Exhibit 10.1

                                      LEASE

                                 BY AND BETWEEN


                        MENLO BUSINESS PARK, LLC, LESSOR


                                       AND


                               ACCOM, INC., LESSEE






                               Menlo Business Park
                               1490 O'Brien Drive
                             Menlo Park, California



                                November 19, 1999


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

Paragraph                                                                  Page
---------                                                                  ----


1.   Lease.....................................................................1
2.   Term......................................................................1
3.   Monthly Base Rent.........................................................2
4.   Additional Rent; Operating Expenses and Taxes.............................3
5.   Payment of Rent...........................................................7
6.   Security Deposit..........................................................8
7.   Use.......................................................................8
8.   Hazardous Materials.......................................................8
9.   Taxes on Lessee's Property...............................................11
10.  Insurance................................................................11
11.  Indemnification..........................................................12
12.  Tenant Improvement Work..................................................14
13.  Maintenance and Repairs; Alterations; Surrender and Restoration..........14
14.  Utilities and Services...................................................16
15.  Liens....................................................................17
16.  Assignment and Subletting................................................17
17.  Waiver...................................................................20
18.  Holding Over.............................................................20
19.  Damage or Destruction....................................................21
20.  Eminent Domain...........................................................23
21.  Remedies.................................................................23
22.  Lessee's Personal Property...............................................25
23.  Notices..................................................................25
24.  Estoppel Certificate.....................................................25
25.  Signage..................................................................26
26.  Real Estate Brokers......................................................26
27.  Subordination; Attornment................................................26
28.  No Termination Right.....................................................27
29.  Lessor's Entry...........................................................27
30.  Attorneys' Fees..........................................................27
31.  Compliance with CC&R's...................................................27
32.  Quiet Enjoyment..........................................................28
33.  General Provisions.......................................................28



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SCHEDULE OF EXHIBITS
--------------------

     EXHIBIT "A"  Legal Description
     EXHIBIT "B"  Menlo Business Park Master Plan
     EXHIBIT "C"  Floor Plan
     EXHIBIT "D"  Commencement Memorandum
     EXHIBIT "E"  Cost Estimate for Tenant Improvement Work
     EXHIBIT "F"  Lessee Estoppel Certificate




<PAGE>

                                    L E A S E
                                    ---------

                               Menlo Business Park
                               1490 O'Brien Drive
                             Menlo Park, California

         THIS  LEASE,  referred  to herein as "this  Lease," is made and entered
into as of  November  19,  1999 by and  between  MENLO  BUSINESS  PARK,  LLC,  a
California  limited liability  company,  hereafter  referred to as "Lessor," and
ACCOM,  INC.,  a Delaware  corporation,  hereafter  referred  to as  "Lessee" or
"Accom."

         RECITALS:

         A. Lessor is the owner of the real property  located in Menlo  Business
Park, Menlo Park, California,  commonly referred to as 1490 O'Brien Drive, Menlo
Park, California, more particularly described on Exhibit "A" attached hereto and
incorporated  by reference  herein,  consisting  of a parcel of land  containing
approximately 1.68 acres,  together with all easements and appurtenances thereto
(the "Land") and the existing  building  thereon,  referred to as Building  #10,
1490 O'Brien Drive,  containing  approximately  30,623 rentable square feet, and
all other improvements located thereon (collectively,  the "Improvements").  The
Land and Improvements are referred to herein collectively as the "Premises." The
Premises are shown on the Menlo  Business  Park Master Plan  attached  hereto as
Exhibit "B." Building #10 is sometimes referred to herein as "the Building." The
floor plan of Building #10 is attached hereto as Exhibit "C."

         B. Lessor and Lessee wish to enter into this Lease of the Premises upon
the terms and conditions set forth herein.

         NOW, THEREFORE, the parties agree as follows:

         1. Lease. Lessor hereby leases to Lessee, and Lessee leases from Lessor
the  Premises at the rental and upon all of the terms and  conditions  set forth
herein.

         2. Term.

                  (a) Accom is currently in possession of the Premises  pursuant
to an  existing  Lease  between  Lessor and Accom  dated  January  28, 1992 (the
"Original  Lease"),  the term of which expires on February 26, 2000. The term of
this Lease (the "term") and  Lessee's  obligation  to pay rent  pursuant to this
Lease  shall  commence at 12:01 A.M.  on  February  27, 2000 (the  "Commencement
Date").


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The term of this Lease shall expire, unless sooner terminated in accordance with
the provisions  hereof,  on August 31, 2005. Upon the Commencement  Date, Lessor
and Lessee shall  confirm in writing the  expiration of the term of the Original
Lease, the Commencement  Date of this Lease, and the expiration date of the term
of this Lease by executing and  delivering  the  Commencement  Memorandum in the
form attached hereto as Exhibit "D."

         3. Monthly Base Rent.

                  (a) Lessee  shall pay to Lessor for each full  calendar  month
during the first  twelve  (12) full  calendar  months of the term of this Lease,
plus the partial  month if any at the  commencement  of the lease term,  Monthly
Base Rent of Sixty-Four  Thousand  Three Hundred Eight and Thirty One Hundredths
Dollars ($64,308.30) per 1

                  1month ($2.10/rentable square foot/month).  Upon the execution
and delivery of this Lease by Lessor and Lessee,  Lessee shall pay to Lessor the
sum of Sixty-Four Thousand Three Hundred Eight and Thirty One Hundredths Dollars
($64,308.30)  representing the Monthly Base Rent for the first full month of the
lease term. Monthly Base Rent for any partial calendar month at the commencement
of the lease term shall 0be prorated on the basis of a thirty (30) day month.

                  (b) The  Monthly  Base Rent shall be  adjusted as of the first
day of the calendar  month  immediately  following the first  anniversary of the
Commencement  Date  and  annually  on  the  first  day  of  the  calendar  month
immediately  following each  anniversary  of the  Commencement  Date  thereafter
during  the entire  lease term (the  "Rental  Adjustment  Date") to reflect  any
increases in the cost of living.  The  adjustment  shall be calculated  upon the
basis of the  United  States  Department  of Labor,  Bureau of Labor  Statistics
Consumer   Price   Index,   all   items,   for  all   Urban   Consumers   -  San
Francisco-Oakland-San Jose (1982-84=100),  hereafter referred to as the "Index."
The  Index  for  said  subgroup  published  most  recently  as of the end of the
calendar month  immediately  preceding the month in which the Commencement  Date
occurs shall be considered the "base Index."

                  (c) The Monthly  Base Rent shall be adjusted as of each Rental
Adjustment  Date to an amount equal to the product  obtained by multiplying  the
initial  Monthly  Base Rent  referred to in  Paragraph  3(a) by a fraction,  the
numerator  of which is the Index most  recently  published  as of the end of the
calendar  month  immediately  preceding  each  Rental  Adjustment  Date  and the
denominator  of which is the base  Index;  provided  that in no event  shall the
Monthly Base Rent be increased on any Rental  Adjustment  Date to an amount less
than three  percent  (3%) per annum or more than eight  percent  (8%) per annum,
calculated for each individual year from the previous Rental Adjustment Date, of
the Monthly Base Rent payable before such Rental Adjustment Date.


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                  (d) When the new  Monthly  Base  Rent is  determined  for each
Rental  Adjustment Date,  Lessor shall give Lessee written notice to that effect
indicating how the new Monthly Base Rent figure was computed in accordance  with
subparagraph  (c). If the Index does not exist on any Rental  Adjustment Date in
the same format as referred to in subparagraph  (b), Lessor shall  substitute in
lieu thereof an index reasonably comparable to the Index referred to above which
is  acceptable  to Lessee  and which is then  published  by the  Bureau of Labor
Statistics,  or successor or similar  governmental agency, or if no governmental
agency then  publishes  an index,  Lessor  shall  substitute  therefor any index
commonly accepted which is published by a reputable private organization.

         4. Additional Rent; Operating Expenses and Taxes.

                  (a) In  addition to the  Monthly  Base Rent  payable by Lessee
pursuant to Paragraph 4, Lessee shall pay to Lessor,  as "Additional  Rent," the
Operating  Expenses of the Premises in accordance with Paragraph 4(b) hereof and
real property taxes and assessments  levied or assessed  against the Premises in
accordance with Paragraph 5(c) hereof. Monthly Base Rent and Additional Rent are
referred to herein collectively as "rent."

                  (b)  "Operating  Expenses," as used herein,  shall include all
direct costs of management,  operation,  maintenance,  repair and replacement of
the Premises as determined by standard accounting  practices (unless excluded by
this Lease), including, but not limited to:

                  Personal  property taxes related to the Premises;  any parking
taxes  or  parking  levies  imposed  on  the  Premises  in  the  future  by  any
governmental  agency;  a pro rata portion of the  management fee charged for the
management  and  operation of Menlo  Business  Park,  in an amount equal to four
percent (4%) of the total gross income  received by Lessor from the operation of
Menlo Business Park  (including  Monthly Base Rent and Additional  Rent received
from tenants);  water and sewer charges; waste disposal;  insurance premiums for
insurance  coverages  maintained by Lessor  pursuant to Paragraph  11(b) hereof;
license,  permit,  and inspection fees;  charges for electricity,  heating,  air
conditioning,  gas, and any other utilities (including,  without limitation, any
temporary or permanent utility surcharge or other exaction);  security; painting
and repairing,  interior and exterior;  maintenance and replacement of floor and
window  coverings;  repair,  maintenance,  and replacement of  air-conditioning,
heating,  mechanical  and  electrical  systems,  elevators,  plumbing and sewage
systems;   landscaping  and  gardening  of  Outside  Areas;   glazing;   repair,
maintenance,  cleaning, sweeping, striping, and resurfacing of the parking area;
supplies,  materials,  equipment and tools in the  maintenance  of the Premises;
costs for accounting  services incurred in the calculation of Operating Expenses
and Taxes as defined herein; and the cost of any other capital  expenditures for
any  improvements  or  changes  to the  Buildings  which are


<PAGE>

required by laws,  ordinances,  or other governmental  regulations adopted after
the Commencement Date, or for any items or capital expenditures voluntarily made
by Lessor  which are  intended  to and have the  effect  of  reducing  Operating
Expenses;  provided,  however,  that  except for capital  improvements  required
because of Lessee's  specific use of the  Premises,  if Lessor is required to or
voluntarily makes such capital  improvements,  Lessor shall amortize the cost of
said  improvements  over the useful  life of said  improvements  (together  with
interest on the  unamortized  balance at the rate equal to the effective rate of
interest  on  Lessor's  bank line of credit  at the time of  completion  of said
improvements, but in no event in excess of twelve percent (12%) per annum) as an
Operating Expense in accordance with standard accounting practices,  except that
with  respect to  capital  improvements  made to save  Operating  Expenses  such
amortization  shall not be at a rate  greater  than the  anticipated  savings in
Operating  Expenses.  Operating Expenses shall also include any other expense or
charge,  whether or not  described  herein not  specifically  excluded  by other
provisions of this Lease, which in accordance with generally accepted accounting
and management practices would be considered an expense of managing,  operating,
maintaining, and repairing the Premises.

