<PAGE>
                                          
                                          
                                          
                                          
                            STANDARD  INDUSTRIAL  LEASE
                            [Single Tenant - Triple Net]
                                          
                                      BETWEEN
                                          
                            CARLSBAD BUSINESS PARK, LLC
                                     (LANDLORD)
                                          
                                        AND
                                          
                               SBS TECHNOLOGIES, INC.
                                      (TENANT)






<PAGE>

                               STANDARD INDUSTRIAL LEASE

                             [SINGLE TENANT - TRIPLE NET]

                                   TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
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1. BASIC LEASE TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2.  PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

3. TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

4. POSSESSION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

5. RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4

6. SECURITY DEPOSIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

7. COVENANTS, CONDITIONS AND RESTRICTIONS. . . . . . . . . . . . . . . . . . 6

8. USE     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

9. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

10. BROKERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

11. SURRENDER; HOLDING OVER. . . . . . . . . . . . . . . . . . . . . . . . . 8

12. TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

13. ALTERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

14. REPAIRS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

15. LIENS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

16. ENTRY BY LANDLORD. . . . . . . . . . . . . . . . . . . . . . . . . . . .13

17. UTILITIES AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . .13

18. ASSUMPTION OF RISK AND INDEMNIFICATION . . . . . . . . . . . . . . . . .14

19. INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

20.  DAMAGE OR DESTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . .17

21. EMINENT DOMAIN . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

22. DEFAULTS AND REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . .20

23. LANDLORD'S DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . .22

24. ASSIGNMENT AND SUBLETTING. . . . . . . . . . . . . . . . . . . . . . . .23

25. SUBORDINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25

26. ESTOPPEL CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . .26


</TABLE>
                                        i
<PAGE>

                               STANDARD INDUSTRIAL LEASE

                             [SINGLE TENANT - TRIPLE NET]

                                   TABLE OF CONTENTS
<TABLE>
<CAPTION>
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27. EASEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26

28. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . .26

29. MODIFICATION AND CURE RIGHTS OF LANDLORD'S MORTGAGEES AND LESSORS. . . .26

30. DEFINITION OF LANDLORD . . . . . . . . . . . . . . . . . . . . . . . . .26

31. WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27

32. QUIET ENJOYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . .27

33. FORCE MAJEURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27

34. SIGNS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27

35. LIMITATION ON LIABILITY. . . . . . . . . . . . . . . . . . . . . . . . .28

36. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28

37. EXECUTION OF LEASE . . . . . . . . . . . . . . . . . . . . . . . . . . .29

</TABLE>
     

EXHIBITS:
---------

A-I  Legal Description of Premises 

A-II Site Plan

B    Work Letter Agreement 

C    Notice of Lease Term Dates 

D    Estoppel Certificate

                                          
                                          ii

<PAGE>
                                          
                             STANDARD INDUSTRIAL LEASE
                                          
                            [SINGLE TENANT - TRIPLE NET]
             

             This STANDARD INDUSTRIAL LEASE ("Lease") is entered into as of 
the 10th day of September, 1998, by and between CARLSBAD BUSINESS PARK, LLC, 
a California limited liability company ("Landlord"), and SBS TECHNOLOGIES, 
INC., a New Mexico corporation ("Tenant").

                1.       BASIC LEASE TERMS.  For purposes of this Lease, the 
following terms have the following definitions and meanings:

                (a)      LANDLORD'S ADDRESS:

                         CARLSBAD BUSINESS PARK, LLC
                         4275 Executive Square, Suite 240
                         La Jolla,  CA  92037
                         Attention: Anthony Badeaux

                or such other place as Landlord may from time to time designate
by notice to Tenant.

                (b)      TENANT'S ADDRESS:

                         SBS Technologies, Inc.
                         2400 Louisiana NE, Suite 600
                         Albuquerque, New Mexico  87110
                         Attention:  James E. Dixon
                         

                (c)      PREMISES:  That certain real property commonly known 
as Parcel 2 of the Spectrum development located in the Carlsbad Research 
Center, including the land and the building in the process of being 
constructed thereon (the "Building"), which  Building contains approximately 
75,160 rentable square feet.  The Premises are located at 5781 Van Allen Way 
and are more particularly described on EXHIBIT "A-I" and generally depicted 
on EXHIBIT "A-II," attached hereto.

                (d)      TERM:  Seven (7) Lease Years, plus one (1) option to 
extend the Term for three (3) additional years.

                (e)      COMMENCEMENT DATE:  The date on which the Term of 
this Lease will commence as determined in accordance with the provisions of 
EXHIBIT "B" attached hereto.

                (f)      EXPIRATION DATE:  The date which is seven Lease 
Years after the Commencement Date plus any partial month in which the 
Commencement Date occurs.  

                (g)      MONTHLY BASE RENT:  $60,880.00, subject to annual 
increase on each Adjustment Date based on the increase in the CPI provided 
that each such annual increase shall not exceed five percent (5%) nor be less 
than three percent (3%), as more particularly set forth in Paragraph 5(b) 
below.

                (h)      SECURITY DEPOSIT:  $60,880.00.

                (i)      PERMITTED USE:  All legally permissible office, 
manufacturing, assembly, distribution and related uses for light assembly of 
electronic components and software development; subject, however, to (a) any 
limitations set forth in the CC&R's (as defined below), and (b) Tenant's 
ability to change its use within the Permitted Sublease Space (as defined 
below). 

                (j)      BROKERS:  

                         Landlord Broker -- CB Richard Ellis, Inc. 
(Lannie R. Allee)

<PAGE>


                     Tenant Broker - Business Real Estate Brokerage Company
(Kent A. Moore)

                (k)      INTEREST RATE:  Shall mean three percent (3%) in excess
of the prime lending or reference rate of Wells Fargo Bank N.A. or any successor
bank in effect on the twenty-fifth (25th) day of the calendar month immediately
prior to the event giving rise to the Interest Rate imposition; provided,
however, the Interest Rate will in no event exceed the maximum interest rate
permitted to be charged by applicable law.

                (l)      TENANT IMPROVEMENT ALLOWANCE: $1,127,400.00.

                (m) EXHIBITS: A through D, inclusive, which Exhibits are 
attached to this Lease and incorporated herein by this reference.

                This Paragraph 1 represents a summary of the basic terms and 
definitions of this Lease.  In the event of any inconsistency between the 
terms contained in this Paragraph 1 and any specific provision of this Lease, 
the terms of the more specific provision shall prevail.

                2.       PREMISES.

                (a)      PREMISES.  Landlord hereby leases to Tenant and 
Tenant hereby leases from Landlord the Premises to be improved with the 
"Landlord's Work" and "Tenant Improvements" described in the Work Letter 
Agreement, a copy of which is attached hereto as Exhibit "B" ("Work Letter 
Agreement").  Landlord and Tenant hereby stipulate that the rentable square 
footage of the Premises shall be deemed to equal the square footage set forth 
in Paragraph 1(c) above and such square footage shall not be subject to 
confirmation nor adjustment. 

                (b)      MUTUAL COVENANTS.  Landlord and Tenant agree that 
the letting and hiring of the Premises is upon and subject to the terms, 
covenants and conditions contained in this Lease and each party covenants as 
a material part of the consideration for this Lease to keep and perform their 
respective obligations under this Lease.

                3.       TERM. 

                (a)      INITIAL TERM.  The term of this Lease ("Term") will 
be for the period designated in Subparagraph 1(d), commencing on the 
Commencement Date set forth in Paragraph 1(e), and ending on the Expiration 
Date set forth in Paragraph 1(f), subject to extension as provided in 
Paragraph 3(b) below. Notwithstanding the foregoing, if the Commencement Date 
falls on any day other than the first day of a calendar month then the Term 
of this Lease will be measured from the first day of the month following the 
month in which the Commencement Date occurs.  Each consecutive twelve (12) 
month period of the Term of this Lease, commencing on the Commencement Date, 
will be referred to herein as a "Lease Year".  Promptly after the 
Commencement Date, Landlord will deliver to Tenant the Notice of Lease Term 
Dates in the form attached hereto as EXHIBIT "C", which Notice will confirm, 
among other things, the Commencement Date and the date upon which the Term of 
this Lease shall end.  The Notice will be binding upon Tenant unless Tenant 
objects to the Notice in writing within fifteen (15) days of Tenant's receipt 
of the Notice.

                (b)      OPTION TO EXTEND.  Tenant shall have one (1) option
(the "Extension Option") to extend the Term, as to not less than the entire
Premises, for a period (the "Option Period") of three (3) years, commencing upon
the date the Term would otherwise expire, upon the same terms and conditions
previously applicable, except that (i) the Monthly Base Rent as of the
commencement of the Option Period and thereafter during the Option Period will
be adjusted as provided below, (ii) Tenant shall have no further extension
options, and (iii) Tenant shall have no right to receive any Tenant Improvement
Allowance.  The Extension Option may be validly exercised only by written notice
to Landlord from Tenant not earlier than twelve (12) months and not later than
nine (9) months prior to commencement of the Option Period.  The Extension
Option may be validly exercised only if Tenant is not then or at any time
thereafter until the commencement of the Option Period in default under this
Lease.  If Tenant does not exercise the Extension Option during the exercise
period set forth above in strict accordance with the provisions hereof, the
Extension Option shall forever terminate and be of no further force and effect. 
The Extension Option is personal to Tenant, may not be exercised by an person or
entity 


                                        -2-

<PAGE>

other than the original Tenant hereunder and shall become null and void if 
Tenant assigns or sublets its interest in the entire Premises.

                (c)      MONTHLY BASE RENT DURING OPTION PERIOD.  The Monthly 
Base Rent beginning with the first day of the Option Period shall equal 
ninety-five percent (95%) of the "fair market rate" for comparable space in 
comparable buildings in the Carlsbad, California, area ("Fair Market Rate").  
For purposes hereof, "Fair Market Rate" shall mean the base rent payable to a 
willing landlord by a willing tenant having a similar financial 
responsibility, credit rating and capitalization as Tenant then has, for like 
and comparable premises, improved with tenant improvements of like and 
comparable quality to those then existing in the Premises, in like and 
comparable buildings located in Carlsbad, California, area; provided, however 
that in determining the Fair Market Rate, rental inducements and concessions 
then being offered only to prospective new (nonrenewal) tenants, and 
brokerage commissions payable by Landlord shall be disregarded.  If then 
market during three-year option terms for comparable space in comparable 
buildings in Carlsbad, California, Fair Market Rate shall be increased during 
the Option Period pursuant to such then normal and customary market 
increases; provided, however, in no event shall the initial Fair Market Rent 
and any subsequent Fair Market Rate be less than the Monthly Base Rent 
payable during the period immediately preceding such adjustment.  Following 
Tenant's valid exercise of the Extension Option, Landlord and Tenant shall 
commence negotiations for a period of fifteen (15) days to determine whether 
Landlord and Tenant can reach mutual agreement as to the Fair Market Rate.  
If the parties are unable to reach an agreement within such period of time as 
to the Fair Market Rate, then either party (the "First Party") may at any 
time prior to reaching such agreement, give notice to the other party (the 
"Second Party") that an appraisal of the Premises is required for purposes of 
determining the Fair Market Rate.  Such notice shall designate an appraiser 
(the "First Appraiser").  In the event that such appraisal is required, 
Landlord and Tenant shall each prepare a determination of such party's 
estimate of the appropriate Fair Market Rent and each party's determination 
shall be submitted to arbitration as provided below.  Within ten (10) 
business days after the service of the notice referred to above, the Second 
Party shall give written notice to the First Party designating a second 
appraiser (the "Second Appraiser").  If the Second Appraiser is not so 
designated within the time above specified, then the First Appraiser shall 
select the Second Appraiser within ten (10) business days after the Second 
Party's failure to appoint.  The First Appraiser and the Second Appraiser so 
designated or appointed shall themselves appoint a third appraiser (the 
"Third Appraiser").  If the First Appraiser and the Second Appraiser shall be 
unable to agree upon such appointment within five (5) business days after the 
appointment of the Second Appraiser, then the Third Appraiser shall be 
selected by Landlord and Tenant.  If Landlord and Tenant are unable to agree 
upon the Third Appraiser within ten (10) business days thereafter, either the 
First Party or the Second Party may apply to the Superior Court for the 
County in which the Building is located to appoint the Third Appraiser.  
Landlord and Tenant shall each pay the cost of their own appraiser and shall 
share equally the cost of the Third Appraiser (and, if necessary, court costs 
to appoint such appraiser).  Any appraiser designated to serve in accordance 
with the provisions of this Lease shall be disinterested and shall be an MAI 
appraiser and professionally qualified to appraise the Premises with at least 
ten (10) years experience in appraising similar properties in the geographic 
area of the Premises.  The three (3) arbitrators shall within thirty (30) 
days of the appointment of the Third Appraiser reach a decision as to whether 
the parties shall use Landlord's or Tenant's submitted Fair Market Rate and 
shall notify Landlord and Tenant thereof.  The determination of such 
arbitrators shall be limited solely to the issue of whether Landlord's or 
Tenant's submitted Fair Market Rate for the Premises is closest to the actual 
Fair Market Rate for the Premises as determined by the arbitrators, taking 
into account the requirements above.  The decision of the majority of the 
three arbitrators shall be binding upon Landlord and Tenant.  Any appraisals 
to be provided pursuant to this Lease shall be submitted to Landlord and 
Tenant within ten (10) business days after the last of the three appraisers 
has been selected. After reaching a decision, the appraisers shall give 
written notice of such decision to the parties.



                                        -3-

<PAGE>

                4.       POSSESSION.

                (a)      DELIVERY OF POSSESSION.  Landlord agrees to 
construct the Landlord's Work and deliver possession of the Premises to 
Tenant in accordance with the terms of the Work Letter Agreement.

                (b)      CONDITION OF PREMISES.  Prior to the Commencement 
Date and in accordance with the Work Letter Agreement, Landlord and Tenant 
will jointly conduct a walk-through inspection of the Premises and will 
jointly prepare a punch-list ("Punch-List") of items required to be installed 
by Landlord under the Work Letter Agreement which require finishing or 
correction. The Punch-List will not include any items of damage to the 
Premises caused by Tenant's move-in or early entry, which damage will be 
corrected or repaired by Landlord, at Tenant's expense or, at Landlord's 
election, by Tenant, at Tenant's expense.  Except as otherwise expressly 
provided in this Lease and, other than the items specified in the Punch-List, 
by taking possession of the Premises, Tenant will be deemed to have accepted 
the Premises in its condition on the date of delivery of possession, subject 
to all applicable zoning, municipal, county and state laws, ordinances and 
regulations governing and regulating the use and occupancy by Tenant of the 
Premises and to have acknowledged that the Landlord's Work has been completed 
as required by the Work Letter Agreement and that there are no additional 
items needing work or repair by Landlord.  Landlord will cause all items in 
the Punch-List to be repaired or corrected within thirty (30) days following 
the preparation of the Punch-List or as soon as reasonably practicable after 
the preparation of the Punch-List.  Except as otherwise expressly provided in 
this Lease, Tenant acknowledges that neither Landlord nor any agent of 
Landlord has made any representation or warranty with respect to the Premises 
or any portions thereof or with respect to the suitability of same for the 
conduct of Tenant's business.  However, Landlord shall assign to Tenant any 
applicable warranties available to Landlord for the portion of the Premises 
Tenant is responsible for during the Term of the Lease, subject to the 
reassignment or reservation of Landlord's rights to enforce such warranties 
upon the expiration or termination of the Lease.  To the extent reasonably 
necessary, Tenant may seek enforcement of such warranties in the name of 
Landlord, provided that any costs, expenses, or liabilities incurred by 
Landlord arising or relating to such enforcement by Tenant shall be paid and 
satisfied by Tenant.  At the request and expense of Tenant, Landlord shall 
assist and cooperate with Tenant's efforts to enforce the assigned warranties.

                5.       RENT.

                (a)      INITIAL MONTHLY BASE RENT.  Tenant agrees to pay for 
the Premises the Monthly Base Rent set forth in Paragraph 1(g) above, subject 
to adjustment as hereinafter provided, which Monthly Base Rent shall be 
payable in advance on the first day of each calendar month during the Term 
without prior notice or demand, except that Tenant agrees to pay the Monthly 
Base Rent for the first month of the Term directly to Landlord concurrently 
with Tenant's delivery of the executed Lease to Landlord.  If the Term of 
this Lease commences or ends on a day other than the first day of a calendar 
month, then the rent for such period will be prorated in the proportion that 
the number of days this Lease is in effect during such period bears to the 
number of days in such month.  All rent must be paid to Landlord, without any 
deduction or offset, in lawful money of the United States of America, at the 
address designated by Landlord or to such other person or at such other place 
as Landlord may from time to time designate in writing. 

                (b)      ADJUSTMENT OF MONTHLY BASE RENT.  The Monthly Base 
Rent payable under this Lease shall be adjusted as follows:  Beginning with 
the first anniversary of the first day of the first full calendar month 
following the Commencement Date, and upon each subsequent anniversary of such 
date during the initial Term, the Monthly Base Rent shall be increased based 
on the Consumer Price Index For All Urban Consumers, "All Items, (CPI-U) 
(1982-84=100) for Los Angeles - Anaheim - Riverside, published by the United 
States Department of Labor - Bureau of Labor Statistics (the "CPI") as 
provided below:

               (i)  Increases in the Monthly Base Rent shall be calculated at 
the end of each "Calculation Period" (as defined below) and Monthly Base Rent 
shall be increased (and such increases in Monthly Base Rent shall become 
effective) on each "Adjustment Date." The first day of the first month 
immediately following the expiration of each Calculation Period shall be 
referred to as an "Adjustment Date."



                                        -4-

<PAGE>

               (ii)   As used in the Lease, "Calculation Period" shall mean 
(i) the twelve (12) month period commencing with the first anniversary of the 
first day of the first full calendar month following the Commencement Date 
and (ii) each subsequent twelve (12) month period during the initial Term. At 
the end of each Calculation Period, the increase in the CPI shall be 
calculated. The CPI increase shall be computed by comparing the "Beginning 
CPI" to the "Ending CPI" (as those terms are defined below), and calculating, 
on a percentage basis, changes between the Beginning CPI and the Ending CPI.

               (iii)   The term "Beginning CPI" shall mean and refer to the 
CPI as of the date which is two (2) months prior to the commencement of each 
Calculation Period, and the "Ending CPI" shall mean the CPI as of the date 
which is two (2) months prior to the last month of each Calculation Period. 
The percentage CPI increase during each Calculation Period shall be used to 
determine the increase in Monthly Base Rent as of each Adjustment Date. 

               (iv)   The Monthly Base Rent to become effective on each 
Adjustment Date in question shall be equal to the Monthly Base Rent of the 
immediately preceding Calculation Period, plus an amount equal to the 
increase in the CPI during such Calculation Period (expressed as a fraction) 
times the Monthly Base Rent in effect during such Calculation Period. 
However, notwithstanding the above, in the event the CPI increases more than 
five percent (5%) during such Calculation Period, the CPI shall be deemed to 
have increased five percent (5%) during such Calculation Period. In the event 
the CPI increases less than three percent (3%) during any Calculation Period, 
the CPI shall be deemed to have increased three percent (3%) during such 
Calculation Period.

               (v)   Landlord shall provide Tenant with written notice of 
each annual adjustment to the Monthly Base Rent ("Base Adjustment Notice") 
and the Beginning CPI and Ending CPI used as the basis for such adjustment as 
soon as reasonably practicable after Landlord's calculation of such amounts. 
In the event Tenant has not received the Rent Adjustment Notice prior to the 
applicable Adjustment Date, Tenant shall continue to pay on the first day of 
each month the most recent applicable Monthly Base Rent amount until such 
time as Tenant receives such Rent Adjustment Notice, at which time the amount 
reflected in the Rent Adjustment Notice shall be the Monthly Base Rent amount 
due and payable under the Lease, retroactive to and including the applicable 
Adjustment Date. Within fifteen (15) days of receipt of such Rent Adjustment 
Notice, Tenant shall pay to Landlord any difference between the Monthly Base 
Rent amount actually paid to Landlord beginning on and after the applicable 
Adjustment Date and the amount reflected in the applicable Rent Adjustment 
Notice for each Monthly Base Rent payment that has become due on and after 
the applicable Adjustment Date.

               (vi)   If any index is calculated from a base different from 
the base period 1982-84 = 100, such index shall be converted to a base period 
of 1982-84 = 100 by use of a conversion factor supplied by the Bureau of 
Labor Statistics. If the CPI is discontinued or replaced during the Term of 
the Lease, such other governmental Cost of Living Index or computation which 
replaced the CPI shall be used in order to obtain substantially the same 
result as would be obtained if the CPI had not been discontinued or replaced.

               (vii)   The Monthly Base Rent during the Option Period shall 
be adjusted as provided in Paragraph 3(c) above.

