<PAGE>

                                     LEASE


                                    Between




                ROGER F. MAIROSE AND WENDY W. MAIROSE, TRUSTEES
                -----------------------------------------------

                                      and


                              EIP MICROWAVE, INC.
                              -------------------
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                                       LEASE

     This Lease is made this 6th day of AUGUST 1998, between ROGER F. AND 
WENDY W. MAIROSE. TRUSTEES ("LANDLORD"), AND EIP MICROWAVE, INC. ("TENANT"), 
who agree as follows:

1.   RECITALS: This Lease is made with reference to the following facts and 
objectives:
          A.   LANDLORD is the Owner of the Premises commonly known as 109 
Bonaventura Dr., San Jose, California which consist generally of a 
multi-tenant building.
          B.   TENANT is willing to lease the Premises from LANDLORD pursuant 
to the provisions stated in this Lease.
          C.   TENANT wishes to lease the Premises for purposes of operating 
assembly, testing, distribution of electronic equipment and research and 
development.
          D.   TENANT has examined the Premises and is fully informed of 
their condition.
2.   PREMISES: LANDLORD leases to TENANT and TENANT leases from LANDLORD the 
real property located in the City of SAN JOSE, County of SANTA CLARA, State 
of California, described as 109 Bonaventura Dr., San Jose, California 
("Premises").
3.   TERM: The term shall commence October 1, 1998,  and shall expire 
September 30,  2001.
4.   DELIVERY OF POSSESSION: If LANDLORD is unable to deliver possession of 
the Premises by the date specified for the commencement of the term, LANDLORD 
shall not be liable for any damage caused for failing to deliver possession, 
and this Lease shall not be void or voidable. TENANT shall not be liable for 
Rent until LANDLORD delivers possession of the Premises to TENANT, but the 
term shall not be extended by the delay. If LANDLORD does not deliver 
possession of the Premises to TENANT within twelve (12) months of the date of 
execution of this Lease, either LANDLORD or TENANT can elect to terminate 
this Lease by giving notice to the other at any time before the date LANDLORD 
delivers possession of the Premises to TENANT.
5.   ACCEPTANCE OF PREMISES: TENANT'S taking possession of the Premises on 
commencement of the term shall constitute TENANT'S acknowledgment that the 
Premises are in good condition.
6.   RENT:
     A.    BASE RENT:  TENANT shall pay to LANDLORD as monthly Rent ("Base 
Rent"), without deduction, setoff, prior notice, or demand, the sum of PER 
SCHEDULE A Dollars ($______), per month in advance of the first (1st) day of 
each month, commencing on the date the term commences, and continuing during 
the term. Monthly Rent for the first month or portion of it shall be paid on 
the day the term commences. Monthly Rent for any partial month shall be 
prorated at the rate of one-thirtieth (1/30th) of the monthly Rent per day. 
Monthly Rent shall be adjusted according to the schedule attached hereto as 
Schedule A. Base Rent and all other sums payable to LANDLORD hereunder shall 
be herein referred to as Rent.
     All Rent shall he paid to LANDLORD at the address to which notices to 
LANDLORD are given.
     B.    LATE CHARGES: LANDLORD hereby acknowledges that late payment by 
TENANT of Rent will cause LANDLORD to incur costs not contemplated by this 
Lease, the exact amount of which will be extremely difficult to ascertain. 
Such costs include, but are not limited to, processing and accounting 
charges, and late charges, which may be imposed upon LANDLORD by any Lender. 
Accordingly, if any Rent shall not be received by LANDLORD on or before the 
date such amount shall be due, then, without any requirement for notice to 
TENANT, TENANT shall pay to LANDLORD a late charge equal to six percent (6%) 
of each such overdue amount. If payment is not made within five (5) days 
after the payment is due, the amount of the late charge shall increase to ten 
percent (10%) of such overdue amount. The parties hereby agree that such late 
charge represents a fair and reasonable estimate of the costs LANDLORD will 
incur by reason of such late payment. Acceptance of such late charge by 
LANDLORD shall in no event constitute a waiver of TENANT'S Default or Breach 
with respect to such overdue amount, nor prevent the exercise of any of the 
other rights and remedies granted hereunder. In the event that a late charge 
becomes payable hereunder, whether or not collected, for three (3) 
installments of Base Rent at any time during the term, then notwithstanding 
any provision of this Lease to the contrary, Base Rent shall, at LANDLORD'S 
option, become due and payable quarterly in advance.
7.   COMMON AREAS - OPERATING COSTS:
     TENANT shall pay to LANDLORD at the times set forth in this paragraph 
TENANT'S Share (as defined in Paragraph 16) of LANDLORD's operating costs for 
the building and outside areas in which the Premises are located; in monthly 
installments payable with the Base Rent, as established by LANDLORD in 
accordance with Paragraph 16 hereof.
     LANDLORD'S operating costs include, without limitation, all costs of any 
kind paid or incurred by LANDLORD in operating, cleaning, equipping, 
protecting, lighting, repairing. replacing and maintaining the areas of the 
building not leased or available for lease to tenants, common areas, 
landscaping, parking areas and walkways. The costs shall include, without 

<PAGE>

limitation. utilities, supplies, janitorial services, employees' wages, 
social security and unemployment insurance contributions, union benefits, 
rubbish removal, maintenance and replacement of landscaping. and premiums for 
commercial general liability insurance and all risk property insurance. These 
costs shall include a reasonable reserve for repair and replacement of 
equipment used in the maintenance and operation of the building and all costs 
except those properly charged as a capital expense and depreciation of the 
original cost of construction. TENANT'S Share, of such expense, shall be 
considered to he a TENANT cost for purposes of Paragraph 16 hereof.
     LANDLORD shall keep full, accurate, and separate books of account 
covering LANDLORD'S operating costs, and the statement to TENANT shall 
accurately reflect the total operating costs and TENANT'S share. The books of 
account shall be retained by LANDLORD for a period of at least ten (10) 
months after the expiration of each calendar year. TENANT shall have the 
right at all reasonable times during the term to inspect the books of account.
8.   SECURITY DEPOSIT: On execution of this Lease, TENANT shall deposit with 
LANDLORD FOURTEEN THOUSAND FIVE HUNDRED FIFTY-THREE Dollars ($14,553.00) as a 
security deposit for the performance by TENANT of the provisions of this 
Lease. If TENANT is in default, LANDLORD can use the security deposit, or any 
portion of it, to cure the default or to compensate LANDLORD for all damage 
sustained by LANDLORD resulting from TENANT'S default. TENANT shall 
immediately on demand pay to LANDLORD a sum equal to the portion of the 
security deposit expended or applied by LANDLORD as provided in this 
paragraph so as to maintain the security deposit in the sum initially 
deposited with LANDLORD. If TENANT is not in default at the expiration or 
termination of this Lease, LANDLORD shall return the security deposit to 
TENANT. LANDLORD'S obligation with respect to the security deposit are those 
of a debtor and not a trustee. LANDLORD can maintain the security deposit 
separate and apart from LANDLORD'S general funds or can commingle the 
security deposit with LANDLORD'S general and other funds. LANDLORD shall not 
be required to pay TENANT interest on the security deposit.
9.   TAXES; ASSESSMENTS:
     A.   PERSONAL PROPERTY TAXES: TENANT shall pay before delinquency all 
taxes, assessments, license fees, and other charges ("taxes") that are levied 
and assessed against TENANT'S personal property installed or located in or on 
the Premises, and that become payable during the term. On demand by LANDLORD, 
TENANT shall furnish LANDLORD with satisfactory evidence of these payments.
     B.   REAL PROPERTY TAXES:  TENANT shall pay to LANDLORD Tenant's Share 
of the amount, if any. by which Real Property Taxes applicable to the 
Premises for any fiscal tax year increase over the Real Property Taxes for 
The fiscal tax year during which the term commences. As used herein, the term 
"Real Property Taxes" shall include any form of assessment, real estate, 
general, special, ordinary or extraordinary or rental levy or tax (other than 
inheritance, personal income or estate taxes), improvement bond and/or 
license fee imposed upon or levied against any legal or equitable interest of 
LANDLORD in the Premises, LANDLORD'S right to other income therefrom and/or 
LANDLORD'S business of leasing, by any authority having the direct or 
indirect power to tax. Real Property Taxes shall also include any charge or 
increase imposed by reason of events occurring during the term of this Lease, 
including, but not limited to, a change in ownership of the Premises.
     TENANT'S said share of such real property taxes shall be considered to 
be a TENANT cost for purposes of Paragraph 16 hereof.
     If any general or special assessment is levied and assessed against the 
building, other improvements, or land of which the Premises are a part, 
LANDLORD can elect to either pay the assessment in full or allow the 
assessment to go to bond. If LANDLORD pays the assessment in full, TENANT 
shall pay to LANDLORD each time a payment of real property taxes is made a 
sum equal to that which would have been payable (as both principal and 
interest) had LANDLORD allowed the assessment to go to bond.
10.  USE:  TENANT shall use the Premises for assembly, testing, distributing 
of electronic equipment and research and development, and for no other use 
without LANDLORD'S prior written consent.
     A.   LIMITATIONS ON USE: TENANT'S use of the Premises as provided in 
this Lease shall be in accordance with the following:
          (1)  CANCELLATION OF INSURANCE:  INCREASE IN INSURANCE RATES:  
TENANT shall not do, bring, or keep anything in or about the Premises that 
will cause a cancellation of any insurance covering the building in which the 
Premises are located.
     If the rate of any insurance carried by LANDLORD is increased as a 
result of TENANT'S use, TENANT shall pay to LANDLORD within ten (10) days 
before the date LANDLORD is obligated to pay a premium on the insurance, or 
within ten (10) days after LANDLORD delivers to TENANT a certified statement 
from LANDLORD'S insurance carrier stating that the rate increase was caused 
solely by an activity of TENANT on the Premises as

