<PAGE>

                                                                 Exhibit 10.33
                        SECOND AMENDMENT TO LEASE AGREEMENT

This Second Amendment to  Lease Agreement (the "Second  Amendment") is made  
and entered into as of August 9, 1996,  by and between AETNA LIFE INSURANCE 
COMPANY, A  CONNECTICUT CORPORATION  ("LANDLORD"), AND  PREMISYS 
COMMUNICATIONS,  INC., A DELAWARE CORPORATION ("TENANT"), with reference to 
the following facts:

                                     RECITALS

WHEREAS,  Landlord  and Premisys  Communications  Holdings,  Inc., a  
California corporation ("Premisys Communications Holdings")  have entered 
into that certain Lease Agreement  dated October 4, 1993 (the "Lease"), for 
the leasing of certain premises located at 48664 Milmont Drive, Fremont, 
California (the "Premises") as such Premises are more fully described in the 
Lease;

WHEREAS, Premisys Communications Holdings has assigned its interest in the 
Lease to   Premisys   Communications,   Inc.,  a   Delaware   corporation   
("Premisys Communications"); and

WHEREAS, Landlord and Tenant have agreed to extend the Lease Term subject to 
the term and conditions set forth in this Second Amendment.

NOW,  THEREFORE, in consideration of the mutual promises and covenants 
contained herein, and other good  and valuable consideration, the receipt  
and sufficiency of which are hereby acknowledged, the parties agree as 
follows:

     1.   TERM:  The  Term of  the  Lease  commenced on  April  1,  1994 and  is
scheduled to expire on May 31,  1999.  Upon execution of this  Second Amendment,
the  Term of  the Lease  shall  be extended  for an  additional sixty-five  (65)
months, therefore,  the lease expiration date shall be amended from May 31, 1999
to October 31, 2004.

     2.   BASE RENT:  The monthly Base Rent payable by Tenant shall be set 
forth below commencing and effective June 1, 1999:

      Monthly Periods       Monthly Rate   Monthly Base Rent
      ---------------       ------------   -----------------
      6/l/1999 - 5/31/2000     $0.81           $35,519.31
      6/l/2000 - 5/31/2001     $0.84           $36,834.84
      6/l/2001 - 5/31/2002     $0.875          $38,369.63
      6/l/2002 - 5/31/2003     $0.91           $39,904.41
      6/l/2003 - 10/31/2004    $0.945          $41,439.20

     3.   TENANT IMPROVEMENTS BY TENANT: Tenant  shall construct and install 
the improvements  ("Tenant  Improvements")  in  the  Premises  as described  
and  in accordance with  the terms, conditions, criteria and provisions set 
forth in the Final Plans  and Specifications  as prepared  by  Tenant's 
architect,  Banuazizi Associates Architects, and dated August 2, 1996.

     4.   OPTION TO EXTEND THE  LEASE: The parties hereby acknowledge  and 
agree that Tenant did not  exercise the Option To Extend The  Lease in 
accordance with the terms and conditions  set forth in Addendum I of the  
Lease dated October 4, 1993 (the "First Option To Extend").  The parties 
further agree that this option is of no further force  and effect, and the  
following option shall replace  the First Option To Extend: Landlord shall 
grant Tenant one (1) five (5) year option to  extend the  Lease (the  "Option 
to Extend")  as  set forth  in Addendum  1, attached and incorporated herein 
by this reference.


     5.   HVAC  REPAIRS:   Tenant  has acknowledged  to  Landlord that  they 
are experiencing  pressure  differentials  along   with  warm  and  cold  
variations throughout the Premises.   Effective  upon execution of  this 
Second  Amendment, Landlord agrees  to hire an HVAC engineering company to 
investigate the existing HVAC zoning of the  Premises.  This investigation  
and any necessary  corrective work  as  a result  of  said investigation  
shall  be at  Landlord's  sole cost, provided the cost does not exceed the 
amount of five thousand and 00/100 dollars ($5,000.00). Any cost in excess of 
five thousand and 00/100 dollars ($5,000.00), and any corrective  work as a  
result of modifications made  to the Premises  by Tenant shall be at Tenant's 
sole cost.