                (c)   ADDITIONAL RENT.  All amounts and charges to be paid by 
Tenant hereunder, including, without limitation, real property taxes, 
insurance and repairs, will be considered additional rent for purposes of 
this Lease, and the word "rent" as used in this Lease will include all such 
additional rent unless the context specifically or clearly implies that only 
Monthly Base Rent is intended.

                (d)   LATE PAYMENTS.  Late payments of Monthly Base Rent 
and/or any item of additional rent will be subject to interest and a late 
charge as provided in Paragraph 22(f) below.

                (e)   TRIPLE NET LEASE.  This Lease is what is commonly 
called a "Net, Net, Net Lease", it being understood that, except as otherwise 
expressly provided herein, the Landlord shall receive all rent free and clear 
of any and all other impositions, taxes, liens, charges or expenses of any 
nature whatsoever in connection with the ownership and operation of the 

                                        -5-

<PAGE>

Premises.  In addition to Monthly Base Rent, Tenant shall pay to the parties 
respectively entitled thereto, or satisfy directly, all impositions, 
insurance premiums, operating charges, maintenance charges, construction 
costs (other than for the initial construction of the Landlord's Work), and 
any other charges (including, without limitation, those arising under the 
CC&R's), costs, obligations, liabilities, requirements, and expenses which 
arise with regard to the Premises or may be contemplated under any provisions 
of the Lease during the Term, except as otherwise expressly provided in this 
Lease.  Notwithstanding the foregoing, in no event shall any management fee 
payable to Landlord exceed two percent (2%) of Monthly Base Rent then payable 
under this Lease.  All of such charges, costs, obligations, liabilities, 
requirements, and expenses shall constitute additional rent, and upon the 
failure of Tenant to pay or satisfy any of such costs, charges, obligations, 
liabilities, requirements, or expenses, Landlord shall have the same rights 
and remedies as otherwise provided in the Lease for the failure of Tenant to 
pay rent.  It is the intention of the parties, that, except as otherwise 
expressly provided herein, the Lease shall not be terminable for any reason 
by the Tenant, and that Tenant shall in no event be entitled to any 
abatement, offset, deduction, or reduction of rent payable under the Lease. 
Tenant's sole recourse to resolve a dispute under the Lease shall be to a 
court of law and, except as otherwise expressly provided herein, Tenant shall 
have no right to offset any damages of claims against any payments due 
Landlord.  Any present or of future law to the contrary shall not alter this 
agreement of the parties.

             6.          SECURITY DEPOSIT.  Concurrently with Tenant's 
execution of this Lease, Tenant will deposit with Landlord the Security 
Deposit designated in Subparagraph 1(h).  The Security Deposit will be held 
by Landlord as security for the full and faithful performance by Tenant of 
all of the terms, covenants, and conditions of this Lease to be kept and 
performed by Tenant during the Term hereof.  If Tenant fully and faithfully 
performs its obligations under this Lease, including, without limitation, 
surrendering the Premises upon the expiration or sooner termination of this 
Lease in compliance with Subparagraph 11(a) below, the Security Deposit  will 
be returned to Tenant (or, at Landlord's option, to the last assignee of 
Tenant's interest hereunder) within thirty (30) days following the expiration 
of the Lease Term or sooner as required under applicable law, provided that 
Landlord may retain the Security Deposit until such time as any outstanding 
rent or additional rent amount has been determined and paid in full.  The 
Security Deposit is not, and may not be construed by Tenant to constitute, 
rent for the last month or any portion thereof.  If Tenant defaults with 
respect to any provisions of this Lease including, but not limited to, the 
provisions relating to the payment of rent or additional rent, Landlord may 
(but will not be required to) use, apply or retain all or any part of the 
Security Deposit for the payment of any rent or any other sum in default, or 
for the payment of any other amount which Landlord may spend or become 
obligated to spend by reason of Tenant's default or to compensate Landlord 
for any loss or damage which Landlord may suffer by reason of Tenant's 
default.  If any portion of the Security Deposit is so used or applied, 
Tenant agrees, within ten (10) days after Landlord's written demand therefor, 
to deposit cash with Landlord in an amount sufficient to restore the Security 
Deposit to its original amount and Tenant's failure to do so shall constitute 
a default under this Lease.  Landlord is not required to keep Tenant's 
Security Deposit separate from its general funds, and Tenant is not entitled 
to interest on such Security Deposit.  Should Landlord sell its interest in 
the Premises during the Term hereof and deposit with the purchaser thereof 
the then unappropriated Security Deposit funds, Landlord will be discharged 
from any further liability with respect to such Security Deposit.  

             7.     COVENANTS, CONDITIONS AND RESTRICTIONS.  Tenant 
acknowledges and agrees that the Lease and all of Tenants' rights and 
obligations under the Lease shall be subject to the terms of the Third 
Amended and Restated Declaration of Covenants, Conditions and Restrictions 
recorded on June 29, 1988 in the Official Records of San Diego County, as 
amended by that certain Declaration of Annexation recorded December 8, 1992 
copies of which have previously been provided to Tenant (collectively, 
"CC&R's").  Tenant covenants to comply with all terms, conditions, and 
provisions of the CC&R's (as they may be further amended from time to time) 
including, without limitation, all maintenance and use requirements, 
restrictions, and prohibitions. Tenant also covenants: (i) to pay directly, 
or reimburse Landlord at its option, for all charges, costs and assessments 
(including, without limitation, maintenance assessments, and all other 
assessments, assessments required under the CC&R's) imposed on the Premises 
(or its owner or occupant) pursuant to the CC&R's, and (ii)



                                        -6-

<PAGE>

to satisfy and comply with all other terms, conditions, liabilities, 
responsibilities, and obligations as they relate to the Premises under the 
CC&R's.

             8.          USE.

                (a)      TENANT'S USE OF THE PREMISES.  The Premises shall be 
used solely for the use or uses set forth in Subparagraph 1(i) only, and 
Tenant will not use or permit the Premises to be used for any other purpose, 
subject to Tenant's expanded use rights with respect to the Permitted 
Sublease Space as more particularly set forth in Paragraph 24(k) below.  

                (b)      COMPLIANCE.  At Tenant's sole cost and expense, 
Tenant agrees to procure, maintain and hold available for Landlord's 
inspection, all governmental licenses and permits required for the proper and 
lawful conduct of Tenant's business from the Premises, if any.  Tenant agrees 
not to use, alter or occupy the Premises or allow the Premises to be used, 
altered or occupied in violation of, and Tenant, at its sole cost and 
expense, agrees to use and occupy the Premises and cause the Premises to be 
used and occupied in compliance with: (i) any and all laws, statutes, zoning 
restrictions, ordinances, rules, regulations, orders and rulings now or 
hereafter in force (collectively, "Applicable Laws") and any reasonable 
requirements of any insurer, insurance authority or duly constituted public 
authority having jurisdiction over the Premises now or hereafter in force, 
(ii) the requirements of the Board of Fire Underwriters and any other similar 
body, (iii) the Certificate of Occupancy issued for the Building, and (iv) 
any recorded covenants, conditions and restrictions and similar regulatory 
agreements, if any, which affect the use, occupation or alteration of the 
Premises, including, but not limited to, the CC&R's.  Tenant agrees not to do 
or permit anything to be done in or about the Premises which will in any 
manner materially obstruct or interfere with the rights of other tenants or 
occupants of the Carlsbad Research Center development of which the Premises 
are a part (the "Development"), or injure or unreasonably annoy them, or use 
or allow the Premises to be used for any unlawful or unreasonably 
objectionable purpose.  Tenant agrees not to cause, maintain or permit any 
nuisance or waste in, on, under or about the Premises.  

                (c)      HAZARDOUS MATERIALS.  Except as provided below, 
Tenant agrees not to cause or permit any Hazardous Materials to be brought 
upon, stored, used, handled, generated, released or disposed of on, in, under 
or about the Premises, the Building, the Development or any portion thereof 
by Tenant, its agents, employees, subtenants, assignees, licensees, 
contractors or invitees (collectively, "Tenant's Parties"), without the prior 
written consent of Landlord, which consent Landlord may withhold in its sole 
and absolute discretion.  Upon the expiration or earlier termination of this 
Lease, Tenant agrees to promptly remove from the Premises, at its sole cost 
and expense, any and all Hazardous Materials, including any equipment or 
systems containing Hazardous Materials which are installed, brought upon, 
stored, used, generated or released upon, in, under or about the Premises, 
the Building, the Development or any portion thereof by Tenant or any of 
Tenant's Parties.  To the fullest extent permitted by law, Tenant agrees to 
promptly indemnify, protect, defend and hold harmless Landlord and Landlord's 
partners, officers, directors, employees, agents, successors and assigns 
(collectively, "Landlord Indemnified Parties") from and against any and all 
claims, damages, judgments, suits, causes of action, losses, liabilities, 
penalties, fines, expenses and costs (including, without limitation, 
clean-up, removal, remediation and restoration costs, sums paid in settlement 
of claims, attorneys' fees, consultant fees and expert fees and court costs) 
which arise or result from the presence of Hazardous Materials on, in, under 
or about the Premises, the Building or any other portion of the Development 
and which are caused or permitted by Tenant or any of Tenant's Parties.  
Tenant agrees to promptly notify Landlord of any release of Hazardous 
Materials at the Premises, which Tenant becomes aware of during the Term of 
this Lease, whether caused by Tenant or any other persons or entities.  In 
the event of any release of Hazardous Materials caused or permitted by Tenant 
or any of Tenant's Parties, Landlord shall have the right, but not the 
obligation, to cause Tenant to immediately take all steps Landlord deems 
necessary or appropriate to remediate such release and prevent any similar 
future release to the reasonable satisfaction of Landlord and Landlord's 
mortgagee(s).  As used in this Lease, the term "Hazardous Materials" shall 
mean and include any hazardous or toxic materials, substances or wastes as 
now or hereafter designated under any law, statute, ordinance, rule, 
regulation, order or ruling of any agency of the State, the United States 
Government or any local governmental authority, including, without 
limitation, asbestos, petroleum, petroleum hydrocarbons and petroleum based 
products, urea formaldehyde 


                                        -7-

<PAGE>
foam insulation, polychlorinated biphenyls ("PCBs"), and Freon and other 
chlorofluorocarbons.  Notwithstanding the foregoing, Tenant may, without 
Landlord's prior consent, but in compliance with all Applicable Laws, use any 
ordinary and customary materials reasonably required to be used by Tenant in 
the normal course of Tenant's use of the Premises as permitted hereunder 
provided that Tenant's handling, storage, use and disposal procedures are in 
compliance with all Applicable Laws and the CC&R's and so long as each such 
use does not expose the Premises or neighboring property to any meaningful 
risk of contamination or damage or expose Landlord to any liability therefor. 
Landlord shall have the right upon the expiration or earlier termination of 
the Term of this Lease, to cause, at Landlord's cost (except as provided 
below), a duly qualified and licensed environmental consultant to conduct an 
environmental audit of the Premises.  The identity of the consultant and the 
scope and detail of the audit shall be subject to Landlord's reasonable 
discretion.  If the audit recommends additional testing, then Tenant shall 
conduct such tests at its expense.  If the audit and/or tests reveal the 
presence of Hazardous Materials at, on or under the Premises attributable to 
Tenant's activities at the Premises, then Tenant shall reimburse Landlord for 
the cost of such audit and shall remediate and mitigate the same, at its 
expense, as necessary to obtain a final "no further action" letter (or 
equivalent) from all governmental agencies having jurisdiction.  In addition, 
if at any time during the Term Tenant is required to file reports or 
manifests concerning its use of Hazardous Materials at the Premises or 
concerning Hazardous Materials contamination or remediation, then Tenant 
shall concurrently provide Landlord with a copy of the same.  Landlord 
represents and warrants that, as of the Date of this Lease, to Landlord's 
actual knowledge, except as disclosed in writing to Tenant , there are no 
Hazardous Materials located on the Premises.  For purposes of this Lease, 
"Landlord's actual knowledge" means the actual knowledge of Charles Abdi 
and/or Anthony C. Badeaux, without duty of investigation.  The provisions of 
this paragraph 7(c) will survive the expiration or earlier termination of 
this Lease.  The provisions of this Subparagraph 8(c) will survive the 
expiration or earlier termination of this Lease.

             9.          NOTICES.  Any notice required or permitted to be 
given hereunder must be in writing and may be given by personal delivery 
(including delivery by overnight courier or an express mailing service) or by 
mail, if sent by registered or certified mail.  Notices to Tenant and 
Landlord shall be sufficient if delivered to Tenant and Landlord at each such 
party's address designated in Subparagraphs 1(a) and 1(b).  Either party may 
specify a different address for notice purposes by written notice to the 
other, except that the Landlord may in any event use the Premises as Tenant's 
address for notice purposes.

             10.         BROKERS.  Each party represents and warrants to the 
other, that, to its knowledge, no broker, agent or finder other than the 
Brokers listed in Subparagraph 1(j) (a) negotiated or was instrumental in 
negotiating or consummating this Lease on its behalf, and (b) is or might be 
entitled to a commission or compensation in connection with this Lease.  
Landlord and Tenant each agree to promptly indemnify, protect, defend and 
hold harmless the other from and against any and all claims, damages, 
judgments, suits, causes of action, losses, liabilities, penalties, fines, 
expenses and costs (including attorneys' fees and court costs) resulting from 
any breach by the indemnifying party of the foregoing representation, 
including, without limitation, any claims that may be asserted by any broker, 
agent or finder undisclosed by the indemnifying party.  The foregoing mutual 
indemnity shall survive the expiration or earlier termination of this Lease.

             11.         SURRENDER; HOLDING OVER.

                (a)      SURRENDER.  The voluntary or other surrender of this 
Lease by Tenant, or a mutual cancellation thereof, shall not constitute a 
merger, and shall, at the option of Landlord, operate as an assignment to 
Landlord of any or all subleases or subtenancies.  Upon the expiration or 
earlier termination of this Lease, Tenant agrees to peaceably surrender the 
Premises to Landlord broom clean and in a state of good order, repair and 
condition, ordinary wear and tear and casualty damage (if this Lease is 
terminated as a result thereof pursuant to Paragraph 20) excepted, but in any 
event with all carpeted areas cleaned, the plumbing, heating, ventilation and 
air conditioning systems in good working order and all floor areas cleaned 
and waxed or sealed, together with all of Tenant's personal property and 
Alterations (as defined in Paragraph 13) removed from the Premises to the 
extent required under Paragraph 13 and all damage caused by such removal 
repaired as required by Paragraph 13.  At least ninety (90) days prior to the 
date 

                                        -8-

<PAGE>

Tenant is to actually surrender the Premises to Landlord, Tenant agrees to 
give Landlord notice of the exact date Tenant will surrender the Premises so 
that Landlord and Tenant can schedule a walk-through of the Premises to 
review the condition of the Premises and identify the Alterations and 
personal property which are to remain upon the Premises and which items 
Tenant is to remove as well as any repairs Tenant is to make upon surrender 
of the Premises as required by this Lease.  During such ninety (90) day 
period, Landlord may, at its option, and at Landlord's sole cost and expense, 
retain the services of one or more inspectors or consultants to inspect the 
Premises and all equipment and fixtures located therein to determine if they 
are in the condition required for proper surrender by Tenant.  If any such 
inspections disclose any deficiencies in the condition of the Premises, 
Tenant will promptly cause the same to be corrected in a good and workmanlike 
manner at Tenant's sole cost and expense prior to the surrender date.  The 
delivery of keys to any employee of Landlord or to Landlord's agent or any 
employee thereof alone will not be sufficient to constitute a termination of 
this Lease or a surrender of the Premises.

                (b)      HOLDING OVER.  Tenant will not be permitted to hold 
over possession of the Premises after the expiration or earlier termination 
of the Term without the express written consent of Landlord, which consent 
Landlord may withhold in its sole and absolute discretion.  If Tenant holds 
over after the expiration or earlier termination of the Term, Landlord may, 
at its option, treat Tenant as a tenant at sufferance only, and such 
continued occupancy by Tenant shall be subject to all of the terms, covenants 
and conditions of this Lease, so far as applicable, except that the Monthly 
Base Rent for any such holdover period shall be equal to one hundred twenty 
percent (120%) of the Monthly Base Rent in effect under this Lease 
immediately prior to such holdover, prorated on a daily basis.  Acceptance by 
Landlord of rent after such expiration or earlier termination will not result 
in a renewal of this Lease.  The foregoing provisions of this Paragraph 11 
are in addition to and do not affect Landlord's right of re-entry or any 
rights of Landlord under this Lease or as otherwise provided by law.  If 
Tenant fails to surrender the Premises upon the expiration of this Lease in 
accordance with the terms of this Paragraph 11 despite demand to do so by 
Landlord, Tenant agrees to promptly indemnify, protect, defend and hold 
Landlord harmless from all claims, damages, judgments, suits, causes of 
action, losses, liabilities, penalties, fines, expenses and costs (including 
attorneys' fees and costs), including, without limitation, costs and expenses 
incurred by Landlord in returning the Premises to the condition in which 
Tenant was to surrender it and claims made by any succeeding tenant founded 
on or resulting from Tenant's failure to surrender the Premises. The 
provisions of this Subparagraph 11(b) will survive the expiration or earlier 
termination of this Lease.

             12.         TAXES.

                (a)      PAYMENT OF TAXES.  Tenant agrees to pay all Real 
Property Taxes, as defined in Paragraph 12(b) below, applicable to the 
Premises during the Term of this Lease. All such payments shall be made at 
least thirty (30) days prior to the delinquency date of such payment.  Tenant 
agrees to promptly furnish Landlord with satisfactory evidence that such Real 
Property Taxes have been paid. If any such Real Property Taxes paid by Tenant 
shall cover any period of time prior to or after the expiration of the Term 
thereof, Tenant's share of such Real Property Taxes is to be equitably 
prorated to cover only the period of time within the tax fiscal year during 
which this Lease shall be in effect, and Landlord will promptly reimburse 
Tenant to the extent required. If Tenant fails to pay any such Real Property 
Taxes, Landlord will have the right to pay the same, in which case Tenant 
will repay such amount to Landlord with Tenant's next rent installment 
together with interest at the rate at the Interest Rate.

                (b)      DEFINITION OF "REAL PROPERTY TAXES".  As used 
herein, the term "Real Property Taxes" shall include any form of real estate 
tax or assessment, general, special, ordinary or extraordinary, and any 
license fee, rental tax, parking surcharge, improvement bond or bonds, levy 
or tax (other than inheritance, personal income or estate taxes) imposed on 
or with respect to the Premises by any authority having the direct or 
indirect power to tax, including any city, state or federal government, or 
any school, agricultural, sanitary, fire, street, drainage or other 
improvement district thereof, as against any legal or equitable interest of 
Landlord in the Premises or in the real property of which the Premises are a 
part, as against Landlord's right to rent or other income therefrom, and as 
against Landlord's business of leasing the Premises.  The term "Real Property 
Taxes" shall also include any tax, fee, levy, assessment or charge (i) in 
substitution of, partially or totally, any tax, fee, levy, assessment or 
charge herein above included within the definition of "Real Property Tax," or 
(ii) the nature of which was hereinabove included 



                                        -9-

<PAGE>

within the definition of "Real Property Tax," or (iii) which is imposed as a 
result of a transfer, either partial or total, of Landlord's interest in the 
Premises or which is added to a tax or charge hereinbefore included within 
the definition of real property tax by reason of such transfer, or (iv) which 
is imposed by reason of this transaction, any modifications or changes 
hereto, or any transfers hereof; or (v) which is measured by or reasonably 
attributable to the cost or value of Tenant's equipment, fixtures or other 
property located on the Premises or Tenant's leasehold improvements made in 
or to the Premises, regardless of whether title to such improvements shall be 
in Landlord or Tenant; or (vi) upon or measured by the rent payable 
hereunder; or (vii) upon or with respect to the possession, leasing, 
operation, maintenance, management, repair, use or occupancy of the Premises 
or any portion thereof; or (viii) the Assessment Districts described below.

                Tenant acknowledges that Landlord has disclosed the existence 
of (i) a Mello-Roos community facilities district - the City of Carlsbad, 
Community Facilities District No. 1 (the "Special Facilities District") - 
which community facilities district has or will result in a levy of special 
taxes and/or assessments against the Premises in accordance with the rights 
of the community facilities district to levy such special taxes and/or 
assessments, (ii) College Boulevard Assessment District 85-2, (iii) Carlsbad 
Street Lighting and Landscape District No. 1, (iv) a special assessment 
formed for the purpose of financing and/or acquiring certain public 
improvements benefiting the Premises and other property located within the 
Carlsbad area called City of Carlsbad Assessment District No. 95-1, and (v) 
all other bonds, assessment districts, and facilities districts affecting the 
Premises , ( (i) through (v), collectively, "Assessment Districts"). Tenant 
acknowledges and agrees that all taxes, assessments, charges, fees, special 
or regular, arising from or under the Assessment Districts are included 
within the "Real Property Taxes" which shall be Tenant's responsibility to 
fully pay and satisfy. 

