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                                                                   EXHIBIT 10.34

                              AIRPORT BUS. CENTER

                            Dated: February 5, 2002

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

(a)  LANDLORD: Airport Industrial Complex, a California Limited Partnership

     LANDLORD'S ADDRESS (FOR NOTICES):

     17755 Sky Park East, Ste 100,
     Irvine, CA 92614

     or such other place as Landlord may from time to time designate by notice
     to Tenant with a copy to Koll Management Services, P.O. Box 1980, Newport
     Beach, California 92660.

(b)  TENANT: Genomic Solutions Inc.,

     TENANT'S TRADE NAME: Genomic Solutions

     TENANT'S ADDRESS FOR NOTICES (PREMISES):

     17865 Sky Park Circle, Suite M
     Irvine, CA 92614  Attention:

(c)  PREMISES: Suite(s) M of building 1801 (the "Building") of AIRPORT BUS.
     CENTER (the "Project"), located in the City of Irvine ("City"), County of
     Orange ("County"), State of California ("State") as shown on Exhibit "A-1".
     The Premises are depicted on Exhibit "A-11" and contain approximately 2,150
     Rentable Square Feet (subject to adjustment as provided in this Lease).

(d)  TENANT'S SHARE: 0.2%

(e)  TERM: 7 Lease Months and 8 Days.

(f)  COMMENCEMENT DATE: February 21, 2002.

(g)  EXPIRATION DATE: September 30, 2002.

(h)  INITIAL MONTHLY BASE RENT: $2,258.00, subject to adjustment as provided in
     Exhibit "B" and as otherwise provided in this Lease.

(i)  MONTHLY OPERATING EXPENSE CHARGE: $129.00, subject to adjustment as
     provided in Exhibit "B" and as set forth in Paragraph 6.

(j)  SECURITY DEPOSIT: $2,512.00.

(k)  NON-REFUNDABLE CLEANING FEE PORTION OF SECURITY DEPOSIT: $125.00.

(l)  PERMITTED USE: General office, warehouse and manufacturing of medical
     products and equipment and no other use without the express written consent
     of Landlord, which consent Landlord may withhold in its sole and absolute
     discretion.

(m)  BROKER(S): CB Richard Ellis - Landlord.

(n)  GUARANTOR(S): None

(o)  INTEREST RATE: The greater of ten percent (10%) per annum or two percent
     (2%) in excess of the prime lending or reference rate of Wells Fargo Bank
     N.A. or any successor bank in effect on the twenty-fifth (25th) day of the
     calendar month immediately prior to the event giving rise to the Interest
     Rate imposition; provided, however, the Interest Rate will in no event
     exceed the maximum interest rate permitted to be charged by applicable law.

(p)  EXHIBITS: A-1 through G, inclusive, which Exhibits are attached to this
     Lease and incorporated herein by this reference.

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


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2.   PREMISES AND COMMON AREAS.

(a)  PREMISES.  Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord the Premises upon and subject to the terms, covenants and conditions
contained in this Lease to be performed by each party.

(b)  TENANT'S USE OF COMMON AREAS.  During the Term of this Lease, Tenant shall
have the nonexclusive right to use in common with all other occupants of the
Project, the following common areas of the Project (collectively, the "Common
Areas"); the parking facilities of the Project which serve the Building,
loading and unloading areas, trash areas, roadways, sidewalks, walkways,
parkways, driveways, landscaped areas, and similar areas and facilities
situated within the Project and appurtenant to the Building which are not
reserved for the exclusive use of any Project occupants.

(c)  LANDLORD'S RESERVATION OF RIGHTS.  Provided Tenant's use of and access to
the Premises is not interfered with in an unreasonable manner, Landlord reserves
for itself and for all other owner(s) and operator(s) of the Common Areas and
the balance of the Project, the right from time to time: to (i) install, use,
maintain, repair, replace and relocate pipes, ducts, conduits, wires and
appurtenant meters and equipment above the ceiling surfaces, below the floor
surfaces and within the walls of the Building; (ii) make changes to the design
and layout of the Project, including, without limitation, changes to buildings,
driveways, entrances, loading and unloading areas, direction of traffic,
landscaped areas and walkways, parking spaces and parking areas; and (iii) use
or close temporarily the Common Areas, and/or other portions of the Project
while engaged in making improvements, repairs or alterations to the Building,
the Project, or any portion thereof.

3.   TERM.  The term of this Lease ("Term") will be for the period designated
in Subparagraph 1(e), commencing on the Commencement Date, and ending on the
Expiration Date. Each consecutive twelve (12) month period of the Term of this
Lease, commencing on the Commencement Date, will be referred to herein as a
"Lease Year".

4.   POSSESSION.

(a)  DELIVERY OF POSSESSION.  Landlord will deliver possession of the Premises
to Tenant in its current "as-is" condition with the addition of only those
items of work described on Exhibit "C" which are to be completed by Landlord on
or before the Commencement Date. If, for any reason not caused by Tenant,
Landlord cannot deliver possession of the Premises to Tenant on the
Commencement Date, this Lease will not be void or voidable, nor will Landlord
be liable to Tenant for any loss or damage resulting from such delay, but in
such event, the Commencement Date and Tenant's obligation to pay rent will not
commence until Landlord delivers possession to Tenant. If the delay in
possession is caused by Tenant, then the Term and Tenant's obligation to pay
rent will commence as of the Commencement Date even though Tenant does not yet
have possession. Notwithstanding the foregoing, Landlord will not be obligated
to deliver possession of the Premises to Tenant (but Tenant will be liable for
rent if Landlord can otherwise deliver the Premises to Tenant) until Landlord
has received from Tenant all of the following: (i) a copy of this Lease fully
executed by Tenant and the guaranty of Tenant's obligations under this Lease,
if any, executed by the Guarantor(s); (ii) the Security Deposit and the first
installment of Monthly Base Rent; and (iii) copies of policies of insurance or
certificates thereof as required under Paragraph 19 of this Lease.

(b)  CONDITION OF PREMISES.  By taking possession of the Premises, Tenant will
be deemed to have accepted the Premises in its "as-is" condition on the date of
delivery of possession and to have acknowledged that all work to be completed
by Landlord as described on Exhibit "C" has been completed and there are no
additional items needing work or repair by Landlord. Tenant acknowledges that
neither Landlord not any agent of Landlord has made any representation or
warranty with respect to the Premises, the Building, the Project or any
portions thereof or with respect to the suitability of same for the conduct of
Tenant's business and Tenant further acknowledges that Landlord will have no
obligation to construct or complete any additional buildings or improvements
within the Project.

5.   RENT.

(a)  MONTHLY BASE RENT.  Tenant agrees to pay Landlord the Monthly Base Rent
for the Premises (subject to adjustment as hereinafter provided) in advance on
the first day of each calendar month during the Term without prior notice or
demand, except that Tenant agrees to pay the Monthly Base Rent for the first
month of the Term directly to Landlord concurrently with Tenant's delivery of
the executed Lease to Landlord. All rent must be paid to Landlord, without any
deduction or offset, in lawful money of the United States of America, at the
address designated by Landlord or to such other person or at such other place
as Landlord may from time to time designate in writing. Monthly Base Rent will
be adjusted during the Term of this Lease as provided in Exhibit "B".