                  (c) Real  property  taxes and  assessments  upon the Premises,
during  each lease year or partial  lease year during the term of this Lease are
referred to herein as "Taxes."

                  As used herein, "Taxes" shall mean:

                           (1) all real estate taxes,  assessments and any other
taxes levied or assessed against the Premises including the underlying land, the
Buildings,  all improvements  located  thereon,  including any increase in Taxes
resulting  from a  reassessment  following  any  transfer  of  ownership  of the
Premises or any interest therein; and

                           (2) all  other  taxes  which may be levied in lieu of
real estate taxes, assessments, and other fees, charges, and levies, general and
special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind
and  nature  by any  authority  having  the  direct  or  indirect  power to tax,
including  without  limitation any governmental  authority or any improvement or
other district or division thereof, for public improvements, services, benefits,
or environmental  matters which are assessed,  levied,  confirmed,  imposed,  or
become a lien (i) upon the Premises,  and/or any legal or equitable  interest of
Lessor in any part  thereof;  or (ii) upon this  transaction  or any document to
which Lessee is a party creating or  transferring  any interest in the Premises;
and (iii) any tax or excise,  however  described,  imposed in addition to, or in
substitution  partially or totally of, any tax  previously  included  within the
definition of "Taxes" or any tax the nature of which was previously  included in
the definition "Taxes."


<PAGE>

                           Not included within the definition of "Taxes" are any
net income, profits, transfer, franchise, estate or inheritance taxes imposed by
any governmental  authority;  late payment penalties or interest,  provided that
Lessee is not in default in the payment of Monthly Base Rent or Additional Rent.

                           With respect to any  assessments  which may be levied
against or upon the Premises,  or the underlying land, which under the laws then
in force may be  evidenced  by  improvement  or other  bonds,  or may be paid in
annual   installments,   only  the  amount  of  such  annual  installment  (with
appropriate  proration  of any partial  year) and  statutory  interest  shall be
included within the computation of the annual Taxes levied against the Premises,
the Buildings and improvements thereon, and the underlying land.

                  (d) The following  costs  ("Costs") shall be excluded from the
definition of Operating Expenses:

                           (1)  Costs   occasioned  by  the  act,   omission  or
violation of law by Lessor, or its respective agents, employees or contractors;

                           (2)  Costs for which  Lessor  receives  reimbursement
from others, including reimbursement from insurance;

                           (3)  Interest,  charges and fees  incurred on debt or
payments on any deed of trust on the Property;

                           (4)  Advertising or promotional  costs or other costs
incurred by Lessor in procuring  tenants for the  Premises or other  portions of
Menlo Business Park;

                           (5)  Costs  incurred  in  repairing,  maintaining  or
replacing  any  structural  elements  of  the  Buildings  for  which  Lessor  is
responsible pursuant to Paragraph 13(a) hereof;

                           (6) Any  wages,  bonuses  or  other  compensation  of
employees  above the grade of building  manager and any executive  salary of any
officer or employee of Lessor,  including  fringe  benefits other than insurance
plans and  tax-qualified  benefit  plans,  or any fee,  profit  or  compensation
retained by Lessor or its affiliates for  management and  administration  of the
Premises in excess of the maximum sum specified in Paragraph 4(b) of this Lease;

                           (7)   General   office   overhead   and  general  and
administrative  expenses of Lessor, except as specifically provided in Paragraph
4(b); and

                           (8) Leasing expenses and broker  commissions  payable
by Lessor.


<PAGE>

                  Lessor  shall at all times use its best efforts to operate the
Buildings in an economically  reasonable manner at costs not  disproportionately
higher than those  experienced by other comparable  buildings in the market area
in which the Premises are located (Menlo Park).

                  (e) At the  Commencement  Date,  and as  close  as  reasonably
possible to the end of each calendar year thereafter, Lessor shall notify Lessee
of the Operating  Expenses  estimated by Lessor for the calendar year 2000,  and
for each following  calendar  year.  Concurrent  with such notice,  Lessor shall
provide a description  of such Operating  Expenses and Taxes.  Commencing on the
Commencement Date, and on the first day of every month thereafter,  Lessee shall
pay to  Lessor,  as  Additional  Rent,  one-twelfth  (1/12th)  of the  estimated
Operating  Expenses and Taxes.  If at any time during any such calendar year, it
appears to Lessor that the  Operating  Expenses or Taxes for such year will vary
from Lessor's estimate, Lessor may, by written notice to Lessee, revise Lessor's
estimate for such year and the Additional  Rent and Taxes payments by Lessee for
such year shall  thereafter  be based upon such revised  estimate.  Lessor shall
furnish to Lessee with such revised estimate written  verification  showing that
the actual Operating Expenses or Taxes are greater than Lessor's  estimate.  The
increase in the monthly installments of Additional Rent and Taxes resulting from
Lessor's revised estimate shall not be retroactive,  but the Additional Rent and
Taxes for each calendar year shall be subject to adjustment  between  Lessor and
Lessee after the close of the calendar year, as provided below.

                  Not later than ninety (90) days after the  expiration  of each
calendar year of the term, Lessor shall furnish Lessee a statement  certified by
a  responsible  employee or agent of Lessor  (the  "Operating  Statement")  with
respect to such  year,  prepared  by an  employee  or agent of  Lessor,  showing
Operating Expenses and Taxes broken down by component  expenses,  Base Taxes and
Base Operating Expenses of the Premises broken down by component  expenses,  and
the total payments made by Lessee on the basis of any previous  estimate of such
Operating  Expenses and Taxes,  all in  sufficient  detail for  verification  by
Lessee.  Unless Lessee raises any objections to the Operating  Statement  within
ninety (90) days after receipt of the same, such statement shall conclusively be
deemed  correct  and Lessee  shall  have no right  thereafter  to  dispute  such
statement or any item therein or the  computation of Operating  Expenses  and/or
Taxes.  Lessee or its  accountants  shall  have the right to  inspect  and audit
Lessor's  books and records  with  respect to this Lease once each Lease Year to
verify actual Operating Expenses and/or Taxes.  Lessor's books and records shall
be kept in accord with generally  accepted  accounting  principles.  If Lessee's
audit  of the  Operating  Expenses  and/or  Taxes  for any  year  reveals  a net
overcharge  of more than five percent  (5%),  Lessor  promptly  shall  reimburse
Lessee  for the cost of the  audit;  otherwise,  Lessee  shall  bear the cost of
Lessee's audit. If Lessee objects to Lessor's Operating Statement,  Lessee shall
continue to pay on a monthly  basis the  Operating  Expenses


<PAGE>

and/or Taxes based upon the prior year's  Operating  Statement until the dispute
is resolved.

                  If the  Operating  Expenses  and Taxes for the year as finally
determined  exceeds  the  total  payments  made  by  Lessee  based  on  Lessor's
estimates,  Lessee shall pay to Lessor the  deficiency,  within thirty (30) days
after the receipt of Lessor's Operating Statement. If the total payments made by
Lessee based on Lessor's estimate of the Operating  Expenses and/or Taxes exceed
the Operating  Expenses and/or Taxes,  Lessee's extra payment,  plus the cost of
the audit if charged to Lessor, shall be credited against payments of Additional
Rent next due hereunder.

                  Notwithstanding  the termination of this Lease,  within thirty
(30)  days  after  Lessee's  receipt  of  Lessor's  Operating  Statement  or the
completion of Lessee's audit  regarding the Operating  Expenses and/or Taxes for
the calendar year in which this Lease terminates,  Lessee shall pay to Lessor or
shall receive from Lessor, as the case may be, an amount equal to the difference
between  the  Operating   Expenses  and/or  Taxes  for  such  year,  as  finally
determined,  and  the  amount  previously  paid by  Lessee  on  account  thereof
(prorated to the expiration date or the termination date of this Lease).

         5. Payment of Rent.

                  (a) All rent shall be due and  payable in lawful  money of the
United  States of America at the  address of Lessor set forth in  Paragraph  23,
"Notices,"  without  deduction  or offset and  without  prior  demand or notice,
unless otherwise  specified herein.  Monthly Base Rent and Additional Rent shall
be  payable  monthly,  in  advance,  on the  first day of each  calendar  month.
Lessee's obligation to pay rent for any partial month at the commencement of the
lease  term  shall be as  provided  in  Paragraph  3(a)  hereof and rent for any
partial  month at the  expiration  or  termination  of the lease  term  shall be
prorated on the basis of a thirty (30) day month.

                  (b) If any  installment of Monthly Base Rent,  Additional Rent
or any other sum due from Lessee is not received by Lessor  within five (5) days
after the same is due,  Lessee  shall pay to Lessor an  additional  sum equal to
five percent (5%) of the amount overdue as a late charge. The parties agree that
this late charge  represents  a fair and  reasonable  estimate of the costs that
Lessor  will incur by reason of the late  payment by Lessee.  Acceptance  of any
late charge shall not  constitute  a waiver of Lessee's  default with respect to
the  overdue  amount.  Any amount not paid  within ten (10) days after  Lessee's
receipt of written  notice that such amount is due shall bear  interest from the
date due until paid at the lesser  rate of (1) the prime rate of  interest  plus
five  percent  (5%) or (2) the maximum  rate  allowed by law, in addition to the
late payment charge.