                (c)      JOINT ASSESSMENT.  If the Premises are not 
separately assessed, Tenant's liability shall be an equitable proportion of 
the Real Property Taxes for all of the land and improvements included within 
the tax parcel assessed, such proportion to be determined by Landlord from 
the respective valuations assigned in the assessor's work sheets or such 
other information as may be reasonable available. Landlord's reasonable 
determination thereof shall be conclusive and binding upon Tenant.

                (d)      PERSONAL PROPERTY TAXES.  Tenant agrees to pay prior 
to delinquency all taxes assessed against and levied upon trade fixtures, 
furnishings, equipment and all other personal property of Tenant contained in 
the Premises or elsewhere. When possible, Tenant will cause said trade 
fixtures, furnishings, equipment and all other personal property to be 
assessed and billed separately from the real property of Landlord.  If any of 
Tenant's personal property is assessed with Landlord's real property, Tenant 
shall pay Landlord the taxes attributable to Tenant within ten (10) days 
after receipt of a written statement setting forth the taxes applicable to 
Tenant's property.

                13. ALTERATIONS.  After installation of the initial Tenant 
Improvements for the Premises pursuant to the Work Letter Agreement attached 
to this Lease, Tenant may, at its sole cost and expense, make alterations, 
additions, improvements, and decorations to the Premises (collectively, 
"Alterations") subject to and only upon the following terms and conditions:

                (a)      PROHIBITED ALTERATIONS.  Tenant shall not make any 
Alterations without Landlord's prior written consent (which shall not be 
unreasonably withheld or delayed) under any of the following circumstances: 
(i) the cost of such Alterations when added to the costs of all other 
Alterations made during that calendar year of the Lease Term exceed 
Twenty-Five Thousand Dollars ($25,000), or (ii) such Alterations affect the 
structure of the bearing walls or the roof, or Building Systems or facilities 
serving the Premises, such as plumbing, heating, air conditioning, 
ventilating, electrical or lighting facilities, boilers, fired or unfired 
pressure vessels, fire sprinkler and/or standpipe and hose or other fire 
hydrants operating at the Premises; or (iii) such Alterations will be visible 
from outside the Premises ((i) through (iii) collectively, "Consent Required 
Alterations").  For purposes of calculating the above $25,000 limit, the cost 
of paint, 



                                        -10-

<PAGE>
carpet, wall coverings, floor coverings and other decorative items shall not 
be included in the calculation.

                (b)      LANDLORD'S APPROVAL.  Before proceeding with any 
Consent Required Alterations Tenant must first obtain Landlord's written 
approval of the plans, specifications and working drawings for such 
Alterations, which approval Landlord will not unreasonably withhold or delay. 
Landlord shall have fifteen (15) business days in which to approve or 
reasonably disapprove any such plans, specifications, and/or working drawings 
for such Alterations (in which case Landlord shall describe in detail to 
Tenant the items giving rise to such disapproval).  If Landlord fails to so 
respond in writing within such fifteen (15) business day period, Tenant may 
so notify Landlord in writing, and Landlord's failure to respond within one 
business day after such notice from Tenant shall be deemed to constitute 
Landlord's approval thereof.  Landlord's approval of plans, specifications 
and/or working drawings for Alterations will not create any responsibility or 
liability on the part of Landlord for their completeness, design sufficiency, 
or compliance with applicable permits, laws, rules and regulations of 
governmental agencies or authorities.  

                (c)      CONTRACTORS.  Alterations may be made or installed 
only by contractors and subcontractors which have been approved by Landlord, 
which approval Landlord will not unreasonably withhold or delay; provided, 
however, Landlord reserves the right to require that Landlord's contractor be 
given an opportunity to bid for any Alteration work.  Before proceeding with 
any Alterations, Tenant agrees to provide Landlord with fifteen (15) days' 
prior written notice and Tenant's contractors must obtain and maintain, on 
behalf of Tenant and at Tenant's sole cost and expense: (i) all necessary 
governmental permits and approvals for the commencement and completion of 
such Alterations and (ii) if reasonably requested by Landlord, a completion 
and lien indemnity bond, or other surety, reasonably satisfactory to Landlord 
for such Alterations. Throughout the performance of any Alterations, Tenant 
agrees to obtain, or cause its contractors to obtain, workers compensation 
insurance and general liability insurance in compliance with the provisions 
of Paragraph 19 of this Lease.

                (d)      MANNER OF PERFORMANCE.  All Alterations must be 
performed: (i) substantially in accordance with the approved plans, 
specifications and working drawings (to the extent such approval is required 
above); (ii) in a lien-free and first-class and workmanlike manner; (iii) in 
compliance with all applicable permits, laws, statutes, ordinances, rules, 
regulations, orders and rulings now or hereafter in effect and imposed by any 
governmental agencies and authorities which assert jurisdiction; and (iv) in 
such a manner so as not to materially interfere with the occupancy of any 
other tenant in the Development, nor impose any additional expense upon 
Landlord.

                (e)      OWNERSHIP.  The Tenant Improvements and all 
Alterations will become the property of Landlord and will remain upon and be 
surrendered with the Premises at the end of the Term of this Lease; provided, 
however, Landlord may, by written notice delivered to Tenant concurrently 
with Landlord's approval of the final working drawings for any Alterations, 
identify those Alterations which Landlord will require Tenant to remove at 
the expiration or earlier termination of this Lease.  Landlord may also 
require Tenant to remove Alterations which Landlord did not have the 
opportunity to approve as provided in this Paragraph 13.  If Landlord 
requires Tenant to remove any Alterations, Tenant, at its sole cost and 
expense, agrees to remove the identified Alterations on or before the 
expiration or earlier termination of this Lease and repair any damage to the 
Premises caused by such removal (or, at Landlord's option, Tenant agrees to 
pay to Landlord all of Landlord's costs of such removal and repair).

                (f)      PLAN REVIEW.  Tenant agrees to pay Landlord, as 
additional rent, the reasonable costs of professional services and costs for 
general conditions of Landlord's third party consultants if utilized by 
Landlord (but not Landlord's "in-house" personnel) for review of all plans, 
specifications and working drawings for any Alterations, within ten (10) 
business days after Tenant's receipt of invoices either from Landlord or such 
consultants.  

                (g)      PERSONAL PROPERTY.  All articles of personal 
property owned by Tenant or installed by Tenant at its expense in the 
Premises (including Tenant's business and trade fixtures, furniture, movable 
partitions and equipment [such as telephones, copy machines, computer 
terminals, refrigerators and facsimile machines]) will be and remain the 
property of Tenant, and 

                                        -11-

<PAGE>

must be removed by Tenant from the Premises, at Tenant's sole cost and 
expense, on or before the expiration or earlier termination of this Lease.  
Tenant agrees to repair any damage caused by such removal at its cost on or 
before the expiration or earlier termination of this Lease.

                (h)      REMOVAL OF ALTERATIONS.  If Tenant fails to remove 
by the expiration or earlier termination of this Lease all of its personal 
property, or any Alterations identified by Landlord for removal, Landlord may 
(without liability to Tenant for loss thereof) treat such personal property 
and/or Alterations as abandoned and, at Tenant's sole cost and expense, and 
in addition to Landlord's other rights and remedies under this Lease, at law 
or in equity: (i) remove and store such items; and/or (ii) upon ten (10) 
days' prior notice to Tenant, sell, discard or otherwise dispose of all or 
any such items at private or public sale for such price as Landlord may 
obtain or by other commercially reasonable means.  Tenant shall be liable for 
all costs of disposition of Tenant's abandoned property and Landlord shall 
have no liability to Tenant with respect to any such abandoned property.  
Landlord agrees to apply the proceeds of any sale of any such property to any 
amounts due to Landlord under this Lease from Tenant (including Landlord's 
attorneys' fees and other costs incurred in the removal, storage and/or sale 
of such items), with any remainder to be paid to Tenant.

                14. REPAIRS.

                (a)      TENANT'S OBLIGATIONS.  Except as provided in 
Paragraph 14(c) below, Tenant agrees to keep in good order, condition and 
repair the Premises and every part thereof, structural and non-structural, 
(whether or not such portion of the Premises requiring repair, or the means 
of repairing the same are reasonable or readily accessible to Tenant, and 
whether or not the need for such repairs occurs as a result of Tenant's use, 
any prior use, the elements, the age or the quality of construction of such 
portion of the Premises) including, without limiting the generality of the 
foregoing, all plumbing, heating, ventilation, air conditioning, electrical, 
lighting facilities and equipment within the Premises, fixtures, walls 
(interior and exterior (except as provided in Paragraph 14(c), below)), 
foundations, ceilings, roof (except as provided in Paragraph 14(c) below), 
floors, windows, doors, plate glass and skylights located within the 
Premises, and all landscaping (Tenant agrees to procure and maintain, at 
Tenant's sole cost and expense, a landscaping maintenance contract reasonably 
acceptable to Landlord), driveways, parking lots, fences and signs located on 
the Premises and sidewalks and parkways adjacent to the Premises. Landlord, 
at Tenant's sole cost and expense, shall arrange for inspection of the roof, 
mechanical, and electrical portions of the Premises annually.  Tenant shall 
pay for the costs of such inspections and arrange for the correction of any 
defects found, including implementation of a preventative maintenance program 
for the roof.  Tenant shall maintain, at Tenant's sole cost and expense,  
maintenance contracts for the heating, ventilating and air conditioning 
systems and the roof of the Building with qualified maintenance companies 
reasonably acceptable to Landlord; provided, however, such maintenance 
contracts shall be of the type and scope carried for similar new buildings in 
the Carlsbad, California area.  Tenant shall not be required to maintain the 
aforementioned maintenance contracts in the event Tenant provides evidence to 
Landlord of a maintenance program acceptable to Landlord in its sole but 
reasonable discretion.  Tenant agrees to cause any mechanics' liens or other 
liens arising as a result of work performed by Tenant or at Tenant's 
direction to be eliminated as provided in Paragraph 15 below.

                (b)      TENANT'S FAILURE TO REPAIR.  If Tenant refuses or 
neglects to repair and maintain the Premises properly as required hereunder 
to the reasonable satisfaction of Landlord, Landlord, at any time following 
thirty (30) days from the date on which Landlord makes a written demand on 
Tenant to effect such repair and maintenance, may enter upon the Premises and 
make such repairs and/or maintenance, and upon completion thereof, Tenant 
agrees to pay to Landlord, as additional rent, Landlord's costs for making 
such repairs plus an amount not to exceed ten percent (10%) of such costs for 
overhead, within ten (10) days of receipt from Landlord of a written itemized 
bill therefor.  Any amounts not reimbursed by Tenant within such ten (10) day 
period will bear interest at the Interest Rate until paid by Tenant.

                (c)      LANDLORD'S OBLIGATIONS.  Notwithstanding anything to 
the contrary contained in Subparagraph 14(a), Landlord shall be responsible 
for maintaining, at Landlord's sole cost and expense, only (i) the structural 
condition of the roof and (ii) the structural condition of the bearing walls 
of the Premises.  Notwithstanding anything to the contrary in this Paragraph, 



                                        -12-

<PAGE>

Landlord shall not be obligated to paint any surfaces or maintain, repair, or 
replace windows, doors, or plate glass of the Premises.  Landlord shall also 
not be responsible for any repairs to, maintenance to or replacement of any 
items if required by reason of negligent act or omission or willful 
misconduct of Tenant or any of the Tenant Parties.  Except as provided in 
Paragraph 4 above, this Paragraph 14(c) above, the obligations of Landlord 
under Paragraph 20 relating to damage or destruction of the Premises, or 
under Paragraph 21 relating to eminent domain, it is intended by the parties 
that Landlord have no obligation of any kind whatsoever, (i) to repair or 
maintain the Premises or any portion thereof, whether structural or 
non-structural, or any equipment therein, all of which obligations are 
intended to be Tenant's obligations, or (ii) to pay any other cost or expense 
whatsoever directly or indirectly relating to the ownership, management, 
lease, operation or use of the Premises.  Tenant waives the right to make 
repairs at Landlord's expense under any law, statute, ordinance, rule, 
regulation, order or ruling (including, without limitation, to the extent the 
Premises are located in California, the provisions of California Civil Code 
Sections 1941 and 1942 and any successor statutes or laws of a similar 
nature).

                15. LIENS.  Tenant agrees not to permit any mechanic's, 
materialmen's or other liens to be filed against all or any part of the 
Premises or the Development, nor against Tenant's leasehold interest in the 
Premises, by reason of or in connection with any repairs, alterations, 
improvements or other work contracted for or undertaken by Tenant or any 
other act or omission of Tenant or Tenant's agents, employees, contractors, 
licensees or invitees. Similarly, Landlord agrees not to permit any 
mechanic's, materialmen's or other liens to be filed against Tenant's 
property by reason of or in connection with any repairs, alterations, 
improvements or other work contracted for or undertaken by Landlord or other 
acts or omissions of Landlord or Landlord's agents, employees, contractors, 
licensees or invitees.  At Landlord's request, Tenant agrees to provide 
Landlord with enforceable, conditional and final lien releases (or other 
evidence reasonably requested by Landlord to demonstrate protection from 
liens) from all persons furnishing labor and/or materials at the Premises.  
Landlord will have the right at all reasonable times to post on the Premises 
and record any notices of non-responsibility which it deems necessary for 
protection from such liens.  If any such liens are filed, Tenant will, at its 
sole cost, promptly cause such liens to be released of record or bonded so 
that it no longer affects title to the Premises or the Development.  If 
Tenant fails to cause any such liens to be so released or bonded within ten 
(10) days after filing thereof, such failure will be deemed a material breach 
by Tenant under this Lease without the benefit of any additional notice or 
cure period described in Paragraph 22 below, and Landlord may, without 
waiving its rights and remedies based on such breach, and without releasing 
Tenant from any of its obligations, cause such liens to be released by any 
means it shall deem proper, including payment in satisfaction of the claims 
giving rise to such liens. Tenant agrees to pay to Landlord within ten (10) 
days after receipt of invoice from Landlord, any sum paid by Landlord to 
remove such liens, together with interest at the Interest Rate from the date 
of such payment by Landlord.

                16. ENTRY BY LANDLORD.  Landlord and its employees and agents 
will at all reasonable times have the right, upon 24 hours prior notice 
(except in the case of an emergency or Tenant's default),  to enter the 
Premises to inspect the same, to show the Premises to prospective purchasers 
or tenants, to post notices of nonresponsibility, and/or to repair the 
Premises as permitted or required by this Lease.  In exercising such entry 
rights, Landlord will endeavor to minimize, as reasonably practicable, the 
interference with Tenant's business. Landlord may, in order to carry out such 
purposes, erect scaffolding and other necessary structures where reasonably 
required by the character of the work to be performed.  Landlord will at all 
times have and retain a key with which to unlock all doors in the Premises, 
excluding Tenant's vaults and safes and other high security areas reasonably 
designated in writing to Landlord.  Landlord will have the right to use any 
and all means which Landlord may reasonably deem proper to open said doors in 
an emergency in order to obtain entry to the Premises.  Any entry to the 
Premises obtained by Landlord by any of said means, or otherwise, will not be 
construed or deemed to be a forcible or unlawful entry into the Premises, or 
an eviction of Tenant from the Premises.  Landlord will not be liable to 
Tenant for any damages or losses for any entry by Landlord.

                17. UTILITIES AND SERVICES.  Tenant agrees to contract 
directly for and to pay for all water, gas, heat, light, power, telephone, 
waste removal, sewer and other utilities 



                                        -13-

<PAGE>

and services supplied to the Premises, together with any taxes thereon. If 
any such services are not separately metered to Tenant, Tenant agrees to pay 
a reasonable proportion to be determined by Landlord of all charges jointly 
metered with other Premises.  Landlord will not be liable to Tenant for any 
failure to furnish any of the foregoing utilities and services if such 
failure is caused by all or any of the following: (i) accident, breakage or 
repairs; (ii) strikes, lockouts or other labor disturbance or labor dispute 
of any character; (iii) governmental regulation, moratorium or other 
governmental action or inaction enacted after the date of this Lease; (iv) 
inability despite the exercise of reasonable diligence to obtain electricity, 
water or fuel; or (v) any other cause beyond Landlord's reasonable control.  
In addition, in the event of any stoppage or interruption of services or 
utilities, Tenant shall not be entitled to any abatement or reduction of rent 
(except as expressly provided in Subparagraphs 20(f) or 21(b) if such failure 
results from a damage or taking described therein), no eviction of Tenant 
will result from such failure and Tenant will not be relieved from the 
performance of any covenant or agreement in this Lease because of such 
failure.  

             18.         ASSUMPTION OF RISK AND INDEMNIFICATION.

                (a)      ASSUMPTION OF RISK.  Tenant, as a material part of 
the consideration to Landlord, hereby agrees that neither Landlord nor any 
Landlord Indemnified Parties (as defined in Subparagraph 8(c) above) will be 
liable to Tenant for, and Tenant expressly assumes the risk of and waives any 
and all claims it may have against Landlord or any Landlord Indemnified 
Parties with respect to, (i) any and all damage to property or injury to 
persons in, upon or about the Premises or the Development, (ii) any such 
damage caused by other tenants or persons in or about the Premises, or caused 
by quasi-public work, (iii) any damage to property entrusted to employees of 
Tenant, (iv) any loss of or damage to property by theft or otherwise, or (v) 
any injury or damage to persons or property resulting from any casualty, 
explosion, falling plaster or other masonry or glass, steam, gas, 
electricity, water or rain which may leak from any part of the Building or 
from the pipes, appliances or plumbing works therein or from the roof, street 
or subsurface or from any other place, or resulting from dampness, except to 
the extent any of the foregoing are caused by the gross negligence or 
intentional acts of Landlord or any Landlord Indemnified Parties.  
Notwithstanding anything to the contrary contained in this Lease, neither 
Landlord nor any Landlord Indemnified Parties will be liable for 
consequential damages arising out of any loss of the use of the Premises or 
any equipment or facilities therein by Tenant or any Tenant Parties.  Tenant 
agrees to give prompt notice to Landlord in case of fire or accidents in the 
Premises, or of defects therein or in the fixtures or equipment.

                (b)      INDEMNIFICATION.  Except to the extent caused by the 
negligence or willful misconduct of Landlord, Tenant will be liable for, and 
agrees, to the maximum extent permissible under applicable law, to promptly 
indemnify, protect, defend and hold harmless Landlord and Landlord 
Indemnified Parties, from and against, any and all claims, damages, 
judgments, suits, causes of action, losses, liabilities, penalties, fines, 
expenses and costs, including attorneys' fees and court costs (collectively, 
"Indemnified Claims"), arising or resulting from (i) any act or omission of 
Tenant or any Tenant Parties (as defined in Subparagraph 8(c) above); (ii) 
the use of the Premises and conduct of Tenant's business by Tenant or any 
Tenant Parties, or any other activity, work or thing done, permitted or 
suffered by Tenant or any Tenant Parties, in or about the Premises or 
elsewhere within the Development; and/or (iii) any default by Tenant of any 
obligations on Tenant's part to be performed under the terms of this Lease.  
In case any action or proceeding is brought against Landlord or any Landlord 
Indemnified Parties by reason of any such Indemnified Claims, Tenant, upon 
notice from Landlord, agrees to promptly defend the same at Tenant's sole 
cost and expense by counsel approved in writing by Landlord, which approval 
Landlord will not unreasonably withhold.

                (c)      SURVIVAL; NO RELEASE OF INSURERS.  Tenant's 
indemnification obligations under Subparagraph 18(b) will survive the 
expiration or earlier termination of this Lease.  Tenant's covenants, 
agreements and indemnification obligation in Subparagraphs 18(a) and 18(b) 
above, are not intended to and will not relieve any insurance carrier of its 
obligations under policies required to be carried by Tenant pursuant to the 
provisions of this Lease.

                19. INSURANCE.



                                        -14-

<PAGE>

                (a)      PAYMENT FOR INSURANCE.  Tenant shall reimburse 
Landlord for the cost of all insurance procured by Landlord under this 
Paragraph 19. Premiums for policy periods commencing prior to or extending 
beyond the Lease Term shall be prorated to correspond to the Lease Term.  
Payment shall be made by Tenant to Landlord within fifteen (15) days 
following receipt of an invoice for any amount due.  Landlord may, from time 
to time, adjust the insurance to be maintained pursuant to this Paragraph 19 
as necessary to respond to changes in market conditions or the requirements 
of Landlord's lenders.