<PAGE>

permitted in this Lease, whichever date is later, a sum equal to the 
difference between the original premium and the increased premium.
          (2)  COMPLIANCE WITH LAWS:  TENANT shall comply with all laws, 
covenants or restrictions of record, building codes, regulations and 
ordinances (collectively "laws") concerning the Premises or TENANT'S use of 
the Premises, including, without limitation, the obligation at TENANT'S cost 
to alter, maintain, or restore the Premises in compliance and conformity with 
all laws relating to the condition, use, or occupancy of the Premises during 
the term. If any law is changed after the commencement date of this Lease so 
as to require during the term the construction of an addition and/or an 
alteration of the building, or the reinforcement or other physical 
modification of the Building ("Capital Expenditure"), LANDLORD and TENANT 
shall allocate the cost of such work as follows:
                (a)  Subject to subparagraph (c) below, if such Capital 
Expenditures are required as a result of the specific and unique use of the 
Premises by Tenant as compared with uses by tenants in general, TENANT shall 
be fully responsible for the cost thereof, provided, however that if such 
Capital Expenditure is required during the last two (2) years of this Lease 
and the cost thereof exceeds six (6) months' Base Rent, TENANT may instead 
terminate this Lease unless LANDLORD notifies TENANT, in writing, within ten 
(10).days after receipt of TENANT'S termination notice that LANDLORD has 
elected to pay the difference between the actual cost thereof and the amount 
equal to six (6) months' Base Rent. If TENANT elects termination, TENANT 
shall immediately cease the use of the Premises which requires such Capital 
Expenditure and deliver to LANDLORD written notice specifying a termination 
date at least ninety (90) days thereafter. Such termination date shall, 
however, in no event be earlier than the last day that TENANT could legally 
utilize the Premises without commencing such Capital Expenditure.
                (b)  If such Capital Expenditure is not the result of the 
specific and unique use of the Premises by TENANT (such as, governmentally 
mandated seismic modifications), then Landlord shall pay the cost thereof and 
such cost shall be prorated between the parties and TENANT shall only be 
obligated to pay each month during the remainder of the term on the date on 
which Base Rent is due an amount equal to the product of multiplying the cost 
of such replacement by a fraction, the numerator of which is one (1) and the 
denominator of which is the useful life as reasonably determined by LANDLORD 
(including interest at the rate often percent (10%) per annum, with TENANT 
reserving the right to prepay the obligation at any time); provided, however, 
that if such Capital Expenditure is required during the last two years of 
this Lease or if LANDLORD reasonably determines that it is not economically 
feasible to pay its share thereof, LANDLORD shall have the option to 
terminate this Lease upon ninety (90) days prior written notice to TENANT 
unless TENANT notifies LANDLORD, in writing, within ten (10) days after 
receipt of LANDLORD'S termination notice that TENANT will pay for such 
Capital Expenditure. If LANDLORD does not elect to terminate, and fails to 
tender its share of any such Capital Expenditure, TENANT may advance such 
funds and deduct same, with interest, from Rent until LANDLORD'S share of 
such costs have been fully paid. If TENANT is unable to finance TENANT'S 
share, or if the balance of the Rent due and payable for the remainder of 
this Lease is not sufficient to fully reimburse TENANT on an offset basis, 
TENANT shall have the right to terminate this Lease upon thirty (30) days 
written notice to Lessor.
                (c)  Notwithstanding the above, the provisions concerning 
Capital Expenditures are intended to apply only to non-voluntary, unexpected, 
and new Applicable Requirements. If the Capital Expenditures are instead 
triggered by TENANT as a result of an actual or proposed change in use, 
change in intensity of use, or modification to the Premises then, and in that 
event, TENANT shall be fully responsible for the cost thereof, and TENANT 
shall not have any right to terminate this Lease.
       (3)  WASTE; NUISANCE:  TENANT shall not use the Premises in any manner 
that will constitute waste, nuisance, or unreasonable annoyance (including, 
without limitation, the use of loudspeakers or sound or light apparatus that 
can be heard or seen outside the Premises) to owners or occupants of adjacent 
properties.
      TENANT shall not use the Premises for sleeping, washing clothes, 
cooking, or the preparation, manufacture or mixing of anything that might 
emit any odor or objectionable noises or lights onto adjacent properties.
           (4)  OVERLOADING:  TENANT shall not do anything on the Premises 
that will overload, cause damage to, vibrate or shake the building in which 
the Premises are located.
11.  MAINTENANCE:
     A.   TENANT'S MAINTENANCE:  Subject to the provisions of paragraphs 
10.A(2) (Compliance With Laws), 11.C Landlord's Maintenance), 17 
(Destruction) and 18 (Condemnation), TENANT at its cost shall maintain, in 
good condition, all portions of the Premises (whether or not the portion of 
the Premises requiring repairs, or the means of repairing the same, are 
reasonably or readily accessible to TENANT, and whether or not the need for 
such repairs occurs as a result of TENANT'S use, or any prior use, the 
elements or the age of the Premises). TENANT shall also be responsible for 
keeping the roof and roof drainage clean and

<PAGE>

free of debris. TENANT'S obligations shall include restorations, replacements 
or renewals when necessary to keep the Premises and all improvements thereon 
or a part thereof in good order, condition and state of repair.
     B.   SERVICE CONTRACTS:  TENANT shall, at TENANT'S sole expense, procure 
and maintain contracts, with copies to LANDLORD, in customary form and 
substance for, and with contractors specializing and experienced in the 
maintenance of the following equipment and improvements: (i) HVAC equipment; 
(ii) fire extinguishing systems, including fire alarm and/or smoke detection; 
and (iii) any other equipment as reasonably required by LANDLORD.
     C.   LANDLORD'S MAINTENANCE:  LANDLORD, at its cost, shall maintain, in 
good condition, the surface and structural elements of the roof, foundations 
and bearing wall. Except as herein provided, LANDLORD shall have no 
obligation to maintain the Premises.
     TENANT shall be liable for any damage to the building in which the 
Premises are located resulting from the acts or omissions of TENANT or its 
authorized representatives.
12.  ALTERATIONS:  TENANT shall not make any alterations to the Premises 
without LANDLORD'S consent. All work with respect to allowed alterations 
shall be performed by MAI Industries, Inc., or such other contractor as may 
be designated by LANDLORD. With respect to allowed alterations. TENANT shall: 
(i) prior to commencing work, acquire all applicable governmental permits, 
copies of which, together with the plans therefor, shall be furnished 
LANDLORD prior to commencing work; (ii) comply with all conditions of said 
permits and perform all work in a good and workmanlike manner with good and 
sufficient materials; (iii) upon completion, provide LANDLORD "as-built" 
plans and specifications; and (iv) for work not performed by MAI Industries, 
Inc., which costs an amount greater than Ten Thousand Dollars ($10,000.00), 
provide a lien and completion bond in an amount equal to one hundred fifty 
percent (150%) of the estimated cost of the work. Any alterations made shall 
remain and be surrendered with the Premises on expiration or termination of 
the term, except that LANDLORD can elect within thirty (30) days before 
expiration of the term, or within thirty (30) days after termination of the 
term, to require TENANT to remove any alterations that TENANT has made to the 
Premises. If LANDLORD so elects, TENANT at its cost shall restore the 
Premises to the condition designated by LANDLORD in its election, before the 
last day of the term, or within thirty (30) days after notice of election is 
given, whichever is later.
     If TENANT makes any alterations to the Premises as provided in this 
paragraph, the alterations shall not be commenced until twenty (20) days 
after the LANDLORD has received notice from TENANT stating the date the 
installation of the alterations is to commence so that LANDLORD can post and 
record an appropriate Notice of Nonresponsibility. 
13.  MECHANICS' LIENS:  TENANT shall pay all costs for construction done by 
it or caused to be done by it on the Premises as permitted by this Lease. 
TENANT shall keep the building, other improvements, and land of which the 
Premises are a part free and clear of all mechanic's liens resulting from 
construction done by or for TENANT.
     TENANT shall have the right to contest the correctness or the validity 
of any such lien if, immediately on demand by LANDLORD, TENANT procures and 
records a lien release bond issued by a corporation authorized to issue 
surety bonds in California in an amount equal to one and one-half (1 - 1/2) 
times the amount of the claim of lien. The bond shall meet the requirements 
of Civil Code Section 3143 and shall provide for the payment of any sum that 
the claimant may recover on the claim (together with costs of suit, if it 
recovers in the action).
14.  UTILITIES AND SERVICES:
     A.   TENANT'S UTILITIES AND SERVICES:  TENANT shall make all 
arrangements for and pay for all utilities, telecommunication services, and 
all other services furnished to or used by TENANT or by the Premises, 
including, without limitation, gas, electricity, water, telecommunication 
service and trash collections. TENANT shall also pay for any and all 
connection charges and other maintenance and repair of any cabling or other 
systems required to supply such utility service to the Premises. TENANT shall 
have reasonable access to any wiring or cabling within the Premises. If the 
wiring or cabling is in a portion of the building in which the Premises is a 
part, but is not accessible from the Premises, TENANT shall notify LANDLORD 
of the requirement of any such repairs so that reasonable arrangements can be 
made for TENANT to effect any such needed repairs. TENANT agrees that 
LANDLORD shall have no responsibility whatsoever for providing any utility 
service or providing utility service lines, wiring or cable maintenance, 
repair or replacement and that the responsibility for all utilities and all. 
utility service lines, wiring or cabling shall be with TENANT. TENANT agrees 
to indemnify and hold LANDLORD free and harmless from and against any and all 
claims, liabilities or damages resulting to TENANT from the failure or 
interruption of use of any utility services, or otherwise resulting to any 
person or to any property as a result of TENANT'S repair, maintenance or 
replacement, or failure thereof, of any utility system required to be 
maintained hereunder.
15.  INDEMNITY AND EXCULPATION:  INSURANCE:
     A.   EXCULPATION OF LANDLORD:  LANDLORD shall not be liable for injury 
or damage to the person or goods, wares, merchandise or other property of 
TENANT, TENANT'S

