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                                   EXHIBIT 10.1

AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

               STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-NET
                 (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)


1.    BASIC PROVISIONS ("BASIC PROVISIONS")

      1.1   PARTIES:  THIS LEASE ("Lease"), dated for reference purposes 
only, August 14, 1998, is made by and between The Vernon and Helen Farquhar 
Family Trust et al and North American Scientific, Inc., a California 
Corporation ("LESSEE") (collectively the "PARTIES," or individually a 
"PARTY").

      1.2   PREMISES:  That certain real property, including all improvements 
therein or to be provided by Lessor under the terms of this Lease, and 
commonly known as 20200 Sunburst Street, Chatsworth, CA 91311, located in 
the County of Los Angeles, State of California, and generally described as 
(describe briefly the nature of the property and, if applicable, the 
"PROJECT", if the property is located within a Project) an approximately 
24,000 square foot building situated on an approximately 52,708 square foot 
parcel of MR-2 zoned land. ("PREMISES"). (See also Paragraph 2).

      1.3   TERM: five (5) years and two (2) months ("ORIGINAL TERM") 
commencing October 1, 1998 ("COMMENCEMENT DATE") and ending November 30, 2003 
("EXPIRATION DATE"). (See also Paragraph 3)

      1.4   EARLY POSSESSION: September 1, 1998 ("EARLY POSSESSION DATE"). 
(See also paragraphs 3.2 and 3.3)

      1.5   BASE RENT: $ 15,000.00 per month ("BASE RENT"), payable on the 
first day of each month commencing October 1, 1998 (See also Paragraph 4) 
/x/ If this box is checked, there are provisions in this Lease for the Base 
Rent to be adjusted.

      1.6   BASE RENT PAID UPON EXECUTION: $ 15,000.00 as Base Rent for 
the period of the month of November 1998.

      1.7   SECURITY DEPOSIT: $ 15,000.00 ("SECURITY DEPOSIT"). (See also 
Paragraph 5)

      1.8   AGREED USE:  Corporate headquarters, research, development and 
manufacture of radioisotope products for therapeutic, environmental research 
and industrial applications. (See also Paragraph 6)

      1.9   INSURING PARTY:  Lessor is the "INSURING PARTY" unless otherwise 
stated herein. (See also Paragraph 8)

      1.10  REAL ESTATE BROKERS: (See also Paragraph 15)

            (a)   REPRESENTATION: The following real estate brokers
      (collectively, the "BROKERS" and brokerage relationships exist in this
      transaction (check applicable boxes):

/X/   Grubb & Ellis Company represents Lessor exclusively ("LESSOR'S 
BROKER");

/X/   Delphi Business Properties represents Lessee exclusively ("LESSEE'S
BROKER"); or

/ /   ________________ represents both Lessor and Lessee ("DUAL AGENCY").


            (b)   Payment to Brokers:  Upon execution and delivery of this Lease
      by both Parties, Lessor shall pay to the Broker the fee agreed to in their
      separate written agreement.


      1.11  GUARANTOR.  The obligations of the Lessee under this Lease are to be
guaranteed by N/A ("GUARANTOR").  (See also Paragraph 37)

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      1.12  ADDENDA AND EXHIBITS.  Attached hereto is an Addendum or Addenda 
consisting of Paragraphs 50 through 58 and Exhibits ___________________, all 
of which constitute a part of this Lease.

2.    PREMISES.

      2.1   LETTING.  Lessor hereby leases to Lessee, and Lessee hereby 
leases from Lessor, the Premises, for the term, at the rental, and upon all 
of the terms, covenants and conditions set forth in this Lease.  Unless 
otherwise provided herein, any statement of size set forth in this Lease, or 
that may have been used in calculating rental, is an approximation which the 
Parties agree is reasonable and the rental based thereon is not subject to 
revision whether or not the actual size is more or less.

      2.2   CONDITION.  Lessor shall deliver the Premises to Lessee broom 
clean and free of debris on the Commencement Date or the Early Possession 
Date, whichever first occurs ("START DATE"), and, so long as the required 
service contracts described in Paragraph 7.1 (b) below are obtained by Lessee 
within (120) days following the Start Date, warrants that the existing 
electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air 
conditioning systems ("HVAC"), loading doors, if any, and all other such 
elements in the Premises, other than those constructed by Lessee, shall be in 
good operating condition on said date and that the structural elements of the 
roof, bearing walls and foundation of any buildings on the Premises (the 
"BUILDING") shall be free of material defects.  If a non-compliance with said 
warranty exists as of the Start Date, Lessor shall, as Lessor's sole 
obligation with respect to such matter, except as otherwise provided in this 
Lease, promptly after receipt of written notice from Lessee setting forth 
with specificity the nature and extent of such non-compliance, rectify same 
at Lessors expense.  If, after the Start Date, Lessee does not give Lessor 
written notice of any non-compliance with this warranty within: (i) one year 
as to the surface of the roof and the structural portions of the roof, 
foundations and bearing walls, (ii) six (6) months as to the HVAC systems, 
(iii) (120) days as to the remaining systems and other elements of the 
Building, correction of such non-compliance shall be the obligation of Lessee 
at Lessee's sole cost and expense.

      2.3   COMPLIANCE.  Lessor warrants that the improvements on the 
Premises comply with all applicable laws, covenants or restrictions of 
record, building codes, regulations and ordinances ("APPLICABLE 
REQUIREMENTS") in effect on the Start Date.  Said warranty does not apply to 
the use to which Lessee will put the Premises or to any Alterations or 
Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by 
Lessee.  NOTE:  Lessee is responsible for determining whether or not the 
zoning is appropriate for Lessee's intended use, and acknowledges that past 
uses of the Premises may no longer be allowed. If the Premises do not comply 
with said warranty, Lessor shall, except as otherwise provided, promptly 
after receipt of written notice from Lessee setting forth with specificity 
the nature and extent of such non-compliance, rectify the same at Lessor's 
expense.  If Lessee does not give Lessor written notice of a non-compliance 
with this warranty within six (6) months following the Start Date, correction 
of that non-compliance shall be the obligation of Lessee at Lessee's sole 
cost and expense.  If the Applicable Requirements are hereafter changed (as 
opposed to being in existence at the Start Date, which is addressed in 
Paragraph 6.2(e) below) so as to require during the term of this Lease the 
construction of an addition to or an alteration of the Building, the 
remediation of any Hazardous Substance, or the reinforcement or other 
physical modification of the Building ("CAPITAL EXPENDITURE"), Lessor and 
Lessee shall allocate the cost of such work as follows:

            (a)   Subject to Paragraph 2.3(c) below, if such Capital
      Expenditures are required as a result of the specific and unique use of
      the Premises by Lessee as compared with uses by tenants in general, Lessee
      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, Lessee
      may instead terminate this Lease unless Lessor notifies Lessee, in
      writing, within ten (10) days after receipt of Lessee's termination notice
      that Lessor has elected to pay the difference between the actual cost
      thereof and the amount equal to six (6) months' Base Rent.  If Lessee
      elects termination, Lessee shall immediately cease the use of the Premises
      which requires such Capital Expenditure and deliver to Lessor 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 Lessee 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 Lessee (such as, governmentally mandated
      seismic modifications), then Lessor and Lessee shall allocate the
      obligation to pay for such costs pursuant to the provisions of Paragraph
      7.1 (c); provided, however, that if such Capital Expenditure is required
      during the last two years of this Lease or if Lessor reasonably determines
      that it is not economically feasible to pay its share thereof, Lessor
      shall have the option to terminate this Lease upon ninety (90) days prior
      written notice to Lessee unless Lessee notifies Lessor, in writing, within
      ten (10) days after receipt of Lessor's termination notice that Lessee
      will pay for such Capital Expenditure.  If Lessor does not elect to
      terminate, and fails to tender its share of any such Capital Expenditure,
      Lessee may advance such funds and deduct same, with Interest, from Rent
      until Lessor's share of such costs have been fully paid.  If Lessee is
      unable to finance Lessor's share, or if the balance of the Rent due and
      payable for the remainder of this Lease is not sufficient to fully
      reimburse Lessee on an offset basis, Lessee shall have the right to
      terminate this Lease upon thirty (30) days written notice to Lessor.

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            (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 Lessee 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, Lessee shall be fully responsible for the cost thereof, and
      Lessee shall not have any right to terminate this Lease.

      2.4   ACKNOWLEDGEMENTS.  Lessee acknowledges that : (a) it has been 
advised by Lessor and/or Brokers to satisfy itself with respect to the 
condition of the Premises (including but not limited to the electrical, HVAC 
and fire sprinkler systems, security, environmental aspects, and compliance 
with Applicable Requirements), and their suitability for Lessee's intended 
use, (b) Lessee has made such investigation as it deems necessary with 
reference to such matters and assumes all responsibility therefor as the same 
relate to its occupance of the Premises, and (c) neither Lessor, Lessor's 
agents, nor any Broker has made any oral or written representations or 
warranties with respect to said matters other than as set forth in this 
Lease.  In addition, Lessor acknowledges that:  (a) Broker has made no 
representations, promises or warranties concerning Lessee's ability to honor 
the Lease or suitability to occupy the Premises, and (b) it is Lessor's sole 
responsibility to investigate the financial capability and/or suitability of 
all proposed tenants.

      2.5   LESSEE AS PRIOR OWNER/OCCUPANT.  The warranties made by Lessor in 
Paragraph 2 shall be of no force or effect if immediately prior to the Start 
Date Lessee was the owner or occupant of the Premises.  In such event, Lessee 
shall be responsible for any necessary corrective work.

3.    TERM.

      3.1   TERM.  The Commencement Date, Expiration Date and Original Term of
this Lease are as specified in Paragraph 1.3.

      3.2   EARLY POSSESSION.  If Lessee totally or partially occupies the 
Premises prior to the Commencement Date, the obligation to pay Base Rent 
shall be abated for the period of such early possession.  All other terms of 
this Lease (including but not limited to the obligations to pay Real Property 
Taxes and insurance premiums and to maintain the Premises) shall, however, be 
in effect during such period.  Any such early possession shall not affect the 
Expiration Date.

      3.3   DELAY IN POSSESSION.  Lessor agrees to use its best commercially 
reasonable efforts to deliver possession of the Premises to Lessee by the 
Commencement Date.  If, despite said efforts, Lessor is unable to deliver 
possession as agreed, Lessor shall not be subject to any liability therefor, 
nor shall such failure affect the validity of this Lease.  Lessee shall not, 
however, be obligated to pay Rent or perform its other obligations until it 
receives possession of the Premises.  If possession is not delivered within 
five (5) days after the Commencement Date, Lessee may, at its option, by 
notice in writing within ten (10) days after the end of such five (5) day 
period, cancel this Lease, in which event the Parties shall be discharged 
from all obligations hereunder.  Except as otherwise provided, if possession 
is not tendered to Lessee when required and Lessee does not terminate this 
Lease, as aforesaid, any period of rent abatement that Lessee would otherwise 
have enjoyed shall run from the date of delivery of possession and continue 
for a period equal to what Lessee would otherwise have enjoyed under the 
terms hereof, but minus any days of delay caused solely by the acts or 
omissions of Lessee.  If possession of the Premises is not delivered within 
four (4) months after the Commencement Date, this Lease shall terminate 
unless other agreements are reached between Lessor and Lessee, in writing.

      3.4   LESSEE COMPLIANCE.  Lessor shall not be required to tender 
possession of the Premises to Lessee until Lessee complies with its 
obligation to provide evidence of insurance (Paragraph 8.5).  Pending 
delivery of such evidence, Lessee shall be required to perform all of its 
obligations under this Lease from and after the Start Date, including the 
payment of Rent, notwithstanding Lessor's election to withhold possession 
pending receipt of such evidence of insurance.  Further, if Lessee is 
required to perform any other conditions prior to or concurrent with the 
Start Date, the Start Date shall occur but Lessor may elect to withhold 
possession until such conditions are satisfied.

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4.    RENT.

