  parts  replacement,  adjustment of drive belts, oil
changes,  weather  proofing  of  all exposed HVAC equipment and ducts, and other
preventive maintenance; provided, however, that Tenant shall have the benefit of
all  warranties  available  to Landlord regarding the equipment in said systems.
Said  contract  shall  call for periodic servicing no less than every sixty (60)
days. Tenant shall provide for the periodic washing of all such windows at least
once every ninety (90) days during the Lease term. Tenant shall furnish Landlord
with copies of all such service contracts, which shall provide that they may not
be  cancelled  or changed without at least thirty (30) days prior written notice
to  Landlord.  All  repairs required to be made by Tenant shall be made promptly
with  new  materials  of  like  kind and quality. If the repair work affects the
structural  parts of the Building, or if the estimate cost of any item of repair
exceeds  $1,000,  then  Tenant shall first obtain Landlord's written approval of
the  scope  of  work,  plans therefor, materials to be used, and the contractor.
Tenant  hereby  waives  the  benefit of any statute now or hereinafter in effect
which  would  otherwise  afford  Tenant  the right to make repairs at Landlord's
expense  or  to  terminate  this Lease because of Landlord's failure to keep the
premises  in  good  condition,  order and repair. Tenant specifically waives all
rights  it  may  have  under  Sections 1932(1), 1941, and 1942 of the California
Civil  Code,  and  any  similar  or  successor  statute  or  law.

          8.2     Landlord's  Obligations.  Landlord  shall,  at  Landlord's
                  -----------------------
expense,  keep  in  good condition, order and repair the foundation and exterior
walls  of the Building (excluding the interior of all walls and the exterior and
interior  of  all windows, doors, plate glass, and show cases), and the exterior
roof  of  the  Building (except that Tenant shall repair at Tenant's expense any
damage  caused  by Tenant's activities on the roof, including but not limited to
the  installation  of air conditioning equipment and/or duct work, or other roof
penetrations,  and  improper flashing or caulking, and any damage to exposed air
conditioning  equipment  and  duct-work  installed  by or for Tenant).  Landlord
shall  exercise  reasonable  diligence  in  performing  such  repairs as soon as
practicable.  However,  Landlord  shall have no obligation to make repairs under
this  Paragraph  8.2 until a reasonable time after Landlord's receipt of written
notice  from  the  Tenant  of  the  need  for such repairs.  Except as otherwise
specifically  provided herein, there shall be no abatement of rent or other sums
payable  by  Tenant  prior  to  or  during  any  repairs  by Tenant or Landlord.

     9.     Alterations.
            ------------

          9.1     Landlord's  Consent  Required.  Tenant  shall  not,  without
                  -----------------------------
Landlord's prior written consent, which shall not be unreasonably withheld, make
any alterations, improvements, additions, or utility installations (collectively


                                       7.
<PAGE>
called  "alterations")  in,  on  or about the premises, except for nonstructural
alterations  which in the aggregate do not exceed Ten Thousand Dollars ($10,000)
in  cost with written notification to Landlord describing said alternations.  As
used  in this Paragraph 9.1, the term "utility installation" means power panels,
wiring,  florescent  fixtures,  space  heaters,  conduits,  air conditioning and
plumbing.  Prior  to  construction  or installation of any alterations, Landlord
may  require  Tenant  to  provide  Landlord,  at  Tenant's  expense,  a lien and
completion  bond in an amount equal to one and one-half times the estimated cost
of such alterations, to insure Landlord against any liability for mechanic's and
materialmen's  liens and to insure completion of the work.  Should Tenant make
any  alterations  without  the  prior  written consent of Landlord, Tenant shall
immediately  remove  the  same  at  Tenant's  expense  upon  demand by Landlord.

          9.2     Plans and Permits.  Any alteration that Tenant shall desire to
                  -----------------
make  in  or about the premises and which requires the consent of Landlord shall
be  presented  to  Landlord  in  written  form, with proposed detailed plans and
specifications  therefor  prepared  at  Tenant's  sole  expense.  Any consent by
Landlord  thereto  shall  be deemed conditioned upon Tenant's acquisition of all
permits  required  to  make  such  alteration  from all appropriate governmental
agencies,  the furnishing of copies thereof to Landlord prior to commencement of
the  work, and the compliance by Tenant with all conditions of said permits in a
prompt and expeditious manner, all at Tenant's sole expense.  Upon completion of
any such alteration, Tenant, at Tenant's sole cost, shall immediately deliver to
Landlord  "as-built"  plans  and  specification  therefor.

          9.3     Construction  Work  Done  by  Tenant.  All  construction  work
                  ------------------------------------
required  or  permitted  to  be  done by Tenant shall be performed by a licensed
contractor  in  a  prompt,  diligent,  and good and workmanlike manner and shall
conform  in quality and design with the premises existing as of the Commencement
Date,  and  shall  not diminish the value of the Building. In addition, all such
construction work shall be performed in compliance with all applicable statutes,
ordinances,  regulations,  codes  and  orders  of  governmental  authorities and
insurers  of  the  premises.  Tenant or its agents shall secure all licenses and
permits  necessary  therefor.

          9.4     Roof  Repairs.  All installation of air conditioning equipment
                  -------------
and  duct  work  requiring penetration of the roof shall be properly flashed and
caulked.  And  electrical or refrigeration conduits or other piping or materials
installed  by  Tenant  in the Building shall be installed beneath the surface of
the  roof  (and  not  on  the  surface of the roof), and Tenant shall thereafter
repair  and  re-roof  the  affected portions of the roof surface.  Any equipment
placed by Tenant on the roof shall be elevated and supported by Tenant so as not
to  inhibit drainage or Landlord's repair of the roof pursuant to Paragraph 8.2.

          9.5     Title  to  Alterations.  Unless  Landlord requires the removal
                  ----------------------
thereof as set forth in Paragraphs 9.1 or 9.6, any alterations which may be made
on the premises, shall upon installation or construction thereof on the premises
become  the  property  of Landlord and shall remain upon and be surrendered with
the  premises at the expiration or sooner termination of the term of this Lease.
Without  limiting  the  generality  of  the  foregoing,  all  heating,  lighting
electrical  (including  all  wiring,  conduits,  main  and  subpanels),  air
conditioning,  partitioning,  drapery,  and carpet installations made by Tenant,
regardless  of  how affixed to the premises, together with all other alterations
that  have  become  an  integral  part  of the premises, shall be and become the
property  of Landlord upon installation, and shall not be deemed trade fixtures,
and  shall remain upon and be surrendered with the premises at the expiration or
sooner  termination  of  this  Lease.  Notwithstanding  the  provisions  of this
Paragraph  9.5,  Tenant's  furnishings, machinery and equipment, other than that
which is affixed to the premises, shall remain the property of Tenant and may be
removed by Tenant, provided Tenant at Tenant's expense immediately after removal
repairs  any  damage  to  the  premises  caused  thereby.


                                       8.
<PAGE>
          9.6    Removal of Alterations. Landlord may elect, by notice to Tenant
                 ----------------------
at  least  thirty  (30) days before expiration of the Lease term, or within five
(5)  days  after  sooner  termination  thereof,  to require Tenant to remove any
alterations  that Tenant has made to the premises and to restore the premises as
hereafter  provided.  If  Landlord so elects, Tenant shall, at its sole expense,
upon  expiration  of  the Lease term or within twenty (20) days after any sooner
termination  thereof, remove such alterations which were approved by Landlord on
the  condition  of subsequent removal at Landlord's election upon termination of
this  Lease,  repair  any damage occasioned thereby, and restore the premises to
the  condition  existing  as of the Commencement Date or such other condition as
may  reasonably  be  designated by Landlord in its election.  The obligations of
Tenant  set forth in this paragraph shall survive the termination of this Lease.

     10.     Mechanics'  Liens.  Tenant  shall pay when due all claims for labor
             -----------------
or  materials furnished or alleged to have been furnished to or for tenant at or
for use in the premises, which claims are or may be secured by any mechanics' or
materialman's  lien  against the premises or any interest therein.  Tenant shall
give Landlord notice of the date of commencement of any work in the premises not
less than ten (10) days prior thereto, and Landlord shall have the right to post
notices  of  non-responsibility  or  similar  notices  in  or on the premises in
connection  therewith.

     11.     Utilities.  Tenant  shall  pay  when  due  directly to the charging
             ---------
authority  all  charges  for  water, gas, electricity, telephone, refuse pickup,
janitorial  services, and all other utilities and services supplied or furnished
to  the premises during the term of this Lease, together with any taxes thereon.
In  no  event  shall Landlord be liable to Tenant for failure or interruption of
any  such  utilities  or  services,  unless  caused by the willful misconduct of
Landlord,  and no such failure or interruption shall entitle Tenant to terminate
this  Lease or to withhold rent or other sums due hereunder.  Landlord shall not
be  responsible  for  providing security guards or other security protection for
all  or any portion of the premises, and Tenant shall at its own expense provide
or  obtain such security services as Tenant shall desire to insure the safety of
the  premises.

     12.     Indemnity.  Tenant  hereby  indemnifies Landlord and holds Landlord
             ---------
harmless  from  and  against  any  and  all  claims for damage, loss, expense or
liability  due  to, but not limited to, bodily injury, including death resulting
at any time therefrom, and/or property damage, now or hereafter arising from any
act,  work  or things done or permitted to be done or otherwise suffered, or any
omission  in  or  about  the  premises,  by Tenant or by any of Tenant's agents,
employees,  contractors, or invitees, or from any breach or default by Tenant in
the  performance  of  any obligation on the part of Tenant to be performed under
the  terms  of  this  Lease,  except to the extent such damage, loss, expense or
liability  is  caused by the sole and active negligence or willful misconduct of
Landlord  or  its employees or agents. Tenant shall also indemnify Landlord from
and  against all damage, loss, expense (including without limitation, attorneys'
fees),  and  liability  incurred  or  suffered  by Landlord in the defense of or
arising  out  of  or  resulting  from any such claim or any action or proceeding
brought  thereon. In the event any action or proceeding shall be brought against
Landlord  by  reason  of  any such claim, Tenant upon notice from Landlord shall
defend  the  same  at  Tenant's  expense  by  counsel reasonably satisfactory to
Landlord.  The  obligations  of Tenant contained in this paragraph shall survive
the  termination  of  this  Lease.

     13.     Waiver of Claims.  Tenant hereby waives any claims against Landlord
             ----------------
for  injury to Tenant's business or ay loss of income therefrom or for damage to
the  goods,  wares,  merchandise  or  other property of Tenant, or for injury or
death  of  Tenant's agents, employees, invitees, or any other person in or about
the  premises  from any cause whatsoever, regardless of whether the same results
from  conditions existing upon the premises or from other sources or places, and


                                       9.
<PAGE>
regardless  of  whether  the  cause  of  such  damage  or injury or the means of
repairing  the  same  is  inaccessible  to  Tenant.

     14.     Insurance.
             ----------

          14.1     Tenant's  Liability  Insurance.  Tenant  shall,  at  Tenant's
                   ------------------------------
expense,  obtain  and  keep  in  force during the term of this Lease a policy of
comprehensive  public  liability  insurance insuring Landlord and Tenant against
any liability arising out of the condition, use, occupancy or maintenance of the
premises.  Such  policy of insurance shall have a combined single limit for both
bodily  injury  and  property  damage  in  an amount not less than Three Million
Dollars ($3,000,000).  The policy shall contain cross liability endorsements and
shall  insure performance by tenant of the indemnity provisions of Paragraph 12.
The  limits  of said insurance shall not, however, limit the liability of Tenant
hereunder.  Not  more  frequently  than  once  each  calendar  year  if,  in the
reasonable  opinion  of  Landlord,  the  amount  of liability insurance required
hereunder  is  not  adequate,  Tenant  shall increase said insurance coverage as
reasonable  required  by  Landlord;  provided  that,  in no event shall any such
increase  result  in  an  increase in the premium therefor of greater than fifty
percent (50%) of the amount of the premium during the preceding year of the term
of  this  Lease.  The  failure  of  Landlord to require any additional insurance
coverage  at  any  time  shall not relieve Tenant from the obligation to provide
increased  coverage  at  any  later  time  or  relieve  Tenant  from  any  other
obligations  under  this  Lease.

