<PAGE>   1
                                                                   EXHIBIT 10.17


                                 LEASE AGREEMENT
                                      (NNN)
                             BASIC LEASE INFORMATION



LEASE DATE:                       April 27, 1998

LANDLORD:                         SUNNYVALE BUSINESS PARK,
                                  A CALIFORNIA LIMITED PARTNERSHIP

LANDLORD'S ADDRESS:               c/o LPC MS, Inc.
                                  101 Lincoln Centre Drive, Fourth Floor
                                  Foster City, California 94404-1167

TENANT:                           Cardiac Pathways Corporation,
                                  a Delaware corporation

TENANT'S ADDRESS:                 995 Benecia Avenue
                                  Sunnyvale, California 94086

PREMISES:                         Approximately 8,000 rentable square feet as 
                                  shown on Exhibit A


PREMISES ADDRESS:                 824 W. California Avenue
                                  Sunnyvale, California 94086

BUILDING: WAREHOUSE A:            Approximately 102,810 rentable square feet
LOT: (BUILDING'S TAX PARCEL):     APN #165-26-002
PARK: SUNNYVALE BUSINESS PARK:    Approximately 594,788 rentable square feet

TERM:                             April 29, 1998, ("Commencement Date"), through
                                  October 31, 2000 ("Expiration Date")

BASE RENT (Paragraph 3):          Five thousand two hundred and 00/100  Dollars
                                  ($5,200.00) per month commencing April 29,
                                  1998 through April 28, 1999.

ADJUSTMENTS TO BASE RENT:         Effective 4/29/1999, the Base Rent shall 
                                  increase to $5,400.00 per month
                                  Effective 4/29/2000, the Base Rent shall
                                  increase to $5,600.00 per month

Security Deposit (Paragraph 4):   Twenty thousand eight hundred and 00/100
                                  Dollars ($20,800.00), subject to Section 4
                                  of the Lease.

*TENANT'S SHARE OF OPERATING EXPENSES (Paragraph 6.1):   7.78% of the Building
*TENANT'S SHARE OF TAX EXPENSES (Paragraph 6.2):         7.78% of the Building
*TENANT'S SHARE OF COMMON AREA UTILITY COSTS
 (Paragraph 7):                                          7.78% of the Building
*TENANT'S SHARE OF UTILITY EXPENSES (Paragraph 7):       7.78% of the Building
*The amount of Tenant's Share of the expenses as referenced above shall be
subject to modification as set forth in this Lease.

PERMITTED USES (Paragraph 9):     The warehouse, storage office and testing of
                                  medical device goods, but only to the extent
                                  permitted by the City of Sunnyvale and all
                                  agencies and governmental authorities having
                                  jurisdiction thereof

UNRESERVED
PARKING SPACES:                   Eight (8) non-exclusive and non-designated
                                  spaces

BROKER (Paragraph 38):            Cooper-Brady for Tenant
                                  LPC MS, Inc. for Landlord

EXHIBITS:                         Exhibit A -   Premises, Building, Lot 
                                                and/or Park
                                  Exhibit B -   Intentionally omitted
                                  Exhibit C -   Rules and Regulations
                                  Exhibit D -   Covenants, Conditions and 
                                                Restrictions
                                  Exhibit E -   Hazardous Materials Disclosure 
                                                Certificate - Example
                                  Exhibit F -   Change of Commencement Date -
                                                Example
                                  Exhibit G -   Tenant's Initial Hazardous 
                                                Materials Disclosure Certificate
                                  Exhibit H     Sign Criteria (Intentionally
                                                omitted)




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<PAGE>   2

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
SECTION                                                                                                         PAGE
<S>    <C>                                                                                                       <C>
 1.    PREMISES...................................................................................................3
 2.    ADJUSTMENT OF COMMENCEMENT DATE; CONDITION OF THE PREMISES.................................................3
 3.    RENT.......................................................................................................3
 4.    SECURITY DEPOSIT...........................................................................................4
 5.    TENANT IMPROVEMENTS........................................................................................4
 6.    ADDITIONAL RENT............................................................................................4
 7.    UTILITIES..................................................................................................7
 8.    LATE CHARGES...............................................................................................7
 9.    USE OF PREMISES............................................................................................8
10.    ALTERATIONS AND ADDITIONS; AND SURRENDER OF PREMISES.......................................................9
11.    REPAIRS AND MAINTENANCE....................................................................................9
12.    INSURANCE.................................................................................................10
13.    WAIVER OF SUBROGATION.....................................................................................11
14.    LIMITATION OF LIABILITY AND INDEMNITY.....................................................................12
15.    ASSIGNMENT AND SUBLEASING.................................................................................12
16.    AD VALOREM TAXES..........................................................................................13
17.    SUBORDINATION.............................................................................................14
18.    RIGHT OF ENTRY............................................................................................14
19.    ESTOPPEL CERTIFICATE......................................................................................14
20.    TENANT'S DEFAULT..........................................................................................15
21.    REMEDIES FOR TENANT'S DEFAULT.............................................................................15
22.    HOLDING OVER..............................................................................................16
23.    LANDLORD'S DEFAULT (Intentionally Omitted)................................................................16
24.    PARKING...................................................................................................17
25.    SALE OF PREMISES..........................................................................................17
26.    WAIVER....................................................................................................17
27.    CASUALTY DAMAGE...........................................................................................17
28.    CONDEMNATION..............................................................................................18
29.    ENVIRONMENTAL MATTERS/HAZARDOUS MATERIALS.................................................................18
30.    FINANCIAL STATEMENTS......................................................................................20
31.    GENERAL PROVISIONS........................................................................................20
32.    SIGNS.....................................................................................................22
33.    MORTGAGEE PROTECTION......................................................................................22
34.    QUITCLAIM.................................................................................................22
35.    MODIFICATIONS FOR LENDER..................................................................................22
36.    WARRANTIES OF TENANT......................................................................................22
37.    COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT...........................................................22
38.    BROKERAGE COMMISSION......................................................................................23
39.    QUIET ENJOYMENT...........................................................................................23
40.    LANDLORD'S ABILITY TO PERFORM TENANT'S UNPERFORMED OBLIGATIONS............................................23
41.    CONDITION OF EFFECTIVENESS OF LEASE.......................................................................24
</TABLE>




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<PAGE>   3

                                 LEASE AGREEMENT


DATE:         This Lease is made and entered into as of the Lease Date set forth
              on Page 1. The Basic Lease Information set forth on Page 1 and
              this Lease are and shall be construed as a single instrument.


1.      PREMISES: Landlord hereby leases the Premises to Tenant upon the terms
and conditions contained herein. Landlord hereby grants to Tenant a license for
the right to use, on a non-exclusive basis, parking areas and ancillary
facilities located within the Common Areas of the Park, subject to the terms of
this Lease. Landlord and Tenant hereby agree that for purposes of this Lease, as
of the Lease Date, the rentable square footage area of the Premises, the
Building, the Lot and the Park shall be deemed to be the number of rentable
square feet as set forth in the Basic Lease Information on Page 1. Tenant hereby
acknowledges that the rentable square footage of the Premises may include a
proportionate share of certain areas used in common by all occupants of the
Building and/or the Park (for example an electrical room or telephone room).
Tenant further agrees that the number of rentable square feet of the Building,
the Lot and the Park may subsequently change after the Lease Date commensurate
with any modifications to any of the foregoing by Landlord, and Tenant's Share
shall accordingly change.


2.      ADJUSTMENT OF COMMENCEMENT DATE; CONDITION OF THE PREMISES:

        2.1     If Landlord cannot deliver possession of the Premises on the
Commencement Date, Landlord shall not be subject to any liability nor shall the
validity of the Lease be affected; provided, the Lease Term and the obligation
to pay Rent shall commence on the date possession is tendered and the Expiration
Date shall be extended commensurately. In the event the commencement date and/or
the expiration date of this Lease is other than the Commencement Date and/or
Expiration Date specified in the Basic Lease Information, as the case may be,
Landlord and Tenant shall execute a written amendment to this Lease,
substantially in the form of Exhibit F hereto, wherein the parties shall specify
the actual commencement date, expiration date and the date on which Tenant is to
commence paying Rent. The word "Term" whenever used herein refers to the initial
term of this Lease and any extension thereof. By taking possession of the
Premises, Tenant shall be deemed to have accepted the Premises in its existing
condition and state of repair. Tenant hereby acknowledges and agrees that
neither Landlord nor Landlord's agents or representatives has made any
representations or warranties as to the suitability, safety or fitness of the
Premises for the conduct of Tenant's business, Tenant's intended use of the
Premises or for any other purpose.

        2.2     In the event Landlord permits Tenant to occupy the Premises
prior to the Commencement Date, such occupancy shall be at Tenant's sole risk
and subject to all the provisions of this Lease, including, but not limited to,
the requirement to pay Rent and the Security Deposit, and to obtain the
insurance required pursuant to this Lease and to deliver insurance certificates
as required herein. In addition to the foregoing, Landlord shall have the right
to impose such additional conditions on Tenant's early entry as Landlord shall
deem appropriate. If, at any time, Tenant is in default of any term, condition
or provision of this Lease, any such waiver by Landlord of Tenant's requirement
to pay rental payments shall be null and void and Tenant shall immediately pay
to Landlord all rental payments so waived by Landlord.


3.      RENT: On the date that Tenant executes this Lease, Tenant shall deliver
to Landlord the original executed Lease, the Base Rent in the amount of
$31,200.00 (which shall be applied against the Base Rent payable for the first
six (6) months Tenant is required to pay Base Rent), the Security Deposit, and
all insurance certificates evidencing the insurance required to be obtained by
Tenant under Section 12 of this Lease. Tenant agrees to pay Landlord, without
prior notice or demand, or abatement, offset, deduction or claim, the Base Rent
described in the Basic Lease Information, payable in advance at Landlord's
address specified in the Basic Lease Information on the Commencement Date and
thereafter on the first (1st) day of each month throughout the balance of the
Term of the Lease. In addition to the Base Rent set forth in the Basic Lease
Information, Tenant shall pay Landlord in advance on the Commencement Date and
thereafter on the first (1st) day of each month throughout the balance of the
Term of this Lease, as Additional Rent, Tenant's Share of Operating Expenses,
Tax Expenses, Common Area Utility Costs, and Utility Expenses, as well as the
Administrative Expenses. Tenant shall also pay to Landlord as Additional Rent
hereunder, immediately on Landlord's demand therefor, any and all costs and
expenses incurred by Landlord to enforce the provisions of this Lease,
including, but not limited to, costs associated with the delivery of notices,
delivery and recordation of notice(s) of default, attorneys' fees, expert fees,
court costs and filing fees (collectively, the "Enforcement Expenses"). The term
"Rent" whenever used herein refers to the aggregate of all these amounts. If
Landlord permits Tenant to occupy the Premises without requiring Tenant to pay
rental payments for a period of time, the waiver of the requirement to pay
rental payments shall only apply to waiver of the Base Rent and Tenant shall
otherwise perform all other obligations of Tenant required hereunder. The Rent
for any fractional part of a calendar month at the commencement or termination
of the Lease term shall be a prorated amount of the Rent for a full calendar
month based upon a thirty (30) day month. The prorated Rent shall be





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<PAGE>   4

paid on the Commencement Date and the first day of the calendar month in which
the date of termination occurs, as the case may be.


4.      SECURITY DEPOSIT: Upon Tenant's execution of this Lease, Tenant shall
deliver to Landlord, as a Security Deposit for the performance by Tenant of its
obligations under this Lease, the amount specified in the Basic Lease
Information. If Tenant is in default (beyond any applicable notice and cure
periods described in Section 20 of the Lease), Landlord may, but without
obligation to do so, use the Security Deposit, or any portion thereof, to cure
the default or to compensate Landlord for all damages sustained by Landlord
resulting from Tenant's default, including, but not limited to the Enforcement
Expenses. Tenant shall, immediately on demand, pay to Landlord a sum equal to
the portion of the Security Deposit so applied or used so as to replenish the
amount of the Security Deposit held to increase such deposit to the amount
initially deposited with Landlord. At any time after Tenant has defaulted
hereunder, Landlord may require an increase in the amount of the Security
Deposit required hereunder for the then balance of the Lease Term and Tenant
shall, immediately on demand, pay to Landlord additional sums in the amount of
such increase. As soon as practicable after the termination of this Lease,
Landlord shall return the Security Deposit to Tenant, less such amounts as are
reasonably necessary, as determined solely by Landlord, to remedy Tenant's
default(s) hereunder or to otherwise restore the Premises to a clean and safe
condition, reasonable wear and tear excepted. If the cost to restore the
Premises exceeds the amount of the Security Deposit, Tenant shall promptly
deliver to Landlord any and all of such excess sums as reasonably determined by
Landlord. Landlord shall not be required to keep the Security Deposit separate
from other funds, and, unless otherwise required by law, Tenant shall not be
entitled to interest on the Security Deposit. In no event or circumstance shall
Tenant have the right to any use of the Security Deposit and, specifically,
Tenant may not use the Security Deposit as a credit or to otherwise offset any
payments required hereunder, including, but not limited to, Rent or any portion
thereof. Notwithstanding the above, provided Tenant is not or has not been in
default of the Lease (beyond any applicable notice and cure periods described in
Section 20 of the Lease), Landlord shall apply $5,200 of the Security Deposit
shall be applied to the Base Rent due in month 17 and month 25 of the Lease Term
and the amount of the Security Deposit will be thereby reduced by said amounts.


5.      TENANT IMPROVEMENTS: Tenant hereby accepts the Premises as suitable for
Tenant's intended use and as being in an "AS IS" condition. Tenant acknowledges
and agrees that neither Landlord nor any of Landlord's agents, representatives
or employees has made any representations as to the suitability, fitness or
condition of the Premises for the conduct of Tenant's business or for any other
purpose, including without limitation, any storage incidental thereto. Tenant
further acknowledges and agrees that neither Landlord nor any of Landlord's
agents, representatives or employees has agreed to perform or undertake (i) any
alterations to the Premises, or (ii) construct any improvements in or to the
Premises (collectively, "Tenant Improvements"). Any exception to the foregoing
provisions must be made by express written agreement by both parties. However,
Tenant shall have the right to remove, at its sole cost and expense, a wall in
the existing office area. Tenant agrees at Landlord's discretion to replace said
wall upon the termination of the Lease.


6.      ADDITIONAL RENT : It is intended by Landlord and Tenant that this Lease
be a "triple net lease." The costs and expenses described in this Section 6 and
all other sums, charges, costs and expenses specified in this Lease other than
Base Rent are to be paid by Tenant to Landlord as additional rent (collectively,
"Additional Rent").

        6.1     OPERATING EXPENSES: In addition to the Base Rent set forth in
Section 3, Tenant shall pay Tenant's Share, which is specified in the Basic
Lease Information, of all Operating Expenses as Additional Rent. The term
"Operating Expenses" as used herein shall mean the total amounts paid or payable
by Landlord in connection with the ownership, maintenance, repair and operation
of the Premises, the Building and the Lot, and where applicable, of the Park
referred to in the Basic Lease Information. The amount of Tenant's Share of
Operating Expenses shall be reviewed from time to time by Landlord and shall be
subject to modification by Landlord if there is a change in the rentable square
footage of the Premises, the Building and/or the Park. Notwithstanding the
foregoing, Operating Expenses incurred for common areas of the Park shall be
allocated on a pro rated and equitable basis to the Building. These Operating
Expenses may include, but are not limited to:

                6.1.1   Landlord's cost of repairs to, and maintenance of, the
        non-structural portion of the roof, the roof membrane and the
        non-structural portions of the exterior walls of the Building;

                6.1.2   Landlord's cost of maintaining the outside paved area,
        landscaping and other common areas for the Park. The term "Common Areas"
        shall mean all areas and facilities within the Park exclusive of the
        Premises and the other portions of the Park leasable exclusively to
        other tenants. The Common Areas include, but are not limited to,
        interior lobbies, mezzanines, parking areas, access and perimeter roads,
        sidewalks, rail spurs, landscaped areas and similar areas and
        facilities;



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<PAGE>   5

                6.1.3   Landlord's annual cost of insurance insuring against
        fire and extended coverage (including, if Landlord elects, "all risk" or
        "special purpose" coverage) and all other insurance, including, but not
        limited to, earthquake, flood and/or surface water endorsements for the
        Building, the Lot and the Park (including the Common Areas), rental
        value insurance against loss of Rent in an amount equal to the amount of
        Rent for a period of at least six (6) months commencing on the date of
        loss, and subject to the provisions of Section 27 below, any deductible;

                6.1.4   Landlord's cost of: (i) modifications and/or new
        improvements to the Building, the Common Areas and/or the Park
        occasioned by any rules, laws or regulations effective subsequent to the
        date on which the Building was originally constructed; (ii) reasonably
        necessary replacement improvements to the Building, the Common Areas and
        the Park after the Lease Date; and (iii) new improvements to the
        Building, the Common Areas and/or the Park that reduce operating costs
        or improve life/safety conditions, all as reasonably determined by
        Landlord, in its sole discretion;

                6.1.5   If Landlord elects to so procure, Landlord's cost of
        preventative maintenance, and repair contracts including, but not
        limited to, contracts for elevator systems and heating, ventilation and
        air conditioning systems, lifts for disabled persons, and trash or
        refuse collection;

                6.1.6   Landlord's cost of security and fire protection services
        for the Building and/or the Park, as the case may be, if in Landlord's
        sole discretion such services are provided;

                6.1.7   Landlord's cost of supplies, equipment, rental equipment
        and other similar items used in the operation and/or maintenance of the
        Park; and

                6.1.8   Landlord's cost for the repairs and maintenance items
        set forth in Section 11.2 below.

                Notwithstanding anything to the contrary contained herein, for
purposes of this Lease, the term "Operating Expenses" shall not include the
following:

                (a)     Costs (including permit, license, and inspection fees)
        incurred in renovating, improving, decorating, painting, or redecorating
        vacant space or space for other tenants within the Park;

                (b)     Costs incurred because Landlord or another tenant
        actually violated the terms of any lease for premises within the
        Buildings and/or Park;

                (c)     Legal and auditing fees (other than those fees
        reasonably incurred in connection with the maintenance and operation of
        the Buildings and/or Park), leasing commissions, advertising expenses,
        and other costs incurred in connection with the original development or
        original leasing of the Buildings and/or Park or future re-leasing of
        the Buildings and/or Park;

                (d)     Depreciation of the Buildings or any other improvements
        situated within the Park;

                (e)     Any items for which Landlord is actually reimbursed by
        insurance or by direct reimbursement by any other tenant of the
        Buildings or Park;

                (f)     Costs of repairs or other work necessitated by fire,
        windstorm or other casualty (excluding any commercially reasonable
        deductibles) and/or costs of repair or other work necessitated by the
        exercise of the right of eminent domain to the extent insurance proceeds
        or a condemnation award, as applicable, is actually received by Landlord
        for such purposes; provided such costs of repairs or other work shall be
        paid by the parties in accordance with the provisions of Sections 27 and
        28 below;

                (g)     Other than any interest charges for capital improvements
        referred to in Section 6.1.4 hereinabove, any interest or payments on
        any financing for the Buildings or the Park, interest and penalties
        incurred as a result of Landlord's late payment of any invoice (provided
        that Tenant pays Tenant's Share of Operating Expenses and Tax Expenses
        to Landlord when due as set forth herein), and any bad debt loss, rent
        loss or reserves for same;

                (h)     Costs associated with the investigation and/or
        remediation of Hazardous Materials (hereafter defined) present in, on or
        about the Premises, the Buildings or the Park, unless such costs and
        expenses are the responsibility of Tenant as provided in Section 29 of
        this Lease, in which event such costs and expenses shall be paid solely
        by Tenant in accordance with the provisions of Section 29 of this Lease;

                (i)     Costs of correcting defects in the initial design or
        construction of the Shell Improvements or the repair or replacement of
        any original materials and equipment as a result of such defects, as
        long as such defects are covered by warranties from the contractors
        performing such work and Landlord has actually received compensation
        therefor; and




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<PAGE>   6

                (j)     Landlord's cost for the repairs and maintenance items
        set forth in Section 11.3 below.

