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                                  EXHIBIT 10.8

           [LOGO]        AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

            STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-GROSS
                (Do not use this form for Multi-Tenant Property)

1.       BASIC PROVISIONS ("BASIC PROVISIONS")

         1.1    PARTIES:  This Lease ("LEASE"), dated for reference purposes
only, February 10, 1992, is made by and between 2181 Dupont Associates, a
California Limited Partnership ("LESSOR") and Procom Technology, Inc., a
California Corporation ("LESSEE"), (collectively the "PARTIES," or individually
a "PARTY").

         1.2    PREMISES:  That certain real property, including improvements
therein or to be provided by Lessor under the terms of this Lease, and commonly
known by the street address of 2181 Dupont Drive, Irvine, located in the County
of Orange, State of California, and generally described as (describe briefly
the nature of the property) an approximately 63,000 square foot portion of an
approximately 81,000 square foot freestanding industrial facility located on
tax assessor's parcel #445-112-08 (See Exhibit A) ("PREMISES").  (See Paragraph
2 for further provisions.)

         1.3    TERM:  Three (3) years and one (1) months ("ORIGINAL TERM")
commencing April 1, 1992 ("COMMENCEMENT DATE") and ending April 30, 1995
("EXPIRATION DATE").  (See Paragraph 3 for further provisions.)

         1.4    EARLY POSSESSION:  Upon mutual execution of lease documents
("Early Possession Date").  (See Paragraphs 3.2 and 3.3 for further
provisions.)

         1.5    BASE RENT:  $28,000.00 per month ("BASE RENT"), payable on the
first (1st) day of each month commencing April 1, 1992 (See Paragraph 4 for
further provisions.)

[X]      If this box is checked, there are provisions in this Lease for the
Base Rent to be adjusted.

         1.6    BASE RENT PAID UPON EXECUTION:  $28,000.00 as Base Rent for the
period April 1, 1992 - April 30, 1992.

         1.7    SECURITY DEPOSIT:  $28,000.00 ("SECURITY DEPOSIT").  (See
Paragraph 5 for further provisions.)

         1.8    PERMITTED USE:  General office, assembly, warehousing, and
distributing of computer related products.  (See Paragraph 6 for further
provisions.)

         1.9    INSURING PARTY:  Lessor is the "INSURING PARTY."  1992 is the
"BASE PREMIUM."  (See Paragraph 8 for further provisions.)

         1.10   REAL ESTATE BROKERS:  The following real estate brokers
(collectively, the "BROKERS") and brokerage relationships exist in this
transaction and are consented to by the Parties (check applicable boxes):
Hensley Realty Corporation (not participating in commissions - See Section 15)
represents  [X]  Lessor exclusively ("LESSOR'S BROKER");  [ ] both Lessor and
Lessee, and Lee & Associates - Mr. Chris Coyte and Mr. Jim Snyder represents
[X]  Lessee exclusively ("LESSEE'S BROKER");  [ ]  both Lessee and Lessor. 
(See Paragraph 15 for further provisions.)

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

         1.12   ADDENDA.  Attached hereto is an Addendum or Addenda consisting
of Paragraphs 49 through 58 and Exhibits A all of which constitute a part of
this Lease.

2.       PREMISES.

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

         2.2     CONDITION.  Lessor shall deliver the Premises to Lessee clean
and free of debris on the Commencement Date and warrants to Lessee that the
existing plumbing, fire sprinkler system, lighting, air conditioning, heating,
and loading doors, if any, in the Premises, other than those constructed by
Lessee, shall be in good operating condition on the Commencement Date.  If a
non-compliance with said warranty exists as of the Commencement Date, Lessor
shall, except as otherwise provided in this Lease, promptly after receipt of
written notice from Lessee setting forth with specificity the nature and extent
of such non-compliance, rectify same at Lessor's expense.  If Lessee does not
give Lessor written notice of a non-compliance with this warranty days after
the Commencement Date, correction of that non-compliance shall be the
obligation of Lessee at Lessee's sole cost and expense.

         2.3     COMPLIANCE WITH COVENANTS, RESTRICTIONS AND BUILDING CODE.
Lessor warrants to Lessee that the improvements on the Premises comply with all
applicable covenants or restrictions of record and applicable building codes,
regulations and ordinances in effect on the Commencement Date.  Said warranty
does not apply to the use to which Lessee will put the Premises or to any
Alterations or Utility Installations (as defined in Paragraph 7.3 (a)) made or
to be made by Lessee.  If the Premises do not comply with said warranty, Lessor
shall, except as otherwise provided in this Lease, promptly after receipt of
written notice from Lessee setting forth with specificity the nature and extent
of such non-compliance, rectify the same at Lessor's expense.  It Lessee does
not give Lessor written notice of a non-compliance with this warranty within
six (6) months following the Commencement Date, correction of that
non-compliance shall be the obligation of Lessee at Lessee's sole cost and
expense.

         2.4     ACCEPTANCE OF PREMISES.  Lessee hereby acknowledges: (a) that
it has been advised by the Brokers to satisfy itself with respect to the
condition of the Premises (including but not limited to the electrical and fire
sprinkler systems, security, environmental aspects, compliance with Applicable
Law, as defined in Paragraph 6.3) and the present and future suitability of the
Premises for Lessee's intended use , (b) that Lessee has made such
investigation as it deems necessary with reference to such matters and assumes
all responsibility therefor as the same relate to Lessee's occupancy of the
Premises and/or the term of this Lease, and (c) that neither Lessor, nor any of
Lessor's agents, has made any oral or written representations or warranties
with respect to the said matters other than as set forth in this Lease.

3.       TERM.

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

         3.2     EARLY POSSESSION.  If Lessee totally or partially occupies the
Premises prior to the Commencement Date, the obligation to pay Base Rent shall
be abated for the period of such early possession.  All other terms of this
Lease, however, (including but not limited to the obligations to pay Real
Property Taxes and insurance premiums and to maintain the Premises) shall be in
effect during such period.  Any such early possession shall not affect nor
advance the Expiration Date of the Original Term.

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         3.3     DELAY IN POSSESSION.  If for any reason Lessor cannot deliver
possession of the Premises to Lessee as agreed herein by the Early Possession
Date, if one is specified in Paragraph 1.4, or, if no Early Possession Date is
specified, by the Commencement Date, Lessor shall not be subject to any
liability therefor, nor shall such failure affect the validity of this Lease,
or the obligations of Lessee hereunder, or extend the term hereof, but in such
case, Lessee shall not, except as otherwise provided herein, be obligated to
pay rent or perform any other obligation of Lessee under the terms of this
Lease until Lessor delivers possession of the Premises to Lessee.  If
possession of the Premises is not delivered to Lessee within sixty (60) days
after the Commencement Date, Lessee may, at its option, by notice in writing to
Lessor within ten (10) days thereafter, cancel this Lease, in which event the
Parties shall be discharged from all obligations hereunder; provided, however,
that if such written notice by Lessee is not received by Lessor within said ten
(10) day period, Lessee's right to cancel this Lease shall terminate and be of
no further force or effect.  Except as may be otherwise provided, and
regardless of when the term actually commences, if possession is not tendered
to Lessee when required by this Lease and Lessee does not terminate this Lease,
as aforesaid, the period free of the obligation to pay Base Rent, it any, that
Lessee would otherwise have enjoyed shall run from the date of delivery of
possession and continue for a period equal to what Lessee would otherwise have
enjoyed under the terms hereof, but minus any days of delay caused by the acts,
changes or omissions of Lessee.

4.       RENT.

         4.1     BASE RENT.  Lessee shall cause payment of Base Rent and other
rent or charges, as the same may be adjusted from time to time, to be received
by Lessor in lawful money of the United States, without offset or deduction, on
or before the day on which it is due under the terms of this Lease.  Base Rent
and all other rent and charges for any period during the term hereof which is
for less than one (1) full calendar month shall be prorated based upon the
actual number of days of the calendar month involved, Payment of Base Rent and
other charges shall be made to Lessor at its address stated herein or to such
other persons or at such other addresses as Lessor may from time to time
designate in writing to Lessee.

5.       SECURITY DEPOSIT.  Lessee shall deposit with Lessor upon execution
hereof the Security Deposit set forth in Paragraph 1.7 as security for Lessee's
faithful performance of Lessee's obligations under this Lease.  If Lessee tails
to pay Base Rent or other rent or charges due hereunder, or otherwise Defaults
under this Lease (as defined in Paragraph 13.1), Lessor may use, apply or
retain all or any portion of said Security Deposit for the payment of any
amount due Lessor or to reimburse or compensate Lessor for any liability, cost,
expense, loss or damage (including attorneys' fees) which Lessor may suffer or
incur by reason thereof.  If Lessor uses or applies all or any portion of said
Security Deposit.  Lessee shall within ten (10) days after written request
therefor deposit moneys with Lessor sufficient to restore said Security Deposit
to the full amount required by this Lease.  Any time the Base Rent increases
during the term of this Lease, Lessee shall, upon written request from Lessor,
deposit additional moneys with Lessor sufficient to maintain the same ratio
between the Security Deposit and the Base Rent as those amounts are specified
in the Basic Provisions.  Lessor shall not be required to keep all or any part
of the Security Deposit separate from its general accounts.  Lessor shall, at
the expiration or earlier termination of the term hereof and after Lessee has
vacated the Premises, return to Lessee (or, at Lessor's option, to the last
assignee, if any, of Lessee's interest herein), that portion of the Security
Deposit not used or applied by Lessor.  Unless otherwise expressly agreed in
writing by Lessor, no part of the Security Deposit shall be considered to be
field in trust, to bear interest or other increment for its use, or to be
prepayment for any moneys to be paid by Lessee under this Lease.

6.       USE.

         6.1     USE.  Lessee shall use and occupy the Premises only for the
purposes set forth in Paragraph 1.8, or any other use which is comparable
thereto, and for no other purpose.  Lessee shall not use or permit the use of
the Premises in a manner that creates waste or a nuisance, or that disturbs
owners and/or occupants of, or causes damage to, neighboring premises or
properties.

         6.2     HAZARDOUS SUBSTANCES.

                 (a)      REPORTABLE USES REQUIRE CONSENT.  The term "HAZARDOUS
SUBSTANCE" as used in this Lease shall mean any product, substance, chemical,
material or waste whose presence, nature, quantity and/or intensity of
existence, use, manufacture, disposal, transportation, spill, release or
effect, either by itself or in combination with other materials expected to be
on the Premises, is either: (i) potentially injurious to the public health,
safety or welfare, the environment or the Premises, (ii) regulated or monitored
by any governmental authority, or (iii) a basis for liability of Lessor to any
governmental agency or third party under any applicable statute or common law
theory.  Hazardous Substance shall include, but not be limited to,
hydrocarbons, petroleum, gasoline, crude oil or any products, by-products or
fractions thereof.  Lessee shall not engage in any activity in, on or about the
Premises which constitutes a Reportable Use (as hereinafter defined) of
Hazardous Substances without the express prior written consent of Lessor and
compliance in a timely manner (at Lessee's sole cost and expense) with all
Applicable Law (as defined in Paragraph 6.3). "REPORTABLE USE" shall mean (i)
the installation or use of any above or below ground storage tank, (ii) the
generation, possession, storage, use, transportation, or disposal of a
Hazardous Substance that requires a permit from, or with respect to which a
report, notice, registration or business plan is required to be filed with, any
governmental authority.  Reportable Use shall also include Lessee's being
responsible for the presence in, on or about the Premises of a Hazardous
Substance with respect to which any Applicable Law requires that a notice be
given to persons entering or occupying the Premises or neighboring properties.
Notwithstanding the foregoing, Lessee may, without Lessor's prior consent, but
in compliance with all Applicable Law, use any ordinary and customary materials
reasonably required to be used by Lessee in the normal course of Lessee's
business permitted on the Premises, so long as such use is not a Reportable Use
and does not expose the Premises or neighboring properties to any meaningful
risk of contamination or damage or expose Lessor to any liability therefor.  In
addition, Lessor may (but without any obligation to do so) condition its
consent to the use or presence of any Hazardous Substance, activity or storage
tank by Lessee upon Lessee's giving Lessor such additional assurances as
Lessor, in its reasonable discretion, deems necessary to protect itself, the
public, the Premises and the environment against damage, contamination or
injury and/or liability therefrom or therefor, including, but not limited to,
the installation (and removal on or before Lease expiration or earlier
termination) of reasonably necessary protective modifications to the Premises
(such as concrete encasements) and/or the deposit of an additional Security
Deposit under Paragraph 5 hereof.

                 (b)      DUTY TO INFORM LESSOR.  If Lessee knows, or has
reasonable cause to believe, that a Hazardous Substance, or a condition
involving or resulting from same, has come to be located in, on, under or about
the Premises, other than as previously consented to by Lessor, Lessee shall
immediately give written notice of such fact to Lessor.  Lessee shall also
immediately give Lessor a copy of any statement, report, notice, registration,
application, permit, business plan, license, claim, action or proceeding given
to, or received from, any governmental authority or private party, or persons
entering or occupying the Premises, concerning the presence, spill, release,
discharge of, or exposure to, any Hazardous Substance or contamination in, on,
or about the Premises, including but not limited to all such documents as may
be involved in any Reportable Uses involving the Premises.