                  Initials:  Lessor_________        Lessee_________


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         6. Security  Deposit.  Lessee shall deposit with Lessor upon  execution
hereof  the sum of  Sixty-Four  Thousand  Three  Hundred  Eight and  Thirty  One
Hundredths  Dollars  ($64,308.30)  (the  "Security  Deposit")  as  security  for
Lessee's  faithful  performance  of Lessee's  obligations  under this Lease.  If
Lessee  fails  to pay  Monthly  Base  Rent or  Additional  Rent or  charges  due
hereunder,  or otherwise defaults under this Lease (as defined in Paragraph 21),
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,  cost, expense,  loss or damage (including attorneys' fees) 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 moneys with Lessor  sufficient to restore said
Security Deposit to the full amount required by this Lease.  Lessor shall not be
required  to keep  all or any part of the  Security  Deposit  separate  from its
general accounts.  Lessor shall, at the expiration or earlier termination of the
term hereof and after Lessee has vacated the Premises,  return to Lessee (or, at
Lessor's option,  to the last assignee,  if any, of Lessee's  interest  herein),
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 other increment for its use, or to be prepayment for any moneys to be paid by
Lessee under this Lease.

         7. Use.  Lessee  shall use and occupy  the  Premises  only for  general
offices, research and development, and electronic  assembly/testing,  and for no
other use or purpose without Lessor's prior written consent. Use of the Premises
for  the  manufacture  of  integrated  circuits  or  the  manufacture  of  other
electronic components is expressly prohibited. Any use of the Premises by Lessee
or by any  sublessee  or assignee  approved by Lessor  pursuant to  Paragraph 16
shall comply with the provisions of this Paragraph 7.

         8. Hazardous Materials.

                  (a) The term "Hazardous Materials" 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  Materials
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  Materials  without the express prior written consent of Lessor and
timely compliance (at Lessee's expense) with all Environmental Laws. "Reportable
Use" shall mean (i) the installation or use of any above or below ground storage
tank,


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(ii) the generation,  possession,  storage, use, transportation,  or disposal of
Hazardous  Materials  that  require 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 Hazardous
Materials with respect to which any  Environmental Law 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 Lessee's agreed
use of the Premises, so long as such use is in compliance with all Environmental
Laws, is not a Reportable  Use, and does not expose the Premises or  neighboring
property to any meaningful risk of  contamination  or damage or expose Lessor to
any  liability  therefor.  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)  "Environmental  Laws" shall mean and include any Federal,
State, or local statute,  law,  ordinance,  code,  rule,  regulation,  order, or
decree  regulating,  relating to, or imposing  liability or standards of conduct
concerning,  any  hazardous,  toxic,  or dangerous  waste,  substance,  element,
compound,  mixture  or  material,  as now or at any  time  hereafter  in  effect
including,  without  limitation,  California Health and Safety Codes ss.25100 et
seq., ss.25300 et seq., Sections 25281(f) and 25501 of the California Health and
Safety  Code,  Section  13050  of the  Water  Code,  the  Federal  Comprehensive
Environmental  Response,  Compensation and Liability Act, as amended,  42 U.S.C.
ss.9601 et seq.,  the Superfund  Amendments and  Reauthorization  Act, 42 U.S.C.
ss.ss.9601 et seq., the Federal Toxic Substances Control Act, 15 U.S.C.  ss.2601
et seq.,  the Federal  Resource  Conservation  and Recovery  Act as amended,  42
U.S.C.  ss.6901 et seq., the Federal Hazardous Material  Transportation  Act, 49
U.S.C.  ss.1801 et seq.,  the Federal Clean Air Act, 42 U.S.C.  ss.7401 et seq.,
the Federal Water Pollution Control Act, 33 U.S.C.ss.1251 et seq., the River and
Harbors Act of 1899, 33 U.S.C.  ss.401 et seq., and all rules and regulations of
the EPA, the California  Environmental  Protection Agency, or any other state or
federal  department,  board or any other agency or governmental  board or entity
having jurisdiction over the Security, as any of the foregoing have been, or are
hereafter amended.

                  (c) If Lessee knows, or has reasonable cause to believe,  that
Hazardous Materials have 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 Materials.


<PAGE>

                  (d) Lessee and Lessee's  agents,  employees,  and  contractors
shall not cause any Hazardous  Materials to be  discharged  into the plumbing or
sewage system of the  Buildings or into or onto the Land  underlying or adjacent
to the Buildings in violation of any Environmental  Laws. Lessee 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,  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  Materials  brought onto
the  Premises  during the term of this  Lease,  by or for  Lessee,  or any third
party.

                  (e) Lessee shall  indemnify,  defend and hold Lessor  harmless
from  any  and  all  claims,  damages,  fines,  judgments,   penalties,   costs,
liabilities or losses (including,  without limitation, any and all sums paid for
settlement  of claims,  attorneys'  fees,  consultant  and expert fees)  arising
during or after the term (as such may be extended)  from or in  connection  with
the presence of  Hazardous  Materials in or on the  Premises,  the  Buildings or
Menlo Business Park as a result of Lessee's breach of the foregoing covenant, or
as a result of the  negligence,  willful  misconduct  or other  acts of  Lessee,
Lessee's agents,  employees, and contractors or invitees.  Without limitation of
the foregoing, this indemnification shall include any and all costs incurred due
to any investigation of the site or any cleanup, removal or restoration mandated
by a federal,  state or local agency or  political  subdivision.  The  foregoing
indemnity shall survive the expiration or earlier termination of this Lease.

                  (f) Lessor shall  indemnify,  defend and hold Lessee  harmless
from  any  and  all  claims,  damages,  fines,  judgments,   penalties,   costs,
liabilities or losses (including,  without limitation, any and all sums paid for
settlement  of claims,  attorneys'  fees,  consultant  and expert fees)  arising
before, during or after the term (as such may be extended) from or in connection
with the presence of Hazardous Materials in or on the Premises, the Buildings or
Menlo Business Park, unless the (1) Hazardous  Materials are present in whole or
in part as a result of the breach of this Lease by  Lessee,  or the  negligence,
willful  misconduct,  or  other  acts of  Lessee,  Lessee's  agents,  employees,
contractors or invitees; or (2) such Hazardous Materials have flowed,  diffused,
migrated,  or percolated  into, onto, or under the Premises,  the Buildings,  or
Menlo Business Park from other property,  unless such other property is owned or
controlled by Lessor. Without limitation of the foregoing,  this indemnification
shall include any and all costs incurred due to any investigation of the site or
any cleanup, removal or restoration mandated by a federal, state or local agency
or political subdivision, unless the Hazardous Materials are present solely as a
result of the negligence,  willful misconduct or other acts of Lessee,  Lessee's
agents,  employees,  contractors  or invitees.  The  foregoing  indemnity  shall
survive the expiration or earlier termination of this Lease.


<PAGE>

         9. Taxes on Lessee's Property.  Lessee shall pay before delinquency any
and all taxes,  assessments,  license fees, and public charges levied, assessed,
or  imposed  and which  become  payable  during the  initial  lease term and any
extension thereof upon Lessee's  equipment,  fixtures,  furniture,  and personal
property installed or located in the Premises.

         10. Insurance.

                  (a) Lessee shall,  at Lessee's sole cost and expense,  provide
and keep in force during the lease term and any extension  thereof,  and for the
benefit of Lessee,  Lessor,  and Lessor's property manager, a general commercial
liability   insurance  policy  with  a  recognized  casualty  insurance  company
qualified to do business in California,  insuring  Lessor and Lessee against any
and all liability  occasioned by any occurrence in, on, about, or related to the
Premises,  or  arising  out of the  condition,  use,  occupancy,  alteration  or
maintenance of the Premises, and shall provide for contractual liability assumed
in Paragraph 11(a) of this Lease, having a combined single limit for both bodily
injury  and  property  damage in an amount  not less than Five  Million  Dollars
($5,000,000). Prior to the Commencement Date, Lessee agrees to furnish to Lessor
certificates  of insurance  confirming  such coverage naming Lessor and Lessor's
property manager as additional insureds.

                  (b)  Lessor  shall  obtain  and  carry in  Lessor's  name,  as
insured,  as an Operating Expense of the Premises as provided in Paragraph 4(b),
during the lease term,  standard  fire and  extended  coverage  insurance  (with
rental loss insurance  coverage for a period of one year),  public liability and
property damage insurance,  and insurance against such other risks or casualties
as Lessor shall determine,  including,  but not limited to, insurance  coverages
required of Lessor by the  beneficiary of any deed of trust which  encumbers the
Property,  and earthquake insurance,  insuring Lessor's interest in the Premises
(including  leasehold  improvements  installed at Lessor's expense) in an amount
not less than the full replacement cost of the Buildings and other  Improvements
from time to time. The proceeds of any such insurance shall be payable solely to
Lessor and Lessee shall have no right or interest therein.  Lessor shall have no
obligation to insure against loss by Lessee to Lessee's  leasehold  improvements
installed at Lessee's expense, or Lessee's equipment,  fixtures,  furniture,  or
other  personal  property of Lessee in or about the Premises  occurring from any
cause  whatsoever.   Lessor's  public  liability  insurance  shall  provide  for
contractual liability assumed in Paragraph 11(b) of this Lease.

                  (c) The  parties  release  each  other,  and their  respective
authorized  representatives,  from any claims for damage to any person or to the
Premises and to the fixtures,  personal  property,  leasehold  improvements  and
alterations  of either Lessor or Lessee in or on the Premises that are caused by
or result from risks  required  by this Lease to be insured  against or actually
insured against under any insurance policies


<PAGE>

carried by the parties and in force at the time of any such damage, whichever is
greater.  This waiver  applies  whether or not the loss is due to the  negligent
acts or omissions of Lessor or Lessee or their respective  officers,  directors,
employees, agents, contractors, or invitees.