        6.2     TAX EXPENSES: In addition to the Base Rent set forth in Section
3, Tenant shall pay its share, which is specified in the Basic Lease
Information, of all real property taxes applicable to the land and improvements
included within the Lot on which the Premises are situated and one hundred
percent (100%) of all personal property taxes now or hereafter assessed or
levied against the Premises or Tenant's personal property. The amount of
Tenant's Share of Tax Expenses shall be reviewed from time to time by Landlord
and shall be subject to modification by Landlord if there is a change in the
rentable square footage of the Premises, the Building and/or the Park. Tenant
shall also pay one hundred percent (100%) of any increase in real property taxes
attributable, in Landlord's reasonable discretion, to any and all alterations or
other improvements of any kind, which are above standard improvements
customarily installed for similar buildings located within the Building or the
Park (as applicable), whatsoever placed in, on or about the Premises for the
benefit of, at the request of, or by Tenant. The term "Tax Expenses" shall mean
and include, without limitation, any form of tax and assessment (general,
special, supplemental, ordinary or extraordinary), commercial rental tax,
payments under any improvement bond or bonds, license fees, license tax,
business license fee, rental tax, transaction tax, levy, or penalty imposed by
authority having the direct or indirect power of tax (including any city,
county, state or federal government, or any school, agricultural, lighting,
drainage or other improvement district thereof) as against any legal or
equitable interest of Landlord in the Premises, the Building, the Lot or the
Park, as against Landlord's right to rent or as against Landlord's business of
leasing the Premises or the occupancy of Tenant or any other tax, fee, or
excise, however described, including, but not limited to, any value added tax,
or any tax imposed in substitution (partially or totally) of any tax previously
included within the definition of real property taxes, or any additional tax the
nature of which was previously included within the definition of real property
taxes. The term "Tax Expenses" shall not include any franchise, estate,
inheritance, net income, or excess profits tax imposed upon Landlord.

        6.3     ADMINISTRATIVE EXPENSES: The Administrative Expenses set forth
in this Section 6.3 are considered part of Additional Rent. In addition to the
Base Rent set forth in Section 3 hereof, Tenant shall pay Landlord, without
prior notice or demand, commencing on the Commencement Date and continuing
thereafter on the first (1st) day of each month throughout the balance of the
Term of this Lease, as compensation to Landlord for accounting and management
services rendered on behalf of the Building and/or the Park, one-twelfth
(1/12th) of an amount equal to ten percent (10%) of the estimated amount of the
aggregate of the Tenant's Share of (i) the total Operating Expenses and Tax
Expenses as described in Sections 6.1 and 6.2 above, respectively, and (ii) all
Common Area Utility Costs for the Park and Utility Expenses for the Premises as
described in Section 7 below (collectively, the "Administrative Expenses"). Any
reconciliation of the Administrative Expenses shall be substantially in the same
manner as specified in Section 6.5 below, to the extent such provisions are
applicable. Tenant's obligation to pay such Administrative Expenses shall
survive the expiration or earlier termination of this Lease.

        6.4     PAYMENT OF EXPENSES: Landlord shall estimate Tenant's Share of
the Operating Expenses and Tax Expenses for the calendar year in which the Lease
commences. Commencing on the Commencement Date, one-twelfth (1/12th) of this
estimated amount shall be paid by Tenant to Landlord, as Additional Rent, and
thereafter on the first (1st) day of each month throughout the remaining months
of such calendar year. Thereafter, Landlord may estimate such expenses as of the
beginning of each calendar year during the Term of this Lease and Tenant shall
pay one-twelfth (1/12th) of such estimated amount as Additional Rent hereunder
on the first (1st) day of each month during such calendar year and for each
ensuing calendar year throughout the Term of this Lease. Tenant's obligation to
pay Tenant's Share of Operating Expenses and Tax Expenses shall survive the
expiration or earlier termination of this Lease.

        6.5     ANNUAL RECONCILIATION: By June 30th of each calendar year, or as
soon thereafter as reasonably possible Landlord shall endeavor to furnish Tenant
with an accounting of actual Operating Expenses and Tax Expenses. Within thirty
(30) days of Landlord's delivery of such accounting, Tenant shall pay to
Landlord the amount of any underpayment. Notwithstanding the foregoing, failure
by Landlord to give such accounting by such date shall not constitute a waiver
by Landlord of its right to collect any of Tenant's underpayment at any time.
Landlord shall credit the amount of any overpayment by Tenant toward the next
estimated monthly installment(s) falling due, or where the Term of the Lease has
expired, refund the amount of overpayment to Tenant. If the Term of the Lease
expires prior to the annual reconciliation of expenses Landlord shall have the
right to reasonably estimate Tenant's Share of such expenses, and if Landlord
determines that an underpayment is due, Tenant hereby agrees that Landlord shall
be entitled to deduct such underpayment from Tenant's Security Deposit. If
Landlord reasonably determines that an overpayment has been made by Tenant,
Landlord shall refund said overpayment to Tenant as soon as practicable
thereafter. Notwithstanding the foregoing, failure of Landlord to accurately
estimate Tenant's Share of such expenses or to otherwise perform such
reconciliation of expenses, including without limitation, Landlord's failure to
deduct any portion of any underpayment from Tenant's Security Deposit, shall not
constitute a waiver of Landlord's right to collect any of Tenant's underpayment
at any time during the Term of the Lease or at any time after the expiration or
earlier termination of this Lease.




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<PAGE>   7

        6.6     AUDIT: After delivery to Landlord of at least thirty (30) days
prior written notice, Tenant, at its sole cost and expense through any
accountant designated by it, shall have the right to examine and/or audit the
books and records evidencing such costs and expenses for the previous one (1)
calendar year, during Landlord's reasonable business hours but not more
frequently than once during any calendar year. Any such accounting firm
designated by Tenant may not be compensated on a contingency fee basis. The
results of any such audit (and any negotiations between the parties related
thereto) shall be maintained strictly confidential by Tenant and its accounting
firm and shall not be disclosed, published or otherwise disseminated to any
other party other than to Landlord and its authorized agents. Landlord and
Tenant shall use their best efforts to cooperate in such negotiations and to
promptly resolve any discrepancies between Landlord and Tenant in the accounting
of such costs and expenses.


7.      UTILITIES: Utility Expenses, Common Area Utility Costs and all other
sums or charges set forth in this Section 7 are considered part of Additional
Rent. In addition to the Base Rent set forth in Section 3 hereof, Tenant shall
pay the cost of all water, sewer use, sewer discharge fees and sewer connection
fees, gas, heat, electricity, refuse pickup, janitorial service, telephone and
other utilities billed or metered separately to the Premises and/or Tenant.
Tenant shall also pay Tenant's Share of any assessments or charges for utility
or similar purposes included within any tax bill for the Lot on which the
Premises are situated, including, without limitation, entitlement fees,
allocation unit fees, and/or any similar fees or charges, and any penalties
related thereto. For any such utility fees or use charges that are not billed or
metered separately to Tenant, including without limitation, water and refuse
pick up charges, Tenant shall pay to Landlord, as Additional Rent, without prior
notice or demand, on the Commencement Date and thereafter on the first (1st) day
of each month throughout the balance of the Term of this Lease the amount which
is attributable to Tenant's use of the utilities or similar services, as
reasonably estimated and determined by Landlord based upon factors such as size
of the Premises and intensity of use of such utilities by Tenant such that
Tenant shall pay the portion of such charges reasonably consistent with Tenant's
use of such utilities and similar services ("Utility Expenses"). If Tenant
disputes any such estimate or determination, then Tenant shall either pay the
estimated amount or cause the Premises to be separately metered at Tenant's sole
expense. In addition, Tenant shall pay to Landlord Tenant's Share of any Common
Area utility costs, fees, charges or expenses ("Common Area Utility Costs").
Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated amount of
Tenant's Share of the Common Area Utility Costs on the Commencement Date and
thereafter on the first (1st) day of each month throughout the balance of the
Term of this Lease and any reconciliation thereof shall be substantially in the
same manner as specified in Section 6.5 above. The amount of Tenant's Share of
Common Area Utility Costs shall be reviewed from time to time by Landlord and
shall be subject to modification by Landlord if there is a change in the
rentable square footage of the Premises, the Building and/or the Park. Tenant
acknowledges that the Premises may become subject to the rationing of utility
services or restrictions on utility use as required by a public utility company,
governmental agency or other similar entity having jurisdiction thereof.
Notwithstanding any such rationing or restrictions on use of any such utility
services, Tenant acknowledges and agrees that its tenancy and occupancy
hereunder shall be subject to such rationing restrictions as may be imposed upon
Landlord, Tenant, the Premises, the Building or the Park, and Tenant shall in no
event be excused or relieved from any covenant or obligation to be kept or
performed by Tenant by reason of any such rationing or restrictions. Tenant
further agrees to timely and faithfully pay, prior to delinquency, any amount,
tax, charge, surcharge, assessment or imposition levied, assessed or imposed
upon the Premises, or Tenant's use and occupancy thereof. Notwithstanding
anything to the contrary contained herein, if permitted by applicable Laws,
Landlord shall have the right at any time and from time to time during the Term
of this Lease to either contract for service from a different company or
companies (each such company shall be referred to herein as an "Alternate
Service Provider") other than the company or companies presently providing
electricity service for the Building or the Park (the "Electric Service
Provider") or continue to contract for service from the Electric Service
Provider, at Landlord's sole discretion. Tenant hereby agrees to cooperate with
Landlord, the Electric Service Provider, and any Alternate Service Provider at
all times and, as reasonably necessary, shall allow Landlord, the Electric
Service Provider, and any Alternate Service Provider reasonable access to the
Building's electric lines, feeders, risers, wiring, and any other machinery
within the Premises.


8.      LATE CHARGES: Any and all sums or charges set forth in this Section 8
are considered part of Additional Rent. Tenant acknowledges that late payment
(the second day of each month or any time thereafter) by Tenant to Landlord of
Base Rent, Tenant's Share of Operating Expenses, Tax Expenses, Common Area
Utility Costs, and Utility Expenses, Administrative Expenses or other sums due
hereunder, will cause Landlord to incur costs not contemplated by this Lease,
the exact amount of such costs being extremely difficult and impracticable to
fix. Such costs include, without limitation, processing and accounting charges,
and late charges that may be imposed on Landlord by the terms of any note
secured by any encumbrance against the Premises, and late charges and penalties
due to the late payment of real property taxes on the Premises. Therefore, if
any installment of Rent or any other sum due from Tenant is not received by
Landlord when due, Tenant shall promptly pay to Landlord all of the following,
as applicable: (a) an additional sum equal to ten percent (10%) of such
delinquent amount, (b) the amount of seventy-five dollars ($75) for each
three-day notice prepared for, or served on, Tenant, (c) the amount of fifty
dollars ($50) relating to checks for which there are not sufficient funds. If
Tenant delivers to Landlord a check for which there are not sufficient funds,
Landlord may, at its sole option, require Tenant to replace such check with a
cashier's check for the amount of such check and all other charges





                                       7
<PAGE>   8

payable hereunder. The parties agree that this late charge and the other charges
referenced above represent a fair and reasonable estimate of the costs that
Landlord will incur by reason of late payment by Tenant. Acceptance of any late
charge or other charges shall not constitute a waiver by Landlord of Tenant's
default with respect to the delinquent amount, nor prevent Landlord from
exercising any of the other rights and remedies available to Landlord for any
other breach of Tenant under this Lease. If a late charge or other charge
becomes payable for any three (3) installments of Rent within any twelve (12)
month period, then Landlord, at Landlord's sole option, can either require the
Rent be paid quarterly in advance, or be paid monthly in advance by cashier's
check or by electronic funds transfer.


9.      USE OF PREMISES:

        9.1     COMPLIANCE WITH LAWS, RECORDED MATTERS, AND RULES AND
REGULATIONS: The Premises are to be used solely for the purposes and uses
specified in the Basic Lease Information and for no other uses or purposes
without Landlord's prior written consent, which consent shall not be
unreasonably withheld or delayed so long as the proposed use (i) does not
involve the use of Hazardous Materials other than as expressly permitted under
the provisions of Section 29 below, (ii) does not require any additional parking
in excess of the parking spaces already licensed to Tenant pursuant to the
provisions of Section 24 of this Lease, and (iii) is compatible and consistent
with the other uses then being made in the Park and in other similar types of
buildings in the vicinity of the Park, as reasonably determined by Landlord. The
use of the Premises by Tenant and its employees, representatives, agents,
invitees, licensees, subtenants, customers or contractors (collectively,
"Tenant's Representatives") shall be subject to, and at all times in compliance
with, (a) any and all applicable laws, ordinances, statutes, orders and
regulations as same exist from time to time (collectively, the "Laws"), (b) any
and all documents, matters or instruments, including without limitation, any
declarations of covenants, conditions and restrictions, and any supplements
thereto, each of which has been or hereafter is recorded in any official or
public records with respect to the Premises, the Building, the Lot and/or the
Park, or any portion thereof (collectively, the "Recorded Matters"), and (c) any
and all rules and regulations set forth in Exhibit C, attached to and made a
part of this Lease, and any other reasonable rules and regulations promulgated
by Landlord now or hereafter enacted relating to parking and the operation of
the Premises, the Building and the Park (collectively, the "Rules and
Regulations"). Tenant agrees to, and does hereby, assume full and complete
responsibility to ensure that the Premises are adequate to fully meet the needs
and requirements of Tenant's intended operations of its business within the
Premises, and Tenant's use of the Premises and that same are in compliance with
all applicable Laws throughout the Term of this Lease. Additionally, Tenant
shall be solely responsible for the payment of all costs, fees and expenses
associated with any modifications, improvements or alterations to the Premises,
Building, the Common Areas and/or the Park occasioned by the enactment of, or
changes to, any Laws to the extent such modifications, improvements or
alterations are necessitated due to Tenant's particular use of the Premises or
alterations, improvements or additions made to the Premises by or on behalf of
Tenant regardless of when such Laws became effective.

        9.2     PROHIBITION ON USE: Tenant shall not use the Premises or permit
anything to be done in or about the Premises nor keep or bring anything therein
which will in any way conflict with any of the requirements of the Board of Fire
Underwriters or similar body now or hereafter constituted or in any way increase
the existing rate of or affect any policy of fire or other insurance upon the
Building or any of its contents, or cause a cancellation of any insurance
policy. No auctions may be held or otherwise conducted in, on or about the
Premises, the Building, the Lot or the Park without Landlord's written consent
thereto, which consent may be given or withheld in Landlord's sole discretion.
Tenant shall not do or permit anything to be done in or about the Premises which
will in any way obstruct or interfere with the rights of Landlord, other tenants
or occupants of the Building, other buildings in the Park, or other persons or
businesses in the area, or injure or annoy other tenants or use or allow the
Premises to be used for any unlawful purpose, as determined by Landlord, in its
reasonable discretion, for the benefit, quiet enjoyment and use by Landlord and
all other tenants or occupants of the Building or other buildings in the Park;
nor shall Tenant cause, maintain or permit any private or public nuisance in, on
or about the Premises, Building, Park and/or the Common Areas, including, but
not limited to, any offensive odors, noises, fumes or vibrations. Tenant shall
not damage or deface or otherwise commit or suffer to be committed any waste in,
upon or about the Premises. Tenant shall not place or store, nor permit any
other person or entity to place or store, any property, equipment, materials,
supplies, personal property or any other items or goods outside of the Premises
for any period of time. Tenant shall not permit any animals, including, but not
limited to, any household pets, to be brought or kept in or about the Premises.
Tenant shall place no loads upon the floors, walls, or ceilings in excess of the
maximum designed load permitted by the applicable Uniform Building Code or which
may damage the Building or outside areas; nor place any harmful liquids in the
drainage systems; nor dump or store waste materials, refuse or other such
materials, or allow such to remain outside the Building area, except for any
non-hazardous or non-harmful materials which may be stored in refuse dumpsters
or in any enclosed trash areas provided. Tenant shall honor the terms of all
Recorded Matters relating to the Premises, the Building, the Lot and/or the
Park. Tenant shall honor the Rules and Regulations. If Tenant fails to comply
with such Laws, Recorded Matters, Rules and Regulations or the provisions of
this Lease, Landlord shall have the right to collect from Tenant a reasonable
sum as a penalty, in addition to all rights and remedies of Landlord hereunder
including, but not limited to, the payment by Tenant to Landlord of all
Enforcement






                                       8
<PAGE>   9

Expenses and Landlord's costs and expenses, if any, to cure any of such failures
of Tenant, if Landlord, at its sole option, elects to undertake such cure.