                 (c)      INDEMNIFICATION.  Lessee shall indemnify, protect,
defend and hold Lessor, its agents, employees, lenders and ground lessor, if
any, and the Premises, harmless from and against any and all loss of rents
and/or damages, liabilities, judgments, costs, claims, liens, expenses,
penalties, permits and attorney's and consultant's fees arising out of or
involving any Hazardous Substance or storage tank brought onto the Premises by
or for Lessee or under Lessee's control.  Lessee's obligations under this
Paragraph 6 shall include, but not be limited to, the effects of any
contamination or injury to person, property or the environment created or
suffered by Lessee, and the cost of investigation (including consultant's and
attorney's fees and testing), removal, remediation, restoration and/or
abatement thereof, or of any contamination therein involved, and shall survive
the expiration or earlier termination of this Lease.  No termination,
cancellation or release agreement entered into by Lessor and Lessee shall
release Lessee from its obligations under this Lease with respect to Hazardous
Substances or storage tanks, unless specifically so agreed by Lessor in writing
at the time of such agreement.

         6.3     LESSEE'S COMPLIANCE WITH LAW.  Except as otherwise provided in
this Lease, Lessee, shall, at Lessee's sole cost and expense, fully, diligently
and in a timely manner, comply with all "APPLICABLE LAW," which term is used in
this Lease to include all laws, rules, regulations, ordinances, directives,
covenants, easements and restrictions of record, permits, the requirements of
any applicable fire insurance underwriter or rating bureau, and the
recommendations of Lessor's engineers and/or consultants, relating in any
manner to the Premises (including but not limited to matters pertaining to (i)
industrial hygiene, (ii) environmental conditions on, in, under or about the
Premises, including soil and groundwater conditions, and (iii) the use,
generation, manufacture, production, installation, maintenance, removal,
transportation, storage, spill or release of any Hazardous Substance or storage
tank), now in effect or which may hereafter come into effect, and whether or
not reflecting a change in policy from any previously existing policy.  Lessee
shall, within five (5) days after receipt of Lessor's written request, provide
Lessor with copies of all documents and information, including, but not limited
to, permits, registrations, manifests, applications, reports and certificates,
evidencing Lessee's compliance with any Applicable Law specified by Lessor, and
shall immediately upon receipt, notify Lessor in writing (with copies of any
documents involved) of any threatened or actual claim, notice, citation,
warning, complaint or report pertaining to or involving failure by Lessee or
the Premises to comply with any Applicable Law.

         6.4     INSPECTION; COMPLIANCE.  Lessor and Lessor's Lender(s) (as
defined in Paragraph 8.3(a)) shall have the right to enter the Premises at any
time, in the case of an emergency, and otherwise at reasonable times, for the
purpose of inspecting the condition of the Premises and for verifying
compliance by Lessee with this Lease and all Applicable Laws (as defined in
Paragraph 6.3), and to employ experts and/or consultants in connection
therewith and/or to advise Lessor with respect to Lessee's activities,
including but not limited to the installation, operation, use, monitoring,
maintenance, or removal of any Hazardous Substance or storage tank on or from
the Premises.  The costs and expenses of any such inspections shall be paid by
the party requesting same, unless a Default or Breach of this Lease, violation
of Applicable Law, or a contamination, caused or materially contributed to by
Lessee is found to exist or be imminent, or unless the inspection is requested
or ordered by a governmental authority as the result of any such existing or
imminent violation or contamination.  In any such case, Lessee shall upon
request reimburse Lessor or Lessor's Lender, as the case may be, for the costs
and expenses of such inspections.

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

         7.1     LESSEE'S OBLIGATIONS.

                 (a)      Subject to the provisions of Paragraphs 2.2 (Lessor's
warranty as to condition), 2.3 (Lessor's warranty as to compliance with
covenants, etc), 7.2 (Lessor's obligations to repair), 9 (damage and
destruction), and 14 (condemnation), Lessee shall, at Lessee's sole cost and
expense and at all times, keep the Premises and every part thereof in good
order, condition and repair, (whether or not such portion of the Premises
requiring repair, or the means of repairing the same, are reasonably or readily
accessible to Lessee, and whether or not the need for such repairs occurs as
a result of Lessee's use,


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any prior use, the elements or the age of such portion of the Premises),
including, without limiting the generality of the foregoing, all equipment or
facilities serving the Premises, such as plumbing, heating, air conditioning,
ventilating, electrical, lighting facilities, boilers, fired or unfired
pressure vessels, fire sprinkler and/or standpipe and hose or other automatic
fire extinguishing system, including fire alarm and/or smoke detection systems
and equipment, fire hydrants, fixtures, walls (interior and exterior),
ceilings, floors, windows, doors, plate glass, skylights, landscaping,
driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways
located in, on, about, or adjacent to the Premises, but excluding foundations,
the exterior roof and the structural aspects of the Premises.  Lessee shall not
cause or permit any Hazardous Substance to be spilled or released in, on, under
or about the Premises (including through the plumbing or sanitary sewer system)
and shall promptly, at Lessee's expense, take all investigatory and/or remedial
action reasonably recommended, whether or not formally ordered or required, for
the cleanup of any contamination of, and for the maintenance, security and/or
monitoring of, the Premises, the elements surrounding same, or neighboring
properties, that was caused or materially contributed to by Lessee, or
pertaining to or involving any Hazardous Substance and/or storage tank brought
onto the Premises by or for Lessee or under its control.  Lessee, in keeping
the Premises in good order, condition and repair, shall exercise and perform
good maintenance practices.  Lessee's obligations shall include restorations,
replacements or renewals when necessary to keep the Premises and all
improvements thereon or a part thereof in good order, condition and state of
repair.

                 (b)      Lessee shall, at Lessee's sole cost and expense,
procure and maintain contracts, with copies to Lessor, in customary form and
substance for, and with contractors specializing and experienced in, the
inspection, maintenance and service of the following equipment and improvements,
if any, located on the Premises: (i) heating, air conditioning and ventilation
equipment, (ii) boiler, fired or unfired pressure vessels, (iii) fire sprinkler
and/or standpipe and hose or other automatic fire extinguishing systems,
including fire alarm and/or smoke detection, (See Section 57) (v) roof covering
and drain maintenance and (vi) asphalt and parking lot maintenance.

         7.2     LESSOR'S OBLIGATIONS.  Upon receipt of written notice of the
need for such repairs and subject to Paragraph 13.5, Lessor shall, at Lessor's
expense keep the foundations, exterior roof heating, ventilating and air
conditioning equipment and systems and structural aspects of the Premises in
good order, condition and repair including repair of roof leaks.  Lessor shall
not, however, be obligated to paint the exterior surface of the exterior walls
or to maintain the windows, doors or plate glass or the interior surface of
exterior walls. Lessor shall not, in any event, have any obligation to make any
repairs until Lessor receives written notice of the need for such repairs.  It
is the intention of the Parties that the terms of this Lease govern the
respective obligations of the Parties as to maintenance and repair of the
Premises. Lessee and Lessor expressly waive the benefit of any statute now or
hereafter in effect to the extent it is inconsistent with the terms of this
Lease with respect to, or which affords Lessee the right to make repairs at the
expense of Lessor or to terminate this Lease by reason of, any needed repairs. 

         7.3     UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS.

                 (a)      DEFINITIONS; CONSENT REQUIRED.  The term "UTILITY
INSTALLATIONS" is used in this Lease to refer to all carpeting, window
coverings, air lines, power panels, electrical distribution, security, fire
protection systems, communication systems, lighting fixtures, heating,
ventilating, and air conditioning equipment, plumbing, and fencing in, on or
about the Premises.  The term "TRADE FIXTURES" shall mean Lessee's machinery and
equipment that can be removed without doing material damage to the Premises.
The term "ALTERATIONS" shall mean any modification of the improvements on the
Premises from that which are provided by Lessor under the terms of this Lease,
other than Utility Installations or Trade Fixtures, whether by addition or
deletion.  "LESSEE OWNED ALTERATIONS AND/OR UTILITY INSTALLATIONS" are defined
as Alterations and/or Utility Installations made by Lessee that are not yet
owned by Lessor as defined in Paragraph 7.4(a). Lessee shall not make any
Alterations or Utility Installations in, on, under or about the Premises without
Lessor's prior written consent.  Lessee may, however, make non-structural
Alterations and/or Utility Installations to the interior of the Premises
(excluding the roof), as long as they are not visible from the outside, do not
involve puncturing, relocating or removing the roof or any existing walls, and
cumulative cost thereof  during the term of this Lease as extended does not
exceed $50,000.00.

                 (b)      CONSENT.  Any Alterations or Utility Installations
that Lessee shall desire to make and which require the consent of the Lessor
shall be presented to Lessor in written form with proposed detailed plans.  All
consents given by Lessor, whether by virtue of Paragraph 7.3(a) or by
subsequent specific consent, shall be deemed conditioned upon: (i) Lessee's
acquiring all applicable permits required by governmental authorities, (ii) the
furnishing of copies of such permits together with a copy of the plans and
specifications for the Alteration or Utility Installation to Lessor prior to
commencement of the work thereon, and (iii) the compliance by Lessee with all
conditions of said permits in a prompt and expeditious manner.  Any Alterations
or Utility Installations by Lessee during the term of this Lease shall be done
in a good and workmanlike manner, with good and sufficient materials, and in
compliance with all Applicable Law.  Lessee shall promptly upon completion
thereof furnish Lessor with as-built plans and specifications therefor.  Lessor
may (but without obligation to do so) condition its consent to any requested
Alteration or Utility Installation that costs $10,000 or more upon Lessee's
providing Lessor with a lien and completion bond in an amount equal to one and
one-half times the estimated cost of such Alteration or Utility Installation
and/or upon Lessee's posting an additional Security Deposit with Lessor under
Paragraph 36 hereof.

                 (c)      INDEMNIFICATION.  Lessee shall pay, when due, all
claims for labor or materials furnished or alleged to have been furnished to or
for Lessee at or for use on the Premises, which claims are or may be secured by
any mechanics' or materialmen's lien against the Premises or any interest
therein.  Lessee shall give Lessor not less than ten (10) days' notice prior to
the commencement of any work in, on or about the Premises, and Lessor shall
have the right to post notices of non-responsibility in or on the Premises as
provided by law.  If Lessee shall, in good faith, contest the validity of any
such lien, claim or demand, then Lessee shall, at its sole expense defend and
protect itself, Lessor and the Premises against the same and shall pay and
satisfy any such adverse judgment that may be rendered thereon before the
enforcement thereof against the Lessor or the Premises.  If Lessor shall
require, Lessee shall furnish to Lessor a surety bond satisfactory to Lessor in
an amount equal to one and one-half times the amount of such contested lien
claim or demand, indemnifying Lessor against liability for the same, as
required by law for the holding of the Premises free from the effect of such
lien or claim.  In addition, Lessor may require Lessee to pay Lessor's
attorney's fees and costs in participating in such action if Lessor shall
decide it is to its best interest to do so.

         7.4     OWNERSHIP; REMOVAL; SURRENDER; AND RESTORATION.

                 (c)      SURRENDER/RESTORATION.  Lessee shall surrender the
Premises by the end of the last day of the Lease term or any earlier
termination date, with all of the improvements, parts and surfaces thereof
clean and free of debris and in good operating order, condition and state of
repair, ordinary wear and tear excepted.  "ORDINARY WEAR AND TEAR" shall not
include any damage or deterioration that would have been prevented by good
maintenance practice or by Lessee performing all of its obligations under this
Lease.  Except as otherwise agreed or specified in writing by Lessor, the
Premises, as surrendered, shall include the Utility Installations.  The
obligation of Lessee shall include the repair of any damage occasioned by the
installation, maintenance or removal of Lessee's Trade Fixtures, furnishings,
equipment, and Alterations and/or Utility Installations, as well as the removal
of any storage tank installed by or for Lessee, and the removal, replacement,
or remediation of any soil, material or ground water contaminated by Lessee,
all as may then be required by Applicable Law and/or good practice.  Lessee's
Trade Fixtures shall remain the property of Lessee and shall be removed by
Lessee subject to its obligation to repair and restore the Premises per this
Lease.

8.       INSURANCE; INDEMNITY.

         8.1     PAYMENT OF PREMIUM INCREASES.

                 (a)      Lessee shall pay to Lessor any insurance cost
increase ("INSURANCE COST INCREASE") occurring during the term of this Lease.
"INSURANCE COST INCREASE" is defined as any increase in the actual cost of the
insurance required under Paragraphs 8.2(b), 8.3(a) and 8.3(b). ("REQUIRED
INSURANCE"), over and above the Base Premium, as hereinafter defined,
calculated on an annual basis.  "INSURANCE COST INCREASE" shall include, but
not be limited to, increases resulting from the nature of Lessee's occupancy,
any act or omission of Lessee, requirements of the holder of a mortgage or deed
of trust covering the Premises, increased valuation of the Premises, and/or a
premium rate increase.  If the parties insert a dollar amount in Paragraph 1.9,
such amount shall be considered the "BASE PREMIUM." In lieu thereof, if the
Premises have been previously occupied, the "BASE PREMIUM" shall be the annual
premium applicable to the most recent occupancy.  If the Premises have never
been occupied, the "BASE PREMIUM" shall be the lowest annual premium reasonably
obtainable for the Required Insurance as of the commencement of the Original
Term, assuming the most nominal use possible of the Premises.  In no event,
however, shall Lessee be responsible for any portion of the premium cost
attributable to liability insurance coverage in excess of $1,000,000 procured
under Paragraph 8.2(b) (Liability Insurance Carried By Lessor).