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employees, contractors, invitees, customers, or any other person in or about 
the Premises, whether such damage or injury is caused by or results from 
fire, steam, electricity, gas, water or rain, or from the breakage, leakage, 
obstruction or other defects of pipes, fire sprinklers, wires, appliances, 
plumbing, HVAC or lighting fixtures, or from any other cause, whether the 
said injury or damage results from conditions arising upon the Premises or 
upon other portions of the Building of which the Premises are a part, or from 
other sources or places. LANDLORD shall not be liable for any damages arising 
from any act or neglect of any other tenant of LANDLORD. Notwithstanding 
LANDLORD'S negligence or breach of this Lease, LANDLORD shall under no 
circumstances be liable for injury to TENANT'S business or for any loss of 
income or profit therefrom.
      B.   INDEMNITY:  TENANT shall indemnify, protect, defend and hold 
harmless the Premises, LANDLORD and its agents, partners and lenders, from 
and against any and all claims, loss of rents and/or damages, liens, 
judgments, penalties, attorneys' and consultants' fees, expenses and/or 
liabilities arising out of, involving, or in connection with the use and/or 
occupancy of the Premises by TENANT. If any action or proceeding is brought 
against LANDLORD by reason of any of the foregoing matters, TENANT shall upon 
notice defend the same at TENANT'S expense by counsel reasonably satisfactory 
to LANDLORD and LANDLORD shall cooperate with TENANT in such defense. 
LANDLORD need not have first paid any such claim in order to be defended or 
indemnified.
     C.   PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE:
          (1)  CARRIED BY TENANT:  TENANT shall obtain and keep in force a 
Commercial General Liability Policy of Insurance, ISO form CGO001, or its 
equivalent, protecting TENANT and LANDLORD against claims for bodily injury, 
personal injury and property damage based upon or arising out of the 
ownership, use, occupancy or maintenance of the Premises and all areas 
appurtenant thereto. Such insurance shall be on an occurrence basis providing 
single limit coverage in an amount not less than Two Million Dollars 
($2,000,000.00) per occurrence with an "ADDITIONAL INSURED-MANAGERS OR 
LESSORS OF PREMISES ENDORSEMENT", ISO form CG2011, or its equivalent, and 
contain the "AMENDMENT OF THE POLLUTION EXCLUSION ENDORSEMENT", ISO form 
CG0041, or its equivalent, for damage caused by heat, smoke or fumes from a 
hostile fire. The Policy shall not contain any intra-insured exclusions as 
between insured persons or organizations, but shall include coverage for 
liability assumed under this Lease as an "insured contract" for the 
performance of TENANT'S indemnity obligations under this Lease. The limits of 
said insurance shall not, however, limit the liability of TENANT nor relieve 
TENANT of any obligation hereunder. All insurance carried by TENANT shall be 
primary to and not contributory with any similar insurance carried by 
LANDLORD, whose insurance shall be considered excess insurance only.
           (2)  CARRIED BY LANDLORD:  LANDLORD shall maintain liability 
insurance as described in Paragraph 15.C.(1), in addition to, and not in lieu 
of, the insurance required to be maintained by TENANT. TENANT shall not be 
named as an additional insured therein.
     D.   TENANT'S FIRE INSURANCE:  TENANT at its cost shall maintain on all 
its personal property, TENANT'S improvements, and alterations, in, on, or 
about the Premises, a property insurance on an all-risk policy form, with 
vandalism and malicious mischief endorsements, to the extent of at least one 
hundred percent (100%) of their full replacement value. The proceeds from any 
such policy shall be used by TENANT for the replacement of personal property 
or the restoration of TENANT'S improvements or alterations.
     E.   PLATE GLASS INSURANCE:  TENANT at its cost shall maintain full 
coverage plate glass insurance on the Premises.
     F.   BOILER AND MACHINERY INSURANCE:  TENANT at its cost shall maintain 
boiler and machinery insurance on all boilers, air-conditioning equipment, 
and other pressure vessels and systems located in, on or about the Premises. 
If any of these items and the damage that may be caused by them are not 
covered by the standard fire and extended coverage insurance referred to in 
this Paragraph, the boiler and machinery insurance shall have limits of not 
less than Five Hundred Thousand Dollars ($500,000.00) per occurrence.
     The insurance policy shall be issued in the names of LANDLORD, TENANT, 
and LANDLORD'S lender, as their interests appear. The insurance policy shall 
provide that any proceeds shall be made payable to LANDLORD as provided in 
this Paragraph.
     In case this Lease is terminated, the insurance policy, all rights under 
it, and the insurance proceeds shall be assigned to LANDLORD at LANDLORD'S 
election.
     G.   FIRE INSURANCE:  LANDLORD, as a TENANT cost, shall maintain on the 
building and other improvements in which the Premises are located the 
following policy or policies:
           (1)  fire and extended coverage insurance, with vandalism and 
malicious mischief endorsements, and such other endorsements as LANDLORD 
deems appropriate. The amount of such insurance shall be equal to the lull 
replacement cost of the Premises, as the same shall exist from time to time, 
or the amount required by lenders. TENANT'S alteration, trade
<PAGE>

fixtures and personal property shall be insured by TENANT under Paragraph 
15.D and not by LANDLORD. Such policy or policies shall insure against all 
risks of direct physical loss or damage (including the perils of flood and/or 
earthquake if required by a lender and/or generally maintained by owners of 
similar buildings in the vicinity of the Premises), including coverage for 
debris removal and the enforcement of any laws requiring the upgrading, 
demolition, reconstruction or replacement of any portion of the Premises as 
the result of a covered loss. The policy or policies shall also contain an 
agreed valuation provision in lieu of any coinsurance claim, waiver of 
subrogation and inflation guard protection.
           (2)  loss of Rent coverage insuring the loss of full Rent 
(including TENANT costs) for one (1) year.
     H.   WAIVER OF SUBROGATION:  The parties release each other, and their 
respective authorized representatives, from any claims for damage to any 
person or to the Premises and the building and other improvements in which 
the Premises are located and to the fixtures, personal property, TENANT'S 
improvements, and alterations of either LANDLORD or TENANT in or on the 
Premises and the building and other improvements in which the Premises are 
located that are caused by or result from risks insured against, under any 
insurance policies carried by the parties and in force at the time of any 
such damage.
      Each party shall cause each insurance policy obtained by it to provide 
that the insurance company waives all right of recovery by way of subrogation 
against either party in connection with any damage covered by any policy. 
Neither party shall be liable to the other for any damage caused by fire or 
any of the risks insured against under any insurance policy required by this 
Lease. If any insurance policy cannot be obtained with a waiver of 
subrogation, or is obtainable only by the payment of an additional premium 
charge above that charged by insurance companies issuing policies without 
waiver of subrogation, the party undertaking to obtain the insurance shall 
notify the other party of this fact. The other party shall have a period of 
thirty (30) days after receiving the notice either to place the insurance 
with a company that is reasonably satisfactory to the other party and that 
will carry the insurance with a waiver of subrogation, or to agree to pay the 
additional premium if such a policy is obtainable at additional cost.  If the 
insurance cannot be obtained or the party in whose favor a waiver of 
subrogation is desired refuses to pay the additional premium charged, the 
other party is relieved of the obligation to obtain a waiver of subrogation 
rights with respect to the particular insurance involved.
      I.   OTHER INSURANCE MATTERS:  All the insurance required under this 
Lease shall:
           (1)  Be issued by insurance companies authorized to do business in 
the State of California, with a financial rating of at least an A-VII status 
as rated in the most recent edition of Best's Insurance Reports.
           (2)  Be issued as a primary policy.
           (3)  Contain an endorsement requiring thirty (30) days written 
notice from the insurance company to both parties and LANDLORD'S lender for 
or reduction of coverage, ten (10) days notice for cancellation for 
non-payment of premium.
      Each policy, or a certificate of the policy, together with evidence of 
payment of premiums, shall be deposited with the other party at the 
commencement of the term, and on renewal of the policy not less than ten (10) 
days before expiration of the term of the policy.
16.  TENANT'S SHARE OF TENANT COSTS:  TENANT shall pay to LANDLORD an amount 
estimated by LANDLORD to be TENANT'S Share of TENANT costs (as defined 
herein), for the calendar year or other accounting period used by LANDLORD, 
on the first day of each month, commencing on the date the term commences, or 
on the first day of the month following the month the term commences if the 
term commences on a day other than the first day of a month, as the case may 
be, and continuing during the term. TENANT'S Share (TENANT's Share) of TENANT 
costs shall be the ratio of the total TENANT costs (as defined herein) that 
the total number of square feet in the Premises bears to the total number of 
leasable square feet in the building or buildings located on the land of 
which the Premises are a part. TENANT costs that cover a period which is in 
any part not within the term of this Lease shall be prorated. TENANT costs 
are those items designated as a TENANT cost herein.
     LANDLORD shall furnish to TENANT a statement showing the total actual 
TENANT costs, TENANT'S Share of TENANT costs for the accounting period, and 
the payments made by TENANT with respect to each accounting period within 
ninety (90) days after the end of each accounting period, covering the 
accounting period just ended. Each statement shall be prepared, signed and 
certified to be correct by LANDLORD, or by an officer of LANDLORD if LANDLORD 
is a corporation.
     If TENANT'S Share of actual TENANT costs for the accounting period 
exceeds the payments made by TENANT, TENANT shall pay LANDLORD the deficiency 
within thirty (30) days after receipt of the statement. If TENANT'S payments 
made during the accounting period exceed TENANT'S Share of actual TENANT 
costs, LANDLORD shall credit the excess to the next installment of TENANT's 
costs.