<PAGE>

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

     7.   DEFINITIONS:  Unless otherwise defined   in this Second Amendment, all
terms not defined in this Second   Amendment shall have the meaning set forth in
the Lease.

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

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

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


TENANT:

Premisys Communications, Inc.,
a Delaware corporation

By:       /S/ Riley Willcox 
      --------------------------------------

Printed Name:   Riley R. Willcox        
                ----------------------------
Title:    Chief Financial Officer       
          ----------------------------------
Date:          8/21/96             
          ----------------------------------

LANDLORD:

AETNA LIFE INSURANCE COMPANY,
a Connecticut corporation

By:  Lincoln Property Company Management Services, Inc.,
     As Manager and Agent for Owner

     By:       /S/ Barry DiRaimondo
          ----------------------------------
               Vice President

     Date:            9/17/96        
           ---------------------------------

                                       2
<PAGE>

                                    EXHIBIT A
                               TENANT IMPROVEMENTS
                                    PAGE 1 OF 3

     This  exhibit,  entitled "Tenant  Improvements",  is  and shall  
constitute Exhibit A to  the Lease Agreement,  dated as of the  Lease Date, 
by  and between Landlord and Tenant for the Premises.  The terms and 
conditions  of this Exhibit A  are hereby incorporated into  and are made a 
part  of the Lease.  Capitalized terms  used, but  not otherwise  defined, in 
this Exhibit  A have  the meanings ascribed to such terms in the Lease.

     1.   TENANT  TO  CONSTRUCT TENANT  IMPROVEMENTS.   Tenant  shall  be 
solely responsible for the planning, construction and completion of the 
interior tenant improvements  ("Tenant Improvements")  to the  Premises in  
accordance with  the terms and conditions of this Exhibit A.

     2.   DEFINITION.    "Tenant  Improvements" as  used in  the Lease  and 
this Exhibit A shall include only those improvements within  the interior 
portions of the Premises which are depicted on the Final Plans and 
Specifications (hereafter defined in Paragraph  3 (b))  or described 
hereinbelow.   "Tenant  Improvements" shall specifically not include Tenant's 
personal property of trade fixtures.

          The Tenant Improvements may include:

          a.   Partitioning,  doors, floor  coverings, finishes,  ceilings, wall
     coverings and painting, millwork and similar items.

          b.   Electrical wiring, lighting  fixtures, outlets and switches,  and
     other electrical work.

          c.   Duct work, terminal boxes,  defusers and accessories required for
     the completion  of the  heating, ventilation  and air  conditioning systems
     serving  the Premises,  including the  cost of  meter and  key control  for
     after-hour air conditioning.

          d.   All  fire and  life safety  control systems  such as  fire walls,
     sprinklers, halon,  fire alarms,  including piping, wiring  and accessories
     installed within the Building and serving the Premises.

          e.   All plumbing,  fixtures, pipes,  and accessories to  be installed
     within the Building and serving the Premises.

     3.   TENANT IMPROVEMENTS PLANS.

          a.   PRELIMINARY PLANS AND  SPECIFICATIONS.    Tenant shall retain  
an architect  ("Architect") and/or  engineer  ("Engineer") to  prepare  
preliminary working  architectural and  engineering plans  and specifications 
("Preliminary Plans and Specifications") for  the Tenant Improvements.  The  
Preliminary Plans and Specifications shall be  in sufficient detail to  show 
locations, types  and requirements for all heat loads, people  loads, floor 
loads, power and plumbing, regular  and  special  HVAC   needs,  telephone  
communications,  telephone  and electrical  outlets,   lighting,  lighting  
fixtures  and   related  power,  and electrical and telephone  switches.   
Landlord shall approve  or disapprove  the Preliminary  Plans  and 
Specifications  within  five  (5)  business  days  after Landlord receives 
the Preliminary Plans  and Specifications, and if disapproved, Landlord  
shall return the Preliminary  Plans and Specifications  to Tenant, who shall 
make  all necessary revisions.   This  procedure shall  be repeated  until 
Landlord  approves the Preliminary Plans and Specifications.  Landlord shall 
not unreasonably withhold its approval of  the Preliminary Plans and 
Specifications. The  approved Preliminary Plans and Specifications, as 
modified, shall be deemed the "Final Preliminary Plans and Specifications".