                 (b)      Lessee shall pay any such Insurance Cost Increase to
Lessor within thirty (30) days after receipt by Lessee of a copy of the premium
statement or other reasonable evidence of the amount due.  If the Insurance
policies maintained hereunder cover other property besides the Premises.
Lessor shall also deliver to Lessee a statement of the amount of such Insurance
Cost Increase attributable only to the Premises showing in reasonable detail
the manner in which such amount was computed.  Premiums for policy periods
commencing prior to, or extending beyond, the term of this Lease shall be
prorated to coincide with the corresponding Commencement or Expiration of the
Lease term.

         8.2     LIABILITY INSURANCE.

                 (a)      CARRIED BY LESSEE.  Lessee shall obtain and keep in
force during the term of this Lease a Commercial General Liability policy of
insurance protecting Lessee and Lessor (as an additional insured) against
claims for bodily injury, personal injury and property damage based upon,
involving or arising out of the ownership, use, occupancy or maintenance of the
Premises and all areas appurtenant thereto.  Such insurance shall be on an
occurrence basis providing single limit coverage in an amount not less than
$1,000,000 per occurrence with an "Additional Insured-Managers or Lessors of
Premises" Endorsement and contain the "Amendment of the Pollution Exclusion"
for damage caused by heat, smoke or fumes from a hostile fire.  The policy
shall not contain any intra-insured exclusions as between insured persons or
organizations, but shall include coverage for liability assumed under this
Lease as an "insured contract" for the performance of Lessee's indemnity
obligations under this Lease.  The limits of said insurance required by this
Lease or


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<PAGE>   4
as carried by Lessee shall not, however, limit the liability of Lessee nor
relieve Lessee of any obligation hereunder.  All insurance to be carried by
Lessee shall be primary to and not contributory with any similar insurance
carried by Lessor, whose insurance shall be considered excess insurance only.

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

         8.3     PROPERTY INSURANCE-BUILDING, IMPROVEMENTS AND RENTAL VALUE.

                 (a)      BUILDING AND IMPROVEMENTS.  The Insuring Party shall
obtain and keep in force during the term of this Lease a policy or policies in
the name of Lessor, with loss payable to Lessor and to the holders of any
mortgages, deeds of trust or ground leases on the Premises ("LENDER(S)"),
insuring loss or damage to the Premises.  The amount of such insurance shall be
equal to the full replacement cost of the Premises, as the same shall exist from
time to time, or the amount required by Lenders, but in no event more than the
commercially reasonable and available insurable value thereof if, by reason of
the unique nature or age of the improvements involved, such latter amount is
less than full replacement cost.  Lessee Owned Alterations and Utility
Installations shall be insured by Lessee under Paragraph 8.4. If the coverage is
available and commercially appropriate, such policy or policies shall insure
against all risks of direct physical loss or damage, including coverage for any
additional costs resulting from debris removal and reasonable amounts of
coverage for the enforcement of any ordinance or law regulating the
reconstruction or replacement of any undamaged sections of the Premises required
to be demolished or removed by reason of the enforcement of any building,
zoning, safety or land use laws as the result of a covered cause of loss, but
not including plate glass insurance. Said policy or policies shall also contain
an agreed valuation provision in lieu of any coinsurance clause, waiver of
subrogation, and inflation guard protection causing an increase in the annual
property insurance coverage amount by a factor of not less than the adjusted
U.S. Department of Labor Consumer Price Index for All Urban Consumers for the
city nearest to where the Premises are located.

                 (b)      RENTAL VALUE.  Lessor shall, in addition, obtain and
keep in force during the term of this Lease a policy or policies in the name of
Lessor, with loss payable to Lessor and Lender(s), insuring the loss of the
full rental and other charges payable by Lessee to Lessor under this Lease for
one (1) year (including all real estate taxes, insurance costs, and any
scheduled rental increases).  Said insurance shall provide that in the event
the Lease is terminated by reason of an insured loss, the period of indemnity
for such coverage shall be extended beyond the date of the completion of
repairs or replacement of the Premises, to provide for one full year's loss of
rental revenues from the date of any such loss.  Said insurance shall contain
an agreed valuation provision in lieu of any coinsurance clause, and the amount
of coverage shall be adjusted annually to reflect the projected rental income,
property taxes, insurance premium costs and other expenses, if any, otherwise
payable by Lessee, for the next twelve (12) month period.

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

                 (d)      TENANT'S IMPROVEMENTS.  Since Lessor is the Insuring
Party, the Lessor shall not be required to insure Lessee Owned Alterations and
Utility Installations unless the item in question has become the property of
Lessor under the terms of this Lease.

         8.4     LESSEE'S PROPERTY INSURANCE.  Subject to the requirements of
Paragraph 8.5, Lessee at its cost shall either by separate policy or, at
Lessor's option, by endorsement to a policy already carried, maintain insurance
coverage on all of Lessee's personal property, Lessee Owned Alterations and
Utility Installations in, on, or about the Premises similar in coverage to that
carried by the Insuring Party under Paragraph 8.3. Such insurance shall be full
replacement cost coverage with a deductible of not to exceed $1,000 per
occurrence.  The proceeds from any such insurance shall be used by Lessee for
the replacement of personal property or the restoration of Lessee Owned
Alterations and Utility Installations.  Lessee shall be the Insuring Party with
respect to the insurance required by this Paragraph 8.4 and shall provide
Lessor with written evidence that such insurance is in force.

         8.5     INSURANCE POLICIES.  Insurance required hereunder shall be in
companies duly licensed to transact business in the state where the Premises
are located, and maintaining during the policy term a "General Policyholders
Rating" of at least B+, V, or such other rating as may be required by a Lender
having a lien on the Premises, as set forth in the most current issue of
"Best's Insurance Guide" Lessee shall not do or permit to be done anything
which shall invalidate the insurance policies referred to in this Paragraph 8.
Lessee shall cause to be delivered to Lessor certified copies of, or
certificates evidencing the existence and amounts of, the insurance, and with
the additional insureds, required under Paragraphs 8.2(a) and 8.4. No such
policy shall be cancellable or subject to modification except after thirty (30)
days prior written notice to Lessor.  Lessee shall at least thirty (30) days
prior to the expiration of such policies, furnish Lessor with evidence of
renewals or "insurance binders" evidencing renewal thereof, or Lessor may order
such insurance and charge the cost thereof to Lessee, which amount shall be
payable by Lessee to Lessor upon demand.

         8.6     WAIVER OF SUBROGATION.  Without affecting any other rights or
remedies, Lessee and Lessor ("WAIVING PARTY") each hereby release and relieve
the other, and waive their entire right to recover damages (whether in contract
or in tort) against the other, for loss of or damage to the Waiving Party's
property arising out of or incident to the perils required to be insured
against under Paragraph 8. The effect of such releases and waivers of the right
to recover damages shall not be limited by the amount of insurance carried or
required, or by any deductibles applicable thereto.

         8.7     INDEMNITY.  Except for Lessor's negligence and/or breach of
this Lease's express warranties, Lessee shall indemnify, protect, defend and
hold harmless the Premises, Lessor and its agents, Lessor's master or ground
lessor, partners and Lenders, from and against any and all claims, loss of rents
and/or damages, costs, liens, judgments, penalties, permits, attorney's and
consultant's fees, expenses and/or liabilities arising out of, involving, or in
dealing with, the occupancy of the Premises by Lessee, the conduct of Lessee's
business, any act, omission or neglect of Lessee, its agents, contractors,
employees or invitees, and out of any Default or Breach by Lessee in the
performance in a timely manner of any obligation on Lessee's part to be
performed under this Lease. The foregoing shall include, but not be limited to,
the defense or pursuit of any claim or any action or proceeding involved
therein, and whether or not (in the case of claims made against Lessor)
litigated and/or reduced to judgment, and whether well founded or not.  In case
any action or proceeding be brought against Lessor by reason of any of the
foregoing matters, Lessee upon notice from Lessor shall defend the same at
Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall
cooperate with Lessee in such defense. Lessor need not have first paid any such
claim in order to be so indemnified.

         8.8     EXEMPTION OF LESSOR FROM LIABILITY.  Lessor shall not be
liable for injury or damage to the person or goods, wares, merchandise or other
property of Lessee, Lessee's employees, contractors, invitees, customers, or
any other person in or about the Premises, whether such damage or injury is
caused by or results from fire, steam, electricity, gas, water or rain, or from
the breakage, leakage, obstruction or other defects of pipes, fire sprinklers,
wires, appliances, plumbing, air conditioning or lighting fixtures, or from any
other cause, whether the said injury or damage results from conditions arising
upon the Premises or upon other portions of the building of which the Premises
are a part, or from other sources or places, and regardless of whether the
cause of such damage or injury or the means of repairing the same is accessible
or not.  Lessor shall not be liable for any damages arising from any act or
neglect of any other tenant of Lessor.

9.       DAMAGE OR DESTRUCTION.

         9.1     DEFINITIONS.

                 (a)      "PREMISES PARTIAL DAMAGE" shall mean damage or
destruction to the improvements on the Premises, other than Lessee Owned
Alterations and Utility Installations, the repair cost of which damage or
destruction is less than 50% of the then Replacement Cost of the Premises
immediately prior to such damage or destruction, excluding from such
calculation the value of the land and Lessee Owned Alterations and Utility
Installations.

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

                 (c)      "INSURED LOSS" shall mean damage or destruction to
improvements on the Premises, other than Lessee Owned Alterations and Utility
Installations, which was caused by an event required to be covered by the
insurance described in Paragraph 8.3(a), irrespective of any deductible amounts
or coverage limits involved.

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

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

         9.2     PARTIAL DAMAGE-INSURED LOSS.  If a Premises Partial Damage
that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair
such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and
Utility Installations) as soon as reasonably possible and this Lease shall
continue in full force and effect.  Notwithstanding the foregoing, if the
required insurance was not in force or the insurance proceeds are not
sufficient to effect such repair, the Insuring Party shall promptly contribute
the shortage in proceeds as and when required to complete said repairs.  In the
event, however, the shortage in proceeds was due to the fact that, by reason of
the unique nature of the improvements, full replacement cost insurance coverage
was not commercially reasonable and available, Lessor shall have no obligation
to pay for the shortage in insurance proceeds or to fully restore the unique
aspects of the Premises unless Lessee provides Lessor with the funds to cover
same, or adequate assurance thereof, within ten (10) days following receipt of
written notice of such shortage and request therefor.  If Lessor receives said
funds or adequate assurance thereof within said ten (10) day period, the party
responsible for making the repairs shall complete them as soon as reasonably
possible and this Lease shall remain in full force and effect.  If Lessor does
not receive such funds or assurance within said period, Lessor may nevertheless
elect by written notice to Lessee within ten (10) days thereafter to make such
restoration and repair as is commercially reasonable with Lessor paying any
shortage in proceeds, in which case this Lease shall remain in full force and
effect, If in such case Lessor does not so elect, then this Lease shall
terminate sixty (60) days following the occurrence of the damage or
destruction.  Unless otherwise agreed, Lessee shall in no event have any right
to reimbursement from Lessor for any funds contributed by Lessee to repair any
such damage or destruction.  Premises Partial Damage due to flood or earthquake
shall be subject to Paragraph 9.3 rattler than Paragraph 9.2, notwithstanding
that there may be some insurance coverage, but the net proceeds of any such
insurance shall be made available for the repairs if made by either Party.



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         9.3     PARTIAL DAMAGE-UNINSURED LOSS.  If a Premises Partial Damage
that is not an Insured Loss occurs, unless caused by a negligent or willful act
of Lessee (in which event Lessee shall make the repairs at Lessee's expense and
this Lease shall continue in full force and effect, but subject to Lessor's
rights under Paragraph 13), Lessor may at Lessor's option, either: (i) repair
such damage as soon as reasonably possible at Lessor's expense, in which event
this Lease shall continue in full force and effect, or (ii) give written notice
to Lessee within thirty (30) days after receipt by Lessor of knowledge of the
occurrence of such damage of Lessor's desire to terminate this Lease as of the
date sixty (60) days following the giving of such notice.  In the event Lessor
elects to give such notice of Lessor's intention to terminate this Lease,
Lessee shall have the right within ten (10) days after the receipt of such
notice to give written notice to Lessor of Lessee's commitment to pay for the
repair of such damage totally at Lessee's expense and without reimbursement
from Lessor.  Lessee shall provide Lessor with the required funds or
satisfactory assurance thereof within thirty (30) days following Lessee's said
commitment.  In such event this Lease shall continue in full force and effect,
and Lessor shall proceed to make such repairs as soon as reasonably possible
and the required funds are available.  It Lessee does not give such notice and
provide the funds or assurance thereof within the times specified above, this
Lease shall terminate as of the date specified in Lessor's notice of
termination.