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

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

6.   OPERATING EXPENSES.

(a)  OPERATING EXPENSES.  Throughout the Term of this Lease, commencing on the
Commencement Date, Tenant agrees to pay Landlord as additional rent in
accordance with the terms of this Paragraph 6, Tenant's Share of Operating
Expenses for the taxes and insurance for the Project and all costs and expenses
for the operation, maintenance, repair, and replacement of the Project
including, without limitation: (i) any form of real property tax assessment,
license fee, license tax, business license fee, commercial rental tax, levy,
charge, improvement bond or similar imposition of any kind or nature imposed by
any authority having the direct power to tax, including any city, county, state
or federal government, or any school, agricultural, lighting, drainage or other
improvement or special assessment district thereof; (ii) any and all
assessments under any covenants, conditions and restrictions affecting the
Project; (iii) water, sewer and other utility charges; (iv) costs of insurance
obtained by Landlord pursuant to Paragraph 19 of the Lease; (v) waste disposal
and janitorial services; (vi) security; (vii) labor; (viii) management costs
including, without limitation; (A) wages and salaries (and payroll taxes and
similar charges) of property management employees, and (B) management office
rental, supplies, equipment and related operating expenses and management fees;
(ix) supplies, materials, equipment and tools including rental of personal
property; (x) repair and maintenance of the structural portions of the
buildings with the Project, including the plumbing, heating, ventilating,
air-conditioning and electrical systems installed or furnished by Landlord;
(xi) maintenance, costs and upkeep of all parking and other Common Areas;
(xii) depreciation on a straight line basis and rental of personal property
used in maintenance; (xiii) amortization on a straight line basis over the
useful life (together with interest at the Interest Rate on the unamortized
balance) of all capitalized expenditures which are: (A) reasonably intended to
produce a reduction in operating charges or energy consumption; or (B) required
under any governmental law or regulation that was not applicable to the Project
at the time it was originally constructed; or (C) for replacement of any
Project equipment needed to operate the Project at the same quality levels as
prior to the replacement; (xiv) gardening and landscaping; (xv) maintenance of
signs (other than signs of tenants of the Project); (xvi) personal property
taxes levies on or


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attributable to personal property used in connection with the Common Areas;
(xvii) reasonable accounting, audit, verification, legal and other consulting
fees; and (xviii) costs and expenses of repairs, resurfacing, repairing,
maintenance, painting, lighting, cleaning, refuse removal, security and similar
items, including appropriate reserves.

(b)  DETERMINATION OF TENANT'S MONTHLY OPERATING EXPENSE CHARGE. Tenant's
Monthly Operating Expense Charge shall be determined as provided in
Subparagraph 1(i) of this Lease. If Tenant's Monthly Operating Expense Charge
is scheduled for each year of the Lease Term as shown on Exhibit "B", then
Subparagraphs (c)(d) and (e) below will not apply.

(c)  ESTIMATE STATEMENT. Prior to the Commencement Date and on or about March
1st of each subsequent calendar year during the Term of this Lease; Landlord
will endeavor to deliver to Tenant a statement ("Estimate Statement") wherein
Landlord will estimate both the Operating Expenses and Tenant's Monthly
Operating Expense Charge for the then current calendar year. Tenant agrees to
pay Landlord, as additional rent, Tenant's estimated Monthly Operating Expense
Charge each month thereafter, beginning with the next installment of rent due,
until such time as Landlord issues a revised Estimate Statement or the Estimate
Statement for the succeeding calendar year, except that, concurrently with the
regular monthly rent payment next due following the receipt of each such
Estimate Statement, Tenant agrees to pay Landlord an amount equal to one monthly
installment of Tenant's estimated Monthly Operating Expense Charge (less any
applicable Operating Expenses already paid) multiplied by the number of months
from January. In the current calendar year, to the month of such rent payment
next due, all months inclusive. If at any time during the Term of this Lease,
but not more often than quarterly, Landlord reasonably determines that Tenant's
Share of Operating Expenses for the current calendar year will be greater than
the amount set forth in the then current Estimate Statement, Landlord may issue
a revised Estimate Statement and Tenant agrees to pay Landlord, within ten (10)
days of receipt of the revised Estimate Statement, the difference between the
amount owned by Tenant under such revised Estimate Statement and the amount
owed by Tenant under the original Estimate Statement for the portion of the then
current calendar year which has expired. Thereafter Tenant agrees to pay
Tenant's Monthly Operating Expense Charge based on such revised Estimate
Statement until Tenant receives the next calendar year's Estimate Statement or a
new revised Estimate Statement for the current calendar year.

(d)  ACTUAL STATEMENT. By March 1st of each calendar year during the Term of
this Lease, Landlord will also endeavor to deliver to Tenant a statement
("Actual Statement") which states Tenant's Share of the actual Operating
Expenses for the preceding calendar year. If the Actual Statement reveals that
Tenant's Share of the actual Operating Expenses is more than the total
Additional Rent paid by Tenant for Operating Expenses on account of the
preceding calendar year, Tenant agrees to pay Landlord the difference in a
lump sum within ten (10) days of receipt of the Actual Statement. If the Actual
Statement reveals that Tenant's Share of the actual Operating Expenses is less
than the Additional Rent paid by Tenant for Operating Expenses on account of
the preceding calendar year. Landlord will credit any overpayment toward the
next monthly installment(s) of Tenant's Share of the Operating Expenses due
under this Lease.

(e)  MISCELLANEOUS. Any delay or failure by Landlord in delivering any Estimate
Statement or Actual Statement pursuant to this Paragraph 6 will not constitute a
waiver of its right to require an increase in rent nor will it relieve Tenant of
its obligations pursuant to this Paragraph 6, except that Tenant will not be
obligated to make any payments based on such Estimate Statement or Actual
Statement until ten (10) days after receipt of such Estimate Statement or Actual
Statement. If Tenant does not object to any Estimate Statement or Actual
Statement within thirty (30) days after Tenant receives any such statement,
such statement will be deemed final and binding on Tenant. Even though the Term
has expired and Tenant has vacated the Premises, when the final determination is
made of Tenant's Shares of the actual Operating Expenses for the year in which
this Lease terminates, Tenant agrees to promptly pay any increase due over the
estimated expenses paid and, conversely, any overpayment made in the event said
expenses decrease shall promptly be rebated by Landlord to Tenant. Such
obligation will be a continuing one which will survive the expiration or
termination of this Lease. Prior to the expiration or sooner termination of the
Lease Term and Landlord's acceptance of Tenant's surrender of the Premises,
Landlord will have the right to estimate the actual Operating Expenses for the
then current Lease Year and to collect from Tenant prior to Tenant's surrender
of the Premises, Tenant's Share of any excess of such actual Operating Expenses
over the estimated Operating Expenses paid by Tenant in such Lease Year.

7.   SECURITY DEPOSIT AND CLEANING FEE. Upon Tenant's execution of this Lease,
Tenant will deposit with Landlord the Security Deposit designated in
Subparagraph 1(i). The Security Deposit will be held by Landlord as security
for the full and faithful performance by Tenant of all of the terms, covenants,
and conditions of this Lease to be kept and performed by Tenant during the
Term hereof. The Security Deposit is not, and may not be construed by Tenant to
constitute, rent for the last month or any portion thereof. If Tenant defaults
with respect to any provisions of this Lease including, but not limited to, the
provisions relating to the payment of rent or additional rent, Landlord may
(but will not be required to) use, apply or retain all or any part of the
Security Deposit for the payment of any rent or any other sum in default, or
for the payment of any other amount which Landlord may spend by reason of
Tenant's default or to compensate Landlord for any loss or damage which
Landlord may suffer by reason of Tenant's default. If any portion of the
Security Deposit is so used or applied, Tenant agrees, within ten (10) days
after Landlord's written demand therefor, to deposit cash with Landlord in an
amount sufficient to restore the Security Deposit to its original amount and
Tenant's failure to do so shall constitute a default under this Lease. Landlord
is not required to keep Tenant's Security Deposit separate from its general
funds, and Tenant is not entitled to interest on such Security Deposit. If
Tenant is not in default at the expiration or termination of this Lease,
Landlord will return the Security Deposit to Tenant, less the non-refundable
Cleaning Fee portion designated in Subparagraph 1(k). Landlord's obligations
with respect to the Security Deposit are those of a debtor and not of a trustee.

8.   USE

(a)  TENANT'S USE OF THE PREMISES. The Premises may be used for the use or uses
set forth in Subparagraph 1(l) only, and Tenant will not use or permit the
Premises to be used for any other purpose without the prior written consent of
Landlord, which consent Landlord may withhold in its sole and absolute
discretion. Nothing in this Lease will be deemed to give Tenant any exclusive
right to such use in the Project.