                (b)      LIABILITY INSURANCE.     Tenant shall obtain and 
keep in force during the Term of this Lease a Commercial General Liability 
policy of insurance protecting Tenant and, as additional insureds, Landlord 
and its partners and members, Lenders (as defined in Subparagraph 19(c)(i) 
below) against claims for bodily injury, personal injury and property damage 
based upon, involving or arising out of the ownership, use, occupancy or 
maintenance of the Premises and all areas appurtenant thereto.  Such 
insurance shall be on an occurrence basis providing single limit coverage in 
an amount not less than $5,000,000 per occurrence with an "Additional 
Insured-Manager or Lessors of Premises" Endorsement and contain the 
"Amendment of the Pollution Exclusion" for damage caused by heat, smoke or 
fumes from a hostile fire.  The policy shall not contain any intra-insured 
exclusions as between insured persons or organizations, but shall include 
coverage for liability assumed under this Lease as an "insured contract" for 
the performance of Tenant's indemnity obligations under this Lease.  The 
limits of said insurance required by this Lease or as carried by Tenant shall 
not, however, limit the liability of Tenant nor relieve Tenant of any 
obligation hereunder.  All insurance to be carried by Tenant shall be primary 
to and not contributory with any similar insurance carried by Landlord, whose 
insurance shall be considered excess insurance only.

                (c)      PROPERTY INSURANCE - BUILDING, IMPROVEMENTS AND 
RENTAL VALUE.

                         (i)  BUILDING AND IMPROVEMENTS.  Landlord shall 
obtain and keep in force during the Term of this Lease a policy or policies 
in the name of Landlord, with loss payable to Landlord and to the holders of 
any mortgages, deeds of trust or ground leases on the Premises ("Lender(s)"), 
insuring loss or damage to the Premises.  The amount of such insurance shall 
be equal to the full replacement cost of the Premises, as the same shall 
exist from time to time, or the amount required by Lenders, but in no event 
more than the commercially reasonable and available insurable value thereof 
if, by reason of the unique nature or age of the improvements involved, such 
latter amount is less than full replacement cost.  However, Alterations shall 
be insured by Tenant under Paragraph 19(d) rather than by Landlord.  If the 
coverage is available and commercially appropriate, such policy or policies 
shall insure against all risks of direct physical loss or damage (including 
at Landlord's option the perils of flood and/or earthquake), including 
coverage for any additional costs resulting from debris removal and 
reasonable amounts of coverage for the enforcement of any ordinance or law 
regulating the reconstruction or replacement of any undamaged sections of the 
Premises required to be demolished or removed by reason of the enforcement of 
any building, zoning, safety or land use laws as the result of a covered 
cause of loss.  Said policy or policies shall also contain an agreed 
valuation provision in lieu of any coinsurance clause, waiver of subrogation, 
and inflation guard protection causing an increase in the annual property 
insurance coverage amount by a factor of not less than the adjusted U.S. 
Department of Labor Consumer Price Index for All Urban Consumers for the city 
nearest to where the Premises are located.  Tenant shall be liable for any 
deductible amount in the event of an Insured Loss, as defined in Paragraph 20 
(a)(iii).

                         (ii) RENTAL VALUE.  Landlord shall, in addition, 
obtain and keep in force during the Term of this Lease a policy or policies 
in the name of Landlord, with loss payable to Landlord  and Lender(s), 
insuring the loss of all rent and other charges payable by Tenant to Landlord 
under this Lease for one (1) year (including all Real Estate Taxes, insurance 
costs, and any scheduled rental increases).  Said insurance shall provide 
that in the event the Lease is terminated by reason of an insured loss, the 
period of indemnity for such coverage shall be extended beyond the date of 
the completion of repairs or replacement of the Premises, to provide for one 
full year's loss of rental revenues from the date of any such loss.  Said 
insurance shall contain an agreed valuation provision in lieu of any 
coinsurance clause, and the amount of coverage shall be adjusted annually to 
reflect the projected rental income, Real Estate Taxes, insurance premium 
costs and other expenses, if any, otherwise payable by Tenant, for the next 


                                        -15-

<PAGE>

twelve (12) month period.  Tenant shall be liable for any deductible amount 
in the event of such loss.

                (d)      TENANT'S PROPERTY INSURANCE.  Subject to the 
requirements of Paragraph 19(e), Tenant at its cost shall either by separate 
policy or, at Tenant's option, by endorsement to a policy already carried by 
Tenant, maintain insurance coverage on all Tenant's personal property, 
Alterations in, on, or about the Premises similar in coverage to that carried 
by the Insuring Party under Paragraph 19(c).  Such insurance shall be full 
replacement cost coverage with a deductible of not to exceed $10,000 per 
occurrence (if a policy with that deductible is commercially available, and 
if not then with the lowest deductible commercially available).  The proceeds 
from any such insurance shall be used by Tenant for the replacement of 
personal property or the restoration of Alterations.  Tenant shall be the 
Insuring Party with respect to the insurance required by this Paragraph 19(d) 
and shall provide Landlord with written evidence that such insurance is in 
force.

                (e)      INSURANCE POLICIES.  Insurance required hereunder 
shall be in companies duly licensed to transact business in the state where 
the Premises are located, and maintaining during the policy term a "General 
Policyholders Rating" of at least A-, VIII, or such other rating as may be 
reasonably required by a Lender having a lien on the Premises, as set forth 
in the most current issue of "Best's Insurance Guide."  For the insurance 
required to be carried by Tenant hereunder, Tenant shall not do or permit to 
be done anything which shall invalidate the insurance policies referred to in 
this Paragraph 19.  Tenant shall cause to be delivered to Landlord certified 
copies of policies of such insurance or certificate evidencing the existence 
and amounts of such insurance with the insureds and loss payable clauses as 
required by this Lease.  No such policy shall be cancelable or subject to 
modification except after thirty (30) days prior written notice to Landlord.  
Tenant shall at least thirty (30) days prior to the expiration of such 
policies, furnish Landlord with evidence of renewals or "insurance binders" 
evidencing renewal thereof, or Landlord may order such insurance and charge 
the cost thereof to Tenant, which amount shall be payable by Tenant to 
Landlord upon demand. Landlord shall, promptly after written request from 
Tenant, provide Tenant with true and complete copies of the policies of 
insurance to be carried by Landlord under Paragraph 19(c) ("Insurance 
Notice") on or before the Commencement Date and at least thirty (30) days 
prior to each scheduled expiration date of the policy period.  

                (f)      WAIVER OF SUBROGATION.  Without affecting any other 
rights or remedies, Tenant and Landlord ("WAIVING PARTY") each hereby release 
and relieve the other, and waive their entire right to recover damages 
(whether in contract or in tort) against the other, for loss of or damage to 
the Waiving Party's property arising out of or incident to the perils 
required to be insured against under Paragraph 19.  The effect of such 
releases and waivers of the right to recover damages shall not be limited by 
the amount of insurance carried or required, or by any deductibles applicable 
hereto.

                (g)      EXEMPTION OF LANDLORD FROM LIABILITY.  Landlord 
shall not be liable for injury or damage to the person or goods, wares, 
merchandise or other property of Tenant, Tenant's employees, contractors, 
invitees, customers, or any other person in or about the Premises, whether 
such damage or injury is caused by or results from fire, steam, electricity, 
gas, water or rain, or from the breakage, leakage, obstruction or other 
defects of pipes, fire sprinklers, wires, appliances, plumbing, air 
conditioning or lighting fixtures, or from any other cause, whether the said 
injury or damage results from conditions arising upon the Premises or upon 
other portions of the building of which the Premises are a part, or from 
other sources or places, and regardless of whether the cause of such damage 
or injury or the means of repairing the same is accessible or not.  Landlord 
shall not be liable for any damages arising from any act or neglect of any 
other tenant of Landlord.  Notwithstanding Landlord's negligence or breach of 
this Lease, Landlord shall under no circumstances be liable for injury to 
Tenant's business or for any loss of income or profit therefrom.



                                        -16-

<PAGE>

                20. DAMAGE OR DESTRUCTION

                (a)      DEFINITIONS.  

                         (i)  "PREMISES PARTIAL DAMAGE" shall mean damage or
     destruction to the improvements on the Premises, other than Alterations
     which do not constitute a Premises Total Destruction.

                         (ii) "PREMISES TOTAL DESTRUCTION" shall mean damage or
     destruction to the Premises, other than Alterations , the repair cost of
     which damage or destruction is 50% or more of the then Replacement Cost of
     the Premises immediately prior to such damage or destruction, excluding
     from such calculation the value of the land and Alterations.

                         (iii)  "INSURED LOSS" shall mean damage or
     destruction to improvements on the Premises, other than Alterations, which
     was caused by an event required to be covered by the insurance described in
     Paragraph 19(c)(i), irrespective of any deductible amounts or coverage
     limits involved.

                         (iv) "REPLACEMENT COST" shall mean the cost to repair
     or rebuild the improvements owned by Landlord at the time of the occurrence
     to their condition existing immediately prior thereto, including
     demolition, debris removal and upgrading required by the operation of
     applicable building codes, ordinances or laws, and without deduction for
     depreciation.

                (b)      PARTIAL DAMAGE - INSURED LOSS.  If a Premises 
Partial Damage that is an Insured Loss occurs, then Landlord shall, at 
Landlord's expense, repair such damage (but not Tenant's trade fixtures or 
Alterations) as soon as reasonably possible and this Lease shall continue in 
full force and effect; provided, however, that Tenant shall, at Landlord's 
election, make the repair of any damage or destruction, and, in such event, 
Landlord shall make the insurance proceeds available to Tenant on a 
reasonable basis for that purpose. Notwithstanding the foregoing, if the 
required insurance was not in force, the party responsible for maintaining 
the required insurance shall promptly contribute the shortage in proceeds 
(except as to the deductible which is Tenant's responsibility) as and when 
required to complete said repairs.  In the event of a shortage in proceeds 
for any reason other than Landlord's failure to carry the required insurance, 
Landlord shall have no obligation to pay for the shortage in insurance 
proceeds or to fully restore the unique aspects of the Premises unless Tenant 
provides Landlord with the funds to cover same, or adequate assurance 
thereof, within ten (10) days following receipt of written notice of such 
shortage and request therefor.  If Landlord receives said funds or adequate 
assurance thereof within said ten (10) day period, the party responsible for 
making the repairs shall complete them as soon as reasonably possible and 
this Lease shall remain in full force and effect.  If Landlord does not 
receive such funds or assurance within said period, Landlord may nevertheless 
elect by written notice to Tenant within ten (10) days thereafter to make 
such restoration and repair as is commercially reasonable with Landlord 
paying any shortage in proceeds, in which case this Lease shall remain in 
full force and effect.  If in such case Landlord does not so elect, then this 
Lease shall terminate sixty (60) days following the occurrence of the damage 
or destruction.  Unless otherwise agreed, Tenant shall in no event have any 
right to reimbursement from Landlord for any funds contributed by Tenant to 
repair any such damage or destruction.  Premises Partial Damage due to an 
insured flood or earthquake shall be subject to Paragraph 20(c) rather than 
Paragraph 20(b), notwithstanding that there may be some insurance coverage, 
but the net proceeds of any such insurance shall be made available for the 
repairs if made by either party.

                (c)      PARTIAL DAMAGE - UNINSURED LOSS.  If a Premises 
Partial Damage that is not an Insured Loss occurs, unless caused by a 
negligent or willful act of Tenant or any of the Tenant Parties (in which 
event Tenant shall make the repairs at Tenant's expense and this Lease shall 
continue in full force and effect, but subject to Landlord's rights under 
Paragraph 22), Landlord may at Landlord's option, either:  (i) repair such 
damage as soon as reasonably possible at Landlord's expense, in which event 
this Lease shall continue in full force and effect, or (ii) give written 
notice to Tenant within thirty (30) days after receipt by Landlord of 
knowledge of the occurrence of such damage of Landlord's desire to terminate 
this Lease as of the date sixty 



                                        -17-

<PAGE>

(60) days following the giving of such notice.  In the event Landlord elects 
to give such notice of Landlord's intention to terminate this Lease, Tenant 
shall have the right within ten (10) days after the receipt of such notice to 
give written notice to Landlord of Tenant's commitment to pay for the repair 
of such damage totally at Tenant's expense and without reimbursement from 
Landlord.  Tenant shall provide Landlord with the required funds or 
satisfactory assurance thereof within thirty (30) days following Tenant's 
said commitment.  In such event this Lease shall continue in full force and 
effect, and Landlord shall proceed to make such repairs as soon as reasonably 
possible and the required funds are available.  If Tenant does not give such 
notice and provide the funds or assurance thereof within the times specified 
above, this Lease shall terminate as of the date specified in Landlord's 
notice of termination.

                (d)      TOTAL DESTRUCTION.  Notwithstanding any other 
provision hereof, if a Premises Total Destruction occurs (including any 
destruction required by any authorized public authority), this Lease shall 
terminate sixty (60) days following the date of such Premises Total 
Destruction, whether or not the damage or destruction is an Insured Loss or 
was caused by a negligent or willful act of Tenant. Notwithstanding the 
foregoing, Tenant shall have the right to prevent such termination by giving 
Landlord written notice of Tenant's commitment to pay for the cost of 
repairing such Total Destruction to the extent not covered by insurance 
proceeds.  In such event, Tenant shall deliver written notice of Tenant's 
commitment to pay for such repairs within thirty (30) days following the 
occurrence of such damage and Tenant shall provide Landlord with the required 
funds or satisfactory assurance thereof within thirty (30) days following 
Tenant's delivery to Landlord of Tenant's commitment to pay for such repairs 
in excess of insurance proceeds.  In such event, this Lease shall continue in 
full force and effect, and Landlord shall proceed to make such repairs as 
soon as reasonably possible and the required funds are available.  In the 
event, however, that the damage or destruction was caused by Tenant or any of 
the Tenant Parties, Landlord shall have the right to recover Landlord's 
damages from Tenant except as released and waived in Paragraph 19(f).

                (e)      DAMAGE NEAR END OF TERM.  If at any time during the 
last six (6) months of the Term of this Lease there is damage for which the 
cost to repair exceeds three (3) month's Monthly Base Rent, whether or not an 
Insured Loss, Landlord may, at Landlord's option, terminate this Lease 
effective sixty (60) days following the date of occurrence of such damage by 
giving written notice to Tenant of Landlord's election to do so within thirty 
(30) days after the date of occurrence of such damage.  

                (f)      ABATEMENT OF RENT; TENANT'S REMEDIES.  

                         (i)  In the event of damage described in
     Paragraphs 20(b) (Partial Damage - Insured), or 20(c) (Partial Damage -
     Uninsured Loss) (to the extent not resulting in the termination of this
     Lease) whether or not Landlord repairs or restores the Premises, the
     Monthly Base Rent, Real Property Taxes, insurance premiums, and other
     charges, if any, payable by Tenant hereunder for the period during which
     such damage, its repair or the restoration continues, shall be abated in
     proportion to the degree to which Tenant's use of the Premises is impaired.
     Except for abatement of Base Rent, Real Property Taxes, insurance premiums,
     and other charges, if any, as aforesaid, all other obligations of Tenant
     hereunder shall be performed by Tenant, and Tenant shall have no claim
     against Landlord for any damage suffered by reason of any such repair or
     restoration.

                         (ii) If Landlord shall be obligated to repair or
     restore the Premises under the provisions of this Paragraph 20 and shall
     not commence, in a substantial and meaningful way, the repair or
     restoration of the Premises within seventy-five (75) days after such
     obligation shall accrue, Tenant may, at any time prior to the commencement
     of such repair or restoration, give written notice to Landlord and to any
     Lenders of which Tenant has actual notice of Tenant's election to terminate
     this Lease on a date not less than sixty (60) days following the giving of
     such notice.  If Tenant gives such notice to Landlord and such Lenders and
     such repair or restoration is not commenced within thirty (30) days after
     receipt of such notice, this Lease shall terminate as of the date specified
     in said notice.  If Landlord or a Lender commences the repair or
     restoration of the Premises within thirty (30) days after receipt of such
     notice, this Lease shall continue in full force 



                                        -18-

<PAGE>

     and effect.  "Commence" as used in this Paragraph shall mean either the 
     unconditional authorization of the preparation of the required plans, or 
     the beginning of the actual work on the Premises, whichever first occurs; 
     provided, however, that the thirty (30), sixty (60), and ninety (90) day 
     periods in this Paragraph 20(f)(ii) shall be extended by Force Majeure 
     Events as defined in Paragraph 33 below.

                (g)      TERMINATION-ADVANCE PAYMENTS.  Upon termination of 
this Lease pursuant to this Paragraph 20, an equitable adjustment shall be 
made concerning advance Monthly Base Rent and any other advance payments made 
by Tenant to Landlord.  

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

                21.   EMINENT DOMAIN.

               (a)    SUBSTANTIAL TAKING.  If the whole of the Premises or 
more than ten percent (10%) of the rentable square footage of the Building or 
ten percent (10%) or more of the parking spaces located on the Premises, are 
taken for any public or quasi-public purpose by any lawful power or authority 
by exercise of the right of appropriation, condemnation or eminent domain, or 
sold to prevent such taking, and the portion taken materially, adversely and 
permanently impairs Tenant's ability to conduct its permitted business on the 
Premises (assuming required repairs), Tenant shall have the right to 
terminate this Lease effective as of the date possession is required to be 
surrendered to such authority by giving Landlord written notice of such 
termination within ten (10) days after Landlord has given notice of such 
taking to Tenant.  In the event Tenant does not elect to terminate the Lease, 
Landlord will thereafter proceed to make a functional unit of the remaining 
portion of the Premises (but only to the extent Landlord receives proceeds 
therefor from the condemning authority) and rent will be abated in proportion 
to the rentable square footage of the Premises which Tenant is deprived of on 
account of such taking; provided, however, there will be no abatement of rent 
if the only area taken is that which does not have a building located 
thereon, so long as parking remains adequate for Tenant to conduct its 
business from the Premises, as reasonably determined by Tenant. 
Notwithstanding the foregoing, if more than fifty percent (50%) of the 
rentable square footage of the Building is taken, Landlord shall have the 
right to terminate this Lease effective as of the date possession is required 
to be surrendered to such authority by giving Tenant written notice of such 
termination within thirty days after Landlord has received notice of such 
taking.  

               (b)   PARTIAL TAKING; ABATEMENT OF RENT.  In the event of a 
taking of a portion of the Premises which does not constitute a substantial 
taking under Subparagraph 21(a) above, then, neither party will have the 
right to terminate this Lease and Landlord will thereafter proceed to make a 
functional unit of the remaining portion of the Premises (but only to the 
extent Landlord receives proceeds therefor from the condemning authority), 
and rent will be abated in proportion to the rentable area of the Premises 
which Tenant is deprived of on account of such taking; provided, however, 
there will be no abatement of rent if the only area taken is that which does 
not have a building located thereon.  

               (c)   CONDEMNATION AWARD.  In connection with any taking of 
all or any portion of the Premises, Landlord will be entitled to receive the 
entire amount of any award which may be made or given in such taking or 
condemnation, without deduction or apportionment for any estate or interest 
of Tenant, it being expressly understood and agreed by Tenant that no portion 
of any such award will be allowed or paid to Tenant for any so-called bonus 
or excess value of this Lease, and such bonus or excess value will be the 
sole property of Landlord.  Tenant agrees not to assert any claim against 
Landlord or the taking authority for any compensation because of such taking 
(including any claim for bonus or excess value of this Lease); provided, 
however, if any portion of the Premises is taken, Tenant will have the right 
to recover from the condemning authority (but not from Landlord) any 
compensation as may be separately awarded or recoverable by Tenant for the 
taking of Tenant's furniture, fixtures, equipment and other personal property 
within the Premises, for Tenant's relocation expenses, and for any loss of 
goodwill or other damage to Tenant's business by reason of such taking.

                                        -19-

<PAGE>

                (d)      TEMPORARY TAKING.  In the event of a partial taking 
of the Premises or any part thereof for temporary use, (i) this Lease will 
remain unaffected thereby and rent will not abate, and (ii) Tenant will be 
entitled to receive such portion or portions of any award made for such use 
with respect to the period of the taking which is within the Term, provided 
that if such taking remains in force at the expiration or earlier termination 
of this Lease, Tenant will then pay to Landlord a sum equal to the reasonable 
cost of performing Tenant's obligations under Paragraph 11 with respect to 
surrender of the Premises and upon such payment Tenant will be excused from 
such obligations. For purpose of this Subparagraph 21(d), a temporary taking 
shall be defined as a taking for a period of ninety (90) days or less.

                22. DEFAULTS AND REMEDIES.

                (a)      DEFAULTS.  The occurrence of any one or more of the 
following events will be deemed a default by Tenant:

                         (i)  The failure by Tenant to make any payment of 
rent or additional rent or any other payment required to be made by Tenant 
hereunder, as and when due, where such failure continues for a period of 
seven (7) days after written notice thereof from Landlord to Tenant; 
provided, however, that any such notice will be in lieu of, and not in 
addition to, any notice required under applicable law (including, without 
limitation, to the extent the Premises are located in California, the 
provisions of California Code of Civil Procedure Section 1161 regarding 
unlawful detainer actions or any successor statute or law of a similar 
nature).