         9.4     TOTAL DESTRUCTION.  Notwithstanding any other provision
hereof, if a Premises Total Destruction occurs (including any destruction
required by any authorized public authority), this Lease shall terminate sixty
(60) days following the date of such Premises Total Destruction, whether or not
the damage or destruction is an Insured Loss or was caused by a negligent or
willful act of Lessee.  In the event, however, that the damage or destruction
was caused by Lessee, Lessor shall have the right to recover Lessor's damages
from Lessee except as released and waived in Paragraph 8.6.

         9.5     DAMAGE NEAR END OF TERM.  If at any time during the last six
(6) months of the term of this Lease there is damage for which the cost to
repair exceeds one (1) month's Base Rent, whether or not an Insured Loss,
Lessor may, at Lessor's option, terminate this Lease effective sixty (60) days
following the date of occurrence of such damage by giving written notice to
Lessee of Lessor's election to do so within thirty (30) days after the date of
occurrence of such damage.  Provided, however, if Lessee at that time has an
exercisable option to extend this Lease or to purchase the Premises, then
Lessee may preserve this Lease by, within twenty (20) days following the
occurrence of the damage, or before the expiration of the time provided in such
option for its exercise, whichever is earlier ("EXERCISE PERIOD"), (i)
exercising such option and (ii) providing Lessor with any shortage in insurance
proceeds (or adequate assurance thereof) needed to make the repairs.  If Lessee
duly exercises such option during said Exercise Period and provides Lessor with
funds (or adequate assurance thereof) to cover any shortage in insurance
proceeds, Lessor shall, at Lessor's expense repair such damage as soon as
reasonably possible and this Lease shall continue in full force and effect.  If
Lessee fails to exercise such option and provide such funds or assurance during
said Exercise Period, then Lessor may at Lessor's option terminate this Lease
as of the expiration of said sixty (60) day period following the occurrence of
such damage by giving written notice to Lessee of Lessor's election to do so
within ten (10) days after the expiration of the Exercise Period,
notwithstanding any term or provision in the grant of option to the contrary.

         9.6     ABATEMENT OF RENT; LESSEE'S REMEDIES.

                 (a)      In the event of damage described in Paragraph 9.2
(Partial Damage-Insured), whether or not Lessor or Lessee repairs or restores
the Premises, the Base Rent, Real Property Taxes, insurance premiums, and other
charges, if any, payable by Lessee hereunder for the period during which such
damage, its repair or the restoration continues (not to exceed the period for
which rental value insurance is required under Paragraph 8.3(b)), shall be
abated in proportion to the degree to which Lessee's use of the Premises is
impaired.  Except for abatement of Base Rent, Real Property Taxes, insurance
premiums, and other charges, if any, as aforesaid, all other obligations of
Lessee hereunder shall be performed by Lessee, and Lessee shall have no claim
against Lessor for any damage suffered by reason of any such repair or
restoration.

                 (b)      If Lessor shall be obligated to repair or restore the
Premises under the provisions of this Paragraph 9 and shall not commence, in a
substantial and meaningful way, the repair or restoration of the Premises
within ninety (90) days after such obligation shall accrue, Lessee may, at any
time prior to the commencement of such repair or restoration, give written
notice to Lessor and to any Lenders of which Lessee has actual notice of
Lessee's election to terminate this Lease on a date not less than sixty (60)
days following the giving of such notice.  If Lessee gives such notice to
Lessor and such Lenders and such repair or restoration is not commenced within
thirty (30) days after receipt of such notice, this Lease shall terminate as of
the date specified in said notice.  If Lessor or a Lender commences the repair
or restoration of the Premises within thirty (30) days after receipt of such
notice, this Lease shall continue in full force and effect.  "COMMENCE" as used
in this Paragraph shall mean either the unconditional authorization of the
preparation of the required plans, or the beginning of the actual work on the
Premises, whichever first occurs.

         9.7     HAZARDOUS SUBSTANCE CONDITIONS.  If a Hazardous Substance
Condition occurs, unless Lessee is legally responsible therefor (in which case
Lessee shall make the investigation and remediation thereof required by
Applicable Law and this Lease shall continue in full force and effect, but
subject to Lessor's rights under Paragraph 13), Lessor may at Lessor's option
either (i) investigate and remediate such Hazardous Substance Condition, if
required, as soon as reasonably possible at Lessor's expense, in which event
this Lease shall continue in full force and effect, or (ii) if the estimated
cost to investigate and remediate such condition exceeds twelve (12) times the
then monthly Base Rent or $100,000, whichever is greater, give written notice
to Lessee within thirty (30) days after receipt by Lessor of knowledge of the
occurrence of such Hazardous Substance Condition of Lessor's desire to
terminate this Lease as of the date sixty (60) days following the giving of
such notice.  In the event Lessor elects to give such notice of Lessor's
intention to terminate this Lease, Lessee shall have the right within ten (10)
days after the receipt of such notice to give written notice to Lessor of
Lessee's commitment to pay for the investigation and remediation of such
Hazardous Substance Condition totally at Lessee's expense and without
reimbursement from Lessor except to the extent of an amount equal to twelve
(12) times the then monthly Base Rent or $100,000, whichever is greater.
Lessee shall provide Lessor with the funds required of Lessee or satisfactory
assurance thereof within thirty (30) days following Lessee's said commitment.
In such event this Lease shall continue in full force and effect, and Lessor
shall proceed to make such investigation and remediation as soon as reasonably
possible and the required funds are available.  If Lessee does not give such
notice and provide the required funds or assurance thereof within the times
specified above, this Lease shall terminate as of the date specified in
Lessor's notice of termination.  If a Hazardous Substance Condition occurs for
which Lessee is not legally responsible, there shall be abatement of Lessee's
obligations under this Lease to the same extent as provided in Paragraph 9.6(a)
for a period of not to exceed twelve months.

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

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

10.      REAL PROPERTY TAXES.

         10.1    (a) PAYMENT OF TAXES.  Lessor shall pay the Real Property
Taxes, as defined in Paragraph 10.2, applicable to the Premises.  (See Section
52.) 

         (c)     ADDITIONAL IMPROVEMENTS.  Notwithstanding Paragraph 10.1(a)
hereof, Lessee shall pay to Lessor upon demand therefor the entirety of any
increase in Real Property Taxes assessed by reason of Alterations or Utility
Installations placed upon the Premises by Lessee or at Lessee's request.

         10.2    DEFINITION OF "REAL PROPERTY TAXES." As used herein, the term
"REAL PROPERTY TAXES" shall include any form of real estate tax or assessment,
general, special, ordinary or extraordinary, and any license fee, commercial
rental tax, improvement bond or bonds, levy or tax (other than inheritance,
personal income or estate taxes) imposed upon the Premises by any authority
having the direct or indirect power to tax, including any city, state or
federal government, or any school, agricultural, sanitary, fire, street,
drainage or other improvement district thereof, levied against any legal or
equitable interest of Lessor in the Premises or in the real property of which
the Premises are a part, Lessor's right to rent or other income therefrom.
and/or Lessor's business of leasing the Premises.  The term "REAL PROPERTY
TAXES" shall also include any tax, fee, levy, assessment or charge, or any
increase therein, imposed by reason of events occurring, or changes in
applicable law taking effect, during the term of this Lease, including but not
limited to a change in the ownership of the Premises or in the improvements
thereon, the execution of this Lease, or any modification, amendment or
transfer thereof, and whether or not contemplated by the Parties.

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



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                                     PAGE 5
<PAGE>   6

         10.4    PERSONAL PROPERTY TAXES.  Lessee shall pay prior to
delinquency all taxes assessed against and levied upon Lessee Owned
Alterations, Utility Installations, Trade Fixtures, furnishings, equipment and
all personal property of Lessee contained in the Premises or elsewhere.  When
possible, Lessee shall cause its Trade Fixtures, furnishings, equipment and all
other personal property to be assessed and billed separately from the real
property of Lessor.  If any of Lessee's said personal property shall be
assessed with Lessor's real property, Lessee shall pay Lessor the taxes
attributable to Lessee within ten (10) days after receipt of a written
statement setting forth the taxes applicable to Lessee's property or, at
Lessor's option, as provided in Paragraph 10.1(b).

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

12.      ASSIGNMENT AND SUBLETTING.

         12.1    LESSOR'S CONSENT REQUIRED.

                 (a)      Lessee shall not voluntarily or by operation of law
assign, transfer, mortgage or otherwise transfer or encumber (collectively.
"ASSIGNMENT") or sublet all or any part of Lessee's interest in this Lease or
in the Premises without Lessor's prior written consent given under and subject
to the terms of Paragraph 36.

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

                 (d) An assignment or subletting of Lessee's interest in this
Lease without Lessor's specific prior written consent shall, at Lessor's
option, be a Default curable after notice per Paragraph 13.1(c), or a
noncurable Breach without the necessity of any notice and grace period.  If
Lessor elects to treat such unconsented to assignment or subletting as a
noncurable Breach, Lessor shall have the right to either: (i) terminate this
Lease, or (ii) upon thirty (30) days written notice ("Lessor's Notice"),
increase the monthly Base Rent to fair market rental value or one hundred ten
percent (110%) of the Base Rent then in effect, whichever is greater.  Pending
determination of the new fair market rental value, if disputed by Lessee,
Lessee shall pay the amount set forth in Lessor's Notice, with any overpayment
credited against the next installment(s) of Base Rent coming due, and any
underpayment for the period retroactively to the effective date of the
adjustment being due and payable immediately upon the determination thereof.
Further, in the event of such Breach and market value adjustment, (i) the
purchase price of any option to purchase the Premises held by Lessee shall be
subject to similar adjustment to the then fair market value (without the Lease
being considered an encumbrance or any deduction for depreciation or
obsolescence, and considering the Premises at its highest and best use and in
good condition), or one hundred ten percent (110%) of the price previously in
effect, whichever is greater, (ii) any index-oriented rental or price
adjustment formulas contained in this Lease shall be adjusted to require that
the base index be determined with reference to the index applicable to the time
of such adjustment, and (iii) any fixed rental adjustments scheduled during the
remainder of the Lease term shall be increased in the same ratio as the new
market rental bears to the Base Rent in effect immediately prior to the market
value adjustment.

         12.2    TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

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

                 (b)      Lessor may accept any rent or performance of Lessee's
obligations from any person other than Lessee pending approval or disapproval
of an assignment.  Neither a delay in the approval or disapproval of such
assignment nor the acceptance of any rent or performance shall constitute a
waiver or estoppel of Lessor's right to exercise its remedies for the Default
or Breach by Lessee of any of the terms, covenants or conditions of this Lease.

                 (c)      The consent of Lessor to any assignment or subletting
shall not constitute a consent to any subsequent assignment or subletting by
Lessee or to any subsequent or successive assignment or subletting by the
sublessee.  However, Lessor may consent to subsequent sublettings and
assignments of the sublease or any amendments or modifications thereto without
notifying Lessee or anyone else liable on the Lease or sublease and without
obtaining their consent, and such action shall not relieve such persons from
liability under this Lease or sublease.

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

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

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

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

                 (a)      Lessee hereby assigns and transfers to Lessor all of
Lessee's interest in all rentals and income arising from any sublease of all or
a portion of the Premises heretofore or hereafter made by Lessee, and Lessor
may collect such rent and income and apply same toward Lessee's obligations
under this Lease; provided, however, that until a Breach (as defined in
Paragraph 13.1) shall occur in the performance of Lessee's obligations under
this Lease, Lessee may, except as otherwise provided in this Lease, receive,
collect and enjoy the rents accruing under such sublease.  Lessor shall not, by
reason of this or any other assignment of such sublease to Lessor, nor by
reason of the collection of the rents from a sublessee, be deemed liable to the
sublessee for any failure of Lessee to perform and comply with any of Lessee's
obligations to such sublessee under such sublease.  Lessee hereby irrevocably
authorizes and directs any such sublessee, upon receipt of a written notice
from Lessor stating that a Breach exists in the performance of Lessee's
obligations under this Lease, to pay to Lessor the rents and other charges due
and to become due under the sublease.  Sublessee shall rely upon any such
statement and request from Lessor and shall pay such rents and other charges to
Lessor without any obligation or right to inquire as to whether such Breach
exists and notwithstanding any notice from or claim from Lessee to the
contrary.  Lessee shall have no right or claim against said sublessee, or,
until the Breach has been cured, against Lessor, for any such rents and other
charges so paid by said sublessee to Lessor.

                 (b)      In the event of a Breach by Lessee in the performance
of its obligations under this Lease, Lessor, at its option and without any
obligation to do so, may require any sublessee to attorn to Lessor, in which
event Lessor shall undertake the obligations of the sublessor under such
sublease from the time of the exercise of said option to the expiration of such
sublease; provided, however, Lessor shall not be liable for any prepaid rents
or security deposit paid by such sublessee to such sublessor or for any other
prior Defaults or Breaches of such sublessor under such sublease.

                 (c)      Any matter or thing requiring the consent of the
sublessor under a sublease shall also require the consent of Lessor herein.