      4.1   RENT DEFINED.  All monetary obligations of Lessee to Lessor under 
the terms of this Lease (except for the Security Deposit) are deemed to be 
rent ("Rent").

      4.2   PAYMENT.  Lessee shall cause payment of Rent to be received by 
Lessor in lawful money of the United States, without offset or deduction 
except as otherwise provided herein, on or before the day on which it is due. 
 Rent for any period during the term hereof which is for less than one (1) 
full calendar month shall be prorated based upon the actual number of days of 
said month. Payment of Rent shall be made to Lessor at its address stated 
herein or to such other persons or place as Lessor may from time to time 
designate in writing. Acceptance of a payment which is less than the amount 
then due shall not be a waiver of Lessor's rights to the balance of such 
Rent, regardless of Lessor's endorsement of any check so stating.

5.    SECURITY DEPOSIT.  Lessee shall deposit with Lessor upon execution 
hereof the Security Deposit as security for Lessee's faithful performance of 
its obligations under this Lease.  If Lessee fails to pay Rent, or otherwise 
Defaults under this Lease, Lessor may use, apply or retain all or any portion 
of said Security Deposit for the payment of any amount due Lessor or to 
reimburse or compensate Lessor for any liability, expense, loss or damage 
which Lessor may suffer or incur by reason thereof.  If Lessor uses or 
applies all or any portion of said Security Deposit, Lessee shall within ten 
(10) days after written request therefor deposit monies with Lessor 
sufficient to restore said Security Deposit to the full amount required by 
this Lease.  If the Base Rent increases during the term of this Lease, Lessee 
shall, upon written request from Lessor, deposit additional moneys with 
Lessor so that the total amount of the Security Deposit shall at all times 
bear the same proportion to the increased Base Rent as the initial Security 
Deposit bore to the initial Base Rent.  Should the Agreed Use be amended to 
accommodate a material change in the business of Lessee or to accommodate a 
sublessee or assignee, Lessor shall have the right to increase the Security 
Deposit to the extent necessary, in Lessor's reasonable judgement, to account 
for any increased wear and tear that the Premises may suffer as a result 
thereof.  If a change in control of Lessee occurs during this Lease and 
following such change the financial condition of Lessee is, in Lessor's 
reasonable judgement, significantly reduced, Lessee shall deposit such 
additional monies with Lessor as shall be sufficient to cause the Security 
Deposit to be at a commercially reasonable level based on said change in 
financial condition.  Lessor shall not be required to keep the Security 
Deposit separate from its general accounts.  Within fourteen (14) days after 
the expiration or termination of this Lease, if Lessor elects to apply the 
Security Deposit only to unpaid Rent, and otherwise within thirty (30) days 
after the Premises have been vacated pursuant to Paragraph 7.4(c) below, 
Lessor shall return that portion of the Security Deposit not used or applied 
by Lessor.  No part of the Security Deposit shall be considered to be held in 
trust, to bear interest or to be prepayment for any monies to be paid by 
Lessee under this Lease.

6.    USE.

      6.1   Use.  Lessee shall use and occupy the Premises only for the 
Agreed Use, or any other legal use which is reasonably comparable thereto, 
and for no other purpose.  Lessee shall not use or permit the use of the 
Premises in a manner that is unlawful, creates damage, waste or a nuisance, 
or that disturbs owners and/or occupants of, or causes damage to neighboring 
properties.  Lessor shall not unreasonably withhold or delay its consent to 
any written request for a modification of the Agreed Use, so long as the same 
will not impair the structural integrity of the improvements on the Premises 
or the mechanical or electrical systems therein, is not significantly more 
burdensome to the Premises.  If Lessor elects to withhold consent, Lessor 
shall within five (5) business days after such request give written 
notification of same, which notice shall include an explanation of Lessor's 
objections to the change in use.

      6.2   Hazardous Substances.

            (a)   REPORTABLE USES REQUITE 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 Lessor 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.  Lessee
      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 Lessor and timely compliance (at Lessor'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, 
      Lessee 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, and does not expose 
      the Premises or 

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      neighboring property to any meaningful risk of contamination or damage. 
      In addition, Lessor may condition its consent to any Reportable Use 
      upon receiving such additional assurances as Lessor 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.

            (b)   DUTY TO INFORM LESSOR.  If Lessee 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
      Lessor, Lessee shall immediately give written notice of such fact to
      Lessor, and provide Lessor with a copy of any report, notice, claim or
      other documentation which it has concerning the presence of such Hazardous
      Substance.

            (c)   LESSEE REMEDIATION.  Lessee 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 Lessee'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 Lessee, or
      pertaining to or involving any Hazardous Substance brought onto the
      Premises during the term of this Lease, by or for Lessee, or any third
      party.

            (d)   LESSEE INDEMNIFICATION.  Lessee shall indemnify, defend and
      hold Lessor, its agents, employees, lenders and ground lessor, 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 Lessee, or any third party (provided,
      however, that Lessee shall have no liability under this Lease with respect
      to underground migration of any Hazardous Substance under the Premises
      from adjacent properties).  Lessee'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 Lessee, 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 LESSOR AND
      LESSEE SHALL RELEASE LESSEE FROM ITS OBLIGATIONS UNDER THIS LEASE WITH
      RESPECT TO HAZARDOUS SUBSTANCES, UNLESS SPECIFICALLY SO AGREED BY LESSOR
      IN WRITING AT THE TIME OF SUCH AGREEMENT.

            (e)   LESSOR INDEMNIFICATION.  Lessor and its successors and assigns
      shall indemnify, defend, reimburse and hold Lessee, its employees and
      lenders, harmless from and against any and all environmental damages which
      existed as a result of Hazardous Substances on the Premises prior to the
      Start Date or which are caused by the gross negligence, or intentional
      acts of Lessor, its agents or employees.  Lessor's obligations, as and
      when required by the Applicable Requirements, shall include, but not be
      limited to, the cost of investigation, removal, remediation, restoration
      and/or abatement, and shall survive the expiration or termination of this
      Lease.

            (f)   INVESTIGATIONS AND REMEDIATIONS.  Lessor shall retain the
      responsibility and pay for any investigations or remediation measures
      required by governmental entities having jurisdiction with respect to the
      existence of Hazardous Substances on the Premises prior to the Start Date.
      Lessee shall cooperate fully in any such activities at the request of
      Lessor, including allowing Lessor and Lessor's agents to have reasonable
      access to the Premises at reasonable times in order to carry out Lessor's
      investigative and remedial responsibilities.

            (g)   LESSOR TERMINATION OPTION.  If a Hazardous Substance Condition
      occurs during the term of this Lease, unless Lessee is legally responsible
      therefor (in which case Lessee shall make the investigation and
      remediation thereof required by the Applicable Requirements and this Lease
      shall continue in full force and effect, but subject to Lessor's rights
      under Paragraph 6.2(d) and Paragraph 13).

            (h)   LESSEE'S COMPLIANCE WITH APPLICABLE REQUIREMENTS.  Except as
      otherwise provided in this Lease, Lessee shall, at Lessee's sole expense,
      fully, diligently and in a timely manner, materially comply with an
      Applicable Requirements, the requirements of any applicable fire insurance
      underwriter or rating bureau, without regard to whether said requirements
      are now in effect or become effective after the Start Date.  Lessee shall,
      within ten (10) days after receipt of Lessor's written request, provide
      Lessor with copies of all permits and other documents, and other
      information evidencing Lessee's compliance with any Applicable
      Requirements specified by Lessor, and shall immediately upon receipt,
      notify Lessor 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 Lessee or the Premises to comply
      with any Applicable Requirements.

            (i)   INSPECTION; COMPLIANCE.  Lessor and Lessor'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 with 24 hours
      notice for the 

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      purpose of inspecting the condition of the Premises and for verifying 
      compliance by Lessee with this Lease.  The cost of any such inspections 
      shall be paid by Lessor, 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, 
      Lessee shall upon request reimburse Lessor for the cost of such 
      inspections, so long as such inspection is reasonably related to the 
      violation or contamination.

7.    MAINTENANCE; REPAIRS, UTILITY INSTALLATIONS; FIXTURES AND ALTERATIONS.

      7.1   LESSEE'S OBLIGATIONS.

            (a)   IN GENERAL.  Subject to the provisions of paragraph 2.2
      (Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable
      Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and
      14 (Condemnation), Lessee shall, at Lessee's sole expense, keep the
      Premises, Utility Installations, and Alterations in good order, condition
      and repair (whether or not the portion of the Premises requiring repairs,
      or the means of repairing the same, are reasonably or readily accessible
      to Lessee, and whether or not the need for such repairs occurs as a result
      of Lessee's use, any prior use, the elements or the age of such portion of
      the Premises), including, but not limited to, all equipment or facilities,
      such as plumbing, HVAC, electrical, lighting facilities, boilers, pressure
      vessels, fire protection system, fixtures, walls (interior and exterior),
      foundations, ceilings, roofs, floors, windows, doors, plate glass,
      skylights, landscaping, driveways, parking lots, fences, retaining walls,
      signs, sidewalks and parkways located in, on, or adjacent to the Premises.
      Lessee, in keeping the Premises in good order, condition and repair, shall
      exercise and perform good maintenance practices, specifically including
      the procurement and maintenance of the service contracts required by
      Paragraph 7.1(b) below.  Lessee's obligations shall include restorations,
      replacements or renewals when necessary to keep the Premises and all
      improvements thereon or a partthereof in good order, condition and state
      of repair.  Lessee shall, during the term of this Lease, keep the exterior
      appearance of the Building in a first-class condition consistent with the
      exterior appearance of other similar facilities of comparable age and size
      in the vicinity, including, when necessary, the exterior repainting of the
      Building.

            (b)   SERVICE CONTRACTS.  Lessee shall, at Lessee's sole expense,
      procure and maintain contracts, with copies to Lessor, in customary form
      and substance for, and with contractors specializing and experienced in
      the maintenance of the following equipment and improvements ("Basic
      Elements"), if any, if and when installed on the Premises:  (i) HVAC
      equipment, (ii) boiler, and pressure vessels, (iii) fire protection
      systems, (iv) landscaping and irrigation systems, (v) roof covering and
      drains, (vi) asphalt and parking lots, (vii) clarifiers, and (viii) any
      other equipment, if reasonably required by Lessor.

            (c)   REPLACEMENT.  Subject to Lessee's indemnification of Lessor as
      set forth in Paragraph 8.7 below, and without relieving Lessee of
      liability resulting from Lessee's failure to exercise and perform good
      maintenance practices, if the Basic elements described in Paragraph 7.1(b)
      cannot be repaired other than at a cost which is in excess of 50% of the
      cost of replacing such Basic Elements, then such Basic Elements shall be
      replaced by Lessor, and the cost thereof shall be prorated between the
      Parties and Lessee shall only be obligated to pay, each month during the
      remained  of the term of this Lease, 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, and the
      denominator of which is the number of months of the useful life of such
      replacement as such useful life is specified pursuant to Federal income
      tax regulations or guidelines for depreciation thereof, with Lessee
      reserving the right to prepay its obligation at any time.

      7.2   LESSOR'S OBLIGATIONS.  Subject to the provisions of Paragraphs 
2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and 14 
(Condemnation), it is intended by the Parties hereto that Lessor have no 
obligation, in any manner whatsoever, to repair and maintain the Premises, or 
the equipment therein, all of which obligations are intended to be that of 
the Lessee.  It is the intention of the Parties that the terms of this Lease 
govern the respective obligations of the Parties as to maintenance and repair 
of the Premises, and they expressly waive the benefit of any statute now or 
hereafter in effect to the extent it is inconsistent with the terms of this 
Lease.