                         (ii) The failure by Tenant to observe or perform any 
of the express or implied covenants or provisions of this Lease to be 
observed or performed by Tenant, other than as specified in Subparagraph 
22(a)(i) above, where such failure continues for a period of thirty (30) days 
after written notice thereof from Landlord to Tenant.  The provisions of any 
such notice will be in lieu of, and not in addition to, any notice required 
under applicable law (including, without limitation, to the extent the 
Premises are located in California, California Code of Civil Procedure 
Section 1161 regarding unlawful detainer actions and any successor statute or 
similar law).  If the nature of Tenant's default is such that more than 
thirty (30) days are reasonably required for its cure, then Tenant will not 
be deemed to be in default if Tenant, with Landlord's concurrence (which 
shall not be unreasonably withheld or delayed), commences such cure within 
such thirty (30) day period and thereafter diligently prosecutes such cure to 
completion.

                         (iii)     (A) The making by Tenant of any general 
assignment for the benefit of creditors; (B) the filing by or against Tenant 
of a petition to have Tenant adjudged a bankrupt or a petition for 
reorganization or arrangement under any law relating to bankruptcy (unless, 
in the case of a petition filed against Tenant, the same is dismissed within 
ninety (90) days); (C) the appointment of a trustee or receiver to take 
possession of substantially all of Tenant's assets located at the Premises or 
of Tenant's interest in this Lease, where possession is not restored to 
Tenant within sixty (60) days; or (D) the attachment, execution or other 
judicial seizure of substantially all of Tenant's assets located at the 
Premises or of Tenant's interest in this Lease where such seizure is not 
discharged within sixty (60) days.

                (b)      LANDLORD'S REMEDIES; TERMINATION.  In the event of 
any default by Tenant, in addition to any other remedies available to 
Landlord at law or in equity under applicable law (including, without 
limitation, the remedies of Civil Code Section 1951.4 (lessor may continue 
lease in effect after lessee's breach and abandonment and recover rent as it 
becomes due, if lessee has the right to sublet or assign, subject only to 
reasonable limitations), Landlord will have the immediate right and option to 
terminate this Lease and all rights of Tenant hereunder.  If Landlord elects 
to terminate this Lease then, to the extent permitted under applicable law, 
Landlord may recover from Tenant:  (i) the worth at the time of award of any 
unpaid rent which had been earned at the time of such termination; plus (ii) 
the worth at the time of award of the amount by which the unpaid rent which 
would have been earned after termination until the time of award exceeds the 
amount of such rent loss that Tenant proves could have been reasonably 
avoided; plus (iii) the worth at the time of award of the amount by which the 
unpaid rent for the balance of the Term after the time of award exceeds the 
amount of such rent loss that Tenant proves could be reasonably avoided; plus 
(iv) any other amount necessary to compensate Landlord for all the detriment 
proximately caused by Tenant's failure to perform its 


                                        -20-

<PAGE>

obligations under this Lease or which, in the ordinary course of things, 
results therefrom including, but not limited to: attorneys' fees and costs; 
brokers' commissions; the costs of refurbishment, alterations, renovation and 
repair of the Premises, and removal (including the repair of any damage 
caused by such removal) and storage (or disposal) of Tenant's personal 
property, equipment, fixtures, Alterations, the Tenant Improvements and any 
other items which Tenant is required under this Lease to remove but does not 
remove, as well as any Tenant Improvement Allowance or other costs or 
economic concessions provided, paid, granted or incurred by Landlord pursuant 
to this Lease.  The unamortized value of such concessions shall be determined 
by taking the total value of such concessions and multiplying such value by a 
fraction, the numerator of which is the number of months of the Lease Term 
not yet elapsed as of the date on which the Lease is terminated, and the 
denominator of which is the total number of months of the Lease Term.

                         As used in Subparagraphs 22(b)(i) and (ii) above, 
the "worth at the time of award" is computed by allowing interest at the 
Interest Rate.  As used in Subparagraph 22(b)(iii) above, the "worth at the 
time of award" is computed by discounting such amount at the discount rate of 
the Federal Reserve Bank of San Francisco at the time of award plus one 
percent (1%).

                (c)      LANDLORD'S REMEDIES; RE-ENTRY RIGHTS.  In the event 
of any default by Tenant, in addition to any other remedies available to 
Landlord under this Lease, at law or in equity, Landlord will also have the 
right, with or without terminating this Lease, to re-enter the Premises and 
remove all persons and property from the Premises; such property may be 
removed and stored in a public warehouse or elsewhere and/or disposed of at 
the sole cost and expense of and for the account of Tenant in accordance with 
the provisions of Subparagraph 13(h) of this Lease or any other procedures 
permitted by applicable law.  No re-entry or taking possession of the 
Premises by Landlord pursuant to this Subparagraph 22(c) will be construed as 
an election to terminate this Lease unless a written notice of such intention 
is given to Tenant or unless the termination thereof is decreed by a court of 
competent jurisdiction.

                (d)      LANDLORD'S REMEDIES; RE-LETTING.  In the event of 
the vacation or abandonment of the Premises by Tenant or in the event that 
Landlord elects to re-enter the Premises or takes possession of the Premises 
pursuant to legal proceeding or pursuant to any notice provided by law, then 
if Landlord does not elect to terminate this Lease, Landlord may from time to 
time, without terminating this Lease, either recover all rent as it becomes 
due or relet the Premises or any part thereof on terms and conditions as 
Landlord in its sole and absolute discretion may deem advisable with the 
right to make alterations and repairs to the Premises in connection with such 
reletting.  If Landlord elects to relet the Premises, then rents received by 
Landlord from such reletting will be applied: first, to the payment of any 
indebtedness other than rent due hereunder from Tenant to Landlord; second, 
to the payment of any cost of such reletting; third, to the payment of the 
cost of any alterations and repairs to the Premises incurred in connection 
with such reletting; fourth, to the payment of rent due and unpaid hereunder 
and the residue, if any, will be held by Landlord and applied to payment of 
future rent as the same may become due and payable hereunder.  Should that 
portion of such rents received from such reletting during any month, which is 
applied to the payment of rent hereunder, be less than the rent payable 
during that month by Tenant hereunder, then Tenant agrees to pay such 
deficiency to Landlord immediately upon demand therefor by Landlord.  Such 
deficiency will be calculated and paid monthly.

                (e)      LANDLORD'S REMEDIES; PERFORMANCE FOR TENANT.  All 
covenants and agreements to be performed by Tenant under any of the terms of 
this Lease are to be performed by Tenant at Tenant's sole cost and expense 
and without any abatement of rent.  If Tenant fails to pay any sum of money 
owed to any party other than Landlord, for which it is liable under this 
Lease, or if Tenant fails to perform any other act on its part to be 
performed hereunder, and such failure continues for ten (10) days after 
notice thereof by Landlord, Landlord may, without waiving or releasing Tenant 
from its obligations, but shall not be obligated to, make any such payment or 
perform any such other act to be made or performed by Tenant.  Tenant agrees 
to reimburse Landlord upon demand for all sums so paid by Landlord and all 
necessary incidental costs, together with interest thereon at the Interest 
Rate, from the date of such payment by Landlord until reimbursed by Tenant.  
This remedy shall be in addition to any other right or remedy of Landlord set 
forth in this Paragraph 22.


                                        -21-

<PAGE>

                (f)      LATE PAYMENT.  If Tenant fails to pay any 
installment of rent within seven (7) days after written notice from Landlord 
to Tenant that such payment is due or if Tenant fails to make any other 
payment for which Tenant is obligated under this Lease within seven (7) days 
after written notice from Landlord to Tenant that such payment is due, such 
late amount will accrue interest at the Interest Rate and Tenant agrees to 
pay Landlord as additional rent such interest on such amount from the date 
such amount becomes due until such amount is paid.  In addition, Tenant 
agrees to pay to Landlord concurrently with such late payment amount, as 
additional rent, a late charge equal to four percent (4%) of the amount due 
to compensate Landlord for the extra costs Landlord will incur as a result of 
such late payment.  The parties agree that (i) it would be impractical and 
extremely difficult to fix the actual damage Landlord will suffer in the 
event of Tenant's late payment, (ii) such interest and late charge represents 
a fair and reasonable estimate of the detriment that Landlord will suffer by 
reason of late payment by Tenant, and (iii) the payment of interest and late 
charges are distinct and separate in that the payment of interest is to 
compensate Landlord for the use of Landlord's money by Tenant, while the 
payment of late charges is to compensate Landlord for Landlord's processing, 
administrative and other costs incurred by Landlord as a result of Tenant's 
delinquent payments.  Acceptance of any such interest and late charge will 
not constitute a waiver of the Tenant's default with respect to the overdue 
amount, or prevent Landlord from exercising any of the other rights and 
remedies available to Landlord.  If Tenant incurs a late charge more than 
three (3) times in any period of twelve (12) months during the Lease Term, 
then, notwithstanding that Tenant cures the late payments for which such late 
charges are imposed, Landlord will have the right to require Tenant 
thereafter to pay all installments of Monthly Base Rent quarterly in advance 
throughout the remainder of the Lease Term.

                (g)      LANDLORD'S SECURITY INTEREST.  Tenant hereby grants 
to Landlord a lien and security interest on all property of Tenant now or 
hereafter placed in or upon the Premises including, but not limited to, all 
fixtures, machinery, equipment, furnishings and other articles of personal 
property, and all proceeds of the sale or other disposition of such property 
(collectively, the "Collateral") to secure the payment of all rent to be paid 
by Tenant pursuant to this Lease.  Such lien and security interest shall be 
in addition to any landlord's lien provided by law but shall be subordinate 
to any first lien in favor of Tenant's lender with respect to any such 
Collateral so long as Landlord is provided with a commercially reasonable 
subordination agreement with respect to such Collateral.  This Lease shall 
constitute a security agreement under the Commercial Code of the State so 
that Landlord shall have and may enforce a security interest in the 
Collateral.  Tenant agrees to execute as debtor and deliver such financing 
statement or statements and any further documents as Landlord may now or 
hereafter reasonably request to protect such security interest pursuant to 
such code.  Landlord may also at any time file a copy of this Lease as a 
financing statement. Landlord, as secured party, shall be entitled to all 
rights and remedies afforded as secured party under such code, which rights 
and remedies shall be in addition to Landlord's liens and rights provided by 
law or by the other terms and provisions of this Lease.

                (h)      RIGHTS AND REMEDIES CUMULATIVE.  All rights, options 
and remedies of Landlord contained in this Lease will be construed and held 
to be cumulative, and no one of them will be exclusive of the other, and 
Landlord shall have the right to pursue any one or all of such remedies or 
any other remedy or relief which may be provided by law or in equity, whether 
or not stated in this Lease.  Nothing in this Paragraph 22 will be deemed to 
limit or otherwise affect Tenant's indemnification of Landlord pursuant to 
any provision of this Lease.

                23. LANDLORD'S DEFAULT.  Landlord will not be in default in 
the performance of any obligation required to be performed by Landlord under 
this Lease unless Landlord fails to perform such obligation within thirty 
(30) days after the receipt of written notice from Tenant specifying in 
detail Landlord's failure to perform; provided however, that if the nature of 
Landlord's obligation is such that more than thirty (30) days are required 
for performance, then Landlord will not be deemed in default if it commences 
such performance within such thirty (30) day period and thereafter diligently 
pursues the same to completion.  Upon any default by Landlord, Tenant may 
exercise any of its rights provided at law or in equity, subject to the 
limitations set forth in this Lease (including, but not limited to, the 
limitations on liability set forth in Paragraph 35 of this Lease).  In the 
event that Landlord is in default (as described hereinabove) of its Paragraph 
14(c) maintenance obligations, and such breach 


                                        -22-

<PAGE>

materially impairs Tenant's use of the Premises, Tenant may upon an 
additional ten (10) day notice to Landlord, perform such maintenance 
obligations and in such event Landlord shall reimburse Tenant for its 
reasonable third-party costs incurred for performance of such maintenance 
obligations, together with interest thereon at the Interest Rate.  In no 
event shall Tenant have the right to terminate this Lease as a result of 
Landlord's default, and Tenant's remedies shall be limited to monetary 
damages and/or specific performance; provided, however, in no event shall 
Landlord be liable under any circumstances for any consequential damages 
incurred by Tenant including, without limitation, any injury to, or 
interference with, Tenant's business (including any loss of profits) arising 
in connection with this Lease.  Nothing herein contained shall be interpreted 
to mean Tenant is excused from paying rent due hereunder as a result of any 
default by Landlord.

                24. ASSIGNMENT AND SUBLETTING.

                (a)      RESTRICTION ON TRANSFER.  Except as expressly 
provided in this Paragraph 24, Tenant will not, either voluntarily or by 
operation of law, assign or encumber this Lease or any interest herein or 
sublet the Premises or any part thereof, or permit the use or occupancy of 
the Premises by any party other than Tenant (any such assignment, 
encumbrance, sublease or the like will sometimes be referred to as a 
"Transfer"), without the prior written consent of Landlord, which consent 
Landlord will not unreasonably withhold or delay.

                (b)      CORPORATE AND PARTNERSHIP TRANSFERS.  For purposes 
of this Paragraph 24, if Tenant is a corporation, partnership or other 
entity, any transfer, assignment, encumbrance or hypothecation of fifty 
percent (50%) or more (individually or in the aggregate) of any stock or 
other ownership interest in such entity, and/or any transfer, assignment, 
hypothecation or encumbrance of any controlling ownership or voting interest 
in such entity, will be deemed a Transfer and will be subject to all of the 
restrictions and provisions contained in this Paragraph 24.  Notwithstanding 
the foregoing, the immediately preceding sentence will not apply to any 
transfers of stock of Tenant if Tenant is a publicly-held corporation and 
such stock is transferred publicly over a recognized security exchange or 
over-the-counter market.

                (c)      PERMITTED CONTROLLED TRANSFERS.  Notwithstanding the 
provisions of this Paragraph 24 to the contrary, Tenant may assign this Lease 
or sublet the Premises or any portion thereof ("Permitted Transfer"), without 
Landlord's consent and without extending any sublease termination option to 
Landlord, to any parent, subsidiary or affiliate corporation which controls, 
is controlled by or is under common control with Tenant, or to any 
corporation resulting from a merger or consolidation with Tenant, or to any 
person or entity which acquires all the assets of Tenant's business as a 
going concern, provided that: (i) at least thirty (30) days prior to such 
assignment or sublease, Tenant delivers to Landlord the financial statements 
and other financial and background information of the assignee or subtenant 
described in Subparagraph 24(d) below; (ii) if an assignment, the assignee 
assumes, in full, the obligations of Tenant under this Lease (or if a 
sublease, the subtenant of a portion of the Premises or Term assumes, in 
full, the obligations of Tenant with respect to such portion); (iii) the 
financial net worth of the assignee or subtenant as of the time of the 
proposed assignment or sublease equals or exceeds that of Tenant as of the 
date of execution of this Lease; (iv) except in the case of a merger in which 
Tenant is not the surviving entity, Tenant remains fully liable under this 
Lease; and (v) the use of the Premises under Paragraph 8 remains unchanged.

                (d)      TRANSFER NOTICE.  If Tenant desires to effect a 
Transfer (other than a Permitted Transfer), then at least thirty (30) days 
prior to the date when Tenant desires the Transfer to be effective (the 
"Transfer Date"), Tenant agrees to give Landlord a notice (the "Transfer 
Notice"), stating the name, address and business of the proposed assignee, 
subtenant or other transferee (sometimes referred to hereinafter as 
"Transferee"), reasonable information (including references) concerning the 
character, ownership, and financial condition of the proposed Transferee, the 
Transfer Date, any ownership or commercial relationship between Tenant and 
the proposed Transferee, and the consideration and all other material terms 
and conditions of the proposed Transfer, all in such detail as Landlord may  
reasonably require.  If Landlord reasonably requests additional detail, the 
Transfer Notice will not be deemed to have been received until Landlord 
receives such additional detail, and Landlord may withhold consent to any 
Transfer until such information is provided to it.



                                        -23-

<PAGE>

                (e)      LANDLORD'S OPTIONS.  Within fifteen (15) days of 
Landlord's receipt of any Transfer Notice, and any additional information 
requested by Landlord concerning the proposed Transferee's financial 
responsibility, Landlord will elect to do one of the following:  (i) consent 
to the proposed Transfer; or (ii) refuse such consent, which refusal shall be 
on reasonable grounds including, without limitation, those set forth in 
Subparagraph 24(f) below, or (iii) terminate this Lease as to all or such 
portion of the Premises which is proposed to be sublet or assigned and 
recapture all or such portion of the Premises for reletting by Landlord.

                (f)      REASONABLE DISAPPROVAL.  Landlord and Tenant hereby 
acknowledge that Landlord's disapproval of any proposed Transfer pursuant to 
Subparagraph 24(e) will be deemed reasonably withheld if based upon any 
reasonable factor, including, without limitation, any or all of the following 
factors:  (i) the portion of the Premises to be sublet or assigned is 
irregular in shape with inadequate means of ingress and egress; (ii) the use 
of the Premises by the Transferee is not permitted by the use provisions in 
Paragraph 8 hereof, or otherwise poses a risk of increased liability to 
Landlord; (iii) the Transferee does not have the financial capability to 
fulfill the obligations imposed by the Transfer and this Lease, or (iv) the 
Transferee poses a business or other economic risk which Landlord reasonably 
deems unacceptable.

                (g)      ADDITIONAL CONDITIONS.  A condition to Landlord's 
consent to any Transfer of this Lease will be the delivery to Landlord of a 
true copy of the fully executed instrument of assignment, sublease, transfer 
or hypothecation, and, in the case of an assignment, the delivery to Landlord 
of an agreement executed by the Transferee in form and substance reasonably 
satisfactory to Landlord, whereby the Transferee assumes and agrees to be 
bound by all of the terms and provisions of this Lease and to perform all of 
the obligations of Tenant hereunder.  As a condition for granting its consent 
to any assignment or sublease, Landlord may require that the assignee or 
subtenant remit directly to Landlord on a monthly basis, all monies due to 
Tenant by said assignee or subtenant.  As a condition to Landlord's consent 
to any sublease, such sublease must provide that it is subject and 
subordinate to this Lease and to all mortgages; that Landlord may enforce the 
provisions of the sublease, including collection of rent; that in the event 
of termination of this Lease for any reason, including without limitation a 
voluntary surrender by Tenant, or in the event of any reentry or repossession 
of the Premises by Landlord, Landlord may, at its option, either (i) 
terminate the sublease, or (ii) take over all of the right, title and 
interest of Tenant, as sublandlord, under such sublease, in which case such 
subtenant will attorn to Landlord, but that nevertheless Landlord will not 
(1) be liable for any previous act or omission of Tenant under such sublease, 
(2) be subject to any defense or offset previously accrued in favor of the 
subtenant against Tenant, or (3) be bound by any previous modification of any 
sublease made without Landlord's written consent, or by any previous 
prepayment by subtenant of more than one month's rent.

                (h)      EXCESS RENT.  If Landlord consents to any assignment 
of this Lease, Tenant agrees to pay to Landlord, as additional rent, fifty 
percent (50%) of all sums and other consideration payable to and for the 
benefit of Tenant by the assignee on account of the assignment, to the extent 
that such consideration is in excess of rent payable by Tenant under this 
Lease as and when such sums and other consideration are due and payable by 
the assignee to or for the benefit of Tenant (or, if Landlord so requires, 
and without any release of Tenant's liability for the same, Tenant agrees to 
instruct the assignee to pay such sums and other consideration directly to 
Landlord).  If for any sublease, Tenant receives rent or other consideration, 
either initially or over the term of the sublease, in excess of the rent 
fairly allocable to the portion of the Premises which is subleased based on 
square footage, Tenant agrees to pay to Landlord as additional rent fifty 
percent (50%) of the excess of each such payment of rent or other 
consideration received by Tenant promptly after its receipt.  In calculating 
excess rent or other consideration which may be payable to Landlord under 
this paragraph, Tenant will be entitled to deduct commercially reasonable 
third party brokerage commissions and attorneys' fees and other amounts 
reasonably and actually expended by Tenant in connection with such assignment 
or subletting if reasonably acceptable written evidence of such expenditures 
is provided to Landlord.  For purposes of calculating any such excess rent 
all such concessions shall be amortized on a straight-line basis over the 
relevant term.

                (i)      NO RELEASE.  No Transfer will release Tenant of
Tenant's obligations under this Lease or alter the primary liability of Tenant
to pay the rent and to perform all other



                                        -24-

<PAGE>

obligations to be performed by Tenant hereunder.  Landlord may require that 
any Transferee remit directly to Landlord on a monthly basis, all monies due 
Tenant by said Transferee.  However, the acceptance of rent by Landlord from 
any other person will not be deemed to be a waiver by Landlord of any 
provision hereof.  Consent by Landlord to one Transfer will not be deemed 
consent to any subsequent Transfer.  In the event of default by any 
Transferee of Tenant or any successor of Tenant in the performance of any of 
the terms hereof, Landlord may proceed directly against Tenant without the 
necessity of exhausting remedies against such Transferee or successor.  
Landlord may consent to subsequent assignments of this Lease or sublettings 
or amendments or modifications to this Lease with assignees of Tenant, 
without notifying Tenant, or any successor of Tenant, and without obtaining 
its or their consent thereto and any such actions will not relieve Tenant of 
liability under this Lease.