10.     ALTERATIONS AND ADDITIONS; AND SURRENDER OF PREMISES:

        10.1    ALTERATIONS AND ADDITIONS: Tenant shall not install any signs,
fixtures, improvements, nor make or permit any other alterations or additions to
the Premises without the prior written consent of Landlord. If any such
alteration or addition is expressly permitted by Landlord, Tenant shall deliver
at least twenty (20) days prior notice to Landlord, from the date Tenant intends
to commence construction, sufficient to enable Landlord to post a Notice of
Non-Responsibility. In all events, Tenant shall obtain all permits or other
governmental approvals prior to commencing any of such work and deliver a copy
of same to Landlord. All alterations and additions shall be installed by a
licensed contractor approved by Landlord, at Tenant's sole expense in compliance
with all applicable Laws (including, but not limited to, the ADA as defined
herein), Recorded Matters, and Rules and Regulations. Tenant shall keep the
Premises and the property on which the Premises are situated free from any liens
arising out of any work performed, materials furnished or obligations incurred
by or on behalf of Tenant. As a condition to Landlord's consent to the
installation of any fixtures, additions or other improvements, Landlord may
require Tenant to post and obtain a completion and indemnity bond for up to one
hundred fifty percent (150%) of the cost of the work.

        10.2    SURRENDER OF PREMISES: Upon the termination of this Lease,
whether by forfeiture, lapse of time or otherwise, or upon the termination of
Tenant's right to possession of the Premises, Tenant will at once surrender and
deliver up the Premises, together with the fixtures (other than trade fixtures),
additions and improvements which Landlord has notified Tenant, in writing, that
Landlord will require Tenant not to remove, and in the condition in which the
Premises existed as of the Commencement Date, except for reasonable wear and
tear. Reasonable wear and tear shall not include any damage or deterioration to
the Premises which would have been prevented by proper maintenance by Tenant or
Tenant otherwise performing all of its obligations under this Lease. Upon such
termination of this Lease, Tenant shall remove all tenant signage, trade
fixtures, furniture, furnishings, personal property, additions, and other
improvements unless Landlord requests, in writing, that Tenant not remove some
or all of such fixtures (other than trade fixtures), additions or improvements
installed by, or on behalf of Tenant or situated in or about the Premises. By
the date which is twenty (20) days prior to such termination of this Lease,
Landlord shall notify Tenant in writing of those fixtures (other than trade
fixtures), alterations, additions and other improvements which Landlord shall
require Tenant not to remove from the Premises. Tenant shall repair any damage
caused by the installation or removal of such signs, trade fixtures, furniture,
furnishings, fixtures, additions and improvements which are to be removed from
the Premises by Tenant hereunder. If Landlord fails to so notify Tenant at least
twenty (20) days prior to such termination of this Lease, then Tenant shall
remove all tenant signage, alterations, furniture, furnishings, trade fixtures,
additions and other improvements installed in or about the Premises by, or on
behalf of Tenant. Tenant shall ensure that the removal of such items and the
repair of the Premises will be completed prior to such termination of this
Lease. Notwithstanding anything to the contrary, Landlord hereby acknowledges
that Tenant intends to expand the office area within the Premises to an area
consisting of approximately 1200 square feet in the aggregate.



11.     REPAIRS AND MAINTENANCE:

        11.1    TENANT'S REPAIRS AND MAINTENANCE OBLIGATIONS: Except for those
portions of the Building to be maintained by Landlord, as provided in Sections
11.2 and 11.3 below and except in the event of a casualty or condemnation as
described in Section 27 or 28 of this Lease, Tenant shall, at Tenant's sole cost
and expense, keep and maintain the Premises and the adjacent dock and staging
areas in good, clean and safe condition and repair to the reasonable
satisfaction of Landlord including, but not limited to, repairing any damage
caused by Tenant or Tenant's Representatives and replacing any property so
damaged by Tenant or Tenant's Representatives. Without limiting the generality
of the foregoing, Tenant shall be solely responsible for maintaining and
repairing all mechanical systems, heating, ventilation and air conditioning
systems exclusively serving the Premises, and for maintaining, repairing and
replacing (a) all plumbing, electrical wiring and equipment serving the
Premises, (b) all interior lighting (including, without limitation, light bulbs
and/or ballasts) and exterior lighting serving the Premises or adjacent to the
Premises, (c) all glass, windows, window frames, window casements, skylights,
interior and exterior doors, door frames and door closers, (d) all roll-up
doors, ramps and dock equipment, including without limitation, dock bumpers,
dock plates, dock seals, dock levelers and dock lights, (e) all tenant signage,
(f) lifts for disabled persons serving the Premises, (g) sprinkler systems, fire
protection systems and security systems, (h) all partitions, fixtures,
equipment, interior painting, and interior walls and floors of the Premises and
every part thereof (including, without limitation, any demising walls contiguous
to any portion of the Premises). Notwithstanding the above, in the event
replacement of the mechanical equipment, as outlined above is required during
the Term of the Lease, such replacement costs shall be initially paid for by
Landlord and shall be amortized over the useful life of the equipment which
shall not be greater than ten (10) years (at an interest rate as reasonably




                                       9
<PAGE>   10

determined by Landlord) and Tenant shall reimburse Landlord by paying its pro
rata share of the monthly amortized costs (including interest charges) as part
of the Operating Expenses.

        11.2    REIMBURSABLE REPAIRS AND MAINTENANCE OBLIGATIONS: Subject to the
provisions of Sections 6 and 9 of this Lease and except for (i) the obligations
of Tenant set forth in Section 11.1 above, (ii) the obligations of Landlord set
forth in Section 11.3 below, and (iii) the repairs rendered necessary by the
intentional or negligent acts or omissions of Tenant or any of Tenant's
Representatives, Landlord agrees, at Landlord's expense, subject to
reimbursement pursuant to Section 6 above, to keep in good repair the plumbing
and mechanical systems exterior to the Premises, the non-structural portions of
the roof, roof membranes, the non-structural portions of the exterior walls of
the Building, signage (exclusive of tenant signage), and exterior electrical
wiring and equipment, exterior lighting, exterior glass, exterior
doors/entrances and door closers, exterior window casements, exterior painting
of the Building (exclusive of the Premises), and underground utility and sewer
pipes outside the exterior walls of the Building. For purposes of this Section
11.2, the term "exterior" shall mean outside of and not exclusively serving the
Premises. Unless otherwise notified by Landlord, in writing, that Landlord has
elected to procure and maintain the following described contract(s), Tenant
shall procure and maintain (a) the heating, ventilation and air conditioning
systems preventative maintenance and repair contract(s); such contract(s) to be
on a bi-monthly or quarterly basis, as reasonably determined by Landlord, and
(b) the fire and sprinkler protection services and preventative maintenance and
repair contract(s) (including, without limitation, monitoring services); such
contract(s) to be on a bi-monthly or quarterly basis, as reasonably determined
by Landlord. Landlord reserves the right, but without the obligation to do so,
to procure and maintain (i) the heating, ventilation and air conditioning
systems preventative maintenance and repair contract(s), and/or (ii) the fire
and sprinkler protection services and preventative maintenance and repair
contract(s) (including, without limitation, monitoring services). If Landlord so
elects to procure and maintain any such contract(s), Tenant will reimburse
Landlord for the cost thereof in accordance with the provisions of Section 6
above. If Tenant procures and maintains any of such contract(s), Tenant will
promptly deliver to Landlord a true and complete copy of each such contract and
any and all renewals or extensions thereof, and each service report or other
summary received by Tenant pursuant to or in connection with such contract(s).

        11.3    LANDLORD'S REPAIRS AND MAINTENANCE OBLIGATIONS: Except for
repairs rendered necessary by the intentional or negligent acts or omissions of
Tenant or any of Tenant's Representatives, Landlord agrees, at Landlord's sole
cost and expense, to (a) keep in good repair the structural portions of the
floors, foundations and exterior perimeter walls of the Building (exclusive of
glass and exterior doors), and (b) replace the structural portions of the roof
of the Building (excluding the roof membrane) as, and when, Landlord determines
such replacement to be necessary in Landlord's sole discretion.

        11.4    TENANT'S FAILURE TO PERFORM REPAIRS AND MAINTENANCE OBLIGATIONS:
Except for normal maintenance and repair of the items described above, Tenant
shall have no right of access to or right to install any device on the roof of
the Building nor make any penetrations of the roof of the Building without the
express prior written consent of Landlord. If Tenant refuses or neglects to
repair and maintain the Premises and the adjacent areas properly as required
herein and to the reasonable satisfaction of Landlord and after written notice
by Landlord of Tenant's such failure, Landlord may, but without obligation to do
so, at any time make such repairs and/or maintenance without Landlord having any
liability to Tenant for any loss or damage that may accrue to Tenant's
merchandise, fixtures or other property, or to Tenant's business by reason
thereof, except to the extent any damage is caused by the willful misconduct or
gross negligence of Landlord or its authorized agents and representatives. In
the event Landlord makes such repairs and/or maintenance, upon completion
thereof Tenant shall pay to Landlord, as additional rent, the Landlord's costs
for making such repairs and/or maintenance, plus ten percent (10%) for overhead,
upon presentation of a bill therefor, plus any Enforcement Expenses. The
obligations of Tenant hereunder shall survive the expiration of the Term of this
Lease or the earlier termination thereof. Tenant hereby waives any right to
repair at the expense of Landlord under any applicable Laws now or hereafter in
effect respecting the Premises.


12.     INSURANCE:

        12.1    TYPES OF INSURANCE: Tenant shall maintain in full force and
effect at all times during the Term of this Lease, at Tenant's sole cost and
expense, for the protection of Tenant and Landlord, as their interests may
appear, policies of insurance issued by a carrier or carriers reasonably
acceptable to Landlord and its lender(s) which afford the following coverages:
(i) worker's compensation: statutory limits; (ii) employer's liability, as
required by law, with a minimum limit of $100,000 per employee and $500,000 per
occurrence; (iii) commercial general liability insurance (occurrence form)
providing coverage against any and all claims for bodily injury and property
damage occurring in, on or about the Premises arising out of Tenant's and
Tenant's Representatives' use and/or occupancy of the Premises. Such insurance
shall include coverage for blanket contractual liability, fire damage, premises,
personal injury and completed operations. Such insurance shall have a combined
single limit of not less than One Million Dollars ($1,000,000) per occurrence
with a Two Million Dollar ($2,000,000) aggregate limit and excess/umbrella
insurance in the amount of Two Million Dollars ($2,000,000). If Tenant has other
locations which it owns or leases, the policy shall include an aggregate limit
per location endorsement.




                                       10
<PAGE>   11

If necessary, as reasonably determined by Landlord, Tenant shall provide for
restoration of the aggregate limit; (iv) "all risk" or "special purpose"
property insurance, including without limitation, sprinkler leakage, boiler and
machinery comprehensive form, if applicable of Tenant, covering damage to or
loss of any personal property, trade fixtures, inventory, fixtures and equipment
located in, on or about the Premises, and in addition, coverage for business
interruption of Tenant, together with, if the property of Tenant's invitees is
to be kept in the Premises, warehouser's legal liability or bailee customers
insurance for the full replacement cost of the property belonging to invitees
and located in the Premises. Such insurance shall be written on a replacement
cost basis (without deduction for depreciation) in an amount equal to one
hundred percent (100%) of the full replacement value of the aggregate of the
items referred to in this subparagraph (v); and (vi) such other insurance as
Landlord deems reasonably necessary and prudent or as may otherwise be required
by any of Landlord's lenders or joint venture partners.

        12.2    INSURANCE POLICIES: Insurance required to be maintained by
Tenant shall be written by companies (i) licensed to do business in the State of
California, (ii) domiciled in the United States of America, and (iii) having a
"General Policyholders Rating" of at least A:X (or such higher rating as may be
required by a lender having a lien on the Premises) as set forth in the most
current issue of "A.M. Best's Rating Guides." Any deductible amounts under any
of the insurance policies required hereunder shall not exceed Ten Thousand
Dollars ($10,000). Tenant shall deliver to Landlord certificates of insurance
and true and complete copies of any and all endorsements required herein for all
insurance required to be maintained by Tenant hereunder at the time of execution
of this Lease by Tenant. Tenant shall, at least thirty (30) days prior to
expiration of each policy, furnish Landlord with certificates of renewal or
"binders" thereof. Each certificate shall expressly provide that such policies
shall not be cancelable or otherwise subject to modification except after thirty
(30) days prior written notice to the parties named as additional insureds as
required in this Lease (except for cancellation for nonpayment of premium, in
which event cancellation shall not take effect until at least ten (10) days'
notice has been given to Landlord). Tenant shall have the right to provide
insurance coverage which it is obligated to carry pursuant to the terms of this
Lease under a blanket insurance policy, provided such blanket policy expressly
affords coverage for the Premises and for Landlord as required by this Lease.

        12.3    ADDITIONAL INSUREDS AND COVERAGE: Landlord, any property
management company and/or agent of Landlord for the Premises, the Building, the
Lot or the Park, and any lender(s) of Landlord having a lien against the
Premises, the Building, the Lot or the Park shall be named as additional
insureds under all of the policies required in Section 12.1(iii) above.
Additionally, such policies shall provide for severability of interest. All
insurance to be maintained by Tenant shall, except for workers' compensation and
employer's liability insurance, be primary, without right of contribution from
insurance maintained by Landlord. Any umbrella/excess liability policy (which
shall be in "following form") shall provide that if the underlying aggregate is
exhausted, the excess coverage will drop down as primary insurance. The limits
of insurance maintained by Tenant shall not limit Tenant's liability under this
Lease. It is the parties' intention that the insurance to be procured and
maintained by Tenant as required herein shall provide coverage for any and all
damage or injury arising from or related to Tenant's operations of its business
and/or Tenant's or Tenant's Representatives' use of the Premises and/or any of
the areas within the Park, whether such events occur within the Premises (as
described in Exhibit A hereto) or in any other areas of the Park. It is not
contemplated or anticipated by the parties that the aforementioned risks of loss
be borne by Landlord's insurance carriers, rather it is contemplated and
anticipated by Landlord and Tenant that such risks of loss be borne by Tenant's
insurance carriers pursuant to the insurance policies procured and maintained by
Tenant as required herein.

        12.4    FAILURE OF TENANT TO PURCHASE AND MAINTAIN INSURANCE: In the
event Tenant does not purchase the insurance required in this Lease or keep the
same in full force and effect throughout the Term of this Lease (including any
renewals or extensions), Landlord may, but without obligation to do so, purchase
the necessary insurance and pay the premiums therefor. If Landlord so elects to
purchase such insurance, Tenant shall promptly pay to Landlord as Additional
Rent, the amount so paid by Landlord, upon Landlord's demand therefor. In
addition, Landlord may recover from Tenant and Tenant agrees to pay, as
Additional Rent, any and all Enforcement Expenses and damages which Landlord may
sustain by reason of Tenant's failure to obtain and maintain such insurance. If
Tenant fails to maintain any insurance required in this Lease, Tenant shall be
liable for all losses, damages and costs resulting from such failure.


13.     WAIVER OF SUBROGATION: Landlord and Tenant hereby mutually waive their
respective rights of recovery against each other for any loss of, or damage to,
either parties' property to the extent that such loss or damage is insured by an
insurance policy required to be in effect at the time of such loss or damage.
Each party shall obtain any special endorsements, if required by its insurer
whereby the insurer waives its rights of subrogation against the other party.
This provision is intended to waive fully, and for the benefit of the parties
hereto, any rights and/or claims which might give rise to a right of subrogation
in favor of any insurance carrier. The coverage obtained by Tenant pursuant to
Section 12 of this Lease shall include, without limitation, a waiver of
subrogation endorsement attached to the certificate of insurance. The provisions
of this Section 13 shall not apply in those instances in which such waiver of
subrogation would invalidate such insurance coverage or would cause either
party's insurance coverage to be voided or otherwise uncollectible.




                                       11
<PAGE>   12

14.     LIMITATION OF LIABILITY AND INDEMNITY: Except to the extent of damage
resulting from the active gross negligence or willful misconduct of Landlord or
its authorized representatives, Tenant agrees to protect, defend (with counsel
acceptable to Landlord) and hold Landlord and Landlord's lenders, partners,
members, property management company (if other than Landlord), agents,
directors, officers, employees, representatives, contractors, shareholders,
successors and assigns and each of their respective partners, members,
directors, employees, representatives, agents, contractors, shareholders,
successors and assigns (collectively, the "Indemnitees") harmless and indemnify
the Indemnitees from and against all liabilities, damages, claims, losses,
judgments, charges and expenses (including reasonable attorneys' fees, costs of
court and expenses necessary in the prosecution or defense of any litigation
including the enforcement of this provision) arising from or in any way related
to, directly or indirectly, (i) Tenant's or Tenant's Representatives' use of the
Premises, Building and/or the Park, (ii) the conduct of Tenant's business, (iii)
from any activity, work or thing done, permitted or suffered by Tenant in or
about the Premises, (iv) in any way connected with the Premises or with the
improvements or personal property therein, including, but not limited to, any
liability for injury to person or property of Tenant, Tenant's Representatives,
or third party persons, and/or (v) Tenant's failure to perform any covenant or
obligation of Tenant under this Lease. Tenant agrees that the obligations of
Tenant herein shall survive the expiration or earlier termination of this Lease.

        Except to the extent of damage resulting from the active gross
negligence or willful misconduct of Landlord or its authorized representatives,
to the fullest extent permitted by law, Tenant agrees that neither Landlord nor
any of Landlord's lender(s), partners, members, employees, representatives,
legal representatives, successors or assigns shall at any time or to any extent
whatsoever be liable, responsible or in any way accountable for any loss,
liability, injury, death or damage to persons or property which at any time may
be suffered or sustained by Tenant or by any person(s) whomsoever who may at any
time be using, occupying or visiting the Premises, the Building or the Park,
including, but not limited to, any acts, errors or omissions by or on behalf of
any other tenants or occupants of the Building and/or the Park. Tenant shall
not, in any event or circumstance, be permitted to offset or otherwise credit
against any payments of Rent required herein for matters for which Landlord may
be liable hereunder. Landlord and its authorized representatives shall not be
liable for any interference with light or air, or for any latent defect in the
Premises or the Building.