          14.2     Landlord's  Liability  Insurance.  Landlord  may  maintain  a
                   ---------------------------------
policy  or  policies  of  comprehensive  general  liability  insurance  insuring
Landlord  (and  such  other  persons  as  may be designated by Landlord) against
liability  for  personal  injury,  bodily injury or death and damage to property
occurring  or  resulting  form an occurrence in, on, or about the Project with a
combined  single  limit  of not less than Three Million Dollars ($3,000,000), or
such  greater coverage as Landlord may from time to time determine is reasonably
necessary  for  his  protection.

          14.3     Property  Insurance.
                   --------------------

               (a)  Landlord  shall  obtain and keep in force during the term of
this  Lease  a  policy  or  policies of insurance covering loss or damage to the
Project,  but  excluding  coverage  of  merchandise,  fixtures,  equipment  and
leasehold  improvements  of  Tenant  which  are  not considered part of the real
estate  for  insurance  purposes,  in  the  amount of the full replacement value
thereof,  providing  protection  against  all  perils  included  within  the
classification  of  fire,  extended  coverage,  vandalism,  malicious  mischief,
special  extended perils (all risk), including boiler and machinery coverage and
an  inflation  endorsement,  and  at Landlord's option flood and earthquake.  In
addition,  Landlord  shall  obtain  and  keep  in force, during the term of this
Lease,  a  policy  of  rental  loss  insurance  covering  a  period of one year,
commencing  on  the  date  of  loss,  with  proceeds  payable to Landlord, which
insurance  may  also  cover  all  Taxes,  Direct  Operating  Expenses, insurance
premiums,  and  other  sums  payable  by  Tenant  to Landlord hereunder for said
period.  The  insurance  coverage may include sprinkler leakage insurance if the
Building contains fire sprinklers.  Tenant shall have no interest in or right to
the  proceeds  of  any  such  insurance  carried  by  Landlord.

               (b)  Tenant  shall,  at Tenant's sole expense, obtain and keep in
force  during  the  term  of  this Lease, a policy of fire and extended coverage
insurance  including  a standard "all risk" endorsement, and a sprinkler leakage
endorsement  (if  the  premises  shall  be sprinklered), insuring the inventory,
fixtures,  equipment,  personal  property,  and  leasehold  improvements  and
alterations  of  Tenant  within  the  premises  for  the  full replacement value
thereof,  as  the


                                       10.
<PAGE>
same may increase from time to time due to inflation or otherwise.  The proceeds
from  any  of  such policies shall be used for the repair or replacement of such
items  so  insured  and  Landlord shall have no interest in the proceeds of such
insurance.

          14.4     Payment.  Commencing  February  1,  1986  Tenant shall pay to
                   --------
Landlord,  during  the  term  hereof,  as additional rent, Tenant's Share of the
premiums  for the insurance obtained by Landlord pursuant to Paragraphs 14.2 and
14.3(a).  Notwithstanding the foregoing, Landlord may obtain liability insurance
and  property  insurance  for  the  Project  separately,  or together with other
buildings  and  improvements under blanket policies of insurance.  In the latter
case  Tenant  shall  be  liable  for  only such portion of the premiums for such
blanket  policies  as are allocable to the premises, as reasonably determined by
the  insurer  or  Landlord.  Tenant  shall  pay such premiums to Landlord within
thirty  (30)  days after receipt by Tenant of a copy of the premium statement or
other reasonable evidence of the amount due.  If the term of this Lease does not
expire concurrently with the expiration of the period covered by such insurance,
Tenant's  liability  for  premium  shall  be  prorated  on  an  annual  basis.

          14.5     Insurance Policies.  The insurance required to be obtained by
                   -------------------
Tenant  pursuant  to  Paragraphs 14.1 and 14.3(b) shall be primary insurance and
shall  provide  that the insurer shall be liable for the full amount of the loss
up  to and including the total amount of liability set forth in the declarations
without the right of contribution from any other insurance coverage of Landlord,
(b)  shall  be  in  a  form  satisfactory to Landlord, (c) shall be carried with
companies  acceptable  to Landlord, and (d) shall specifically provide that such
policies  shall  not  be subject to cancellation, reduction of coverage or other
change  except after at least thirty (30) days prior written notice to Landlord.
The  policy  or  policies, or duly executed certificates for them, together with
satisfactory evidence of payment of the premium thereon, shall be deposited with
Landlord  on  or  prior  to the Commencement Date, and upon each renewal of such
policies,  which  shall  be effected not less than thirty (30) days prior to the
expiration  date of the term of such coverage.  Tenant shall not do or permit to
be  done  anything which shall invalidate any of the insurance policies referred
to  in  Paragraphs  14.1,  14.2,  and  14.3.

          14.6     Waiver  of  Subrogation.  Tenant  and  Landlord  each  hereby
                   ------------------------
waives  any  and  all  rights  of  recovery  against  the  other, or against the
officers,  employees,  agents  and  representative  of the other, for loss of or
damage  to the property of the waiving party or the property of others under its
control, where such loss or damage is insured against under any insurance policy
carried  by  Landlord or Tenant and in force at the time of such loss or damage.
Tenant  and  Landlord  shall,  upon obtaining the policies of insurance required
hereunder,  give  notice to the insurance carrier or carriers that the foregoing
mutual  waiver  of  subrogation  is  contained  in  this  Lease.

          14.7     No Limitation of Liability.  Landlord makes no representation
                   ---------------------------
that the limits of liability specified to be carried by Tenant or Landlord under
the  terms  of this Lease are adequate to protect any party.  If Tenant believes
that  the  insurance  coverage  required  under  this  Lease  is insufficient to
adequately  protect  Tenant,  Tenant  shall  provide,  at  its own expense, such
additional  insurance  as  Tenant  deems  adequate.

          14.8     Impounding  of  Premiums.  If  Landlord's  lender  requires
                   -------------------------
Landlord  to  pay insurance premiums into an impound account on a periodic basis
during the term of this Lease, Tenant, upon notice form Landlord indicating this
requirement,  shall  pay  a  sum  of  money  toward  its  liabilities under this
Paragraph  14  to  Landlord  on a periodic basis in accordance with the lender's
requirements.  Landlord  shall  impound  the  insurance  premiums  received from
Tenant  in  accordance  with  the  requirements  of  the  lender.


                                       11.
<PAGE>
     15.     Damage  or  Destruction.
             -----------------------

          15.1     Partial  Damage-Insured.   Subject  to  the  provisions  of
                   -----------------------
Paragraphs  15.3  and 15.4, if the premises or the building, as the case may be,
are  damaged  to  the  extent  of  less  than  eighty  percent (80%) of the then
replacement value thereof (excluding excavations and foundations with respect to
the  Building),  such  damage  was caused by an act or casualty covered under an
insurance  policy  required  to be maintained pursuant to Paragraph 14.2(a), and
the proceeds of such insurance received by Landlord are sufficient to repair the
damage,  Landlord  shall  at  Landlord's  expense  repair such damage as soon as
reasonably  possible  and  this  Lease  shall continue in full force and effect.

          15.2     Partial  Damage-Uninsured.   Subject  to  the  provisions  of
                   ------------------------
Paragraphs  15.3 and 15.4, if at any time during the term hereof the premises or
the  Building,  as  the  case  may  be, are damaged and the proceeds received by
Landlord  are not sufficient to repair such damage, or such damage was caused by
an  act  or  casualty  not  covered  under  an  insurance  policy required to be
maintained by Landlord pursuant to Paragraph 14.2(a), Landlord may at Landlord's
option  either  (a)  repair  such  damage  as  soon  as  reasonably  possible at
Landlord's  expense,  in which event this Lease shall continue in full force and
effect, or (b) give written notice of termination of this Lease to Tenant within
thirty  (30)  days  after  the  date  of the occurrence of such damage, with the
effective  date  of  such  termination  to be the date of the occurrence of such
damage.  In  the  event Landlord gives such notice of termination of this Lease,
Tenant  shall have the right, within ten (10) days after receipt of such notice,
to  agree  in  writing on a basis satisfactory to Landlord to pay for the entire
cost  of  repairing  such  damage less only the amount of insurance proceeds, if
any,  received  by  Landlord,  in which event the notice of termination shall be
ineffective and this Lease shall continue in full force and effect, and Landlord
shall  proceed  to  make  such repairs as soon as reasonably possible. If Tenant
does  not  give  such notice within such ten (10) day period this Lease shall be
terminated  pursuant  to  such  notice  of  termination  by  Landlord.

          15.3     Total  Destruction.  If  at  any  time during the term hereof
                   ------------------
either the premises or the Building is destroyed to the extent of eighty percent
(80%)  or  more of the then replacement value thereof (excluding excavations and
foundations with respect to the Building), from any cause whether or not covered
by  the  insurance  maintained  by  Landlord pursuant to Paragraph 14.2(a), this
Lease  shall  at  the  option  of  Landlord  terminate  as  of  the date of such
destruction.  Landlord  shall  exercise  its  right  to  terminate this Lease by
delivery  of  notice  of termination to Tenant within thirty (30) days after the
date  that  Tenant  notifies  Landlord  of the occurrence of such damage. In the
event  Landlord  does  not  elect  to  terminate  this  Lease, Landlord shall at
Landlord's  expense  repair such damage as soon as reasonably possible, and this
Lease  shall  continue  in  full  force  and  effect.

          15.4     Damage  Near End of Term. If the premises or the Building, as
                   ------------------------
the  case  may be, are destroyed or damaged in whole or in part to the extent of
$50,000  or  more whether from an insured or uninsured casualty, during the last
six  (6)  months  of  the  term of this Lease, Landlord may at Landlord's option
cancel  and  terminate this Lease as of the date of occurrence of such damage by
giving  written  notice  to Tenant of Landlord's election to do so within thirty
(30)  days  after  the  date  of  occurrence  of  such  damage.

          15.5     Abatement  of Rent.  Notwithstanding anything to the contrary
                   ------------------
contained  in  Paragraph  3  or  elsewhere  in  this  Lease, if the premises are
partially  damaged  and  Landlord  repairs  or  restores  them  pursuant  to the
provisions  of  this  Paragraph 15, the rent, including Tenant's Share of Direct
Operating  Expenses,  Taxes,  and  insurance premiums, payable hereunder for the
period


                                       12.
<PAGE>
commencing  on  the occurrence of such damage and ending upon completion of such
repair  or  restoration  shall  be  abated  in proportion to the extent to which
Tenant's  use  of the premises is impaired during the period of repair; provided
that, nothing herein shall be construed to preclude Landlord from being entitled
to  collect  the  full amount of any rental loss insurance proceeds.  Except for
abatement  of  rent, if any, Tenant shall have no claim against Landlord for any
damage  suffered  by  reason  of  any  such  damage,  destruction,  repair  or
restoration.

          15.6     Waiver.  Tenant  waives  the  provisions  of California Civil
                   ------
Code  Sections  1932(2)  and  1933(4),  and  any  similar  or successor statutes
relating  to  termination  of  leases  when the thing leased is substantially or
entirely  destroyed,  and  agrees  that  any  such  occurrence  shall instead be
governed  by  the  terms  of  this  Lease.

          15.7     Tenant's  Property.  Landlord's  obligation  to  rebuild  or
                   ------------------
restore  shall  not  include  restoration of Tenant's trade fixtures, equipment,
merchandise, or any improvements, alterations or additions made by Tenant to the
premises.

          15.8     Notice  of  Damage.  Tenant shall notify Landlord within five
                   ------------------
(5) days after the occurrence thereof of any damage to all or any portion of the
premises.  In  no  event shall Landlord have any obligation to repair or restore
the  premises  pursuant  to  this Paragraph 15 until a reasonable period of time
after  Landlord's  receipt  of notice from Tenant of the nature and scope of any
damage  to  the  premises,  and a reasonable period of time to collect insurance
proceeds  arising from such damage (unless such damage is clearly not covered by
insurance  then  in  effect  covering  the  premises).

          15.9     Replacement  Cost.  The  determination  in  good  faith  by
                   -----------------
Landlord  of  the  estimated cost of repair of any damage, or of the replacement
cost,  shall  be  conclusive  for  purposes  of  this  Paragraph  15.