                (j)      ADMINISTRATIVE AND ATTORNEYS' FEES.  If Tenant 
effects a Transfer or requests the consent of Landlord to any Transfer 
(whether or not such Transfer is consummated), then, upon demand, Tenant 
agrees to pay Landlord any reasonable attorneys' and paralegal fees incurred 
by Landlord in connection with such Transfer or request for consent (whether 
attributable to Landlord's in-house attorneys or paralegals or otherwise) not 
to exceed One Hundred Dollars ($100.00) for each one thousand (1,000) 
rentable square feet of area contained within the Premises or portion thereof 
to be assigned or sublet.  Acceptance of the reimbursement of Landlord's 
attorneys' and paralegal fees will in no event obligate Landlord to consent 
to any proposed Transfer.

               (k)       TENANT'S LIMITED PERMITTED SUBLEASING RIGHTS. 
Notwithstanding anything to the contrary contained in this Lease, Landlord 
agrees that Tenant shall initially have the right to sublet up to a maximum 
of 25,000 square feet of the Premises for a term not exceeding 18 months from 
the Commencement Date ("Permitted Sublease Space").  Landlord agrees that 
Tenant shall not be required to obtain Landlord's consent with respect to 
such sublease of the Permitted Sublease Space except with respect to any 
sublease wherein the proposed sublessee desires to use such space for a use 
other than is permitted under the CC&Rs for the Project.  Landlord further 
agrees that Tenant shall be entitled to retain any excess rent Tenant 
receives in connection with such Permitted Sublease Space (but only with 
respect to any such permitted sublease space entered into consistent with the 
foregoing limitations, including that the term not extend beyond 18 months 
from the Commencement Date).  In addition, Landlord agrees that Landlord 
shall have no right to exercise its remedy set forth in Paragraph 24(e)(3) in 
connection with a sublease properly entered into with respect to the 
Permitted Sublease Space, nor shall Landlord require the payment or 
reimbursement of any fees or other costs in connection with the review and 
approval of any such sublease, including, but not limited to, the fees 
described in Paragraph 24(j) of this Lease.

                25. SUBORDINATION.  Without the necessity of any additional 
document being executed by Tenant for the purpose of effecting a 
subordination, and at the election of Landlord or any mortgagee or 
beneficiary with a deed of trust encumbering the Premises, or any lessor of a 
ground or underlying lease with respect to the Premises, this Lease will be 
subject and subordinate at all times to:  (i) all ground leases or underlying 
leases which may now exist or hereafter be executed affecting the Premises; 
and (ii) the lien of any mortgage or deed of trust which may now exist or 
hereafter be executed for which the Premises, or Landlord's interest and 
estate in any of said items, is specified as security, subject to Tenant's 
receipt of a commercially reasonable nondisturbance agreement as more 
particularly provided below.  Notwithstanding the foregoing, Landlord 
reserves the right to subordinate any such ground leases or underlying leases 
or any such liens to this Lease.  If any such ground lease or underlying 
lease terminates for any reason or any such mortgage or deed of trust is 
foreclosed or a conveyance in lieu of foreclosure is made for any reason, at 
the election of Landlord's successor in interest, Tenant agrees to attorn to 
and become the tenant of such successor in which event Tenant's right to 
possession of the Premises will not be disturbed as long as Tenant is not in 
default under this Lease.  Tenant hereby waives its rights under any law 
which gives or purports to give Tenant any right to terminate or otherwise 
adversely affect this Lease and the obligations of Tenant hereunder in the 
event of any such foreclosure proceeding or sale.  Tenant covenants and 
agrees to execute and deliver, upon demand by Landlord and in the form 
reasonably required by Landlord, any additional documents evidencing the 
priority or subordination of this Lease and Tenant's attornment agreement 
with respect to any such ground lease or underlying leases or the lien of 


                                        -25-

<PAGE>

any such mortgage or deed of trust; provided, however, any such agreement 
subordinating this Lease to such lease, mortgage or deed of trust shall 
contain a commercially reasonable nondisturbance provision.  If Tenant fails 
to sign and return any such documents within ten (10) days of receipt, Tenant 
will be in default hereunder.

                26. ESTOPPEL CERTIFICATE.  Within ten (10) days following any 
written request which Landlord may make from time to time, Tenant agrees to 
execute and deliver to Landlord a statement, in a form substantially similar 
to the form of EXHIBIT "D" attached hereto or as may reasonably be required 
by Landlord's lender, certifying:  (i) the date of commencement of this 
Lease; (ii) the fact that this Lease is unmodified and in full force and 
effect (or, if there have been modifications, that this Lease is in full 
force and effect, and stating the date and nature of such modifications); 
(iii) the date to which the rent and other sums payable under this Lease have 
been paid; (iv) that there are no current defaults under this Lease by either 
Landlord or Tenant except as specified in Tenant's statement; and (v) such 
other matters reasonably requested by Landlord.  Landlord and Tenant intend 
that any statement delivered pursuant to this Paragraph 26 may be relied upon 
by any mortgagee, beneficiary, purchaser or prospective purchaser of the 
Premises or any interest therein.  Tenant's failure to deliver such statement 
within such time will be conclusive upon Tenant (i) that this Lease is in 
full force and effect, without modification except as may be represented by 
Landlord, (ii) that there are no uncured defaults in Landlord's performance, 
and (iii) that not more than one (1) month's rent has been paid in advance.  
Without limiting the foregoing, if Tenant fails to deliver any such statement 
within such ten (10) day period, Landlord may deliver to Tenant an additional 
request for such statement and Tenant's failure to deliver such statement to 
Landlord within ten (10) days after delivery of such additional request will 
constitute a default under this Lease.  Tenant agrees to indemnify and 
protect Landlord from and against any and all claims, damages, losses, 
liabilities and expenses (including attorneys' fees and costs) attributable 
to any failure by Tenant to timely deliver any such estoppel certificate to 
Landlord as required by this Paragraph 26.

                27. EASEMENTS.  Landlord reserves to itself the right, from 
time to time, to grant such easements, rights and dedications that Landlord 
deems necessary or desirable, and to cause the recordation of parcel maps and 
restrictions, so long as such easements, rights, dedications, maps and 
restrictions do not materially interfere with the use of the Premises by 
Tenant. Tenant shall sign any of the aforementioned documents upon request of 
Landlord and failure to do so shall constitute a material breach of this 
Lease.

                28. FINANCIAL STATEMENTS.  Prior to the execution of this 
Lease by Landlord and at any time during the Term of this Lease upon ten (10) 
days prior written notice from Landlord, Tenant agrees to provide Landlord 
with a current financial statement for Tenant and financial statements for 
the two (2) years prior to the current financial statement year for Tenant.  
Such statements are to be prepared in accordance with generally accepted 
accounting principles and shall be audited by an independent certified public 
accountant.

                29. MODIFICATION AND CURE RIGHTS OF LANDLORD'S MORTGAGEES AND 
LESSORS.  If, in connection with Landlord's obtaining or entering into any 
financing or ground lease affecting the Premises, the lender or ground lessor 
requests modifications to this Lease, Tenant, within ten (10) days after 
request therefor, agrees to execute an amendment to this Lease incorporating 
such modifications, provided such modifications are reasonable and do not 
materially increase the obligations of Tenant under this Lease or adversely 
affect the leasehold estate created by this Lease.  In the event of any 
default on the part of Landlord, Tenant will give notice by registered or 
certified mail to any beneficiary of a deed of trust or mortgage covering the 
Premises or ground lessor of Landlord whose address has been furnished to 
Tenant, and Tenant agrees to offer such beneficiary, mortgagee or ground 
lessor a reasonable opportunity to cure the default (including with respect 
to any such beneficiary or mortgagee, time to obtain possession of the 
Premises, subject to this Lease and Tenant's rights hereunder, by power of 
sale or a judicial foreclosure, if such should prove necessary to effect a 
cure).

                30. DEFINITION OF LANDLORD.  The term "Landlord," as used in 
this Lease, so far as covenants or obligations on the part of Landlord are 
concerned, means and includes only the owner or owners, at the time in 
question, of the fee title of the Premises 


                                        -26-

<PAGE>

or the lessees under any ground lease, if any. In the event of any transfer, 
assignment or other conveyance or transfers of any such title (other than a 
transfer for security purposes only), Landlord herein named (and in case of 
any subsequent transfers or conveyances, the then grantor) will be 
automatically relieved from and after the date of such transfer, assignment 
or conveyance of all liability as respects the performance of any covenants 
or obligations on the part of Landlord contained in this Lease thereafter to 
be performed, so long as the transferee assumes in writing all such covenants 
and obligations of Landlord arising after the date of such transfer.  
Landlord and Landlord's transferees and assignees have the absolute right to 
transfer all or any portion of their respective title and interest in the 
Premises, the Building, the Development and/or this Lease without the consent 
of Tenant, and such transfer or subsequent transfer will not be deemed a 
violation on Landlord's part of any of the terms and conditions of this Lease.

                31. WAIVER.  The waiver by either party of any breach of any 
term, covenant or condition herein contained will not be deemed to be a 
waiver of any subsequent breach of the same or any other term, covenant or 
condition herein contained, nor will any custom or practice which may develop 
between the parties in the administration of the terms hereof be deemed a 
waiver of or in any way affect the right of either party to insist upon 
performance in strict accordance with said terms.  The subsequent acceptance 
of rent or any other payment hereunder by Landlord will not be deemed to be a 
waiver of any preceding breach by Tenant of any term, covenant or condition 
of this Lease, other than the failure of Tenant to pay the particular rent so 
accepted, regardless of Landlord's knowledge of such preceding breach at the 
time of acceptance of such rent.  No acceptance by Landlord of a lesser sum 
than the basic rent and additional rent or other sum then due will be deemed 
to be other than on account of the earliest installment of such rent or other 
amount due, nor will any endorsement or statement on any check or any letter 
accompanying any check be deemed an accord and satisfaction, and Landlord may 
accept such check or payment without prejudice to Landlord's right to recover 
the balance of such installment or other amount or pursue any other remedy 
provided in this Lease.  The consent or approval of Landlord to or of any act 
by Tenant requiring Landlord's consent or approval will not be deemed to 
waive or render unnecessary Landlord's consent or approval to or of any 
subsequent similar acts by Tenant.

                32. QUIET ENJOYMENT.  Landlord covenants and agrees with 
Tenant that upon Tenant paying the rent required under this Lease and paying 
all other charges and performing all of the covenants and provisions on 
Tenant's part to be observed and performed under this Lease, Tenant may 
peaceably and quietly have, hold and enjoy the Premises in accordance with 
this Lease.

                33. FORCE MAJEURE.  If either Landlord or Tenant is delayed, 
hindered in or prevented from the performance of any act required under this 
Lease by reason of strikes, lock-outs, labor troubles, inability to procure 
standard materials, failure of power, restrictive governmental laws, 
regulations or orders or governmental action or inaction (including failure, 
refusal or delay in issuing permits, approvals and/or authorizations which is 
not the result of the action or inaction of the party claiming such delay), 
riots, civil unrest or insurrection, war, fire, earthquake, flood or other 
natural disaster, unusual and unforeseeable delay which results from an 
interruption of any public utilities (E.G., electricity, gas, water, 
telephone) or other unusual and unforeseeable delay not within the reasonable 
control of the party delayed in performing work or doing acts required under 
the provisions of this Lease, then performance of such act will be excused 
for the period of the delay and the period for the performance of any such 
act will be extended for a period equivalent to the period of such delay.  
The provisions of this Paragraph 33 will not operate to excuse Tenant from 
prompt payment of rent or any other payments required under the provisions of 
this Lease or delay the Commencement Date.

                34. SIGNS.  Landlord agrees that Tenant shall have the right 
to install and maintain Tenant's identification sign(s) on the Building and 
Premises in accordance with this Paragraph 34 at Tenant's sole cost and 
expense. The size, design, color and other physical aspects of any and all 
permitted sign(s) will be subject to (i) Landlord's written approval prior to 
installation, which approval shall not be unreasonably withheld or delayed by 
Landlord, (ii) any covenants, conditions or restrictions governing the 
Premises, including the CC&R's, and (iii) any applicable municipal or 
governmental permits and approvals.  Tenant will be solely responsible for 
all costs for installation, maintenance, repair and removal of any Tenant 
identification sign(s).  


                                        -27-

<PAGE>

If Tenant fails to remove Tenant's sign(s) upon termination of this Lease and 
repair any damage caused by such removal, Landlord may do so at Tenant's sole 
cost and expense.  Tenant agrees to reimburse Landlord for all costs incurred 
by Landlord to effect any installation, maintenance or removal on Tenant's 
account, which amount will be deemed additional rent, and may include, 
without limitation, all sums disbursed, incurred or deposited by Landlord 
including Landlord's costs, expenses and actual attorneys' fees with interest 
thereon at the Interest Rate from the date of Landlord's demand until paid by 
Tenant.  Any sign rights granted to Tenant under this Lease are personal to 
Tenant and may not be assigned, transferred or otherwise conveyed to any 
assignee or subtenant of Tenant without Landlord's prior written consent, 
which consent Landlord may withhold in its sole and absolute discretion.

                35. LIMITATION ON LIABILITY.  In consideration of the 
benefits accruing hereunder, Tenant on behalf of itself and all successors 
and assigns of Tenant covenants and agrees that, in the event of any actual 
or alleged failure, breach or default hereunder by Landlord:  (a) Tenant's 
recourse against Landlord for monetary damages will be limited to Landlord's 
interest in the Premises including, subject to the prior rights of any 
Mortgagee, (b) except as may be necessary to secure jurisdiction of the 
partnership, no partner, officer, director, member, shareholder or manager of 
Landlord shall be sued or named as a party in any suit or action  and no 
service of process shall be made against any partner, officer, director, 
member, shareholder or manager of Landlord; (c) no partner, officer, 
director, member, shareholder or manager of Landlord shall be required to 
answer or otherwise plead to any service of process; (d) no judgment will be 
taken against any partner, officer, director, member, shareholder or manager 
of Landlord and any judgment taken against any partner, officer, director, 
member, shareholder or manager of Landlord may be vacated and set aside at 
any time after the fact; (e) no writ of execution will be levied against the 
assets of any partner, officer, director, member, shareholder or manager of 
Landlord; (f) the obligations under this Lease do not constitute personal 
obligations of the individual partners, directors, officers or shareholders 
of Landlord, and Tenant shall not seek recourse against the individual 
partners, directors, officers or shareholders of Landlord or any of their 
personal assets for satisfaction of any liability in respect to this Lease; 
and (g) these covenants and agreements are enforceable both by Landlord and 
also by any partner, officer, director, member, shareholder or manager of 
Landlord.

                36. MISCELLANEOUS.

                (a)      CONFLICT OF LAWS.  This Lease shall be governed by 
and construed solely pursuant to the laws of the State of California, without 
giving effect to choice of law principles thereunder.

                (b)      SUCCESSORS AND ASSIGNS.  Except as otherwise 
provided in this Lease, all of the covenants, conditions and provisions of 
this Lease shall be binding upon and shall inure to the benefit of the 
parties hereto and their respective heirs, personal representatives, 
successors and assigns.

                (c)      PROFESSIONAL FEES AND COSTS.  If either Landlord or 
Tenant should bring suit against the other with respect to this Lease, then 
all costs and expenses, including without limitation, actual professional 
fees and costs such as appraisers', accountants' and attorneys' fees and 
costs, incurred by the party which prevails in such action, whether by final 
judgment or out of court settlement, shall be paid by the other party, which 
obligation on the part of the other party shall be deemed to have accrued on 
the date of the commencement of such action and shall be enforceable whether 
or not the action is prosecuted to judgment.  As used herein, attorneys' fees 
and costs shall include, without limitation, attorneys' fees, costs and 
expenses incurred in connection with any (i) post-judgment motions; (ii) 
contempt proceedings; (iii) garnishment, levy, and debtor and third party 
examination; (iv) discovery; and (v) bankruptcy litigation.

                (d)      TERMS AND HEADINGS.  The words "Landlord" and 
"Tenant" as used herein shall include the plural as well as the singular.  
Words used in any gender include other genders.  The paragraph headings of 
this Lease are not a part of this Lease and shall have no effect upon the 
construction or interpretation of any part hereof.

                (e)      TIME.  Time is of the essence with respect to the 
performance of every provision of this Lease in which time of performance is 
a factor.



                                        -28-

<PAGE>

                (f)      PRIOR AGREEMENT; AMENDMENTS.  This Lease constitutes 
and is intended by the parties to be a final, complete and exclusive 
statement of their entire agreement with respect to the subject matter of 
this Lease. This Lease supersedes any and all prior and contemporaneous 
agreements and understandings of any kind relating to the subject matter of 
this Lease.  There are no other agreements, understandings, representations, 
warranties, or statements, either oral or in written form, concerning the 
subject matter of this Lease.  No alteration, modification, amendment or 
interpretation of this Lease shall be binding on the parties unless contained 
in a writing which is signed by both parties.

                (g)      SEPARABILITY.  The provisions of this Lease shall be 
considered separable such that if any provision or part of this Lease is ever 
held to be invalid, void or illegal under any law or ruling, all remaining 
provisions of this Lease shall remain in full force and effect to the maximum 
extent permitted by law.

                (h)      RECORDING.  Neither Landlord nor Tenant shall record 
this Lease; provided, however, either party may, at its own expense, record a 
short form memorandum of this Lease in a form reasonably approved by the 
other party.  Such memorandum shall not be recorded unless and until the 
Commencement Date occurs.

                (i)      COUNTERPARTS.  This Lease may be executed in one or 
more counterparts, each of which shall constitute an original and all of 
which shall be one and the same agreement.

                (j)      NONDISCLOSURE OF LEASE TERMS.  Tenant acknowledges 
and agrees that the financial terms of this Lease are confidential and 
constitute proprietary information of Landlord.  Disclosure of the terms 
could adversely affect the ability of Landlord to negotiate other leases and 
impair Landlord's relationship with other tenants.  Accordingly, Tenant 
agrees that it, and its partners, officers, directors, employees, agents and 
attorneys, shall not intentionally and voluntarily disclose the financial 
terms and conditions of this Lease to any newspaper or other publication or 
any other tenant or apparent prospective tenant of the Building or other 
portion of the Development, or real estate agent, either directly or 
indirectly, without the prior written consent of Landlord, provided, however, 
that Tenant may disclose the terms to prospective subtenants or assignees 
under this Lease and as may be required in reports filed with the Securities 
and Exchange Commission.

                (k)      NON-DISCRIMINATION.  Tenant acknowledges and agrees 
that there shall be no discrimination against, or segregation of, any person, 
group of persons, or entity on the basis of race, color, creed, religion, 
age, sex, marital status, national origin, or ancestry in the leasing, 
subleasing, transferring, assignment, occupancy, tenure, use, or enjoyment of 
the Premises, or any portion thereof.

                37. EXECUTION OF LEASE.

                (a)      JOINT AND SEVERAL OBLIGATIONS.  If more than one 
person executes this Lease as Tenant, their execution of this Lease will 
constitute their covenant and agreement that (i) each of them is jointly and 
severally liable for the keeping, observing and performing of all of the 
terms, covenants, conditions, provisions and agreements of this Lease to be 
kept, observed and performed by Tenant, and (ii) the term "Tenant" as used in 
this Lease means and includes each of them jointly and severally.  The act of 
or notice from, or notice or refund to, or the signature of any one or more 
of them, with respect to the tenancy of this Lease, including, but not 
limited to, any renewal, extension, expiration, termination or modification 
of this Lease, will be binding upon each and all of the persons executing 
this Lease as Tenant with the same force and effect as if each and all of 
them had so acted or so given or received such notice or refund or so signed.

                (b)      TENANT AS CORPORATION OR PARTNERSHIP.  If Tenant 
executes this Lease as a corporation or partnership, then Tenant and the 
persons executing this Lease on behalf of Tenant represent and warrant that 
such entity is duly qualified and in good standing to do business in 
California and that the individuals executing this Lease on Tenant's behalf 
are duly authorized to execute and deliver this Lease on its behalf, and in 
the case of a corporation, in accordance 


                                        -29-

<PAGE>

with a duly adopted resolution of the board of directors of Tenant, a copy of 
which is to be delivered to Landlord on execution hereof, if requested by 
Landlord, and in accordance with the by-laws of Tenant, and, in the case of a 
partnership, in accordance with the partnership agreement and the most 
current amendments thereto, if any, copies of which are to be delivered to 
Landlord on execution hereof, if requested by Landlord, and that this Lease 
is binding upon Tenant in accordance with its terms.