          b.   FINAL  PRELIMINARY   PLANS  AND  SPECIFICATIONS.       After  
the Preliminary Plans  and Specifications are approved by Landlord and are 
deemed to be  the Final  Preliminary  Plans and  Specifications,  Tenant 
shall  cause  the Architect and/or the  Engineer to  prepare the final  
working architectural  and engineering plans and specifications ("Final Plans 
and Specifications")  for the Tenant Improvements.   Upon preparation  of the 
Final  Plans and  Specifications Tenant shall deliver the  Final Plans and 
Specifications to  Landlord.  Landlord shall approve or disapprove the Final  
Plans and Specifications within five  (5) business days after Landlord 
receives the Final Plans and Specifications and, if disapproved,  Landlord 
shall return the Final Plans and Specifications to Tenant who shall make all 
necessary revisions.   This procedure shall be repeated until Landlord  
approves the  Final  Plans and  Specifications.   Landlord  shall  not 
unreasonably withhold its approval of  the Final Plans and Specifications.   
The approved  Final Plans  and  Specifications, as  modified,  shall be  
deemed  the "Construction Documents".

          c.   MISCELLANEOUS.     All deliveries  of the  Preliminary Plans  
and Specifications, the Final Preliminary Plans and Specifications,  the 
Final Plans and  Specifications,  and  the  Construction  Documents  shall  
be  delivered by messenger service, by  personal hand  delivery or by  
overnight parcel  service. While   Landlord  has   the  right   to  approve   
the  Preliminary   Plans  and Specifications, the Final Preliminary Plans and 
Specifications, the Final Plans and Specifications, and the Construction 
Documents, Landlord's interest in doing so  is to  protect the Premises,  the 
Building and  Landlord's interest therein. Accordingly,

<PAGE>

                                EXHIBIT A
                          TENANT IMPROVEMENTS
                               PAGE 2 OF 3

Tenant shall  not rely upon Landlord's  approvals and Landlord shall  not be 
the guarantor   of,  nor  responsible  for,  the  correctness  or  accuracy  
of  the Preliminary  Plans   and  Specifications,   the  Final  Preliminary   
Plans  and Specifications,  the  Final  Plans  and  Specifications,  and  the 
Construction Documents,  or the compliance thereof  with applicable laws,  
and Landlord shall incur no liability of any kind by reason of granting such 
approvals.

     4.   PERMITS.    Tenant at  its  sole  cost and  expense  shall  obtain 
all governmental  approvals  of  the  Construction  Documents  to  the  full  
extent necessary for  the issuance  of a building  permit for  the Tenant  
Improvements based upon such  Construction Documents.   Tenant at its  sole 
cost and  expense shall also cause  to be obtained all other necessary  
approvals and permits from all  governmental agencies having jurisdiction or 
authority for the construction and  installation of  the Tenant  Improvements 
in  accordance with  the approved Construction  Documents.   Landlord shall 
cooperate  with Tenant  at no  cost or expense  to Landlord in the obtaining 
of such  approvals and permits.  Tenant at its sole cost and expense shall 
undertake all steps necessary to ensure that the construction  of the  Tenant 
Improvements  is accomplished in  strict compliance with  all statutes, laws, 
ordinances,  rules, and regulations  applicable to the construction  of the 
Tenant Improvements  and the requirements  and standards of any  insurance  
underwriting  board,  inspection  bureau  or  insurance  carrier insuring the 
Premises and/or the Building.