15.     ASSIGNMENT AND SUBLEASING:

        15.1    PROHIBITION: Tenant shall not assign, mortgage, hypothecate,
encumber, grant any license or concession, pledge or otherwise transfer this
Lease (collectively, "assignment"), in whole or in part, whether voluntarily or
involuntarily or by operation of law, nor sublet or permit occupancy by any
person other than Tenant of all or any portion of the Premises without first
obtaining the prior written consent of Landlord, which consent shall not be
unreasonably withheld. Tenant hereby agrees that Landlord may withhold its
consent to any proposed sublease or assignment if the proposed sublessee or
assignee or its business is subject to compliance with additional requirements
of the ADA (defined below) and/or Environmental Laws (defined below) beyond
those requirements which are applicable to Tenant, unless the proposed sublessee
or assignee shall (a) first deliver plans and specifications for complying with
such additional requirements and obtain Landlord's written consent thereto, and
(b) comply with all Landlord's conditions for or contained in such consent,
including without limitation, requirements for security to assure the lien-free
completion of such improvements. If Tenant seeks to sublet or assign all or any
portion of the Premises, Tenant shall deliver to Landlord at least thirty (30)
days prior to the proposed commencement of the sublease or assignment (the
"Proposed Effective Date") the following: (i) the name of the proposed assignee
or sublessee; (ii) such information as to such assignee's or sublessee's
financial responsibility and standing as Landlord may reasonably require; and
(iii) the aforementioned plans and specifications, if any. Within ten (10) days
after Landlord's receipt of a written request from Tenant that Tenant seeks to
sublet or assign all or any portion of the Premises, Landlord shall deliver to
Tenant a copy of Landlord's standard form of sublease or assignment agreement
(as applicable), which instrument shall be utilized for each proposed sublease
or assignment (as applicable), and such instrument shall include a provision
whereby the assignee or sublessee assumes all of Tenant's obligations hereunder
and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant
shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus
Tenant shall reimburse Landlord for actual legal and other expenses incurred by
Landlord in connection with any actual or proposed assignment or subletting. In
the event the sublease or assignment (1) by itself or taken together with prior
sublease(s) or partial assignment(s) covers or totals, as the case may be, more
than twenty-five percent (25%) of the rentable square feet of the Premises or
(2) is for a term which by itself or taken together with prior or other
subleases or partial assignments is greater than fifty percent (50%) of the
period remaining in the Term of this Lease as of the time of the Proposed
Effective Date, then Landlord shall have the right, to be exercised by giving
written notice to Tenant, to recapture the space described in the sublease or
assignment. If such recapture notice is given, it shall serve to terminate this
Lease with respect to the proposed sublease or assignment space, or, if the
proposed sublease or assignment space covers all the Premises, it shall serve to
terminate the entire term of this Lease in either case, as of the Proposed
Effective Date. However, no termination of this Lease with respect to part or
all of the Premises shall become effective without the prior written consent,
where necessary, of the holder of each deed of trust encumbering the Premises or
any part thereof. If this Lease is terminated pursuant to the foregoing with



                                       12
<PAGE>   13

respect to less than the entire Premises, the Rent shall be adjusted on the
basis of the proportion of square feet retained by Tenant to the square feet
originally demised and this Lease as so amended shall continue thereafter in
full force and effect. Each permitted assignee or sublessee shall assume and be
deemed to assume this Lease and shall be and remain liable jointly and severally
with Tenant for payment of Rent and for the due performance of, and compliance
with all the terms, covenants, conditions and agreements herein contained on
Tenant's part to be performed or complied with, for the term of this Lease. No
assignment or subletting shall affect the continuing primary liability of Tenant
(which, following assignment, shall be joint and several with the assignee), and
Tenant shall not be released from performing any of the terms, covenants and
conditions of this Lease. Tenant hereby acknowledges and agrees that it
understands that Landlord's accounting department may process and accept Rent
payments without verifying that such payments are being made by Tenant, a
permitted sublessee or a permitted assignee in accordance with the provisions of
this Lease. Although such payments may be processed and accepted by such
accounting department personnel, any and all actions or omissions by the
personnel of Landlord's accounting department shall not be considered as
acceptance by Landlord of any proposed assignee or sublessee nor shall such
actions or omissions be deemed to be a substitute for the requirement that
Tenant obtain Landlord's prior written consent to any such subletting or
assignment, and any such actions or omissions by the personnel of Landlord's
accounting department shall not be considered as a voluntary relinquishment by
Landlord of any of its rights hereunder nor shall any voluntary relinquishment
of such rights be inferred therefrom. For purposes hereof, in the event Tenant
is a corporation, partnership, joint venture, trust or other entity other than a
natural person, any change in the direct or indirect ownership of Tenant
(whether pursuant to one or more transfers) which results in a change of more
than fifty percent (50%) (except for sales of shares through a regulated public
exchange) in the direct or indirect ownership of Tenant shall be deemed to be an
assignment within the meaning of this Section 15 and shall be subject to all the
provisions hereof. Except for a permissible assignment to a Related Entity, any
and all options, first rights of refusal, tenant improvement allowances and
other similar rights granted to Tenant in this Lease, if any, shall not be
assignable by Tenant unless expressly authorized in writing by Landlord.
Notwithstanding anything to the contrary contained herein, except to the extent
not permitted by applicable federal, state, and local laws pertaining to the
merger, acquisitions and or sales of publicly traded stock for a public company
(in which event all of the items hereinafter referred shall be delivered to
Landlord within twenty (20) days after the making of the public announcement or
actual consummation thereof) so long as Tenant delivers to Landlord (1) at least
twenty (20) days prior written notice of its intention to assign or sublease the
Premises to any Related Entity, which notice shall set forth the name of the
Related Entity, (2) a copy of the proposed agreement pursuant to which such
assignment or sublease shall be effectuated, and (3) such other information
concerning the Related Entity as Landlord may reasonably require, including
without limitation, information regarding any change in the proposed use of any
portion of the Premises and any financial information with respect to such
Related Entity, and so long as Landlord approves, in writing, of any change in
the proposed use of the subject portion of the Premises, then Tenant may assign
this Lease or sublease any portion of the Premises (X) to any Related Entity, or
(Y) in connection with any merger, consolidation or sale of substantially all of
the assets of Tenant, without having to obtain the prior written consent of
Landlord thereto. For purposes of this Lease the term "Related Entity" shall
mean and refer to any corporation or entity which controls, is controlled by or
is under common control with Tenant, as all of such terms are customarily used
in the industry, and with an equal or greater net worth as Tenant has as of the
proposed transfer date. Any assignment to a Related Entity shall in no way
relieve Tenant of any liability Tenant may have under this Lease and such
assignee or sublessee shall be jointly and severally liable with Tenant
hereunder.

        15.2    EXCESS SUBLEASE RENTAL OR ASSIGNMENT CONSIDERATION: In the event
of any sublease or assignment of all or any portion of the Premises where the
rent or other consideration provided for in the sublease or assignment either
initially or over the term of the sublease or assignment exceeds the Rent or pro
rata portion of the Rent, as the case may be, for such space reserved in the
Lease, Tenant shall pay the Landlord monthly, as Additional Rent, at the same
time as the monthly installments of Rent are payable hereunder, seventy-five
percent (75%) of the excess of each such payment of rent or other consideration
in excess of the Rent called for hereunder.

        15.3    WAIVER: Notwithstanding any assignment or sublease, or any
indulgences, waivers or extensions of time granted by Landlord to any assignee
or sublessee, or failure by Landlord to take action against any assignee or
sublessee, Tenant waives notice of any default of any assignee or sublessee and
agrees that Landlord may, at its option, proceed against Tenant without having
taken action against or joined such assignee or sublessee, except that Tenant
shall have the benefit of any indulgences, waivers and extensions of time
granted to any such assignee or sublessee.


16.     AD VALOREM TAXES: Prior to delinquency, Tenant shall pay all taxes and
assessments levied upon trade fixtures, alterations, additions, improvements,
inventories and personal property located and/or installed on or in the Premises
by, or on behalf of, Tenant; and if requested by Landlord, Tenant shall promptly
deliver to Landlord copies of receipts for payment of all such taxes and
assessments. To the extent any such taxes are not separately assessed or billed
to Tenant, Tenant shall pay the amount thereof as invoiced by Landlord.




                                       13
<PAGE>   14

17.     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 bona fide mortgagee or deed of trust beneficiary
with a lien on all or any portion of the Premises or any ground lessor with
respect to the land of which the Premises are a part, the rights of Tenant under
this Lease and this Lease shall 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 Building or the land upon which the Building is situated
or both, and (ii) the lien of any mortgage or deed of trust which may now exist
or hereafter be executed in any amount for which the Building, the Lot, ground
leases or underlying leases, or Landlord's interest or estate in any of said
items is specified as security. Notwithstanding the foregoing, Landlord or any
such ground lessor, mortgagee, or any beneficiary shall have the right to
subordinate or cause to be subordinated any such ground leases or underlying
leases or any such liens to this Lease. If any ground lease or underlying lease
terminates for any reason or any mortgage or deed of trust is foreclosed or a
conveyance in lieu of foreclosure is made for any reason, Tenant shall,
notwithstanding any subordination and upon the request of such successor to
Landlord, attorn to and become the Tenant of the successor in interest to
Landlord, provided such successor in interest will not disturb Tenant's use,
occupancy or quiet enjoyment of the Premises so long as Tenant is not in default
of the terms and provisions of this Lease. The successor in interest to Landlord
following foreclosure, sale or deed in lieu thereof shall not be (a) liable for
any act or omission of any prior lessor or with respect to events occurring
prior to acquisition of ownership; (b) subject to any offsets or defenses which
Tenant might have against any prior lessor; (c) bound by prepayment of more than
one (1) month's Rent, except in those instances when Tenant pays Rent quarterly
in advance pursuant to Section 8 hereof, then not more than three months' Rent;
or (d) liable to Tenant for any Security Deposit not actually received by such
successor in interest to the extent any portion or all of such Security Deposit
has not already been forfeited by, or refunded to, Tenant. Landlord shall be
liable to Tenant for all or any portion of the Security Deposit not forfeited
by, or refunded to Tenant, until and unless Landlord transfers such Security
Deposit to the successor in interest. Tenant covenants and agrees to execute
(and acknowledge if required by Landlord, any lender or ground lessor) and
deliver, within five (5) days of a demand or request by Landlord and in the form
requested by Landlord, ground lessor, mortgagee or beneficiary, any additional
documents evidencing the priority or subordination of this Lease with respect to
any such ground leases or underlying leases or the lien of any such mortgage or
deed of trust. Tenant's failure to timely execute and deliver such additional
documents shall, at Landlord's option, constitute a material default hereunder.
It is further agreed that Tenant shall be liable to Landlord, and shall
indemnify Landlord from and against any loss, cost, damage or expense,
incidental, consequential, or otherwise, arising or accruing directly or
indirectly, from any failure of Tenant to execute or deliver to Landlord any
such additional documents, together with any and all Enforcement Expenses.


18.     RIGHT OF ENTRY: Tenant grants Landlord or its agents the right to enter
the Premises at all reasonable times following twenty four (24) hours prior
notice, (except in the event of an emergency) for purposes of inspection,
exhibition, posting of notices, repair or alteration. At Landlord's option,
Landlord shall at all times have and retain a key with which to unlock all the
doors in, upon and about the Premises, excluding Tenant's vaults and safes. It
is further agreed that Landlord shall have the right to use any and all means
Landlord deems necessary to enter the Premises in an emergency. Landlord shall
have the right to place "for rent" or "for lease" signs on the outside of the
Premises, the Building and in the Common Areas. Landlord shall also have the
right to place "for sale" signs on the outside of the Building and in the Common
Areas. Tenant hereby waives any claim from damages or for any injury or
inconvenience to or interference with Tenant's business, or any other loss
occasioned thereby except for any claim for any of the foregoing arising out of
the sole active gross negligence or willful misconduct of Landlord or its
authorized representatives.


19.     ESTOPPEL CERTIFICATE: Tenant shall execute (and acknowledge if required
by any lender or ground lessor) and deliver to Landlord, within five (5) days
after Landlord provides such to Tenant, a statement in writing certifying that
this Lease is unmodified and in full force and effect (or, if modified, stating
the nature of such modification), the date to which the Rent and other charges
are paid in advance, if any, acknowledging that there are not, to Tenant's
knowledge, any uncured defaults on the part of Landlord hereunder or specifying
such defaults as are claimed, and such other matters as Landlord may reasonably
require. Any such statement may be conclusively relied upon by Landlord and any
prospective purchaser or encumbrancer of the Premises. Tenant's failure to
deliver such statement within such time shall be conclusive upon the Tenant that
(a) this Lease is in full force and effect, without modification except as may
be represented by Landlord; (b) there are no uncured defaults in Landlord's
performance; and (c) not more than one month's Rent has been paid in advance,
except in those instances when Tenant pays Rent quarterly in advance pursuant to
Section 8 hereof, then not more than three month's Rent has been paid in
advance. Failure by Tenant to so deliver such certified estoppel certificate
shall be a material default of the provisions of this Lease. Tenant shall be
liable to Landlord, and shall indemnify Landlord from and against any loss,
cost, damage or expense, incidental, consequential, or otherwise, arising or
accruing directly or indirectly, from any failure of Tenant to execute or
deliver to Landlord any such certified estoppel certificate, together with any
and all Enforcement Expenses.




                                       14
<PAGE>   15

20.     TENANT'S DEFAULT: The occurrence of any one or more of the following
events shall, at Landlord's option, constitute a material default by Tenant of
the provisions of this Lease:

        20.1    The abandonment of the Premises by Tenant or the vacation of the
Premises by Tenant which would cause any insurance policy to be invalidated or
otherwise lapse. Tenant agrees to notice and service of notice as provided for
in this Lease and waives any right to any other or further notice or service of
notice which Tenant may have under any statute or law now or hereafter in
effect;

        20.2    The failure by Tenant to make any payment of Rent, Additional
Rent or any other payment required hereunder within three (3) days of after
receipt of written notice from Landlord that said payment is due. Tenant agrees
that such written notice by Landlord shall serve as the statutorily required
notice under the law and Tenant further agrees to notice and service of notice
as provided for in this Lease;

        20.3    The failure by Tenant to observe, perform or comply with any of
the conditions, covenants or provisions of this Lease (except failure to make
any payment of Rent and/or Additional Rent) and such failure is not cured within
(i) thirty (30) days of the date on which Landlord delivers written notice of
such failure to Tenant for all failures other than with respect to Hazardous
Materials, and (ii) ten (10) days of the date on which Landlord delivers written
notice of such failure to Tenant for all failures in any way related to
Hazardous Materials. However, Tenant shall not be in default of its obligations
hereunder if such failure cannot reasonably be cured within such thirty (30) or
ten (10) day period, as applicable, and Tenant promptly commences, and
thereafter diligently proceeds with same to completion, all actions necessary to
cure such failure as soon as is reasonably possible, but in no event shall the
completion of such cure be later than forty-five (45) days after the date on
which Landlord delivers to Tenant written notice of such failure, unless
Landlord, acting reasonably and in good faith, otherwise expressly agrees in
writing to a longer period of time based upon the circumstances relating to such
failure as well as the nature of the failure and the nature of the actions
necessary to cure such failure;

        20.4    The making of a general assignment by Tenant for the benefit of
creditors, the filing of a voluntary petition by Tenant or the filing of an
involuntary petition by any of Tenant's creditors seeking the rehabilitation,
liquidation, or reorganization of Tenant under any law relating to bankruptcy,
insolvency or other relief of debtors and, in the case of an involuntary action,
the failure to remove or discharge the same within sixty (60) days of such
filing, the appointment of a receiver or other custodian to take possession of
substantially all of Tenant's assets or this leasehold, Tenant's insolvency or
inability to pay Tenant's debts or failure generally to pay Tenant's debts when
due, any court entering a decree or order directing the winding up or
liquidation of Tenant or of substantially all of Tenant's assets, Tenant taking
any action toward the dissolution or winding up of Tenant's affairs, the
cessation or suspension of Tenant's use of the Premises, or the attachment,
execution or other judicial seizure of substantially all of Tenant's assets or
this leasehold;

        20.5    Tenant's use or storage of Hazardous Materials in, on or about
the Premises, the Building, the Lot and/or the Park other than as expressly
permitted by the provisions of Section 29 below; or

        20.6    The making of any material misrepresentation or omission by
Tenant in any materials delivered by or on behalf of Tenant to Landlord pursuant
to this Lease.


21.     REMEDIES FOR TENANT'S DEFAULT:

        21.1    LANDLORD'S RIGHTS: In the event of Tenant's material default
(beyond any applicable notice and cure period) under this Lease, Landlord may
terminate Tenant's right to possession of the Premises by any lawful means in
which case upon delivery of written notice by Landlord this Lease shall
terminate on the date specified by Landlord in such notice and Tenant shall
immediately surrender possession of the Premises to Landlord. In addition, the
Landlord shall have the immediate right of re-entry whether or not this Lease is
terminated, and if this right of re-entry is exercised following abandonment of
the Premises by Tenant, Landlord may consider any personal property belonging to
Tenant and left on the Premises to also have been abandoned. No re-entry or
taking possession of the Premises by Landlord pursuant to this Section 21 shall
be construed as an election to terminate this Lease unless a written notice of
such intention is given to Tenant. If Landlord relets the Premises or any
portion thereof, (i) Tenant shall be liable immediately to Landlord for all
costs Landlord incurs in reletting the Premises or any part thereof, including,
without limitation, broker's commissions, expenses of cleaning, redecorating,
and further improving the Premises and other similar costs (collectively, the
"Reletting Costs"), and (ii) the rent received by Landlord from such reletting
shall be applied to the payment of, first, any indebtedness from Tenant to
Landlord other than Base Rent, Operating Expenses, Tax Expenses, Administrative
Expenses, Common Area Utility Costs, and Utility Expenses; second, all costs
including maintenance, incurred by Landlord in reletting; and, third, Base Rent,
Operating Expenses, Tax Expenses, Administrative Expenses, Common Area Utility
Costs, Utility Expenses, and all other sums due under this Lease. Any and all of
the Reletting Costs shall be fully chargeable to Tenant and shall not be
prorated or otherwise amortized in relation to any new lease for the Premises or
any portion thereof. After deducting the payments referred to above, any sum
remaining from the rental




                                       15
<PAGE>   16

Landlord receives from reletting shall be held by Landlord and applied in
payment of future Rent as Rent becomes due under this Lease. In no event shall
Tenant be entitled to any excess rent received by Landlord. Reletting may be for
a period shorter or longer than the remaining term of this Lease. No act by
Landlord other than giving written notice to Tenant shall terminate this Lease.
Acts of maintenance, efforts to relet the Premises or the appointment of a
receiver on Landlord's initiative to protect Landlord's interest under this
Lease shall not constitute a termination of Tenant's right to possession. So
long as this Lease is not terminated, Landlord shall have the right to remedy
any default of Tenant, to maintain or improve the Premises, to cause a receiver
to be appointed to administer the Premises and new or existing subleases and to
add to the Rent payable hereunder all of Landlord's reasonable costs in so
doing, with interest at the maximum rate permitted by law from the date of such
expenditure.