(b)  COMPLIANCE. At Tenant's sole cost and expense, Tenant agrees to procure,
maintain and hold available for Landlord's inspection, all governmental licenses
and permits required for the proper and lawful conduct of Tenant's business from
the Premises, if any. Tenant agrees not to use, alter or occupy the Premises or
allow the Premises to be used, altered and occupied in violation of, and Tenant,
at its sole cost and expense, agrees to use and occupy the Premises, and cause
the Premises to be used and occupied, in compliance with: (i) any and all laws,
statutes, zoning restrictions, ordinances, rules, regulations, orders and
rulings now or hereafter in force and any requirements of any insurer, insurance
authority or duly constituted public authority having jurisdiction over the
Premises, the Building or the Project now or hereafter in force, (ii) the
requirements of the Board of Fire Underwriters and any other similar body, (iii)
the Certificate of Occupancy issued for the Building, and (iv) any recorded
covenants, conditions and restrictions and similar regulatory agreements, if
any, which affect the use, occupation or alteration of the Premises, the
Building and/or the Project. Tenant agrees to comply with the Rules and
Regulations referenced in Paragraph 28 below. Tenant agrees not to do or permit
anything to be done in or about the Premises which will in any manner obstruct
or interfere with the rights of other tenants or occupants of the Project, or
injure


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or unreasonably annoy them, or use or allow the Premises to be used for any
unlawful or unreasonably objectionable purpose. Tenant agrees not to place or
store any articles or materials outside of the Premises or to cause, maintain or
permit any nuisance or waste in, on, under or about the Premises or elsewhere
within the Project. Tenant shall not use or allow the Premises to be used for
lodging, bathing or the washing of clothes.

(c)  HAZARDOUS MATERIALS. Except for ordinary and general office supplies, such
as copier toner, liquid paper, glue, ink and common household cleaning materials
(some or all of which may constitute "Hazardous Materials" as defined in this
Lease), Tenant agrees not to cause or permit any Hazardous Materials to be
brought upon, stored, used, handled, generated, released or disposed of on, in,
under or about the Premises, the Building, the Common Areas or any other portion
of the Project by Tenant, its agents, employees, subtenants, assignees,
licensees, contractors or invitees (collectively, "Tenant's Parties"), without
the prior written consent of Landlord, which consent Landlord may withhold in
its sole and absolute discretion. Concurrently with the execution of this Lease,
Tenant agrees to complete and deliver to Landlord an Environmental Questionnaire
in the form of Exhibit "G" attached hereto. Upon the expiration or earlier
termination of this Lease, Tenant agrees to promptly remove from the Premises,
the Building and the Project, at its sole cost and expense, any and all
Hazardous Materials, including any equipment or systems containing Hazardous
Materials which are installed, brought upon, stored, used, generated or released
upon, in, under or about the Premises, the Building and/or the Project or any
portion thereof by Tenant or any of Tenant's Parties. To the fullest extent
permitted by law, Tenant agrees to promptly indemnify, protect, defend and hold
harmless Landlord and Landlord's partners, officers, directors, employees,
agents, successors and assigns (collectively, "Landlord Indemnified Parties")
from and against any and all claims, damages, judgments, suits, causes of
action, losses, liabilities, penalties, fines, expenses and costs (including,
without limitation, clean-up, removal, remediation and restoration costs, sums
paid in settlement of claims, attorneys' fees, consultant fees and expert fees
and court costs) which arise or result from the presence of Hazardous Materials
on, in, under or about the Premises, the Building or any other portion of the
Project and which are caused or permitted by Tenant or any of Tenant's Parties.
Tenant agrees to promptly notify Landlord of any release of Hazardous Materials
in the Premises, the Building or any other portion of the Project which Tenant
becomes aware of during the Term of this Lease, whether caused by Tenant or any
other persons or entities. In the event of any release of Hazardous Materials
caused or permitted by Tenant or any of Tenant's Parties, Landlord shall have
the right, but not the obligation, to cause Tenant to immediately take all steps
Landlord deems necessary or appropriate to remediate such release and prevent
any similar future release to the satisfaction of Landlord and Landlord's
mortgagee(s). At all times during the Term of this Lease, Landlord will have the
right, but not the obligation, to enter upon the premises to inspect,
investigate, sample and/or monitor the premises to determine if Tenant is in
compliance with the terms of this Lease regarding Hazardous Materials. As used
in this Lease, the term "Hazardous Materials" shall mean and include any
hazardous or toxic materials, substances or wastes as now or hereafter
designated under any law, statute, ordinance, rule, regulation, order or ruling
of any agency of the State, the United States Government or any local
governmental authority, including, without limitation asbestos, petroleum,
petroleum hydrocarbons and petroleum based products, urea formaldehyde foam
insulation, polychlorinated biphenyls ("PCBs"), and freon and other
chlorofluorocarbons. The provisions of this Subparagraph 8(c) will survive the
expiration or earlier termination of this Lease.

(d)  REFUSE AND SEWAGE.  Tenant agrees not to keep any trash, garbage, waste or
other refuse on the Premises except in sanitary containers and agrees to
regularly and frequently remove same from the Premises. Tenant shall keep all
containers or other equipment used for storage of such materials in a clean and
sanitary condition. Tenant shall properly dispose of all sanitary sewage and
shall not use the sewage disposal system for the disposal of anything except
sanitary sewage. Tenant shall keep the sewage disposal system free of all
obstructions and in good operating condition. If the volume of Tenant's trash
becomes excessive in Landlord's judgment, Landlord shall have the right to
charge Tenant for additional trash disposal services and/or to require that
Tenant contract directly for additional trash disposal services at Tenant's
sole cost and expense.

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


10.  BROKERS.  The parties acknowledge that the broker(s) who negotiated this
Lease are stated in Subparagraph 1(m). Landlord and Tenant each agree to
promptly indemnify, protect, defend and hold harmless the other from and against
any and all claims, damages, judgments, suits, causes of action, losses,
liabilities, penalties, fines, expenses and costs (including attorneys' fees and
court costs) resulting from any breach by the indemnifying party of the
foregoing representation, including, without limitation, any claims that may be
asserted by any broker, agent or finder undisclosed by the indemnifying party.
The foregoing mutual indemnity shall survive the expiration or earlier
termination of this Lease. Tenant agrees that Landlord will not recognize or
compensate any third party broker with regards to any renewals and/or
expansions.

11.  SURRENDER; HOLDING OVER.

(a)  SURRENDER.  The voluntary or other surrender of this Lease by Tenant, or a
mutual cancellation thereof, shall not constitute a merger, and shall, at the
option of Landlord, operate as an assignment to Landlord of any or all
subleases or subtenancies. Upon the expiration or earlier termination of this
Lease, tenant agrees to peaceably surrender the Premises to Landlord broom
clean and in a state of good order, repair and condition, ordinary wear and
tear and casualty damage excepted, with all of Tenant's personal property and
alterations removed from the premises to the extent required under Paragraph 13
and all damage caused by such removal repaired as required by Paragraph 13.
The delivery of keys to any employee of Landlord or to Landlord's agent or any
employee thereof alone will not be sufficient to constitute a termination of
this Lease or a surrender of the Premises.

(b)  Holding Over.  If Tenant holds over after the expiration or earlier
termination of the Term, Landlord may, at its option, treat Tenant as a tenant
at sufferance only, and evict Tenant immediately, or consent in writing to the
continued occupancy by Tenant which shall be subject to all of the terms,
covenants and conditions of this Lease, so far as applicable, including the
payment of Operating Expenses, except that the Monthly Base Rent for any month
or partial month during which Tenant holds over shall be equal to one hundred
fifty percent (125%) of the Monthly Base Rent in effect under this Lease
immediately prior to such holdover. Acceptance by Landlord of rent after such
expiration or earlier termination will not result in a renewal of this Lease.
If Tenant fails to surrender the Premises upon the expiration of this Lease in
accordance with the terms of this Paragraph 11 despite demand to do so by
Landlord, Tenant agrees to promptly indemnify, protect, defend and hold
Landlord harmless from all claims, damages, judgments, suits, causes of action,
losses, liabilities, penalties, fines, expenses and costs (including attorneys'
fees and costs), including, without limitation, costs and expenses incurred by
Landlord in returning the Premises to the condition in which Tenant was to
surrender it and claims made by any succeeding tenant founded on or resulting
from Tenant's failure to surrender the Premises. The provisions of this
Subparagraph 11(b) will survive the expiration or earlier termination of this
Lease.