                  (d) Each party shall cause each insurance  policy  obtained by
it to provide that the insurance  company waives all right of recovery by way of
subrogation  against  either party in  connection  with the above waiver and any
damage  covered  by any  policy;  provided,  however,  that  such  provision  or
endorsement  shall not be required if the applicable policy of insurance permits
the named insured to waive rights of subrogation  on a blanket  basis,  in which
case the blanket  waiver shall be  acceptable.  Neither party shall be liable to
the other for any  damage  caused  by fire or any of the risks  insured  against
under any insurance policy required by this Lease.

         11. Indemnification.

                  (a) Lessee  waives all claims  against  Lessor for  damages to
property,  or to goods,  wares,  and  merchandise  stored in, upon, or about the
Premises,  and for injuries to persons in, upon,  or about the Premises from any
cause arising at any time,  except as may be caused by the negligence or willful
misconduct  of Lessor or its  employees,  agents or  contractors.  Lessee  shall
indemnify,  defend,  and hold harmless Lessor from claims,  suits,  actions,  or
liabilities  for personal  injury,  death or for loss or damage to property that
arise from (1) any  activity,  work,  or thing  done,  permitted  or suffered by
Lessee in or about the  Premises,  (2) for bodily  injury or damage to  property
which arises in or about the  Buildings  or the Outside  Areas to the extent the
injury or damage to property  results  from the  negligent  acts or omissions of
Lessee,  its employees,  agents or  contractors,  and (3) based on any breach or
default by Lessee in the  performance  of any  obligation on Lessee's part to be
performed under this Lease.

                  (b) Lessor shall indemnify,  defend,  and hold harmless Lessee
from claims,  suits,  actions, or liabilities for personal injury,  death or for
loss or damage to  property  that arise from (1) any  activity,  work,  or thing
done,  permitted or suffered by Lessor in or about the Premises,  (2) for bodily
injury or damage  to  property  which  arises in or about the  Buildings  or the
Outside  Areas to the extent the injury or damage to property  results  from the
negligent acts or omissions of Lessor, its employees, agents or contractors, and
(3)  based  on any  breach  or  default  by  Lessor  in the  performance  of any
obligation on Lessor's part to be performed under this Lease.

                  (c) In the absence of comparative or concurrent  negligence on
the  part  of  Lessee  or  Lessor,  their  respective  agents,  affiliates,  and
subsidiaries,  or their respective officers,  directors,  members,  employees or
contractors,  the foregoing  indemnities by Lessee and Lessor shall also include
reasonable  costs,  expenses and attorneys' fees incurred in connection with any
indemnified claim or incurred by the


<PAGE>

indemnitee in successfully  establishing the right to indemnity.  The indemnitor
shall have the right to assume the defense of any claim subject to the foregoing
indemnities  with  counsel  reasonably  satisfactory  to  the  indemnitee.   The
indemnitee  agrees to cooperate fully with the indemnitor and its counsel in any
matter where the  indemnitor  elects to defend,  provided the  indemnitor  shall
promptly  reimburse the indemnitee for reasonable costs and expenses incurred in
connection with its duty to cooperate.

                  The foregoing  indemnities are conditioned upon the indemnitee
providing  prompt notice to the  indemnitor  of any claim or occurrence  that is
likely to give rise to a claim,  suit, action or liability that will fall within
the scope of the foregoing indemnities,  along with sufficient details that will
enable the indemnitor to make a reasonable investigation of the claim.

                  When the claim is caused by the joint  negligence  or  willful
misconduct  of Lessee and Lessor or by the  indemnitor  party and a third  party
unrelated  to  the  indemnitor  party  (except  indemnitor's  agents,  officers,
employees or invitees),  the indemnitor's  duty to indemnify and defend shall be
proportionate to the indemnitor's allocable share of joint negligence or willful
misconduct.

                  (d)  Lessor  shall  not be liable  to  Lessee  for any  damage
because of any act or  negligence of any other owner or occupant of adjoining or
contiguous  property,  nor for overflow,  breakage,  or leakage of water, steam,
gas, or  electricity  from pipes,  wires,  or  otherwise  in the Premises or the
Buildings.  Except as otherwise herein  provided,  Lessee will pay for damage to
the  Premises  caused by the misuse or neglect of the  Premises by Lessee or its
employees,  agents, or contractors,  including, but not limited to, the breakage
of glass in the Premises.  Any damage to the Premises caused by other tenants of
Menlo Business Park shall be paid for by such other tenants or by Lessor.

         12. Tenant Improvement Work.

                  (a) Lessor shall enter into a contract with a licensed general
contractor  selected by Lessor for the  construction  of the Tenant  Improvement
Work listed on the Cost Estimate set forth on Exhibit "E" attached  hereto.  The
Tenant   Improvement  Work  shall  be  performed   pursuant  to  the  plans  and
specifications  prepared by Lessor and the Work Letter Agreement attached hereto
as Exhibit  "F." Said  plans and  specifications  shall be  subject to  Lessee's
written approval prior to commencement of construction of the Tenant Improvement
Work, which approval shall not be unreasonably withheld. Lessor shall contribute
the sum of Two Hundred  Thousand  Dollars  ($200,000)  to the cost of the Tenant
Improvement  Work as  Lessor's  Tenant  Improvement  Allowance.  Any cost of the
Tenant Improvement Work in excess of Lessor's Tenant Improvement Allowance shall
be paid by Lessee.


<PAGE>

                  (b) The Tenant Improvement Work shall be constructed under the
direct supervision of Tarlton  Properties,  Inc., as construction  manager, at a
fee of five  percent (5%) of hard  construction  costs.  The general  contractor
shall perform the work  pursuant to a negotiated  fixed fee  guaranteed  maximum
price  contract.  The work shall be  performed  on an "open  book"  basis with a
post-job  audit of all costs by a  representative  from both  Lessee and Tarlton
Properties, Inc.

                  (c)  Subject to  completion  of the Tenant  Improvement  Work,
Lessee  waives all right to make repairs at the expense of Lessor,  or to deduct
the costs thereof from the rent, and Lessee waives all rights under Section 1941
and 1942 of the Civil Code of the State of  California.  At the  termination  of
this Lease,  Lessee shall  surrender the Premises in a clean and good condition,
except for ordinary wear and tear and except for damage caused by casualty,  the
elements,  acts of God, a partial taking by eminent domain, or latent defects in
the Premises existing as of the Commencement Date.

         13. Maintenance and Repairs; Alterations; Surrender and Restoration.

                  (a) Lessor  shall,  at  Lessor's  sole  expense,  keep in good
order, condition, and repair and replace when necessary, the structural elements
of the roof  (excluding the roof membrane) , and the structural  elements of the
foundation  and exterior  walls  (except the  interior  faces  thereof),  of the
Buildings,  and other  structural  elements of the Buildings and the Premises as
"structural elements" are defined in building codes applicable to the Buildings,
excluding  any  alterations,  structural  or  otherwise,  made by  Lessee to the
Buildings which are not approved in writing by Lessor prior to the  construction
or installation thereof by Lessee.

                  (b) Lessor shall repair,  maintain,  and replace as needed, as
an Operating  Expense  pursuant to Paragraph 4 hereof,  the roof  membrane,  the
Outside  Areas,  including  the  landscaping,  tree  trimming,  resurfacing  and
restriping of the parking lot and walkways, exterior building painting, exterior
building  lighting,  parking lot lighting,  and exterior security patrol. In the
event Lessee  provides  Lessor with written  notice of the need for any repairs,
Lessor shall commence any such repairs promptly  following  receipt by Lessor of
such notice and Lessor shall diligently prosecute such repairs to completion.

                  (c) Subject to the foregoing and except as provided  elsewhere
in this Lease,  Lessee shall at all times at Lessee's  expense keep the Premises
in good and safe order, condition, and repair. Lessee shall execute and maintain
in full  force and  effect  throughout  the term at  Lessee's  expense a service
contract with an  authorized  air  conditioning  service  company.  Lessee shall
submit a copy of said contract and any amendments thereto to Lessor for Lessor's
review and approval,  which approval shall not be unreasonably withheld.  Lessor
shall have the right to obtain on a semi-annual


<PAGE>

basis  an  inspection  report  of the  HVAC  system  from an HVAC  service  firm
designated by Lessor for the purpose of monitoring  the  performance of the HVAC
maintenance and repair work performed by Lessee's HVAC service firm. The cost of
such inspection  report shall be an Operating  Expense  pursuant to Paragraph 4.
Subject  to the  release  of claims  and  waiver  of  subrogation  contained  in
Paragraphs  10(c) and 10(d), if Lessor is required to make any repairs by reason
of Lessee's  negligent acts or omission to act,  Lessor may add the cost of such
repairs to the next installment of rent which shall  thereafter  become due, and
Lessee shall promptly pay the same upon receipt of an invoice therefor.

                  (d) Lessee may, from time to time, at its own cost and expense
and without the consent of Lessor make nonstructural alterations to the interior
of the Premises  the cost of which in any one  instance is Ten Thousand  Dollars
($10,000) or less,  and the  aggregate  cost of all such work during the term of
this Lease does not exceed Fifty Thousand  Dollars  ($50,000),  provided  Lessee
first  notifies  Lessor  in  writing  of  any  such  nonstructural  alterations.
Otherwise,  Lessee shall not make any additional alterations,  improvements,  or
additions to the Premises  without  delivering to Lessor a complete set of plans
and  specifications  for such work and obtaining  Lessor's prior written consent
thereto. If any nonstructural alterations to the interior of the Premises exceed
Ten  Thousand  Dollars  ($10,000)  in cost in any one  instance,  or exceed  the
aggregate  cost of Fifty  Thousand  Dollars  ($50,000)  during  the term of this
Lease,  Lessee shall employ, at Lessee's expense,  Tarlton  Properties,  Inc. as
construction manager for such alterations at a fee equal to five percent (5%) of
hard construction  costs. Lessor may condition its consent to Lessee agreeing in
writing to remove any such alterations prior to the expiration of the lease term
and Lessee  agreeing to restore  the  Premises  to its  condition  prior to such
alterations  at Lessee's  expense.  Lessor shall advise Lessee in writing at the
time consent is granted  whether Lessor  reserves the right to require Lessee to
remove any alterations from the Premises prior to the termination of this Lease.