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

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

13.      DEFAULT; BREACH; REMEDIES.

         13.1    DEFAULT; BREACH.  Lessor and Lessee agree that if an attorney
is consulted by Lessor in connection with a Lessee Default or Breach (as
hereinafter defined), $350.00 is a reasonable minimum sum per such occurrence
for legal services and costs in the preparation and service of a notice of
Default, and that Lessor may include the cost of such services and costs in
said notice as rent due and payable to cure said Default.  A "DEFAULT" is
defined as a failure by the Lessee to observe, comply with or perform any of
the terms, covenants, conditions or rules applicable to Lessee under this
Lease.  A "BREACH" is defined as the occurrence of any one or more of the
following Defaults, and, where a grace period for cure after notice is
specified herein, the failure by Lessee to cure such Default prior to the
expiration of the applicable grace period, and shall entitle Lessor to pursue
the remedies set forth in Paragraphs 13.2 and/or 13.3.

                 (a)      The vacating of the Premises without the intention to
reoccupy same, or the abandonment of the Premises.


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<PAGE>   7
                 (b) Except as expressly otherwise provided in this Lease, the
failure by Lessee to make any payment of Base Rent or any other monetary payment
required to be made by Lessee hereunder, whether to Lessor or to a third party,
as and when due and within three (3) days of written demand the failure by
Lessee to provide Lessor with reasonable evidence of insurance or surety bond
required under this Lease, or the failure of Lessee to fulfill any obligation
under this Lease which endangers or threatens life or property, where such
failure continues for a period of three (3) days following written notice
thereof by or on behalf of Lessor to Lessee.

                 (c)      Except as expressly otherwise provided in this Lease,
the failure by Lessee to provide Lessor with reasonable written evidence (in
duly executed original form, if applicable) of (i) compliance with applicable
law per Paragraph 6.3, (ii) the inspection, maintenance and service contracts
required under Paragraph 7.1(b), (iii) the recission of an unauthorized
assignment or subletting per Paragraph 12.1(b), (iv) a Tenancy Statement per
Paragraphs 16 or 37, (v) the subordination or non-subordination of this Lease
per Paragraph 30, (vi) the guaranty of the performance of Lessee's obligations
under this Lease if required under Paragraphs 1.11 and 37, (vii) the execution
of any document requested under Paragraph 42 (easements), or (viii) any other
documentation or information which Lessor may reasonably require of Lessee
under the terms of this Lease, where any such failure continues for a period of
ten (10) days following written notice by or on behalf of Lessor to Lessee.

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

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

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

         13.2    REMEDIES.  If Lessee fails to perform any affirmative duty or
obligation of Lessee under this Lease, within ten (10) days after written
notice to Lessee (or in case of an emergency, without notice), Lessor may at
its option (but without obligation to do so), perform such duty or obligation
on Lessee's behalf, including but not limited to the obtaining of reasonably
required bonds, insurance policies, or governmental licenses, permits or
approvals.  The costs and expenses of any such performance by Lessor shall be
due and payable by Lessee to Lessor upon invoice therefor.  If any check given
to Lessor by Lessee shall not be honored by the bank upon which it is drawn,
Lessor, at its option, may require all future payments to be made under this
Lease by Lessee to be made only by cashier's check.  In the event of a Breach
of this Lease by Lessee, as defined in Paragraph 13.1, with or without further
notice or demand, and without limiting Lessor in the exercise of any right or
remedy which Lessor may have by reason of such Breach, Lessor may:

                 (a)      Terminate Lessee's right to possession of the
Premises by any lawful means, in which case this Lease and the term hereof
shall terminate and Lessee shall immediately surrender possession of the
Premises to Lessor.  In such event Lessor shall be entitled to recover from
Lessee: (i) the worth at the time of the award of the unpaid rent which had
been earned at the time of termination; (ii) the worth at the time of award of
the amount by which the unpaid rent which would have been earned after
termination until the time of award exceeds the amount of such rental loss that
the Lessee proves could have been reasonably avoided; (iii) the worth at the
time of award of the amount by which the unpaid rent for the balance of the
term after the time of award exceeds the amount of such rental loss that the
Lessee proves could be reasonably avoided; and (iv) any other amount necessary
to compensate Lessor for all the detriment proximately caused by the Lessee's
failure to perform its obligations under this Lease or which in the ordinary
course of things would be likely to result therefrom, including but not limited
to the cost of recovering possession of the Premises, expenses of reletting,
including necessary renovation and alteration of the Premises, reasonable
attorneys' fees, and that portion of the leasing commission paid by Lessor
applicable to the unexpired term of this Lease.  The worth at the time of award
of the amount referred to in provision (iii) of the prior sentence shall be
computed by discounting such amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of award plus one percent.  Efforts by Lessor
to mitigate damages caused by Lessee's Default or Breach of this Lease shall
not waive Lessor's right to recover damages under this Paragraph.  If
termination of this Lease is obtained through the provisional remedy of
unlawful detainer, Lessor shall have the right to recover in such proceeding
the unpaid rent and damages as are recoverable therein, or Lessor may reserve
therein the right to recover all or any part thereof in a separate suit for
such rent and/or damages.  If a notice and grace period required under
subparagraphs 13.1(b), (c) or (d) was not previously given, a notice to pay
rent or quit, or to perform or quit, as the case may be, given to Lessee under
any statute authorizing the forfeiture of leases for unlawful detainer shall
also constitute the applicable notice for grace period purposes required by
subparagraphs 13.1(b), (c) or (d).  In such case, the applicable grace period
under subparagraphs 13.1(b), (c) or (d) and under the unlawful detainer statute
shall run concurrently after the one such statutory notice, and the failure of
Lessee to cure the Default within the greater of the two such grace periods
shall constitute both an unlawful detainer and a Breach of this Lease entitling
Lessor to the remedies provided for in this Lease and/or by said statute.

                 (b)      Continue the Lease and Lessee's right to possession
in effect (in California under California Civil Code Section 1951.4) after
Lessee's Breach and abandonment and recover the rent as it becomes due,
provided Lessee has the right to sublet or assign, subject only to reasonable
limitations.  See Paragraphs 12 and 36 for the limitations on assignment and
subletting which limitations Lessee and Lessor agree are reasonable.  Acts of
maintenance or preservation, efforts to relet the Premises, or the appointment
of a receiver to protect the Lessor's interest under the Lease, shall not
constitute a termination of the Lessee's right to possession.

                 (c)      Pursue any other remedy now or hereafter available to
Lessor under the laws or judicial decisions of the state wherein the Premises
are located.

                 (d)      The expiration or termination of this Lease and/or
the termination of Lessee's right to possession shall not relieve Lessee from
liability under any indemnity provisions of this Lease as to matters occurring
or accruing during the term hereof or by reason of Lessee's occupancy of the
Premises.

         13.3    INDUCEMENT RECAPTURE IN EVENT OF BREACH.  Any agreement by
Lessor for free or abated rent or other charges applicable to the Premises, or
for the giving or paying by Lessor to or for Lessee of any cash or other bonus,
inducement or consideration for Lessee's entering into this Lease, all of which
concessions are hereinafter referred to as "INDUCEMENT PROVISIONS," shall be
deemed conditioned upon Lessee's full and faithful performance of all of the
terms, covenants and conditions of this Lease to be performed or observed by
Lessee during the term hereof as the same may be extended.  Upon the occurrence
of a Breach of this Lease by Lessee, as defined in Paragraph 13.1, any such
Inducement Provision shall automatically be deemed deleted from this Lease and
of no further force or effect, and any rent, other charge, bonus, inducement or
consideration theretofore abated, given or paid by Lessor under such an
Inducement Provision shall be immediately due and payable by Lessee to Lessor,
and recoverable by Lessor as additional rent due under this Lease,
notwithstanding any subsequent cure of said Breach by Lessee.  The acceptance
by Lessor of rent or the cure of the Breach which initiated the operation of
this Paragraph shall not be deemed a waiver by Lessor of the provisions of this
Paragraph unless specifically so stated in writing by Lessor at the time of
such acceptance.

         13.4    LATE CHARGES.  Lessee hereby acknowledges that late payment by
Lessee to Lessor of rent and other sums due hereunder will cause Lessor to
incur costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain.  Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed upon
Lessor by the terms of any ground lease, mortgage or trust deed covering the
Premises.  Accordingly, if any installment of rent or any other sum due from
Lessee shall not be received by Lessor or Lessor's designee within five (5)
days after such amount shall be due, then, without any requirement for notice
to Lessee, Lessee shall pay to Lessor a late charge equal to six percent (6%)
of such overdue amount.  The parties hereby agree that such late charge
represents a fair and reasonable estimate of the costs Lessor will incur by
reason of late payment by Lessee.  Acceptance of such late charge by Lessor
shall in no event constitute a waiver of Lessee's Default or Breach with
respect to such overdue amount, nor prevent Lessor from exercising any of the
other rights and remedies granted hereunder.  In the event that a late charge
is payable hereunder, whether or not collected, for three (3) consecutive
installments of Base Rent, then notwithstanding Paragraph 4.1 or any other
provision of this Lease to the contrary, Base Rent shall, at Lessor's option,
become due and payable quarterly in advance.

         13.5    BREACH BY LESSOR.  Lessor shall not be deemed in breach of
this Lease unless Lessor fails within a reasonable time to perform an
obligation required to be performed by Lessor.  For purposes of this Paragraph
13.5, a reasonable time shall in no event be less than thirty (30) days after
receipt by Lessor, and by the holders of any ground lease, mortgage or deed of
trust covering the Premises whose name and address shall have been furnished
Lessee in writing for such purpose, of written notice specifying wherein such
obligation of Lessor has not been performed; provided, however, that if the
nature of Lessor's obligation is such that more than thirty (30) days after
such notice are reasonably required for its performance, then Lessor shall not
be in breach of this Lease if performance is commenced within such thirty (30)
day period and thereafter diligently pursued to completion.

14.      CONDEMNATION.  If the Premises or any portion thereof are taken under
the power of eminent domain or sold under the threat of the exercise of said
power (all of which are herein called "CONDEMNATION"), this Lease shall
terminate as to the part so taken as of the date the condemning authority takes
title or possession, whichever first occurs.  If more than ten percent (10%) of
the floor area of the Premises, or more than twenty-five percent (25%) of the
land area not occupied by any building, is taken by condemnation, Lessee may,
at Lessee's option, to be exercised in writing within ten (10) days after
Lessor shall have given Lessee written notice of such taking (or in the absence
of such notice, within ten (10) days after the condemning authority shall


                                                        Initials _________

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                                       PAGE 7
<PAGE>   8
have taken possession) terminate this Lease as of the date the condemning
authority takes such possession.  If Lessee does not terminate this Lease in
accordance with the foregoing, this Lease shall remain in full force and effect
as to the portion of the Premises remaining, except that the Base Rent shall be
reduced in the same proportion as the rentable floor area of the Premises taken
bears to the total rentable floor area of the building located on the Premises.
No reduction of Base Rent shall occur if the only portion of the Premises taken
is land on which there is no building.  Any award for the taking of all or any
part of the Premises under the power of eminent domain or any payment made
under threat of the exercise of such power shall be the property of Lessor,
whether such award shall be made as compensation for diminution in value of the
leasehold or for the taking of the fee, or as severance damages; provided,
however, that Lessee shall be entitled to any compensation, separately awarded
to Lessee for Lessee's relocation expenses and/or loss of Lessee's Trade
Fixtures.  In the event that this Lease is not terminated by reason of such
condemnation, Lessor shall to the extent of its net severance damages received,
over and above the legal and other expenses incurred by Lessor in the
condemnation matter, repair any damage to the Premises caused by such
condemnation, except to the extent that Lessee has been reimbursed therefor by
the condemning authority.  Lessee shall be responsible for the payment of any
amount in excess of such net severance damages required to complete such
repair.

15.      BROKER'S FEE.

         15.1    The Brokers named in Paragraph 1.10 are the procuring causes
of this Lease.

         15.2    Upon execution of this Lease by both Parties, Lessor shall pay
to Lee & Associates (Brokers) or in such separate shares as they may mutually
designate in writing, a fee as set forth in a separate written agreement between
Lessor and said Brokers (or in the event there is no separate written agreement
between Lessor and said Brokers, the sum of $50,000.00 for brokerage services
rendered by said Brokers to Lessor in this transaction.

         15.5    Lessee and Lessor each represent and warrant to the other that
it has had no dealings with any person, firm, broker or finder (other than the
Brokers, if any named in Paragraph 1.10) in connection with the negotiation of
this Lease and/or the consummation of the transaction contemplated hereby, and
that no broker or other person, firm or entity other than said named Brokers is
entitled to any commission or finder's fee in connection with said transaction.
Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold
the other harmless from and against liability for compensation or charges which
may be claimed by any such unnamed broker, finder or other similar party by
reason of any dealings or actions of the indemnifying Party, including any
costs, expenses, attorneys' fees reasonably incurred with respect thereto.

         15.6    Lessor and Lessee hereby consent to and approve all agency
relationships, including any dual agencies, Indicated in Paragraph 1.10.