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<PAGE>
12.  TAXES ON TENANT'S PROPERTY. Tenant agrees to pay before delinquency, all
taxes and assessments (real and personal) levied against Tenant's business
operations or any personal property, improvements, alterations, trade fixtures
or merchandise placed by Tenant in or about the Premises.

13.  ALTERATIONS.  Tenant shall not make any alterations to the Premises or any
other aspect of the Project, without Landlord's prior written consent, which
consent Landlord may withhold in its reasonable but subjective discretion. All
permitted alterations must be performed in compliance with Landlord's standard
rules and regulations regarding alterations. All alterations will become the
property of Landlord and will remain upon and be surrendered with the Premises
at the end of Term of this Lease; provided, however, Landlord may require Tenant
to remove any or all alterations at the end of the Term of this Lease. If Tenant
fails to remove by the expiration or earlier termination of this Lease all of
its personal property, or any alterations identified by Landlord for removal,
Landlord may, at its option, treat such failure as a hold-over pursuant to
Subparagraph 11(b) above, and/or Landlord may (without liability to Tenant for
loss thereof) treat such personal property and/or alterations as abandoned and,
at Tenant's sole cost and expense and in addition to Landlord's other rights and
remedies under this Lease, at law or in equity: (a) remove and store such items;
and/or (b) upon ten (10) days' prior notice to Tenant, sell, discard or
otherwise dispose of all or any such items at private or public sale for such
price as Landlord may obtain or by other commercially reasonable means. Tenant
shall be liable for all costs of disposition of Tenant's abandoned property and
Landlord shall have no liability to Tenant with respect to any such abandoned
property. Landlord agrees to apply the proceeds of any sale of any such property
to any amounts due to Landlord under this Lease from Tenant (including
Landlord's attorneys' fees and other costs incurred in the removal, storage
and/or sale of such items), with any remainder to be paid to Tenant.

14.  REPAIRS.

(a) LANDLORD'S OBLIGATIONS. Landlord agrees to repair and maintain the
structural portions of the Building, including the foundations, bearing and
exterior walls (excluding glass), subflooring and roof (excluding skylights),
and the unexposed electrical, plumbing and sewer systems, including those
portions of such systems which are outside the Premises, gutters and
downspouts on the Building and the heating, ventilating and air conditioning
systems which serve the Premises, unless such maintenance and repairs are
caused in part or in whole by the act, neglect or omission of any duty by
Tenant, its agents, servants, employees or invitees, in which case Tenant will
pay to Landlord, as additional rent, the reasonable cost of such maintenance
and repairs. The costs of maintenance and repairs performed by Landlord will be
included in Operating Expenses. Except as provided in this Subparagraph 14(a),
Landlord has no obligation to alter, remodel, improve, repair, decorate or
paint the Premises or any part thereof. Landlord will not be liable for any
failure to make any such repairs or to perform any maintenance unless such
failure shall persist for an unreasonable time after written notice of the need
of such repairs or maintenance is given to Landlord by Tenant. Tenant will not
be entitled to any abatement of rent and Landlord will not have any liability
by reason of any injury to or interference with Tenant's business arising from
the making of any repairs, alterations or improvements in or to any portion of
the Building or the Premises or in or to fixtures, appurtenances and equipment
therein. Tenant waives the right to make repairs at Landlord's expense under
any law, statute, ordinance, rule, regulation, order or ruling (including,
without limitation, to the extent the Premises are located in California, the
provisions of California Civil Code Sections 1941 and 1942 and any successor
statutes or laws of a similar nature).

(b) TENANT'S OBLIGATIONS. Tenant agrees to keep, maintain and preserve the
Premises in a state of condition and repair consistent with the Building and,
when and if needed, at Tenant's sole cost and expense, to make all repairs to
the Premises and every part thereof including, without limitation, all walls,
storefronts, floors, ceilings, interior and exterior doors and windows and
fixtures and interior plumbing. Any such maintenance and repairs will be
performed by Landlord's contractor, or at Landlord's option, by such contractor
or contractors as Tenant may choose from an approved list to be submitted by
Landlord. Tenant agrees to pay all costs and expenses incurred in such
maintenance and repair within seven (7) days after billing by such contractor
or contractors. If Tenant refuses or neglects to repair and maintain the
Premises properly as required hereunder to the reasonable satisfaction of
Landlord, Landlord, at any time following ten (10) days from the date on which
Landlord makes a written demand on Tenant to effect such repair and
maintenance, may enter upon the Premises and make such repairs and/or
maintenance, and upon completion thereof, Tenant agrees to pay to Landlord as
additional rent, Landlord's costs for making such repairs plus an amount not to
exceed ten percent (10%) of such costs for overhead, within ten (10) days of
receipt from Landlord of a written itemized bill therefor. Any amounts not
reimbursed by Tenant within such ten (10) day period will bear interest at the
Interest Rate until paid by Tenant.

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

16.  ENTRY BY LANDLORD. Landlord and its employees and agents will at all
reasonable times have the right to enter the Premises to inspect the same, to
show the Premises to prospective purchasers or tenants, to post notices of
nonresponsibility, and/or to repair the Premises as permitted or required by
this Lease. In exercising such entry rights, Landlord will endeavor to minimize,
as reasonably practicable, the interference with Tenant's business, and will
provide Tenant with reasonable advance notice of any such entry (except in
emergency situations). Landlord will at all times have and retain a key with
which to unlock all doors in the Premises, excluding Tenant's vaults and safes.
Tenant shall not alter any lock or install any new or additional locks or bolts
on any door of the Premises without Landlord's prior written consent and without
providing Landlord with a key to all such locks. Except in the case of the gross
negligence or willful misconduct of Landlord, any entry to the Premises,
obtained by Landlord will not be construed or deemed to be a forcible or
unlawful entry into the Premises, or an eviction of Tenant from the Premises and
Landlord will not be liable to Tenant for any damages or losses resulting from
any such entry.

17.  UTILITIES AND SERVICES. Throughout the Term of this Lease, Tenant shall
pay directly to the utility company providing such service all costs for water,
gas, heat, light, power, sewer, electricity, telephone and other services
metered, chargeable or provided to the Premises. Landlord will not be liable to
Tenant for any failure to furnish any of the foregoing utilities and services
if such failure is caused by all or any of the following: (i) accident,
breakage or repairs; (ii) strikes,


                                      -5-

<PAGE>
lockouts or other labor disturbance or labor dispute of any character, (iii)
governmental regulation, moratorium or other governmental action or inaction;
(iv) inability despite the exercise of reasonable diligence to obtain
electricity, water or fuel; or (v) any other cause beyond Landlord's reasonable
control. In addition, in the event of any stoppage or interruption of services
or utilities, Tenant shall not be entitled to any abatement or reduction or
rent (except as expressly provided in Subparagraphs 20(f) or 21(b) if such
failure results from a damage or taking described therein), no eviction of
Tenant will result from such failure and Tenant will not be relieved from the
performance of any covenant or agreement in this Lease because of such failure.
In the event of any failure, stoppage or interruption thereof, Landlord agrees
to diligently attempt to resume service promptly.

18.  ASSUMPTION OF RISK AND INDEMNIFICATION.

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

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

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

19.  INSURANCE.

(a)  TENANT'S INSURANCE. On or before the earlier to occur of (i) the
Commencement Date, or (ii) the date Tenant commences any work of any type in
the Premises pursuant to this Lease (which may be prior to the Commencement
Date), and continuing throughout the entire Term hereof and any other period of
occupancy, Tenant agrees to keep in full force and effect, at its sole cost and
expense, the insurance specified on Exhibit "F" attached hereto. Landlord
reserves the right to require any other form or forms of insurance as Tenant or
Landlord or any mortgagees of Landlord may reasonably require from time to time
in form, in amounts, and for insurance risks against which, a prudent tenant
would protect itself, but only to the extent coverage for such risks and
amounts are available in the insurance market at commercially acceptable rates.
Landlord makes no representation that the limits of liability required to be
carried by Tenant under the terms of this Lease are adequate to protect
Tenant's interests and Tenant should obtain such additional insurance or
increased liability limits as Tenant deems appropriate.