      7.3   UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS.

            (a)   DEFINITIONS; CONSENT REQUIRED.  The term "UTILITY
      INSTALLATIONS" refers to all floor and window coverings, air lines, power
      panels, electrical distribution, security and fire protection systems,
      communication systems, lighting fixtures, HVAC equipment, plumbing, and
      fencing in or on the Premises.  The term "TRADE FIXTURES" shall mean
      Lessee's machinery and equipment that can be removed without doing
      material damage to the Premises.  The term "ALTERATIONS" shall mean any
      modification of the improvements, other than Utility Installations or
      Trade Fixtures, whether by addition or deletion.  "LESSEE OWNED
      ALTERATIONS AND/OR UTILITY INSTALLATIONS" are defined as Alterations

<PAGE>

      and/or Utility Installations made by Lessee that are not yet owned by
      Lessor pursuant to Paragraph 7.4(a).  Lessee shall not make any material
      Alterations or Utility Installations to the Premises without Lessor's
      prior written consent.

            (b)   CONSENT.  Any Alterations or Utility Installations that Lessee
      shall desire to make and which require the consent of the Lessor shall be
      presented to Lessor in written form with detailed plans.  Consent shall be
      deemed conditioned upon Lessee's: (i) acquiring all applicable
      governmental permits, (ii) furnishing Lessor with copies of both the
      permits and the plans and specifications prior to commencement of the
      work, and (iii) compliance with all conditions of said permits and other
      Applicable Requirements in a prompt and expeditious manner.  Any
      Alterations or Utility Installations shall be performed in a workmanlike
      manner with good and sufficient materials.  Lessee shall promptly upon
      completion furnish Lessor with as-built plans and specifications.  For
      work which costs an amount equal to the greater of one month's Base Rent,
      or $10,000, Lessor may condition its condition its consent upon Lessee
      providing a lien and completion bond in an amount equal to one and
      one-half times the estimated cost of such Alteration or Utility
      Installation and/or upon Lessee's posting an additional Security Deposit
      with Lessor.

            (c)   INDEMNIFICATION.  Lessee shall pay, when due, all claims for
      labor or materials furnished to or for Lessee at or for use on the
      Premises, which claims are or may be secured by any mechanic's or
      materialmen's lien against the Premises or any interest therein.  Lessee
      shall give Lessor not less than ten (10) days' notice prior to the
      commencement of any work in, on or about the Premises, and Lessor shall
      have the right to post notices of non-responsibility.  If Lessee shall
      contest the validity of any such lien, claim or demand, then Lessee shall,
      at its sole expense defend and protect itself, Lessor and the Premises
      against the same and shall pay and satisfy any such adverse judgment that
      may be rendered thereon before the enforcement thereof.  If Lessor shall
      require, Lessee shall furnish a surety bond in an amount equal to one and
      one-half times the amount of such contested lien, claim or demand,
      indemnifying Lessor against liability for the same.  If Lessor elects to
      participate in any such action, Lessor's reasonable attorneys' fees and
      costs.

      7.4   OWNERSHIP; REMOVAL; SURRENDER; AND RESTORATION.

            (a)   OWNERSHIP.  Subject to Lessor's right to require removal or
      elect ownership as hereinafter provided, all Alterations and Utility
      Installations made by Lessee shall be the property of Lessee, but
      considered a part of the Premises. Lessor may, at any time, elect in
      writing to be the owner of all or any specified part of the Lessee Owned
      Alterations and Utility Installations. Unless otherwise instructed per
      Paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility
      Installations shall, at the expiration or termination of this Lease,
      become the property of Lessor and be surrendered by Lessee with the
      Premises.

            (b)   REMOVAL. By delivery to Lessee of written notice from Lessor
      not earlier man ninety (90) and not later than thirty (30) days prior to
      the end of the term of this Lease, Lessor may require that any or all
      Lessee Owned Alterations or Utility Installations be removed by the
      expiration or termination of this Lease. Lessor may require the removal at
      any time of all or any part of any Lessee Owned Alterations or Utility
      installations made without the required consent.

            (c)   SURRENDER/RESTORATION. Lessee shall surrender the Premises by
      the Expiration Date or any earlier termination date, with all of the
      improvements, parts and surfaces thereof broom clean and free of debris,
      and in good operating order, condition and state of repair, ordinary wear
      and tear excepted. "Ordinary wear and tear" shall not include any damage
      or deterioration that would have been prevented by good maintenance
      practice. Lessee shall repair any damage occasioned by the installation,
      maintenance or removal of Trade Fixtures, Lessee Owned Alterations and/or
      Utility Installations, furnishings, and equipment as well as the removal
      of any storage tank installed by or for Lessee, and the removal,
      replacement, or remediation of any soil, material or groundwater
      contaminated by Lessee. Trade Fixtures shall remain the property of Lessee
      and shall be removed by Lessee. The failure by Lessee to timely vacate the
      Premises pursuant to this Paragraph 7.4(c) without the express written
      consent of Lessor shall constitute a holdover under the provisions of
      Paragraph 26 below.

8.    INSURANCE; INDEMNITY.

      8.1   PAYMENT FOR INSURANCE.  Lessee shall pay for all insurance 
required under Paragraph 8 except to the extent of the cost attributable to 
liability insurance carried by Lessor under Paragraph 8.2(b) in excess of 
$2,000,000 per occurrence. Premiums for policy periods commencing prior to or 
extending beyond the Lease term shall be prorated to correspond to the Lease 
term. Payment shall be made by Lessee to Lessor within ten (10) days 
following receipt of an invoice.

<PAGE>

      8.2   LIABILITY INSURANCE.

            (a)   CARRIED BY LESSEE.  Lessee shall obtain and keep in force a
      Commercial General Liability Policy of Insurance protecting Lessee and
      Lessor 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 $2,000,000 per OCCURRENCE WITH AN "ADDITIONAL
      INSURED-MANAGERS OR LESSORS OF PREMISES ENDORSEMENT" and contain the
      "AMENDMENT OF THE POLLUTION EXCLUSION ENDORSEMENT" 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 Lessee's indemnity obligations
      under this Lease. The limits of said insurance shall not, however, limit
      the liability of Lessee nor relieve Lessee of any obligation hereunder.
      All insurance carried by Lessee shall be primary to and not contributory
      with any similar insurance carried by Lessor, whose insurance shall be
      considered excess insurance only.

            (b)   CARRIED BY LESSOR.  Lessor shall maintain liability insurance
      as described in Paragraph 8.2(a), in addition to, and not in lieu of, the
      insurance required to be maintained by Lessee. Lessee shall not be named
      as an additional insured therein.

      8.3   PROPERTY INSURANCE - BUILDING, IMPROVEMENTS AND RENTAL VALUE.

            (a)   BUILDING AND IMPROVEMENTS.  The Insuring Party shall obtain
      and keep in force a policy or policies in the name of Lessor, with loss
      payable to Lessor, any groundlessor, and to any Lender insuring loss or
      damage to the Premises. The amount of such insurance shall be equal to the
      full replacement cost of the Premises, as the same shall exist from time
      to time, or the amount required by any Lenders, but in no event more than
      the commercially reasonable and available insurable value thereof. If
      Lessor is the Insuring Party, however, Lessee Owned Alterations and
      Utility Installations, Trade Fixtures, and Lessee's personal property
      shall be insured by Lessee under Paragraph 8.4 rather than by Lessor. If
      the coverage is available and commercially appropriate, such policy or
      policies shall insure against all risks of direct physical loss or damage
      (except the perils of flood and/or earthquake), including coverage for
      debris removal and the enforcement of any Applicable Requirements
      requiring the upgrading, demolition, reconstruction or replacement of any
      portion of the Premises as the result of a covered loss. Said policy or
      policies shall also contain an agreed valuation provision in lieu of any
      coinsurance clause, waiver of subrogation, and inflation guard protection
      causing an increase in the annual property insurance coverage amount by a
      factor of not less than the adjusted U.S. Department of Labor Consumer
      Price Index for All Urban Consumers for the city nearest to where the
      Premises are located. If such insurance coverage has a deductible clause,
      the deductible amount shall not exceed $1,000 per occurrence, and Lessee
      shall be liable for such deductible amount in the event of an Insured
      Loss.

            (b)   RENTAL VALUE.  The Insuring Party shall obtain and keep in
      force a policy or policies in the name of Lessor with loss payable to
      Lessor and any Lender, insuring the loss of the full Rent for one (1)
      year. Said insurance shall provide that in the event the Lease is
      terminated by reason of an insured loss, the period of indemnity for such
      coverage shall be extended beyond the date of the completion of repairs or
      replacement of the Premises, to provide for one full year's loss of Rent
      from the date of any such loss. Said insurance shall contain an agreed
      valuation provision in lieu of any coinsurance clause, and the amount of
      coverage shall be adjusted annually to reflect the projected Rent
      otherwise payable by Lessee, for the next twelve (12) month period. Lessee
      shall be liable for any deductible amount in the event of such loss.

            (c)   ADJACENT PREMISES.  If the Premises are part of a larger
      building, or of a group of buildings owned by Lessor which are adjacent to
      the Premises, the Lessee shall pay for any increase in the premiums for
      the property insurance of such building or buildings if said increase is
      caused by Lessee's acts, omissions, use or occupancy of the Premises.

      8.4   LESSEE'S PROPERTY/BUSINESS INTERRUPTION INSURANCE.

            (a)   PROPERTY DAMAGE.  Lessee shall obtain and maintain insurance
      coverage on all of Lessee's personal property, Trade Fixtures, and Lessee
      Owned Alterations and Utility Installations. Such insurance shall be full
      replacement cost coverage with a deductible of not to exceed $1,000 per
      occurrence. The proceeds from any such insurance shall be used by Lessee
      for the replacement of personal property, Trade Fixtures and Lessee Owned
      Alterations and Utility Installations. Lessee shall provide Lessor with
      written evidence that such insurance is in force.

            (b)   BUSINESS INTERRUPTION.   Lessee shall obtain and maintain loss
      of income and extra expense insurance in amounts as will reimburse Lessee
      for direct or indirect loss of earnings attributable to all perils
      commonly 

<PAGE>

      insured against by prudent lessees in the business of Lessee or
      attributable to prevention of access to the Premises as a result of such
      perils.

            (c)   NO REPRESENTATION OF ADEQUATE COVERAGE.  Lessor makes no
      representation that the limits or forms of coverage of insurance specified
      herein are adequate to cover Lessee's property, business operations or
      obligations under this Lease.

      8.5   INSURANCE POLICIES. Insurance required herein shall be by 
companies duly licensed or admitted to transact business in the state where 
the Premises are located, and maintaining during the policy term a "General 
Policyholders Rating" of at least B+, V, as set forth in the most current 
issue of Best's Insurance Guide", or such other rating as may be required by 
a Lender. Lessee shall not do or permit to be done anything which invalidates 
the required insurance policies. Lessee shall, prior to the Start Date, 
deliver to Lessor certified copies of policies of such insurance or 
certificates evidencing the existence and amounts of the required insurance. 
No such policy shall be cancelable or subject to modification except after 
thirty (30) days prior written notice to Lessor. Lessee shall, at least 
thirty (30) days prior to the expiration of such policies, furnish Lessor 
with evidence of renewals or "insurance binders" evidencing renewal thereof, 
or Lessor may order such insurance and charge the cost thereof to Lessee, 
which amount shall be payable by Lessee to Lessor upon demand. Such policies 
shall be for a term of at least one year, or the length of the remaining term 
of this Lease, whichever is less. If either Party shall fail to procure and 
maintain the insurance required to be carried by it, the other Party may, but 
shall not be required to, procure and maintain the same.

      8.6   WAIVER OF SUBROGATION.  Without affecting any other rights or 
remedies, Lessee and Lessor each hereby release and relieve the other, and 
waive their entire right to recover damages against the other, for loss of or 
damage to its property arising out of or incident to the perils required to 
be insured against herein. The effect of such releases and waivers is not 
limited by the amount of insurance carried or required, or by any deductibles 
applicable hereto. The Parties agree to have their respective property damage 
insurance carriers waive any right to subrogation that such companies may 
have against Lessor or Lessee, as the case may be, so long as the insurance 
is not invalidated thereby.