     5.   CONSTRUCTION.

          a.   Tenant   shall  be  solely   responsible  for  the  
construction, installation  and completion of the  Tenant Improvements in  
accordance with the Construction  Documents approved by Landlord  and is 
solely  responsible for the payments of all amounts when payable in 
connection therewith without any cost or expense to Landlord, except  for 
Landlord's obligation to contribute  the Carpet and   Paint  Tenant  
Improvement  Allowance  (as  hereinafter  defined).    Once undertaken, 
Tenant shall diligently  proceed with the construction, installation and  
completion of the Tenant  Improvements in accordance  with the Construction 
Documents.   No material  changes shall  be made  to the Construction  
Documents approved  by Landlord  without Landlord's prior  written consent,  
which consent shall not be unreasonably withheld or delayed.

          b.   Tenant  at its  sole cost  and expense  shall employ  a 
reputable general  contractor  ("Contractor")  to  construct the  Tenant  
Improvements  in accordance with the Construction  Documents.  The Contractor 
selected  by Tenant shall  be subject to the written approval  of Landlord, 
which approval shall not be unreasonably withheld or  delayed.  The 
construction contract  between Tenant and the Contractor shall be subject to 
Landlord's prior written approval.  Proof that  the  Contractor  is licensed  
in  California  and  has insurance  coverage typically  carried by a 
reputable general contractor  in the State of California shall be  provided 
to Landlord at the time  that Tenant requests approval of the Contractor from 
Landlord.  Tenant shall ensure that  all subcontractors hired by the 
Contractor are licensed  in California and have insurance  typically carried 
by reputable subcontractors in the State of California.

          c.   Prior to the commencement of the construction and installation 
of the Tenant Improvements, Tenant shall provide the following to the 
Landlord, all of which shall be to the Landlord's reasonable satisfaction:

               i.   An   estimated   completion   schedule   for    the   Tenant
Improvements.

              ii.   Copies  of   all   required  approvals   and  permits   from
governmental agencies having jurisdiction or authority over the construction and
installation of the Tenant Improvements.

          d.   Landlord shall at all times have  the right to inspect the 
Tenant Improvements  and Tenant shall immediately  cease work upon  written 
notice from the Landlord if the Tenant Improvements are not substantially in 
compliance with the Construction Documents approved  by the Landlord.  If  
Landlord gives notice of faulty construction or  any other deviation from the 
Construction Documents, Tenant  shall cause Contractor to  make corrections 
promptly.   However, neither the privilege herein granted to Landlord to make 
such inspection, nor the making of such  inspections by Landlord,  shall 
operate  as a waiver  of any  rights of Landlord  to   require  good  and  
workmanlike   construction  and  improvements constructed in accordance with 
the Construction Documents.

          e.   Tenant  shall  discharge  promptly   and  fully,  by  payment  
or appropriate bond satisfactory to Landlord in form and  substance, all 
claims for labor done and  materials and services  furnished in connection 
with  the Tenant Improvements.   Tenant Improvements shall  not be commenced  
until five (5) days after Landlord has received notice from Tenant stating 
the date the construction of the Tenant Improvements is  to commence so that 
Landlord can  post and record any appropriate notice of non-responsibility.

<PAGE>


                                    EXHIBIT A
                              TENANT IMPROVEMENTS
                                   PAGE 3 OF 3

          f.   Tenant  shall  maintain during  the  construction  of the  
Tenant Improvements, at  its sole cost  and expense,  builders' risk 
insurance  for the amount of  the completed value  of the Tenant  
Improvements on an  all-risk non-reporting form covering all  improvements 
under construction, including building materials, and other insurance in 
amounts and against such risks as the Landlord shall reasonably require in 
connection with the Tenant Improvements.

          g.   No materials,  equipment of  fixtures  shall be  delivered to  
or installed upon the Premises pursuant to any agreement by which another 
party has a security  interest or right  to remove  or repossess such  items, 
without  the prior written consent of Landlord.

          h.   Upon completion of the  Tenant Improvements, Tenant shall 
deliver to Landlord  the following, all of  which shall be to  the Landlord's 
reasonable satisfaction:

               i.   Any  certificates  required   for  occupancy,  including   a
     permanent  and  complete Certificate  of Occupancy  issued  by the  City of
     Fremont or a final signed-off building permit or its equivalent.

              ii.   A  Certificate of  Completion  signed by  the Architect  who
     prepared the Construction Documents approved by the Landlord.