16.      TENANCY STATEMENT.

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

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

17.      LESSOR'S LIABILITY.  The term "LESSOR" as used herein shall mean the
owner or owners at the time in question of the fee title to the Premises, or,
if this is a sublease, of the lessee's interest in the prior lease.  In the
event of a transfer of Lessor's title or interest in the Premises or in this
Lease, Lessor shall deliver to the transferee or assignee (in cash or by
credit) any unused Security Deposit held by Lessor at the time of such transfer
or assignment.  Except as provided in Paragraph 15, upon such transfer or
assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor
shall be relieved of all liability with respect to the obligations and/or
covenants under this Lease thereafter to be performed by the Lessor.  Subject
to the foregoing, the obligations and/or covenants in this Lease to be
performed by the Lessor shall be binding only upon the Lessor as hereinabove
defined.

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

19.      INTEREST ON PAST-DUE OBLIGATIONS.  Any monetary payment due Lessor
hereunder, other than late charges, not received by Lessor within thirty (30)
days following the date on which it was due, shall bear interest from the
thirty-first (31st) day after it was due at the rate of 10% per annum, but not
exceeding the maximum rate allowed by law, in addition to the late charge
provided for in Paragraph 13.4.

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

21.      RENT DEFINED.  All monetary obligations of Lessee to Lessor under the
terms of this Lease are deemed to be rent.

22.      NO PRIOR OR OTHER AGREEMENTS; BROKER DISCLAIMER.  This Lease contains
all agreements between the Parties with respect to any matter mentioned herein,
and no other prior or contemporaneous agreement or understanding shall be
effective.  Lessor and Lessee each represents and warrants to the Brokers that
it has made, and is relying solely upon, its own investigation as to the
nature, quality, character and financial responsibility of the other Party to
this Lease and as to the nature, quality and character of the Premises.
Brokers have no responsibility with respect thereto or with respect to any
default or breach hereof by either Party.

23.      NOTICES.

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

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

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

25.      RECORDING.  Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a short form memorandum of this
Lease for recording purposes.  The Party requesting recordation shall be
responsible for payment of any fees or taxes applicable thereto.

26.      NO RIGHT TO HOLDOVER.  Lessee has no right to retain possession of the
Premises or any part thereof beyond the expiration or earlier termination of
this Lease.

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

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                                       PAGE 8
<PAGE>   9
28.      COVENANTS AND CONDITIONS.  All provisions of this Lease to be observed
or performed by Lessee are both covenants and conditions.

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

30.      SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

         30.1    SUBORDINATION.  This Lease and any Option granted hereby shall
be subject and subordinate to any ground lease, mortgage, deed of trust, or
other hypothecation or security device (collectively, "SECURITY DEVICE"), now
or hereafter placed by Lessor upon the real property of which the Premises are
a part, to any and all advances made on the security thereof, and to all
renewals, modifications, consolidations, replacements and extensions thereof.
Lessee agrees that the Lenders holding any such Security Device shall have no
duty, liability or obligation to perform any of the obligations of Lessor under
this Lease, but that in the event of Lessor's default with respect to any such
obligation, Lessee will give any Lender whose name and address have been
furnished Lessee in writing for such purpose notice of Lessor's default and
allow such Lender thirty (30) days following receipt of such notice for the
cure of said default before invoking any remedies Lessee may have by reason
thereof.  If any Lender shall elect to have this Lease and/or any Option
granted hereby superior to the lien of its Security Device and shall give
written notice thereof to Lessee, this Lease and such Options shall be deemed
prior to such Security Device, notwithstanding the relative dates of the
documentation or recordation thereof.

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

         30.3    NON-DISTURBANCE.  With respect to Security Devices entered
into by Lessor after the execution of this Lease, Lessee's subordination of
this Lease shall be subject to receiving assurance (a "NON-DISTURBANCE
AGREEMENT") from the Lender that Lessee's possession and this Lease, including
any options to extend the term hereof, will not be disturbed so long as Lessee
is not in Breach hereof and attorns to the record owner of the Premises.

         30.4    SELF-EXECUTING.  The agreements contained in this Paragraph 30
shall be effective without the execution of any further documents; provided,
however, that, upon written request from Lessor or a Lender in connection with
a sale, financing or refinancing of the Premises, Lessee and Lessor shall
execute such further writings as may be reasonably required to separately
document any such subordination or non-subordination, attornment and/or
non-disturbance agreement as is provided for herein.

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

32.      LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS.  Lessor and Lessor's
agents shall have the right to enter the Premises at any time, in the case of
an emergency, and otherwise at reasonable times for the purpose of showing the
same to prospective purchasers, lenders, or lessees, and making such
alterations, repairs, improvements or additions to the Premises or to the
building of which they are a part, as Lessor may reasonably deem necessary.
Lessor may at any time place on or about the Premises or building any ordinary
"For Sale" signs and Lessor may at any time during the last one hundred twenty
(120) days of the term hereof place on or about the Premises any ordinary "For
Lease" signs.  All such activities of Lessor shall be without abatement of rent
or liability to Lessee.

33.      AUCTIONS.  Lessee shall not conduct, nor permit to be conducted,
either voluntarily or involuntarily, any auction upon the Premises without
first having obtained Lessor's prior written consent.  Notwithstanding anything
to the contrary in this Lease, Lessor shall not be obligated to exercise any
standard of reasonableness in determining whether to grant such consent.

34.      SIGNS.  Lessee shall not place any sign upon the Premises, except that
Lessee may, with Lessor's prior written consent, install (but not on the roof)
such signs as are reasonably required to advertise Lessee's own business.  The
installation of any sign on the Premises by or for Lessee shall be subject to
the provisions of Paragraph 7 (Maintenance, Repairs, Utility Installations,
Trade Fixtures and Alterations).  Unless otherwise expressly agreed herein,
Lessor reserves all rights to the use of the roof arid the right to install,
and all revenues from the installation of, such advertising signs on the
Premises, including the roof, as do not unreasonably interfere with the conduct
of Lessee's business.

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

36.  CONSENTS.

                 (a)      Except for Paragraph 33 hereof (Auctions) or as
otherwise provided herein, wherever in this Lease the consent of a Party is
required to an act by or for the other Party, such consent shall not be
unreasonably withheld or delayed.  Lessor's actual reasonable costs and
expenses (including but not limited to architects', attorneys', engineers' or
other consultants' fees) incurred in the consideration of, or response to, a
request by Lessee for any Lessor consent pertaining to this Lease or the
Premises, including but not limited to consents to an assignment, a subletting
or the presence or use of a Hazardous Substance, practice or storage tank,
shall be paid by Lessee to Lessor upon receipt of an invoice and supporting
documentation therefor.  Subject to Paragraph 12.2(e) (applicable to assignment
or subletting), Lessor may, as a condition to considering any such request by
Lessee, require that Lessee deposit with Lessor an amount of money (in addition
to the Security Deposit held under Paragraph 5) reasonably calculated by Lessor
to represent the cost Lessor will incur in considering and responding to
Lessee's request.  Except as otherwise provided, any unused portion of said
deposit shall be refunded to Lessee without interest.  Lessor's consent to any
act, assignment of this Lease or subletting of the Premises by Lessee shall not
constitute an acknowledgment that no Default or Breach by Lessee of this Lease
exists, nor shall such consent be deemed a waiver of any then existing Default
or Breach, except as may be otherwise specifically stated in writing by Lessor
at the time of such consent.

                 (b)      All conditions to Lessor's consent authorized by this
Lease are acknowledged by Lessee as being reasonable.  The failure to specify
herein any particular condition to Lessor's consent shall not preclude the
imposition by Lessor at the time of consent of such further or other conditions
as are then reasonable with reference to the particular matter for which
consent is being given.


38.      QUIET POSSESSION.  Upon payment by Lessee of the rent for the Premises
and the observance and performance of all of the covenants, conditions and
provisions on Lessee's part to be observed and performed under this Lease,
Lessee shall have quiet possession of the Premises for the entire term hereof
subject to all of the provisions of this Lease.

39.      OPTIONS.

         39.1    DEFINITION.  As used in this Paragraph 39 the word "OPTION"
has the following meaning: (a) the right to extend the term of this Lease or to
renew this Lease or to extend or renew any lease that Lessee has on other
property of Lessor; (b) the right of first refusal to lease the Premises or the
right of first offer to lease the Premises or the right of first refusal to
lease other property of Lessor or the right of first offer to lease other
property of Lessor; (c) the right to purchase the Premises, or the right of
first refusal to purchase the Premises, or the right of first offer to purchase
the Premises, or the right to purchase other property of Lessor, or the right
of first refusal to purchase other property of Lessor, or the right of first
offer to purchase other property of Lessor.

         39.2    OPTIONS PERSONAL TO ORIGINAL LESSEE.  Each Option granted to
Lessee in this Lease is personal to the original Lessee named in Paragraph 1.1
hereof, and cannot be voluntarily or involuntarily assigned or exercised by any
person or entity other than said original Lessee while the original Lessee is
in full and actual possession of the Premises and without the intention of
thereafter assigning or subletting.  The Options, if any, herein granted to
Lessee are not assignable, either as a part of an assignment of this Lease or
separately or apart therefrom, and no Option may be separated from this Lease
in any manner, by reservation or otherwise.

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


                                                                   Initials ____
                                                                            ____



                                       PAGE 9
<PAGE>   10
         39.4    EFFECT OF DEFAULT ON OPTIONS.

                 (a)      Lessee shall have no right to exercise an Option,
notwithstanding any provision in the grant of Option to the contrary: (i)
during the period commencing with the giving of any notice of Default under
Paragraph 13.1 and continuing until the noticed Default is cured, or (ii)
during the period of time any monetary obligation due Lessor from Lessee is
unpaid (without regard to whether notice thereof is given Lessee), or (iii)
during the time Lessee is in Breach of this Lease, or (iv) in the event that
Lessor has given to Lessee three (3) or more notices of Default under Paragraph
13.1, whether or not the Defaults are cured, during the twelve (12) month
period immediately preceding the exercise of the Option.

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

                 (c)      All rights of Lessee under the provisions of an
Option shall terminate and be of no further force or effect, notwithstanding
Lessee's due and timely exercise of the Option, if, after such exercise and
during the term of this Lease, (i) Lessee fails to pay to Lessor a monetary
obligation of Lessee for a period of thirty (30) days after such obligation
becomes due (without any necessity of Lessor to give notice thereof to Lessee),
or (ii) Lessor gives to Lessee three or more notices of Default under Paragraph
13.1 during any twelve month period, whether or not the Defaults are cured, or
(iii) if Lessee commits a Breach of this Lease.

40.      MULTIPLE BUILDINGS.  If the Premises are part of a multiple tenant
building, Lessee agrees that it will abide by, keep and observe all reasonable
rules and regulations which Lessor may make from time to time for the
management, safety, care, and cleanliness of the grounds, the parking and
unloading of vehicles and the preservation of good order, as well as for the
convenience of other occupants or tenants of such other buildings and their
invitees, and that Lessee will pay its fair share of common expenses incurred
in connection therewith.

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

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

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

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

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

46.      OFFER.  Preparation of this Lease by Lessor or Lessor's agent and
submission of same to Lessee shall not be deemed an offer to lease to Lessee.
This Lease is not intended to be binding until executed by all Parties hereto.

47.      AMENDMENTS.  This Lease may be modified only in writing, signed by the
parties in interest at the time of the modification.  The parties shall amend
this Lease from time to time to reflect any adjustments that are made to the
Base Rent or other rent payable under this Lease.  As long as they do not
materially change Lessee's obligations hereunder, Lessee agrees to make such
reasonable non-monetary modifications to this Lease as may be reasonably
required by an institutional, insurance company, or pension plan Lender in
connection with the obtaining of normal financing or refinancing of the
property of which the Premises are a part.

48.      MULTIPLE PARTIES.  Except as otherwise expressly provided herein, if
more than one person or entity is named herein as either Lessor or Lessee, the
obligations of such multiple parties shall be the joint and several
responsibility of all persons or entities named herein as such Lessor or
Lessee.

See Addendum 49 - 58 attached hereto and made a part thereof.

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

         IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR SUBMISSION
         TO YOUR ATTORNEY FOR HIS APPROVAL.  FURTHER, EXPERTS SHOULD BE
         CONSULTED TO EVALUATE THE CONDITION OF THE PROPERTY AS TO THE POSSIBLE
         PRESENCE OF ASBESTOS, STORAGE TANKS OR HAZARDOUS SUBSTANCES.  NO
         REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL
         REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKER(S) OR THEIR
         AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX
         CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES; THE
         PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN COUNSEL AS TO
         THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.  IF THE SUBJECT PROPERTY
         IS LOCATED IN A STATE OTHER THAN CALIFORNIA, AN ATTORNEY FROM THE
         STATE WHERE THE PROPERTY IS LOCATED SHOULD BE CONSULTED.