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17.  DESTRUCTION:
     A.   DESTRUCTION DUE TO RISK COVERED BY INSURANCE:  If, during the term, 
the Premises or the building and other improvements in which the Premises are 
located are totally or partially destroyed from a risk covered by the 
insurance described in Paragraph 15, above, rendering the Premises totally or 
partially inaccessible or unusable, LANDLORD shall restore the Premises or 
the building and other improvements in which the Premises are located to 
substantially the same condition as they were in immediately before 
destruction, excepting LANDLORD shall have no obligation to restore TENANT'S 
alterations additions or improvements. Such destruction shall not terminate 
this Lease. If the existing laws do not permit the restoration, either party 
can terminate this Lease immediately by giving notice to the other party.
     If the cost of the restoration of the building exceeds the amount of 
proceeds received from the insurance required under Paragraph 15, above, 
LANDLORD can elect to terminate this Lease by giving notice to TENANT within 
thirty (30) days after determining that the restoration cost will exceed the 
insurance proceeds. In the case of destruction to the Premises only, whereby 
the cost of the restoration of the Premises exceeds the amount of proceeds 
received from the insurance required under Paragraph 15, above, and if 
LANDLORD elects to terminate this Lease TENANT, within fifteen (15) days 
after receiving LANDLORD'S notice to terminate, can elect to pay to LANDLORD, 
at the time TENANT notified LANDLORD of its election, the difference between 
the amount of insurance proceeds and the cost of restoration, in which case 
LANDLORD shall restore the Premises, and TENANT shall diligently restore its 
improvements, alterations and additions. LANDLORD shall give TENANT 
satisfactory evidence that all sums contributed by TENANT as provided in this 
paragraph have been expended by LANDLORD in paying the cost of restoration.
     If LANDLORD elects to terminate this Lease and TENANT does not elect to 
contribute toward the cost of restoration as provided in this paragraph, this 
Lease shall terminate.
     B.   DESTRUCTION DUE TO RISK NOT COVERED BY INSURANCE:  If, during the 
term, the Premises or the building and other improvements in which the 
Premises are located are totally or partially destroyed from a risk not 
covered by the insurance described in Paragraph 15, rendering the Premises 
totally or partially inaccessible or unusable, LANDLORD shall restore the 
Premises or the building and other improvements in which the Premises are 
located to substantially the same condition as they were in immediately 
before destruction, excepting for TENANT'S improvements, alterations and 
additions. Such destruction shall not terminate this Lease. If the existing 
laws do not permit the restoration, either party can terminate this Lease 
immediately by giving notice to the other party.
     If the cost of restoration exceeds five percent (5%) of the then 
replacement value of the Premises or the building and other improvements in 
which the Premises are located that are destroyed, LANDLORD can elect to 
terminate this Lease by giving notice to TENANT within thirty (30) days after 
determining the restoration cost and replacement value.
     In case of destruction to the improvements only, if LANDLORD elects to 
terminate this Lease TENANT, within fifteen (15) days after receiving 
LANDLORD'S notice to terminate, can elect to pay to LANDLORD, at the time 
TENANT notifies LANDLORD of its election, the difference between five percent 
(5%) of the then replacement value of the Premises and the actual cost of 
restoration, in which case LANDLORD shall restore die Premises. LANDLORD 
shall give TENANT satisfactory evidence that all sums contributed by TENANT 
as provided in this paragraph have been expended by LANDLORD in paying the 
cost of restoration.
     If LANDLORD elects to terminate this Lease and TENANT does not elect to 
perform the restoration or contribute toward the cost of restoration as 
provided in this paragraph, this Lease shall terminate.
     C.   ABATEMENT OR REDUCTION OF RENT: In case of destruction there shall 
be no abatement or reduction of Rent.
     D.   LOSS DURING LAST PART OF TERM:  If destruction to the Premises 
occurs during the last year of the term, LANDLORD can terminate this Lease by 
giving notice to TENANT, not more than ninety (90) days after the destruction.
     E.   WAIVER OF CIVIL CODE SECTIONS:  TENANT waives the provisions of 
Civil Code Section 1932(2) and Civil Code Section 1933(4) with respect to any 
destruction of the Premises.
18.  CONDEMNATION:
     A.   DEFINITIONS:
          (1)  "Condemnation" means: (a) the exercise of any governmental 
power, whether by legal proceedings or otherwise, by a condemnor; and (b) a 
voluntary sale or transfer by LANDLORD to any condemnor, either under threat 
of condemnation or while legal proceedings for condemnation are pending.
          (2)  "Date of taking" means the date the condemnor has the right to 
possession of the property being condemned.
          (3)  "Award" means all compensation, sums, or anything of value 
awarded, paid or received on a total or partial condemnation.

<PAGE>

          (4)  "Condemnor" means any public or quasi-public authority, or 
private corporation or individual, having the power of condemnation.
     If, during the term or period of time between the execution of this 
Lease and the date the term commences, there is any taking of all or any part 
of the building, other improvements, or land of which the Premises are a part 
or any interest in this Lease by condemnation, the rights and obligations of 
the parties shall be determined pursuant to this Paragraph 18.
     B.   TOTAL TAKING:  If the Premises are totally taken by condemnation, 
this Lease shall terminate on the date of taking.
     C.   PARTIAL TAKING:  If any portion of the Premises is taken by 
condemnation this Lease shall remain in effect, except that TENANT can elect 
to terminate this Lease if the remaining portion of the Premises is rendered 
unsuitable for TENANT'S continued use of the Premises. If TENANT elects to 
terminate this Lease, TENANT must exercise its right to terminate pursuant to 
this paragraph by giving notice to LANDLORD within twenty (20) days after the 
nature and the extent of the taking have been finally determined. If TENANT 
elects to terminate this Lease as provided in this paragraph, TENANT also 
shall notify LANDLORD of the date of termination, which date shall not be 
earlier than (30) days nor later than sixty (60) days after TENANT has 
notified LANDLORD of its election to terminate; except that this Lease shall 
terminate on the date of taking if the date of taking falls on a date before 
the date of termination as designated by TENANT. If TENANT does not terminate 
this Lease within the twenty (20) day period, this Lease shall continue in 
full force and effect, except that minimum monthly Rent shall be reduced 
pursuant to paragraph 18(D).
     D.   EFFECT ON RENT:  If any portion of the Premises is taken by
condemnation and this Lease remains in full force and effect, on the date of
taking the minimum monthly Rent shall be reduced by an amount that is in the
same ratio to minimum monthly Rent as the value of the area or the portion of
the Premises taken bears to the total value of the Premises immediately before
the date of taking.
     E.   AWARD-DISTRIBUTION:  The award 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 in
accordance with this Lease, which TENANT'S improvements or alterations TENANT
has the right to remove from the Premises pursuant to the provisions of this
Lease but elects not to remove.
     TENANT shall have the right to independently pursue a TENANT award.
19.  ASSIGNMENT:
     A.   VOLUNTARY ASSIGNMENT SUBLETTING AND ENCUMBERING:
          (1)  TENANT shall not voluntarily or by operation of law (1) 
mortgage, pledge, hypothecate or encumber this Lease or any interest herein, 
(2) assign or transfer this Lease or any interest herein, sublet the premises 
or any part thereof, or any right or privilege appurtenant thereto, or allow 
any other person (the employees, agents and invitees of Tenant excepted) to 
occupy or use the Premises, or any portion thereof; without first obtaining 
the written consent of LANDLORD, which consent shall not be withheld 
unreasonably. When TENANT requests LANDLORD'S consent to such assignment or 
subletting, it shall notify LANDLORD in writing of the name and address of 
the proposed assignee or subtenant and shall provide current financial 
statements for the proposed assignee or subtenant prepared in accordance with 
generally accepted accounting principles. TENANT shall also provide LANDLORD 
with a copy of the proposed sublet or assignment agreement, including all 
material terms and conditions thereof. LANDLORD shall have the option, to be 
exercised within thirty (30) days of receipt of the foregoing, to (1) cancel 
this Lease as of the commencement date stated in the proposed sublease or 
assignment, (2) acquire from Tenant the interest, or any portion thereof, in 
this Lease and/or the Premises that TENANT proposes to assign or sublease, on 
the same terms and conditions as stated in the proposed sublet or assignment 
agreement, (3) consent to the proposed assignment or sublease, or (4) refuse 
its consent to the proposed assignment or sublease, providing that such 
consent shall not be unreasonably withheld.
          (2)  Without otherwise limiting the criteria upon which LANDLORD 
may withhold its consent, LANDLORD may take into account the reputation and 
credit worthiness of the proposed assignee or subtenant, the character of the 
business proposed to be conducted in the Premises or portion thereof sought 
to be subleased, and the potential impact of the proposed assignment or 
sublease on the economic value of the Premises. In any event, LANDLORD may 
withhold its consent to any assignment or sublease, if (1) the actual use 
proposed to be conducted in the Premises or portion thereof conflicts with 
the provisions of Paragraph 10, or (2) the proposed assignment or sublease 
requires alterations, improvements or additions to the Premises or portions 
thereof.
          (3)  If LANDLORD approves an assignment or subletting as herein 
provided, TENANT shall pay to LANDLORD, as additional Rent, the difference, 
if any, between (I) the Base Rent plus TENANT's Share of TENANT's costs 
allocable to that part of the Premises affected by such assignment or 
sublease pursuant to the provisions of this Lease, and (2) the Base
<PAGE>