                (c)      EXAMINATION OF LEASE.  Submission of this instrument 
by Landlord to Tenant for examination or signature by Tenant does not 
constitute a reservation of or option for lease, and it is not effective as a 
lease or otherwise until execution by and delivery to both Landlord and 
Tenant.

                IN WITNESS WHEREOF, the parties have caused this Lease to be 
duly executed by their duly authorized representatives as of the date first 
above written.

 TENANT:                                 LANDLORD:

 SBS TECHNOLOGIES, INC., a New Mexico    CARLSBAD BUSINESS PARK, LLC, a
 corporation                             California limited liability company

                                         By:  THE KOLL COMPANY, a California
                                         corporation, its Managing Member
 By:  /s/ James E. Dixon            
      ------------------------------
      Print Name:    James E. Dixon           By:  /s/ Charlie Abdi
                                                  --------------------------
      ------------------------------          Name:     Charlie Abdi        
                                                  --------------------------
 Title: V.P. Finance and Administration       Title:  Senior Vice President
        -------------------------------              -----------------------

                                         
      By:                           
         ------------------------------

      Print Name:                   
                 ----------------------
      Title:                        
            ---------------------------



                                        -30-

<PAGE>




                                          
                                   EXHIBIT "A-I"
                                          
                                 LEGAL DESCRIPTION
                                          

                                                        Order No. 1175808-20


THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF 
SAN DIEGO, AND IS DESCRIBED AS FOLLOWS:

PARCEL 2 OF PARCEL MAP NO. 17971, IN THE CITY OF CARLSBAD, COUNTY OF SAN 
DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN 
DIEGO COUNTY, DECEMBER 24, 1997 AS FILE NO. 1997-0656621 OF OFFICIAL RECORDS.





                              EXHIBIT "A-I"

<PAGE>


                             EXHIBIT "A-II"

                          SITE DEVELOPMENT PLAN




                                    Map











                               EXHIBIT "A-II"

<PAGE>

                               EXHIBIT "B"

                        WORK LETTER AGREEMENT TO
                        STANDARD INDUSTRIAL LEASE
                        SINGLE TENANT-TRIPLE NET
 
                                 BETWEEN

                        CARLSBAD BUSINESS PARK, LLC

                                   AND

                          SBS TECHNOLOGIES, INC.

               This Work Letter Agreement ("Work Letter") shall set forth the 
terms and conditions relating to the construction of the Landlord's Work and 
Tenant Improvements in the Premises.  All references in this Work Letter to 
Paragraphs of "the Lease" shall mean the relevant portions of the 
above-described Lease to which this Work Letter is attached as EXHIBIT B and 
of which this Work Letter forms a part.  This Work Letter is incorporated by 
reference into the Lease. All references in this Work Letter to Sections of 
"this Work Letter" shall mean the relevant portions of the Sections of this 
Work Letter.  Unless otherwise defined herein, defined terms shall have the 
same meaning as in the Lease.

                                SECTION 1

                 LANDLORD'S CONSTRUCTION OF LESSOR'S WORK

                 1.1     LANDLORD'S WORK.  Landlord will complete the 
construction, at its sole cost and expense, of the base and shell of the 
Building (collectively, "Landlord's Work") in substantial accordance with the 
plans and specifications described in "SCHEDULE 1" attached hereto (the 
"Landlord's Work Plans").  Tenant hereby approves of the Landlord's Work 
Plans.  Landlord's Work shall specifically exclude the Tenant Improvements 
described below, which Tenant Improvements shall be constructed by Tenant's 
Contractor, which Contractor shall be selected pursuant to Section 4.1 below. 
Notwithstanding the foregoing, the Landlord's Work shall also include the 
construction of two windows on the west side of the first floor of the 
Building with the exact size, location and specifications thereof to be 
reasonably approved by Landlord and Tenant and reflected in a modification to 
the Landlord Work Plans.  Landlord hereby represents and warrants that 
Landlord's Work shall be constructed (i) substantially in accordance with the 
Landlord's Work Plans, (ii) in a good workmanlike manner using all new 
materials, and (iii) in conformance with all applicable codes and other 
state, federal, city or quasi-governmental laws, codes, ordinances and 
regulations in effect as of the date Landlord obtains a building permit with 
respect to the Landlord's Work.

                             SECTION 2

                        TENANT IMPROVEMENTS

                 2.1     TENANT IMPROVEMENT ALLOWANCE.  Tenant shall be 
entitled to a one-time tenant improvement allowance in the amount of One 
Million One Hundred Twenty Seven Thousand Four Hundred Dollars 
($1,127,400.00)  (the "Tenant Improvement Allowance"), for the costs relating 
to the Tenant Improvement Allowance Items more particularly described in 
Section 2.2 below as they relate to construction of Tenant's improvements 
(the "Tenant Improvements").  The Tenant Improvements will be constructed in 
accordance with a Tenant Improvement plan created by Tenant and reasonably 
approved by Landlord ("Tenant Improvement Plan").  In no event shall Landlord 
be obligated to make disbursements pursuant to this Work Letter in a total 
amount which exceeds the Tenant Improvement Allowance.  All Tenant 
Improvements for which the Tenant Improvement Allowance has been made 
available shall be deemed Landlord's property under the terms of the Lease.

                              EXHIBIT "B"
                                   
                                  1
<PAGE>

                 2.2     DISBURSEMENT OF THE TENANT IMPROVEMENT ALLOWANCE.  
The Tenant Improvement Allowance shall be disbursed by Landlord only for the 
following items and costs (collectively, the "Tenant Improvement Allowance 
Items"):  

                    2.2.1     Payment of the reasonable fees of the Architect 
and the Engineers (as such term is defined in Section 3.1 of this Work 
Letter), incurred in connection with the Tenant Improvements, and payment of 
the fees incurred by, and the cost of documents and materials supplied by, 
Landlord and Landlord's consultants in connection with the preparation and 
review of the "Construction Drawings" as that term is defined below; 

                    2.2.2     The payment of plan check, permit and license 
fees relating to construction of the Tenant Improvements; 

                    2.2.3     The cost of construction of the Tenant 
Improvements but only to the extent such Tenant Improvements will be 
permanently affixed to the Premises;

                    2.2.4     The cost of any changes in Landlord's Work 
Plans when such changes are requested by Tenant or required by the 
Construction Drawings, Final Working Drawings, Approved Working Drawings, or 
Tenant Improvements (including if such changes are due to the fact that such 
work is prepared on an unoccupied basis), such costs to include all direct 
architectural and/or engineering fees and expenses incurred in connection 
therewith;

                    2.2.5     The cost of any changes to the Construction 
Drawings, Final Working Drawings, Approved Working Drawings, or Tenant 
Improvements required by any applicable laws, codes, regulations, ordinances, 
or building codes ("Code");

                    2.2.6     All other costs expended by Landlord in 
connection with the construction of the Tenant Improvements to the extent 
approved or deemed approved by Tenant or otherwise required or permitted by 
this Work Letter; 

                    2.2.7     Any costs described in subsections 2.2.1 
through 2.2.6 above contained in a Change Order requested by Tenant and 
approved by Landlord pursuant to Section 5.3 below.

                 2.3     TENANT IMPROVEMENT ALLOWANCE PAYMENTS.  The Tenant 
Improvement Allowance disbursements shall be made in accordance with typical 
construction draw and payment procedures reasonably acceptable to Landlord 
and its Lender(s) (including, without limitation, the requirement that prior 
to any such payment, Landlord has sufficient lien releases for the Tenant 
Improvement work).  

                                  SECTION 3

                            CONSTRUCTION DRAWINGS

                 3.1     SELECTION OF ARCHITECT/CONSTRUCTION DRAWINGS.  
Tenant shall retain a licensed architect reasonably acceptable to Landlord 
("Architect"), pursuant to a separate contract entered into by and between 
Tenant and the Architect, to prepare the "Construction Drawings" as that term 
is defined in this Section 3.1.  Tenant shall retain the engineering 
consultants reasonably approved by Landlord (the "Engineers") to prepare all 
plans and engineering working drawings relating to the structural, 
mechanical, electrical, plumbing, HVAC, life safety, and sprinkler work of 
the Tenant Improvements.  The plans and drawings to be prepared by the 
Architect and the Engineers hereunder for the Tenant Improvements, shall be 
known collectively as the "Construction Drawings." All Construction Drawings 
shall comply with the drawing format and specifications as reasonably 
determined by Landlord, and shall be subject to Landlord's approval, which 
shall not be unreasonably withheld or delayed. Tenant and the Architect shall 
verify, in the field, the dimensions and conditions as shown on the relevant 
portions of the Landlord's Work Plans, and Tenant and the Architect shall be 
solely responsible for the same, and Landlord shall have no responsibility in 
connection therewith.  Landlord's review of the Construction Drawings as set 
forth in this Section 3, shall be for its sole purpose and shall not imply 
Landlord's review of the same, or obligate Landlord to review the same, for 
quality, design, Code compliance or other like matters. Accordingly, 
notwithstanding that any Construction Drawings are reviewed by Landlord or 
its space planner, architect (including, without limitation, the Architect), 
engineers, and consultants, 


                              EXHIBIT "B"
                                   2
<PAGE>

Landlord shall have no liability whatsoever in connection therewith and shall 
not be responsible for any omissions or errors contained in the Construction 
Drawings.

                 3.2     FINAL SPACE PLAN.  Tenant and the Architect shall 
prepare the final space plan for the Tenant Improvements in the Premises 
(collectively, the "Final Space Plan") in accordance with the Tenant 
Improvement Plan, which Final Space Plan shall include a layout and 
designation of all offices, rooms and other partitioning, their intended use, 
and equipment to be contained therein, and shall deliver three (3) complete 
sets of the Final Space Plan to Landlord for Landlord's approval.

                 3.3     FINAL WORKING DRAWINGS.  Tenant, the Architect and 
the Engineers shall complete the architectural and engineering drawings for 
the Premises, and the final architectural working drawings in a form which is 
complete, and in accordance with the Tenant Improvement Plan, to allow 
subcontractors to bid on the work and to obtain all applicable permits 
(collectively, the "Final Working Drawings"), and shall deliver three (3) 
complete sets of the same to Landlord for Landlord's approval.

                 3.4     PERMITS.  The Final Working Drawings shall be 
approved by Landlord (the "Approved Working Drawings"), which approval shall 
not be unreasonably withheld or delayed, prior to the commencement of the 
construction of the Tenant Improvements.  Upon such Landlord approval, Tenant 
shall immediately submit the Approved Working Drawings to the appropriate 
municipal authorities for all applicable building permits necessary to allow 
"Contractor," as that term is defined in SECTION 4.1 below, to commence and 
fully complete the construction of the Tenant Improvements (the "Permits") in 
accordance with the Approved Working Drawings and Tenant Improvement Plan 
(provided, however, that the "Permits" which Tenant shall be obligated to 
obtain pursuant to the terms of this Work Letter shall not include any 
permits required for construction of the Landlord's Work).  In connection 
therewith, Tenant shall coordinate with Landlord in order to allow Landlord, 
at its option, to take part in all phases of the permitting process and shall 
supply Landlord, as soon as possible, with all plan check numbers and dates 
of submittal.  Tenant shall obtain the Permits as soon as reasonably 
possible.  Notwithstanding anything to the contrary set forth in this Section 
3.4, Tenant hereby agrees that neither Landlord nor Landlord's consultants 
shall be responsible for obtaining any building permit or certificate of 
occupancy for the Premises and that the obtaining of the same shall be 
Tenant's responsibility (provided, however, that the "Permits", which Tenant 
shall be obligated to obtain pursuant to the terms of this Work Letter, shall 
not include any permits required for construction of the Landlord's Work). 
Landlord shall, in any event, cooperate with Tenant in executing permit 
applications and performing other ministerial acts reasonably necessary to 
enable Tenant to obtain any such permit or certificate of occupancy.  

                               SECTION 4

                CONSTRUCTION OF THE TENANT IMPROVEMENTS

               4.1  TENANT'S SELECTION OF CONTRACTORS.

                          4.1.1    THE CONTRACTOR.  A general contractor 
shall be retained by Tenant to construct the Tenant Improvements.  Such 
general contractor ("Contractor") shall be selected by Tenant from a list of 
general contractors supplied by Landlord, and Tenant shall deliver to 
Landlord notice of its selection of the Contractor upon such selection.

                          4.1.2    TENANT'S AGENTS.  All subcontractors, 
laborers, materialmen, and suppliers used by Tenant (such subcontractors, 
laborers, materialmen, and suppliers, and the Contractor to be known 
collectively as "Tenant's Agents") must be approved in writing by Landlord, 
which approval shall not be unreasonably withheld or delayed.  If Landlord 
does not approve any of Tenant's proposed subcontractors, laborers, 
materialmen or suppliers, Tenant shall submit other proposed subcontractors, 
laborers, materialmen or suppliers for Landlord's written approval.

                 4.2     CONSTRUCTION OF TENANT IMPROVEMENTS BY TENANT'S 
AGENTS.

                          4.2.1    CONSTRUCTION CONTRACT; COST BUDGET.  Prior 
to Tenant's execution of the 


                              EXHIBIT "B"
                                   3
<PAGE>


construction contract and general conditions with Contractor (the 
"Contract"), Tenant shall submit the Contract to Landlord for its approval, 
which approval shall not be unreasonably withheld or delayed.  Prior to the 
commencement of the construction of the Tenant Improvements, and after Tenant 
has accepted all bids for the Tenant Improvements, Tenant shall provide 
Landlord with a detailed breakdown, by trade, of the final costs to be 
incurred or which have been incurred in connection with the design and 
construction of the Tenant Improvements to be performed by or at the 
direction of Tenant or the Contractor, which costs form a basis for the 
amount of the Contract (the "Final Costs"). Prior to the commencement of 
construction of the Tenant Improvements, Tenant shall supply Landlord with 
cash in an amount (the "Over-Allowance Amount") equal to the difference 
between the amount of the Final Costs and the amount of the Tenant 
Improvement Allowance (less any portion thereof already disbursed by 
Landlord, or in the process of being disbursed by Landlord, on or before the 
commencement of construction of the Tenant Improvements).  The Over-Allowance 
Amount shall be disbursed by Landlord prior to the disbursement of any of the 
then remaining portion of the Tenant Improvement Allowance, and such 
disbursement shall be pursuant to the same procedure as the Tenant 
Improvement Allowance.  In the event that, after the Final Costs have been 
delivered by Tenant to Landlord, the costs relating to the design and 
construction of the Tenant Improvements shall change, any additional costs 
necessary to such design and construction in excess of the Final Costs, shall 
be paid by Tenant to Landlord immediately as an addition to the 
Over-Allowance Amount or at Landlord's option, Tenant shall make payments for 
such additional costs out of its own funds, but Tenant shall continue to 
provide Landlord with the documents required pursuant to Section 2.4 of this 
Tenant Work Letter, above, for Landlord's approval, prior to Tenant paying 
such costs.

                          4.2.2    TENANT'S AGENTS.

               4.2.2.1   LANDLORD'S GENERAL CONDITIONS FOR TENANT'S AGENTS 
AND TENANT IMPROVEMENT WORK.  Tenant's and Tenant's Agents construction of 
the Tenant Improvements shall comply with the following:  (i) the Tenant 
Improvements shall be constructed in strict accordance with the Approved 
Working Drawings; (ii) Tenant's Agents shall submit schedules of all work 
relating to the Tenant's Improvements to Contractor and Contractor shall, 
within five (5) business days of receipt thereof, inform Tenant's Agents of 
any changes which are necessary thereto, and Tenant's Agents shall adhere to 
such corrected schedule; and (iii) Tenant shall abide by all reasonable rules 
made by Landlord with respect to the storage of materials, coordination of 
work with the contractors of other tenants of the Development, and any other 
matter in connection with this Work Letter, including, without limitation, 
the construction of the Tenant Improvements. 

               4.2.2.2   INDEMNITY.  Tenant's indemnity of Landlord as set 
forth in Subparagraph 18(b) of this Lease shall also apply with respect to 
any and all costs, losses, damages, injuries and liabilities related in any 
way to any act or omission of Tenant or Tenant's Agents, or anyone directly 
or indirectly employed by any of them, or in connection with Tenant's 
non-payment of any amount arising out of the Tenant Improvements and/or 
Tenant's disapproval of all or any portion of any request for payment.

               4.2.2.3   REQUIREMENTS OF TENANT'S AGENTS.  Each of Tenant's 
Agents shall guarantee to Tenant and for the benefit of Landlord that the 
portion of the Tenant Improvements for which it is responsible shall be free 
from any defects in workmanship and materials for a period of not less than 
one (1) year from the date of completion thereof.  Each of Tenant's Agents 
shall be responsible for the replacement or repair, without additional 
charge, of all work done or furnished in accordance with its contract that 
shall become defective within one (1) year after the later to occur of (i) 
completion of the work performed by such contractor or subcontractors and 
(ii) the Lease Commencement Date.  The correction of such work shall include, 
without additional charge, all additional expenses and damages incurred in 
connection with such removal or replacement of all or any part of the Tenant 
Improvements, and/or the Building and/or common areas that may be damaged or 
disturbed thereby.  All such warranties or guarantees as to materials or 
workmanship of or with respect to the Tenant Improvements shall be contained 
in the Contract or subcontract and shall be written such that guarantees or 
warranties shall inure to the benefit of both Landlord and Tenant, as their 
respective interests may appear, and can be directly enforced by either.  
Tenant covenants to give to Landlord any assignment or other assurances which 
may be necessary to effect such right of direct enforcement.


                              EXHIBIT "B"
                                   4
<PAGE>

               4.2.2.4   INSURANCE REQUIREMENTS.

                    4.2.2.4.1 GENERAL COVERAGES.  All of Tenant's Agents 
shall carry worker's compensation insurance covering all of their respective 
employees, and shall also carry public liability insurance, including 
property damage, all with limits, in form and with companies as are required 
to be carried by Tenant as set forth in Paragraph 19 of this Lease.

                    4.2.2.4.2 SPECIAL COVERAGES.  Tenant shall carry 
"Builder's All Risk" insurance in an amount approved by Landlord covering the 
construction of the Tenant Improvements, and such other insurance as Landlord 
may reasonably require.  Such insurance shall be in amounts and shall include 
such extended coverage endorsements as may be reasonably required by Landlord 
including, but not limited to, the requirement that all of Tenant's Agents 
shall carry Excess Liability and Products and Completed Operation Coverage 
insurance, each in amounts not less than $500,000 per incident, $1,000,000 in 
aggregate, and in form and with companies as are required to be carried by 
Paragraph 19 of this Lease.

                    4.2.2.4.3 GENERAL TERMS.  Certificates for all insurance 
carried pursuant to this Section 4.2.2.4 shall be delivered to Landlord 
before the commencement of construction of the Tenant Improvements and before 
the Contractor's equipment is moved onto the site.  All such policies of 
insurance must contain a provision that the company writing said policy will 
give Landlord thirty (30) days prior written notice of any cancellation or 
lapse of the effective date or any reduction in the amounts of such 
insurance.  In the event that the Tenant Improvements are damaged by any 
cause during the course of the construction thereof, Tenant shall immediately 
repair the same at Tenant's sole cost and expense.  Tenant's Agents shall 
maintain all of the foregoing insurance coverage in force until the Tenant 
Improvements are fully completed and accepted by Landlord, except for any 
Products and Completed Operation Coverage insurance required by Landlord, 
which is to be maintained for ten (10) years following completion of the work 
and acceptance by Landlord and Tenant.  All policies carried under this 
Section 4.2.2.4 shall insure Landlord and Tenant, as their interests may 
appear, as well as Contractor and Tenant's Agents.  All insurance, except 
Workers' Compensation, maintained by Tenant's Agents shall preclude 
subrogation claims by the insurer against anyone insured thereunder.  Such 
insurance shall provide that it is primary insurance as respects the owner 
and that any other insurance maintained by owner is excess and 
noncontributing with the insurance required hereunder.

                          4.2.3    GOVERNMENTAL COMPLIANCE.  The Tenant 
Improvements shall comply in all respects with the following:  (i) all 
applicable codes and other state, federal, city or quasi-governmental laws, 
codes, ordinances and regulations, as each may apply according to the rulings 
of the controlling public official, agent or other person; (ii) applicable 
standards of the American Insurance Association (formerly, the National Board 
of Fire Underwriters) and the National Electrical Code; and (iii) building 
material manufacturer's specifications.

                          4.2.4    INSPECTION BY LANDLORD.  Landlord shall 
have the right to inspect the Tenant Improvements at all reasonable times, 
provided however, that Landlord's failure to inspect the Tenant Improvements 
shall in no event constitute a waiver of any of Landlord's rights hereunder 
nor shall Landlord's inspection of the Tenant Improvements constitute 
Landlord's approval of the same.  Should Landlord reasonably disapprove any 
portion of the Tenant Improvements, Landlord shall notify Tenant in writing 
of such disapproval and shall specify the items disapproved.  Any defects or 
deviations in, and/or disapproval by Landlord of, the Tenant Improvements 
shall be rectified by Tenant at no expense to Landlord.