     6.   CARPET AND PAINT TENANT IMPROVEMENT ALLOWANCE.

          a.   Landlord  shall provide  an  allowance to  recarpet the  
existing carpeted areas of  the Premises, and repaint the interior  office 
portion of the Premises  in the  amount of  sixty-five thousand  seven 
hundred  seventy-six and 50/100 dollars ($65,776.50) ($1.50 per square foot), 
or the amount  equal to the lowest of three (3) bids received by Tenant, 
whichever is lower (the "Carpet and Paint Tenant Improvement Allowance").   
The Carpet and Paint  Tenant Improvement Allowance shall be the maximum 
contribution by Landlord for the Carpet and Paint Tenant Improvements  and 
shall be  used to install  the Carpet and  Paint Tenant Improvements  and for 
no  other purpose.   Landlord shall have  no obligation to disburse  the 
Carpet  and  Paint Tenant  Improvement  Allowance or  any  portion thereof  
unless and until  the Carpet  and Paint  Tenant Improvements  have been 
completed in  a lien-free and good and workmanlike manner and in accordance 
with all statues, laws, ordinances, rules and  regulations applicable 
thereto, Tenant has made  the deliveries  required under  Paragraph 5(h.)  
above,  and the  Lien Period (as hereinafter  defined) has  expired and 
Landlord  has been  reasonably able  to  confirm that  no mechanics'  or 
materialsmens'  liens have  been filed against the  Property during such  
Lien Period.   As used herein,  "Lien Period" means  the  period during  
which the  Contractor  and any  subcontractors, labor suppliers  and 
materialsmen  providing  services  or  materials for  the  Tenant 
Improvements may  file a  lien against  the Property  of otherwise enforce  
lien rights.

          b.   Notwithstanding the foregoing to the contrary, Landlord shall 
not be obligated  to disburse any portion of the Carpet and Paint Tenant 
Improvement Allowance while Tenant is in Default of this Lease.

          c.   Should the total cost of the Carpet and Paint Tenant 
Improvements be  less than the Carpet and Paint  Tenant Improvement 
Allowance, the Carpet and Paint  Tenant Improvement Allowance shall be 
automatically reduced to the amount equal to said actual cost.

     7.   CONDITION  PRECEDENT.  Landlord shall have no obligation to approve or
review any plans or take any other actions required by Landlord pursuant to this
Exhibit A if at the time  Tenant requests such approval, review or action  or at
any time thereafter Tenant is in Default of this Lease.

     8.   LANDLORD'S CONSENTS.  If  Landlord does not respond to any request for
consent under  this Exhibit  A  within the  period set  forth  for such  consent
herein, then such consent shall be deemed given.

<PAGE>

                          ADDENDUM 1 - OPTION TO RENEW
                                  PAGE 1 OF 2


This Addendum No. 1 is incorporated  as a part of that certain  Second 
Amendment to Lease  Agreement dated August 9, 1996 (the "Amendment"), by and 
between AETNA LIFE  INSURANCE COMPANY,  A CONNECTICUT  CORPORATION 
("LANDLORD"),  AND PREMISYS COMMUNICATIONS INC., A DELAWARE CORPORATION 
("TENANT"), of the  premises located at 48664 Milmont Drive,  Fremont, 
California (the "Premises").   Any capitalized terms  used herein  and  not 
otherwise  defined  herein shall  have  the meaning ascribed to such terms as 
set forth in the Lease.