     16.     Condemnation.
             -------------

          16.1     Partial  Taking.  If  part  of  the premises is taken for any
                   ---------------
public  or  quasi-public  use,  under  any  statute  or  right of eminent domain
(collectively  a  "taking"),  and  a  part  of  the  premises  remains  which is
reasonably  suitable  for Tenant's continued occupancy for the uses permitted by
this  Lease,  and a portion of the parking area within the Project remains which
is  equivalent  to  at  least fifty percent (50%) of the parking area originally
contained  in  the Project, this Lease shall, as to the part so taken, terminate
as of the date the condemnor or purchaser takes possession of the property being
taken,  and  the  rent payable hereunder shall be reduced in the same proportion
that  the  floor  area  of  the  portion  of  the premises so taken bears to the
original  floor  area  of  the  premises.  Landlord  shall,  at its own cost and
expense,  make  all necessary repairs or alterations to the premises in order to
make  the portion of the premises not taken a complete architectural unit.  Such
work  shall  not,  however,  exceed  the  scope  of the work done by Landlord in
originally  constructing  the premises.  Each party hereto waives the provisions
of  California Code of Civil Procedure Section 1265.130 allowing either party to
petition  the  superior  court to terminate this Lease in the event of a partial
taking  of  the  premises.

          16.2     Total  Taking.  If  all of the premises, or such part thereof
                   -------------
is  taken  so  that there does not remain a portion of the premises suitable for
Tenant's  continued  occupancy  for  the  uses permitted hereunder, or more than
fifty  percent  (50%)  of the original parking area within the Project is taken,
such  taking  shall  be treated as a total taking and this Lease shall terminate
upon  the  date  possession  shall  be  taken  by  the  condemning  authority.


                                       13.
<PAGE>
          16.3     Distribution  of  Award.  If a part or all of the premises is
                   -----------------------
taken,  all compensation awarded upon such taking shall belong to and be paid to
Landlord,  except that Tenant shall receive from the award a sum attributable to
Tenant's  improvements or alterations made to the premises by Tenant at Tenant's
expense  with  Landlord's consent in accordance with this Lease which Tenant has
the  right to remove from the premises pursuant to the provisions of this Lease,
but  elects  not to remove; or, if Tenant elects to remove any such improvements
or  alterations made to the premises at Tenant's expense, Tenant shall receive a
sum  for  reasonable removal and relocation costs not to exceed the market value
of  such  improvements  or alterations on the date possession of the premises is
taken.

          16.4     Sale Under Threat of Condemnation.  A sale by Landlord to any
                   ----------------------------------
authority  having  the  power  of  eminent  domain,  either  under  threat  of
condemnation or  while  condemnation  proceedings are pending, shall be deemed a
taking  under  the  power  of  eminent domain for purposes of this Paragraph 16.

     17.     Assignment  and Subletting.  Tenant shall not assign this Lease, or
             ---------------------------
any  interest  therein,  voluntarily  or involuntarily, and shall not sublet the
premises  or any part thereof, or any right or privilege appurtenant thereto, or
suffer  any  other person (the agents and servants of Tenant excepted) to occupy
or  use  the premises, or any portion thereof, without the prior written consent
of  Landlord  in  each  instance  pursuant to the terms and conditions set forth
below,  which  consent  shall  not  unreasonably  be  withheld.

          17.1     Documentation.  Prior  to  any  assignment  or sublease which
                   --------------
Tenant desires to make, Tenant shall provide to Landlord the name and address of
the  proposed  assignee  or  sublessee,  and  true  and  complete  copies of all
documents  relating to Tenant's prospective agreement to assign or sublease, and
shall  specify all consideration to be received by Tenant for such assignment or
sublease  in  the form of lump sum payments, installments of rent, or otherwise.
For  purposes  of  this  Paragraph  17,  the term "consideration" shall include,
without  limitation, all monies or other consideration of any kind, if such sums
are related to Tenant's interest in this Lease or in the premises, including but
not  limited to, bonus money, and payments (in excess of book value thereof) for
Tenant's assets, fixtures, inventory, accounts, good will, equipment, furniture,
general  intangibles, and any capital stock or other equity ownership of Tenant.
Within thirty (30) days after the receipt of such written notice, Landlord shall
either consent in writing to such proposed assignment or sublease subject to the
terms  and  conditions  hereinafter  set forth, or notify Tenant in writing that
Landlord  refuses  such consent, specifying reasonable grounds for such refusal.

          17.2     Terms  and Conditions.  As a condition to Landlord's granting
                   ----------------------
its  consent to any assignment or sublease, (a) Landlord may require that Tenant
pay  to Landlord,  as and when received by Tenant, one-half of the amount of any
excess  of  such  consideration to be received by Tenant in connection with said
assignment  or  subletting  over and above the rental amount fixed by this Lease
and  payable by Tenant to Landlord; provided that Tenant shall first be entitled
to  retain  an  amount of such excess consideration equal to Tenant's reasonable
direct  costs  of  assigning  or  subletting,  including  real  estate brokerage
commissions, if any, and (b) Tenant and the proposed  assignee or sublessee must
demonstrate to Landlord's reasonable satisfaction that the assignee or sublessee
is  financially  responsible  and proposes to use the premises for substantially
the  same  use  or  a  use  which is otherwise satisfactory to Landlord, and the
proposed  use  is  not  injurious to the premises.   Each assignment or sublease
agreement  to  which Landlord has consented shall be an instrument in writing in
form  satisfactory  to  Landlord,  and  shall be executed by both Tenant and the
assignee  or  sublessee,  as  the case may be.  Each such assignment or sublease


                                       14.
<PAGE>
agreement  shall  recite  that it is and shall be subject and subordinate to the
provisions of this Lease, that the assignee or sublessee accepts such assignment
or  sublease  and  agrees to perform all of the obligations of Tenant hereunder,
and  that  the  termination  of  this  Lease shall, at Landlord's sole election,
constitute  a  termination  of  every such assignment or sublease.  In the event
Landlord  shall  consent  to an assignment or sublease, Tenant shall nonetheless
remain primarily liable for all obligations and liabilities of Tenant under this
Lease,  including  but  not  limited  to  the payment of rent.  Tenant agrees to
reimburse  Landlord  upon  demand  for  reasonable  attorneys'  fees incurred by
Landlord  in  connection  with the negotiation, review, and documentation of any
such  requested  assignment  or  subleasing.  Tenant  hereby stipulates that the
foregoing  terms  and  conditions  are  reasonable.

          17.3     Partnership.  If  Tenant  is  a  partnership,  a  transfer,
                   -----------
voluntary  or involuntary, of all or any part of an interest in the partnership,
or  the  dissolution of the partnership, shall be deemed an assignment requiring
Landlord's  prior  written  consent.

          17.4     Corporation.  If  Tenant  is  a corporation, any dissolution,
                   -----------
merger,  consolidation,  or  other  reorganization  of  Tenant, or the transfer,
either  all  at once or in a series of transfers, of a controlling percentage of
the  capital stock of Tenant, or the sale, or series of sales within any one (1)
year  period,  of all or substantially all of Tenant's assets located in, on, or
about  the  premises,  shall  be  deemed an assignment.  The phrase "controlling
percentage"  means  the ownership of, and the right to vote, stock possessing at
least  fifty-one percent (51%) of the total combined voting power of all classes
of  Tenant's  capital  stock  issued,  outstanding, and entitled to vote for the
election  of  directors.

          17.5     Landlord's  Remedies.  Any  assignment  or  sublease  without
                   ---------------------
Landlord's prior written consent shall at Landlord's election be void, and shall
constitute  a  default.  The  consent  by Landlord to any assignment or sublease
shall  not constitute a waiver of the provisions of this Paragraph 17, including
the  requirement  of  Landlord's  prior  written  consent,  with  respect to any
subsequent  assignment  or  sublease.  If  Tenant  shall  purport to assign this
Lease,  or sublease all or any portion of the premises, without Landlord's prior
written  consent,  Landlord  may collect rent from the person or persons then or
thereafter occupying the premises and apply the net amount collected to the rent
reserved  herein,  but no such collection shall be deemed a waiver of Landlord's
rights  and  remedies  under  this  Paragraph  17, or the acceptance of any such
purported  assignee,  sublessee  or  occupant,  or  a release of Tenant from the
further  performance  by  Tenant  of  covenants  on  the  part  of Tenant herein
contained.

          17.6     Encumbrances,  Licenses  and  Concession  Agreements.  Tenant
                   -----------------------------------------------------
shall  not  encumber  its  interest  under  this  Lease  or any rights of Tenant
hereunder,  or  enter into any license or concession agreement respecting all or
any  portion  of  the  premises,  without Landlord's prior written consent which
consent  shall  not unreasonably be withheld subject to the terms and conditions
referred  to  in  paragraph  17.2  above,  and  Tenant's  granting  of  any such
encumbrance, license, or concession agreement shall constitute an assignment for
purposes  of  this  Paragraph  17.

     18.     Default  by  Tenant.
             --------------------

          18.1     Event  of  Default.  The occurrence of any one or more of the
                   -------------------
following  events  (an "Event of Default") shall constitute a default and breach
of  this  Lease  by  Tenant:


                                       15.
<PAGE>
               (a)  The  failure  by  Tenant  to make any payment of rent or any
other payment required to be made by Tenant hereunder, as and when due, and such
failure  shall  not  have  been cured within three (3) days after written notice
thereof from Landlord; provided that, if three or more such failures shall occur
in  any  one  year  period during the Lease term, then each and every succeeding
failure  to  pay any sum payable hereunder when due shall constitute an Event of
Default,  and  Tenant  shall  not  be entitled to a three (3) day cure period or
notice  from  Landlord  with  respect  to  any  such  failure  to  pay;

               (b)  Tenant's  failure  to  perform  any  other term, covenant or
condition  contained  in  this  Lease  and such failure shall have continued for
fifteen  (15)  days  after  written  notice  of such failure is given to Tenant;
provided that, where such failure cannot reasonably be cured within said fifteen
(15)  day  period,  Tenant shall not be in default if Tenant commences such cure
within  said  fifteen  (15)  day period Tenant shall not be in default if Tenant
commences  such  cure  within  said  fifteen  (15)  day  period  and  thereafter
diligently  continues  to  pursue  all  reasonable efforts to complete said cure
until  completion  thereof,

               (c)  Tenant's  failure to inhabit and maintain the premises for a
period  of  more  than  ten (10) consecutive days, or Tenant's removal of all or
substantially  all  of  its  equipment  and other possessions from the premises;

               (d)  Tenant's  assignment  of  its  assets for the benefit of its
creditors;

               (e)  The  sequestration  of,  attachment of, or execution on, any
substantial  part  of the property of Tenant or on any property essential to the
conduct  of  Tenant's  business on the premises, and Tenant shall have failed to
obtain  a return or release on such property within thirty (30) days thereafter,
or  prior  to  sale  pursuant  to  such  sequestration, attachment or execution,
whichever  is  earlier;

               (f)  An  entry  of  any of the following orders by a court having
jurisdiction,  and  such  order shall have continued for a period of thirty (30)
days:  (1)  an  order  for relief in any proceeding under Title 11 of the United
States Code, or an order adjudicating Tenant to be bankrupt or insolvent; (2) an
order  appointing  a  receiver,  trustee  or  assignee  of  Tenant's property in
bankruptcy  or any other proceeding; or (3) an order directing the winding up or
liquidation  of  Tenant;  or

               (g)  The  filing  of  a  petition  to  commence against Tenant an
involuntary  proceeding  under  Title  11  of the United States Code, and Tenant
shall  fail  to  cause  such  petition  to  be dismissed within thirty (30) days
thereafter,  except  when Tenant continues to pay rent per this Lease Agreement.

          18.2     Remedies.  Upon any Event of Default, Landlord shall have the
                   ---------
following remedies, in addition to all other rights and remedies provided by law
or  equity:

               (a)  Landlord  shall be entitled to keep this Lease in full force
and  effect  for  so  long  as  Landlord  does  not  terminate Tenant's right to
possession  (whether  or  not  Tenant  shall  have  abandoned  the premises) and
Landlord  may enforce all of its rights and remedies under this Lease, including
the  right  to  recover rent and other sums as they become due under this Lease,
plus  interest  at  the lesser of fifteen percent (15%) per annum or the highest
rate then allowed by law, from the due date of each installment of rent or other
sum  until  paid;  or

               (b)  Landlord  may  terminate the Tenant's right to possession by
giving  Tenant written notice of termination.  On the giving of the notice, this


                                       16.
<PAGE>
Lease  and  all  of  Tenant's  rights  in  the  premises  shall  terminate.  Any
termination  under  this  paragraph shall not release Tenant from the payment of
any  sum  then  due  Landlord  or  from any claim for damages or rent previously
accrued  or  then  accruing  against  Tenant.