(b)  SUPPLEMENTAL TENANT INSURANCE REQUIREMENTS. All policies must be in a form
reasonably satisfactory to Landlord and issued by an insurer admitted to do
business in the State. All policies must be issued by insurers with a
policyholder rating of "A" and a financial rating of "X" in the most recent
version of Best's Key Rating Guide. All policies must contain a requirement to
notify Landlord (and Landlord's property manager and any mortgagees or ground
lessors of Landlord who are named as additional insureds, if any) in writing
not less than thirty (30) days prior to any material change, reduction in
coverage, cancellation or other termination thereof. Tenant agrees to deliver
to Landlord, as soon as practicable after placing the required insurance, but
in any event within the time frame specified in Subparagraph 19(a) above,
certificate(s) of insurance and/or if required by Landlord, certified copies of
each policy evidencing the existence of such insurance and Tenant's compliance
with the provisions of this Paragraph 19. Tenant agrees to cause replacement
policies or certificates to be delivered to Landlord not less than thirty (30)
days prior to the expiration of any such policy or policies. If any such
initial or replacement policies or certificates are not furnished within the
time(s) specified herein, Landlord will have the right, but not the obligation,
to obtain such insurance as Landlord deems necessary to protect Landlord's
interests at Tenant's expense. Tenant's insurance under Subparagraph 19(a)(iii)
and (iv) must name Landlord and Landlord's property manager (and at Landlord's
request, Landlord's mortgagees and ground lessors of which Tenant has been
informed in writing) as additional insureds and must also contain a provision
that the insurance afforded by such policy is primary insurance and any
insurance carried by Landlord and Landlord's property manager or Landlord's
mortgagees or ground lessors, if any, will be excess over and non-contributing
with Tenant's insurance.

(c)  WAIVER OF SUBROGATION. Tenant's property insurance shall contain a clause
whereby the insurer waives all rights of recovery by way of subrogation against
Landlord. Tenant shall also obtain and furnish evidence to Landlord of the
waiver by Tenant's worker's compensation insurance carrier of all rights of
recovery by way of subrogation against Landlord.


                                      -6-
<PAGE>
20.  DAMAGE OR DESTRUCTION.

(a)  PARTIAL DESTRUCTION. If the Premises or the Building are damaged by fire or
other casualty to an extent not exceeding twenty-five (25%) of the full
replacement cost thereof, and Landlord's contractor reasonably estimates in a
writing delivered to Landlord and Tenant that the damage thereto may be
repaired, reconstructed or restored to substantially its condition immediately
prior to such damage within one hundred eighty (180) days from the date of such
casualty, and Landlord will receive insurance proceeds sufficient to cover the
costs of such repairs, reconstruction and restoration (including proceeds from
Tenant and/or Tenant's insurance which Tenant is required to deliver to Landlord
pursuant to Subparagraph 20(d) below to cover Tenant's obligation for the costs
of repair, reconstruction and restoration of any portion of the tenant
improvements and any alterations for which Tenant is responsible under this
Lease), then Landlord agrees to commence and proceed diligently with the work
of repair, reconstruction and restoration and this Lease will continue in full
force and effect.

(b)  SUBSTANTIAL DESTRUCTION. Any damage or destruction to the Premises or the
Building which Landlord is not obligated to repair pursuant to Subparagraph
20(a) above will be deemed a substantial destruction. In the event of a
substantial destruction, Landlord may elect to either: (i) repair, reconstruct
and restore the portion of the Building or the Premises damaged by such
casualty, in which case this Lease will continue in full force and effect,
subject to Tenant's termination right contained in Subparagraph 20(c) below; or
(ii) terminate this Lease effective as of the date which is thirty (30) days
after Tenant's receipt of Landlord's election to so terminate.

(c)  TERMINATION RIGHTS. If Landlord elects to repair, reconstruct and restore
pursuant to Subparagraph 20(b)(i) hereinabove, and if Landlord's contractor
estimates that as a result of such damage, Tenant cannot be given reasonable use
of and access to the Premises within two hundred forty (240) days after the date
of such damage, then either Landlord or Tenant may terminate this Lease
effective upon delivery of written notice to the other within ten (10) days
after Landlord delivers notice to Tenant of its election to so repair,
reconstruct or restore; provided, however, Tenant shall have no right to
terminate this Lease if Landlord can relocate Tenant to other comparable
Premises in the Building or the Project within one hundred eighty (180) days
after the date of such damage.

(d)  TENANT'S COSTS AND INSURANCE PROCEEDS. In the event of any damage or
destruction of all or any part of the Premises, Tenant agrees to immediately (i)
notify Landlord thereof, and (ii) deliver to Landlord all property insurance
proceeds received by Tenant with respect to any tenant improvements installed by
or at the cost of Tenant and any alterations, but excluding proceeds for
Tenant's furniture, fixtures, equipment and other personal property, whether or
not this Lease is terminated as permitted in this Paragraph 20, and Tenant
hereby assigns to Landlord all rights to receive such insurance proceeds. If for
any reason (including Tenant's failure to obtain required insurance), Tenant
fails to receive insurance proceeds covering the full replacement cost of any
tenant improvements and any alterations which are damaged, Tenant will be deemed
to have self-insured the replacement cost of such items, and upon any damage or
destruction thereto, Tenant agrees to immediately pay to Landlord the full
replacement cost of such items, less any insurance proceeds actually received by
Landlord from Landlord's or Tenant's insurance with respect to such items.

(e)  ABATEMENT OF RENT. In the event of any damage, repair, reconstruction
and/or restoration described in this Paragraph 20, rent will be abated or
reduced, as the case may be, from the date of such casualty in proportion to the
degree to which Tenant's use of the Premises is impaired during such period of
repair until such use is restored. Except for abatement of rent as provided
hereinabove, Tenant will not be entitled to any compensation or damages for loss
of, or interference with, Tenant's business or use or access of all or any part
of the Premises or for lost profits or any other consequential damages of any
kind or nature, which result from any such damage, repair, reconstruction or
restoration.

(f)  DAMAGE NEAR END OF TERM. Landlord and Tenant shall each have the right to
terminate this Lease if any damage to the Premises or the Building occurs during
the last twelve (12) months of the Term of this Lease where Landlord's
contractor estimates in a writing delivered to Landlord and Tenant that the
repair, reconstruction or restoration of such damage cannot be completed within
sixty (60) days after the date of such casualty. If either party desires to
terminate this Lease under this Subparagraph (f), it shall provide written
notice to the other party of such election within ten (10) days after receipt of
Landlord's contractor's repair estimates.

(g)  WAIVER OF TERMINATION RIGHT. Landlord and Tenant agree that the foregoing
provisions of this Paragraph 20 are to govern their respective rights and
obligations in the event of any damage or destruction and supersede and are in
lieu of the provisions of any applicable law, statute, ordinance, rule,
regulation, order or ruling now or hereafter in force which provide remedies for
damage or destruction of leased premises (including, without limitation, to the
extent the Premises are located in California, the provisions of California
Civil Code Section 1932, Subsection 2, and Section 1933, Subsection 4 and any
successor statute or laws of a similar nature).

21.  EMINENT DOMAIN.

(a)  SUBSTANTIAL TAKING. If the whole of the Premises, or such part thereof as
shall substantially interfere with Tenant's use and occupancy of the Premises,
as contemplated by this Lease, is taken for any public or quasi-public purpose
by any lawful power or authority by exercise of the right of appropriation,
condemnation or eminent domain, or sold to prevent such taking, either party
will have the right to terminate this Lease effective as of the date possession
is required to be surrendered to such authority.