If Tenant has  not at  any time been,  or is  currently not, in  default in  
the performance  of any  of  its obligations  under this  Lease and  
contingent upon review  and approval of Tenant's  then current financial  
condition by Landlord, Tenant shall have the  right at its option to  extend 
the term of the  Lease for five  (5) years (the  "Extended Term").   The 
Lease  of the Premises  during the Extended Term shall be upon the same 
terms, covenants  and conditions as are set forth in this Lease, other than 
the monthly Base Rent and the term of the Lease. If Landlord does not receive 
from  Tenant written notice of Tenant's exercise of this option on a  date 
which is not more than three hundred sixty (360) days nor less than two 
hundred forty  (240) days prior to the end of the  initial term of the   
Lease  (the  "Option  Notice"),   all  rights  under   this  option  shall 
automatically lapse and terminate and  shall be of no further force  and 
effect. Time is of the essence herein.

The monthly Base Rent  for the Extended Term shall be equal to the higher of 
(i) the current  fair market rent for  space comparable to the  Premises 
taking into account any increases in the fair market rent over the Extended 
Term  (the "Fair Rental Value")  determined as set  forth below,  or (ii) the 
Base Rent  payable hereunder immediately prior to the commencement of the 
Extended Term.

     1.  The  parties  shall have  ten (10)  days  after Landlord  receives 
the Option Notice  within which to agree on  the monthly Base Rent  for the 
Extended Term.   If  the parties agree  on the  monthly Base  Rent for the  
Extended Term within  ten (10)  days  after Landlord  receives the  Option 
Notice,  they shall immediately execute an amendment to this Lease stating 
the monthly Base Rent for the Extended Term.  If the parties have not agreed 
on the monthly Base  Rent for the  Extended Term within  the aforesaid ten  
(10) days, Tenant  may rescind its exercise of the option by giving written 
notice to Landlord within five (5) days after expiration  of the  aforesaid 
ten  (10) day  period.   If Tenant  does not exercise  its right to  rescind 
as and  when required, it  shall conclusively be presumed that Tenant has 
elected not to rescind its exercise of the option.

     2.   If  the parties are unable  to agree on the Fair  Rental Value for 
the Extended Term within  ten (10) days after  Landlord receives the Option  
Notice, and in the  event Tenant does not exercise  its right to rescind as  
provided in Paragraph 1 above,  the Fair Rental Value of the Premises shall 
be determined in accordance with Paragraph 4 below.

     3.   The "Fair Rental Value" of  the Premises shall be defined to  mean 
the fair market rental value of the Premises as of the  commencement of the 
Extended Term,  taking into consideration all relevant factors, including 
length of term, the uses  permitted under the Lease,  the quality, size, 
design  and location of the Premises, including the condition and value of 
existing tenant improvements, and  the monthly  Base  Rent paid  by  tenants 
for  premises  comparable to  the Premises, and located in Fremont, 
California.

    4.    Within five (5)  days after the expiration of the  ten (10) day 
period set  forth in  Paragraph 2  above, each party,  at its  sole cost  and 
by giving notice to the other party,  shall appoint a real estate appraiser 
with  at least five (5) years' full-time  commercial appraisal experience in 
the area  in which the  Premises are  located to  appraise  and set  the Fair 
Rental Value  of the Premises for the Extended Term.  If a party does not 
appoint an appraiser within this five (5) day time period, the single 
appraiser  appointed shall be the sole appraiser and shall set  the then Fair 
Rental Value of the Premises.  If the two appraisers  are appointed  by the 
parties  as stated  in this  Paragraph 4, they shall meet  promptly and 
attempt to set  the Fair Rental Value  of the Premises. If they are  unable 
to agree within fifteen (15) days after the second appraiser has been  
appointed, they shall attempt  to elect a third  appraiser meeting the 
qualifications stated  in this Paragraph 4  within five (5) days  after the 
last day the two appraisers are given to  set the Fair Rental Value of the  
Premises. If they  are unable to agree  on the third  appraiser, either of 
the  parties to this Lease, by giving five (5) days notice to the other 
party, can apply  to the then president of the real  estate board for the 
city in which  the Premises are located,  or the then presiding judge of  the 
Alameda County Superior Court, for the selection of  a third appraiser who 
meets the  qualifications stated in this Paragraph 4. Each of  the parties 
shall bear one-half  (1/2) of the cost  of the appointed third  appraiser and 
of paying  the third appraiser's fee.   The third appraiser, however 
selected,  shall be a person who has  not previously acted in any capacity 
for either party.