Rent and any additional Rent payable by the assignee or sublessee to TENANT, 
after deducting the costs incurred by TENANT in connection with any such 
assignment or sublease.
          (4)  TENANT shall pay LANDLORD'S reasonable fees, not to exceed One 
Thousand Dollars ($1 .000.00) per transaction incurred in connection with 
LANDLORD'S review and processing of documents regarding any proposed 
assignment or sublease.
     If TENANT is a partnership, a withdrawal or change, voluntary, 
involuntary, or by operation of law, of any partner of the dissolution of the 
partnership, shall be deemed a voluntary assignment. If TENANT consists of 
more than one person, a purported assignment, voluntary, involuntary, or by 
operation of law, from one person to the other shall be deemed a voluntary 
assignment. If TENANT is a corporation, any dissolution, merger, 
consolidation, or other reorganization of TENANT, or the sale or other 
transfer of a controlling percentage of the capital stock of TENANT, or the 
sale of forty-five percent (45%) of the value of the assets of TENANT, shall 
be deemed a voluntary assignment. The phrase "controlling percentage" means 
the ownership of, and the right to vote, stock possessing at least forty-five 
percent (45%) 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. This paragraph shall not apply to corporations the stock of which 
is traded through an exchange or over the counter.
     B.   INVOLUNTARY ASSIGNMENT:  No interest of TENANT in this Lease shall 
be assignable by operation of law (including without limitation, the transfer 
of this Lease by testacy or intestacy).  Each of the following acts shall be 
considered an involuntary assignment:
          (1)  If TENANT is or becomes bankrupt or insolvent, makes an 
assignment for the benefit of creditors, or institutes a proceeding under the 
Bankruptcy Act in which TENANT is the bankrupt; or, if TENANT is a 
partnership or consists of more than one (1) person or entity, if any partner 
of the partnership or other person or entity is or becomes bankrupt or 
insolvent, or makes an assignment for the benefit of creditors;
          (2)  If a writ of attachment or execution is levied on this Lease;
          (3)  If in any proceeding or action to which TENANT is a party, a 
receiver is appointed with authority to take possession of the Premises.
     An involuntary assignment shall constitute a default by TENANT and 
LANDLORD shall have the right to elect to terminate this Lease in which case 
this Lease shall not be treated as an asset of TENANT.
     If a writ of attachment or execution is levied on this Lease, TENANT 
shall have thirty (30) days in which to cause the attachment or execution to 
be removed. If any involuntary proceeding in bankruptcy is brought against 
TENANT, or if a receiver is appointed, TENANT shall have sixty (60) days in 
which to have the involuntary proceeding dismissed or the receiver removed.
20.  DEFAULT:
     A.   TENANT'S DEFAULT:  The occurrence of any of the following shall 
constitute a default by TENANT:
          (1)  Failure to pay Rent when due, if the failure continues for 
three (3) days after notice has been give to TENANT.
          (2)  Abandonment and vacation of the Premises (failure to occupy 
and operate the Premises for ten (10) consecutive days shall be deemed an 
abandonment and vacation).
          (3)  Failure to perform any other provision of this Lease if the 
failure to perform is not cured within thirty (30) days after notice has been 
given to TENANT. If the default cannot reasonably be cured within thirty (30) 
days, TENANT shall not be in default of this Lease if TENANT commences to 
cure the default within the thirty (30) day period and diligently and in good 
faith continues to cure the default.
No notice given pursuant to this paragraph shall be deemed forfeiture or a 
termination of this Lease unless LANDLORD so elects in the notice. The notice 
periods provided in this paragraph are intended to satisfy all notice 
requirements imposed by LANDLORD by law (including, without limitation, 
California Code of Civil Procedure Section 1161) and are to run concurrent 
with, and not in addition to, any such requirements.
     B.   LANDLORD'S REMEDIES:  LANDLORD shall have the following remedies if 
TENANT commits a default. These remedies are not exclusive; they are 
cumulative in addition to any remedies now or later allowed by law.
     LANDLORD can continue this Lease in full force and effect, and the Lease 
will continue in effect as long as LANDLORD does not terminate TENANT'S right 
to possession, and LANDLORD shall have the right to collect Rent when due. 
During the period TENANT is in default, LANDLORD can enter the Premises and 
relet them, or any part of them, to third parties for TENANT'S account.  
TENANT shall be liable immediately to LANDLORD for all costs LANDLORD incurs 
in reletting the Premises, including, without limitation, brokers' 
commissions, expenses of remodeling the Premises required by the reletting, 
and like costs. Reletting can be for a period shorter or longer than the 
remaining term of this Lease. TENANT

<PAGE>

shall pay to LANDLORD the Rent due under this Lease on the dates the Rent is 
due, less the Rent LANDLORD receives from any reletting. No act by LANDLORD 
allowed by this paragraph shall terminate this Lease unless LANDLORD notifies 
TENANT that LANDLORD elects to terminate this Lease. After TENANT'S default 
and for as long as LANDLORD does not terminate TENANT'S right to possession 
of the Premises, if TENANT obtains LANDLORD'S consent TENANT shall have The 
right to assign or sublet its interest in this Lease, but TENANT shall not be 
released from liability. LANDLORD'S consent to a proposed assignment or 
subletting shall not be unreasonably withheld.
     LANDLORD can terminate TENANT'S right to possession of the Premises at 
any time. No act by LANDLORD other than giving notice to TENANT shall 
terminate this Lease. Acts of maintenance, efforts to relet the Premises or 
the appointment of a receiver on LANDLORD'S initiative to protect LANDLORD'S 
interest under this Lease shall not constitute a termination of TENANT'S 
right to possession. On termination, LANDLORD has the right to recover from 
TENANT:
          (1)  The worth, at the time of the award of the unpaid Rent that 
had been earned at the time of termination of this Lease;
          (2)  The worth, at the time of the award of the amount by which the 
unpaid Rent that would have been earned after the date of termination of this 
Lease until the time of award exceeds the amount of the loss of Rent that 
TENANT proves could have been reasonably avoided;
          (3)  The worth, at the time of the award of the amount of which the 
unpaid Rent for the balance of the term after the time of award exceeds the 
amount of the loss of Rent that TENANT proves could have been reasonably 
avoided; and
          (4)  Any other amount, and court costs, necessary to compensate 
LANDLORD for all detriment proximately caused by TENANT'S default.
     "The worth, at the time of the award," as used in (1) and (2) of this 
paragraph, is to be computed by allowing interest at the rate of ten percent 
(10%) per annum. "The worth, at the time of the award," as referred to in (3) 
of this paragraph, is to be computed by discounting the amount at the 
discount rate of the Federal Reserve Bank of San Francisco at the time of the 
award, plus one percent (1%).
     If TENANT is in default of this Lease LANDLORD shall have the right to 
have a receiver appointed to collect Rent and conduct TENANT'S business. 
Neither the filing of a petition for the appointment of a receiver nor the 
appointment itself shall constitute an election by LANDLORD to terminate this 
Lease.
     LANDLORD, at any time after TENANT commits default, can cure the default 
at TENANT'S cost. If LANDLORD at anytime, by reason of TENANT'S default, pays 
any sum or does any act that requires the payment of any sum, the sum paid by 
LANDLORD shall be due immediately from TENANT to LANDLORD at the time the sum 
is paid, and if paid at a later date shall bear interest at the rate of ten 
percent (10%) per annum from the date the sum is paid by LANDLORD until 
LANDLORD is reimbursed by TENANT. The sum, together with interest on it, 
shall be additional Rent.
     C.   LANDLORD'S DEFAULT:   LANDLORD shall not be deemed in breach of 
this Lease unless LANDLORD fails within a reasonable time to perform an 
obligation to be performed by LANDLORD. For purposes of this paragraph, a 
reasonable time shall in no event be less than twenty (20) days after receipt 
by LANDLORD of written notice specifying wherein such obligation of LANDLORD 
has not been performed. Provided, however, that of the nature of LANDLORD's 
obligation is such that more than thirty (30) days are reasonably required 
for its performance, then LANDLORD shall not be in breach if performance is 
commenced within such thirty (30) day period and diligently prosecuted to 
completion.
     Rent not paid when due shall bear interest at the rate of ten percent 
(10%) per aunum from the date due until paid. Interest is payable in addition 
to the potential late charge provided for in Paragraph 6.B.
21.  SIGNS; ADVERTISING:  LANDLORD reserves the exclusive right to the roof, 
and to all exterior walls or parts of the Premises, and access thereto and 
the same are not covered by this Lease, and TENANT agrees that no signs, 
advertisements or notices whatsoever shall be inscribed, painted, affixed or 
displayed on, to or in any part of the outside or inside, or on the roof of 
the Premises, without written consent of LANDLORD. Any signs so placed on the 
Premises shall be so placed upon the understanding and agreement that TENANT 
will remove same at the termination of the tenancy herein created and repair 
any damage or injury to the Premises caused thereby, and if not so removed by 
TENANT then LANDLORD may have same removed at TENANT'S cost.
     A.   COMPLIANCE WITH LAWS:  Any sign that TENANT has the right to place, 
construct, and maintain shall comply with all laws, and TENANT shall obtain 
any approval required by such laws. LANDLORD makes no representation with 
respect to TENANT'S ability to obtain such approval.