        21.2    DAMAGES RECOVERABLE: If Tenant breaches this Lease and abandons
the Premises before the end of the Term, or if Tenant's right to possession is
terminated by Landlord because of a breach or default under this Lease, then in
either such case, Landlord may recover from Tenant all damages suffered by
Landlord as a result of Tenant's failure to perform its obligations hereunder,
including, but not limited to, the portion of any broker's or leasing agent's
commission incurred with respect to the leasing of the Premises to Tenant for
the balance of the Term of the Lease remaining after the date on which Tenant is
in default of its obligations hereunder, and all Reletting Costs, and the worth
at the time of the award (computed in accordance with paragraph (3) of
Subdivision (a) of Section 1951.2 of the California Civil Code) of the amount by
which the Rent then unpaid hereunder for the balance of the Lease Term exceeds
the amount of such loss of Rent for the same period which Tenant proves could be
reasonably avoided by Landlord and in such case, Landlord prior to the award,
may relet the Premises for the purpose of mitigating damages suffered by
Landlord because of Tenant's failure to perform its obligations hereunder;
provided, however, that even though Tenant has abandoned the Premises following
such breach, this Lease shall nevertheless continue in full force and effect for
as long as Landlord does not terminate Tenant's right of possession, and until
such termination, Landlord shall have the remedy described in Section 1951.4 of
the California Civil Code (Landlord may continue this Lease in effect after
Tenant's breach and abandonment and recover Rent as it becomes due, if Tenant
has the right to sublet or assign, subject only to reasonable limitations) and
may enforce all its rights and remedies under this Lease, including the right to
recover the Rent from Tenant as it becomes due hereunder. The "worth at the time
of the award" within the meaning of Subparagraphs (a)(1) and (a)(2) of Section
1951.2 of the California Civil Code shall be computed by allowing interest at
the rate of ten percent (10%) per annum. Tenant waives redemption or relief from
forfeiture under California Code of Civil Procedure Sections 1174 and 1179, or
under any other present or future law, in the event Tenant is evicted or
Landlord takes possession of the Premises by reason of any default of Tenant
hereunder.

        21.3    RIGHTS AND REMEDIES CUMULATIVE: The foregoing rights and
remedies of Landlord are not exclusive; they are cumulative in addition to any
rights and remedies now or hereafter existing at law, in equity by statute or
otherwise, or to any equitable remedies Landlord may have, and to any remedies
Landlord may have under bankruptcy laws or laws affecting creditor's rights
generally. In addition to all remedies set forth above, if Tenant materially
defaults under this Lease, any and all Base Rent waived by Landlord under
Section 3 above shall be immediately due and payable to Landlord and all options
granted to Tenant hereunder shall automatically terminate, unless otherwise
expressly agreed to in writing by Landlord.

        21.4    WAIVER OF A DEFAULT: The waiver by Landlord of any default of
any provision of this Lease shall not be deemed or construed a waiver of any
other default by Tenant hereunder or of any subsequent default of this Lease,
except for the default specified in the waiver.


22.     HOLDING OVER: If Tenant holds possession of the Premises after the
expiration of the Term of this Lease with Landlord's consent, Tenant shall
become a tenant from month-to-month upon the terms and provisions of this Lease,
provided the monthly Base Rent during such hold over period shall be 150% of the
Base Rent due on the last month of the Lease Term, payable in advance on or
before the first day of each month. Acceptance by Landlord of the monthly Base
Rent without the additional fifty percent (50%) increase of Base Rent shall not
be deemed or construed as a waiver by Landlord of any of its rights to collect
the increased amount of the Base Rent as provided herein at any time. Such
month-to-month tenancy shall not constitute a renewal or extension for any
further term. All options, if any, granted under the terms of this Lease shall
be deemed automatically terminated and be of no force or effect during said
month-to-month tenancy. Tenant shall continue in possession until such tenancy
shall be terminated by either Landlord or Tenant giving written notice of
termination to the other party at least thirty (30) days prior to the effective
date of termination. This paragraph shall not be construed as Landlord's
permission for Tenant to hold over. Acceptance of Base Rent by Landlord
following expiration or termination of this Lease shall not constitute a renewal
of this Lease.


23.     LANDLORD'S DEFAULT: Intentionally Omitted




                                       16
<PAGE>   17

24.     PARKING: At no additional cost to Tenant, Tenant shall have a license to
use the number of non-designated and non-exclusive parking spaces specified in
the Basic Lease Information. Landlord shall exercise reasonable efforts to
insure that such spaces are available to Tenant for its use, but Landlord shall
not be required to enforce Tenant's right to use the same.


25.     SALE OF PREMISES: In the event of any sale of the Premises by Landlord
or the cessation otherwise of Landlord's interest therein, Landlord shall be and
is hereby entirely released from any and all of its obligations to perform or
further perform under this Lease and from all liability hereunder accruing from
or after the date of such sale; and the purchaser, at such sale or any
subsequent sale of the Premises shall be deemed, without any further agreement
between the parties or their successors in interest or between the parties and
any such purchaser, to have assumed and agreed to carry out any and all of the
covenants and obligations of the Landlord under this Lease. For purposes of this
Section 25, the term "Landlord" means only the owner and/or agent of the owner
as such parties exist as of the date on which Tenant executes this Lease. A
ground lease or similar long term lease by Landlord of the entire Building, of
which the Premises are a part, shall be deemed a sale within the meaning of this
Section 25. Tenant agrees to attorn to such new owner provided such new owner
does not disturb Tenant's use, occupancy or quiet enjoyment of the Premises so
long as Tenant is not in default of any of the provisions of this Lease.


26.     WAIVER: No delay or omission in the exercise of any right or remedy of
Landlord on any default by Tenant shall impair such a right or remedy or be
construed as a waiver. The subsequent acceptance of Rent by Landlord after
default by Tenant of any covenant or term of this Lease shall not be deemed a
waiver of such default, other than a waiver of timely payment for the particular
Rent payment involved, and shall not prevent Landlord from maintaining an
unlawful detainer or other action based on such breach. No payment by Tenant or
receipt by Landlord of a lesser amount than the monthly Rent and other sums due
hereunder shall be deemed to be other than on account of the earliest Rent or
other sums due, nor shall any endorsement or statement on any check or
accompanying any check or payment 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 Rent or other sum or pursue any other remedy
provided in this Lease. No failure, partial exercise or delay on the part of the
Landlord in exercising any right, power or privilege hereunder shall operate as
a waiver thereof.


27.     CASUALTY DAMAGE: If the Premises or any part thereof shall be damaged by
fire or other casualty, Tenant shall give prompt written notice thereof to
Landlord. In case the Building shall be so damaged by fire or other casualty
that substantial alteration or reconstruction of the Building shall, in
Landlord's sole opinion, be required (whether or not the Premises shall have
been damaged by such fire or other casualty), Landlord may, at its option,
terminate this Lease by notifying Tenant in writing of such termination within
ninety (90) days after the date of such damage, in which event the Rent shall be
abated as of the date of such damage. If the Building or any part thereof shall
be damaged by fire or other casualty such that the reparation of such damage or
casualty shall require more than one hundred eighty (180) days after the date of
Landlord's receipt of Tenant's written notice to complete (subject to extension
for Force Majeure Delays or delays attributable to Tenant's or any of Tenant's
Representatives' acts or omissions (collectively, "Tenant Delays")), then either
Tenant or Landlord may terminate this Lease by notifying the other party of such
election to terminate this Lease within thirty (30) days after the date on which
it is determined by Landlord of the length of time necessary to substantially
complete such repairs (which Landlord determination shall be made within sixty
(60) days after the date of Landlord's receipt of Tenant's written notice), in
which event the Rent shall be abated as of the date of such damage but only to
the extent Tenant is not able to conduct its operations in the Building. If
neither party exercises their rights to so elect to terminate this Lease in
accordance with the aforesaid provisions, and provided insurance proceeds are
available to fully repair the damage (excluding any deductible), Landlord shall
within ninety (90) days after the date of Landlord's receipt of Tenant's written
notice after the date of such damage commence to repair and restore the Building
and shall proceed with reasonable diligence to restore the Building (except that
Landlord shall not be responsible for delays outside its control) to
substantially the same condition in which it was immediately prior to the
happening of the casualty; provided, Landlord shall not be required to rebuild,
repair, or replace any part of Tenant's furniture, furnishings, fixtures and/or
equipment removable by Tenant or any improvements, alterations or additions
installed by or for the benefit of Tenant under the provisions of this Lease.
Landlord shall not in any event be required to spend for such work an amount in
excess of the insurance proceeds (excluding any deductible) and any
contributions from Tenant, if necessary, actually received by Landlord as a
result of the fire or other casualty. Landlord shall not be liable for any
inconvenience or annoyance to Tenant, injury to the business of Tenant, loss of
use of any part of the Premises by the Tenant or loss of Tenant's personal
property resulting in any way from such damage or the repair thereof, except
that, subject to the provisions of the next sentence, Landlord shall allow
Tenant a fair diminution of Rent during the time and to the extent the Premises
are unfit for occupancy. Notwithstanding anything to the contrary contained
herein, if the Premises or any other portion of the Building be damaged by fire
or other casualty resulting from the intentional or negligent acts or omissions
of Tenant or any of Tenant's Representatives, (i) the Rent shall not be
diminished during the repair of such damage, (ii) Tenant shall not have any
right to terminate this Lease due to the occurrence of such casualty or damage,
and (iii)




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<PAGE>   18

Tenant shall be liable to Landlord for the cost and expense of the repair and
restoration of all or any portion of the Building caused thereby (including,
without limitation, any deductible) to the extent such cost and expense is not
covered by insurance proceeds. In the event the holder of any indebtedness
secured by the Premises requires that the insurance proceeds be applied to such
indebtedness, then Landlord shall have the right to terminate this Lease by
delivering written notice of termination to Tenant within thirty (30) days after
the date of notice to Tenant of any such event, whereupon all rights and
obligations shall cease and terminate hereunder except for those obligations
expressly intended to survive any such termination of this Lease. Except as
otherwise provided in this Section 27, Tenant hereby waives the provisions of
Sections 1932(2.), 1933(4.), 1941 and 1942 of the California Civil Code.


28.     CONDEMNATION: If twenty-five percent (25%) or more of the Premises is
condemned by eminent domain, inversely condemned or sold in lieu of condemnation
for any public or quasi-public use or purpose ("Condemned"), then Tenant or
Landlord may terminate this Lease as of the date when physical possession of the
Premises is taken and title vests in such condemning authority, and Rent shall
be adjusted to the date of termination. Tenant shall not because of such
condemnation assert any claim against Landlord or the condemning authority for
any compensation because of such condemnation, and Landlord shall be entitled to
receive the entire amount of any award without deduction for any estate of
interest or other interest of Tenant. If neither party elects to terminate this
Lease, Landlord shall, if necessary, promptly proceed to restore the Premises or
the Building to substantially its same condition prior to such partial
condemnation, allowing for the reasonable effects of such partial condemnation,
and a proportionate allowance shall be made to Tenant, as solely determined by
Landlord, for the Rent corresponding to the time during which, and to the part
of the Premises of which, Tenant is deprived on account of such partial
condemnation and restoration. Landlord shall not be required to spend funds for
restoration in excess of the amount received by Landlord as compensation
awarded.


29.     ENVIRONMENTAL MATTERS/HAZARDOUS MATERIALS:

        29.1    HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE: Prior to executing
this Lease, Tenant has completed, executed and delivered to Landlord Tenant's
initial Hazardous Materials Disclosure Certificate (the "Initial HazMat
Certificate"), a copy of which is attached hereto as Exhibit G and incorporated
herein by this reference. Tenant covenants, represents and warrants to Landlord
that the information on the Initial HazMat Certificate is true and correct and
accurately describes the use(s) of Hazardous Materials which will be made and/or
used on the Premises by Tenant. Tenant shall commencing with the date which is
one year from the Commencement Date and continuing every year thereafter,
complete, execute, and deliver to Landlord, a Hazardous Materials Disclosure
Certificate ("the "HazMat Certificate") describing Tenant's present use of
Hazardous Materials on the Premises, and any other reasonably necessary
documents as requested by Landlord. The HazMat Certificate required hereunder
shall be in substantially the form as that which is attached hereto as Exhibit
E.

        29.2    DEFINITION OF HAZARDOUS MATERIALS: As used in this Lease, the
term Hazardous Materials shall mean and include (a) any hazardous or toxic
wastes, materials or substances, and other pollutants or contaminants, which are
or become regulated by any Environmental Laws; (b) petroleum, petroleum by
products, gasoline, diesel fuel, crude oil or any fraction thereof; (c) asbestos
and asbestos containing material, in any form, whether friable or non-friable;
(d) polychlorinated biphenyls; (e) radioactive materials; (f) lead and
lead-containing materials; (g) any other material, waste or substance displaying
toxic, reactive, ignitable or corrosive characteristics, as all such terms are
used in their broadest sense, and are defined or become defined by any
Environmental Law (defined below); or (h) any materials which cause or threatens
to cause a nuisance upon or waste to any portion of the Premises, the Building,
the Lot, the Park or any surrounding property; or poses or threatens to pose a
hazard to the health and safety of persons on the Premises or any surrounding
property.

        29.3    PROHIBITION; ENVIRONMENTAL LAWS: Tenant shall not be entitled to
use nor store any Hazardous Materials on, in, or about the Premises, the
Building, the Lot and the Park, or any portion of the foregoing, without, in
each instance, obtaining Landlord's prior written consent thereto. If Landlord
consents to any such usage or storage, then Tenant shall be permitted to use
and/or store only those Hazardous Materials that are necessary for Tenant's
business and to the extent disclosed in the HazMat Certificate and as expressly
approved by Landlord in writing, provided that such usage and storage is only to
the extent of the quantities of Hazardous Materials as specified in the then
applicable HazMat Certificate as expressly approved by Landlord and provided
further that such usage and storage is in full compliance with any and all
local, state and federal environmental, health and/or safety-related laws,
statutes, orders, standards, courts' decisions, ordinances, rules and
regulations (as interpreted by judicial and administrative decisions), decrees,
directives, guidelines, permits or permit conditions, currently existing and as
amended, enacted, issued or adopted in the future which are or become applicable
to Tenant or all or any portion of the Premises (collectively, the
"Environmental Laws"). Tenant agrees that any changes to the type and/or
quantities of Hazardous Materials specified in the most recent HazMat
Certificate may be implemented only with the prior written consent of Landlord,
which consent may be given or withheld in Landlord's sole






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<PAGE>   19

discretion. Tenant shall not be entitled nor permitted to install any tanks
under, on or about the Premises for the storage of Hazardous Materials without
the express written consent of Landlord, which may be given or withheld in
Landlord's sole discretion. Landlord shall have the right at all times during
the Term of this Lease to (i) inspect the Premises, (ii) conduct tests and
investigations to determine whether Tenant is in compliance with the provisions
of this Section 29, and (iii) request lists of all Hazardous Materials used,
stored or otherwise located on, under or about any portion of the Premises
and/or the Common Areas. The cost of all such inspections, tests and
investigations shall be borne solely by Tenant, if Landlord reasonably
determines that Tenant or any of Tenant's Representatives are directly or
indirectly responsible in any manner for any contamination revealed by such
inspections, tests and investigations. The aforementioned rights granted herein
to Landlord and its representatives shall not create (a) a duty on Landlord's
part to inspect, test, investigate, monitor or otherwise observe the Premises or
the activities of Tenant and Tenant's Representatives with respect to Hazardous
Materials, including without limitation, Tenant's operation, use and any
remediation related thereto, or (b) liability on the part of Landlord and its
representatives for Tenant's use, storage, disposal or remediation of Hazardous
Materials, it being understood that Tenant shall be solely responsible for all
liability in connection therewith.

        29.4    TENANT'S ENVIRONMENTAL OBLIGATIONS: Tenant shall give to
Landlord immediate verbal and follow-up written notice of any spills, releases,
discharges, disposals, emissions, migrations, removals or transportation of
Hazardous Materials on, under or about any portion of the Premises or in any
Common Areas. Tenant, at its sole cost and expense, covenants and warrants to
promptly investigate, clean up, remove, restore and otherwise remediate
(including, without limitation, preparation of any feasibility studies or
reports and the performance of any and all closures) any spill, release,
discharge, disposal, emission, migration or transportation of Hazardous
Materials arising from or related to the intentional or negligent acts or
omissions of Tenant or Tenant's Representatives such that the affected portions
of the Park and any adjacent property are returned to the condition existing
prior to the appearance of such Hazardous Materials. Any such investigation,
clean up, removal, restoration and other remediation shall only be performed
after Tenant has obtained Landlord's prior written consent, which consent shall
not be unreasonably withheld so long as such actions would not potentially have
a material adverse long-term or short-term effect on any portion of the
Premises, the Building, the Lot or the Park. Notwithstanding the foregoing,
Tenant shall be entitled to respond immediately to an emergency without first
obtaining Landlord's prior written consent. Tenant, at its sole cost and
expense, shall conduct and perform, or cause to be conducted and performed, all
closures as required by any Environmental Laws or any agencies or other
governmental authorities having jurisdiction thereof. If Tenant fails to so
promptly investigate, clean up, remove, restore, provide closure or otherwise so
remediate, Landlord may, but without obligation to do so, take any and all steps
necessary to rectify the same and Tenant shall promptly reimburse Landlord, upon
demand, for all costs and expenses to Landlord of performing investigation,
clean up, removal, restoration, closure and remediation work. All such work
undertaken by Tenant, as required herein, shall be performed in such a manner so
as to enable Landlord to make full economic use of the Premises, the Building,
the Lot and the Park after the satisfactory completion of such work.