      8.7   INDEMNITY.  Except for Lessor's gross negligence or willful 
misconduct, Lessee shall indemnify, protect, defend and hold harmless the 
Premises, Lessor and its agents, Lessor's master or ground lessor 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 Lessee. If any action or 
proceeding is brought against Lessor by reason of any of the foregoing 
makers, Lessee shall upon notice defend the same at Lessee's expense by 
counsel reasonably satisfactory to Lessor and Lessor shall cooperate with 
Lessee in such defense. Lessor need not have first paid any such claim in 
order to be defended or indemnified.

      8.8   EXEMPTION OF LESSOR FROM LIABILITY.  Lessor shall not be liable 
for injury or damage to the person or goods, wares, merchandise or other 
property of Lessee, Lessee's 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 unless caused by the 
negligence of Lessor. Lessor shall not be liable for any damages arising from 
any act or neglect of any other tenant of Lessor. Notwithstanding Lessor's 
negligence or breach of this Lease, Lessor shall under no circumstances be 
liable for injury to Lessee's business or for any loss of income or profit 
therefrom.

9.    DAMAGE OR DESTRUCTION.

      9.1   DEFINITIONS.

            (a)   "PREMISES PARTIAL DAMAGE" shall mean damage or destruction to
      the improvements on the Premises, other than Lessee Owned Alterations and
      Utility Installations, which can reasonably be repaired in six (6) months
      or less from the date of the damage or destruction. Lessor shall notify
      Lessee in writing within thirty (30) days from the date of the damage or
      destruction as to whether or not the damage is Partial or Total.

            (b)   "PREMISES TOTAL DESTRUCTION" shall mean damage or destruction
      to the Premises, other than Lessee Owned Alterations and Utility
      Installations and Trade Fixtures, which cannot reasonably be repaired in
      six (6) months or less from the date of the damage or destruction. Lessor
      shall notify Lessee in writing within thirty (30) days from the date of
      the damage or destruction as to whether or not the damage is Partial or
      Total.

            (c)   "INSURED LOSS" shall mean damage or destruction to
      improvements on the Premises, other than Lessee Owned Alterations and
      Utility Installations and Trade Fixtures, which was caused by an event
      required to be 

<PAGE>

      covered by the insurance described in Paragraph 8.3(a), irrespective of 
      any deductible amounts or coverage limits involved.

            (d)   "REPLACEMENT COST" shall mean the cost to repair or rebuild
      the improvements owned by Lessor at the time of the occurrence to their
      condition existing immediately prior thereto, including demolition, debris
      removal and upgrading required by the operation of Applicable
      Requirements, and without deduction for depreciation.

            (e)   "HAZARDOUS SUBSTANCE CONDITION" shall mean the occurrence or
      discovery of a condition *evolving the presence of, or a contamination by,
      a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the
      Premises.

      9.2   PARTIAL DAMAGE - INSURED LOSS.  If a Premises Partial Damage that 
is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair 
such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and 
Utility Installations) as soon as reasonably possible and this Lease shall 
continue in full force and effect; provided, however, that Lessee shall, at 
Lessor's election, make the repair of any damage or destruction the total 
cost to repair of which is $10,000 or less, and, in such event, Lessor shall 
make any applicable insurance proceeds available to Lessee on a reasonable 
basis for that purpose. Notwithstanding the foregoing, if the required 
insurance was not in force or the insurance proceeds are not sufficient to 
effect such repair, the Insuring Party shall promptly contribute the shortage 
in proceeds (except as to the deductible which is Lessee's responsibility) as 
and when required to complete said repays. In the event, however, such 
shortage was due to the fact that, by reason of the unique nature of the 
improvements, full replacement cost insurance coverage was not commercially 
reasonable and available, Lessor shall have no obligation to pay for the 
shortage in insurance proceeds or to fully restore the unique aspects of the 
Premises unless Lessee provides Lessor with the funds to cover same, or 
adequate assurance thereof, within ten (10) days following receipt of written 
notice of such shortage and request therefor. If Lessor receives said funds 
or adequate assurance thereof within said ten (10) day period, the party 
responsible for making the repairs shall complete them as soon as reasonably 
possible and this Lease shall remain in full force and effect. If such funds 
or assurance are not received, Lessor may nevertheless elect by written 
notice to Lessee within ten (10) days thereafter to: (i) make such 
restoration and repair as is commercially reasonable with Lessor paying any 
shortage in proceeds, in which case this Lease shall remain in full force and 
effect; or (ii) have this Lease terminate thirty (30) days thereafter. Lessee 
shall not be entitled to reimbursement of any funds contributed by Lessee to 
repair any such damage or destruction. Premises Partial Damage due to flood 
or earthquake shall be subject to Paragraph 9.3, notwithstanding that there 
may be some insurance coverage, but the net proceeds of any such insurance 
shall be made available for the repairs if made by either Party.

      9.3   PARTIAL DAMAGE - UNINSURED LOSS. If a Premises Partial Damage 
that is not an Insured Loss occurs, unless caused by a negligent or willful 
act of Lessee (in which event Lessee shall make the repairs at Lessee's 
expense), Lessor may either: (i) repair such damage as soon as reasonably 
possible at Lessor's expense, in which event this Lease shall continue in 
full force and effect, or (ii) terminate this Lease by giving written notice 
to Lessee within thirty (30) days after receipt by Lessor of knowledge of the 
occurrence of such damage. Such termination shall be effective sixty (60) 
days following the date of such notice. In the event Lessor elects to 
terminate this Lease, Lessee shall have the right within ten (10) days after 
receipt of the termination notice to give written to Lessor of Lessee's 
commitment to pay for the repair of such damage without reimbursement from 
Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance 
thereof within thirty (30) days after making such commitment. In such event 
this Lease shall continue in full force and effect, and Lessor shall proceed 
to make such repairs as soon as reasonably possible after the required funds 
are available. If Lessee does not make the required commitment, this Lease 
shall terminate as of the date specified in the termination notice.

      9.4   TOTAL DESTRUCTION.  Notwithstanding any other provision hereof, 
if a Premises Total Destruction occurs, this Lease shall terminate sixty (60) 
days following such Destruction. If the damage or destruction was caused by 
the gross negligence or willful misconduct of Lessee, Lessor shall have the 
right to recover Lessor's damages from Lessee, except as provided in 
Paragraph 8.6.

      9.5   DAMAGE NEAR END OF TERM.  If at any time during the last six (6) 
months of this Lease there is damage for which the cost to repair exceeds one 
(1) month's Base Rent, whether or not an Insured Loss, Lessor or Lessee may 
terminate this Lease effective sixty (60) days following the date of 
occurrence of such damage by giving a written termination notice to Lessee 
within thirty (30) days after the date of occurrence of such damage. 
Notwithstanding the foregoing, if Lessee at that time has an exercisable 
option to extend this Lease or to purchase the Premises, then Lessee may 
preserve this Lease by, (a) exercising such option and (b) providing Lessor 
with any shortage in insurance proceeds (or adequate assurance thereof) 
needed to make the repairs on or before the earlier of (i) the date which is 
ten days after Lessee's receipt of Lessor's written notice purporting to 
terminate this Lease, or (ii) the day prior to the date upon which such 
option expires. If Lessee duly exercises such option during such period and 
provides Lessor with funds (or adequate assurance thereof) to cover any 
shortage in insurance proceeds, Lessor shall, at Lessor's commercially 
reasonable expense, repair such damage as soon as reasonably possible and 
this Lease shall continue in full force and effect. If Lessee fails to 
exercise such option and provide such funds or assurance during such period, 
then this Lease shall terminate on the date specified in the termination 
notice and Lessee's option shall be extinguished.

<PAGE>

      9.6   ABATEMENT OF RENT; LESSEE'S REMEDIES.

            (a)   ABATEMENT.  In the event of Premises Partial Damage or
      Premises Total Destruction or a Hazardous Substance Condition for which
      Lessee is not responsible under this Lease, the Rent payable by Lessee for
      the period required for the repair, remediation or restoration of such
      damage shall be abated in proportion to the degree to which Lessee's use
      of the Premises is impaired. All other obligations of Lessee hereunder
      shall be performed by Lessee, and Lessor shall have no liability for any
      such damage, destruction, remediation, repair or restoration except as
      provided herein.

            (b)   REMEDIES.  If Lessor shall be obligated to repair or restore
      the Premises and does not commence, in a substantial and meaningful way,
      such repair or restoration within ninety (90) days after such obligation
      shall accrue, Lessee may, at any time prior to the commencement of such
      repair or restoration, give written notice to Lessor and to any Lenders of
      which Lessee has actual notice, of Lessee's election to terminate this
      Lease on a date not less than sixty (60) days following the giving of such
      notice. If Lessee gives such notice and such repair or restoration is not
      commenced within thirty (30) days thereafter, this Lease shall terminate
      as of the date specified in said notice. If the repair or restoration is
      commenced within said thirty (30) days, this Lease shall continue in full
      force and effect. "COMMENCE" shall mean either the unconditional
      authorization of the preparation of the required plans, or the beginning
      of the actual work on the Premises, whichever first occurs.

      9.7   TERMINATION-ADVANCE PAYMENTS.  Upon termination of this Lease 
pursuant to Paragraph 6.2(9) or Paragraph 9, an equitable adjustment shall be 
made concerning advance Base Rent and any other advance payments made by 
Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of 
Lessee's Security Deposit as has not been, or is not then required to be, 
used by Lessor.

      9.8   WAIVE STATUTES.  Lessor and Lessee agree that the terms of this 
Lease shall govern the effect of any damage to or destruction of the Premises 
with respect to the termination of this Lease and hereby waive the provisions 
of any present or future statute to the extent inconsistent herewith.

10.   REAL PROPERTY TAXES.

      10.1  DEFINITION OF "REAL PROPERTY TAXES."  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 
Lessor in the Premises, Lessor's right to other income therefrom, and/or 
Lessor's business of leasing, by any authority having the direct or indirect 
power to tax and where the funds are generated with reference to the Building 
address and where the proceeds so generated are to be applied by the city, 
county or other local taxing authority of a jurisdiction within which the 
Premises are located. The term "REAL PROPERTY TAXES" shall also include any 
tax, fee, levy, assessment or charge, or any increase therein, imposed by 
reason of events occurring during the term of this Lease, including but not 
limited to, a change in the ownership of the Premises.

      10.2

            (a)   PAYMENT OF TAXES.  Lessee shall pay the Real Property Taxes
      applicable to the Premises during the term of this Lease. Subject to
      Paragraph 10.2(b), all such payments shall be made at least ten (10) days
      prior to any delinquency date. Lessee shall promptly furnish Lessor with
      satisfactory evidence that such taxes have been paid. If any such taxes
      shall cover any period of time prior to or after the expiration or
      termination of this Lease, Lessee's share of such taxes shall be prorated
      to cover only that portion of the tax bill applicable to the period that
      this Lease is in effect, and Lessor shall reimburse Lessee for any
      overpayment. If Lessee shall fail to pay any required Real Property Taxes,
      Lessor shall have the right to pay the same, and Lessee shall reimburse
      Lessor therefor upon demand.

            (b)   ADVANCE PAYMENT.  In the event Lessee incurs a late charge
      twice in any twelve (12) month period on any Rent payment, Lessor may, at
      Lessor's option, estimate the current Real Property Taxes, and require
      that such taxes be paid in advance to Lessor by Lessee, either: (i) in a
      lump sum amount equal to the installment due, at least twenty (20) days
      prior to the applicable delinquency date, or (ii) monthly in advance with
      the payment of the Base Rent. If Lessor elects to require payment monthly
      in advance, the monthly payment shall be an amount equal to the amount of
      the estimated installment of taxes divided by the number of months
      remaining before the month in which said installment becomes delinquent.
      When the actual amount of the applicable tax bill is known, the amount of
      such equal monthly advance payments shall be adjusted as required to
      provide the funds needed to pay the applicable taxes. If the amount
      collected by Lessor is insufficient to pay such Real Property Taxes when
      due, Lessee shall pay Lessor, upon demand, such additional sums as are
      necessary to pay such obligations. All moneys paid to Lessor under this
      Paragraph may be intermingled with other moneys of Lessor and shall not
      bear interest. In the event of a Breach by 

<PAGE>

      Lessee in the performance of its obligations under this Lease, then any 
      balance of funds paid to Lessor under the provisions of this Paragraph 
      may at the option of Lessor, be treated as an additional Security Deposit.