<PAGE>

22.  LANDLORD'S ENTRY ON PREMISES:  LANDLORD and its authorized 
representatives shall have the right to enter the Premises at all reasonable 
times for any of the following purposes:
     (1)  To determine whether the Premises are in good condition and whether 
TENANT is complying with its obligations under this lease;
     (2)  To do any necessary maintenance and to make any restoration to the 
Premises or the building and other improvements in which the Premises are 
located that LANDLORD has the right or obligation to perform;
     (3)  To serve, post, or keep posted any notices required or allowed 
under the provisions of this Lease;
     (4)  To post "for sale" signs at any time during the term, to post "for 
Rent" or "for lease" signs during the last six (6) months of the term, or 
during any period while TENANT is in default;
     (5)  To show the Premises to prospective brokers, agents, buyers, 
tenants, or persons interested in an exchange, at any time during the term;
     (6)  To shore the foundations, footings, and walls of the Premises or 
the building in which the Premises are located and to erect scaffolding and 
protective barricades around and about the Premises, but not so as to prevent 
entry to the Premises, and to do any other act or thing necessary for the 
safety or preservation of the Premises or the building and other improvements 
in which the Premises are located if any excavation or other construction is 
undertaken or is about to be undertaken on any adjacent property or nearby 
street. LANDLORD'S right under this provision extends to the owner of the 
adjacent property on which excavation or construction is to take place and 
the adjacent property owner's authorized representatives.
     LANDLORD shall not be liable in any manner for any inconvenience, 
disturbance, loss of business, nuisance, or other damage arising out of 
LANDLORD'S entry on the Premises as provided in this Paragraph, except damage 
resulting from the acts or omissions of LANDLORD or its authorized 
representatives.
          TENANT shall not be entitled to an abatement or reduction of Rent 
if LANDLORD exercises any rights reserved in this Paragraph.
     LANDLORD shall conduct its activities on the Premises as allowed in this 
Paragraph in a manner that will cause the lease possible inconvenience, 
annoyance, or disturbance to TENANT.
23.  SUBORDINATION; ESTOPPEL:
     (A)  SUBORDINATION:  This Lease is and shall be subordinate to any 
encumbrance now of record or recorded after the date of this Lease affecting 
the building, other improvements, and land of which the Premises are a part.
     Such subordination is effective without any further act of TENANT. 
TENANT shall from time to time on request from LANDLORD execute and deliver 
any documents or instruments that may be required by a lender to effectuate 
any subordination. If TENANT fails to execute and deliver any such documents 
or instruments, TENANT irrevocably constitutes and appoints LANDLORD as 
TENANT'S special attorney-in-fact to execute and deliver any such documents 
or instruments.
     B.   RIGHT TO ESTOPPEL CERTIFICATES:  Each party, within twenty (20) 
days after notice from the other party, shall execute and deliver to the 
other party, in recordable form, a certificate stating that this Lease is 
unmodified and in full force and effect, or in full force and effect as 
modified, and stating the modifications. The certificate also shall state the 
amount of minimum monthly Rent, the dates to which the Rent has been paid in 
advance, and the amount of any security deposit or prepaid Rent.
     Failure to deliver the certificate within the twenty (20) days shall be 
conclusive upon the party failing to deliver the certificate for the benefit 
of the party requesting the certificate and any successor to the party 
requesting the certificate, that this Lease is in full force and effect and 
has not been modified except as may be represented by the party requesting 
the certificate.
     If a party fails to deliver the certificate within the twenty (20) days, 
the party failing to deliver the certificate irrevocably constitutes and 
appoints the other party as its special attorney-in-fact to execute and 
deliver the certificate to any third party.
24.  NOTICE:  Any notice, demand, request, consent, approval, or 
communication that either party desires or is required to give to the other 
party or any other person shall be in writing and either serviced personally 
or sent by prepaid, first-class mail. Any notice, demand, request, consent, 
approval, or communication that either party desires or is required to give 
to the other party shall be addressed to the other party at the address set 
forth next to their respective signatures on this Lease. Either party may 
change its address by notifying the other party of the change of address. 
Notice shall be deemed communicated within forty-eight (48) hours from the 
time of mailing if mailed as provided in this Paragraph.
25.  WAIVER:  No delay or omission in the exercise of any right or remedy of 
LANDLORD on any default by TENANT shall impair such a right or remedy or be 
construed as a waiver. The receipt and acceptance by LANDLORD of delinquent 
Rent shall not constitute a waiver of any

<PAGE>

other default; it shall constitute only a waiver of timely payment for the 
particular Rent payment involved.
     No act or conduct of LANDLORD, including, without limitation, the 
acceptance of the keys to the Premises, shall constitute an acceptance of the 
surrender of the Premises by TENANT before the expiration of the term. Only a 
notice from LANDLORD to TENANT shall constitute acceptance of the surrender 
of the Premises and accomplish a termination of the lease.
     LANDLORD'S consent to or approval or any act by TENANT requiring 
LANDLORD'S consent or approval shall not be deemed to waive or render 
unnecessary LANDLORD'S consent to or approval of any subsequent act by TENANT.
     Any waiver by LANDLORD of any default must be in writing and shall not 
be a waiver of any other default concerning the same or any other provision 
of the Lease.
26.  RECORDATION; OUITCLAIM DEED:
     A.   RECORDATION:  This Lease shall not be recorded, except that if 
either party requests the other party to do so, the parties shall execute a 
memorandum of lease in recordable form.
     B.   QUITCLAIM DEED:  TENANT shall execute and deliver to LANDLORD on 
the expiration or termination of this Lease, immediately upon LANDLORD'S 
request, a quitclaim deed to the Premises, in recordable form, designating 
LANDLORD as transferee.
27.  SALE OR TRANSFER OF PREMISES:
     A.   EFFECT ON LEASE:  If LANDLORD sells or transfers all or any portion 
of the building, other improvements, and land of which the Premises are a 
part LANDLORD, on consummation of the sale or transfer, shall be released 
from any liability thereafter accruing under this Lease. If any security 
deposit or prepaid Rent has been paid by TENANT, LANDLORD can transfer the 
security deposit or prepaid Rent to LANDLORD'S successor and on such transfer 
LANDLORD shall be discharged from any further liability in reference to the 
security deposit or prepaid Rent.
28.  ATTORNEYS' FEES:  If either party becomes a party to any litigation 
concerning this Lease, the Premises, or the building or other improvements in 
which the Premises are located, by reason of any act or omission of the other 
party or its authorized representatives, and not by any act or omission of 
the party that becomes a party to that litigation or any act or omission of 
its authorized representatives, the party that causes the other party to 
become involved in the litigation shall be liable to that party for 
reasonable attorneys' fees and court costs incurred by it in the litigation.
     If either party commences an action against the other party arising out 
of or in connection with this Lease, the prevailing party shall be entitled 
to have and recover from the losing party reasonable attorneys' fees and 
costs of suit. In addition, LANDLORD shall be entitled to attorneys' fees, 
costs and expenses incurred in the preparation and service of notices of 
default and consultations in connection therewith, whether or not legal 
action is subsequently commenced in connection with such default or resulting 
breach.
29.   SURRENDER OF PREMISES:  HOLDING OVER:
     A.   SURRENDER OF PREMISES:  On expiration of the Lease term, TENANT 
shall surrender to LANDLORD the Premises and all TENANT'S improvements and 
alterations in good condition except for ordinary wear and tear occurring 
after the last necessary maintenance made by TENANT and destruction to the 
Premises, except for alterations that TENANT has the right to remove or is 
obligated to remove under the provisions of this Lease. TENANT shall remove 
all its personal property within the above stated time. TENANT shall perform 
all restoration made necessary by the removal of any alterations or TENANT'S 
personal property within the time periods stated in this Paragraph.
     LANDLORD can elect to retain or dispose of in any manner any alterations 
or TENANT'S personal property that TENANT does not remove from the Premises 
on expiration or termination of the term as allowed or required by this Lease 
by giving at least ten (10) days notice to TENANT. Title to any such 
alterations or TENANT'S personal property that LANDLORD elect to retain or 
dispose of on expiration of the ten (10) day period shall vest in LANDLORD.  
TENANT waives all claims against LANDLORD for any damage to TENANT resulting 
from LANDLORD'S retention or disposition of any such alterations or TENANT'S 
personal property. TENANT shall be liable to LANDLORD for LANDLORD'S costs 
for storing, removing, and disposing of any alterations or TENANT'S personal 
property.
     If TENANT fails to surrender the Premises to LANDLORD on expiration of 
the Lease term as required by this paragraph, TENANT shall hold LANDLORD 
harmless from all damages resulting from TENANT'S failure to surrender the 
Premises, including, without limitation, claims made by a succeeding tenant 
resulting from TENANT'S failure to surrender the Premises.
          B.   HOLDING OVER:  If TENANT, with LANDLORD'S consent, remains in 
possession of the Premises after expiration or termination of the term, or 
after the date in any notice given by LANDLORD to TENANT terminating this 
Lease, such possession by TENANT shall be deemed to be a month-to-month 
tenancy terminable on thirty (30) days notice given at any time