(b)  PARTIAL TAKING; ABATEMENT OF RENT. In the event of a taking of a portion of
the Premises which does not substantially interfere with Tenant's use and
occupancy of the Premises including any temporary taking of ninety (90) days or
less, then neither party will have the right to terminate this Lease and
Landlord will thereafter proceed to make a functional unit of the remaining
portion of the Premises (but only to the extent Landlord receives proceeds
therefor from the condemning authority), and rent will be abated with respect to
the part of the Premises which Tenant is deprived of on account of such taking.
Notwithstanding the immediately preceding sentence to the contrary, if any part
of the Building or the Project is taken (whether or not such taking
substantially interferes with Tenant's use of the Premises), Landlord may
terminate this Lease upon thirty (30) days' prior written notice to Tenant if
Landlord also terminates the leases of the other tenants of the Building which
are leasing comparably sized space for comparable lease terms.

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

                                      -7-
<PAGE>

22.   DEFAULTS AND REMEDIES.

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

(i)   The abandonment or vacation of the Premises by Tenant.

(ii)  The failure by Tenant to make any payment of rent or additional rent or
any other payment required to be made by Tenant hereunder, as and when due,
where such failure continues for a period of three (3) days after written
notice thereof from Landlord to Tenant; provided, however, that any such notice
will be in lieu of, and not in addition to, any notice required under
applicable law (including, without limitation, to the extent the Premises are
located in California, the provisions of California Code of Civil Procedure
Section 1161 regarding unlawful detainer actions or any successor statute or
law of a similar nature).

(iii) The failure by Tenant to observe or perform any of the express or implied
covenants or provisions of this Lease to be observed or performed by Tenant,
other than as specified in Subparagraph 22(a)(i) or (ii) above, where such
failure continues for a period of five (5) days after written notice thereof
from Landlord to Tenant. The provisions of any such notice will be in lieu of,
and not in addition to, any notice required under applicable law (including,
without limitation, to the extent the Premises are located in California,
California Code of Civil Procedure Section 1161 regarding unlawful detainer
actions and any successor statute or similar law). If the nature of Tenant's
default is such that more than five (5) days are reasonably required for its
cure, then Tenant will not be deemed to be in default if Tenant, with
Landlord's concurrence, commences such cure within such five (5) day period and
thereafter diligently prosecutes such cure to completion.

(iv)  (A)  The making by Tenant of any general assignment for the benefit of
creditors; (B) the filing by or against Tenant of a petition to have Tenant
adjudged a bankrupt or a petition for reorganization or arrangement under any
law relating to bankruptcy (unless, in the case of a petition filed against
Tenant, the same is dismissed within sixty (60) days); (C) the appointment of a
trustee or receiver to take possession of substantially all of Tenant's assets
located at the Premises or of Tenant's interest in this Lease, where possession
is not restored to Tenant within thirty (30) days; or (D) the attachment,
execution or other judicial seizure of substantially all of Tenant's assets
located at the Premises or of Tenant's interest in this Lease where such
seizure is not discharged within thirty (30) days.

(b)   LANDLORD'S REMEDIES; TERMINATION.  In the event of any default by Tenant,
in addition to any other remedies available to Landlord at law or in equity
under applicable law (including, without limitation, to the extent the Premises
are located in California, the remedies of Civil Code Section 1951.4 and any
successor statute or similar law). Landlord will have the immediate right and
option to terminate this Lease and all rights of Tenant hereunder. If Landlord
elects to terminate this Lease then, to the extent permitted under applicable
law, Landlord may recover from Tenant: (i) the worth at the time of award of any
unpaid rent which had been earned at the time of such termination; plus (ii) the
worth at the time of award of the amount by which the unpaid rent which would
have been earned after termination until the time of award exceeds the amount of
such rent loss that Tenant proves could have been reasonably avoided; plus (iii)
the worth at the time of award of the amount by which the unpaid rent for the
balance of the Term after the time of award exceeds the amount of such rent loss
that Tenant proves could be reasonably avoided; plus (iv) any other amount
necessary to compensate Landlord for all the detriment proximately caused by
Tenant's failure to perform its obligations under this Lease or which, in the
ordinary course of things, results therefrom including, but not limited to:
attorneys' fees and costs; brokers' commissions; the costs of refurbishment,
alterations, renovation and repair of the Premises, and removal (including the
repair of any damage caused by such removal) and storage (or disposal) of
Tenant's personal property, equipment, fixtures, alterations, the tenant
improvements and any other items which Tenant is required under this Lease to
remove but does not remove, as well as the unamortized value of any free rent,
reduced rent, free parking, reduced rate parking and any tenant improvement
allowance or other costs or economic concessions provided, paid, granted or
incurred by Landlord pursuant to this Lease. As used in Subparagraphs 22(b)(i)
and (ii) above, the "worth at the time of award" is computed by allowing
interest at the Interest Rate. As used in Subparagraph 22(b)(iii) above, the
"worth at the time of award" is computed by discounting such amount at the
discount rate of the Federal Reserve Bank of San Francisco at the time of award
plus one percent (1%).

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

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

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

(f)  LATE PAYMENT. If Tenant fails to pay any installment of rent when due or
if Tenant fails to make any other payment for which Tenant is obligated under
this Lease when due, such late amount will accrue interest at the Interest Rate
until such amount is paid by Tenant to Landlord. In addition, Tenant agrees to
pay to Landlord concurrently with such late payment amount, as additional rent,
a late charge equal to ten percent (10%) of the amount due to compensate
Landlord for the extra costs Landlord will incur as a result of such late
payment. Landlord and Tenant agree that such late charge represents a fair


                                      -8-
<PAGE>

and reasonable estimate of the costs that Landlord will incur by reason of any
such late payment. Acceptance of any such interest and late charge will not
constitute a waiver of the Tenant's default with respect to the overdue amount,
or prevent Landlord from exercising any of the other rights and remedies
available to Landlord. If Tenant incurs a late charge more than three
(3) times in any period of twelve (12) months during the Lease Term, then,
notwithstanding that Tenant cures the late payments for which such late
charges are imposed, Landlord will have the right to require Tenant thereafter
to pay all installments of Monthly Base Rent quarterly in advance in the form
of a cashier's check throughout the remainder of the Lease Term. Any payments
of any kind returned for insufficient funds will be subject to an additional
handling charge of $25.00, and thereafter, Landlord may require Tenant to pay
all future payments of rent or other sums due by money order or cashier's check.

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

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

24.  ASSIGNMENT AND SUBLETTING.

(a)  RESTRICTION ON TRANSFER.  Except as expressly provided in this
Paragraph 24, Tenant will not, either voluntarily or by operation of law,
assign or encumber this Lease or any interest herein or sublet the Premises or
any part thereof, or permit the use or occupancy of the Premises by any party
other than Tenant (any such assignment, encumbrance, sublease or the like will
sometimes be referred to as a "Transfer"), without the prior written consent of
Landlord, which consent Landlord will not unreasonably withhold. For purposes
of this Paragraph 24, if Tenant is a corporation, partnership or other entity,
any transfer, assignment, encumbrance or hypothecation of fifty percent (50%)
or more (individually or in the aggregate) of any stock or other ownership
interest in such entity, and/or any transfer, assignment, hypothecation or
encumbrance of any controlling ownership or voting interest in such entity,
will be deemed a Transfer and will be subject to all of the restrictions and
provisions contained in this Paragraph 24; provided, however, this provision
will not apply to public corporations, the stock of which is traded through a
public stock exchange or over the counter system.

(b)  TRANSFER NOTICE.  If Tenant desires to effect a Transfer, then at least
thirty (30) days prior to the date when Tenant desires the Transfer to be
effective (the "Transfer Date"), Tenant agrees to give Landlord a notice (the
"Transfer Notice"), stating the name, address and business of the proposed
assignee, sublessee or other transferee (sometimes referred to hereinafter as
"Transferee"), reasonable information (including references) concerning the
character, ownership, and financial condition of the proposed Transferee, the
Transfer Date, any ownership or commercial relationship between Tenant and the
proposed Transferee, and the consideration and all other material terms and
conditions of the proposed Transfer, all in such detail as Landlord may
reasonably require.