      10.3  JOINT ASSESSMENT.  If the Premises are not separately assessed, 
Lessee's liability shall be an equitable proportion of the Real Property 
Taxes for all of the land and improvements included within the tax parcel 
assessed, such proportion to be conclusively determined by Lessor from the 
respective valuations assigned in the assessor's work sheets or such other 
information as may be reasonably available.

      10.4  PERSONAL PROPERTY TAXES. Lessee shall pay, prior to delinquency, 
all taxes assessed against and levied upon Lessee Owned Alterations, Utility 
Installations, Trade Fixtures, furnishings, equipment and all personal 
property of Lessee. When possible, Lessee shall cause such property to be 
assessed and billed separately from the real property of Lessor. If any of 
Lessee's said personal property shall be assessed with Lessor's real 
property, Lessee shall pay Lessor the taxes attributable to Lessee's property 
within ten (10) days after receipt of a written statement.

11.   UTILIZES.  Lessee shall pay for all water, gas, heat, light, power, 
telephone, trash disposal and other utilities and services supplied to the 
Premises, together with any taxes thereon. It any such services are not 
separately metered to Lessee, Lessee shall pay a reasonable proportion, to be 
determined by Lessor, of all charges jointly metered.

12.   ASSIGNMENT AND SUBLETTING.

      12.1  LESSOR'S CONSENT REQUIRED.

            (a)   Lessee shall not voluntarily or by operation of law assign,
      transfer, mortgage or encumber (collectively, "assign or assignment") or
      sublet all or any part of Lessee's interest in this Lease or in the
      Premises without Lessor's prior written consent.

            (b)   A change in the control of Lessee shall constitute an
      assignment requiring consent. The transfer, on a cumulative basis, of
      fifty percent (50%) or more of the voting control of Lessee shall
      constitute a change in control for this purpose.

            (c)   The involvement of Lessee or its assets in any transaction, or
      series of transactions (by way of merger, sale, acquisition, financing,
      transfer, leveraged buy-out or otherwise), whether or not a formal
      assignment or hypothecation of this Lease or Lessee's assets occurs, which
      results or will result in a reduction of the Net Worth of Lessee by an
      amount greater than twenty-five percent (25%) of such Net Worth as it was
      represented at the time of the execution of this Lease or at the time of
      the most recent assignment to which Lessor has consented, or as it exists
      immediately prior to said transaction or transactions constituting such
      reduction, whichever was or is greater, shall be considered an assignment
      of this Lease to which Lessor may withhold its consent. "NET WORTH OF
      LESSEE" shall mean the net worth of Lessee (excluding any guarantors)
      established under generally accepted accounting principles.

            (d)   An assignment or subletting without consent shall, at Lessor's
      option, be a Default curable after notice per Paragraph 13.1 (c), or a
      nondurable Breach without the necessity of any notice and grace period. If
      Lessor elects to treat such unapproved assignment or subletting as a
      noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii)
      upon thirty (30) days written notice, increase the monthly Base Rent to
      one hundred ten percent (110%) of the Base Rent then in effect. Further,
      in the event of such Breach and rental adjustment, (i) the purchase price
      of any option to purchase the Premises held by Lessee shall be subject to
      similar adjustment to one hundred ten percent (110%) of the price
      previously in effect, and (ii) all fixed and non-fixed rental adjustments
      scheduled during the remainder of the Lease term shall be increased to One
      Hundred Ten Percent (110%) of the scheduled adjusted rent.

            (e)   Lessee's remedy for any breach of Paragraph 12.1 by Lessor
      shall be limited to compensatory damages and/or injunctive relief.

      12.2  TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

            (a)   Regardless of Lessor's consent, any assignment or subletting
      shall not: (i) be effective without the express written assumption by such
      assignee or subleases of the obligations of Lessee under this Lease, (ii)
      release Lessee of any obligations hereunder, or (iii) alter the primary
      liability of Lessee for the payment of Rent or for the performance of any
      other obligations to be performed by Lessee.

            (b)   Lessor may accept Rent or performance of Lessee's obligations
      from any person other than Lessee pending approval or disapproval of an
      assignment. Neither a delay in the approval or disapproval of such 
      assignment 

<PAGE>

      nor the acceptance of Rent or performance shall constitute a waiver or 
      estoppel of Lessor's right to exercise its remedies for Lessee's 
      Default or Breach.

            (c)   Lessor's consent to any assignment or subletting shall not
      constitute a consent to any subsequent assignment or

            (d)   In the event of any Default or Breach by Lessee, Lessor may
      proceed directly against Lessee, any Guarantors or anyone else responsible
      for the performance of Lessee's obligations under this Lease, including
      any assignee or sublessee, without first exhausting Lessor's remedies
      against any other person or entity responsible therefore to Lessor, or any
      security held by Lessor.

            (e)   Each request for consent to an assignment or subletting shall
      be in writing, accompanied by information relevant to Lessor's
      determination as to the financial and operational responsibility and
      appropriateness of the proposed assignee or sublessee, including but not
      limited to the intended use and/or required modification of the Premises,
      if any, together with a fee of $1,000 or ten percent (10%) of the current
      monthly Base Rent applicable to the portion of the Premises which is the
      subject of the proposed assignment or sublease, whichever is greater, as
      consideration for Lessor's considering and processing said request. Lessee
      agrees to provide Lessor with such other or additional information and/or
      documentation as may be reasonably requested.

            (f)   Any assignee of, or sublessee under, this Lease shall, by
      reason of accepting such assignment or entering into such sublease, be
      deemed to have assumed and agreed to conform and comply with each and
      every term, covenant, condition and obligation herein to be observed or
      performed by Lessee during the term of said assignment or sublease, other
      than such obligations as are contrary to or inconsistent with provisions
      of an assignment or sublease to which Lessor has specifically consented to
      in writing.

      12.3  ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING.  The 
following terms and conditions shall apply to any subletting by Lessee of all 
or any part of the Premises and shall be deemed included in all subleases 
under this Lease whether or not expressly incorporated therein:

            (a)   Lessee hereby assigns and transfers to Lessor all of Lessee's
      interest in all Rent payable on any sublease, and Lessor may collect such
      Rent and apply same toward Lessees obligations under this Lease; provided,
      however, that until a Breach shall occur in the performance of Lessee's
      obligations, Lessee may collect said Rent. Lessor shall not, by reason of
      the foregoing or any assignment of such sublease, nor by reason of the
      collection of Rent, be deemed liable to the sublessee for any failure of
      Lessee to perform and comply with any of Lessee's obligations to such
      sublessee. Lessee hereby irrevocably authorizes and directs any such
      sublessee, upon receipt of a written notice from Lessor stating that a
      Breach exists in the performance of Lessee's obligations under this Lease,
      to pay to Lessor all Rent due and to become due under the sublease.
      Sublessee shall rely upon any such notice from Lessor and shall pay all
      Rents to Lessor without any obligation or right to inquire as to whether
      such Breach exists, notwithstanding any claim from Lessee to the contrary.

            (b)   In the event of a Breach by Lessee, Lessor may, at its option,
      require sublessee to attorn to Lessor, in which event Lessor shall
      undertake the obligations of the sublessor under such sublease from the
      time of the exercise of said option to the expiration of such sublease;
      provided, however, Lessor shall not be liable for any prepaid rents or
      security deposit paid by such subleases to such sublessor or for any prior
      Defaults or Breaches of such sublessor.

            (c)   Any maker requiring the consent of the sublessor under a
      sublease shall also require the consent of Lessor.

            (d)   No sublessee shall further assign or sublet all or any part of
      the Premises without Lessor's prior written consent.

            (e)   Lessor shall deliver a copy of any notice of Default or Breach
      by Lessee to the sublessee, who shall have the right to cure the Default
      of Lessee within the grace period, if any, specified in such notice.  The
      sublessee shall have a right of reimbursement and offset from and against
      Lessee for any such Defaults cured by the sublessee.

13.   DEFAULT; BREACH; REMEDIES.

      13.1  DEFAULT; BREACH.  A "DEFAULT" is defined as a failure by the 
Lessee to comply with or perform any of the terms, covenants, conditions or 
rules under this Lease.  A "BREACH" is defined as the occurrence of one or 
more of the following Defaults, and the failure of Lessee to cure such 
Default within any applicable grace period:

<PAGE>

            (a)   The abandonment of the Premises; or the vacating of the
      Premises without providing a commercially reasonable level of security, or
      where the coverage of the property insurance described in Paragraph 8.3 is
      jeopardized as a result thereof, or without providing reasonable
      assurances to minimize potential vandalism.

            (b)   The failure of Lessee to make any payment of Rent or any other
      monetary payment required to be made by Lessee hereunder, whether to
      Lessor or to a third party, when due, to provide reasonable evidence of
      insurance or surety bond, or to fulfill any obligation under this Lease
      which endangers or threatens life or property, where such failure
      continues for a period of three (3) business days following written notice
      to Lessee.

            (c)   The failure by Lessee to provide (i) reasonable written
      evidence of compliance with Applicable Requirements, (ii) the service
      contracts, (iii) the rescission of an unauthorized assignment or
      subleasing, (iv) a Tenancy Statement, (v) a requested subordination, (vi)
      evidence concerning any guaranty and/or Guarantor, (vii) any document
      requested under Paragraph 42 (easements), or (viii) any other
      documentation or information which Lessor may reasonably require of Lessee
      under the terms of this Lease, where any such failure continues for a
      period of ten (10) days following written notice to Lessee.

            (d)   A Default by Lessee as to the terms, covenants, conditions or
      provisions of this Lease, or of the rules adopted under Paragraph 40
      hereof, other than those described in subparagraphs 13.1 (a), (b) or (c),
      above, where such Default continues for a period of thirty (30) days after
      written notice; provided, however, that if the nature of Lessee's Default
      is such that more than thirty (30) days are reasonably required for its
      cure, then it shall not be deemed to be a Breach if Lessee commences such
      cure within said thirty (30) day period and thereafter diligently
      prosecutes such cure to completion.

            (e)   The occurrence of any of the following events: (i) the making
      of any general arrangement or assignment for the benefit of creditors;
      (ii) becoming a "DEBTOR" as defined in 11 U.S.C. Section 101 or any
      successor statute thereto (unless, in the case of a petition filed against
      Lessee, the same is dismissed within sixty (60) days); (iii) the
      appointment of a trustee or receiver to the possession of substantially
      all of Lessee's assets located at the Premises or of Lessee's interest in
      this Lease, where possession is not restored to Lessee within thirty (30)
      days; or (iv) the attachment, execution or other judicial seizure of
      substantially all of Lessee's assets located at the Premises or of
      Lessee's interest in this Lease, where such seizure is not discharged
      within thirty (30) days; provided, however, in the event that any
      provision of this subparagraph (e) is contrary to any applicable law, such
      provision shall be of no force or effect, and not affect the validity of
      the remaining provisions.

            (f)   The discovery that any financial statement of Lessee or of any
      Guarantor given to Lessor was materially false.

            (g)   If the performance of Lessee's obligations under this Lease is
      guaranteed: (i) the death of a Guarantor, (ii) the termination of a
      Guarantor's liability with respect to this Lease other than in accordance
      with the terms of such guaranty, (iii) a Guarantor's becoming insolvent or
      the subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor
      the guaranty, or (v) a Guarantor's breach of its guaranty obligation on an
      anticipatory basis, and Lessee's failure, within sixty (60) days following
      written notice of any such event, to provide written alternative assurance
      or security, which, when coupled with the then existing resources of
      Lessee, equals or exceeds the combined financial resources of Lessee and
      the Guarantors that existed at the time of execution of this Lease.