<PAGE>

by either party. All provisions of this Lease except those pertaining to term 
and option to extend (if any) shall apply to the month-to-month tenancy.
30.  MISCELLANEOUS PROVISIONS:
     A.   TIME OF ESSENCE:  Time is of the essence of each provision of this 
Lease.
     B.   CONSENT OF PARTIES:  Whenever consent or approval of either party 
is required, that party shall not unreasonably withhold such consent or 
approval.
     C.   SUCCESSORS:  This Lease shall be binding on and inure to the 
benefit of the parties and their successors.
     D.   RENT PAYABLE IN U.S. MONEY:  Rent and all other sums payable under 
this Lease must be paid in lawful money of the United States of America.
     E.   CALIFORNIA LAW:  This Lease shall be construed and interpreted in 
accordance with the laws of the State of California.
     F.   INTEGRATED AGREEMENT; MODIFICATION:  This Lease contains all the 
agreements of the parties and cannot be amended or modified except by a 
written agreement.
     G.   PROVISIONS ARE COVENANTS AND CONDITIONS:  All provisions, whether 
covenants or conditions, on the part of TENANT shall be deemed to be both 
covenants and conditions.
     H.   CAPTIONS; TABLE OF CONTENTS:  The captions and the table of 
contents of this Lease shall have no effect on its interpretation.
     I.   SINGULAR AND PLURAL:  When required by the context of this Lease, 
the singular shall include the plural.
     J.   JOINT AND SEVERAL OBLIGATIONS:  "Party" shall mean LANDLORD or 
TENANT; and if more than one person or entity is LANDLORD or TENANT, the 
obligations imposed on that party shall be joint and several.
     K.   SEVERABILITY:  The unenforceability, invalidity, or illegality of 
any provision shall not render the other provisions unenforceable, invalid, 
or illegal.
31.  COST OF LIVING ADJUSTMENT:  The monthly Rental shall be adjusted at the 
rate of N/A % percent per annum on each anniversary date of this Lease during 
the term of the Lease.
32.  POLLUTION CONTROL:  TENANT shall at TENANTS sole cost satisfy all 
applicable governmental agencies in handling neutralization and pollution 
control.
33.  DAMAGE REPAIRS:  TENANT shall be solely responsible and at its own cost 
and repair all damage to the Premises and shall make all reasonable efforts 
to prevent damage to the Premises and to any adjacent Premises and to any 
appurtenance due to any chemical process and to carry out repairs within a 
reasonable time in the event any damage is caused thereby. Adequate 
ventilation to be provided by TENANT at its cost to prevent damage due to 
corrosive atmosphere.
34.       ADDENDA:  The provisions of Addenda I - II - III  are incorporated 
into this Lease.
     IN WITNESS WHEREOF, the parties hereto have executed this Lease as of 
the date and year first above written, at _________________, California.

TENANT:                                      LANDLORD:

EIP Microwave, Inc.                          Roger F. Mairose, Trustee
                                             Wendy W. Mairose, Trustee


By: /s/ WILLIAM J. STANNERS, JR.             By: /s/ ROGER F. MAIROSE,
    ----------------------------                 ---------------------
                                                 /s/ WENDY W. MAIROSE
                                                 ---------------------
                                                   TRUSTEES
Address: 6950 S.W. Hampton Street, Ste. 200        Address: 105 Bonaventura Dr.
     Portland, OR 97223                            San Jose, CA 95134



35.  EARLY POSSESSION:  TENANT shall be allowed possession of the PREMISES 
September 1, 1998 rent and expense free.  TENANT shall pay its utility 
expenses during this month of early occupancy.

<PAGE>

                                   ADDENDUM II

1    HAZARDOUS SUBSTANCES.

     (1)  REPORTABLE USES REQUIRE CONSENT. The term "Hazardous Substance" as 
used in this Lease shall mean any product, substance, or waste whose 
presence, use, manufacture, disposal, transportation, or release, either by 
itself or in combination with other materials expected to be on the Premises, 
is either: (i) potentially injurious to the public health, safety or welfare, 
the environment or the Premises, (ii) regulated or monitored by any 
governmental authority, or (iii) a basis for potential liability of LANDLORD 
to any governmental agency or third party under any applicable statute or 
common law theory. Hazardous Substances shall include, but not be limited to, 
hydrocarbons, petroleum, gasoline, and/or crude oil or any products, 
by-products or fractions thereof. TENANT shall not engage in any activity in 
or on the Premises which constitutes a Reportable Use of Hazardous Substances 
without the express prior written consent of LANDLORD and timely compliance 
(at TENANT's expense) with all Applicable Requirements. "Reportable Use" 
shall mean (i) the installation or use of any above or below ground storage 
tank, (ii) the generation, possession, storage, use, transportation, or 
disposal of a Hazardous Substance that requires a permit from, or with 
respect to which a report, notice, registration or business plan is required 
to be filed with, any governmental authority, and/or (iii) the presence at 
the Premises of a Hazardous Substance with respect to which any Applicable 
Requirements requires that a notice be given to persons entering or occupying 
the Premises or neighboring properties. Notwithstanding the foregoing, TENANT 
may use any ordinary and customary materials reasonably required to be used 
in the normal course of the Agreed Use, so long as such use is in compliance 
with all Applicable Requirements, is not a Reportable Use, and does not 
expose the Premises or neighboring property to any meaningful risk of 
contamination or damage or expose LANDLORD to any liability therefor. In 
addition, LANDLORD may condition its consent to any Reportable Use upon 
receiving such additional assurances as LANDLORD reasonably deems necessary 
to protect itself, the public, the Premises and/or the environment against 
damage, contamination, injury and/or liability, including, but not limited 
to, the installation (and removal on or before Lease expiration or 
termination) of protective modifications (such as concrete encasements) 
and/or increasing the Security Deposit.

     (2)  DUTY TO INFORM LANDLORD.  If TENANT knows, or has reasonable cause 
to believe, that a Hazardous Substance has come to be located in, on, under 
or about the Premises, other than as previously consented to by LANDLORD, 
TENANT shall immediately give written notice of such fact to LANDLORD, and 
provide LANDLORD with a copy of any report, notice, claim or other 
documentation which it has concerning the presence of such Hazardous 
Substance.

     (3)  TENANT REMEDIATION.  TENANT shall not cause or permit any Hazardous 
Substance to be spilled or released in, on, under or about the Premises 
(including through the plumbing or sanitary sewer system) and shall promptly, 
at TENANT's expense, take all investigatory and/or remedial action reasonably 
recommended, whether or not formally ordered or required, for the cleanup of 
any contamination of, and for the maintenance, security and/or monitoring of 
the Premises or neighboring properties, that was caused or materially 
contributed to by TENANT, or pertaining to or involving any Hazardous 
Substance brought onto the Premises during the term of this Lease, by or for 
TENANT, or any third party.

     (4)  TENANT INDEMNIFICATION.  TENANT shall indemnity, defend and hold 
LANDLORD, its agents employees, lenders and ground LANDLORD, if any, harmless 
from and against any and all loss of rents and/or damages, liabilities, 
judgments, claims, expenses, penalties, and attorneys' and consultants' fees 
arising out of or involving any Hazardous Substance brought onto the Premises 
by or for TENANT, or any third party (provided, however, that TENANT shall 
have no liability under this Lease with respect to underground migration of 
any Hazardous Substance under the Premises from adjacent properties). 
TENANT's obligations shall include, but not be limited to, the effects of any 
contamination or injury to person, property or the environment created or 
suffered by TENANT, and the cost of investigation, removal, remediation, 
restoration and/or abatement, and shall survive the expiration or termination 
of this Lease. No termination, cancellation or release agreement entered into 
by LANDLORD and TENANT shall release TENANT from its obligations under this 
Lease with respect to Hazardous Substances, unless specifically so agreed by 
LANDLORD in writing at the time of such agreement.

     (e)  LANDLORD TERMINATION OPTION.  If a Hazardous Substance Condition 
occurs during the term of this Lease, unless TENANT is legally responsible 
therefor (in which case TENANT shall make the investigation and remediation 
thereof required by the Applicable

<PAGE>

Requirements and this Lease shall continue in full force and effect, but 
subject to LANDLORD's rights under Paragraph 6.2(d), LANDLORD may, at 
LANDLORD's option, either (i) investigate and remediate such Hazardous 
Substance Condition, if required, as soon as reasonably possible at 
LANDLORD's expense, in which event this Lease shall continue in full force 
and effect, or (ii) if the estimated cost to remediate such condition exceeds 
twelve (12) times the then monthly Base Rent or One Hundred Thousand Dollars 
($100,000.00), whichever is greater, give written notice to TENANT, within 
thirty (30) days after receipt by LANDLORD of knowledge of the occurrence of 
such Hazardous Substance Condition, of LANDLORD'S desire to terminate this 
Lease as of the date sixty (60) days following the date of such notice. In 
the event LANDLORD elects to give a termination notice, TENANT may, within 
ten (10) days thereafter, give written notice to LANDLORD of TENANT's 
commitment to pay the amount by which the cost of the remediation of such 
Hazardous Substance Condition exceeds an amount equal to twelve (12) times 
the then monthly Base Rent or One Hundred Thousand Dollars ($100,000.00), 
whichever is greater. TENANT shall provide LANDLORD with said filings or 
satisfactory assurance thereof within thirty (30) days following such 
commitment. In such event, this Lease shall continue in full force and 
effect, and LANDLORD shall proceed to make such remediation as soon as 
reasonably possible after the required filings are available. If TENANT does 
not give such notice and provide the required filings or assurance thereof 
within the time provided, this Lease shall terminate as of the date specified 
in LANDLORD's notice of termination.