                  All   alterations,   trade  fixtures  and  personal   property
installed in the Premises solely at Lessee's expense ("Lessee's  Property) shall
during the term of this  Lease  remain  Lessee's  property  and Lessee  shall be
entitled to all  depreciation,  amortization and other tax benefits with respect
thereto.   Upon  the  expiration  or  sooner   termination  of  this  Lease  all
alterations,  fixtures and improvements to the Premises,  whether made by Lessor
or installed by Lessee at Lessee's expense,  shall be surrendered by Lessee with
the Premises and shall become the property of Lessor.

                  (e) Lessee, at Lessee's sole cost and expense,  shall promptly
and properly observe and comply with all present and future orders, regulations,
rules, laws, and ordinances of all governmental agencies or authorities, and the
Board of Fire  Underwriters.  Any structural changes or repairs or other repairs
or changes of any nature which would be considered a capital  expenditure  under
generally accepted


<PAGE>

accounting  principles  to the  Premises  shall be made by  Lessor  at  Lessee's
expense if such  structural  repairs or changes  are  required  by reason of the
specific nature of the use of the Premises by Lessee. If such structural changes
or repairs are not required by reason of the specific  nature of Lessee's use of
the Premises, the cost of such structural changes or repairs shall be treated as
an  Operating  Expense  and  amortized  in  accordance  with the  provisions  of
Paragraph 4(b).

                  (f) Lessee shall surrender the Premises by the last day of the
lease term or any earlier  termination date, with all of the improvements to the
Premises,  parts,  and  surfaces  thereof  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  or by Lessee
performing all of its  obligations  under this Lease.  The obligations of Lessee
shall  include  the  repair  of  any  damage  occasioned  by  the  installation,
maintenance, or removal of Lessee's trade fixtures, furnishings,  equipment, and
alterations,  and the  restoration  by Lessee of the  Premises to its  condition
prior to any  alterations,  additions,  or improvements  (1) if Lessor's consent
thereto was  conditioned  upon such removal and  restoration  upon expiration or
sooner  termination  of the Lease term  pursuant to Paragraph  13(d),  or (2) if
Lessee made any such alterations,  additions,  or improvements without obtaining
Lessor's  prior  written  consent  in breach  of  Paragraph  13(d) and  within a
reasonable  time after the  expiration or sooner  termination  of the Lease term
Lessor gives written notice to Lessee  requiring  Lessee to perform such removal
and  restoration.  Any removal and remediation of Hazardous  Materials by Lessee
shall be certified by the San Mateo County Health  Department and a copy of such
certification shall be delivered to Lessor.

         14. Utilities and Services.

                  (a) Lessee  shall  contract  for and pay for all  electricity,
telephone,  gas, water, heat and air conditioning  service,  janitorial service,
refuse pick-up,  sewer charges,  and all other utilities or services supplied to
or consumed by Lessee, its agents,  employees,  contractors,  and invitees on or
about the Premises.

                  (b) Lessor shall not be liable to Lessee for any  interruption
or failure of any utility services to the Buildings or the Premises which is not
caused by the  negligence  or willful  acts of Lessor,  or  Lessor's  employees,
agents, or contractors. Lessee shall not be relieved from the performance of any
covenant or agreement  in this Lease  because of any such  failure.  Unless such
failure  is caused  by the  negligence  or  willful  acts of Lessor or  Lessor's
employees,  agents,  or  contractors,  Lessee shall be responsible for and shall
make all  repairs to the  Premises  required  to restore  such  services  to the
Premises.


<PAGE>

         15.  Liens.  Lessee  agrees  to keep the  Premises  free from all liens
arising out of any work performed,  materials furnished, or obligations incurred
by Lessee.  Lessee shall give Lessor at least ten (10) days prior written notice
before  commencing any work of  improvement on the Premises,  the contract price
for which exceeds Ten Thousand Dollars ($10,000). Lessor shall have the right to
post  notices of  non-responsibility  with  respect to any such work.  If Lessee
shall,  in good faith,  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 against the
Lessor or the Premises. If Lessor shall require,  Lessee shall furnish to Lessor
a surety  bond  satisfactory  to Lessor in an amount  equal to one and  one-half
times the amount of such contested claim or demand,  indemnifying Lessor against
liability  for the same, as required by law for the holding of the Premises free
from the effect of such lien or claim.

         16.      Assignment and Subletting.

                  (a) Except as otherwise  provided in this Paragraph 16, Lessee
shall not assign this Lease, or any interest, voluntarily or involuntarily,  and
shall not sublet the  Premises or any part  thereof,  or any right or  privilege
appurtenant  thereto,  or suffer any other  person (the  agents and  servants of
Lessee excepted) to occupy or use the Premises, or any portion thereof,  without
the prior written  consent of Lessor in each instance  pursuant to the terms and
conditions set forth below,  which consent shall not be  unreasonably  withheld,
subject to the following provisions.

                  (b) Prior to any  assignment or sublease  which Lessee desires
to make,  Lessee  shall  provide to Lessor the name and address of the  proposed
assignee or sublessee, and true and complete copies of all documents relating to
Lessee's  prospective  agreement  to  assign  or  sublease,  a copy of a current
financial  statement for such proposed assignee or sublessee,  and shall specify
all  consideration  to be received by Lessee for such  assignment or sublease in
the form of lump sum payments,  installments of rent, or otherwise. For purposes
of this Paragraph 16, the term "consideration"  shall include all money or other
consideration  to be received by Lessee for such assignment or sublease.  Within
fifteen (15) days after the receipt of such documentation and other information,
Lessor shall (1) notify  Lessee in writing that Lessor  elects to consent to the
proposed assignment or sublease subject to the terms and conditions  hereinafter
set forth;  or (2) notify  Lessee in writing that Lessor  refuses such  consent,
specifying reasonable grounds for such refusal; or (3) notify Lessee that Lessor
elects to terminate this Lease as to the entire  Premises,  or as to the portion
of the  Premises  which  Lessee  proposes to  sublease,  as the case may be, and
specifying the effective date of termination. If Lessor elects to terminate this
Lease as to the entire  Premises,  or as to the  portion of the  Premises  which
Lessee  proposes to sublease,  as the case may be, as of the  effective  date of
termination  Lessor and Lessee  shall each be


<PAGE>

released and discharged from any liability or obligation to the other under this
Lease accruing thereafter, and Lessee agrees that Lessor may enter into a direct
lease with such  proposed  assignee  or  sublessee  without  any  obligation  or
liability to Lessee.

                  In deciding  whether to consent to any proposed  assignment or
sublease,  Lessor may take into account  whether or not  reasonable  conditions,
including, but not limited to, the following, have been satisfied:

                           (1) In Lessor's  reasonable  judgment,  the  proposed
assignee or subtenant is engaged in such a business,  that the Premises,  or the
relevant  part  thereof,  will  be used in such a  manner  which  complies  with
Paragraph  7 hereof  entitled  "Use" and  Lessee  or the  proposed  assignee  or
sublessee  submits to Lessor  documentary  evidence  reasonably  satisfactory to
Lessor  that such  proposed  use  constitutes  a permitted  use of the  Premises
pursuant to the ordinances and regulations of the City of Menlo Park;

                           (2) The proposed assignee or subtenant is a reputable
entity or  individual  with  sufficient  financial net worth so as to reasonably
indicate  that it will be able to meet its  obligations  under this Lease or the
sublease in a timely manner;

                           (3) The  proposed  assignment  or  sublease is of the
entire Premises and not a portion thereof;

                           (4) The proposed  assignment  or sublease is approved
by  Lessor's  mortgage  lender  if such  lender  has the  right  to  approve  or
disapprove proposed assignments or subleases; and

                           (5)  The  proposed   assignment  or  sublease   shall
expressly  prohibit  further  assignment or subletting of all or any part of the
Premises by the assignee or sublessee and shall  otherwise be in form reasonably
satisfactory to Lessor and Lessor's counsel.

                  (c) As a  condition  to Lessor's  granting  its consent to any
assignment or sublease, (1) Lessor may require that Lessee pay to Lessor, as and
when received by Lessee,  one hundred percent (100%) of the amount of any excess
of the consideration to be received by Lessee in connection with said assignment
or sublease  over and above the rental amount fixed by this Lease and payable by
Lessee to Lessor,  after deducting only  reasonable  marketing costs incurred by
Lessee in consummating such assignment or sublease which are approved in writing
by  Lessor;  and (2)  Lessee  and  the  proposed  assignee  or  sublessee  shall
demonstrate  to  Lessor's  reasonable  satisfaction  that  each of the  criteria
referred to in subparagraph (b) above is satisfied.

                  (d) Each assignment or sublease  agreement to which Lessor has
consented shall be an instrument in writing in form satisfactory to Lessor,  and
shall be


<PAGE>

executed by both Lessee and the assignee or sublessee,  as the case may be. Each
such  assignment  or  sublease  agreement  shall  recite that it is and shall be
subject and  subordinate to the  provisions of this Lease,  that the assignee or
sublessee  accepts such  assignment or sublease,  that Lessor's  consent thereto
shall not  constitute a consent to any  subsequent  assignment  or subletting by
Lessee or the assignee or  sublessee,  and,  except as otherwise  set forth in a
sublease approved by Lessor,  agrees to perform all of the obligations of Lessee
hereunder (to the extent such obligations  relate to the portion of the Premises
assigned  or  subleased),  and that the  termination  of this  Lease  shall,  at
Lessor's sole  election,  constitute a termination  of every such  assignment or
sublease.