(c)  LANDLORD'S OPTIONS.  Within fifteen (15) days of Landlord's receipt of
any Transfer Notice, and any additional information requested by Landlord
concerning the proposed Transferee's financial responsibility, Landlord will
notify Tenant of its election to do one of the following: (i) consent to the
proposed Transfer subject to such reasonable conditions as Landlord may impose
in providing such consent; (ii) refuse such consent, which refusal shall be on
reasonable grounds; or (iii) terminate this Lease as to all or such portion of
the Premises which is proposed to be sublet or assigned and recapture all or
such portion of the Premises for reletting by Landlord.

(d)  ADDITIONAL CONDITIONS.  A condition to Landlord's consent to any Transfer
of this Lease will be the delivery to Landlord of a true copy of the fully
executed instrument of assignment, sublease, transfer or hypothecation, in form
and substance reasonably satisfactory to Landlord. Tenant agrees to pay to
Landlord, as additional rent, all sums and other consideration payable to and
for the benefit of Tenant by the assignee or sublessee in excess of the rent
payable under this Lease for the same period and portion of the Premises. In
calculating excess rent or other consideration which may be payable to Landlord
under this paragraph, Tenant will be entitled to deduct commercially reasonable
third party brokerage commissions and attorneys' fees and other amounts
reasonably and actually expended by Tenant in connection with such assignment or
subletting if acceptable written evidence of such expenditures is provided to
Landlord. No Transfer will release Tenant of Tenant's obligations under this
Lease or alter the primary liability of Tenant to pay the rent and to perform
all other obligations to be performed by Tenant hereunder. Landlord may require
that any Transferee remit directly to Landlord on a monthly basis, all monies
due Tenant by said Transferee. Consent by Landlord to one Transfer will not be
deemed consent to any subsequent Transfer. In the event of default by any
Transferee of Tenant or any successor of Tenant in the performance of any of the
terms hereof, Landlord may proceed directly against Tenant without the necessity
of exhausting remedies against such Transferee or successor. If Tenant effects a
Transfer or requests the consent of Landlord to any Transfer (whether or not
such Transfer is consummated), then, upon demand, Tenant agrees to pay Landlord
a non-refundable administrative fee of not less than One Hundred Dollars
($100.00) and not more than Five Hundred Dollars ($500.00), plus Landlord's
reasonable attorneys' fees.

25.  SUBORDINATION.  Without the necessity of any additional document being
executed by Tenant for the purpose of effecting a subordination, and at the
election of Landlord or any mortgagee or beneficiary with a deed of trust
encumbering the Building and/or the Project, or any lessor of a ground or
underlying lease with respect to the Building, this Lease will be subject and
subordinate at all times to: (i) all ground leases or underlying leases which
may now exist or hereafter be executed affecting the Building; and (ii) the
lien of any mortgage or deed of trust which may now exist or hereafter be
executed for which the Building, the Project or any leases thereof, or
Landlord's interest and estate in any of said items, is specified as security.
Notwithstanding the foregoing, Landlord reserves the right to subordinate any
such ground leases or underlying leases or any such liens to this Lease. If any
such ground lease or underlying lease terminates for any reason or any such
mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure
is made for any reason, at the election of Landlord's successor in interest,
Tenant agrees to attorn to and become the tenant of such successor in which
event Tenant's right to possession of the Premises will not be disturbed as
long as Tenant is not in default under this Lease. Tenant hereby waives its
rights under any law which gives or purports to give Tenant any right to
terminate or otherwise adversely affect this Lease and the obligations of
Tenant hereunder in the event of any such foreclosure proceeding or sale.
Tenant covenants and agrees to execute and deliver, upon demand by Landlord and
in the form reasonably required by Landlord, any additional documents
evidencing the priority or subordination of this Lease and Tenant's attornment
agreement with respect to any such ground lease or underlying leases or the
lien of any such mortgage or deed of trust. If Tenant fails to sign and return
any such documents within ten (10) days of receipt, Tenant will be in default
hereunder.

                                      -9-
<PAGE>
26. ESTOPPEL CERTIFICATE. Within ten (10) days following any written request
which Landlord may make from time to time, Tenant agrees to execute and deliver
to Landlord an estoppel certificate, in Landlord's standard form or as may
reasonably be required by Landlord's lender. Landlord and Tenant intend that any
statement delivered pursuant to this Paragraph 26 may be relied upon by any
mortgagee, beneficiary, purchaser or prospective purchaser of the Building or
any interest therein. Tenant's failure to deliver such statement within such
time will be conclusive upon Tenant (i) that this Lease is in full force and
effect, without modification except as may be represented by Landlord, (ii) that
there are no uncured defaults in Landlord's performance, and (iii) that not more
than one (1) month's rent has been paid in advance. Without limiting the
foregoing, if Tenant fails to deliver any such statement within such ten (10)
day period, Landlord may deliver to Tenant an additional request for such
statement and Tenant's failure to deliver such statement to Landlord within ten
(10) days after delivery of such additional request will constitute a default
under this Lease. Tenant agrees to indemnify and protect Landlord from and
against any and all claims, damages, losses, liabilities and expenses (including
attorneys' fees and costs) attributable to any failure by Tenant to timely
deliver any such estoppel certificate to Landlord as required by this Paragraph
26.

27. BUILDING PLANNING. If Landlord requires the Premises for use in
conjunction with another suite or for other reasons connected with the planning
program for the Building or the Project, Landlord will have the right, upon
sixty (60) days' prior written notice to Tenant, to move Tenant to other space
in the Building of substantially similar size as the Premises, and with tenant
improvements of substantially similar age, quality and layout as then existing
in the Premises. Any such relocation will be at Landlord's cost and expense,
including the cost of providing such substantially similar tenant improvements
(but not any furniture or personal property) and Tenant's reasonable moving,
telephone installation and stationary reprinting costs. If Landlord so
relocates Tenant, the terms and conditions of this Lease will remain in full
force and effect and apply to the new space, except that (a) a revised Exhibit
"A" will become part of this Lease and will reflect the location of the new
space, (b) Paragraph 1 of this Lease will be amended to include and state all
correct data as to the new space, (c) the new space will thereafter be deemed
to be the "Premises", and (d) all economic terms and conditions (e.g. rent,
total Operating Expense Allowance, etc.) will be adjusted on a per square foot
basis based on the total number of rentable square feet of area contained in
the new space. Landlord and Tenant agree to cooperate fully with one another in
order to minimize the inconvenience to Tenant resulting from any such
relocation.

28. RULES AND REGULATIONS. Tenant agrees to faithfully observe and comply with
the "Rules and Regulations," a copy of which is attached hereto and
incorporated herein by this reference as Exhibit "E", and all reasonable and
nondiscriminatory modifications thereof and additions thereto from time to time
put into effect by Landlord. Landlord will not be responsible to Tenant for the
violation or non-performance by any other tenant or occupant of the Building of
any of the Rules and Regulations.

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

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

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

32. PARKING. So long as this Lease is in effect and provided Tenant is not in
default hereunder, Landlord grants to Tenant, Tenant's visitors and guests a
non-exclusive license to use the parking areas which serve the Building subject
to the terms and conditions of this Paragraph 32 and the Rules and Regulations
regarding parking contained in Exhibit "E" attached hereto. Tenant will not use
or allow any of Tenant's employees or guests to use any parking spaces which
have been specifically assigned by Landlord to other tenants or occupants or
for other uses such as visitor parking or which have been designated by any
governmental entity as being restricted to certain uses. Landlord may assign
any unreserved and unassigned parking spaces and/or make all or any portion of
such spaces reserved, if Landlord reasonably determines that it is necessary
for orderly and efficient parking or for any other reasonable reason. Tenant
agrees to cause its employees, subtenants, assignees, contractors, suppliers,
customers and invitees to comply with the Rules and Regulations. Landlord
reserves the right from time to time to modify and/or adopt such other
reasonable and non-discriminatory rules and regulations for the parking
facilities as it deems reasonably necessary for the operation of the parking
facilities.