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


SET NEW
<TABLE>
<S>                                                         <C>
Executed at    Newport Beach                                Executed at     Costa Mesa
            ---------------------------------------------               ---------------------------------------------
on                                                          on   Feb 11, 1992
   ------------------------------------------------------      ------------------------------------------------------
by LESSOR:                                                  by LESSEE:
2181 Dupont Associates, a California Limited                Procom Technology, Inc, a California
---------------------------------------------------------   ---------------------------------------------------------
Partnership                                                 Corporation
---------------------------------------------------------   ---------------------------------------------------------

By /s/ RICHARD N. DICK                                      By  /s/ ALEX AYDIN
   ------------------------------------------------------      ------------------------------------------------------
Name Printed:  Mr. Richard N. Dick                          Name Printed:  Mr. Alex Aydin
              -------------------------------------------                 -------------------------------------------
Title:   Managing General Partner                           Title:    Chief Financial Officer
       --------------------------------------------------          --------------------------------------------------
By   SEE ATTACHED SIGNATURE PAGE                            By
   ------------------------------------------------------      ------------------------------------------------------
Name Printed:                                               Name Printed:
              -------------------------------------------                 -------------------------------------------
Title:                                                      Title:
       --------------------------------------------------          --------------------------------------------------
Address:                                                    Address:
         ------------------------------------------------            ------------------------------------------------

---------------------------------------------------------   ---------------------------------------------------------
Tel. No. (      )              Fax No. (   )                Tel. No. (      )              Fax No. (   )
          ------ -------------          --- -------------             ------ -------------          --- -------------
</TABLE>

NOTICE:  These forms are often modified to meet changing requirements of law
         and industry needs.  Always write or call to make sure you are
         utilizing the most current form: American Industrial Real Estate
         Association, 345 South Figueroa Street, Suite M-1, Los Angeles, CA
         90071 (213) 687-6777.  Fax No. (213) 687-8616.

(C)      Copyright 1990--By American Industrial Real Estate Association.  All
rights reserved. No part of these works may be reproduced in any form without
permission in writing.

                                                                  FORM 105G-3/90





<PAGE>   11

LESSOR:

2181 DUPONT ASSOCIATES,
a California Limited Partnership

By: /s/ RICHARD N. DICK
   -------------------------------
   Richard N. Dick,
   Managing General Partner

By:    SOD Partners, a California general
       partnership, General Partner



       By: /s/ DONALD S. GRANT
          -------------------------------
          Donald S. Grant, Special
          Co-Trustee of the J. And
          P. O'Donnell Revocable Trust
          dated October 20, 1982, Partner

       By: /s/ VIRGINIA L. S. BECK
          --------------------------------
          Virginia L. S. Beck, Special
          Co-Trustee of the Lee Sammis
          Irrevocable Trust dated
          March 4, 1991, Partner
<PAGE>   12
         ADDENDUM TO THAT CERTAIN LEASE DATED FEBRUARY 10, 1992 BY AND
        BETWEEN 2181 DUPONT ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP
        (HEREIN CALLED LESSOR) AND PROCOM TECHNOLOGY, INC, A CALIFORNIA
           CORPORATION (HEREIN CALLED LESSEE) FOR THAT REAL PROPERTY
            COMMONLY KNOWN AS 2181 DUPONT DRIVE, IRVINE, CALIFORNIA.

49.    BASE RENT SCHEDULE:

<TABLE>
<CAPTION>
       Months                              Monthly Rent
       ------                              ------------
       <S>                                 <C>
       1-12                                $28,000 per month Industrial Gross
       13-24                               $33,000 per month Industrial Gross
       25-36                               $35,250 per month Industrial Gross
       37                                  $ 0.00 per month Industrial Gross
</TABLE>

50.      TENANT IMPROVEMENTS: Lessee shall be granted, by Lessor, a Tenant
Improvement Allowance in the amount of $10,000.00 to be used at Lessee's
discretion.  Said Tenant Improvement Allowance shall be due within seven (7)
days of Lessee's written notification to Lessor of Lessee's desire to
appropriate such funds to facilitate needed Tenant Improvements.

Lessor, at its sole cost and expense and prior to the lease Commencement Date
described in Section 1.3 of this Lease, shall re-carpet (re-tile) and re-paint
the existing office areas using identical materials and finishes to those that
exist in the reception area of the facility.

Lessor, at it's sole cost and expense, shall raise the warehouse lighting
contained in "Area One" in attached Exhibit A to the maximum allowable level.
Additionally, the Lessor shall remove the ducting for the heating, ventilating
and air-conditioning system in "Area One" of Exhibit A, except for the ducting
presently servicing the cafeteria/office area.

51.      BUILDING IDENTITY: Lessor shall remove the existing signage on the
facade of the building and the lettering on the monument sign and provide those
areas for Lessee's new signing which shall be approved by Lessor.

Lessee may, at it's sole cost and option, install it's signage on the building
and have nonexclusive use to the existing monument sign.  The size, style and
type of the signs permitted shall be subject to the declaration of Covenants,
Considerations, and Restriction's (CC&R's) and all applicable laws, regulations
and ordinances of the City of Irvine and shall also be consistent with the sign
criteria of the project.  Lessee shall be responsible for the maintenance and
removal of Lessee's signs.

52.      PROPERTY TAXES: Lessor shall pay Real Property Taxes applicable to the
Premises during the initial Lease Term.

If Lessee exercises it's Option to Extend defined in Section 55 of this Lease,
Lessee shall pay, in addition to rent, during the Extended Term, the amount, if
any, by which the Real Property Taxes applicable to the Premises increased over
the 1991-92 base year taxes when the initial lease Commencement Date occurred.

53.      CONDITION OF PREMISES: Per the provisions of Section 7.1(b), Lessee
shall pay for the periodic and normal maintenance of the heating, ventilating
and air-conditioning system(s) on the Premises.

Lessor shall pay for extended repair and/or replacement of the existing
heating, ventilating and air-conditioning system(s).

54.      HAZARDOUS WASTE AND ASBESTOS: Any hazardous materials and/or asbestos
shall be removed prior to commencement of construction of Tenant Improvements
and shall be and remain Lessor's full liability.  Lessee shall only be liable
for those materials brought on the premises by Lessee, its agents, vendors or
associates, and Lessor shall indemnify Lessee for all liability arising from
other hazardous materials previously or currently on the premises, or brought
on the premises by past tenants or person.





                                     PAGE 11
<PAGE>   13
55.      OPTION TO EXTEND: Lessor hereby grants Lessee an Option to Extend the
term of this Lease for a one (1) year period commencing when the prior term
expires upon each and all of the following terms and conditions:

         (i)     Lessee gives to Lessor, and Lessor actually receives, on a
                 date which is prior to the date that the option period would
                 commence (if exercised) by at least six (6) and not more than
                 nine (9) months, a written notice of the exercise of the
                 option to extend this lease for said additional term, time
                 being of the essence.  If said notification of the exercise of
                 said option is not so given and received, this option shall
                 automatically expire;

         (ii)    The provisions of paragraph 39, including the provision
                 relating to the default of Lessee set forth in paragraph 39.4
                 of this Lease are conditions of this Option;

         (iii)   All of the terms and conditions of this Lease except where
                 specifically modified by this Option shall apply;

         (iv)    The monthly rent for each month of the option period shall be
                 $48,000 per month, Industrial Gross and the Premises Area
                 shall be increased to the entire facility consisting of
                 approximately 81,000 square feet.

56.      PRIOR ENTRY: Lessor consents to the entry of Lessee into and upon the
premises prior to the commencement date of this Lease for the purpose of
cleaning, repairing, furnishing and decorating.  Prior to the commencement date
of this Lease and during the period Lessor has consented to Lessee's entry into
and upon the premises, Lessee shall indemnify and hold harmless Lessor from and
against any and all claims arising from Lessee's use of the premises, or from
the conduct of Lessee's business or from any activity, work or things done,
permitted or suffered by Lessee in or about the premises or elsewhere and shall
further indemnify and hold harmless Lessor from and against any and all claims
arising from any negligence of the Lessee, or any of Lessee's agents,
contractors, or employees, and from and against all costs, attorney's fees,
expenses and liabilities incurred in the defense of any such claim or any
action or proceeding brought hereon; and in case any action or proceeding be
brought against Lessor by reasons of any such claim, Lessee upon notice from
Lessor shall defend the same at Lessee's expense by counsel satisfactory to
Lessor.  Lessee, as a material part of the consideration to Lessor, hereby
assumes all risk of damage to property, which includes all plate glass and
doors, or any injury to persons, in or upon or against the premises arising
from any cause and Lessee hereby waives all claims in respect thereof against
Lessor.  If Lessee enters the premises pursuant to this paragraph, he does so
as a mere licensee of Lessor and without any right or color of right
whatsoever, it being agreed and understood that Lessee's right of possession
does not arise until Lessor tenders possession of premises in accordance with
the terms and conditions of this Lease.

57.      MULTI-TENANT BUILDING: Because Lessee's Premises is part of a larger
building, the Common Area Maintenance and other costs shall be prorated between
the various lessees occupying the Property.  Lessee's share of the building
costs shall be 84% (63,000 sq. ft. 75,000 sq. ft.) Said costs shall include the
following:

ELECTRICITY:  It is contemplated that Lessor will lease the remaining
approximately 13,000 sq. ft. of space in the building to another lessee.
Lessee shall pay the electrical bill for the entire property and bill Lessor
for the prorata amount estimated for the use that occupies the 13,000 sq. ft.
space.  An electrical consultant shall be retained to make the estimate of
usage in said excess area, or if possible, the area shall be separately metered
by a house meter.

LANDSCAPING:  Lessor, at it's sole cost and expense, shall maintain the
building landscaping at the level that currently exists.





                                     PAGE 2
<PAGE>   14
58.      CONSULT YOUR ATTORNEY: All negotiations and agreements are merged
within the above-referenced lease agreement, and there are no oral agreements
or implied covenants by the owner, employees, or agents thereof.  The party(s)
acknowledge that this agreement may have been filled in by Lee & Associates
(hereinafter "Broker"), for submission by you to your attorney for approval; as
such, all parties are advised and encouraged by Broker to contact their
attorneys to answer any questions that may exist prior to the execution of same.

Any financial statements, information, reports, materials, etc., provided to
Broker, and submitted by Broker to Lessor and/or Lessee, are so provided
without any independent investigation by Broker; as such, Broker assumes no
responsibility for the accuracy of same.  Any verification, credit check, etc.,
are the sole responsibility of the owner.

No warranties, recommendations, or representations are made by Broker as to the
accuracy, the legal sufficiency, legal effect, or tax consequences of the
above-referenced.

59.      BUILDING EXPANSION: Lessor shall have the right during the entire term
of this lease to develop an additional industrial building at the rear of the
property not to exceed 20,000 square feet.

LESSOR:                                LESSEE:

2181 Dupont Associates,                Procom Technology, Inc.,
a California Partnership               A California Corporation

By:  RICHARD N. DICK                   By:      [SIG]
   --------------------------             --------------------------------
   Richard N. Dick                     
   Managing General Partner            Title:  Executive Vice President
                                              ----------------------------


SOD Partners, a California general
partnership, General Partner

By:  DONALD S. GRANT
   ---------------------------------
   Donald S. Grant, Special Co-
   Trustee of the J. and P. O'Donnell
   Revocable Trust dated October 20,
   1982, Partner


By:  VIRGINIA L. S. BECK
   ----------------------------------
   Virginia L. S. Beck, Special Co-
   Trustee of the Lee Sammis
   Irrevocable Trust dated
   March 4, 1991, Partner
   

                                     PAGE 13
<PAGE>   15
                               2181 DUPONT DRIVE

EXHIBIT A

Lease dated February 10, 1992

Lessor:  2181 Dupont Associates, a California Limited Partnership

Lessee:  Procom Technology, Inc., a California Corporation






<PAGE>   16

               FIRST AMENDMENT TO STANDARD INDUSTRIAL/COMMERCIAL
                          SINGLE-TENANT LEASE - GROSS
                              (EXTENSION OF TERM)

         THIS FIRST AMENDMENT TO STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT
LEASE - GROSS ("Amendment"), dated as of March 15, 1995, is entered into by and
between 2181 DUPONT ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP ("Landlord"),
and PROCOM TECHNOLOGY, INC., a California corporation ("Tenant"), with
reference to the following recitals:

                                    RECITALS

         A.      Landlord and Tenant entered into that certain Standard
Industrial/Commercial Single-Tenant Lease - Gross dated as of February 10, 1992
("Lease"), concerning certain premises located at 2181 Dupont Drive, Irvine,
California 92715 ("Premises").  The capitalized terms used and not otherwise
defined herein shall have the same definitions as set forth in the Lease.

         B.      Landlord and Tenant now desire to modify the Lease to extend
the Term, all upon the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the foregoing recitals and for
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree that the Lease shall be modified
and/or supplemented as follows:

         1.      EXTENSION OF TERM.  Commencing May 1, 1995, the Term of the
Lease is hereby extended on a month to month basis, terminable by either party
upon ninety (90) days prior written notice to the other party.

         2.      MONTHLY RENT. Notwithstanding any provision of the Lease, (a)
commencing April 1, 1995, Tenant shall pay to Landlord at such place as
Landlord may designate, without deduction, offset, prior notice or demand, a
monthly Base Rent of Thirty-Five Thousand Two Hundred Fifty Dollars
($35,250.00) in lawful money of the United States, and (b) although Tenant
shall not receive any free rent for April, 1995, the monthly Base Rent for the
final thirty (30) days of the Term shall be waived so long as Tenant is not in
Breach or Default of the Lease or this Amendment.

         3.      TERMINATION OF OPTION TO EXTEND, EXPANSION RIGHT. Sections 55
and 59 of the Lease are hereby deleted in their entirety.