        29.5    ENVIRONMENTAL INDEMNITY: In addition to Tenant's obligations as
set forth hereinabove, Tenant and Tenant's officers and directors agree to, and
shall, protect, indemnify, defend (with counsel acceptable to Landlord) and hold
Landlord and the other Indemnitees harmless from and against any and all claims,
judgments, damages, penalties, fines, liabilities, losses (including, without
limitation, diminution in value of any portion of the Premises, the Building,
the Lot or the Park, damages for the loss of or restriction on the use of
rentable or usable space, and from any adverse impact of Landlord's marketing of
any space within the Building and/or Park), suits, administrative proceedings
and costs (including, but not limited to, attorneys' and consultant fees and
court costs) arising at any time during or after the Term of this Lease in
connection with or related to, directly or indirectly, the use, presence,
transportation, storage, disposal, migration, removal, spill, release or
discharge of Hazardous Materials on, in or about any portion of the Premises,
the Common Areas, the Building, the Lot or the Park as a result (directly or
indirectly) of the intentional or negligent acts or omissions of Tenant or any
of Tenant's Representatives. Neither the written consent of Landlord to the
presence, use or storage of Hazardous Materials in, on, under or about any
portion of the Premises, the Building, the Lot and/or the Park, nor the strict
compliance by Tenant with all Environmental Laws shall excuse Tenant and
Tenant's officers and directors from its obligations of indemnification pursuant
hereto. Tenant shall not be relieved of its indemnification obligations under
the provisions of this Section 29.5 due to Landlord's status as either an
"owner" or "operator" under any Environmental Laws.

        29.6    SURVIVAL: Tenant's obligations and liabilities pursuant to the
provisions of this Section 29 shall survive the expiration or earlier
termination of this Lease. If it is determined by Landlord that the condition of
all or any portion of the Premises, the Building, the Lot and/or the Park is not
in compliance with the provisions of this Lease with respect to Hazardous
Materials, including without limitation all Environmental Laws at the expiration
or earlier termination of this Lease, then in Landlord's sole discretion,
Landlord may require Tenant to hold over possession of the Premises until Tenant
can surrender the Premises to Landlord in the condition in which the Premises
existed as of the Commencement Date and prior to the appearance of such
Hazardous Materials except for reasonable wear and tear, including without
limitation, the conduct or performance of any closures as required by any
Environmental Laws. The burden of proof hereunder shall be upon Tenant. For
purposes hereof, the term "reasonable wear and tear" shall not include any
deterioration in the condition or diminution of the value of any portion of the
Premises, the Building, the Lot and/or the Park in any manner whatsoever related
to directly, or indirectly, Hazardous Materials. Any such holdover by Tenant
will be with




                                       19
<PAGE>   20

Landlord's consent, will not be terminable by Tenant in any event or
circumstance and will otherwise be subject to the provisions of Section 22 of
this Lease.

29.7    EXCULPATION OF TENANT: Tenant shall not be liable to Landlord for nor
otherwise obligated to Landlord under any provision of the Lease with respect to
the following: (i) any claim, remediation, obligation, investigation, liability,
cause of action, attorney's fees, consultants' cost, expense or damage resulting
from any Hazardous Materials present in, on or about the Premises or the
Building to the extent not caused or otherwise permitted, directly or
indirectly, by Tenant or Tenant's Representatives; or (ii) the removal,
investigation, monitoring or remediation of any Hazardous Material present in,
on or about the Premises or the Building caused by any source, including third
parties, other than Tenant or Tenant's Representatives; provided, however,
Tenant shall be fully liable for and otherwise obligated to Landlord under the
provisions of this Lease for all liabilities, costs, damages, penalties, claims,
judgments, expenses (including without limitation, attorneys' and experts' fees
and costs) and losses to the extent (a) Tenant or any of Tenant's
Representatives contributes to the presence of such Hazardous Materials, or
Tenant and/or any of Tenant's Representatives exacerbates the conditions caused
by such Hazardous Materials, or (b) Tenant and/or Tenant's Representatives
allows or permits persons over which Tenant or any of Tenant's Representatives
has control, and/or for which Tenant or any of Tenant's Representatives are
legally responsible for, to cause such Hazardous Materials to be present in, on,
under, through or about any portion of the Premises, the Common Areas, the
Building or the Park, or (c) Tenant and/or any of Tenant's Representatives does
not take all reasonably appropriate actions to prevent such persons over which
Tenant or any of Tenant's Representatives has control and/or for which Tenant or
any of Tenant's Representatives are legally responsible from causing the
presence of Hazardous Materials in, on, under, through or about any portion of
the Premises, the Common Areas, the Building or the Park.

30.     FINANCIAL STATEMENTS: Tenant, for the reliance of Landlord, any lender
holding or anticipated to acquire a lien upon the Premises, the Building or the
Park or any portion thereof, or any prospective purchaser of the Building or the
Park or any portion thereof, within ten (10) days after Landlord's request
therefor, but not more often than once annually so long as Tenant is not in
default of this Lease, shall deliver to Landlord the then current audited
financial statements of Tenant (including interim periods following the end of
the last fiscal year for which annual statements are available) which statements
shall be prepared or compiled by a certified public accountant and shall present
fairly the financial condition of Tenant at such dates and the result of its
operations and changes in its financial positions for the periods ended on such
dates. If an audited financial statement has not been prepared, Tenant shall
provide Landlord with an unaudited financial statement and/or such other
information, the type and form of which are acceptable to Landlord in Landlord's
reasonable discretion, which reflects the financial condition of Tenant. If
Landlord so requests, Tenant shall deliver to Landlord an opinion of a certified
public accountant, including a balance sheet and profit and loss statement for
the most recent prior year, all prepared in accordance with generally accepted
accounting principles consistently applied. Any and all options granted to
Tenant hereunder shall be subject to and conditioned upon Landlord's reasonable
approval of Tenant's financial condition at the time of Tenant's exercise of any
such option.


31.     GENERAL PROVISIONS:

        31.1    TIME. Time is of the essence in this Lease and with respect to
each and all of its provisions in which performance is a factor.

        31.2    SUCCESSORS AND ASSIGNS. The covenants and conditions herein
contained, subject to the provisions as to assignment, apply to and bind the
heirs, successors, executors, administrators and assigns of the parties hereto.

        31.3    RECORDATION. Tenant shall not record this Lease or a short form
memorandum hereof without the prior written consent of the Landlord.

        31.4    LANDLORD'S PERSONAL LIABILITY. The liability of Landlord (which,
for purposes of this Lease, shall include Landlord and the owner of the Building
if other than Landlord) to Tenant for any default by Landlord under the terms of
this Lease shall be limited to the actual interest of Landlord and its present
or future partners or members in the Premises or the Building, and Tenant agrees
to look solely to the Premises for satisfaction of any liability and shall not
look to other assets of Landlord nor seek any recourse against the assets of the
individual partners, members, directors, officers, shareholders, agents or
employees of Landlord (including without limitation, any property management
company of Landlord); it being intended that Landlord and the individual
partners, members, directors, officers, shareholders, agents and employees of
Landlord (including without limitation, any property management company of
Landlord) shall not be personally liable in any manner whatsoever for any
judgment or deficiency. The liability of Landlord under this Lease is limited to
its actual period of ownership of title to the Building, and Landlord shall be
automatically released from further performance under this Lease upon transfer
of Landlord's interest in the Premises or the Building.



                                       20
<PAGE>   21

        31.5    SEPARABILITY. Any provisions of this Lease which shall prove to
be invalid, void or illegal shall in no way affect, impair or invalidate any
other provisions hereof and such other provision shall remain in full force and
effect.

        31.6    CHOICE OF LAW. This Lease shall be governed by, and construed in
accordance with, the laws of the State of California.

        31.7    ATTORNEYS' FEES. In the event any dispute between the parties
results in litigation or other proceeding, the prevailing party shall be
reimbursed by the party not prevailing for all reasonable costs and expenses,
including, without limitation, reasonable attorneys' and experts' fees and costs
incurred by the prevailing party in connection with such litigation or other
proceeding, and any appeal thereof. Such costs, expenses and fees shall be
included in and made a part of the judgment recovered by the prevailing party,
if any.

        31.8    ENTIRE AGREEMENT. This Lease supersedes any prior agreements,
representations, negotiations or correspondence between the parties, and
contains the entire agreement of the parties on matters covered. No other
agreement, statement or promise made by any party, that is not in writing and
signed by all parties to this Lease, shall be binding.

        31.9    WARRANTY OF AUTHORITY. On the date that Tenant executes this
Lease, Tenant shall deliver to Landlord an original certificate of status for
Tenant issued by the California Secretary of State or statement of partnership
for Tenant recorded in the county in which the Premises are located, as
applicable, and such other documents as Landlord may reasonably request with
regard to the lawful existence of Tenant. Each person executing this Lease on
behalf of a party represents and warrants that (1) such person is duly and
validly authorized to do so on behalf of the entity it purports to so bind, and
(2) if such party is a partnership, corporation or trustee, that such
partnership, corporation or trustee has full right and authority to enter into
this Lease and perform all of its obligations hereunder. Tenant hereby warrants
that this Lease is valid and binding upon Tenant and enforceable against Tenant
in accordance with its terms.

        31.10   NOTICES. Any and all notices and demands required or permitted
to be given hereunder to Landlord shall be in writing and shall be sent: (a) by
United States mail, certified and postage prepaid; or (b) by personal delivery;
or (c) by overnight courier, addressed to Landlord at 101 Lincoln Centre Drive,
Fourth Floor, Foster City, California 94404-1167. Any and all notices and
demands required or permitted to be given hereunder to Tenant shall be in
writing and shall be sent: (i) by United States mail, certified and postage
prepaid; or (ii) by personal delivery to any employee or agent of Tenant over
the age of eighteen (18) years of age; or (iii) by overnight courier, all of
which shall be addressed to Tenant at the Premises. Notice and/or demand shall
be deemed given upon the earlier of actual receipt or the third day following
deposit in the United States mail. Any notice or requirement of service required
by any statute or law now or hereafter in effect, including, but not limited to,
California Code of Civil Procedure Sections 1161, 1161.1, and 1162 (including
any amendments, supplements or substitutions thereof), is hereby waived by
Tenant.

        31.11   JOINT AND SEVERAL. If Tenant consists of more than one person or
entity, the obligations of all such persons or entities shall be joint and
several.

        31.12   COVENANTS AND CONDITIONS. Each provision to be performed by
Tenant hereunder shall be deemed to be both a covenant and a condition.

        31.13   WAIVER OF JURY TRIAL. The parties hereto shall and they hereby
do waive trial by jury in any action, proceeding or counterclaim brought by
either of the parties hereto against the other on any matters whatsoever arising
out of or in any way related to this Lease, the relationship of Landlord and
Tenant, Tenant's use or occupancy of the Premises, the Building or the Park,
and/or any claim of injury, loss or damage.

        31.14   COUNTERCLAIMS. In the event Landlord commences any proceedings
for nonpayment of Rent, Additional Rent, or any other sums or amounts due
hereunder, Tenant shall not interpose any counterclaim of whatever nature or
description in any such proceedings, provided, however, nothing contained herein
shall be deemed or construed as a waiver of the Tenant's right to assert such
claims in any separate action brought by Tenant or the right to offset the
amount of any final judgment owed by Landlord to Tenant.

        31.15   UNDERLINING. The use of underlining within the Lease is for
Landlord's reference purposes only and no other meaning or emphasis is intended
by this use, nor should any be inferred.

        31.16   MERGER. The voluntary or other surrender of this Lease by
Tenant, the mutual termination or cancellation hereof by Landlord and Tenant, or
a termination of this Lease by Landlord for a material default by Tenant
hereunder, shall not work a merger, and, at the sole option of Landlord, (i)
shall terminate all or any existing subleases or subtenancies, or (ii) may
operate as an assignment to Landlord of any or all of such subleases or
subtenancies. Landlord's election of either or both of the





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<PAGE>   22

foregoing options shall be exercised by delivery by Landlord of written notice
thereof to Tenant and all known subtenants under any sublease.


32.     SIGNS: All signs and graphics of every kind visible in or from public
view or corridors or the exterior of the Premises shall be subject to Landlord's
prior written approval and shall be subject to any applicable governmental laws,
ordinances, and regulations and in compliance with Landlord's sign criteria as
same may exist from time to time. Tenant shall remove all such signs and
graphics prior to the termination of this Lease. Such installations and removals
shall be made in a manner as to avoid damage or defacement of the Premises; and
Tenant shall repair any damage or defacement, including without limitation,
discoloration caused by such installation or removal. Landlord shall have the
right, at its option, to deduct from the Security Deposit such sums as are
reasonably necessary to remove such signs, including, but not limited to, the
costs and expenses associated with any repairs necessitated by such removal.
Notwithstanding the foregoing, in no event shall any: (a) neon, flashing or
moving sign(s) or (b) sign(s) which shall interfere with the visibility of any
sign, awning, canopy, advertising matter, or decoration of any kind of any other
business or occupant of the Building or the Park be permitted hereunder. Tenant
further agrees to maintain any such sign, awning, canopy, advertising matter,
lettering, decoration or other thing as may be approved in good condition and
repair at all times.


33.     MORTGAGEE PROTECTION: Upon any default on the part of Landlord, Tenant
will give written notice by registered or certified mail to any beneficiary of a
deed of trust or mortgagee of a mortgage covering the Premises who has provided
Tenant with notice of their interest together with an address for receiving
notice, and shall offer such beneficiary or mortgagee a reasonable opportunity
to cure the default (which, in no event shall be less than ninety (90) days),
including time to obtain possession of the Premises by power of sale or a
judicial foreclosure, if such should prove necessary to effect a cure. If such
default cannot be cured within such time period, then such additional time as
may be necessary will be given to such beneficiary or mortgagee to effect such
cure so long as such beneficiary or mortgagee has commenced the cure within the
original time period and thereafter diligently pursues such cure to completion,
in which event this Lease shall not be terminated while such cure is being
diligently pursued. Tenant agrees that each lender to whom this Lease has been
assigned by Landlord is an express third party beneficiary hereof. Tenant shall
not make any prepayment of Rent more than one (1) month in advance without the
prior written consent of each such lender, except if Tenant is required to make
quarterly payments of Rent in advance pursuant to the provisions of Section 8
above and except for the initial prepaid rent described in Section 3 of this
Lease. Tenant waives the collection of any deposit from such lender(s) or any
purchaser at a foreclosure sale of such lender(s)' deed of trust unless the
lender(s) or such purchaser shall have actually received and not refunded the
deposit. Tenant agrees to make all payments under this Lease to the lender with
the most senior encumbrance upon receiving a direction, in writing, to pay said
amounts to such lender. Tenant shall comply with such written direction to pay
without determining whether an event of default exists under such lender's loan
to Landlord.


34.     QUITCLAIM: Upon any termination of this Lease, Tenant shall, at
Landlord's request, execute, have acknowledged and deliver to Landlord a
quitclaim deed of Tenant's interest in and to the Premises. If Tenant fails to
so deliver to Landlord such a quitclaim deed, Tenant hereby agrees that Landlord
shall have the full authority and right to record such a quitclaim deed signed
only by Landlord and such quitclaim deed shall be deemed conclusive and binding
upon Tenant.


35.     MODIFICATIONS FOR LENDER: If, in connection with obtaining financing for
the Premises or any portion thereof, Landlord's lender shall request reasonable
modification(s) to this Lease as a condition to such financing, Tenant shall not
unreasonably withhold, delay or defer its consent thereto, provided such
modifications do not materially adversely affect Tenant's rights hereunder or
the use, occupancy or quiet enjoyment of Tenant hereunder.


36.     WARRANTIES OF TENANT: Tenant hereby warrants and represents to Landlord,
for the express benefit of Landlord, that Tenant has undertaken a complete and
independent evaluation of the risks inherent in the execution of this Lease and
the operation of the Premises for the use permitted hereby, and that, based upon
said independent evaluation, Tenant has elected to enter into this Lease and
hereby assumes all risks with respect thereto. Tenant hereby further warrants
and represents to Landlord, for the express benefit of Landlord, that in
entering into this Lease, Tenant has not relied upon any statement, fact,
promise or representation (whether express or implied, written or oral) not
specifically set forth herein in writing and that any statement, fact, promise
or representation (whether express or implied, written or oral) made at any time
to Tenant, which is not expressly incorporated herein in writing, is hereby
waived by Tenant.


37.     COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT: Landlord and Tenant
hereby agree and acknowledge that the Premises, the Building and/or the Park may
be subject to the requirements of the Americans with Disabilities Act, a federal
law codified at 42 U.S.C. 12101 et seq, including, but not






                                       22
<PAGE>   23

limited to Title III thereof, all regulations and guidelines related thereto,
together with any and all laws, rules, regulations, ordinances, codes and
statutes now or hereafter enacted by local or state agencies having jurisdiction
thereof, including all requirements of Title 24 of the State of California, as
the same may be in effect on the date of this Lease and may be hereafter
modified, amended or supplemented (collectively, the "ADA"). Tenant shall be
solely responsible for conducting its own independent investigation of this
matter and for ensuring that the design of all improvements or alterations to be
made to the Premises by, or on behalf of, Tenant strictly comply with all
requirements of the ADA. Subject to reimbursement pursuant to Section 6 of the
Lease, if any barrier removal work or other work is required to the Building,
the Common Areas or the Park under the ADA, then such work shall be the
responsibility of Landlord; provided, if such work is required under the ADA as
a result of any work or alteration made to the Premises by or on behalf of
Tenant, then such work shall be performed by Landlord at the sole cost and
expense of Tenant. Except as otherwise expressly provided in this provision,
Tenant shall be responsible at its sole cost and expense for fully and
faithfully complying with all applicable requirements of the ADA to the extent
such compliance is necessitated due to Tenant's particular use of the Premises,
including without limitation, not discriminating against any disabled persons in
the operation of Tenant's business in or about the Premises, and offering or
otherwise providing auxiliary aids and services as, and when, required by the
ADA. Within ten (10) days after receipt, Landlord and Tenant shall advise the
other party in writing, and provide the other with copies of (as applicable),
any notices alleging violation of the ADA relating to any portion of the
Premises or the Building; any claims made or threatened in writing regarding
noncompliance with the ADA and relating to any portion of the Premises or the
Building; or any governmental or regulatory actions or investigations instituted
or threatened regarding noncompliance with the ADA and relating to any portion
of the Premises or the Building. Tenant shall and hereby agrees to protect,
defend (with counsel acceptable to Landlord) and hold Landlord and the other
Indemnitees harmless and indemnify the Indemnitees from and against all
liabilities, damages, claims, losses, penalties, judgments, charges and expenses
(including reasonable attorneys' fees, costs of court and expenses necessary in
the prosecution or defense of any litigation including the enforcement of this
provision) arising from or in any way related to, directly or indirectly,
Tenant's or Tenant's Representatives' violation or alleged violation of the ADA.
Tenant agrees that the obligations of Tenant herein shall survive the expiration
or earlier termination of this Lease.