33. FORCE MAJEURE. If either Landlord or Tenant is delayed, hindered in or
prevented from the performance of any act required under this Lease by reason
of strikes, lock-outs, labor troubles, inability to procure standard materials,
failure of power, restrictive governmental laws, regulations or orders or
governmental action or inaction (including failure, refusal or delay in issuing
permits, approvals and/or authorizations which is not the result of the action
or inaction of the party claiming

                                      -10-


<PAGE>
such delay), riots, civil unrest or insurrection, war, fire, earthquake, flood
or other natural disaster, unusual and unforeseeable delay which results from
an interruption of any public utilities (e.g., electricity, gas, water,
telephone) or other unusual and unforeseeable delay not within the reasonable
control of the party delayed in performing work or doing acts required under
the provisions of this Lease, then performance of such act will be excused for
the period of the delay and the period for the performance of any such act will
be extended for a period equivalent to the period of such delay. The provisions
of this Paragraph 33 will not operate to excuse Tenant from prompt payment of
rent or any other payments required under the provisions of this Lease.

34.  SIGNS.  Landlord will designate the location on the Premises, if any, for
one or more Tenant identification sign(s). Tenant has no right to install
Tenant identification signs in any other location in, on or about the Premises
or the Project and will not display or erect any other signs, displays or other
advertising materials that are visible from the exterior of the Building or
from within the Building in any interior or exterior common areas. The size,
design, color and other physical aspects of any and all permitted sign(s) will
be subject to (i) Landlord's written approval prior to installation, which
approval may be withheld in Landlord's discretion, (ii) any covenants,
conditions or restrictions and sign criteria governing the Project, and (iii)
any applicable municipal or governmental permits and approvals. Tenant will be
solely responsible for all costs for installation, maintenance, repair and
removal of any Tenant identification sign(s). If Tenant fails to remove
Tenant's sign(s) upon termination of this Lease and repair any damage caused by
such removal, Landlord may do so at Tenant's sole cost and expense. Tenant
agrees to reimburse Landlord for all costs incurred by Landlord to effect any
installation, maintenance or removal on Tenant's account, which amount will be
deemed additional rent, and may include, without limitation, all sums
disbursed, incurred or deposited by Landlord including Landlord's costs,
expenses and actual attorneys' fees with interest thereon at the Interest Rate
from the date of Landlord's demand until paid by Tenant. Any sign rights
granted to Tenant under this Lease are personal to Tenant and may not be
assigned, transferred or otherwise conveyed to any assignee or subtenant of
Tenant without Landlord's prior written consent, which consent Landlord may
withhold in its sole and absolute discretion.

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

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

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

38.  MISCELLANEOUS.

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

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

(c) PROFESSIONAL FEES AND COSTS.  If either Landlord or Tenant should bring suit
against the other with respect to this Lease, then all costs and expenses,
including without limitation, actual professional fees and costs such as
appraisers', accountants' and attorneys' fees and costs, incurred by the party
which prevails in such action, whether by final judgment or out of court
settlement, shall be paid by the other party, which obligation on the part of
the other party shall be deemed to have accrued on the date of the commencement
of such action and shall be enforceable whether or not the action is prosecuted
to judgment. As used herein, attorneys' fees and costs shall include, without
limitation, attorneys' fees, costs and expenses incurred in connection with any
(i) postjudgment motions; (ii) contempt proceedings; (iii) garnishment, levy and
debtor and third party examination; (iv) discovery; and (v) bankruptcy
litigation. Tenant agrees to pay all collection agency fees and attorneys' fees
charged to Landlord in connection with any late payment or non-payment of rent
or any other amounts due under this Lease including, without limitation, a fee
of $75.00 for the preparation of any demand for delinquent rent or any notice to
pay rent or quit.

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

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

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

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


                                      -11-
<PAGE>

(h)  RECORDING.  Neither Landlord nor Tenant shall record this Lease nor a
short form memorandum thereof without the consent of the other.

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

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

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

39.  EXECUTION OF LEASE.

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

(b)  TENANT AS CORPORATION OR PARTNERSHIP.  If Tenant executes this Lease as a
corporation or partnership, then Tenant and the persons executing this Lease on
behalf of Tenant represent and warrant that such entity is duly qualified and
in good standing to do business in California and that the individuals
executing this Lease on Tenant's behalf are duly authorized to execute and
deliver this Lease on its behalf, and in the case of a corporation, in
accordance with a duly adopted resolution of the board of directors of Tenant,
a copy of which is to be delivered to Landlord on execution hereof, if
requested by Landlord, and in accordance with the by-laws of Tenant, and, in
the case of a partnership, in accordance with the partnership agreement and the
most current amendments thereto, if any, copies of which are to be delivered to
Landlord on execution hereof, if requested by Landlord, and that this Lease is
binding upon Tenant in accordance with its terms.

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

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


TENANT:                                      LANDLORD:

Genomic Solutions Inc.                       Airport Industrial Complex,
                                             a California Limited Partnership

                                             By:  Koll Management Services, Inc.
                                                  A Delaware Corporation
                                                  As Owner's Authorized Agent


By: /s/ Thomas C. Tisone                          By: /s/ Margaret Warren
    -------------------------                         --------------------------
    Name: Thomas C. Tisone                            Name: Margaret Warren, CPM
    Title: Ex. V.P., Director                         Title: Director


                                      -12-

<PAGE>

                          ADDITIONAL LEASE PROVISIONS


17.(A)    UTILITIES AND SERVICES:  The electricity for the Premises is
currently in Landlord's name. Tenant agrees to contact Southern California
Edison at (800) 990-7788 within ten (10) days from the date Tenant takes
possession of the Premises and have the bill for electricity put into Tenant's
name.

Tenant shall reimburse Landlord for any interim charges actually billed to
Landlord for electricity from the date Tenant takes possession of the Premises
until the date the bill is put into Tenant's name.

In the event Tenant fails to put the bill for electricity in Tenant's name
within ten (10) days from the date Tenant takes possession of the Premises,
Landlord shall have the right to contact Southern California Edison on the
eleventh (11th) day after Tenant takes possession of the Premises and have the
electricity for the Premises turned off.

Tenant hereby acknowledges that Tenant has the absolute responsibility to
contact Southern California Edison and have electrical service put into
Tenant's name. In the event Tenant fails to put the bill for electrical service
into Tenant's name as required hereinabove and Landlord has electrical service
turned off, Tenant understands that there will be no electrical service to the
Premises. In such event, Tenant releases and holds Landlord harmless from any
claims, demands, liabilities, damages, expenses, actions and causes of action
based on, arising out of, or related thereto.

Tenant waives the right to additional notice of any kind of Landlord and/or
Southern California Edison and specifically waives any rights or remedies
provided by Civil Code Section 789.3.


                                             Landlord  MW
                                                     ---------------------
                                             Tenant    TCT
                                                     ---------------------

<PAGE>

                              ADDITIONAL SECTIONS


40.  TELECOMMUNICATIONS LINES:  Tenant acknowledges and understands that the
complex within which the Premises are located has a limited number of existing
telephone lines for use by Tenants. As a result, there is a limited capacity
for telephone, facsimile, computer and other connections.

Tenant shall have the right to utilize six (6) existing telephone lines in
connection with its lease of the Premises. If Tenant needs additional lines,
then it shall be Tenant's sole responsibility to contact the appropriate
telephone company and contract to have additional line(s) brought to the
Premises and connected to Tenant's telecommunications equipment.

In such event, Tenant must obtain prior written approval for the installation of
all such additional lines from the management office. All work required in
connection with the installation of such additional lines shall be done by
licensed contractors that have been pre-approved in writing by the management
office.

Tenant shall be solely responsible for any and all costs connected with the
installation, maintenance and repair of any such additional telephone lines. In
addition, Tenant shall be solely responsible for any monthly charge incurred
relative to such additional telephone lines.

Once additional lines have been installed and connected to the Premises, such
additional lines become the property of Landlord. In the event Tenant vacates
the Premises or relocates or expands within the complex, Tenant shall
discontinue service to such additional lines but may NOT have the lines
removed, re-routed or redirected for Tenant's use.


                                             INITIAL
                                             LANDLORD  MW
                                                     ---------------------
                                             TENANT    TCT
                                                     ---------------------