               In  the event this Lease is terminated pursuant to this Paragraph
18.2(b),  Landlord  may  recover  from  Tenant:

                    (1)  the worth at the time of award of the unpaid rent which
had  been  earned  at  the  time  of  termination;  plus

                    (2)  the  worth  at the time of award of the amount by which
the unpaid rent which would have been earned after termination until the time of
award  exceeds  the  amount  of such rental loss for the same period that Tenant
proves  could  have  been  reasonably  avoided;  plus

                    (3)  the  worth  at the time of award of the amount by which
the  unpaid rent for the balance of the term after the time of award exceeds the
amount  of  such  rental  loss  for  the same period that Tenant proves could be
reasonably  avoided;  plus

                    (4)  any  other  amount necessary to compensate Landlord for
all  the  detriment  proximately  caused by Tenant's failure to perform Tenant's
obligations under this Lease, or which in the ordinary course of things would be
likely  to  result  therefrom,  including without limitation, the following: (i)
expenses  for  cleaning,  repairing or restoring the premises; (ii) expenses for
altering,  remodeling  or  otherwise  improving  the premises for the purpose of
reletting,  including  installation  of  leasehold  improvements  (whether  such
installation  be  funded  by a reduction of rent payable by a new tenant, direct
payment  or  allowance to a new tenant, or otherwise); (iii) real estate leasing
commissions,  advertising  costs  and  other expenses of reletting the premises;
(iv)  costs incurred as owner of the premises including without limitation taxes
and insurance premiums thereon, utilities and building security; (v) expenses in
retaking  possession  of the premises; (vi) attorneys' fees and court costs; and
(vii)  any  unamortized  lease  commission  paid  in connection with this Lease.

               The  "worth  at  the time of award" of the amounts referred to in
subparagraphs  (1)  and  (2)  of  this  Paragraph  18.2(b)  shall be computed by
allowing  interest  at  the  lower  of  fifteen  percent (15%) per annum, or the
maximum  rate  then  permitted  by law.  The "worth at the time of award" of the
amount  referred  to  in subparagraph (3) of this paragraph shall be computed by
discounting such amount at the discount rate of the Federal Reserve Board of San
Francisco  at the time of award plus one percent (1%).  The term "time of award"
as  used  in  subparagraphs  (1), (2), and (3) shall mean the date of entry of a
judgment  or  award  against  Tenant  in  an action or proceeding arising out of
Tenant's  breach of this Lease.  The term "rent" as used in this paragraph shall
include all sums required to be paid by Tenant to Landlord pursuant to the terms
of  this  Lease.

               (c)  This  Lease  may  be  terminated  by a judgment specifically
providing for termination, or by Landlord's delivery to Tenant of written notice
specifically  terminating  this Lease.  In no event shall any one or more of the
following  actions by Landlord, in the absence of a written election by Landlord
to  terminate  this Lease, constitute a termination of this Lease or a waiver of
Landlord's  right  to  recover  damages  under  this  Paragraph  18:

                    (1) appointment of a receiver in order to protect Landlord's
interest  hereunder;


                                       17.
<PAGE>
                    (2)  consent to any subletting of the premises or assignment
of  this  Lease  by  Tenant,  whether  pursuant  to provisions hereof concerning
subletting  and  assignment  or  otherwise;  or

                    (3)  any  other  action  by  Landlord  or  Landlord's agents
intended  to mitigate the adverse effects of any breach of this Lease by Tenant,
including  without  limitation  any  action  taken  to maintain and preserve the
premises,  or  any action taken to relet the premises or any portion thereof for
the  account  of  Tenant  and  in  the  name  of  Tenant.

          18.3     No  Relief  From Forfeiture After Default.  Tenant waives all
                   -----------------------------------------
rights  of  redemption  or relief from forfeiture under California Code of Civil
Procedure  Sections 1174 and 1179, and under any other present or future law, in
the  event  Tenant is evicted or Landlord otherwise lawfully takes possession of
the  premises  by  reason  of  any  Event  of  Default.

          18.4     Landlord's  Right to Perform Tenant's Obligations.  If Tenant
                   -------------------------------------------------
shall  at any time fail to make any payment or perform any other act required to
be  made  or  performed by Tenant under this Lease, then Landlord may, but shall
not  be  obligated to, make such payment or perform such other act to the extent
Landlord  may  deem desirable, and may, in connection therewith, pay any and all
expenses  incidental  thereto  and  employ  counsel.  No such action by Landlord
shall be deemed a waiver by Landlord of any rights or remedies Landlord may have
as  a  result of such failure by Tenant, or a release of Tenant from performance
of  such obligation.  All sums so paid by Landlord, including without limitation
all  penalties,  interest  and  costs  in connection therewith, shall be due and
payable  by Tenant to Landlord on the day immediately following any such payment
by  Landlord.  Landlord  shall  have  the  same  rights  and  remedies  for  the
nonpayment  of  any  such  sums  as  Landlord  may be entitled to in the case of
default  by  Tenant  in  the  payment  of  rent.

          18.5     Interest on Past Due Obligations.  Any amount due to Landlord
                   --------------------------------
hereunder  not paid when due shall bear interest at the lower of fifteen percent
(15%)  per  annum,  or  the  highest rate then allowed by law, from the date due
until  paid  in  full.  Payment  of  such  interest shall not excuse or cure any
default  by  Tenant  under  this  Lease.

          18.6     Additional  Rent.  All  sums payable by Tenant to Landlord or
                   ----------------
to  third  parties under this Lease in addition to such sums payable pursuant to
Paragraph 4 hereof shall be payable as additional sums of rent.  For purposes of
any  unlawful  detainer action by Landlord against Tenant pursuant to California
Code  of  Civil  Procedure  Sections  1161-1174,  or  any  similar  or successor
statutes,  Landlord  shall  be  entitled  to  recover as rent not only such sums
specified  in  Paragraph  3 as may then be overdue, but also all such additional
sums  of  rent  as  may  then  be  overdue.

          18.7     Remedies  Not  Exclusive.  No  remedy  or  election hereunder
                   ------------------------
shall  be  deemed exclusive but shall, wherever possible, be cumulative with all
other  remedies  herein  provided  or  permitted  at  law  or  in  equity.

     19.     Default  by  Landlord.
             ----------------------

          19.1     Cure  Period.  Landlord  shall not be deemed to be in default
                   ------------
in  the  performance  of any obligation required to be performed by it hereunder
unless  and  until it has failed to perform such obligation within the period of
time  specifically  provided  herein, or if no period of time has been provided,
then  within  thirty  (30)  days  after  receipt  of written notice by Tenant to
Landlord  specifying  wherein  Landlord  has  failed to perform such obligation;
provided, however, that if the nature of Landlord's obligation is such that more


                                       18.
<PAGE>
than  thirty  (30)  days  are  reasonably required  for  its performance , then
Landlord  shall  not  be  deemed  to  be  in  default  if it shall commence such
performance  within  thirty  (30) day period and thereafter diligently prosecute
the  same  to  completion.

          19.2     Mortgagee  Protection.     In the event of any default on the
                   ---------------------
part  of Landlord, Landlord will provide written notice of default to Tenant and
Tenant  will give notice by registered or certified mail to any beneficiary of a
deed  of trust or mortgagee of a mortgage encumbering the premises whose address
shall  have  been furnished to Tenant, and before Tenant shall have any right to
terminate  this  Lease  Tenant  shall  grant  such  beneficiary  or  mortgagee a
reasonable  period  within  which  to  cure  the default, including a reasonable
period  to  obtain  possession  of  the  premises  by  power of sale or judicial
foreclosure,  if  such  action  is  necessary  to  effect  a  cure.

     20.     Advertisements  and  Signs.     Tenant shall not place or permit to
             ---------------------------
be  placed  any  sign,  display,  advertisement  or  decoration  ("sign") on the
exterior  of  the  Building,  or  elsewhere  on  the premises, without the prior
written  consent  of  Landlord as to the color, size, style, character, content,
and  location  of  each  such sign. Upon termination of this Lease, Tenant shall
remove  any  sign which it has placed on the premises or the Building, and shall
repair  any  damage  caused  by  the  installation  or  removal  of  such  sign.

     21.     Entry by Landlord.     Landlord and its agents shall be entitled to
             ------------------
enter into and upon the premises at all reasonable times, upon reasonable notice
(except  in  the  case  of  an  emergency,  in  which  event  no notice shall be
required),  for  purposes  of  inspecting  or  making  repairs,  alterations  or
additions  to all or any portion thereof, including the erection and maintenance
of  such  scaffolding, canopies, fences and props as may be required, or for the
purposes of posting notices of non-responsibility for alterations, additions, or
repairs, or for the purpose of placing upon the premises any ordinary "for sale"
signs,  and  during  the  ninety (90) day period prior to the expiration of this
Lease,  to  place  upon the premises any usual or ordinary "for lease" signs and
exhibit the premises to prospective tenants at reasonable hours, all without any
abatement  of  rent  and  without  liability  to  Tenant  for  any  injury  or
inconvenience  to or interference with Tenant's business, quiet enjoyment of the
premises,  or  any other loss occasioned thereby.  Landlord's rights of entry as
set  forth  in  this  paragraph  shall  be  subject  to  the reasonable security
regulations  of  Tenant, and to the requirement that Landlord shall at all times
act  in  a  manner  designed  to  minimize  interference  with Tenant's business
activities  on  the  premises.

     22.     Subordination  and  Attornment.
             -------------------------------

          22.1     Subordination.  Tenant  agrees  that  this  Lease may, at the
                   -------------
option  of  Landlord, be subject and subordinate to any mortgage, deed of trust,
or  other  instrument  of  security now of record or which is recorded after the
date  of  this  Lease  affecting  the land and Building, or land or Building, of
which  the premises form a part, and such subordination is hereby made effective
without any further act of Tenant; provided that, no such subordination shall be
effective unless Landlord first obtains from the lender a written agreement that
provides  in  essence that as long as Tenant performs its obligations under this
Lease,  no  foreclosure of , deed given in lieu of foreclosure of, or sale under
the  encumbrance,  and no steps or procedures taken under the encumbrance, shall
affect  Tenant's  rights  under  this Lease.  Tenant shall execute and return to
Landlord the written agreement and any other documents required by the lender to
accomplish  the purposes of this paragraph, within seven (7) days after delivery
thereof  to  Tenant,  and  the  failure of Tenant to execute and return any such
instruments  shall  constitute  a  default  hereunder.


                                       19.
<PAGE>
          22.2     Attornment.  Tenant  shall  attorn  to  any  third  party
                   ----------
purchasing  or otherwise acquiring the premises at any sale or other proceeding,
or  pursuant  to  the  exercise  of  any  rights,  powers  or remedies under any
mortgages or deeds of trust or ground leases now or hereafter encumbering all or
any  part  of  the  premises,  as if such third party had been named as Landlord
under  this  Lease.

     23.     Estoppel  Certificates  and  Financial  Statements.  Tenant  shall
             ---------------------------------------------------
within  seven (7) days following request by Landlord: (a) execute and deliver to
Landlord any documents including estoppel certificates, in the form presented to
Tenant  by  Landlord (1) certifying that this Lease has not been modified or, if
modified,  stating  the  nature  of  such  modification and certifying that this
Lease,  as  so  modified,  is  in full force and effect, (2) stating the date to
which  the  rent  and  other  charges  are  paid  in  advance,  if  at  all, (3)
acknowledging that there are not, to Tenant's knowledge, any uncured defaults on
the  part of Landlord hereunder, or if there are uncured defaults on the part of
Landlord,  stating  the  nature of such uncured defaults, and (4) evidencing the
status  of  this  Lease  as  may be required either by a lender making a loan to
Landlord  to  be secured by a deed of trust or mortgage encumbering the premises
or  a  purchaser  of the premises from Landlord; and (b) deliver to Landlord the
current  financial  statement  of  Tenant  with an opinion of a certified public
accountant,  if  available,  including  a  balance  sheet  and  profit  and loss
statement  for  the  then current fiscal year, and the two (2) immediately prior
fiscal  years (if available), all prepared in accordance with generally accepted
accounting principles consistently applied. Tenant's failure to deliver any such
documents,  including  an estoppel certificate, or any such financial statements
within seven (7) days following such request shall be an Event of Default under
this  Lease.