Within twenty (20) days after the election of the third appraiser, a majority 
of the appraisers shall set the Fair  Rental Value of the Premises.  If  a 
majority of the appraisers are unable to set the Fair Rental Value

<PAGE>

                          ADDENDUM 1 - OPTION TO RENEW
                                   PAGE 2 OF 2

of the Premises within the stipulated period of time, the three appraisals 
shall be added  together and  their total divided  by three (3);  subject to  
the next sentence, the resulting quotient shall be the Fair Rental Value of 
the Premises. If, however,  the low appraisal and/or  high appraisal is more  
than ten percent (10%)  lower and/or higher than  the middle appraisal,  the 
low appraisal and/or high appraisal shall be disregarded.   If only one 
appraisal is disregarded, the remaining two  appraisals shall be added 
together and their total divided by two (2); the resulting quotient shall be 
the then Fair Rental Value of the Premises. If both  the low appraisal and  
the high appraisal are disregarded  as stated in this Paragraph  4, the 
middle  appraisal shall be the  Fair Rental Value  of the Premises.   After  
the Fair  Rental  Value of  the Premises  has  been set,  the appraisers  
shall immediately notify the parties of  such value, and the monthly Base  
Rent for the Extended  Term shall be  the amount which is  the Fair Rental 
Value of the Premises so set.

In no event shall the monthly Base Rent  for any period of the Extended Term  
be less than the  highest monthly Base Rent  charged during the Term of  the 
Lease. Upon determination of  the monthly Base Rent for the  Extended Term, 
pursuant to the terms outlined above, the parties shall immediately execute 
the new standard lease  document stating the minimum monthly Base  Rent for 
the Extended Term and confirming the dates  of the Extended Term.  Tenant 
shall have no other right to extend the  term of the Lease  under this 
Addendum 1 unless  Landlord and Tenant otherwise agree in writing.  If Tenant 
duly exercises this option, in accordance with the  terms contained herein:  
(1) Tenant shall  accept the Premises  in its then  "As-Is"  condition and,  
accordingly, Landlord  shall  not be  required to perform  any  additional 
improvements  to the  Premises;  and (2)  Tenant hereby agrees that it will 
solely be  responsible for any and all brokerage commissions and finder's  
fees payable to any broker in connection with the option described herein,  
and Tenant  hereby further agrees  that Landlord  shall in  no event or 
circumstance be responsible for the payment of any such commissions and fees.

This option  is personal  to  Tenant and  may not  be  assigned, voluntarily  
or involuntarily, separate from or as part of the Lease.  At Landlord's 
option, all rights of Tenant under this option shall terminate and be of no 
force and effect if  any of  the following  individual events  occur or  any 
combination  thereof occur:  (1) Tenant has been in default at any time 
during the Term of the Lease, or is currently in default of any provision of 
the Lease;  and/or (2) Tenant has assigned its rights and obligations under 
all or part of the Lease or Tenant has subleased all or part of the  
Premises; and/or (3) Tenant's financial  condition is  unacceptable  to 
Landlord  at the  time the  Option  Notice is  delivered to Landlord;  and/or 
(4)  Tenant has  failed to  exercise this  option in  a timely manner in 
accordance  with the provisions of this Addendum  1; and/or (5) Tenant no 
longer has possession  of all or any part of the Premises under the Lease, or 
if Lease has been terminated earlier, pursuant to the terms of the Lease.