      13.2  REMEDIES. If Lessee fails to perform any of its affirmative dudes 
or obligations, within ten (10) days after written notice (or in case of an 
emergency, without notice), Lessor may, at its option, perform such duty or 
obligation on Lessee's behalf, including but not limited to the obtaining of 
reasonably required bonds, insurance policies, or governmental licenses, 
permits or approvals.  The costs and expenses of any such performance by 
Lessor shall be due and payable by Lessee upon receipt within ten (10 days) 
of invoice therefor. If any check given to Lessor by Lessee shall not be 
honored by the bank upon which it is drawn, Lessor, at its option, may 
require all future payments to be made by Lessee to be by cashier's check. In 
the event of a Breach, Lessor may, with or without further notice or demand, 
and without limiting Lessor in the exercise of any right or remedy which 
Lessor may have by reason of such Breach:

            (a)   Terminate Lessee's right to possession of the Premises by any
      lawful means, in which case this Lease shall terminate and Lessee, shall
      immediately surrender possession to Lessor. In such event Lessor shall be
      entitled to recover from Lessee: (i) the unpaid Rent which had been earned
      at the time of termination; (ii) the worth at the time of award of the
      amount by which the unpaid rent which would have been earned after
      termination until the time of award exceeds the amount of such rental loss
      that the Lessee proves could have been reasonably avoided; (iii) the worth
      at the time of award of the amount by which the unpaid rent for the
      balance of the term after the time of award exceeds the amount of such
      rental loss that the Lessee proves could be reasonably avoided; and (iv)
      any other amount necessary to compensate Lessor for all the detriment
      directly caused by the Lessee's failure to perform its 

<PAGE>

      obligations under this Lease or which in the ordinary course of things 
      would be likely to result therefrom, including but not limited to the 
      cost of recovering possession of the Premises, expenses of reletting, 
      including necessary renovation and alteration of the Premises, 
      reasonable attorneys' fees, and that portion of any leasing commission 
      paid by Lessor in connection with this Lease applicable to the 
      unexpired term of this Lease. The worth at the time of award of the 
      amount referred to in provision (iii) of the immediately preceding 
      sentence shall be computed by discounting such amount at the discount 
      rate of the Federal Reserve Bank of the District within which the 
      Premises are located at the time of award plus one percent (1%). 
      Efforts by Lessor to mitigate damages caused by Lessee's Breach of this 
      Lease shall not waive Lessor's right to recover damages under Paragraph 
      12. If termination of this Lease is obtained through the provisional 
      remedy of unlawful detainer, Lessor shall have the right to recover in 
      such proceeding any unpaid Rent and damages as are recoverable therein, 
      or Lessor may reserve the right to recover all or any part thereof in a 
      separate suit. If a notice and grace period required under Paragraph 
      13.1 was not previously given, a notice to pay rent or quit, or to 
      perform or quit given to Lessee under the unlawful detainer statute 
      shall also constitute the notice required by Paragraph 13.1. In such 
      case, the applicable grace period required by Paragraph 13.1 and the 
      unlawful detainer statute shall run concurrently, and the failure of 
      Lessee to cure the Default within the greater of the two such grace 
      periods shall constitute both an unlawful detainer and a Breach of this 
      Lease entitling Lessor to the remedies provided for in this Lease 
      and/or by said statute.

            (b)   Continue the Lease and Lessee's right to possession and
      recover the Rent as it becomes due, in which event Lessee may sublet or
      assign, subject only to reasonable limitations. Acts of maintenance,
      efforts to relet, and/or the appointment of a receiver to protect the
      Lessor's interests, shall not constitute a termination of the Lessee's
      right to possession.

            (c)   Pursue any other remedy now or hereafter available under the
      laws or judicial decisions of the state wherein the Premises are located.
      The expiration or termination of this Lease and/or the termination of
      Lessee's right to possession shall not relieve Lessee from liability under
      any indemnity provisions of this Lease as to makers occurring or accruing
      during the term hereof or by reason of Lessee's occupancy of the Premises.

      13.3  INDUCEMENT RECAPTURE.  Any agreement for free or abated rent or 
other charges, or for the giving or paying by Lessor to or for Lessee of any 
cash or other bonus, inducement or consideration for Lessee's entering into 
this Lease, all of which concessions are hereinafter referred to as 
"INDUCEMENT PROVISIONS," shall be deemed conditioned upon Lessee's full and 
faithful performance of all of the terms, covenants and conditions of this 
Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision 
shall automatically be deemed deleted from this Lease and of no further force 
or effect, and any rent, other charge, bonus, inducement or consideration 
theretofore abated, given or paid by Lessor under such an Inducement 
Provision shall be immediately due and payable by Lessee to Lessor, 
notwithstanding any subsequent cure of said Breach by Lessee.  The acceptance 
by Lessor of rent or the cure of the Breach which initiated the operation of 
this paragraph shall not be deemed a waiver by Lessor of the provisions of 
this paragraph unless specifically so stated in writing by Lessor at the time 
of such acceptance.

      13.4  LATE CHARGES.  Lessee hereby acknowledges that late payment by 
Lessee of Rent will cause Lessor 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 Lessor by any Lender.  
Accordingly, if any Rent shall not be received by Lessor within five (5) 
business days after such amount shall be due, then, without any requirement 
for notice to Lessee, Lessee shall pay to Lessor a one-time late charge equal 
to five percent (5%) of each such overdue amount. The parties hereby agree 
that such late charge represents a fair and reasonable estimate of the costs 
Lessor will incur by reason of such late payment. Acceptance of such late 
charge by Lessor shall in no event constitute a waiver of Lessees 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 is payable hereunder, whether or not collected, for three (3) 
consecutive installments of Base Rent, then notwithstanding any provision of 
this Lease to the contrary, Base Rent shall, at Lessor's option, become due 
and payable quarterly in advance.

      13.5  INTEREST.  Any monetary payment due Lessor hereunder, other than 
late charges, not received by Lessor within thirty (30) days following the 
date on which it was due shall bear interest from the thirty-first (31st) day 
after it was due.  The interest ("Interest") charged shall be equal to the 
prime rate charged by the largest state chartered bank in which the Premises 
are located plus four percent (4%), but shall not exceed the maximum rate 
allowed by law. Interest is payable in addition to the potential late charge 
provided for in Paragraph 13.4.

      13.6  BREACH BY LESSOR.

            (a)   NOTICE OF BREACH.  Lessor shall not be deemed in breach of
      this Lease unless Lessor fails within a reasonable time to perform an
      obligation required to be performed by Lessor. For purposes of this
      Paragraph, a reasonable time shall in no event be less than thirty (30)
      days after receipt by Lessor, and any Lender whose name and 

<PAGE>

      address shall have been furnished Lessee in writing for such purpose, 
      of written notice specifying wherein such obligation of Lessor has not 
      been performed; provided, however, that if the nature of Lessor's 
      obligation is such that more than thirty (30) days are reasonably 
      required for its performance, then Lessor shall not be in breach if 
      performance is commenced within such thirty (30) day period and thereafter
      diligently pursued to completion.

            (b)   PERFORMANCE BY LESSEE ON BEHALF OF LESSOR.  In the event that
      neither Lessor nor Lender cures said breach within thirty (30) days after
      receipt of said notice, or if having commenced said cure they do not
      diligently pursue it to completion, then Lessee may elect to cure said
      breach at Lessee's expense and offset from Rent an amount equal to the
      greater of one month's Base Rent or the Security Deposit, and to pay an
      excess of such expense under protest, reserving Lessee's right to
      reimbursement from Lessor. Lessee shall document the cost of said cure and
      supply said documentation to Lessor.

14.   CONDEMNATION.  If the Premises or any portion thereof are taken under 
the power of eminent domain or sold under the threat of the exercise of said 
power (collectively "CONDEMNATION"), this Lease shall terminate as to the 
part taken as of the date the condemning authority takes title or possession, 
whichever first occurs. If more than ten percent (10%) of any building 
portion of the premises, or more than twenty-five percent (25%) of the land 
area not occupied by any building, is taken by Condemnation, Lessee may, at 
Lessee's option, to be exercised in writing within ten (10) days after Lessor 
shall have given Lessee written notice of such taking (or in the absence of 
such notice, within ten (10) days after the condemning authority shall have 
taken possession) terminate this Lease as of the date the condemning 
authority takes such possession. If Lessee does not terminate this Lease in 
accordance with the foregoing, this Lease shall remain in full force and 
effect as to the portion of the Premises remaining, except that the Base Rent 
shall be reduced in proportion to the reduction in utility of the Premises 
caused by such Condemnation. Condemnation awards and/or payments shall be the 
property of Lessor, whether such award shall be made as compensation for 
diminution in value of the leasehold, the value of the part taken, or for 
severance damages; provided, however, that Lessee shall be entitled to any 
compensation for Lessee's relocation expenses, loss of business goodwill 
and/or Trade Fixtures, without regard to whether or not this Lease is 
terminated pursuant to the provisions of this Paragraph. All Alterations and 
Utility Installations made to the Premises by Lessee, for purposes of 
Condemnation only, shall be considered the property of the Lessee and Lessee 
shall be entitled to any and all compensation which is payable therefor. In 
the event that this Lease is not terminated by reason of the Condemnation, 
Lessor shall repair any damage to the Premises caused by such Condemnation.

15.   BROKERS' FEE.

      15.1  ADDITIONAL COMMISSION.  In addition to the payments owed pursuant 
to Paragraph 1.10 above, and unless Lessor and the Brokers otherwise agree in 
writing, Lessor agrees that: (a) if Lessee exercises any Option, (b) if 
Lessee acquires any rights to the Premises or other premises owned by Lessor 
and located within the same Project, if any, within which the Premises is 
located, (c) if Lessee remains in possession of the Premises, with the 
consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is 
increased, whether by agreement or operation of an escalation clause herein, 
then, Lessor shall pay Brokers a fee in accordance with the schedule of said 
Brokers in effect at the time of the execution of this Lease.

      15.2  ASSUMPTION OF OBLIGATIONS.  Any buyer or transferee of Lessor's 
interest in this Lease shall be deemed to have assumed Lessor's obligation 
hereunder. Each Broker shall be a third party beneficiary of the provisions 
of Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to a Broker any 
amounts due as and for commissions pertaining to this Lease when due, then 
such amounts shall accrue Interest. In addition, if Lessor fails to pay any 
amounts to Lessee's Broker when due, Lessee's Broker may send written notice 
to Lessor and Lessee of such failure and if Lessor fails to pay such amounts 
within ten (10) days after said notice, Lessee shall pay said monies to its 
Broker and offset such amounts against Rent. In addition, Lessee's Broker 
shall be deemed to be a third party beneficiary of any commission agreement 
entered into by and/or between Lessor and Lessor's Broker.

      15.3  REPRESENTATIONS AND INDEMNITIES OF BROKER RELATIONSHIPS. Lessee 
and Lessor each represent and warrant to the other that it has had no 
dealings with any person, firm, broker or finder (other than the Brokers, if 
any) in connection with this Lease, and that no one other than said named 
Brokers is entitled to any commission or finder's fee in connection herewith. 
Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold 
the other harmless from and against liability for compensation or charges 
which may be claimed by any such unnamed broker, finder or other similar 
party by reason of any dealings or actions of the indemnifying Party, 
including any costs, expenses, attorneys' fees reasonably incurred with 
respect thereto.

16.   TENANCY STATEMENT/ESTOPPEL CERTIFICATES.

      16.1  Each Party (as "RESPONDING PARTY") shall within ten (10) days 
after written notice from THE OTHER Party (the "REQUESTING PARTY") execute, 
acknowledge and deliver to the Requesting Party an Estoppel Certificate in 
writing in form similar to the then most current "TENANCY STATEMENT" form 
published by the American Industrial Real Estate Association, plus such 
additional information, confirmation and/or statements as may be reasonably 
requested by the Requesting Party.