     24.     Notices.  Any  notice,  approval,  request,  demand,  or  consent
             -------
(collectively  "notice")  required or desired to be given under this Lease shall
be in writing and shall be personally served or delivered by United States mail,
registered  or  certified,  postage  prepaid,  and  addressed to the party to be
served  at  the  last  address  given by that party to the other party under the
provisions  of  this  paragraph.  At  the  date  of execution of this Lease, the
addresses  of Landlord and Tenant are as set forth above in the preamble to this
Lease.  Any  notice delivered by mail pursuant to this paragraph shall be deemed
to  have  been  delivered  three  (3)  days  after  the  posted date of mailing.

     25.     Waiver.  The  waiver  by  either  party  of any breach of any term,
             ------
covenant,  or  condition  herein contained shall not be deemed to be a waiver of
such  term,  covenant  or  condition or any subsequent breach of the same or any
other  term,  covenant or condition herein contained.  The subsequent acceptance
of  rent  hereunder  by  Landlord  shall  not  be  deemed  to be a waiver of any
preceding  breach  by  Tenant  of any term, covenant or condition of this Lease,
other  than  the  failure  of  Tenant  to pay the particular rental so accepted,
regardless  of  Landlord's  knowledge  of  such  preceding breach at the time of
acceptance of such rent.  No term, covenant or condition shall be deemed to have
been  waived  by either party unless such waiver is in writing and signed by the
party  making  such  waiver.

     26.     No  Accord  and  Satisfaction.  No payment by Tenant, or receipt by
             -----------------------------
Landlord,  of an amount which is less than the full amount of rent and all other
sums  payable  by Tenant hereunder at such time shall be deemed to be other than
on  account  of  (a)  the  earliest  of  such  other  sums  due and payable, and
thereafter  (b)  to the earliest rent due and payable hereunder.  No endorsement
or  statement  on  any  check  or any letter accompanying any payment of rent or
such  other  sums  shall  be deemed an accord and satisfaction, and Landlord may
accept  any  such  check  or  payment  without prejudice  to Landlord's right to
receive  payment  of  the  balance of such rent and/or other sums, or Landlord's


                                       20.
<PAGE>
right  to pursue any remedies to which Landlord may be entitled to recover  such
balance.

     27.     Attorneys'  Fees.  If any action or proceeding at law or in equity,
             -----------------
or  an  arbitration  proceeding  (collectively an "action"), shall be brought to
recover  any  rent under this Lease, or for or on account of any breach of or to
enforce  or  interpret any of the terms, covenants, or conditions of this Lease,
or for the recovery of possession of the premises, the prevailing party shall be
entitled  to  recover  from  the  other  party as a part of such action, or in a
separate  action  brought  for  that purpose, its reasonable attorneys' fees and
costs  and  expenses  incurred  in connection with the prosecution or defense of
such  action.  "Prevailing  party"  within  the  meaning of this paragraph shall
include,  without  limitation,  a  party  who brings an action against the other
after  the  other  is in breach or default, if such action is dismissed upon the
other's  payment  of  the  sums  allegedly  due for performance of the covenants
allegedly breached, or if the party commencing such action or proceeding obtains
substantially the relief sought by it in such action, whether or not such action
proceeds  to  a  final  judgment  or  determination.

     28.     Surrender.  Tenant  shall, upon expiration or sooner termination of
             ----------
this  Lease, surrender the premises to Landlord in the same condition as existed
on  the date Tenant originally took possession thereof (reasonable wear and tear
and  damage due to causes beyond the reasonable control of Tenant excepted) with
all  interior  walls cleaned, all holes in walls repaired, all carpets shampooed
and  cleaned,  all HVAC equipment in operating order and in good repair, and all
floors  cleaned  and  waxed,  all  to  the  reasonable satisfaction of Landlord.
Tenant  shall  at  such  time  also  surrender  to Landlord such alterations (as
defined  in  Paragraph  9)  as  Landlord  does  not  require Tenant to remove in
accordance  with  Paragraph  9.6  above.  Tenant, on or before the expiration or
sooner  termination of this Lease, shall remove all of its personal property and
trade  fixtures  from  the  premises,  and  all property not so removed shall be
deemed  abandoned  by  Tenant.  Tenant  shall be liable to Landlord for costs of
removal  of  any such abandoned trade fixtures or equipment of Tenant, or of any
alterations Tenant fails to remove if so required by Landlord, together with the
cost of returning the premises to its condition as of the date Tenant originally
took possession thereof, and the transportation and storage costs of such items.
If  the  premises are not so surrendered at the expiration or sooner termination
of  this  Lease,  Tenant  shall  indemnify  Landlord  against  loss or liability
resulting  from  delay  by  Tenant  in  so  surrendering the premises, including
without  limitation,  any  claims  made by any succeeding tenant founded on such
delay,  losses  to  Landlord  due  to  lost opportunities to lease to succeeding
tenants,  and  attorneys'  fees and costs.  All keys to the premises or any part
thereof  shall  be surrendered to Landlord upon expiration or sooner termination
of  the  Lease  term.

     29.     Holding Over.  This Lease shall terminate without further notice at
             -------------
the  expiration  of the Lease term.  Any holding over by Tenant after expiration
shall not constitute a renewal or extension of the Lease term or give Tenant any
rights  in or to the premises unless otherwise expressly provided in this Lease.
Any  holding  over  after  the  expiration  with  the express written consent of
Landlord  shall be construed to be a tenancy from month to month, at one hundred
twenty-five  percent  (125%)  of the monthly Base Rent for the last month of the
Lease  term, and shall otherwise be on the terms and conditions herein specified
insofar  as  applicable,  unless  otherwise  mutually  agreed  in writing by the
parties.

     30.     Transfer  of  Premises by Landlord.  The term "Landlord" as used in
             -----------------------------------
this  Lease,  so  far as the covenants or obligation on the part of Landlord are
concerned,  shall  be  limited to mean and include only the owner at the time in
question of the fee title to the premises.  In the event of any transfer of such


                                       21.
<PAGE>
fee  title, the Landlord herein named (and in case of any subsequent transfer or
conveyances,  the  then  grantor)  shall  after  the  date  of  such transfer or
conveyance  be automatically freed and relieved of all liability with respect to
performance of any covenants or obligations on the part of Landlord contained in
this  Lease thereafter to be performed; provided, that any funds in the hands of
Landlord or the then grantor at the time of such transfer in which Tenant has an
interest,  shall  be  turned over to the grantee.  The covenants and obligations
contained in this Lease on the part of Landlord shall, subject to the foregoing,
be binding upon each Landlord hereunder only during his or its respective period
of  ownership.

     31.     Rules  and  Regulations  of  Building.
             --------------------------------------

          31.1     The  sash  doors,  sashes,  windows, glass doors, lights, and
skylights  that  reflect  or  admit  light into the halls or other places of the
Building  shall not be covered or obstructed.  The toilets and urinals shall not
be used for any purpose other than those for which they were constructed, and no
rubbish,  newspapers  or other substances of any kind shall be thrown into them.
Waste  and excessive or unusual use of water shall not be allowed.  Tenant shall
not  mark,  drive  nails,  screw or drill into, paint, nor in any way deface the
walls,  ceilings,  partitions, floors, wood, stone or iron work.  The expense of
any  breakage,  stoppage or damage resulting form a violation of this rule shall
be  borne  by  Tenant.

          31.2     No  additional lock or locks shall be placed by Tenant on any
door  in  the  Building unless written consent of Landlord shall have first been
obtained.  All  keys  shall  be  surrendered to Landlord upon termination of the
tenancy.

          31.3     Tenant  and  its guests and employees shall not bring into or
keep  within  the  Building any animal (with the exception of dog guides for the
blind)  or  motorcycle  or  other  motor  vehicle.

          31.4     No  awnings  are  allowed.  Any  window  covering  desired by
Tenant  shall  be  installed  at  its expense and must be of such uniform shape,
color,  material  and  make  as  may  first  be  approved  by  Landlord.

          31.5     Except  for  authorized maintenance personnel, neither Tenant
nor  its  employees  or  invitees  shall  go  upon  the  roof.

          31.6.     Tenant  may  use  or  keep  in  the  building  solvents  and
inflammable  or  combustible  fluid  and  materials as long as such material and
fluids  are  stored  in  accordance with the procedures established by the local
regulatory  authorities.

          31.7     Landlord  shall have the right to prohibit any advertising by
Tenant  which,  in Landlord's reasonable opinion, tends to impair the reputation
of  the  Building,  and  upon written notice from Landlord, Tenant shall refrain
from  or  discontinue  such  advertising.

     32.     General  Provisions.
             --------------------

          32.1     Entire  Agreement.  This  instrument  including  the Exhibits
                   ------------------
attached  hereto  contains all of the agreements and conditions made between the
parties  hereto and may not be modified orally or in any manner other than by an
agreement  in  writing  signed  by all of the parties hereto or their respective
successors  in  interest.  Any  executed  copy  of this Lease shall be deemed an
original  for  all  purposes.

          32.2     Time.  Time is of the essence with respect to the performance
                   -----
of  each  and  every  provision  of this Lease in which time of performance is a
factor.  All  references to days contained in this Lease shall be deemed to mean
calendar  day,  unless  otherwise  specifically  stated.


                                       22.
<PAGE>
          32.3     Captions.  The  captions  and  headings  of  the  numbered
                   ---------
paragraphs  of this Lease are inserted solely for the convenience of the parties
hereto,  and  are  not  a  part  of this Lease and shall have no effect upon the
construction  or  interpretation  of  any  part  hereof.

          32.4     California  Law.  This  Lease  shall  be  construed  and
                   ----------------
interpreted  in  accordance with the laws of the State California.  The language
in  all parts of this Lease shall in all cases be construed as a whole according
to  its  fair meaning and not strictly for or against either Landlord or Tenant,
and  without  to  which  party  prepared  this  Lease.

          32.5     Gender; Singular and Plural.  When required by the context of
                   ----------------------------
this  Lease,  the  neuter includes the masculine, the feminine, a partnership, a
corporation,  or  a  joint  venture,  and the singular shall include the plural.

          32.6     Partial  invalidity.  If  any provision of this Lease is held
                   --------------------
by  a court of competent jurisdiction to be invalid, void, or unenforceable, the
remaind  of  the  provisions hereof shall nonetheless continue in full force and
effect  and  shall  in  no  way  be  affected, impaired, or invalidated thereby.

          32.7     No Warranties.  Any agreements, warranties or representations
                   --------------
not  expressly  contained  herein  shall not bind either Landlord or Tenant, and
Landlord  and  Tenant  expressly  waive  all claims for damages by reason of any
statement, representation, warranty, promise or agreement, if any, not expressly
contained  in  this  Lease.

          32.8     Joint  and  Several  Liability.  If  Tenant  is more than one
                   -------------------------------
person  or  entity,  each  such  person or entity shall be jointly and severally
liable  for  the  obligations  of  Tenant  hereunder.

          32.9     Successors  and Assigns.  The covenants and conditions herein
                   ------------------------
contained,  subject  to the provisions as to assignment, shall apply to and bind
the  heirs,  executors,  administrators, assigns, and any other person or entity
succeeding lawfully, and pursuant to the provisions of this Lease, to the rights
or  obligations  of  either  party  of  all  of  the  parties  hereto.

          32.10     Rules  and  Regulations.  Landlord  may  from  time  to time
                    ------------------------
promulgate  reasonable  rules  and regulations in addition to those set forth in
Paragraph  31  above for the use, safety, care, and cleanliness of the premises,
and the preservation of good order thereon.  Such rules and regulations shall be
binding  upon Tenant upon delivery of a copy thereof to Tenant, and Tenant shall
abide  by  all  such rules and regulations.  If there is a conflict between such
rules and regulations and any of the provisions of this Lease, the provisions of
this  Lease  shall  prevail.

          32.11     Authority.  The  parties  hereby  represent and warrant that
                    ----------
they have all necessary power and authority to execute and deliver this Lease on
behalf  of  Landlord  and  Tenant,  respectively.

          32.12     Memorandum  of  Lease.  Neither  Landlord  nor  Tenant shall
                    ----------------------
record  this  Lease  or a short form memorandum hereof without the prior written
consent  of  the  other.

          32.13     Merger.  The  voluntary or other surrender of this Lease, or
                    -------
a mutual cancellation thereof, shall not work an automatic merger, but shall, at
the  sole  option of Landlord, either terminate all or any existing subleases or
subtenancies,  or  operate  as  an  assignment to Landlord of any or all of such
subleases  or  subtenancies.