                  (e) In the event  Lessor  shall  consent to an  assignment  or
sublease,  Lessee shall nonetheless  remain primarily liable for all obligations
and  liabilities  of Lessee under this Lease,  including  but not limited to the
payment of rent.

                  (f) Lessee  hereby  stipulates  that the  foregoing  terms and
conditions  are  reasonable  and comply with the  California  Civil Code Section
1951.4.

                  (g)  Notwithstanding   the  foregoing,   Lessee  may,  without
Lessor's  prior  written  consent  and without  any  participation  by Lessor in
assignment and subletting  proceeds,  sublet the entire  Premises or assign this
Lease to a subsidiary,  affiliate,  division or corporation  controlled or under
common control with Lessee ("affiliate"),  or to a successor corporation related
to Lessee by merger,  consolidation  or  reorganization,  provided that any such
assignee or sublessee  shall have a current  verifiable net worth at least equal
to that of  Lessee  as of the  date of the  execution  of this  Lease.  Lessee's
foregoing  rights  to  assign  this  Lease  shall be  subject  to the  following
conditions:  (1) Lessee shall not be in default  hereunder  past any  applicable
cure period;  (2) in the case of an  assignment  or  subletting to an affiliate,
Lessee  shall  remain  liable to Lessor  hereunder;  and (3) the  transferee  or
successor  entity  shall  expressly  assume  in  writing  Lessee's   obligations
hereunder.

                  (h)  Subject  to  the  provisions  of  this  Paragraph  16 any
assignment or sublease  without Lessor's prior written consent shall at Lessor's
election be void.  The consent by Lessor to any assignment or sublease shall not
constitute  a waiver of the  provisions  of this  Paragraph  16,  including  the
requirement  of Lessor's prior written  consent,  with respect to any subsequent
assignment  or  sublease.  If Lessee  shall  purport to assign  this  Lease,  or
sublease  all or any  portion of the  Premises,  or permit any person or persons
other than Lessee to occupy the Premises, without Lessor's prior written consent
(if such consent is required hereunder), Lessor may collect rent from the person
or persons then or  thereafter  occupying  the Premises and apply the net amount
collected to the rent reserved herein,  but no such collection shall be deemed a
waiver  of  Lessor's  rights  and  remedies  under  this  Paragraph  16,  or the
acceptance of any such purported assignee,  sublessee, or occupant, or a release
of Lessee from the further  performance  by Lessee of  covenants  on the part of
Lessee herein contained.


<PAGE>

                  (i) Lessee  shall not  hypothecate  or encumber  its  interest
under this Lease or any rights of Lessee hereunder, or enter into any license or
concession  agreement  respecting  all or any portion of the  Premises,  without
Lessor's  prior written  consent  which consent  Lessor may grant or withhold in
Lessor's absolute discretion without any liability to Lessee.  Lessee's granting
of any such encumbrance,  license,  or concession  agreement shall constitute an
assignment for purposes of this Paragraph 16.

                  (j) In the event of any sale or  exchange  of the  Premises by
Lessor and  assignment  of this Lease by Lessor,  Lessor shall,  upon  providing
Lessee with written  confirmation that Lessor has delivered any security deposit
held by Lessor to  Lessor's  successor  in  interest,  be and hereby is entirely
relieved  of  all  liability  under  any  and  all  of  Lessor's  covenants  and
obligations  contained  in or derived from this Lease with respect to the period
commencing with the consummation of the sale or exchange and assignment.

                  (k)  The  parties  acknowledge  that  Lessor  has  the  remedy
described in California Civil Code Section 1951.4 (Lessor may continue the Lease
in effect after Lessee's  breach and  abandonment and recover rent as it becomes
due,  if  Lessee  has  right to sublet or  assign,  subject  only to  reasonable
limitations).

         17.  Waiver.  The waiver by Lessor or Lessee of any breach of any term,
covenant,  or condition  contained  herein shall not be deemed to be a waiver of
such term,  covenant,  or condition of any subsequent  breach of the same or any
other term, covenant,  or condition contained herein. The subsequent  acceptance
of rent  hereunder by Lessor shall not be deemed to be a waiver of any preceding
breach by Lessee of any term,  covenant,  or condition of this Lease, other than
the failure of Lessee to pay the  particular  rent so  accepted,  regardless  of
Lessor's  knowledge of such  preceding  breach at the time of acceptance of such
rent.

         18. Holding Over. Lessee shall vacate the Premises and deliver the same
to Lessor upon the expiration or sooner  termination of this Lease. In the event
of holding over by Lessee after the  expiration  or  termination  of this Lease,
such holding over shall be on a month-to-month  tenancy and all of the terms and
provisions  of this Lease shall be  applicable  during such period,  except that
Lessee  shall pay Lessor as Monthly  Base Rent  during  such  holdover an amount
equal to the greater of (i) one hundred fifty percent (150%) of the Monthly Base
Rent in effect at the  expiration  of the term, or (ii) the then market rent for
comparable  research and  development/office  space. If such holdover is without
Lessor's  written  consent,  Lessee  shall be liable to  Lessor  for all  costs,
expenses,  and  consequential  damages  incurred  by  Lessor as a result of such
holdover.  The rental  payable  during such holdover  period shall be payable to
Lessor on demand.


<PAGE>

         19. Damage or Destruction.

                  (a) In the event of a total  destruction  of the Buildings and
improvements  during the lease term from any  cause,  either  party may elect to
terminate  this Lease by giving written notice of termination to the other party
within thirty (30) days after the casualty occurs. A total  destruction shall be
deemed to have  occurred for this  purpose if the  Buildings or the Premises are
destroyed to the extent of seventy-five percent (75%) or more of the replacement
cost thereof.  If the Lease is not  terminated,  Lessor shall repair and restore
the  Premises in a diligent  manner and this Lease shall  continue in full force
and effect, except that Monthly Base Rent and Additional Rent shall be abated in
accordance with Paragraph 19(d) below.

                  (b) In the event of a partial  destruction of the Buildings or
the  Premises  to an  extent  not  exceeding  twenty-five  percent  (25%) of the
replacement   cost   thereof  and  if  the  damage   thereto  can  be  repaired,
reconstructed, or restored within a period of one hundred twenty (120) days from
the date of such casualty, and if the casualty is from a cause which is required
to be insured under Lessor's fire and extended coverage insurance, or is insured
under any other coverage then carried by Lessor, and Lessor receives proceeds of
insurance  sufficient  to repair and restore  the  Buildings  and  improvements,
Lessor shall  forthwith  repair the same,  and this Lease shall continue in full
force and effect,  except that  Monthly Base Rent and  Additional  Rent shall be
abated  in  accordance  with  Paragraph  19(d)  below.  If any of the  foregoing
conditions  is not met,  Lessor  shall have the option of either  repairing  and
restoring the Buildings and  improvements,  or terminating  this Lease by giving
written  notice of  termination  to Lessee  within  thirty  (30) days  after the
casualty, subject to the provisions of Paragraph 19(c).

                  (c) In the event of a partial destruction of the Buildings and
improvements  of the  Premises to an extent  equal to or  exceeding  twenty-five
percent (25%) but less than  seventy-five  percent (75%) of the replacement cost
thereof, or if the damage thereto cannot be repaired, reconstructed, or restored
within a period of one hundred twenty (120) days from the date of such casualty,
either Lessor or Lessee may  terminate  this Lease by giving  written  notice of
termination to the other within thirty (30) days after the casualty.

                  Furthermore,  if such  casualty  is from a cause  which is not
required to be insured under Lessor's fire and extended coverage  insurance,  or
is not insured under any other insurance  carried by Lessor,  or if the proceeds
of  insurance  received  by Lessor  are not  sufficient  (or would not have been
sufficient  if  required  insurance  were  carried)  to repair and  restore  the
Buildings and improvements, Lessor may elect to repair and restore the Buildings
and  improvements  (provided that Lessee has not elected to terminate this Lease
pursuant to the first sentence of this Paragraph 19(c)), or Lessor may terminate
this Lease by giving written notice of termination to Lessee.


<PAGE>

Lessor's  election to repair and restore the  Buildings and  improvements  or to
terminate this Lease, shall be made and written notice thereof shall be given to
Lessee  within  thirty  (30)  days  after  the  casualty.   Notwithstanding  the
foregoing, (1) if Lessor has not obtained all necessary governmental permits for
the restoration and commenced construction of the restoration within one hundred
twenty (120) days after the casualty, Lessee may terminate this Lease by written
notice  to  Lessor  given  at any  time  prior  to the  actual  commencement  of
construction of the  restoration;  or (2) if Lessor elects to repair and restore
the Buildings and  improvements  under  subparagraph  (b) or (c) above,  but the
repairs  and  restoration  are not  substantially  completed  within one hundred
eighty (180) days after the casualty, Lessee may terminate this Lease by written
notice to Lessor  given  within  thirty (30) days after the  expiration  of said
period of one hundred eighty (180) days after the casualty.

                   If this Lease is not terminated by Lessor or Lessee  pursuant
to the  foregoing  provisions,  Lessor shall  complete the repairs in a diligent
manner and this Lease  shall  continue  in full force and  effect,  except  that
Monthly  Base  Rent and  Additional  Rent  shall be abated  in  accordance  with
Paragraph 19(d) below.

                  (d) In the event of repair, reconstruction,  or restoration as
provided  herein,  the  Monthly  Base Rent and  Additional  Rent shall be abated
proportionally  in the ratio which the  Lessee's use of the Premises is impaired
during the period of such repair, reconstruction,  or restoration, from the date
of the casualty until such repair, reconstruction or restoration is completed.