     (f)  TENANT'S COMPLIANCE WITH APPLICABLE REQUIREMENTS. Except as 
otherwise provided in this Lease, TENANT shall, at TENANT's sole expense, 
fully, diligently and in a timely manner, materially comply with all 
Applicable Requirements, the requirements of any applicable fire insurance 
underwriter or rating bureau, and the recommendations of LANDLORD's engineers 
and/or consultants which relate in any manner to the Premises, without regard 
to whether said requirements are now in effect or become effective after the 
Start Date. TENANT shall, within ten (10) days after receipt of LANDLORD's 
written request, provide LANDLORD with copies of all permits and other 
documents, and other information evidencing TENANT's compliance with any 
Applicable Requirements specified by LANDLORD, and shall immediately upon 
receipt, notify LANDLORD in writing (with copies of any documents involved) 
of any threatened or actual claim, notice, citation, warning, complaint or 
report pertaining to or involving the failure of TENANT or the Premises to 
comply with any Applicable Requirements.

     (g)  INSPECTION; COMPLIANCE.  LANDLORD and LANDLORD's Lender and 
consultants shall have the right to enter into Premises at any time, in the 
case of any emergency, and otherwise at reasonable times, for the purpose of 
inspecting the condition of the Premises and for verifying compliance by 
TENANT with this Lease. The cost of any such inspections shall be paid by 
LANDLORD, unless a violation of Applicable Requirements, or a contamination 
is found to exist or be imminent, or the inspection is requested or ordered 
by a governmental authority. In such case, TENANT shall upon request 
reimburse LANDLORD for the cost of such inspections, so long as such 
inspection is reasonably related to the violation or contamination.

<PAGE>

                                 ADDENDUM III

                              ADDENDUM TO LEASE

     The following additions, deletions and modifications are hereby 
incorporated into the attached Lease.

        2.     Paragraph 2 is hereby modified by adding the following phrase 
in the second (2nd) line after the words, "State of California":

          "as indicated in the plan attached hereto as Addendum I and 
commonly"

        4.     Paragraph 4 is hereby modified by deleting the phrase, "within 
twelve (12) months of" appearing in the fifth (5th) line, and adding the 
following in place of the deletion:
          "within sixty (60) days after"

     7.   Paragraph 7 is deleted in its entirety.

     9.   Paragraph 9 is deleted in its entirety.

     10.  Paragraph 10.A(2) is hereby modified by deleting the parenthetical 
"(collectively "laws")" appearing in the second (2nd) line and inserting the 
following in place of the deletion:
               "(collectively, "Laws")"

     Paragraph 10.A(2)(a) is hereby modified be deleting the word, 
"immediately" appearing in the seventh (7th) line and adding the following in 
place of the deletion:

          "as soon as commercially practical"

     Paragraph 10.A(2)(b) is hereby deleted in its entirety, and the 
following is inserted in its place:

     "(b) If such Capital Expenditure is not the result of the specific and
          unique use of the Premises by TENANT (such as, governmentally mandated
          seismic modifications), then LANDLORD shall pay the cost thereof and
          such cost shall be prorated between the parties and TENANT shall only
          be obligated to pay each month during the remainder of the term of the
          date on which Base Rent is due an amount determined by (i) multiplying
          the required Capital Expenditure by a fraction, the numerator of which
          is one (1) and the denominator of which is the useful life (in months)
          of the improvement for which such Capital Expenditure was made, as
          reasonably determined by LANDLORD (including interest at the rate of
          ten percent (10%) per annum, and (ii) multiplying that result by a
          fraction the numerator of which is the number of leasable square feet
          in the Premises and the denominator of which is the number of leasable
          square feet in the Building. In lieu of monthly payments calculated as
          set forth in the preceeding sentence, TENANT shall have the right to
          pay a prorata portion of the cost of such Capital Expenditure, based
          on (i) the useful life of the improvement for which such Capital
          Expenditure was made, (ii) the remaining term of the Lease, and (iii)
          the leasable square footage of the Premises as it relates to the total
          leasable square footage of the Building. If such Capital Expenditure
          is required during the last twelve (12) months of the term of the
          Lease or if LANDLORD reasonably determines that it is not economically
          feasible to pay its share thereof, LANDLORD shall have the option to
          terminate this Lease upon ninety (90) days prior written notice to
          TENANT unless TENANT notifies LANDLORD, in writing, within ten (10)
          days of receipt of LANDLORD'S termination notice that TENANT will pay
          for such Capital Expenditure.  If LANDLORD does not elect to
          terminate, and fails to proceed with such Capital Expenditure, TENANT
          may, but shall be under no obligation to, advance such funds and
          deduct same, with interest, from Rent until LANDLORD' share of such
          costs have been fully paid. If TENANT is unable to finance TENANT'S
          share of any required Capital Expenditure, or if the balance of the
          Rent due and payable for the remainder of this Lease is not sufficient
          to fully reimburse TENANT on an offset basis, TENANT shall have the
          right to terminate this Lease upon thirty (30) days written notice to
          LANDLORD."

<PAGE>

     11.  Paragraph 11.A is hereby deleted in its entirety and the following 
is inserted in its place:

     "A.  TENANT'S MAINTENANCE:  Subject to the provisions of Paragraph 10.A(2)
          (Compliance With Laws), 11.C (LANDLORD'S Maintenance), 17
          (Destruction) and 18 (Condemnation), TENANT at its cost shall
          maintain, in good condition, reasonable wear and tear excepted, all
          interior portions of the Premises, and all windows and doors on the
          Premises. TENANT shall also be responsible for keeping the roof and
          roof drainage clean and free of debris. TENANT'S obligations shall
          include restorations, replacements or renewals when necessary to keep
          the Premises and all improvements thereon or a part thereof for which
          TENANT is responsible hereunder in good order, condition and state of
          repair, reasonable wear and tear excepted.

     B.   SERVICE CONTRACTS:  TENANT shall, at TENANT'S sole expense, procure
          and maintain contracts, with copies to LANDLORD, in customary form and
          substance for, and with contractors experienced in the maintenance of
          the following equipment and improvements: (i) HVAC equipment; (ii)
          fire extinguishing systems, including fire alarm and smoke detection;
          and (iii) any other equipment as reasonably required by LANDLORD.

     C.   LANDLORD'S MAINTENANCE:  LANDLORD, at its sole cost and expense, shall
          maintain, in good condition, the exterior of the Building in which the
          Premises is located, including without limitation, maintaining the
          surface and structural elements of the roof in a sound and leak-free
          condition, and maintaining the foundations, and bearing wall(s).
          Except as herein provided, LANDLORD shall have no obligation to
          maintain the Premises.

               TENANT shall be liable for any damage to the Building in which
          the Premises are located resulting from the acts or omissions of
          TENANT or its authorized representatives."

               " and to all exterior walls and parts of the Premises"

     27.  Paragraph 27.A is hereby deleted in its entirety and the following 
is inserted in its place:

          "A.  EFFECT ON LEASE:  If LANDLORD sells or transfers all or any
               portion of the Building, other improvements, and land of which
               the Premises are a part, LANDLORD, on consummation of the sale or
               transfer shall be released from any liability thereafter accruing
               under this lease, but with respect to TENANT, shall retain
               liability for any acts or omissions of LANDLORD or its authorized
               representatives accruing and written notice of which has been
               given to LANDLORD by TENANT prior to the date of such transfer,
               unless such liability is assumed by LANDLORD'S transferee in a
               written agreement approved by TENANT. If any security deposit or
               prepaid Rent has been paid by TENANT, LANDLORD can transfer the
               security deposit or prepaid Rent to LANDLORD'S successor and on
               such transfer LANDLORD shall be discharged from any further
               liability in reference to the security deposit or prepaid rent,
               provided that such transferee shall have assumed LANDLORD'S
               obligations hereunder in a written agreement approved by TENANT."

     31.  Paragraph 31 is deleted in its entirety.

     33.  Paragraph 33 is hereby modified by adding the following phrase in 
the third (3rd) line after the words, "chemical process":

          "conducted by TENANT or on TENANT'S behalf"

     ADDENDUM II:   Subparagraph (1) of Addendum II is hereby modified by 
deleting the phrase, "Applicable Requirements" at the end of the sixteenth 
(16th) line, and adding the following in place of the deletion:

               "Laws"

<PAGE>

                                RENT SCHEDULE A



Base Rent to be as follows:

<TABLE>

     <S>                                <C>
     For Month 1 thru 12                $14,553.00
     For Month 13 thru 24               $16,008.00
     For Month 25 thru 36               $17,609.00
</TABLE>