<PAGE>

      16.2  If Lessor desires to finance, refinance, or sell the Premises, or 
any part thereof, Lessee and all Guarantors shall deliver to any potential 
lender or purchaser designated by Lessor such financial statements as may be 
reasonably required by such lender or purchaser, including but not limited to 
Lessee's financial statements for the past three (3) years. All such 
financial statements shall be received by Lessor and such lender or purchaser 
in confidence and shall be used only for the purposes herein set forth.

17.   DEFINITION OF LESSOR. THE TERM "LESSOR" as used herein shall mean the 
owner or owners at the time in question of the fee title to the Premises, or, 
if this is a sublease, of the Lessee's interest in the prior lease. In the 
event of a transfer of Lessor's title or interest in the Premises or this 
Lease, Lessor shall deliver to the transferee or assignee (in cash or by 
credit) any unused Security Deposit held by Lessor. Except as provided in 
Paragraph 15, upon such transfer or assignment and delivery of the Security 
Deposit, as aforesaid, the prior Lessor shall be relieved of all liability 
with respect to the obligations and/or covenants under this Lease thereafter 
to be performed by the Lessor. Subject to the foregoing, the obligations 
and/or covenants in this Lease to be performed by the Lessor shall be binding 
only upon the Lessor as hereinabove defined. Notwithstanding the above, the 
original Lessor under this Lease, and all subsequent holders of the Lessor's 
interest in this Lease shall remain liable and responsible with regard to the 
potential duties and liabilities of Lessor pertaining to Hazardous Substances 
as outlined in Paragraph 6 above.

18.   SEVERABILITY. The invalidity of any provision of this Lease, as 
determined by a court of competent jurisdiction, shall in no way affect the 
validity of any other provision hereof.

19.   DAYS. Unless otherwise specifically indicated to the contrary, the word 
"days" as used in this Lease shall mean and refer to calendar days.

20.   LIMITATION ON LIABILITY. Except with respect to Lessor's fraud, gross 
negligence or willful misconduct, the obligations of Lessor under this Lease 
shall not constitute personal obligations of Lessor, the individual partners 
of Lessor or its or their individual partners, directors, officers or 
shareholders, and Lessee shall look to the Premises, and to no other assets 
of Lessor, for the satisfaction of any liability of Lessor with respect to 
this Lease, and shall not seek recourse against the individual partners of 
Lessor, or its or their individual partners, directors, of ricers or 
shareholders, or any of their personal assets for such satisfaction.

21.   TIME OF ESSENCE. Time is of the essence with respect to the performance 
of all obligations to be performed or observed by the Parties under this 
Lease.

22.   NO PRIOR OR OTHER AGREEMENTS; BROKER DISCLAIMER. This Lease contains 
all agreements between the Parties with respect to any matter mentioned 
herein, and no other prior or contemporaneous agreement or understanding 
shall be effective. Lessor and Lessee each represents and warrants to the 
Brokers that it has made, and is relying solely upon, its own investigation 
as to the nature, quality, character and financial responsibility of the 
other Party to this Lease and as to the nature, quality and character of the 
Premises. Brokers have no responsibility with respect thereto or with respect 
to any default or breach hereof by either Party. The liability (including 
court costs and Attorneys' fees), of any Broker with respect to negotiation, 
execution, delivery or performance by either Lessor or Lessee under this 
Lease or any amendment or modification hereto shall be limited to an amount 
up to the fee received by such Broker pursuant to this Lease; provided, 
however, that the foregoing limitation on each Broker's liability shall not 
be applicable to any gross negligence or willful misconduct of such Broker.

23.   NOTICES.

      23.1  NOTICE REQUIREMENTS.  All notices required or pertained by this 
Lease shall be in writing and may be delivered in person (by hand or by 
courier) or may be sent by regular, certified or registered mail or U.S. 
Postal Service Express Mail, with postage prepaid, or by facsimile 
transmission, and shall be deemed sufficiently given if served in a manner 
specified in this Paragraph 23. The addresses noted adjacent to a Party's 
signature on this Lease shall be that Party's address for delivery or mailing 
of notices. Either Party may by written notice to the other specify a 
different address for notice, except that upon Lessee's taking possession of 
the Premises, the Premises shall constitute Lessee's address for notice. A 
copy of all notices to Lessor shall be concurrently transmitted to such party 
or parties at such addresses as Lessor may from time to time hereafter 
designate in writing.

      23.2  DATE OF NOTICE.  Any notice sent by registered or certified mail, 
return receipt requested, shall be deemed given on the date of delivery shown 
on the receipt card, or if no delivery date is shown, the postmark thereon. 
If sent by regular mail the notice shall be deemed given forty-eight (48) 
hours after the same is addressed as required herein and mailed with postage 
prepaid. Notices delivered by United States Express Mail or overnight courier 
that guarantee next day delivery shall be deemed given twenty-four (24) hours 
after delivery of the same to the Postal Service or courier. Notices 
transmitted by facsimile transmission or similar means shall be deemed 
delivered upon telephone confirmation of receipt, provided a cow is also 
delivered via delivery or mail. If notice is received on a Saturday, Sunday 
or legal holiday, it shall be deemed received on the next business day.

<PAGE>

24.   WAIVERS.  No waiver by Lessor of the Default or Breach of any term, 
covenant or condition hereof by Lessee, shall be deemed a waiver of any other 
term, covenant or condition hereof, or of any subsequent Default or Breach by 
Lessee of the same or of any other term, covenant or condition hereof 
Lessor's consent to, or approval of, any act shall not be deemed to render 
unnecessary the obtaining of Lessor's consent to, or approval of, any 
subsequent or similar act by Lessee, or be construed as the basis of an 
estoppel to enforce the provision or provisions of this Lease requiring such 
consent. The acceptance of Rent by Lessor shall not be a waiver of any 
Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor 
on account of moneys or damages due Lessor, notwithstanding any qualifying 
statements or conditions made by Lessee in connection therewith, which such 
statements and/or conditions shall be of no force or effect whatsoever unless 
specifically agreed to *n writing by Lessor at or before the home of deposit 
of such payment.

25.   


26.   NO RIGHT TO HOLDOVER. Lessee has no right to retain possession of the 
Premises or any part thereof beyond the expiration or termination of this 
Lease. In the event that Lessee holds over, then the Base Rent shall be 
increased to one hundred fifty percent (150%) of the Base Rent applicable 
during the month immediately preceding the expiration or termination.  
Nothing contained herein shall be construed as consent by Lessor to any 
holding over by Lessee.

27.   CUMULATIVE REMEDIES. No remedy or election hereunder shall be deemed 
exclusive but shall, wherever possible, be cumulative with all other remedies 
at law or in equity.

28.   COVENANTS AND CONDITIONS; CONSTRUCTION OF AGREEMENT.  All provisions of 
this Lease to be observed or performed by Lessee are both covenants and 
conditions. In construing this Lease, all headings and titles are for the 
convenience of the parties only and shall not be considered a part of this 
Lease. Whenever required by the context, the singular shall include the 
plural and vice versa. This Lease shall not be construed as if prepared by 
one of the parties, but rather according to its fair meaning as a whole, as 
if both parties had prepared it.

29.   BINDING EFFECT; CHOICE OF LAW. This Lease shall be binding upon the 
parties, their personal representatives, successors and assigns and be 
governed by the laws of the State in which the Premises are located. Any 
litigation between the Parties hereto concerning this Lease shall be 
initiated in the county in which the Premises are located.

30.   SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

      30.1  SUBORDINATION.  This Lease and any Option granted hereby shall be 
subject and subordinate to any ground lease, mortgage, deed of trust, or 
other hypothecation or security device (collectively, "Security Device"), now 
or hereafter placed upon the Premises, to any and all advances made on the 
security thereof, and to all renewals, modifications, and extensions thereof 
Lessee agrees that the holders of any such Security Devices shall have no 
liability or obligation to perform any of the obligations of Lessor under 
this Lease. Any Lender may elect to have this Lease and/or any Option granted 
hereby superior to the lien of its Security Device by giving written notice 
thereof to Lessee, whereupon this Lease and such Options shall be deemed 
prior to such Security Device, notwithstanding the relative dates of the 
documentation or recordation thereof.

      30.2  ATTORNMENT.  Subject to the non-disturbance provisions of 
Paragraph 30.3, Lessee agrees to attorn to a Lender or any other party who 
acquires ownership of the Premises by reason of a foreclosure of a Security 
Device, and that in the event of such foreclosure, such new owner shall not: 
(i) be liable for any act or omission of any prior lessor or with respect to 
events occurring prior to acquisition of ownership; (ii) be subject to any 
offsets or defenses which Lessee might have against any prior lessor, or 
(iii) be bound by prepayment of more than one (1) month's rent.

      30.3  NON-DISTURBANCE.  With respect to Security Devices entered into 
by Lessor after the execution of this Lease, Lessee's subordination of this 
Lease shall be subject to receiving a commercially reasonable non-disturbance 
agreement (a "NON-DISTURBANCE AGREEMENT") from the Lender which 
Non-Disturbance Agreement provides that Lessee's possession of the Premises, 
and this Lease, including any options to extend the term hereof, will not be 
disturbed so long as Lessee is not in Breach hereof and attorns to the record 
owner of the Premises. Further, within sixty (60) days after the execution of 
this Lease, Lessor shall use its commercially reasonable efforts to obtain a 
Non-Disturbance Agreement from the holder of any pre-existing Security Device 
which is secured by the Premises. In the event that Lessor is unable to 
provide the Non-Disturbance Agreement within said sixty (60) days, then 
Lessee may, at Lessee's option, directly contact Lessor's lender and attempt 
to negotiate for the execution and delivery of a Non-Disturbance Agreement.

      30.4  SELF-EXECUTING.  The agreements contained in this Paragraph 30 
shall be effective without the execution of any further documents; provided, 
however, that, upon written request from Lessor or a Lender in connection 
with a sale,

<PAGE>

financing or refinancing of the Premises, Lessee and Lessor shall execute 
such further writings as may be reasonably required to separately document 
any subordination, attornment and/or Non-Disturbance Agreement provided for 
herein.

31.   ATTORNEYS' FEES.  If any Party or Broker brings an action or proceeding 
involving the Premises to enforce the terms hereof or to declare rights 
hereunder, the Prevailing Party (as hereafter defined) *n any such 
proceeding, action, or appeal thereon, shall be entitled to reasonable 
attorneys' fees. Such fees may be awarded in the same suit or recovered in a 
separate suit, whether or not such action or proceeding is pursued to 
decision or judgment. The term, "PREVAILING PARTY" shall include, without 
limitation, a Party or Broker who substantially obtains or defeats the relief 
sought, as the case may be, whether by compromise, settlement, judgment, or 
the abandonment by the other Party or Broker of its claim or defense. The 
attorneys' fees award shall not be computed in accordance with any court fee 
schedule, but shall be such as to fully reimburse all attorneys' fees 
reasonably incurred. In addition, Lessor 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 a legal 
action is subsequently commenced in connection with such Default or resulting 
Breach.

32.   LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS. Lessor and Lessor's agents 
shall have the right to enter the Premises at any time, in the case of an 
emergency, and otherwise at reasonable times with 24 hours notice for the 
purpose of showing the same to prospective purchasers, lenders, or lessees, 
and making such alterations, repairs, improvements or additions to the 
Premises as Lessor may deem necessary. All such activities shall be without 
abatement of rent or liability to Lessee. Lessor may at any time place on the 
Premises any ordinary "FOR SALE" signs and Lessor may during the last six (6) 
months of the term hereof place on the Premises any ordinary "FOR LEASE" 
signs. Lessee may at any time place on or about the Premises any ORDINARY 
"FOR SUBLEASE" sign.

33.   AUCTIONS. Lessee shall not conduct, nor permit to be conducted, any 
auction upon the Premises without Lessor's prior written consent. Lessor 
shall not be obligated to exercise any standard of reasonableness in 
determining whether to permit an auction.