                  (e) With  respect to any  destruction  of the  Premises  which
Lessor is obligated to repair,  or may elect to repair,  under the terms of this
Paragraph  19, the  provisions of Section  1932,  Subdivision  2, and of Section
1933,  Subdivision 4, of the Civil Code of the State of California are waived by
the parties.  Lessor's  obligation  to repair and restore the Premises  shall be
limited  to the  improvements  originally  constructed  by  Lessor  at  Lessor's
expense.  Lessee shall repair or replace,  at Lessee's  expense,  all  leasehold
improvements, fixtures, and equipment installed by Lessee or paid for by Lessee.
Lessor's  time for  completion  of the repairs and  restoration  of the Premises
shall be  extended  by a period  equal to any delays  caused by  strikes,  labor
disputes,  unavailability of materials, inclement weather, acts of God, or other
causes beyond Lessor's control.

                  (f) In the event of  termination of this Lease pursuant to any
of the provisions of this Paragraph 19, the monthly rent shall be apportioned on
a per diem  basis  and  shall be paid to the date of the  casualty.  In no event
shall  Lessor be liable to Lessee for any damages  resulting  to Lessee from the
occurrence  of such  casualty,  or from  the  repairing  or  restoration  of the
Buildings and  improvements,  or from the  termination of this Lease as provided
herein,  nor shall Lessee be relieved  thereby from


<PAGE>

any of  Lessee's  obligations  hereunder,  except  to the  extent  and  upon the
conditions expressly set forth in this Paragraph 19.

         20. Eminent Domain.

                  (a) If the whole or any  substantial  part of the Buildings or
appurtenant  real  property  owned by Lessor  shall be taken or condemned by any
competent public authority for any public use or purpose, the term of this Lease
shall end upon the earlier to occur of the date when the  possession of the part
so taken  shall be  required  for such use or purpose or the vesting of title in
such  public  authority.  Rent  shall  be  apportioned  as of the  date  of such
termination.  Lessee  shall be entitled  to receive  any damages  awarded by the
court for (i)  leasehold  improvements  installed  at Lessee's  expense or other
property  owned by  Lessee,  and (ii)  reasonable  costs of  moving by Lessee to
another  location in San Mateo County.  The entire balance of the award shall be
the property of Lessor.

                  (b) If there is a partial  taking of the  Premises  by eminent
domain which is not a  substantial  part of the Buildings and the balance of the
Premises remains  reasonably  suitable for continued use and occupancy by Lessee
in Lessee's  reasonable  judgment for the  purposes  referred to in Paragraph 7,
Lessor shall complete any necessary  repairs in a diligent manner and this Lease
shall remain in full force and effect with a just and proportionate abatement of
the Monthly Base Rent and Additional  Rent, to reflect the number of square feet
of the  Premises  taken  and the  number of square  feet  remaining.  If after a
partial  taking,  the  Premises  and parking  are not  reasonably  suitable  for
Lessee's  continued use and occupancy for the uses permitted herein,  Lessee may
terminate  this Lease  effective  on the  earlier of the date title vests in the
public  authority or the date possession is taken.  Subject to the provisions of
Paragraph  20(a),  the entire  award for such  taking  shall be the  property of
Lessor.

         21. Remedies.  If Lessee fails to make any payment of rent or any other
sum due under this  Lease for ten (10) days  after  receipt by Lessee of written
notice  from  Lessor;  or if Lessee  breaches  any other  term of this Lease for
thirty (30) days after receipt by Lessee of written  notice from Lessor  (unless
such default is incapable of cure within  thirty (30) days and Lessee  commences
cure within thirty (30) days and  diligently  prosecutes  the cure to completion
within a reasonable  time); or if Lessee's interest herein, or any part thereof,
is assigned or transferred, either voluntarily or by operation of law (except as
expressly  permitted by other  provisions  of this Lease);  or if Lessee makes a
general  assignment  for the  benefit  of its  creditors;  or if this  Lease  is
rejected  (i) by a  bankruptcy  trustee for Lessee,  (ii) by Lessee as debtor in
possession,  or (iii) by failure of Lessee as a bankrupt debtor to act timely in
assuming or rejecting  this Lease;  then any of such events shall  constitute an
event of default  and breach of this  Lease by Lessee  and  Lessor  may,  at its
option,  elect the remedies  specified in either  subparagraph (a) or (b) below.
Any such  rejection of this Lease referred to above shall


<PAGE>

not  cause an  automatic  termination  of this  Lease.  Whenever  in this  Lease
reference is made to a default by Lessee, such reference shall refer to an event
of default as defined in this Paragraph 21.

                  (a) Lessor may  repossess  the Premises and remove all persons
and property  therefrom.  If Lessor repossesses the Premises because of a breach
of this Lease, this Lease shall terminate and Lessor may recover from Lessee:

                           (1) the worth at the time of award of the unpaid rent
which had been earned at the time of termination including interest thereon at a
rate equal to the Federal  discount rate plus one percent (1%) per annum, or the
maximum legal rate of interest,  whichever is less, from the time of termination
until paid;

                           (2) the  worth at the time of award of the  amount by
which the unpaid rent which would have been earned after  termination  until the
time of award  exceeds the amount of such rental loss that Lessee  proves  could
have been reasonably avoided,  including interest thereon at a rate equal to the
Federal discount rate plus one percent (1%) per annum, or the maximum legal rate
of interest, whichever is less, from the time of termination until paid;

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

                           (4) any other amount  necessary to compensate  Lessor
for all the  detriment  proximately  caused by  Lessee's  breach or by  Lessee's
failure to perform  its  obligations  under this Lease or which in the  ordinary
course of things would be likely to result therefrom.

                  (b) If Lessor does not repossess the Premises, then this Lease
shall continue in effect for so long as Lessor does not terminate Lessee's right
to possession  and Lessor may enforce all of its rights and remedies  under this
Lease,  including  the right to recover  the rent and other sums due from Lessee
hereunder.  For  the  purposes  of  this  Paragraph  21,  the  following  do not
constitute  a  repossession  of the Premises by Lessor or a  termination  of the
Lease by Lessor:

                           (1) Acts of maintenance or  preservation by Lessor or
efforts by Lessor to relet the Premises; or

                           (2)  The  appointment  of a  receiver  by  Lessor  to
protect Lessor's interests under this Lease.


<PAGE>

                  (c)  Lessor's  failure  to  perform  or  observe  any  of  its
obligations  under  this  Lease  or to  correct  a  breach  of any  warranty  or
representation  made in this Lease  within  thirty  (30) days  after  receipt of
written  notice from Lessee  setting forth in  reasonable  detail the nature and
extent of the failure  referencing  pertinent  Lease  provisions or if more than
thirty  (30) days is  required  to cure the  breach,  Lessor's  failure to begin
curing  within the thirty (30) day period and  diligently  prosecute the cure to
completion,  shall constitute a default.  If Lessor commits a default,  Lessee's
sole remedy shall be to institute an action against Lessor for damages,  without
rent abatement or offset against rent.

         22.  Lessee's  Personal  Property.  If any personal  property of Lessee
remains on the  Premises  after (1) Lessor  terminates  this Lease  pursuant  to
Paragraph  21 above  following  an event of default by Lessee,  or (2) after the
expiration of the Lease term or after the  termination of this Lease pursuant to
any other provisions hereof,  Lessor shall give written notice thereof to Lessee
pursuant to applicable law. Lessor shall thereafter release,  store, and dispose
of any such  personal  property of Lessee in accordance  with the  provisions of
applicable law.

         23. Notices. All notices,  statements,  demands,  requests, or consents
given  hereunder  by either  party to the other shall be in writing and shall be
personally  delivered or sent by United  States mail,  registered  or certified,
return  receipt  requested,  postage  prepaid,  and  addressed to the parties as
follows:

                  Lessor:           Menlo Business Park, LLC
                                    c/o Tarlton Properties, Inc.
                                    955 Alma Street
                                    Palo Alto, California 94301

                  Lessee:           Accom, Inc.
                                    1490 O'Brien Drive
                                    Menlo Park, California 94025

                                    Attention: Junaid Sheikh
                                               President and CEO

or to such other  address as either  party may have  furnished to the other as a
place for the service of notice.  Notices  shall be deemed given upon receipt or
attempted delivery where delivery is not accepted.

         24. Estoppel  Certificate.  Lessee and Lessor shall within fifteen (15)
days following request by the other party (the "Requesting Party"),  execute and
deliver to the Requesting Party a Lessee Estoppel  Certificate  substantially in
the form attached  hereto as Exhibit "G" (1) certifying  that this Lease has not
been modified and certifying that


<PAGE>

this Lease is in full force and effect,  or, if modified,  stating the nature of
such  modification  and certifying that this Lease,  as so modified,  is in full
force and effect;  (2) stating the date to which the rent and other  charges are
paid in advance,  if at all; (3) stating the amount of any security deposit held
by Lessor;  and (4) acknowledging  that there are not, to the responding party's
knowledge,  any uncured  defaults on the part of the Requesting Party hereunder,
or if there are uncured  defaults on the part of the Requesting  Party,  stating
the nature of such uncured defaults.

         25. Signage. Lessor shall provide to Lessee space for Lessee's signs on
the monument signs for the Buildings  located in the landscaped  median in front
of the Buildings.  Lessee may also place Lessee's vinyl lettering signage at the
glass door entrances to the Buildings. All of Lessee's signage shall comply with
the Menlo Park sign  ordinances and regulations and shall be subject to Lessor's
approval  as to  the  location,  size  and  design  thereof.  The  cost  of  the
installation  of the vinyl lettering on the monument signs and at the glass door
entrances  shall be paid by Lessee.  Any additional  signage shall be subject to
Lessor's  prior  approval  and,  if  approved,  shall be  installed  at Lessee's
expense.

         26. Real  Estate  Brokers.  Lessor  shall pay a leasing  commission  to
Tarlton  Properties,  Inc.,  Lessor's broker,  pursuant to a separate  agreement
between Lessor and said broker.  Each party  represents  that it has not had any
dealings with any real estate  broker,  finder,  or other person with respect to
this Lease  other  than  Tarlton  Properties,  Inc.  who has acted as  exclusive
leasing  agent for Lessor,  and each party shall hold  harmless  the other party
from all damages,  expenses,  and liabilities resulting from any claims that may
be asserted against the other party by an other broker,  finder, or other person
with whom the other party has or purportedly has dealt.