38.     BROKERAGE COMMISSION: Landlord and Tenant each represents and warrants
for the benefit of the other that it has had no dealings with any real estate
broker, agent or finder in connection with the Premises and/or the negotiation
of this Lease, except for the Broker(s) (as set forth on Page 1), and that it
knows of no other real estate broker, agent or finder who is or might be
entitled to a real estate brokerage commission or finder's fee in connection
with this Lease or otherwise based upon contacts between the claimant and
Tenant. Each party shall indemnify and hold harmless the other from and against
any and all liabilities or expenses arising out of claims made for a fee or
commission by any real estate broker, agent or finder in connection with the
Premises and this Lease other than Broker(s), if any, resulting from the actions
of the indemnifying party. Any real estate brokerage commission or finder's fee
payable to the Broker(s) in connection with this Lease shall only be payable and
applicable to the extent of the initial Term of the Lease and to the extent of
the Premises as same exist as of the date on which Tenant executes this Lease.
Unless expressly agreed to in writing by Landlord and Broker(s), no real estate
brokerage commission or finder's fee shall be owed to, or otherwise payable to,
the Broker(s) for any renewals or other extensions of the initial Term of this
Lease or for any additional space leased by Tenant other than the Premises as
same exists as of the date on which Tenant executes this Lease. Tenant further
represents and warrants to Landlord that Tenant will not receive (i) any portion
of any brokerage commission or finder's fee payable to the Broker(s) in
connection with this Lease or (ii) any other form of compensation or incentive
from the Broker(s) with respect to this Lease.


39.     QUIET ENJOYMENT: Landlord covenants with Tenant, upon the paying of Rent
and observing and keeping the covenants, agreements and conditions of this Lease
on its part to be kept, and during the periods that Tenant is not otherwise in
default (beyond any applicable cure periods described in Section 20 of this
Lease) of any of the terms or provisions of this Lease, and subject to the
rights of any of Landlord's lenders, (i) that Tenant shall and may peaceably and
quietly hold, occupy and enjoy the Premises and the Common Areas during the Term
of this Lease, and (ii) neither Landlord, nor any successor or assign of
Landlord, shall disturb Tenant's occupancy or enjoyment of the Premises and the
Common Areas.


40.     LANDLORD'S ABILITY TO PERFORM TENANT'S UNPERFORMED OBLIGATIONS:
Notwithstanding anything to the contrary contained in this Lease, if Tenant
shall fail to perform any of the terms, provisions, covenants or conditions to
be performed or complied with by Tenant pursuant to this Lease, and/or if the
failure of Tenant relates to a matter which in Landlord's judgment reasonably
exercised is of an emergency nature and such failure shall remain uncured for a
period of time commensurate with such emergency, then Landlord may, at
Landlord's option without any obligation to do so, and in its sole discretion as
to the necessity therefor, perform any such term, provision, covenant, or
condition, or make any such payment and Landlord by reason of so doing shall not
be liable or responsible for any loss or damage thereby sustained by Tenant or
anyone holding under or through Tenant. If Landlord





                                       23
<PAGE>   24

performs any of Tenant's obligations hereunder, the full amount of the cost
and expense entailed or the payment so made or the amount of the loss so
sustained shall immediately be owing by Tenant to Landlord, and Tenant shall
promptly pay to Landlord upon demand, as Additional Rent, the full amount
thereof with interest thereon from the date of payment at the greater of (i) ten
percent (10%) per annum, or (ii) the highest rate permitted by applicable law
and Enforcement Expenses.

41.     CONDITION OF EFFECTIVENESS OF LEASE: Notwithstanding anything to the
contrary contained herein, the effectiveness of this Lease is expressly
conditioned upon Landlord and ACI-US, Inc. ("Existing Tenant") terminating the
Existing Tenant's Lease by executing an agreement to terminate said lease
agreements ("Termination Agreement"). In no event or circumstance shall this
Lease be effective or enforceable against Landlord or Tenant unless and until
Landlord and Existing Tenant execute and deliver such Termination Agreement.
Landlord shall notify Tenant of the satisfaction of such condition. Upon
delivery of such written notice by Landlord, this Lease shall be fully effective
to the parties. If Landlord notifies Tenant that it is unable to obtain such
Termination Agreement, then this Lease shall terminate and be of no further
force and effect.


        IN WITNESS WHEREOF, this Lease is executed by the parties as of the
Lease Date referenced on Page 1 of this Lease.

TENANT:

Cardiac Pathways Corporation,
a Delaware corporation


By:      /S/ David W. Gryska
       ----------------------------------------

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

Date:    4/28/98
       ----------------------------------------

LANDLORD:

SUNNYVALE BUSINESS PARK,
A CALIFORNIA LIMITED PARTNERSHIP

By:    LINCOLN MATHILDA ASSOCIATES LIMITED PARTNERSHIP,
       a California limited partnership

       By:     LPC MS, Inc.,
               as agent and manager for SUNNYVALE BUSINESS PARK, 
               A CALIFORNIA LIMITED PARTNERSHIP

               By:   Signature Illegible
                   ----------------------------------------
                   Senior Vice President


              Date:
                   ----------------------------------------


By:    PATRICIAN ASSOCIATES, INC.,
       a California corporation


By:    /s/ John N. Urban
       ----------------------------------------

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

Date:
       ----------------------------------------




                                       24
<PAGE>   25

                              EXHIBIT A - PREMISES


This exhibit, entitled "Premises", is and shall constitute EXHIBIT A to that
certain Lease Agreement dated April 27, 1998 (the "Lease"), by and between
SUNNYVALE BUSINESS PARK, A CALIFORNIA LIMITED PARTNERSHIP ("Landlord") and
Cardiac Pathways Corporation, a Delaware corporation ("Tenant") for the leasing
of certain premises located in the Sunnyvale Business Park at 824 W. California
Avenue, Sunnyvale, California (the "Premises").

The Premises consist of the rentable square footage of space specified in the
Basic Lease Information and has the address specified in the Basic Lease
Information. The Premises are a part of and are contained in the Building
specified in the Basic Lease Information. The cross-hatched area depicts the
Premises within the Project:




                        [SUNNYVALE BUSINESS PARK DIAGRAM]



<PAGE>   26

                          EXHIBIT C TO LEASE AGREEMENT

                               RULES & REGULATIONS



This exhibit, entitled "Rules & Regulations", is and shall constitute EXHIBIT C
to that certain Lease Agreement dated April 27, 1998 (the "Lease"), by and
between SUNNYVALE BUSINESS PARK, A CALIFORNIA LIMITED PARTNERSHIP ("Landlord")
and Cardiac Pathways Corporation, a Delaware corporation ("Tenant") for the
leasing of certain premises located in the Sunnyvale Business Park at 824 W.
California Avenue, Sunnyvale, California (the "Premises"). The terms, conditions
and provisions of this EXHIBIT C are hereby incorporated into and are made a
part of the Lease. Any capitalized terms used herein and not otherwise defined
herein shall have the meaning ascribed to such terms as set forth in the Lease:


     1.   No advertisement, picture or sign of any sort shall be displayed on or
          outside the Premises or the Building without the prior written consent
          of Landlord. Landlord shall have the right to remove any such
          unapproved item without notice and at Tenant's expense.

     2.   Tenant shall not regularly park motor vehicles in designated parking
          areas after the conclusion of normal daily business activity.

     3.   Tenant shall not use any method of heating or air conditioning other
          than that supplied by Landlord without the prior written consent of
          Landlord.

     4.   All window coverings installed by Tenant and visible from the outside
          of the Building require the prior written approval of Landlord.

     5.   Tenant shall not use, keep or permit to be used or kept any foul or
          noxious gas or substance or any flammable or combustible materials on
          or around the Premises, the Building or the Park.

     6.   Tenant shall not alter any lock or install any new locks or bolts on
          any door at the Premises without the prior consent of Landlord.

     7.   Tenant agrees not to make any duplicate keys without the prior consent
          of Landlord.

     8.   Tenant shall park motor vehicles in those general parking areas as
          designated by Landlord except for loading and unloading. During those
          periods of loading and unloading, Tenant shall not unreasonably
          interfere with traffic flow within the Park and loading and unloading
          areas of other tenants.

     9.   Tenant shall not disturb, solicit or canvas any occupant of the
          Building or Park and shall cooperate to prevent same.

     10.  No person shall go on the roof without Landlord's permission.

     11.  Business machines and mechanical equipment belonging to Tenant which
          cause noise or vibration that may be transmitted to the structure of
          the Building, to such a degree as to be objectionable to Landlord or
          other Tenants, shall be placed and maintained by Tenant, at Tenant's
          expense, on vibration eliminators or other devices sufficient to
          eliminate noise or vibration.

     12.  All goods, including material used to store goods, delivered to the
          Premises of Tenant shall be immediately moved into the Premises and
          shall not be left in parking or receiving areas overnight.

     13.  Tractor trailers which must be unhooked or parked with dolly wheels
          beyond the concrete loading areas must use steel plates or wood blocks
          under the dolly wheels to prevent damage to the asphalt paving
          surfaces. No parking or storing of such trailers will be permitted in
          the auto parking areas of the Park or on streets adjacent thereto.

     14.  Forklifts which operate on asphalt paving areas shall not have solid
          rubber tires and shall only use tires that do not damage the asphalt.

     15.  Tenant is responsible for the storage and removal of all trash and
          refuse. All such trash and refuse shall be contained in suitable
          receptacles stored behind screened enclosures at locations approved by
          Landlord.

     16.  Tenant shall not store or permit the storage or placement of goods, or
          merchandise or pallets or equipment of any sort in or around the
          Premises, the Building, the Park or any of the Common Areas of the
          foregoing. No displays or sales of merchandise shall be allowed in the
          parking lots or other Common Areas.

     17.  In accordance with conditions numbers 25 and 26 of the Special
          Development Permit No. 5188 issued by the City of Sunnyvale to Lessor,
          1) "Hours of operation of delivery trucks on the property shall be
          limited to the hours between 6:00 a.m. to 10:00 p.m. with only
          maintenance crews on Sundays and holidays." 2) "Trucks operating in
          and out of the property, shall not use California Avenue west of
          Pastoria, at any time."

     18.  Tenant shall not permit any animals, including, but not limited to,
          any household pets, to be brought or kept in or about the Premises,
          the Building, the Park or any of the Common Areas of the foregoing.

     19.  Tenant shall not permit any motor vehicles to be washed on any portion
          of the Premises or in the Common Areas of the Park, nor shall Tenant
          permit mechanical work or maintenance of motor vehicles to be
          performed on any portion of the Premises or in the Common Areas of the
          Park.




<PAGE>   27

                                    EXHIBIT E

                   HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE


Your cooperation in this matter is appreciated. Initially, the information
provided by you in this Hazardous Materials Disclosure Certificate is necessary
for the Landlord (identified below) to evaluate and finalize a lease agreement
with you as tenant. After a lease agreement is signed by you and the Landlord
(the "Lease Agreement"), on an annual basis in accordance with the provisions of
Section 29 of the signed Lease Agreement, you are to provide an update to the
information initially provided by you in this certificate. The information
contained in the initial Hazardous Materials Disclosure Certificate and each
annual certificate provided by you thereafter will be maintained in
confidentiality by Landlord subject to release and disclosure as required by (i)
any lenders and owners and their respective environmental consultants, (ii) any
prospective purchaser(s) of all or any portion of the property on which the
Premises are located, (iii) Landlord to defend itself or its lenders, partners
or representatives against any claim or demand, and (iv) any laws, rules,
regulations, orders, decrees, or ordinances, including, without limitation,
court orders or subpoenas. Any and all capitalized terms used herein, which are
not otherwise defined herein, shall have the same meaning ascribed to such term
in the signed Lease Agreement. Any questions regarding this certificate should
be directed to, and when completed, the certificate should be delivered to:

Landlord:

               ______________________________________________________
               ______________________________________________________
               c/o Lincoln Property Company Management Services, Inc.
               101 Lincoln Centre Drive, Fourth Floor
               Foster City, California  94404
               Attn:_________________________________________________
               Phone: (650) 571-2200


Name of (Prospective) Tenant:__________________________________________________

Mailing Address:_______________________________________________________________

Contact Person, Title and Telephone Number(s):_________________________________

Contact Person for Hazardous Waste Materials Management and Manifests and
Telephone Number(s):___________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

Address of (Prospective) Premises:_____________________________________________

Length of (Prospective) initial Term:__________________________________________


1.   GENERAL INFORMATION:

     Describe the initial proposed operations to take place in, on, or about the
     Premises, including, without limitation, principal products processed,
     manufactured or assembled services and activities to be provided or
     otherwise conducted. Existing tenants should describe any proposed changes
     to on-going operations.



2.   USE, STORAGE AND DISPOSAL OF HAZARDOUS MATERIALS

     2.1  Will any Hazardous Materials be used, generated, stored or disposed of
          in, on or about the Premises? Existing tenants should describe any
          Hazardous Materials which continue to be used, generated, stored or
          disposed of in, on or about the Premises.

          Wastes                    Yes |_|              No |_|
          Chemical Products         Yes |_|              No |_|
          Other                     Yes |_|              No |_|

          If Yes is marked, please explain:____________________________________
          _____________________________________________________________________
          _____________________________________________________________________


     2.2  If Yes is marked in Section 2.1, attach a list of any Hazardous
          Materials to be used, generated, stored or disposed of in, on or about
          the Premises, including the applicable hazard class and an estimate of
          the quantities of such Hazardous Materials at any given time;
          estimated annual throughput; the proposed location(s) and method of
          storage





                                       1
<PAGE>   28

     (excluding nominal amounts of ordinary household cleaners and janitorial
     supplies which are not regulated by any Environmental Laws); and the
     proposed location(s) and method of disposal for each Hazardous Material,
     including, the estimated frequency, and the proposed contractors or
     subcontractors. Existing tenants should attach a list setting forth the
     information requested above and such list should include actual data from
     on-going operations and the identification of any variations in such
     information from the prior year's certificate.

3.   STORAGE TANKS AND SUMPS

     3.1  Is any above or below ground storage of gasoline, diesel, petroleum,
          or other Hazardous Materials in tanks or sumps proposed in, on or
          about the Premises? Existing tenants should describe any such actual
          or proposed activities.

          Yes |_|                   No |_|

          If yes, please explain:______________________________________________
          _____________________________________________________________________
          _____________________________________________________________________


4.   WASTE MANAGEMENT

     4.1  Has your company been issued an EPA Hazardous Waste Generator I.D.
          Number? Existing tenants should describe any additional identification
          numbers issued since the previous certificate.

          Yes |_|                   No |_|

     4.2  Has your company filed a biennial or quarterly reports as a hazardous
          waste generator? Existing tenants should describe any new reports
          filed.

          Yes |_|                   No |_|

          If yes, attach a copy of the most recent report filed.

5.   WASTEWATER TREATMENT AND DISCHARGE

     5.1  Will your company discharge wastewater or other wastes to:

          _____ storm drain?        _____ sewer?
          _____ surface water?      _____ no wastewater or other wastes 
                                          discharged.

          Existing tenants should indicate any actual discharges. If so,
          describe the nature of any proposed or actual discharge(s).
          _____________________________________________________________________
          _____________________________________________________________________


     5.2  Will any such wastewater or waste be treated before discharge?

          Yes |_|                   No |_|

          If yes, describe the type of treatment proposed to be conducted.
          Existing tenants should describe the actual treatment conducted.
          _____________________________________________________________________
          _____________________________________________________________________


6.   AIR DISCHARGES

     6.1  Do you plan for any air filtration systems or stacks to be used in
          your company's operations in, on or about the Premises that will
          discharge into the air; and will such air emissions be monitored?
          Existing tenants should indicate whether or not there are any such air
          filtration systems or stacks in use in, on or about the Premises which
          discharge into the air and whether such air emissions are being
          monitored.

          Yes |_|                   No |_|

          If yes, please describe:_____________________________________________
          _____________________________________________________________________
          _____________________________________________________________________





                                       2
<PAGE>   29

     6.2  Do you propose to operate any of the following types of equipment, or
          any other equipment requiring an air emissions permit? Existing
          tenants should specify any such equipment being operated in, on or
          about the Premises.

          _____ Spray booth(s)      _____ Incinerator(s)
          _____ Dip tank(s)         _____ Other (Please describe)
          _____ Drying oven(s)      _____ No Equipment Requiring Air Permits

          If yes, please describe:_____________________________________________
          _____________________________________________________________________
          _____________________________________________________________________


7.   HAZARDOUS MATERIALS DISCLOSURES

     7.1  Has your company prepared or will it be required to prepare a
          Hazardous Materials management plan ("Management Plan") pursuant to
          Fire Department or other governmental or regulatory agencies'
          requirements? Existing tenants should indicate whether or not a
          Management Plan is required and has been prepared.

          Yes |_|                   No |_|

          If yes, attach a copy of the Management Plan. Existing tenants should
          attach a copy of any required updates to the Management Plan.

     7.2  Are any of the Hazardous Materials, and in particular chemicals,
          proposed to be used in your operations in, on or about the Premises
          regulated under Proposition 65? Existing tenants should indicate
          whether or not there are any new Hazardous Materials being so used
          which are regulated under Proposition 65.

          Yes |_|                   No |_|

          If yes, please explain:______________________________________________
          _____________________________________________________________________
          _____________________________________________________________________


8.   ENFORCEMENT ACTIONS AND COMPLAINTS

     8.1  With respect to Hazardous Materials or Environmental Laws, has your
          company ever been subject to any agency enforcement actions,
          administrative orders, or consent decrees or has your company received
          requests for information, notice or demand letters, or any other
          inquiries regarding its operations? Existing tenants should indicate
          whether or not any such actions, orders or decrees have been, or are
          in the process of being, undertaken or if any such requests have been
          received.