                          4.2.5    MEETINGS.  Commencing upon the execution 
of this Lease, Tenant shall hold weekly meetings at a reasonable time, with 
the Architect and the Contractor regarding the progress of the preparation of 
Construction Drawings and the construction of the Tenant Improvements, which 
meetings shall be held at a location reasonably acceptable to Landlord and 
Tenant, and Landlord and/or its agents shall receive prior notice of, and 
shall have the right to attend, all such meetings, and, upon Landlord's 
request, certain of Tenant's Agents shall attend such meetings.  In addition, 
minutes shall be taken at all such meetings, a copy of which minutes shall be 
promptly delivered to Landlord. One such meeting each month shall include the 
review of Contractor's current request for payment.


                              EXHIBIT "B"
                                   5
<PAGE>

                 4.3     NOTICE OF COMPLETION; COPY OF RECORD SET OF PLANS.  
Within ten (10) days after completion of construction of the Tenant 
Improvements, Tenant shall cause a Notice of Completion to be recorded in the 
office of the Recorder of the appropriate County in accordance with Section 
3093 of the Civil Code of the State of California or any successor statute, 
and shall furnish a copy thereof to Landlord upon such recordation.  If 
Tenant fails to do so, Landlord may execute and file the same on behalf of 
Tenant as Tenant's agent for such purpose, at Tenant's sole cost and expense. 
 At the conclusion of construction, (i) Tenant shall cause the Architect and 
Contractor (A) to update the Approved Working Drawings as necessary to 
reflect all changes made to the Approved Working Drawings during the course 
of construction, (B) to certify to the best of their knowledge that the 
"record-set" of as-built drawings are true and correct, which certification 
shall survive the expiration or termination of this Lease, and (C) to deliver 
to Landlord two (2) sets of copies of such record set of drawings within 
ninety (90) days following issuance of a certificate of occupancy for the 
Premises, and (ii) Tenant shall deliver to Landlord a copy of all warranties, 
guaranties, and operating manuals and information relating to the 
improvements, equipment, and systems in the Premises.
                                          
                              SECTION 5

               COMPLETION OF THE TENANT IMPROVEMENTS;
                        LEASE COMMENCEMENT DATE
                                          
                 5.1     COMMENCEMENT DATE.  Except as provided below, the 
Commencement Date shall be the earlier to occur of (i) the date upon which 
Tenant first commences to conduct business in the Premises, or (ii) ninety 
(90) days following the Access Date (as defined below); provided, however, in 
no event shall the Access Date occur before November 15, 1998.  Landlord 
shall provide at least thirty (30) days advance written notice to Tenant 
advising Tenant of the date on which Landlord reasonably expects that the 
portion of Landlord's Work necessary for Tenant to fully commence 
construction of the Tenant Improvements will be substantially complete (the 
"Access Date").  Provided that Tenant and Tenant's Agents do not interfere 
with Landlord's completion of the Landlord's Work, Landlord shall allow 
Tenant access to the Building on the Access Date (and prior thereto for 
purposes of allowing Tenant to inspect Landlord's Work) to commence 
construction of the Tenant Improvements.  Landlord shall thereafter use its 
commercially reasonable efforts to substantially complete the Landlord's Work 
as soon as reasonably possible and reasonably cooperate with Tenant to allow 
the Tenant Improvements to be completed as soon as possible.  Notwithstanding 
the foregoing,  the Access Date shall not be deemed to have occurred until 
(i) the Building is "weather tight" with the roof structure on and 
substantially complete; (ii) the sprinkler system is installed and available 
to accommodate the Tenant Improvements; (iii) all interior floors are clear 
of materials and debris; (iv) all Building inspection requirements with 
respect to the Landlord's Work are complete to the extent necessary to allow 
Tenant's Contractor to immediately commence construction of the Tenant 
Improvements without material interruption, and (v) Tenant's Contractor has 
adequate access, electrical power, parking and storage space to immediately 
commence construction of the Tenant Improvements.
                                          
                 5.2     COMMENCEMENT DATE DELAYS.  The Commencement Date 
shall occur as provided in Section 5.1 above, provided that the Commencement 
Date shall be delayed by the number of days of delay of the "substantial 
completion of the Tenant Improvements," as that term is defined below in this 
Section 5, in the Premises which is caused solely by a "Commencement Date 
Delay."  As used herein, the term "Commencement Date Delay" shall mean only 
an actual delay resulting from fire, earthquake, explosion, flood, hurricane, 
the elements, acts of God or the public enemy, war, invasion, insurrection, 
rebellion, riots, industry-wide labor strikes or lockouts (which objectively 
preclude Tenant from obtaining any source union labor or substitute materials 
necessary for completing the Tenant Improvements), or governmental acts 
(which do not specifically relate to the construction of the Tenant 
Improvements and which objectively preclude construction of tenant 
improvements in the Building by any person).
                                          
                 5.3     DETERMINATION OF COMMENCEMENT DATE DELAY.  If Tenant 
contends that a Commencement Date Delay has occurred, Tenant shall notify 
Landlord in writing within ten (10) days of each of (i) the date upon which 
such 


                              EXHIBIT "B"
                                   6
<PAGE>


Commencement Date Delay becomes known or should have become known to Tenant 
or Tenant's Agents, and (ii) the date upon which such Commencement Date Delay 
ends.  Tenant's failure to deliver either or both of such notices to Landlord 
within the required time period shall be deemed to be a waiver by Tenant of 
the contended Commencement Date Delay to which such notices would have 
related.  Promptly following receipt by Landlord of the notice described in 
item (ii), above, Landlord shall notify Tenant of Landlord's reasonable 
determination, which determination shall be conclusive and binding on Tenant 
(unless it is determined that Landlord acted unreasonably), of (A) the 
aggregate period of the Commencement Date Delay, and (B) the revised 
Commencement Date.
                                          
                 5.4     DEFINITION OF SUBSTANTIAL COMPLETION OF THE TENANT 
IMPROVEMENTS.  For purposes of this Section 5, "substantial completion of the 
Tenant Improvements" shall mean completion of construction of the Tenant 
Improvements in the Premises pursuant to the "Approved Working Drawings," 
with the exception of any punch list items, any furniture, fixtures, 
work-stations, built-in furniture or equipment (even if the same requires 
installation or electrification by Tenant's Agents), and any tenant 
improvement finish items and materials which are selected by Tenant but which 
are not available within a reasonable time (given the date of the 
Commencement Date).
                                          
                 5.5     DELAY OF THE SUBSTANTIAL COMPLETION OF LANDLORD'S 
WORK. If there shall be a delay, or there are delays, in the substantial 
completion of the Landlord's Work, or in the occurrence of any of the other 
conditions precedent to the Commencement Date, as a result of any of the 
following (any and/or all of the following "Tenant De            lay 
Occurrence(s)"):
                                          
                    5.5.1     Tenant's failure to timely approve or 
disapprove any matter requiring Tenant's approval;
                                                              
                    5.5.2     A  default by Tenant of the terms of this Work 
Letter or the Lease;
                                          
                    5.5.3     Change Orders requested or required by Tenant 
(even though such Change Orders were consented to by Landlord) to Landlord's 
Work Plans;
                                          
                    5.5.4     Any other acts of Tenant, or Tenant's Agents, 
which were not previously approved by Landlord or expressly permitted under 
the Lease or Work Letter; or
                                          
                    5.5.5     Any acts or omissions by Tenant's Agents, that 
materially adversely interfere with Landlord's ability to perform as required 
under the Lease (including the Work Letter); then, notwithstanding anything 
to the contrary set forth in this Lease or this Work Letter and regardless of 
the actual date of the substantial completion of the Landlord's Work, the 
Access Date shall be deemed to be the date the Access Date would have 
occurred if no Tenant Delay Occurrence, as set forth above, had 
occurred.  
                                          
               5.6  CHANGE ORDERS.  No changes, modifications or alterations 
in the Landlord's Work Plans, the Tenant Improvements, the Construction 
Drawings, the Final Working Drawings, or Approved Working Drawings may be 
made or required by Tenant without the prior written consent of Landlord (not 
to be unreasonably withheld or delayed).  Any such Change Order shall, at a 
minimum, contain the amount of the Tenant Improvement Allowance, if any, 
which will be expended as a result of such change, modification or 
alteration.  Also, such Change Order shall contain the number of days of 
delay arising from such change, modification or alteration, and more 
particularly, the number of days of delay arising from a Tenant Delay 
Occurrence (if any).  The number of days of delay arising from such change, 
modification or alteration (and any Tenant Delay Occurrence) shall be 
reasonably determined and agreed upon by the Contractor and Architect.  If 
the Contractor and Architect cannot reasonably agree upon the number of days 
of delay arising from such change, modification or alteration (or the number 
of days of such delay arising from a Tenant Delay Occurrence), the average of 
the Contractor's and A    rchitect's determinations shall be used.
                                          
                            SECTION 6
                                          
                          MISCELLANEOUS

               6.1  TENANT'S REPRESENTATIVE.  Tenant has designated The 
Harrison Company as its initial sole representative with respect to the 
matters set forth in this Work Letter, who, until further written notice to 
Landlord, shall have sole authority and responsibility to act on behalf of 
Tenant as 


                              EXHIBIT "B"
                                   7
<PAGE>

required in this Work Letter, including coordinating all inspections with 
Landlord's contractor and the right to inspect Landlord's Work from time to 
time so long as such representative does not interfere with the timely 
completion of Landlord's Work.

               6.2  LANDLORD'S REPRESENTATIVE.  Landlord has designated 
Anthony C. Badeaux as its sole representative with respect to the matters set 
forth in this Work Letter, who, until further written notice to Tenant, shall 
have sole authority and responsibility to act on behalf of Landlord as 
required in this Work Letter.

               6.3  TIME OF THE ESSENCE IN THIS WORK LETTER.  Unless 
otherwise indicated, all references herein to a "number of days" shall mean 
and refer to calendar days.  In all instances where Tenant is required to 
approve or deliver an item, if no written notice of approval is given or the 
item is not delivered within the stated time period, at Landlord's sole 
option, at the end of such period, the item shall automatically be deemed 
approved or delivered by Tenant and the next succeeding time period shall 
commence.

               6.4  TENANT'S LEASE DEFAULT.  Notwithstanding any provision to 
the contrary contained in the Lease, if an event of a default by Tenant as 
described in the Lease, or a default by Tenant under this Work Letter, has 
occurred at any time on or before the Substantial Completion, then (i) in 
addition to all other rights and remedies granted to Landlord pursuant to the 
Lease, Landlord shall have the right to withhold payment of all or any 
portion of the Tenant Improvement Allowance and/or Landlord may cause the 
Contractor to cease construction (in which case, Tenant shall be responsible 
for any delay in the Substantial Completion caused by such work stoppage as 
set forth in SECTION 5 of this Work Letter), and (ii) all other obligations 
of Landlord under the terms of this Work Letter shall be forgiven until such 
time as such default is cured pursuant to the terms of the Lease.

               6.5  FACSIMILE AND COUNTERPARTS.  This Work Letter shall be 
effective even if signed and transmitted by facsimile and/or in counterparts.

TENANT:                                  LANDLORD:

 SBS TECHNOLOGIES, INC., a New Mexico    CARLSBAD BUSINESS PARK, LLC, a
 corporation                             California limited liability company

                                         By:  THE KOLL COMPANY, a California
By:  /s/ James E. Dixon                       corporation, its Managing Member
     ----------------------------
Print Name:   James E. Dixon             By:  /s/ Charlie Abdi
           ----------------------            ------------------------------
                                         Name:  Charlie Abdi
                                              -----------------------------
Title: V.P. Finance and Administration   Title:    Senior Vice President
       ------------------------------           -----------------------------
      By: 
          ----------------------------

      Print Name:   
                 ---------------------
      Title:                        
            --------------------------


                              EXHIBIT "B"
                                   8
<PAGE>


                              SCHEDULE "1"

                          LANDLORD'S WORK PLANS

                               SHEET INDEX

TITLE
  T1           TITLE SHEET
  T2           GENERAL NOTES AND ACCESSIBILITY NOTES

CIVIL
  C-1          TITLE SHEET
  C-2-6        GRADING PLANS
  C-7          EROSION CONTROL NOTES
  C-8          EROSION CONTROL PLANS

LANDSCAPE
  L-1          TITLE SHEET
  L-2          PLANTING PLAN - BUILDING 2
  L-3          PLANTING PLAN - BUILDING 2
  L-4          PLANTING PLAN - BUILDING 2, PLANTING LEGEND
  L-10         PLANTING PLAN
  L-11         PLANTING DETAILS AND SPECIFICATIONS
  L-12         IRRIGATION PLAN - BUILDING 2
  L-13         IRRIGATION PLAN - BUILDING 2
  L-14         IRRIGATION PLAN - BUILDING 2, IRRIGATION LEGEND
  L-20         IRRIGATION PLAN
  L-21         IRRIGATION DETAILS & SPECIFICATIONS

ARCHITECTURAL
  A11          SITE PLAN
  A12          SITE DETAILS
  A13          ENGLARGED PAVING PLANS
  A31          FLOOR PLAN BUILDING 2
  A32          MEZZANINE PLAN BUILDING 2
  A33          ROOF PLAN BUILDING 2
  A43          BUILDING 2 - ELEVATIONS
  A51          SOFFIT PLANS BUILDING 1 & 2
  A61          WALL SECTIONS
  A62          WALL SECTIONS
  A71          DOOR SCHEDULES AND DETAILS
  A81          DETAILS
  A82          DETAILS
  A83          DETAILS
  A84          DETAILS

STRUCTURAL

  S11          GENERAL NOTES AND TYPICAL DETAILS
  S12          TYPICAL DETAILS
  S27          BUILDING 2 - FOUNDATION PLAN
  S28          BUILDING 2 - MEZZANINE FOUNDATION PLAN
  S34          BUILDING 2 - MEZZANINE FLOOR FRAMING PLAN
  S44          BUILDING 2 - ROOF FRAMING PLAN
  S56          BUILDING 2 - PANEL ELEVATIONS
  S57          BUILDING 2 - PANEL ELEVATIONS
  S58          BUILDING 1 & 2 - ENTRY FRAMED ELEVATIONS
  S61          FOUNDATION DETAILS
  S62          FOUNDATION DETAILS
  S71          FRAMING DETAILS
  S72          FRAMING DETAILS
  S73          FRAMING DETAILS
  S74          FRAMING DETAILS
  S76          FRAMING DETAILS
  S77          FRAMING DETAILS

PLUMBING

  P1           PLUMBING SITE PLAN
  P2           PLUMBING FIRST FLOOR PLAN - BUILDING 2

ELECTRICAL
  E-1          SITE ELECTRICAL PLAN SYMBOLS
  E-5          ELECTRICAL FIRST FLOOR PLAN - BUILDING 2
  E-6          METER ROOM LAYOUTS & SINGLE LINE DIAGRAM
  E-7          FIXTURES SCHEDULES BUILDING 1 & 2

<PAGE>
                                    EXHIBIT "C"
                                          
                             STANDARD INDUSTRIAL LEASE
                                          
                            [SINGLE TENANT - TRIPLE NET]
                                          
                                          
                             NOTICE OF LEASE TERM DATES
                                          

To:                         Date:
   ----------------------          -----------------------------
   ----------------------
   ----------------------

           Re:  Lease dated ________________, 19  (the "Lease"), between 
__________________________, Landlord, and _____________________, Tenant, 
concerning building located at _________________________________ (the 
"Premises").

To Whom It May Concern:

         In accordance with the subject Lease, we wish to advise and/or 
confirm as follows:

         1.    That the Landlord's Work to be constructed by Landlord in the 
Premises have been accepted by the Tenant as being substantially complete in 
accordance with the subject Lease and that there is no deficiency in 
construction except as may be indicated on the "Punch-List" prepared by 
Landlord and Tenant, a copy of which is attached hereto.

         2.    That the Tenant has possession of the subject Premises and 
acknowledges that under the provisions of the Lease the Commencement Date is  
__________________, and the Term of the Lease will expire on _____________.

         3.    That in accordance with the Lease, rent commenced to accrue on
__________________.

         4.    If the Commencement Date of the Lease is other than the first 
day of the month, the first billing will contain a pro rata adjustment.  Each 
billing thereafter will be for the full amount of the monthly installment as 
provided for in the Lease.

         5.    Rent is due and payable in advance on the first day of each 
and every month during the Term of the Lease.  Your rent checks should be 
made payable to ____________________at _______________________.

         6.    The number of Rentable Square Feet within the Premises is 
_____ square feet.


 TENANT:                                   LANDLORD:

 SBS TECHNOLOGIES, INC.., a New Mexico     CARLSBAD BUSINESS PARK, LLC, a
 corporation                               California limited liability company

                                           By:  THE KOLL COMPANY, a California
    By:                                         corporation, its Managing Member
       -------------------------
    Print Name:                            By:               
            --------------------               ------------------------------
    Title:                                 Name:                            
         -----------------------               ------------------------------
                                            Title:                        
                                               ------------------------------
    By:                           
       --------------------------
    Print Name:                   
               -------------------
    Title:                        
          ------------------------


                                   EXHIBIT "C"

                                        1
<PAGE>
                                    EXHIBIT "D"
                                          
                               ESTOPPEL CERTIFICATE
         

               The undersigned, _________________________________________
_________________________________("Landlord"), with a mailing address c/o 
________________________________ and ___________________________ ("Tenant"), 
hereby certify to __________________________________, as follows:

         1.    Attached hereto is a true, correct and complete copy of that 
certain lease dated _____________, 19 , between Landlord and Tenant (the 
"Lease"), regarding the premises located at ___________________________(the 
"Premises").  The Lease is now in full force and effect and has not been 
amended, modified or supplemented, except as set forth in Paragraph 4 below.

         2.    The Term of the Lease commenced on______________, 19_____.

         3.    The Term of the Lease shall expire on_____________, 19_____.

         4.    The Lease has:  (Initial one)

         (_________________)    not been amended, modified, supplemented,
extended, renewed or assigned.

         (_________________)    been amended, modified, supplemented, 
extended, renewed or assigned by the following described terms or agreements, 
copies of which are attached hereto:
          ____________________________________________________________
          ____________________________________________________________

         5.    Tenant has accepted and is now in possession of the Premises.

         6.    Tenant and Landlord acknowledge that Landlord's interest in 
the Lease will be assigned to ___________________________ and that no 
modification, adjustment, revision or cancellation of the Lease or amendments 
thereto shall be effective unless written consent of ________________________
is obtained, and that until further notice, payments under the Lease may 
continue as heretofore.

         7.    The amount of Monthly Base Rent is $ _________________.

         8.    The amount of security deposits (if any) is $________________.

No other security deposits have been made except as 
follows:_______________________________________________________________________ 
_______________________________________.

         9.    Tenant is paying the full lease rental which has been paid in
full as of the date hereof.  No rent or other charges under the Lease have been
paid for more than thirty (30) days in advance of its due date except as
follows: ________________________________________________________ 
_____________________________.

         10.   All work required to be performed by Landlord under the Lease has
been completed except as follows:_____________________________________________
__________________________.

         11.   There are no defaults on the part of the Landlord or Tenant under
the Lease except as follows:_____________________________________________
__________________________.


                             EXHIBIT "D"

                                 1
<PAGE>

         12.   Neither Landlord nor Tenant has any defense as to its 
obligations under the Lease and claims no set-off or counterclaim against the 
other party except as follows:_____________________________________________ 
__________________________. 

         13.   Tenant has no right to any concession (rental or otherwise) or
similar compensation in connection with renting the space it occupies other than
as provided in the Lease except as follows:_____________________________________
__________________________.

         14.   The Premises contain ______________________________ rentable
square feet.

All provisions of the Lease and the amendments thereto (if any) referred to
above are hereby ratified.

         The foregoing certification is made with the knowledge 
that_________________  is about to purchase the Building from Landlord and 
that ____________________________________________________ is relying upon the 
representations herein made in funding such loan or in purchasing the 
Building.

         IN WITNESS WHEREOF, this certificate has been duly executed and
delivered by the authorized officers of the undersigned as of 
_________ , 19_____.
 

 TENANT:                                 LANDLORD:

 SBS TECHNOLOGIES, INC.., a New Mexico   CARLSBAD BUSINESS PARK, LLC, a
 corporation                             California limited liability company

                                         By:  THE KOLL COMPANY, a California
 By:                                     corporation, its Managing Member
     ---------------------------
 Print Name:                             By:
            --------------------            ------------------------------
 Title:                                  Name:
         -----------------------              ----------------------------
                                         Title:     
                                               ---------------------------
 By:                   
    ----------------------------
 Print Name:                   
            --------------------
 Title:                        
       -------------------------


                                    EXHIBIT "D"

                                        2