                                       23.
<PAGE>
          32.14     Force  Majeure.  Any  prevention  of  or  delay  in  the
                    ---------------
performance  by  a  party  hereto  of its obligations under this Lease caused by
inclement weather, labor disputes (including strikes and lockouts), inability to
obtain materials or reasonable substitutes therefore, governmental restrictions,
regulations, controls, action or inaction, civil commotion, fire or other causes
beyond  the  reasonable  control  of  the  party  obligated  to  perform (except
financial  inability),  shall  excuse  the  performance  by  such  party  of its
obligations  hereunder  (except  the  obligation of Tenant to pay rent and other
sums  hereunder)  for  a  period  of  one  day  for  each  such  day  of  delay.

          32.15     Real  Estate Brokers.  Except for Cunningham  Associates and
                    ---------------------             --------------------------
Cornish and Carey Commercial Real Estate, whose commission or fee shall be  paid
-----------------------------                                          ---------
by  Creekside  Industrial  Associates  in  accordance  with  the provisions of a
-------------------------------------
separate  commission  agreement,  each  party represents that it has not had any
dealings  with  any real estate broker, finder, or other person, with respect to
this Lease, and each party shall hold harmless the other party from all damages,
expenses, and liabilities resulting from any claims that may be asserted against
the other party by any broker, finder, or other person with whom the other party
has  or  purportedly  has  dealt.

          32.16     Additional Paragraphs.  Paragraphs 33 through 35, as well as
                    ----------------------             --         --
the  following  exhibit,  are  added  hereto  and  made  a  part  of this Lease.

          Exhibit  "A"  --  Premises



     IN  WITNESS  WHEREOF,  Landlord  and Tenant have executed this Lease on the
dates  specified  below  immediately  adjacent  to  their respective signatures.
Delivery  of  this  Lease  to  Landlord, duly executed by Tenant, constitutes an
offer  by  Tenant  to  lease  the  premises  as  herein  set forth, and under no
circumstances  shall  such delivery be deemed to create an option or reservation
to  lease  the premises for the benefit of Tenant.  This Lease shall only become
effective and binding upon execution of this Lease by Landlord and delivery of a
signed  copy  to  Tenant.

                                               LANDLORD:

                                               Creekside  Industrial  Associates
                                               ---------------------------------
                                               a  partnership
                                                 -------------------------------

Date:     1/17/86                              By  /s/  Anthony  P.  Meier
      ---------------                            -------------------------------

Date:     1/17/86                              By  Preferred Properties Fund 80,
      ---------------                            -------------------------------
                                               by Montgomery  Realty Company  80
                                               ---------------------------------
                                               by Montgomery  Realty Investments
                                               ---------------------------------
                                              /s/ Anna Cheng - Portfolio Manager
                                               ---------------------------------

                                              TENANT:

                                               I.  C.  Sensors
                                               ---------------------------------
                                               a  California  Corporation
                                                 -------------------------------

Date:     Jan  17,  1986                       By  /s/  Donald  G.  Lynam
      ---------------------                       ------------------------------

Date:                                          By
      ---------------------                       ------------------------------



                                       24.
<PAGE>

     33.     Option  to  Extend.
             -------------------

          33.1     Option.  At  the  expiration of the original term hereof, and
                   -------
provided  Tenant is not then in default hereunder, Tenant may extend the term of
this  Lease  for  an  additional  period  of sixty months (60) months commencing
                                             ------------  --
immediately  following  the Expiration Date (the "Extended Term").  Tenant shall
exercise this option, if at all, by giving Landlord notice of Tenant's intention
to  do  so  at least one hundred eighty (180) days prior to the Expiration Date.
Such extended term shall be upon all of the terms and the Expiration Date.  Such
extended  term shall be upon all of the terms and conditions hereof, except that
the  monthly  rental  for the renewal term shall be ninety five percent (95%) of
the  fair  market rental and shall be determined by negotiation and agreement of
Landlord  and  Tenant.  Unless  expressly  mentioned and approved in the written
consent  of  Landlord  provided  for  by  Paragraph 17 of this Lease, the option
rights  of Tenant under this Paragraph are granted for Tenant's personal benefit
and  may  not  be  assigned  or  transferred  by  Tenant.

          33.2     Extended  Term  Rent.  As of the commencement of the Extended
                   ---------------------
Term,  the  monthly  Base  Rent  for  the  Extended  Term  shall  be  subject to
negotiations  between  Landlord  and  Tenant  as  to  a fair market rental.  The
renegotiated rent will not take into consideration any improvements installed in
the  premises  by  Tenant at Tenant's expense.  In the event the parties fail to
agree  upon  the  amount of the monthly Base Rent for the Extended Term prior to
commencement  thereof,  the  monthly  Base  Rent  for the Extended Term shall be
determined  by  appraisal  in the manner hereafter set forth; provided, however,
that  in no event shall the monthly Base Rent for the Extended Term be less than
the  monthly  Base  Rent  payable hereunder for the last full month of the Lease
term  immediately  preceding  commencement  of  the  Extended  Term.

          In  the  event  it  becomes  necessary under this subparagraph 33.2 to
determine  the  fair  market  monthly  Base  Rent  of the premises by appraisal,
Landlord  and Tenant each shall appoint an experienced real estate appraiser who
shall be a member of the American Institute of Real Estate Appraisers ("AIREA"),
and  such  appraisers shall each determine the fair market monthly Base Rent for
the  premises,  taking  into  account  the  value of the premises and prevailing
comparable  rentals  in  the  area.  Such  appraisers  shall, within twenty (20)
business  days  after  their  appointment , complete their appraisals and submit
their  appraisal reports to Landlord and Tenant. If the fair market monthly Base
Rent  of  the  premises  established  in  the  two (2) appraisals varies by five
percent  (5%)  or  less  of  the  higher rental, the average of the two shall be
controlling.  If  said  fair  market  monthly Base Rent varies by more than five
percent  (5%)  of the higher rental, said appraisers, within ten (10) days after
submission of the last appraisal, shall appoint a third appraiser who shall be a
member  of  the  AIREA.  Such third appraiser shall, within twenty (20) business
days  after his appointment, determine by appraisal the fair market monthly Base
Rent  of  the  premises, taking into account the same factors referred to above,
and  submit his appraisal report to Landlord and Tenant. The fair market monthly
Base  Rent  determined  by  the  third  appraiser  for  the  premises  shall  be
controlling,  unless  it  is  less  than  that  set forth in the lower appraisal
previously  obtained,  in which case the value set forth in said lower appraisal
shall  be controlling, or unless it is greater than that set forth in the higher
appraisal previously obtained, in which case then rental set forth in the higher
appraisal shall be controlling. If either Landlord or Tenant fails to appoint an
appraiser,  or  if  an  appraiser  appointed  by either of them fails, after his
appointment,  to  submit  his appraisal within the required period in accordance
with  the foregoing, the appraisal submitted by the appraiser properly appointed
and  timely submitting his appraisal shall be controlling. If the two appraisers
appoint by Landlord and Tenant are unable to agree upon a third appraiser within
the  required period in accordance with the foregoing, application shall be made
within  twenty  (20)  days thereafter by either Landlord or Tenant to the AIREA,
which  shall  appoint  a member of said institute willing to serve as appraiser.
The  cost  of  all  appraisals under this subparagraph shall be borne equally by
Landlord  and  Tenant.


<PAGE>
     34.     Landlord's  Work.  Landlord  shall  perform  the  following work to
             -----------------
prepare  the  premises  for  Tenant's  occupancy:

          34.1     Provide  new  sheet  floor  covering  in  restrooms.
          34.2     Paint  restrooms.
          34.3     All  plumbing  fixtures shall be in good working condition to
                   the  best  of  Landlord's  knowledge.
          34.4     All  lighting  fixtures shall be in good working condition to
                   the  best  of  Landlord's  knowledge.
          34.5     All  air-conditioning  equipment  shall  be  in  good working
                   condition  to the  best of Landlord's knowledge; laminar flow
                   hoods  and  specialty  air  systems  excepted.
          34.6     Landlord  shall  cause  to have removed from the premises the
                   following  equipment:
                      (a)  Degreaser
                      (b)  Chiller  and  still
                      (c)  Carousel

     35.     Tenant's  Work.  Tenant  agrees  to construct, at Tenant's expense,
             ---------------
additional  improvements  as  follows:

          35.1     Installation  of  a floor drain with secondary containment in
                   the  warehouse area  along the drain line towards the rear of
                   the  building.
          35.2     Installation  of  an  outside chemical storage area using the
                   dock access ramp or in such  other area(s) as approved by the
                   regulatory  authorities.  Said  area  shall  be divided  by a
                   cement  block  wall,  curbed  for  secondary containment  and
                   fence  to  provide  security  and  screening.
          35.3     Installation of plastic piping to form a DI water loop within
                   the  perimeter  of  the  existing  clean room and  such other
                   areas  as determined  by  the  Tenant.
          35.4     Removal  of partitions of approximately nine private offices,
                   removal of carpet  in the area and installation of vinyl tile
                   flooring.
          35.5     Installation  of  exhaust  fans  and  ducts through the roof.
                   Tenant  shall  flash  and  re-roof all  penetrations with hot
                   mopping.
          35.6     Installation of a "clean-out" drain in the office/engineering
                   area  near  the  existing  washrooms.

          Landlord  consents to said work, however, said work shall be performed
per  the guidelines of Paragraph 9 herein. Landlord shall not be liable for, nor
is  this  lease  conditioned  upon,  Tenant's  ability  to  perform  said  work.


<PAGE>
FIRST  ADDENDUM  TO  LEASE  AGREEMENT  BETWEEN  CREEKSIDE INDUSTRIAL ASSOCIATES,
LANDLORD,  AND  I.  C.  SENSORS,  INC.,  A CALIFORNIA CORPORATION, TENANT, DATED
JANUARY  31,  1990.

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

This  Lease Addendum is entered into by and between the parties and shall become
a  part  of  that  Lease  Agreement  dated  January  10,  1986.

RECITALS:
--------

     Landlord  and  Tenant agree to extend that Lease Agreement referenced above
for  the  premises  located  at  1701  McCarthy  Boulevard,  Milpitas, CA 94035,
consisting  of  approximately  33,922  square  feet  of  building  plus parking.

     Further, Landlord and Tenant agree that all terms, conditions and covenants
of  that Lease Agreement referenced above shall govern and prevail over the term
of  the  extended  lease  period  with the exception of the following paragraphs
which  shall  govern:

     36.     EXTENDED TERM.  The term for the extended period shall be for sixty
             --------------
(60)  months  commencing  February  1,  1991,  and  ending  January  31,  1996.

     37.     RENTAL  REDUCTION.  As  consideration for extending the lease term,
             ------------------
Landlord  grants  a  rental reduction of the base rent for the final twelve (12)
month  period  of  the initial lease term.  Therefor,  for the period commencing
February  1,  1990 through January 31, 1991, the monthly net rent paid by Tenant
shall  be  $25,441.

     38.     RENTAL  DURING  EXTENDED  TERM.  During the extended term, the base
             -------------------------------
monthly  rent  shall  be:

          $25,441  for  the  period  2/1/91  -  1/31/92
          $26,713  for  the  period  2/1/92  -  1/31/93
          $28,049  for  the  period  2/1/93  -  1/31/94
          $29,451  for  the  period  2/1/94  -  1/31/95
          $30,924  for  the  period  2/1/95  -  1/31/96

All  rents  are  due  on  the  first  day  of  each and every month, in advance.

     39.     LANDLORD'S  WORK.  Landlord  shall  perform the following work in a
             -----------------
timely  manner  and  at  the  reasonable  convenience  of  Tenant.

          1)  Front  Lobby  - The lobby shall be redecorated with new carpeting,
              ------------
wall covering and ceiling tiles.  The ceiling grid shall be cleaned or repainted
as  necessary.

          2)  Exterior  Lighting - Existing light standards shall have installed
              ------------------
new fixtures that illuminate the parking area to reasonable standards of safety.
Building "wall pack lights" shall be checked and bulb size shall be increased or
new  fixtures shall be installed to provide additional illumination.