34.   SIGNS. Except for ordinary "For Sublease" signs, Lessee shall not place 
any sign upon the Premises without Lessor's prior written consent. All signs 
must comply with all Applicable Requirements.

35.   TERMINATION; MERGER. Unless specifically stated otherwise in writing by 
Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual 
termination or cancellation hereof, or a termination hereof by Lessor for 
Breach by Lessee, shall automatically terminate any sublease or lesser estate 
in the Premises; provided, however, that Lessor may elect to continue any one 
or all existing subtenancies. Lessor's failure within ten (10) days following 
any such event to elect to the contrary by written notice to the holder of 
any such lesser interest, shall constitute Lessor's election to have such 
event constitute the termination of such interest.

36.   CONSENTS. Except as otherwise provided herein, wherever in this Lease 
the consent of a Party is required to an act by or for the other Party, such 
consent shall not be unreasonably withheld or delayed. Lessor's actual 
reasonable costs and expenses (including but not limited to architects', 
attorneys', engineers' end other consultants' fees) incurred in the 
consideration of, or response to, a request by Lessee for any Lessor consent, 
including but not limited to consents to an assignment, a subletting or the 
presence or use of a Hazardous Substance, shall be paid by Lessee upon 
receipt of an invoice and supporting documentation therefor. Lessor's consent 
to any act, assignment or subletting shall not constitute an acknowledgment 
that no Default or Breach by Lessee of this Lease exists, nor shall such 
consent be deemed a waiver of any then existing Default or Breach, except as 
may be otherwise specifically stated in writing at the time of such consent. 
The failure to specify herein any particular condition to Lessor's consent 
shall not preclude the imposition by Lessor at the time of consent of such 
further or other conditions as are then reasonable with reference to the 
particular maker for which consent is being given. In the event that either 
Party disagrees with any determination made by the other hereunder and 
reasonably requests the reasons for such determination, the determining party 
shall furnish its reasons in writing and in reasonable detail within ten (10) 
business days following such request.

37.   GUARANTOR.

      37.1  EXECUTION.  The Guarantors, if any, shall each execute a guaranty 
in the form most recently published by the American Industrial Real Estate 
Association, and each such Guarantor shall have the same obligations as 
Lessee under this Lease.

      37.2  DEFAULT.  It shall constitute a Default of the Lessee if any 
Guarantor fails or refuses, upon request to provide: (a) evidence of the 
execution of the guaranty, including the authority of the party signing on 
Guarantor's behalf to obligate Guarantor, and in the case of a corporate 
Guarantor, a certified copy of a resolution of its board of directors 
authorizing the making of such guaranty, (b) current financial statements, 
(c) a Tenancy Statement, or (d) written confirmation that the guaranty is 
still in effect.

<PAGE>

38.   QUIET POSSESSION. Subject to payment by Lessee of the Rent and 
performance of all of the covenants, conditions and provisions on Lessee's 
part to be observed and performed under this Lease, Lessee shall have quiet 
possession and quiet enjoyment of the Premises during the term hereof.

39.   OPTIONS.

      39.1  DEFINITION. "OPTION" shall mean: (a) the right to extend the term 
of or renew this Lease or to extend or renew any lease that Lessee has on 
other property of Lessor; (b) the right of first refusal or first offer to 
lease either the Premises or other property of Lessor; (c) the right to 
purchase or the right of first refusal to purchase the Premises or other 
property of Lessor.

      39.2  OPTIONS PERSONAL TO ORIGINAL LESSEE.  Each Option granted to 
Lessee in this Lease is personal to the original Lessee, and cannot be 
assigned or exercised by anyone other than said original Lessee and only 
while the original Lessee is in full possession of the Premises and, if 
requested by Lessor, with Lessee certifying that Lessee has no intention of 
thereafter assigning or subletting.

      39.3  MULTIPLE OPTIONS.  In the event that Lessee has any multiple 
Options to extend or renew this Lease, a later Option cannot be exercised 
unless the prior Options have been validly exercised.

      39.4  EFFECT OF DEFAULT ON OPTIONS.

            (a)   Lessee shall have no right to exercise an Option: (i) during
      the period commencing with the giving of any notice of Default and
      continuing until said Default is cured, (ii) during the period of time any
      Rent is unpaid (without regard to whether notice thereof is given Lessee),
      (iii) during the time Lessee is in Breach of this Lease, or (iv) in the
      event that Lessee has been given three (3) or more notices of separate
      Default, whether or not the Defaults are cured, during the twelve (12)
      month period immediately preceding the exercise of the Option.

            (b)   The period of time within which an Option may be exercised
      shall not be extended or enlarged by reason of Lessee's inability to
      exercise an Option because of the provisions of Paragraph 39.4(a).

            (c)   An Option shall terminate and be of no further force or
      effect, notwithstanding Lessee's due and tamely exercise of the Option,
      if, after such exercise and prior to the commencement of the extended
      term, (i) Lessee fails to pay Rent for a period of thirty (30) days after
      such Rent becomes due (without any necessity of Lessor to give notice
      thereof), (ii) Lessor gives to Lessee three (3) or more notices of
      separate Default during any twelve (12) month period, whether or not the
      Defaults are cured, or (iii) if Lessee commits a Breach of this Lease.

40.   MULTIPLE BUILDINGS. If the Premises are a part of a group of buildings 
controlled by Lessor, Lessee agrees that it will observe all reasonable rules 
and regulations which Lessor may make from time to time for the management, 
safety, and care of said properties, including the care and cleanliness of 
the grounds and including the parking, loading and unloading of vehicles, and 
that Lessee will pay its fair share of common expenses incurred in connection 
therewith.

41.   SECURITY MEASURES. Lessee hereby acknowledges that the rental payable 
to Lessor hereunder does not include the cost of guard service or other 
security measures, and that Lessor shall have no obligation whatsoever to 
provide same. Lessee assumes all responsibility for the protection of the 
Premises, Lessee, its agents and invitees and their property from the acts of 
third parties.

42.   RESERVATIONS. Lessor reserves to itself the right, from time to time, 
to grant, without the consent or joinder of Lessee, such easements, rights 
and dedications that Lessor deems necessary, and to cause the recordation of 
parcel maps and restrictions, so long as such easements, rights, dedications, 
maps and restrictions do not unreasonably interfere with the use of the 
Premises by Lessee. Lessee agrees to sign any documents reasonably requested 
by Lessor to effectuate any such easement rights, dedication, map or 
restrictions.

43.   PERFORMANCE UNDER PROTEST. If at any time a dispute shall arise as to 
any amount or sum of money to be paid by one Party to the other under the 
provisions hereof, the Party against whom the obligation to pay the money is 
asserted shall have the right to make payment "under protest" and such 
payment shall not be regarded as a voluntary payment and there shall survive 
the right on the part of said Party to institute suit for recovery of such 
sum. If it shall be adjudged that there was no legal obligation on the part 
of said Party to pay such sum or any part thereof, said Party shall be 
entitled to recover such sum or so much thereof as it was not legally 
required to pay.

<PAGE>

44.   AUTHORITY.  If either Party hereto is a corporation, trust, limited 
liability company, partnership, or similar entity, each individual executing 
this Lease on behalf of such entity represents and warrants that he or she is 
duly authorized to execute and deliver this Lease on its behalf Each party 
shall, within thirty (30) days after request, deliver to the other party 
satisfactory evidence of such authority.

45.   CONFLICT.  Any conflict between the printed provisions of this Lease 
and the typewritten or handwritten provisions shall be controlled by the 
typewritten or handwritten provisions.

46.   OFFER.  Preparation of this Lease by either Party or their agent and 
submission of same to the other Party shall not be deemed an offer to lease 
to the other Party. This Lease is not intended to be binding until executed 
and delivered by all Parties hereto.

47.   AMENDMENTS.  This Lease may be modified only in writing, signed by the 
Parties in interest at the time of the modification. As long as they do not 
materially change Lessee's obligations hereunder, Lessee agrees to make such 
reasonable non-monetary modifications to this Lease as may be reasonably 
required by a Lender in connection with the obtaining of normal financing or 
refinancing of the Premises.

48.   MULTIPLE PARTIES.  If more than one person or entity is named herein as 
either Lessor or Lessee, such multiple Parties shall have joint and several 
responsibility to comply with the terms of this Lease.

49.   MEDIATION AND ARBITRATION OF DISPUTES.  An Addendum requiring the 
Mediation and/or the Arbitration of all disputes between the Parties and/or 
Brokers arising out of this Lease / / IS / / IS NOT attached to this Lease.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM 
AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR 
INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT AT THE 
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY 
REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH 
RESPECT TO THE PREMISES.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN 
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL 
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE 
TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1.    SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
2.    RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF
      THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE
      POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE
      STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND
      THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE.

<PAGE>

WARNING:  IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, 
CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE 
LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED.

The parties hereto have executed this Lease at the place and on the dates 
specified above their respective signatures.


 Executed at:       Sherman Oaks            
             -----------------------------------
 On:      8/25/98                           
     -------------------------------------------
 By LESSOR:                                 
 /s/Vernon and Helen Farquhar Family Trust et al
 -----------------------------------------------

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


 By:                                        
     -------------------------------------------
 Name Printed:   Donald Farquhar            
               ---------------------------------
 Title:     Trustee                         
       -----------------------------------------


 By:                                        
     -------------------------------------------
 Name Printed:                              
              ----------------------------------
 Title:                                     
       -----------------------------------------
 Address:     1618 N. Las Palmas Dr.       
         ---------------------------------------

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

 Telephone: (213) 463-2739                  
           -------------------------------------
 Facsimile: (213) 463-3946                  
           -------------------------------------
 Federal ID No.                             
               ---------------------------------
 BROKER:                                    
       GRUBB & ELLIS COMPANY                
 -----------------------------------------------
 EXECUTED AT:       Sherman Oaks            
             -----------------------------------
 ON:     8/25/98                            
    --------------------------------------------


 BY:     /s/ Dennis J. Marciniak            
     -------------------------------------------
 NAME PRINTED:     Dennis J. Marciniak      
              ----------------------------------
 TITLE:     Associate Vice President 
       -----------------------------------------
 ADDRESS:     15260 Ventura Boulevard, Suite 1800
         ---------------------------------------
              SHERMAN OAKS, CA  91403      
 -----------------------------------------------
 TELEPHONE:(818) 990-3111 EXT. 513          
           -------------------------------------
 FACSIMILE: (818) 788-6219                  
           -------------------------------------
 FEDERAL ID NO.                             
               ---------------------------------



Executed at:  North Hollywood
            ------------------------------------
On:     8/21/98
   ---------------------------------------------
By LESSEE:
North American Scientific, Inc.
------------------------------------------------

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

By:     / s/ L. Michael Cutrer
   ---------------------------------------------
Name Printed:   L. Michael Cutrer
             -----------------------------------
Title:     President
      ------------------------------------------

By:     /s/ Alan Edrick
   ---------------------------------------------
Name Printed:     Alan Edrick
             -----------------------------------
Title:     Chief Financial Officer
      ------------------------------------------
Address:   7435 Greenbush Avenue
        ----------------------------------------
           North Hollywood, CA  91605
------------------------------------------------
Telephone: (818) 503-9201
          --------------------------------------
Facsimile: (818) 503-0764
          --------------------------------------
Federal ID No.
              ----------------------------------
BROKER:
      DELPHI BUSINESS PROPERTIES
------------------------------------------------
EXECUTED AT:
            ------------------------------------
ON:
   ---------------------------------------------


BY:
   ---------------------------------------------
NAME PRINTED:     DAVID HOFFBERG
             -----------------------------------
TITLE:
      ------------------------------------------

ADDRESS:     7100 HAYVENHURST AVENUE, SUITE 211
        ----------------------------------------
             VAN NUYS, CA  91406
------------------------------------------------
TELEPHONE:(818) 780-7878
          --------------------------------------
FACSIMILE: (818) 780-8152
          --------------------------------------
FEDERAL ID NO.
              ----------------------------------