         27. Subordination; Attornment.

                  (a) This Lease,  without any further instrument,  shall at all
times be subject and  subordinate  to any and all  mortgages  and deeds of trust
which may now or hereafter  affect Lessor's estate in the real property of which
the Premises form a part,  and to all advances made or hereafter to be made upon
the  security  thereof,  and to  all  renewals,  modifications,  consolidations,
replacements  and extensions  thereof.  Lessor shall use  reasonable  efforts to
cause the  beneficiary  of any deed of trust executed by Lessor as trustor after
the date hereof to execute a recognition and non-disturbance agreement in a form
reasonably  satisfactory  to  Lessor,  Lessee  and such  beneficiary  which  (i)
provides  that this Lease  shall not be  terminated  so long as Lessee is not in
default under this Lease,  and (ii) that upon acquiring title to the Premises by
foreclosure  or otherwise  such holder shall  recognize  all of Lessee's  rights
hereunder which accrue thereafter.


<PAGE>

                  (b)  In  confirmation  of  such  subordination,  Lessee  shall
promptly  execute any  certificate  or other  instrument  which  Lessor may deem
proper to evidence  such  subordination,  without  expense to Lessor;  provided,
however,  that if any person or persons  purchasing  or otherwise  acquiring the
real property of which the Premises form a part by any sale,  sales and/or other
proceedings under such mortgages and/or deeds of trust,  shall elect to continue
this Lease in full force and effect in the same  manner and with like  effect as
if such person or persons had been named as Lessor herein, then this Lease shall
continue in full force and effect as aforesaid,  and Lessee  hereby  attorns and
agrees to attorn to such person or persons.

                  (c) If Lessee is notified in writing of Lessor's default under
any deed of trust  affecting the Premises and if Lessee is instructed in writing
by the party  giving  notice to make  Lessee's  rental  payments to  beneficiary
Lessee shall comply with such request  without  liability to Lessor until Lessee
receives  written  confirmation  that such  default has been cured by Lessor and
that the deed of trust has been reinstated.

         28. No Termination Right.  Lessee shall not have the right to terminate
this Lease as a result of any  default by Lessor and  Lessee's  remedies  in the
event of a  default  by  Lessor  shall be  limited  to the  remedy  set forth in
Paragraph 21(c). Lessee expressly waives the defense of constructive eviction.

         29. Lessor's  Entry.  Except in the case of an emergency and except for
permitted entry during Lessee's normal working hours, Lessor and Lessor's agents
shall provide Lessee with at least twenty-four (24) hours' notice prior to entry
of the  Premises.  Such entry by Lessor  and  Lessor's  agents  shall not impair
Lessee's operations more than reasonably  necessary.  Lessor and Lessor's agents
shall at all times be accompanied by Lessee during any such entry except in case
of  emergency  and except for  janitorial  work.  Lessor may enter the  Premises
without prior notice to Lessee if Lessee has vacated the Premises.

         30. Attorneys' Fees. If any action at law or in equity shall be brought
to recover any rent under this  Lease,  or for or on account of any breach of or
to enforce or interpret  any of the  provisions of this Lease or for recovery of
the  possession  of the  Premises,  the  prevailing  party  shall be entitled to
recover from the other party costs of suit and reasonable  attorneys'  fees, the
amount  of which  shall be fixed by the  court  and  shall be made a part of any
judgment rendered.

         31.  Compliance  with  CC&R's.  During  the term of this  Lease and any
option extension period,  Lessee shall comply, at Lessee's expense,  with all of
the covenants,  conditions,  and  restrictions  affecting the Premises which are
recorded in the Official Records of San Mateo County,  California, and which are
in effect as of the date of this Lease.


<PAGE>

         32.  Quiet  Enjoyment.  Upon  payment  by  Lessee  of the  rent for the
Premises and the observance 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  enjoyment and possession of the Premises for the entire
term hereof subject to all of the provisions of this Lease.

         33. General Provisions.

                  (a) During  the term of this  Lease and any  option  extension
period,  Lessee and its  employees  and agents  shall  comply with the Rules and
Regulations attached hereto as Exhibit "H."

                  (b)  Nothing  contained  in this  Lease  shall  be  deemed  or
construed  by  the  parties  hereto  or  by  any  third  person  to  create  the
relationship of principal and agent or of partnership or of joint venture of any
association  between Lessor and Lessee, and neither the method of computation of
rent  nor any  other  provisions  contained  in this  Lease  nor any acts of the
parties  hereto shall be deemed to create any  relationship  between  Lessor and
Lessee other than the relationship of landlord and tenant.

                  (c)  Each and all of the  provisions  of this  Lease  shall be
binding  upon and inure to the  benefit  of the  parties  hereto,  and except as
otherwise specifically provided elsewhere in this Lease, their respective heirs,
executors,  administrators,  successors,  and  assigns,  subject  at all  times,
nevertheless,  to all agreements and  restrictions  contained  elsewhere in this
Lease with respect to the assignment,  transfer,  encumbering,  or subletting of
all or any part of Lessee's interest in this Lease.

                  (d) The  captions  of the  paragraphs  of this  Lease  are for
convenience  only and  shall  not be  considered  or  referred  to in  resolving
questions of interpretation or construction.

                  (e) This  Lease  is and  shall  be  considered  to be the only
agreement between the parties hereto and their  representatives  and agents. All
negotiations  and oral  agreements  acceptable  to both parties have been merged
into and are included herein.  There are no other  representations or warranties
between the parties and all reliance with respect to  representations  is solely
upon the representations and agreements contained in this instrument.

                  (f) The  laws of the  State of  California  shall  govern  the
validity,  performance,  and enforcement of this Lease. Notwithstanding which of
the parties may be deemed to have prepared  this Lease,  this Lease shall not be
interpreted  either for or against  Lessor or  Lessee,  but this Lease  shall be
interpreted in accordance with the general tenor of the language in an effort to
reach an equitable result.


<PAGE>

                  (g) Time is of the essence with respect to the  performance of
each of the covenants and agreements contained in this Lease.

                  (h)  Lessee  hereby  expressly  waives  any and all  rights of
redemption  granted by or under any present or future law in the event of Lessee
being evicted or dispossessed for any cause, or in the event of Lessor obtaining
possession  of the  Premises  by  reason  of the  breach by Lessee of any of the
covenants and  conditions of the Lease or otherwise.  The rights given to Lessor
herein are in  addition to any rights that may be given to Lessor by any statute
or otherwise.

                  (i)  Recourse  by Lessee  for  breach of this  Lease by Lessor
shall be expressly  limited to Lessor's  interest in the Premises and the rents,
issues and profits therefrom,  and in the event of any such breach or default by
Lessor  Lessee  hereby  waives the right to proceed  against any other assets of
Lessor or against any other assets of any manager or member of Lessor.

                  (j) Any  provision or  provisions of this Lease which shall be
found to be invalid, void or illegal by a court of competent jurisdiction, shall
in no way affect,  impair,  or invalidate any other provisions  hereof,  and the
remaining provisions hereof shall nevertheless remain in full force and effect.

                  (k) This Lease may be modified in writing only,  signed by the
parties in interest at the time of such modification.

                  (l) Each party represents to the other that the person signing
this Lease on its behalf is properly  authorized to do so, and in the event this
Lease is signed by an agent or other third  party on behalf of either  Lessor or
Lessee,  written authority to sign on behalf of such party in favor of the agent
or third party shall be provided to the other party  hereto  either  prior to or
simultaneously  with the return to such other party of a fully  executed copy of
this Lease.

                  (m) No binding  agreement  between the parties with respect to
the  Premises  shall  arise or become  effective  until this Lease has been duly
executed by both Lessee and Lessor and a fully  executed  copy of this Lease has
been delivered to both Lessee and Lessor.

                  (n)  Lessor  and  Lessee   acknowledge   that  the  terms  and
conditions  of this  Lease  constitute  confidential  information  of Lessor and
Lessee. Neither party shall disseminate orally or in written form a copy of this
Lease,  lease proposals,  lease drafts,  or other  documentation  containing the
terms,  details  or  conditions  contained  herein  to any third  party  without
obtaining the prior written consent of the other party, except to the attorneys,
accountants,  or other  authorized  business  representatives  or  agents of the
parties.  Neither  Lessor nor Lessee shall make any public  announcement  of the
consummation of this Lease  transaction  without the prior approval of the other
party.


<PAGE>

                  (o) The rights and  remedies  that either party may have under
this Lease or at law or in equity,  upon any breach, are distinct,  separate and
cumulative and shall not be deemed  inconsistent  with each other, and no one of
them shall be deemed to be exclusive of any other.

                  (p)  Lessor  and  Lessee  waive any  claim  for  consequential
damages which one may have against the other for breach of or failure to perform
or observe the requirements and obligations created by this Lease.

                  (q) Lessor and Lessee  each agree to and they  hereby do waive
trial by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other on any matters  whatsoever arising out of or in
any way  connected  with this  Lease,  the  relationship  of Lessor and  Lessee,
Lessee's use or occupancy of the Premises  and/or any claim of injury or damage,
and any statutory remedy.

                  (r) This Lease shall not be recorded.


<PAGE>

         IN WITNESS WHEREOF, the Lessor and Lessee have duly executed this Lease
as of the date first set forth herein.

                                          "Lessor"

                                          MENLO BUSINESS PARK, LLC
                                          a California limited liability company



                                          By:   /s/  JOHN O. LEWIS
                                             -----------------------------------
                                                John O. Lewis, Manager



                                          By:   /s/  J. O. OLTMANS, II
                                             -----------------------------------
                                                J. O. Oltmans, II, Manager


                                          "Lessee"

                                          ACCOM, INC.,
                                          a Delaware corporation



                                          By:   /s/  JUNAID SHEIKH
                                             -----------------------------------
                                                Junaid Sheikh, President



                                          By:   /s/  DONALD PETERSEN
                                             -----------------------------------
                                                Don Petersen, Vice President