          Yes |_|                   No |_|

          If yes, describe the actions, orders or decrees and any continuing
          compliance obligations imposed as a result of these actions, orders or
          decrees and also describe any requests, notices or demands, and attach
          a copy of all such documents. Existing tenants should describe and
          attach a copy of any new actions, orders, decrees, requests, notices
          or demands not already delivered to Landlord pursuant to the
          provisions of Section 29 of the signed Lease Agreement.
          _____________________________________________________________________
          _____________________________________________________________________
          _____________________________________________________________________


     8.2  Have there ever been, or are there now pending, any lawsuits against
          your company regarding any environmental or health and safety
          concerns?

          Yes |_|                   No |_|

          If yes, describe any such lawsuits and attach copies of the
          complaint(s), cross-complaint(s), pleadings and all other documents
          related thereto as requested by Landlord. Existing tenants should
          describe and attach a copy of any new complaint(s),
          cross-complaint(s), pleadings and other related documents not already
          delivered to Landlord pursuant to the provisions of Section 29 of the
          signed Lease Agreement.
          _____________________________________________________________________
          _____________________________________________________________________
          _____________________________________________________________________


     8.3  Have there been any problems or complaints from adjacent tenants,
          owners or other neighbors at your company's current facility with
          regard to environmental or health and





                                       3
<PAGE>   30

          safety concerns? Existing tenants should indicate whether or not there
          have been any such problems or complaints from adjacent tenants,
          owners or other neighbors at, about or near the Premises.

          Yes |_|                   No |_|

          If yes, please describe. Existing tenants should describe any such
          problems or complaints not already disclosed to Landlord under the
          provisions of the signed Lease Agreement.



9.   PERMITS AND LICENSES

     9.1  Attach copies of all Hazardous Materials permits and licenses
          including a Transporter Permit number issued to your company with
          respect to its proposed operations in, on or about the Premises,
          including, without limitation, any wastewater discharge permits, air
          emissions permits, and use permits or approvals. Existing tenants
          should attach copies of any new permits and licenses as well as any
          renewals of permits or licenses previously issued.

The undersigned hereby acknowledges and agrees that (A) this Hazardous Materials
Disclosure Certificate is being delivered in connection with, and as required
by, Landlord in connection with the evaluation and finalization of a Lease
Agreement and will be attached thereto as an exhibit; (B) that this Hazardous
Materials Disclosure Certificate is being delivered in accordance with, and as
required by, the provisions of Section 29 of the Lease Agreement; and (C) that
Tenant shall have and retain full and complete responsibility and liability with
respect to any of the Hazardous Materials disclosed in the HazMat Certificate
notwithstanding Landlord's/Tenant's receipt and/or approval of such certificate.
Tenant further agrees that none of the following described acts or events shall
be construed or otherwise interpreted as either (a) excusing, diminishing or
otherwise limiting Tenant from the requirement to fully and faithfully perform
its obligations under the Lease with respect to Hazardous Materials, including,
without limitation, Tenant's indemnification of the Indemnitees and compliance
with all Environmental Laws, or (b) imposing upon Landlord, directly or
indirectly, any duty or liability with respect to any such Hazardous Materials,
including, without limitation, any duty on Landlord to investigate or otherwise
verify the accuracy of the representations and statements made therein or to
ensure that Tenant is in compliance with all Environmental Laws; (i) the
delivery of such certificate to Landlord and/or Landlord's acceptance of such
certificate, (ii) Landlord's review and approval of such certificate, (iii)
Landlord's failure to obtain such certificate from Tenant at any time, or (iv)
Landlord's actual or constructive knowledge of the types and quantities of
Hazardous Materials being used, stored, generated, disposed of or transported on
or about the Premises by Tenant or Tenant's Representatives. Notwithstanding the
foregoing or anything to the contrary contained herein, the undersigned
acknowledges and agrees that Landlord and its partners, lenders and
representatives may, and will, rely upon the statements, representations,
warranties, and certifications made herein and the truthfulness thereof in
entering into the Lease Agreement and the continuance thereof throughout the
term, and any renewals thereof, of the Lease Agreement.

I (print name)__________________ , acting with full authority to bind the
(proposed) Tenant and on behalf of the (proposed) Tenant, certify, represent and
warrant that the information contained in this certificate is true and correct.


(PROSPECTIVE) TENANT:


By:     ________________________________________

Title:  ________________________________________

Date:   ________________________________________


                                       4
<PAGE>   31

                                    EXHIBIT F
                       FIRST AMENDMENT TO LEASE AGREEMENT
                           CHANGE OF COMMENCEMENT DATE



This First Amendment to Lease Agreement (the "Amendment") is made and entered
into to be effective as of ___________________, by and between
____________________________ ("LANDLORD"), AND ________________________
("TENANT"), with reference to the following facts:


                                    RECITALS

A.   Landlord and Tenant have entered into that certain Lease Agreement dated
     ___________ (the "Lease"), for the leasing of certain premises containing
     approximately __________ rentable square feet of space located at
     ____________________________, California (the "Premises") as such Premises
     are more fully described in the Lease.

B.   Landlord and Tenant wish to amend the Commencement Date of the Lease.

NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:

     1.   Recitals: Landlord and Tenant agree that the above recitals are true
          and correct.

     2.   The Commencement Date of the Lease shall be ________________________.

     3.   The last day of the Term of the Lease (the "Expiration Date") shall be
          ______________.

     4.   The dates on which the Base Rent will be adjusted are:

<TABLE>
<S>                                                                     <C>     
          for the period __________ to _________ the monthly Base Rent shall be $___________;
          for the period __________ to _________ the monthly Base Rent shall be $___________;and
          for the period __________ to _________ the monthly Base Rent shall be $___________;
</TABLE>

     5.   Effect of Amendment: Except as modified herein, the terms and
          conditions of the Lease shall remain unmodified and continue in full
          force and effect. In the event of any conflict between the terms and
          conditions of the Lease and this Amendment, the terms and conditions
          of this Amendment shall prevail.

     6.   Definitions: Unless otherwise defined in this Amendment, all terms not
          defined in this Amendment shall have the meaning set forth in the
          Lease.

     7.   Authority: Subject to the provisions of the Lease, this Amendment
          shall be binding upon and inure to the benefit of the parties hereto,
          their respective heirs, legal representatives, successors and assigns.
          Each party hereto and the persons signing below warrant that the
          person signing below on such party's behalf is authorized to do so and
          to bind such party to the terms of this Amendment.

     8.   The terms and provisions of the Lease are hereby incorporated in this
          Amendment.


IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and
year first above written.

[PROPERTY MANAGER: PLEASE PROVIDE TENANT INFORMATION AND WORD PROCESSING WILL
COMPLETE THE SIGNATURE BLOCK]



<PAGE>   32

                           EXHIBIT G (TENANT/LANDLORD)

           TENANT'S INITIAL HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE


Your cooperation in this matter is appreciated. Initially, the information
provided by you in this Hazardous Materials Disclosure Certificate is necessary
for the Landlord (identified below) to evaluate and finalize a lease agreement
with you as tenant. After a lease agreement is signed by you and the Landlord
(the "Lease Agreement"), on an annual basis in accordance with the provisions of
Section 29 of the signed Lease Agreement, you are to provide an update to the
information initially provided by you in this certificate. The information
contained in the initial Hazardous Materials Disclosure Certificate and each
annual certificate provided by you thereafter will be maintained in
confidentiality by Landlord subject to release and disclosure as required by (i)
any lenders and owners and their respective environmental consultants, (ii) any
prospective purchaser(s) of all or any portion of the property on which the
Premises are located, (iii) Landlord to defend itself or its lenders, partners
or representatives against any claim or demand, and (iv) any laws, rules,
regulations, orders, decrees, or ordinances, including, without limitation,
court orders or subpoenas. Any and all capitalized terms used herein, which are
not otherwise defined herein, shall have the same meaning ascribed to such term
in the signed Lease Agreement. Any questions regarding this certificate should
be directed to, and when completed, the certificate should be delivered to:

Landlord:         SUNNYVALE BUSINESS PARK
                  A CALIFORNIA LIMITED PARTNERSHIP
                  c/o Lincoln Property Company Management Services, Inc.
                  101 Lincoln Centre Drive, Fourth Floor
                  Foster City, California  94404
                  Attn:  Portfolio Manager
                  Phone: (650) 571-2200

Name of (Prospective) Tenant:  Cardiac Pathways Corporation

Mailing Address:  995 Benecia Avenue
                  Sunnyvale, California 94086

Contact Person, Title and Telephone Number(s):_________________________________

Contact Person for Hazardous Waste Materials Management and Manifests and
Telephone Number(s):___________________________________________________________


Address of (Prospective) Premises:_____________________________________________
_______________________________________________________________________________

Length of (Prospective) initial Term:__________________________________________
_______________________________________________________________________________


1.   GENERAL INFORMATION:

     Describe the initial proposed operations to take place in, on, or about the
     Premises, including, without limitation, principal products processed,
     manufactured or assembled services and activities to be provided or
     otherwise conducted. Existing tenants should describe any proposed changes
     to on-going operations.
     __________________________________________________________________________
     __________________________________________________________________________



2.   USE, STORAGE AND DISPOSAL OF HAZARDOUS MATERIALS

     2.1  Will any Hazardous Materials be used, generated, stored or disposed of
          in, on or about the Premises? Existing tenants should describe any
          Hazardous Materials which continue to be used, generated, stored or
          disposed of in, on or about the Premises.

          Wastes                    Yes [ ]                    No [ ]
          Chemical Products         Yes [ ]                    No [ ]
          Other                     Yes [ ]                    No [ ]

          If Yes is marked, please explain:____________________________________
          _____________________________________________________________________
          _____________________________________________________________________


     2.2  If Yes is marked in Section 2.1, attach a list of any Hazardous
          Materials to be used, generated, stored or disposed of in, on or about
          the Premises, including the applicable hazard class and an estimate of
          the quantities of such Hazardous Materials at any given time;
          estimated annual throughput; the proposed location(s) and method of
          storage (excluding nominal amounts of ordinary household cleaners and
          janitorial supplies which are not regulated by any Environmental
          Laws); and the proposed location(s) and method of disposal for each
          Hazardous Material, including, the estimated frequency, and the
          proposed contractors or subcontractors. Existing tenants should attach
          a list setting forth the information requested above and such list
          should include actual data from on-going



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          operations and the identification of any variations in such
          information from the prior year's certificate.

3.   STORAGE TANKS AND SUMPS

     3.1  Is any above or below ground storage of gasoline, diesel, petroleum,
          or other Hazardous Materials in tanks or sumps proposed in, on or
          about the Premises? Existing tenants should describe any such actual
          or proposed activities.

          Yes [ ]                   No [ ]

          If yes, please explain:______________________________________________
          _____________________________________________________________________
          _____________________________________________________________________


4.   WASTE MANAGEMENT

     4.1  Has your company been issued an EPA Hazardous Waste Generator I.D.
          Number? Existing tenants should describe any additional identification
          numbers issued since the previous certificate.

          Yes [ ]                   No [ ]

     4.2  Has your company filed a biennial or quarterly reports as a hazardous
          waste generator? Existing tenants should describe any new reports
          filed.

          Yes [ ]                   No [ ]

          If yes, attach a copy of the most recent report filed.

5.   WASTEWATER TREATMENT AND DISCHARGE

     5.1  Will your company discharge wastewater or other wastes to:

          _____ storm drain?        _____ sewer?
          _____ surface water?      _____ no wastewater or other wastes
                                          discharged.

          Existing tenants should indicate any actual discharges. If so,
          describe the nature of any proposed or actual discharge(s).
          _____________________________________________________________________
          _____________________________________________________________________


     5.2  Will any such wastewater or waste be treated before discharge?

          Yes [ ]                   No [ ]

          If yes, describe the type of treatment proposed to be conducted.
          Existing tenants should describe the actual treatment conducted.
          _____________________________________________________________________
          _____________________________________________________________________


6.   AIR DISCHARGES

     6.1  Do you plan for any air filtration systems or stacks to be used in
          your company's operations in, on or about the Premises that will
          discharge into the air; and will such air emissions be monitored?
          Existing tenants should indicate whether or not there are any such air
          filtration systems or stacks in use in, on or about the Premises which
          discharge into the air and whether such air emissions are being
          monitored.

          Yes [ ]                   No [ ]

          If yes, please describe:_____________________________________________
          _____________________________________________________________________
          _____________________________________________________________________


     6.2  Do you propose to operate any of the following types of equipment, or
          any other equipment requiring an air emissions permit? Existing
          tenants should specify any such equipment being operated in, on or
          about the Premises.

          _____ Spray booth(s)      _____ Incinerator(s)
          _____ Dip tank(s)         _____ Other (Please describe)
          _____ Drying oven(s)      _____ No Equipment Requiring Air Permits

          If yes, please describe:_____________________________________________
          _____________________________________________________________________
          _____________________________________________________________________




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7.   HAZARDOUS MATERIALS DISCLOSURES

     7.1  Has your company prepared or will it be required to prepare a
          Hazardous Materials management plan ("Management Plan") pursuant to
          Fire Department or other governmental or regulatory agencies'
          requirements? Existing tenants should indicate whether or not a
          Management Plan is required and has been prepared.

          Yes [ ]                   No [ ]

          If yes, attach a copy of the Management Plan. Existing tenants should
          attach a copy of any required updates to the Management Plan.

     7.2  Are any of the Hazardous Materials, and in particular chemicals,
          proposed to be used in your operations in, on or about the Premises
          regulated under Proposition 65? Existing tenants should indicate
          whether or not there are any new Hazardous Materials being so used
          which are regulated under Proposition 65.

          Yes [ ]                   No [ ]

          If yes, please explain:______________________________________________
          _____________________________________________________________________
          _____________________________________________________________________


8.   ENFORCEMENT ACTIONS AND COMPLAINTS

     8.1  With respect to Hazardous Materials or Environmental Laws, has your
          company ever been subject to any agency enforcement actions,
          administrative orders, or consent decrees or has your company received
          requests for information, notice or demand letters, or any other
          inquiries regarding its operations? Existing tenants should indicate
          whether or not any such actions, orders or decrees have been, or are
          in the process of being, undertaken or if any such requests have been
          received.

          Yes [ ]                   No [ ]

          If yes, describe the actions, orders or decrees and any continuing
          compliance obligations imposed as a result of these actions, orders or
          decrees and also describe any requests, notices or demands, and attach
          a copy of all such documents. Existing tenants should describe and
          attach a copy of any new actions, orders, decrees, requests, notices
          or demands not already delivered to Landlord pursuant to the
          provisions of Section 29 of the signed Lease Agreement.
          _____________________________________________________________________
          _____________________________________________________________________
          _____________________________________________________________________


     8.2  Have there ever been, or are there now pending, any lawsuits against
          your company regarding any environmental or health and safety
          concerns?

          Yes [ ]                   No [ ]

          If yes, describe any such lawsuits and attach copies of the
          complaint(s), cross-complaint(s), pleadings and all other documents
          related thereto as requested by Landlord. Existing tenants should
          describe and attach a copy of any new complaint(s),
          cross-complaint(s), pleadings and other related documents not already
          delivered to Landlord pursuant to the provisions of Section 29 of the
          signed Lease Agreement.
          _____________________________________________________________________
          _____________________________________________________________________
          _____________________________________________________________________


     8.3  Have there been any problems or complaints from adjacent tenants,
          owners or other neighbors at your company's current facility with
          regard to environmental or health and safety concerns? Existing
          tenants should indicate whether or not there have been any such
          problems or complaints from adjacent tenants, owners or other
          neighbors at, about or near the Premises.

          Yes [ ]                   No [ ]

          If yes, please describe. Existing tenants should describe any such
          problems or complaints not already disclosed to Landlord under the
          provisions of the signed Lease Agreement.
          _____________________________________________________________________
          _____________________________________________________________________


9.   PERMITS AND LICENSES

     9.1  Attach copies of all Hazardous Materials permits and licenses
          including a Transporter Permit number issued to your company with
          respect to its proposed operations in, on or about the Premises,





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<PAGE>   35

          including, without limitation, any wastewater discharge permits, air
          emissions permits, and use permits or approvals. Existing tenants
          should attach copies of any new permits and licenses as well as any
          renewals of permits or licenses previously issued.

The undersigned hereby acknowledges and agrees that (A) this Hazardous Materials
Disclosure Certificate is being delivered in connection with, and as required
by, Landlord in connection with the evaluation and finalization of a Lease
Agreement and will be attached thereto as an exhibit; (B) that this Hazardous
Materials Disclosure Certificate is being delivered in accordance with, and as
required by, the provisions of Section 29 of the Lease Agreement; and (C) that
Tenant shall have and retain full and complete responsibility and liability with
respect to any of the Hazardous Materials disclosed in the HazMat Certificate
notwithstanding Landlord's/Tenant's receipt and/or approval of such certificate.
Tenant further agrees that none of the following described acts or events shall
be construed or otherwise interpreted as either (a) excusing, diminishing or
otherwise limiting Tenant from the requirement to fully and faithfully perform
its obligations under the Lease with respect to Hazardous Materials, including,
without limitation, Tenant's indemnification of the Indemnitees and compliance
with all Environmental Laws, or (b) imposing upon Landlord, directly or
indirectly, any duty or liability with respect to any such Hazardous Materials,
including, without limitation, any duty on Landlord to investigate or otherwise
verify the accuracy of the representations and statements made therein or to
ensure that Tenant is in compliance with all Environmental Laws; (i) the
delivery of such certificate to Landlord and/or Landlord's acceptance of such
certificate, (ii) Landlord's review and approval of such certificate, (iii)
Landlord's failure to obtain such certificate from Tenant at any time, or (iv)
Landlord's actual or constructive knowledge of the types and quantities of
Hazardous Materials being used, stored, generated, disposed of or transported on
or about the Premises by Tenant or Tenant's Representatives. Notwithstanding the
foregoing or anything to the contrary contained herein, the undersigned
acknowledges and agrees that Landlord and its partners, lenders and
representatives may, and will, rely upon the statements, representations,
warranties, and certifications made herein and the truthfulness thereof in
entering into the Lease Agreement and the continuance thereof throughout the
term, and any renewals thereof, of the Lease Agreement.

I (print name)                   , acting with full authority to bind the
(proposed) Tenant and on behalf of the (proposed) Tenant, certify, represent and
warrant that the information contained in this certificate is true and correct.


(PROSPECTIVE) TENANT:


By:   ________________________________________

Its:  ________________________________________

Date: ________________________________________





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