          3)  Restroom  Addition- An additional men's and women's restroom shall
              ------------------
be  constructed to include: men's restroom - two lavatories, two urinals and two
water  closets;  women's  restroom  -  two  lavatories and two water closets.  A
supply/janitor  closet shall be constructed within the restroom complex.  Tenant
and  Landlord shall mutually designate an area of approximately 20' x 20' at the
rear  of  the  building  for  construction  of  the  restroom  complex.

          4)  Painting  -  All  interior  painted  walls  shall  be  repainted.
              --------


<PAGE>
First  Addendum
I.  S.  Sensors,  Inc.
January  24,  1990
Page  2  of  2

          5) Patio Cover - A partial cover shall be provided over the rear patio
             -----------
eating  area.

     The  design,  specification and color of all materials shall be approved by
the  parties.  All  workmanship  and  materials shall be equal to or better than
existing.

IN  WITNESS  WHEREOF,  Landlord and Tenant have executed these presents, the day
and  year  first  above  written.




LANDLORD                                    TENANT
--------                                    ------

/s/  Anna  Cheng                            /s/  Donald  G.  Lynam
----------------                            ----------------------
Anna  Cheng                                 Donald  G.  Lynam
for  Preferred  Properties  80              CEO
                                            for  I.  C.  Sensors,  Inc.

/s/  Anthony  P.  Meier
-----------------------
Anthony  P.  Meier
for  Creekside  Industrial
Associates


<PAGE>
                                      LEASE
                                      -----


                         CREEKSIDE INDUSTRIAL ASSOCIATES
                         -------------------------------
                                    Landlord


                                  I.C. SENSORS
                         -------------------------------
                                     Tenant



                              ADDRESS OF PREMISES:

                             1701 MCCARTHY BOULEVARD
                               MILPITAS, CA 95035


<PAGE>
                            SECOND ADDENDUM TO LEASE



     This  Second Addendum to Lease (this "Second Addendum") is made and entered
into  by  and  between  Creekside  Industrial  Associates,  a California general
partnership  ("Landlord"),  and  I.C.  Sensors,  Inc.,  a California corporation
("Tenant"),  effective  the  first  day  of  April,  1992.

                                    RECITALS

     A.     Landlord  and  Tenant  have  entered  into  that certain Lease dated
January  10,  1986, as amended by that certain First Addendum to Lease Agreement
dated  January  31,  1990  (collectively  the  "Lease"), respecting the premises
located  at  1701  McCarthy  Boulevard,  Milpitas,  California.

     B.     Landlord  and  Tenant desire to amend the provisions of the Lease as
set forth  below.

                                   AGREEMENT

     NOW,  THEREFORE,  Landlord  and  Tenant  hereby  agree  as  follows:

     1.     Title  to Alterations.  Notwithstanding  the provisions of Paragraph
            ----------------------
9.5  of  the Lease to the contrary, any alterations or improvements which may be
made  on  the premises by Tenant, at Tenant's cost, shall remain the property of
Tenant  until  the  expiration  or earlier termination of the term of the Lease.
Except as expressly set forth above, any such improvement or alteration shall be
subject  to  all  of  the  other  existing  terms  and  conditions of the Lease.


<PAGE>
     2.     No  Further  Modifications.  Except  as expressly  modified  by this
            --------------------------
Second  Addendum,  the  terms  and  conditions of the Lease shall remain in full
force  and  effect.

     IN  WITNESS WHEREOF, Landlord and Tenant have executed this Second Addendum
effective  as  of  the  date  first  above  written.

                                        "Landlord"

                                        Creekside Industrial Associates, a
                                        California  general  partnership

                                        By:  The Meier  Group, a California
                                             limited  partnership,  general
                                             partner


                                             By:
                                                --------------------------------
                                                Anthony  P.  Meier,
                                                General  Partner

                                        Preferred  Properties  Fund  80,  a
                                        California  limited partnership, general
                                        Partner

                                        By:  Montgomery Realty Company - 80, a
                                             California limited partnership, its
                                             general partner

                                          By:  Metric  Realty  Services,  L.P.,
                                               a  Delaware  limited
                                               Partnership,  as  Attorney-in-
                                               Fact

                                             By:  MP  Services,  Inc.,  a
                                                  Delaware  corporation,  its
                                                  general  partner

                                                  By: /s/
                                                     ---------------------------

                                                     Its: Portfolio Manager
                                                         -----------------------

                                        "Tenant"

                                        I.C.  Sensors,  Inc.,  a  California
                                        corporation

                                        By: /s/
                                           -------------------------------------

                                           Its: Vice President
                                               ---------------------------------


<PAGE>
THIRD  ADDENDUM  TO  LEASE  AGREEMENT DATED 1/10/86 BETWEEN CREEKSIDE INDUSTRIAL
ASSOCIATES,  LANDLORD,  AND  I.C.  SENSORS,  INC.,  A  CALIFORNIA  CORPORATION

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

This  Lease  Addendum  is  entered  into on this 24th day of March, 1995, by and
                                                 ----        -----
between  the  parties  and  shall  become  a  part of that Lease Agreement dated
January  10,  1986.

RECITALS:
---------

     Landlord,  Beneficiary  and  Tenant  agree  to  extend that Lease Agreement
referenced  above for the premises located at 1701 McCarthy Boulevard, Milpitas,
CA  94035,  consisting  of  approximately  33,922  square  feet of building plus
parking.

     Further, Landlord, Beneficiary and Tenant agree that all terms, conditions,
and  covenants of that Lease Agreement referenced above shall govern and prevail
over  the  term of the extended lease period with the exception of the following
paragraphs  which  shall  govern:

     39.     EXTENDED  TERM.  The  term  for  the  extended  period shall be for
             --------------
fifty-nine  (59)  months  commencing  February  1, 1996, and ending December 31,
2000.

     40.     RENTAL  DURING EXTENDED TERM.  During  the  extended term, the base
             ----------------------------
monthly rent  shall  be:

               $22,049  for  the  period  02/1/96 - 01/31/97

               $22,897  for  the  period  02/1/97 - 01/31/98
               $23,745  for  the  period  02/1/98 - 01/31/99
               $24,593  for  the  period  02/1/99 - 12/31/99
               $25,442  for  the  period  01/1100 - 12/31/00

All  rents  are  due on the first day of each arid every month, in advance.

     41.     OPTION  TO  EXTEND,  Tenants  shall  have  the option to extend the
             ------------------
extended  term for one (1) five-year term. The term shall commence on January 1,
2001  and  terminate  on  December 31, 2005. Tenant shall notify Landlord of its
election  to  exercise


<PAGE>
this option, in writing, on or before July 1, 2000. The base monthly rent during
the  entire  extended  term  shall  be  $26,290.

     42.     OPTION  TO  PURCHASE.  Tenant shall have the option to purchase the
             --------------------
premises  at  any  time  before  April  1,1996.  The  purchase  price  shall  be
$2,377,000,  with  no  financing  contingencies.

     Tenant  shall  notify  Landlord of its election to purchase, in writing, at
least  30  days  prior to the purchase date. Tenant represents that no brokerage
commissions  shall  be  due  on  its  behalf  for  this  transaction.

     43.     TENANT'S  WORK.  Landlord  shall  allow  Tenant  to  construct  the
             ---------------
following  improvements  to  the  premises:

     -     Upgrade  the  existing  electrical  service  and  distribution.

     -     Increase  water  and  sewer  capacity.

     -     Increase  HVAC  capacity.

     -     Bring  Premises  into  compliance  with  the  ADA.


IN  WITNESS  WHEREOF,  Landlord,  Beneficiary  and  Tenant  have  executed these
presents,  the  day  and  year  first  above  written.

LANDLORD                                       TENANT
--------                                       ------

SEE  SIGNATURE  BLOCK  ATTACHED
-----------------------------------            ---------------------------------
for Creekside Industrial Associates            for  I.  C.  Sensors,  Inc.

                                                     4/12/95
-----------------------------------            ---------------------------------
DATE                                           DATE


BENEFICIARY (See letter dated March 14, 1995 attached to and made a part of this
-----------
Addendum)


-----------------------------------------
Mutual Life Insurance Company of New York


--------------------------
DATE


<PAGE>
THIRD  ADDENDUM  TO  LEASE  AGREEMENT DATED 1/10/86 BETWEEN CREEKSIDE INDUSTRIAL
ASSOSIATES,  LANDLORD,  AND  I.C.  SENSORS,  INC.,  A  CALIFORNIA  CORPORATION

LANDLORD
--------
CREEKSIDE INDUSTRIAL ASSOCIATES

PREFERRED PROPERTIES FUND 80
By: METRIC MANAGEMENT, INC.
    AS AGENT FOR OWNER

/s/  Richard A. Faber
----------------------
     Richard A. Faber
     Vice President

Date: 3/24/95
      -------


<PAGE>
                                GUARANTY OF LEASE


          THIS  GUARANTY  OF  LEASE  ("Guaranty")  is  made  as of June 2000, by
MEASUREMENT  SPECIALTIES, INC., a New Jersey corporation ("Guarantor"), in favor
of  DL  CREEKSIDE  BUSINESS  PARK,  LLC,  a  Delaware  limited liability company
("Landlord"),  with  reference  to  the  following  facts~

          A.  Landlord  is  the owner of certain real property commonly known as
1701  McCarthy  Boulevard,  Milpitas,  CA  94035  (the  "Property").

          B.  I.  C.  Sensors,  Inc., a California corporation ("Tenant") is the
lessee  of  the  Property pursuant to that certain Lease dated January 10, 1986,
between  Tenant  and Creekside Industrial Associates ("CIA"), as amended by that
certain  First Addendum to Lease Agreement between CIA and Tenant, dated January
31,  1990,  that  certain Second Addendum to Lease between CIA and Tenants dated
April 1,1992, and that certain Third Addendum to Lease Agreement between CIA and
Tenant,  dated  March  24,  1995  (collectively,  the  "Lease")

          C.  Tenant  has  requested  Landlord's  consent  to  the  transfer  of
ownership  of all of the outstanding shares of Tenant to Guarantor. Guarantor is
willing  to  execute  this  Guaranty  for  the  express  and intended purpose of
inducing  Landlord  to  consent  to  such  transfer, and in consideration of the
anticipated  benefit  to  Guarantor of obtaining such consent Landlord would not
consent  to such transfer but for the execution and delivery of this Guaranty by
Guarantor.

          D.  Guarantor  is  executing  this  Guaranty  in  consideration of the
anticipated  benefit  of  obtaining  Landlord's  consent  to.

     NOW,  THEREFORE,  for  good  and  valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged and agreed, Guarantor hereby agrees
as  follows:

     1.  Guaranty. Guarantor does hereby absolutely and unconditionally, jointly
         --------
and  severally  guarantee  to  Landlord  the  prompt payment of all amounts that
Tenant,  or  any  assignee of Tenant's interest under the Lease, may at any time
owe  under  the  Lease,  any  extensions, renewals or modifications thereof, and
further  guarantees  to  Landlord  the  full, prompt and faithful performance by
Tenant, or any assignee of Tenant's interest under the Lease, of each and all of
the  covenants,  terms,  and  conditions  of  the  Lease,  or  any  extensions,
modifications or renewals thereof, to be hereafter performed and kept by Tenant,
or  any  assignee of Tenant's interest under the Lease (all such, obligations of
Tenant  under  the  Lease  are referred to as "Tenant's Obligations"). Guarantor
hereby  agrees  to  indemnify,  defend and hold Landlord harmless of a breach or
default under the Lease by Tenant or any assignee of Tenant's interest under the
Lease,  provided,  that,  Guarantor's  liability to Landlord for any such Claims
shall  be  limited  to  an  amount  equal to the amount of (i) the damages which
Landlord  would  be  entitled  to  receive  under  the Lease as a result of such


<PAGE>
breach  or  default  without  regard  to  the  occurrence  of any event that may
discharge  Tenant  from  liability  therefor (such as the bankruptcy of Tenant),
plus (ii) all reasonable costs and expenses incurred by Landlord in enforcing or
establishing its rights under this Guaranty and/or the Lease, including, without
limitation,  court  costs  and  reasonable  attorneys'  fees  and disbursements.

See  Supplement,  Page  2A.

     2.  Independent  Obligations.  Guarantor's  obligations  hereunder  are
         ------------------------
independent  of  the  obligations of Tenant, or any assignee of the Lease, and a
separate  action  or  actions  may  be  brought and prosecuted against Guarantor
whether  or not action is brought against Tenant or any such assignee or whether
or  not  Tenant  or  any  such assignee be joined in any such action or actions.