         4.      GENERAL.

                 (a)      Effect of Amendment; Ratification.  Except to the
         extent the Lease is modified by this Amendment, the terms and
         provisions of the Lease shall remain unmodified and in full force and
         effect.  In the event of conflict between the terms of the Lease and
         the terms of this Amendment, the terms of this Amendment shall
         prevail.

                 (b)      Attorneys' Fees.  The provisions of the Lease
         respecting payment of attorney's fees shall also apply to this
         Amendment.
<PAGE>   17
                 (c)      Counterparts.  If this Amendment is executed in
         counterparts, each counterpart shall be deemed an original.

                 (d)      Authority to Execute Amendment.  Each individual
         executing this Amendment on behalf of a corporation or partnership
         represents that he or she is duly authorized to execute and deliver
         this Amendment on behalf of the corporation or partnership and that
         this Amendment is binding upon the corporation or partnership in
         accordance with its terms.

                 (e)      Governing Law. This Amendment and any enforcement of
         the agreements and modifications set forth above shall be governed by
         and construed in accordance with the laws of the State of California.

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

         "Landlord"                    2181 DUPONT ASSOCIATES, A
                                       CALIFORNIA LIMITED PARTNERSHIP



                                       By:  /s/  RICHARD N. DICK
                                          --------------------------------
                                          Richard N. Dick, Managing
                                          General Partner

                                       By:  SOD Partners, a California
                                            general partnership, General
                                            Partner

                                            By:  /s/  JOHN D. O'DONNELL
                                               ---------------------------
                                               John D. O'Donnell,
                                               Trustee of the J. and P.
                                               O'Donnell Revocable Trust
                                               dated October 20, 1982,
                                               Partner

                                            By:  /s/  JANICE ROSENQUIST
                                               ---------------------------
                                               Janice Rosenquist,
                                               Trustee of the
                                               Lee Sammis Irrevocable
                                               Trust dated March 4,
                                               1991, Partner

    "Tenant"                           PROCOM TECHNOLOGY, INC., a
                                       California corporation
                                       
                                       By:      /SIG/
                                          --------------------------------
                                          Its   EVP
                                             -----------------------------

                                       By:
                                          --------------------------------
                                          Its
                                             -----------------------------




                                      -2-
<PAGE>   18
               SECOND AMENDMENT TO STANDARD INDUSTRIAL/COMMERCIAL
                          SINGLE-TENANT LEASE - GROSS
                              (Extension of Term)

         THIS SECOND AMENDMENT TO STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT
LEASE - GROSS ("Amendment"), dated as of May 18, 1995, is entered into by and
between 2181 DUPONT ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP ("Lessor"),
and PROCOM TECHNOLOGY, INC., a California corporation ("Lessee"), with
reference to the following recitals:

                                    RECITALS

         A.      Lessor and Lessee entered into that certain Standard
Industrial/Commercial Single-Tenant Lease - Gross dated as of February 10,
1992, as amended by that certain First Amendment to Standard
Industrial/Commercial Single-Tenant Lease - Gross dated as of March 15, 1995
(collectively, the "Lease"), concerning certain premises located at 2181 Dupont
Drive, Irvine, California 92715 ("Premises").  The capitalized terms used and
not otherwise defined herein shall have the same definitions as set forth in
the Lease.

         B.      Lessor and Lessee now desire to modify the Lease to further
extend the Term, all upon the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the foregoing recitals and for
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lessor and Lessee hereby agree that the Lease shall be modified
and/or supplemented as follows:

         1.      EXTENSION OF TERM.  The Term of the Lease is hereby extended
commencing June 1, 1995 through and including July 31, 1998.

         2.      FURTHER EXTENSION OPTION.  Upon the expiration of the extended
Term of the Lease, provided no Breach or Default by Lessee has occurred and is
continuing, Lessee shall have the option to further extend the Term of the
Lease for an additional four (4) months, so long as (i) Lessee provides to
Lessor written notice of its intent to exercise such further extension option
not less than one hundred twenty (120) days prior to the expiration of the
extended Term, and (ii) during any such further extension period, all of the
terms and provisions of the Lease shall be and remain in full force and effect,
as amended by this Amendment, except that Monthly Rent shall be increased
during such further extended Term to an amount equal to Forty-Three Thousand
One Hundred Twenty-Five Dollars ($43,125.00) per month.

         3.      MONTHLY RENT.  Notwithstanding any provision of the Lease,
Monthly Rent for each month of the extended Term shall be as follows:

                 (a)      June, 1995 and July, 1995 shall be at Thirty-Five
         Thousand Two Hundred Fifty Dollars ($35,250.00) per month;

                 (b)      Commencing August 1, 1995 through and including the
         expiration of the extended Term, Thirty-Seven Thousand Five Hundred
         Dollars ($37,500.00) per month;

                 (c)      Notwithstanding the foregoing, provided Tenant is not
         in Breach or Default of the Lease or this Amendment, Monthly Rent for
         January, 1997 shall be waived.






<PAGE>   19
All Monthly Rent hereunder shall be due on or before the first (1st) calendar
day of each calendar month, made payable to Lessor at such place as Lessor may
designate, without deduction, offset, prior notice or demand, in lawful money
of the United States.  Throughout the extended Term, Lessee shall also continue
to pay all other amounts required to be paid by Lessee under the Lease.

         4.      HVAC MAINTENANCE.  Throughout the extended Term of the Lease,
Lessee shall, at Lessee's expense, enter into and maintain at all times an HVAC
preventative maintenance service contract with Conditioned Air Technicians
providing the services as described in EXHIBIT "1" attached hereto, or with
such other reputable service contractor and/or on such other terms and
conditions as may be approved by Lessor in its sole discretion.
Notwithstanding such HVAC preventative maintenance contract, Lessor shall bear
the expense of any repairs and replacement of all or any portion of the HVAC
system serving the Building, unless such repair or replacement is due to any
act or omission of Lessee, its sublessees, employees, agents or contractors, in
which event Lessee shall bear the expense of such repair and/or replacement.

         5.      LIMITED REFURBISHMENT.  Promptly following August 1, 1995,
Lessor shall complete, at Lessor's expense, the following limited refurbishment
work at the Premises:

                 (a)      Replace carpet in the general office areas of the
         premises on an as needed basis.

                 (b)      Enlarge the reception area to include the office on
         the right side thereof, and thereafter re-carpet and repaint the
         reception area;

                 (c)      Secure, repaint and re-carpet the 1,000 square foot
         office in the rear warehouse area of the Premises and provide a new
         entrance door to said office; and

                 (d)      Provide-touch-up painting on an as-needed basis in
         the general office areas of the Premises.

All such painting and carpeting shall be done by contractors chosen by Lessor,
and shall be undertaken using Lessor's then-standard style, make, grade and
color of paint and carpeting.  Other than such limited refurbishment, Lessor
shall have no obligation to do any other improvement work at the Premises.

         6.      SUBLEASING.  Lessor hereby approves a sublease between Lessee
and Hughes Data Corporation for the rear twelve thousand (12,000) square foot
portion of the Premises, including warehouse and one (1) office.  Such approval
shall not (i) relieve Lessee from any liability, obligation or responsibility
under the Lease, or (ii) constitute a waiver of Lessor's right to approve any
other proposed sublease of all or any portion of the Premises in accordance
with Section 12 of the Lease, or (iii) affect or diminish any of Lessor's
rights under Section 12 of the Lease with respect to the approved sublease with
Hughes Data Corporation or with respect to any other future sublease of all or
any portion of the Premises which may be approved by Lessor pursuant to said
Section 12; all of which rights of Lessor and obligations of Lessee are hereby
reserved and preserved.  In no event shall Hughes Data Corporation or any other
future sublessee of all or any portion of the Premises have any right of
occupancy of all or any portion of the Premises beyond the expiration or
earlier termination of the Term of the Lease.

         7.      GENERAL.

                 (a)      Effect of Amendment; Ratification.  Except to the
         extent the Lease is modified by this Amendment, the terms and
         provisions of the Lease shall remain unmodified





                                      -2-
<PAGE>   20
         and in full force and effect.  In the event of conflict between the
         terms of the Lease and the terms of this Amendment, the terms of this
         Amendment shall prevail.

                 (b)      Attorneys' Fees.  The provisions of the Lease
         respecting payment of attorney's fees shall also apply to this
         Amendment.

                 (c)      Counterparts.  If this Amendment is executed in
         counterparts, each counterpart shall be deemed an original.

                 (d)      Authority to Execute Amendment.  Each individual
         executing this Amendment on behalf of a corporation or partnership
         represents that he or she is duly authorized to execute and deliver
         this Amendment on behalf of the corporation or partnership and that
         this Amendment is binding upon the corporation or partnership in
         accordance with its terms.

                 (e)      Governing Law.  This Amendment and any enforcement of
         the agreements and modifications set forth above shall be governed by
         and construed in accordance with the laws of the State of California.

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

         "Lessor"                      2181 DUPONT ASSOCIATES, A
                                       CALIFORNIA LIMITED PARTNERSHIP

                                                                       
                                                                       
                                       By:  /s/  RICHARD N. DICK
                                           --------------------------------
                                           Richard N. Dick, Managing
                                           General Partner
                                       
                                       
                                       By: SOD Partners, a California
                                           general partnership, General
                                           Partner

                                       By:  /s/  JOHN D. O'DONNELL
                                           -------------------------------
                                           John D. O'Donnell,
                                           Trustee of the J. and P.
                                           O'Donnell Revocable Trust
                                           dated October 20, 1982,
                                           Partner



[SIGNATURES CONTINUED]                 By:  /s/  JANICE ROSENQUIST
                                           -------------------------------
                                           Janice Rosenquist, Co-Trustee
                                           of the Lee Sammis Irrevocable
                                           Trust dated March 4, 1991,
                                           Partner
                                                   
                                                   






                                      -3-
<PAGE>   21
         "Lessee"                      PROCOM TECHNOLOGY, INC., a
                                       California corporation


                                       By:      /SIG/
                                          --------------------------------
                                          Its   EVP
                                             -----------------------------


                                       By:      /SIG/
                                          --------------------------------
                                          Its
                                             -----------------------------


                                      -4-
<PAGE>   22
[CONDITIONED AIR TECHNICIANS LOGO]

Air Conditioning and Refrigeration Contractors                   Lic. #563781

                                                                  Page 1 of 2

                         MAINTENANCE SERVICE AGREEMENT

I/We:   Procom Technology
        2181 Dupont Drive
        Irvine, CA 92715
        Attention: Libby Harris

        (714) 852-1000

Request maintenance as a preventive measure for our Heating-Air
Conditioning-Ventilating equipment.

Conditioned Air Technicians shall inspect the equipment at least 12 times per
year and perform the usual service operation for preventive maintenance on a
regularly scheduled basis.  This servicing shall be of good practice and
workmanship and in the manner recommended by the manufacturer.  Conditioned Air
Technicians shall furnish necessary skilled technicians, testing equipment,
tools and other devices necessary to carry out proper maintenance.

The following items shall be inspected and performed:

 1.     Check, clean or replace filters.
 2.     Lubricate fan and motor bearings as required.
 3.     Check and adjust all belts.
 4.     Check electrical wiring and connections.
 5.     Check voltage and amperage for each load.
 6.     Check all control operations including safety.
 7.     Visually check for refrigerant leaks.
 8.     Check for excessive vibration or noise.
 9.     Check drains from coils.
10.     Check for clean evaporator and condenser coils.
11.     Check complete heating cycle.
12.     Check complete cooling cycle.
13.     Check thermostat.
14.     Light clean-up around units.

It is understood that this maintenance service shall be performed only during
regular working hours, scheduled at the option to the maintenance contractor.



2650 Walnut Ave., Suite A, Tustin, CA 92680 o (714) 544-0494 o 
FAX (714) 544-0459

<PAGE>   23

                                                                    Page 2 of 2

Emergency service shall be extra to this agreement, billed at the prevailing
rate, plus parts.

Conditioned Air Technicians shall endeavor to answer all requests for service
within the same day, provided overtime is not involved, unless overtime is
agreeable.

This agreement may be cancelled by either party by giving Thirty (30) days
written notice.

This agreement covers the following pieces of equipment:

1.  Carrier M#50DD054600AA       Serial # K689552 - UNIT #1

2.  Carrier M#48DD016B           Serial # K688012 - UNIT #2

3.  Carrier M#50DD046600XC       Serial # A795254 - UNIT #4

4.  Carrier M#48DD024            Serial # K689539 - UNIT #5

5.  Carrier M#50DD044600XC       Serial # A795255 - UNIT #6

6.  BARD    M#P60                Serial # 117454 - UNIT #8

For the sum of $240.00 per month, plus parts and filters, payable as service
rendered.  10% off all parts and filters.

The above amount is subject to review at anniversary.  A Thirty (30) day
written notice will be given if any change is found necessary.

Dated this Thirteenth Day of May 1995.


Contractor:                          Owner or Purchaser:

CONDITIONED AIR TECHNICIANS          PROCOM TECHNOLOGY
                                     -------------------------------
                                     Name

                                     2181 DUPONT DRIVE
                                     -------------------------------
                                     Address


/s/  SCOTT S. BYINGTON  5-13-95           /SIG/            5/8/95
--------------------------------     -------------------------------
     Scott S. Byington / Date        Authorized Signature / Date


Service to Start:      June 1995
                  -------------------
                         Month