     3.  Rights  of  Landlord.  Guarantor authorizes Landlord, without notice or
         --------------------
demand  and  without affecting its liability hereunder, from time to time to (a)
extend, accelerate, or otherwise change the time for any payment provided for in
the  Lease,  or  any covenant, term or condition of the Lease, impair or suspend
the  Landlord's  remedies or rights against Tenant in connection with the Lease,
and  to  consent to any assignment, subletting or reassignment of the Lease; (b)
take  and  hold  security  for  any payment provided for in the Lease or for the
performance  of  any covenant term or condition of the Lease, or exchange, waive
or  release  any  such security; (c) apply such security and direct the order or
manner  of  sale  thereof  as Landlord in its discretion may determine; and (d)
release  or  substitute  Tenant or any other guarantor or other person or entity
liable  in  respect  of  all  or  any part of Tenant's Obligations. Landlord may
without  notice  assign  this  Guaranty,  the Lease, or the rents and other sums
payable  thereunder.  Notwithstanding  any  termination,  renewal, extension  or
holding  over  of  the Lease, this Guaranty shall continue until all of Tenant's
Obligations  have  been fully and completely performed by Tenant or any assignee
of  the  Lease.

Guarantor  shall  not  be released by any act or event which might, but for this
provision  of  this  Guaranty,  be  deemed  a  legal or equitable discharge of a
surety,  or  by  reason  of  any waiver, extension, modification, forbearance or
delay or other act or omission of Landlord or its failure to proceed promptly or
otherwise  as  against  Tenant or Guarantor, or by reason of any action taken or
omitted or circumstance which may or might vary the risk or affect the rights or
remedies  of  Guarantor  as against Tenant, or by reason of any further dealings
between  Tenant  and  Landlord,  whether relating to the Lease or otherwise, and
Guarantor  hereby  expressly  waives and surrenders any defense to its liability
hereunder  based  upon any of the foregoing acts, omissions, things, agreements,
waivers  or  any  of them; it being the purpose and intent of this Guaranty that
the  obligations of Guarantor hereunder are absolute and unconditional under any
and  all  circumstances.

Guarantor  further  agrees  that  to  the  extent  Tenant or Guarantor makes any
payment  to Landlord in connection with Tenant's Obligations and all or any part
of  such  payment  is  subsequently  invalidated,  declared  to be fraudulent or
preferential,  set  aside or required to be repaid by Landlord or paid over to a
trustee,  receiver  or  any  other  entity,  whether under any bankruptcy act or
otherwise  (any  such  payment  is  hereinafter  referred  to as a "Preferential
Payment"),  then  this  Guaranty  shall  continue  to  be  effective or shall be
reinstated,  as the case may be, and, to the extent of such payment or repayment
by  Landlord,  Tenant's  Obligations  or  part  thereof  intended


<PAGE>
to  be  satisfied by such Preferential Payment shall be revived and continued in
full  force  and  effect  as  if  said  Preferential  Payment had not been made.

     4. Waiver of Defenses.  Guarantor  waives (a) any right to require Landlord
        ------------------
to  (i)  proceed  against  Tenant  or any other guarantor or any other person or
entity;  (ii)  proceed  against  or  exhaust  any  security  held from Tenant or
Guarantor;  (iii)  pursue  any  other remedy in Landlord's power which Guarantor
cannot  itself  pursue,  and which would lighten its burden; (b) all statutes of
limitations  as a defense to any action brought against Guarantor by Landlord to
the  fullest  extent  permitted  by  law;  (c)  any defense based upon any legal
disability  of  Tenant,  or  any  assignee  of  the  Lease,  or any discharge or
limitation  of  the  liability  of  Tenant,  or  any  assignee  of the Lease, to
Landlord,  whether  consensual or arising by operation of law or any bankruptcy,
reorganization,  receivership,  insolvency, or debtor-relief proceeding, or from
any other cause; (d)  presentment,  demand,  protest and notice of any kind; and
(e)  any  defense  based upon or arising out of any defense which Tenant, or any
assignee  of  the  Lease,  may have to the payment or performance of any part of
Tenant's  Obligations. Guarantor waives all demands upon and notices to Tenant,
or  any  assignee  of  Tenant's  interest  under  the  Lease,  and to Guarantor,
including  demands  for  performance,  notices  of  non-performance,  notices of
non-payment  and  notice  of  acceptance  of  this  Guaranty.

     5.  Waiver of Subrogation.
         ---------------------

          (a)  Notwithstanding  any  other  prevision  of  this  Guaranty to the
contrary,  until  the  obligations of Tenant under the Lease are fully performed
and paid, Guarantor hereby waives any claims or other rights which Guarantor may
now  have  or  hereafter acquire against Tenant or any other guarantor of all or
any  of  Tenant's  Obligations,  which  claims  or  other  rights arise from the
existence  or  performance of Guarantor's obligations under this Guaranty or the
Lease  (all  such  claims and rights are referred to as "GUARANTOR'S CONDITIONAL
RIGHTS"),  including,  without  limitation,  any  right  of  subrogation,
reimbursement,  exoneration,  contribution,  or  indemnification,  any  right to
participate  in any claim or remedy of Landlord against Tenant or any collateral
which  Landlord now has or hereafter acquires, whether or not such claim, remedy
or  right  arises  in  equity  or  under contract, statute or common law, by any
payment  made hereunder or otherwise, including without limitation, the right to
take  or  receive from Tenant, directly or indirectly, in cash or other property
or  by  setoff  or  in  any other manner, payment or security on account of such
claim or other rights.  If, notwithstanding the foregoing provisions, any amount
shall  be paid to Guarantor on account of any Guarantor's Conditional Rights and
either  (i)  such  amount  is  paid  to  Guarantor  at  any  time  when Tenant's
Obligations shall not have been paid or performed in full, or (ii) regardless of
when such amount is paid to Guarantor, any payment made by Tenant to Landlord is
at  any  time  determined to be a Preferential Payment, then such amount paid to
Guarantor shall be held in trust for the benefit of Landlord and shall forthwith
be  paid  to  Landlord  to  be  credited  and applied upon Tenant's Obligations,
whether  matured  or  unmatured,  in  such  order  as  Landlord, in its sole and
absolute  discretion,  shall  determine.

          (b)  To the extent that any of the provisions of subsection (a) of the
above Section shall not be enforceable, Guarantor agrees that until such time as
Tenant's  Obligations  have  been


<PAGE>
paid  and  performed in full and the period of time has expired during which any
payment  made  by  Tenant  or  Guarantor to Landlord  may  be determined to be a
Preferential  Payment,  Guarantor's Conditional Rights to the extent not validly
waived  shall be subordinate to Landlord's right to full payment and performance
of Tenant's Obligations, and Guarantor shall not enforce Guarantor's Conditional
Rights  during  such  period.

     6.     Costs  and  Expenses  If  Guarantor  fails  to  perform  any  of its
            --------------------
obligations  under  this  Guaranty  or if any dispute arises between the parties
hereto  concerning  the  meaning  or  interpretation  of  any  provision of this
Agreement,  then  the  defaulting  party  or  the  party  not prevailing in such
dispute,  as  the case may be, shall pay any and all costs and expenses incurred
by  the  other  party  on  account  of  such  default  and/or  in  enforcing  or
establishing  its  rights  hereunder, including, without limitation, court costs
and  reasonable  attorneys' fees and disbursements. Any such attorneys' fees and
other  expenses  incurred  by  either party in enforcing a judgment in its favor
under this Agreement shall be recoverable separately from and in addition to any
other  amount  included in such judgment, and such attorneys' fees obligation is
intended  to  be  severable  from  the other provisions of this Agreement and to
survive  and  not  be  merged  into  any  such  judgment.

     7.     Notices.  Any  notice,  demand  or  request by Landlord to Guarantor
            -------
shall  be  in  writing  and  shall  be deemed to have been duly given or made if
personally  delivered,  sent  by  overnight  courier  or  mailed by certified or
registered  mail addressed to Guarantor at the address set forth below. Any such
notice  shall  be  deemed  given  upon  actual receipt (or attempted delivery if
delivery  is  refused.)

                              Guarantor:     Measurement  Specialties,  Inc.
                              ---------

See  Supplement, Page 4 A.                   __________________________________
                                             __________________________________
                                             __________________________________


     8.  Delay; Cumulative Remedies. No delay or failure by Landlord to exercise
         --------------------------
any right or remedy against Tenant or Guarantor will be construed as a waiver of
that  right or remedy. All remedies of Landlord against Tenant and Guarantor are
cumulative.

     9.  Miscellaneous.
         -------------

          (a)  This  Guaranty  shall  bind  Guarantor,  its  heirs,  executors,
successors  and  assigns,  and  shall  inure  to the benefit of Landlord and its
successors  and  assigns.

          (b)  The  invalidity or unenforceability of any one or more provisions
of  this  Guaranty  will  not  affect  any  other  provision.


<PAGE>
          (c)  This Guaranty and each and every term and provision thereof shall
be  construed  in  accordance  with  the  laws  of  the  State  of  California.

     IN  WITNESS  WHEREOF, Guarantor has executed this instrument on the day and
year  first  above  written.

                               Guarantor:  MEASUREMENT SPECIALTIES, INC.,
                                           a  New  Jersey  corporation


                                           By:  /s/  Kirk  Dischino
                                              ----------------------------------

                                           Name:  Kirk  Dischino
                                                --------------------------------

                                           Its:  Chief  Financial  Officer
                                               ---------------------------------



                                           By:
                                              ----------------------------------
                                           Name:
                                                --------------------------------
                                           Its:
                                               ---------------------------------


<PAGE>


                       GUARANTY OF LEASE (THE "GUARANTY")
                                       BY
                          MEASUREMENT SPECIALTIES, INC.
                                   IN FAVOR OF
                         DL CREEKSIDE BUSINESS PARK, LLC



Supplementing  Section  1 of the Guaranty, notwithstanding any term or provision
of  this  Guaranty  to  the  contrary,  this  Guaranty  shall terminate, and the
Guarantor's  obligations  hereunder shall be of no further force or effect, upon
an  assignment  of  the Lease for which the Landlord's prior written consent has
been  given  pursuant  to  Section  17  of  the  Lease.


                                          MEASUREMENT  SPECIALTIES,  INC.,  a
                                          New  Jersey  corporation


                                          By:  /s/  Kirk  Dischino
                                             -----------------------------------
                                             Kirk  Dischino
                                             Chief  Financial  Officer


                                     Page 2A
<PAGE>
Guarantor
---------

Measurement Specialties, Inc.
80 Little Falls Road
Fairfield, New Jersey 07004
Attn: Kirk Dischino, CFO
Fax: 973-808-5619

With copies to:

McCarter & English
100 Mulberry Street
Four Gateway Center
Newark, New Jersey 07001
Attn: Kenneth E. Thompson, Esq.
Fax 973-624-7070

-And-

John Arnold, Esq.
104 Highland Terrace
Woodside, California 94062
Fax : 650-851-7374


                                    Page 4A
<PAGE>
                                    ICSENSORS
                  (a division of Measurement Specialties Inc.)
                               1701 McCarthy Blvd.
                               Milpitas, CA 95035
                              Phone: 408.432.1800
                                Fax: 408.434.6887



CERTIFIED  MAIL,  RETURN  RECEIPT  REQUESTED




May  31,  2000

Ms.  Janine  Roberts
DL  Creekside  Business  Park,  LLC
C/o  DRA  Advisors
220  East  42nd  Street  27th  Floor
New  York,  New  York  10017

RE:  IC  Sensors,  Inc.
     Lease for premises located at 1701 McCarthy Boulevard, Milpitas, California

Dear  Ms.  Roberts:

Pursuant  to  Section  41  of the Lease dated January 10, 1986 between Creekside
Industrial  Associates and IC Sensors, Inc., as amended by the Third Addendum to
Lease  dated  March  24,  1995,  IC Sensors, Inc. hereby exercises its extension
option,  extending  the  term  for  an  additional  five  years.

                                                  Very  truly  yours,


                                                  /s/  Kirk  Dischino
                                                  Kirk  Dischino
                                                  Chief  Financial  Officer

CC:    Craig  B.  Etlin,  Esq.  (via  certified mail, return receipt requested)
       Ms.  Donna  Brown  (via  certified  mail,  return  receipt  requested)


<PAGE>