<PAGE>



       STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE--MODIFIED NET
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
                                   [LOGO]

       The acronym FLA means "First Lease Addendum" when referenced herein.

1.     BASIC PROVISIONS ("BASIC PROVISIONS").

       1.1     PARTIES: This Lease ("LEASE"), dated for reference purposes 
only, May 1, 1998, is made by and between Sun River Properties, Inc., a 
California Corporation ("LESSOR") and Northstar Computer Forms, Inc. a 
Minnesota Corporation, ("LESSEE"), (collectively the "PARTIES," or individually 
a "PARTY").

       1.2(a)  PREMISES: That certain portion of the Building, including all 
improvements therein or to be provided by Lessor under the terms of this 
Lease, commonly known by the street address of 4403 Table Mountain Drive, 
Ste. B, located in the City of Golden, County of Jefferson, State of 
Colorado, with zip code 80403, as outlined on Exhibit A attached hereto 
("PREMISES"). The "BUILDING" is that certain building containing the Premises 
and generally described as (describe briefly the nature of the Building): 
23,042 +/- square feet in the Bolder Technologies Building in the Coors 
Technology Center In addition to Lessee's rights to use and occupy the 
Premises as hereinafter specified, Lessee shall have non-exclusive rights to 
the Common Areas (as defined in Paragraph 2.7 below) as hereinafter 
specified, but shall not have any rights to the roof, exterior walls or 
utility raceways of the Building or to any other buildings in the Industrial 
Center. The Premises, the Building, the Common Areas, the land upon which 
they are located, along with all other buildings and improvements thereon, 
are herein collectively referred to as the "INDUSTRIAL CENTER." (Also see 
Paragraph 2.)

       1.2(b)  PARKING: a minimum of 30 unreserved vehicle parking spaces 
("UNRESERVED PARKING SPACES"); and NO reserved vehicle parking spaces 
("RESERVED PARKING SPACES"). (Also see Paragraph 2.6.) See FLA Para. 49

       1.3     TERM: -7- years and -2- months ("ORIGINAL TERM") commencing 
July 1, 1998 subject to FLA Para. 50/5 ("COMMENCEMENT DATE") and ending 86 
calendar months thereafter ("EXPIRATION DATE"). (Also see Paragraph 3.)

       1.4     EARLY POSSESSION: NONE ("EARLY POSSESSION DATE"). (Also see 
Paragraphs 3.2 and 3.3.)

       1.5     BASE RENT: $9,178.40 per month ("BASE RENT"), payable on the 
first day of each month commencing July 1, 1998 (Also see Paragraph 4.) 
Subject to FLA Para. 50 & 55

/X/  If this box is checked, this Lease provides for the Base Rent to be 
     adjusted per FLA, attached hereto. Para. 51

       1.6(a)  BASE RENT PAID UPON EXECUTION: $0.00 as Base Rent for the 
period N/A.

       1.6(b)  LESSEE'S SHARE OF COMMON AREA OPERATING EXPENSES: 15.38%
("LESSEE'S SHARE") as determined by /X/ prorata square footage 
of the Premises as compared to the total square footage of the Building.

       1.7     SECURITY DEPOSIT: $ None required ("SECURITY DEPOSIT") 
(Also see Paragraph 5.)

       1.8     PERMITTED USE: The production of printed business forms, or 
any other lawful use permitted under this Lease agreement. ("PERMITTED USE") 
(Also see Paragraph 6.)

       1.9     INSURING PARTY. Lessor is the "INSURING PARTY." (Also see 
Paragraph 8.)

       1.10(a) REAL ESTATE BROKERS. The following real estate broker(s) 
(collectively, the "BROKERS") and brokerage relationships exist in this 
transaction and are consented to by the Parties (check applicable boxes):
See Exhibit "H" and FLA Para. 56
/X/ CB Commercial Real Estate Group represents Lessor exclusively ("LESSOR'S
BROKER"); James M. Bolt
/X/ Corporate Facility Consulting (CFC) represents Lessee exclusively
("LESSEE'S BROKER"); James A. Cloud
/ / ________________________ represents both Lessor and Lessee 
("DUAL AGENCY"). (Also see Paragraph 15.)

       1.10(b) PAYMENT TO BROKERS. Upon the execution of this Lease by both 
Parties, Lessor shall pay to said Broker(s) jointly, or in such separate 
shares as they may mutually designate in writing, a fee as set forth in a 
separate written agreement between Lessor and said Broker(s) (or in the event 
there is no separate written agreement between Lessor and said Broker(s), for 
brokerage services rendered by said Broker(s) in connection with this 
transaction. 

_____________________________________________________________________________
_____________________________________________________________________________
("GUARANTOR"). (Also see Paragraph 37.)

       1.12    ADDENDA AND EXHIBITS. Attached hereto is an Addendum or 
Addenda consisting of Paragraphs -49- through -78, and Exhibits -A- 
through -H-, all of which constitute a part of this Lease. 

2.     PREMISES, PARKING AND COMMON AREAS.

       2.1     LETTING. Lessor hereby leases to Lessee, and Lessee hereby 
leases from Lessor, the Premises, for the term, at the rental, and upon all 
of the terms, covenants and conditions set forth in this Lease. Unless 
otherwise provided herein, any statement of square footage set forth in this 
Lease, or that may have been used in calculating rental and/or Common Area 
Operating Expenses, is an approximation which Lessor and Lessee agree is 
reasonable and the rental and Lessee's Share (as defined in Paragraph 1.6(b)) 
based thereon is not subject to revision whether or not the actual square 
footage is more or less.  

       2.2     CONDITION. Lessor shall deliver the Premises to Lessee clean 
and free of debris on the Commencement Date and warrants to Lessee that the 
existing plumbing, electrical systems, fire sprinkler system, lighting, air 
conditioning and heating systems and loading doors, if any, in the Premises, 
other than those constructed by Lessee, shall be in good operating condition 
on the Commencement Date. If a non-compliance with said warranty exists as of 
the Commencement Date, Lessor shall, except as otherwise provided in this 
Lease, promptly after receipt of written notice from Lessee setting forth 
with specificity the nature and extent of such non-compliance, rectify same 
at Lessor's expense. If Lessee does not give Lessor written notice of a 
non-compliance with this warranty within thirty (30) days after the 
Commencement Date, correction of that non-compliance shall be the obligation 
of Lessee at Lessee's sole cost and expense.  See FLA Para

       2.3     COMPLIANCE WITH COVENANTS, RESTRICTIONS AND BUILDING CODE. 
Lessor warrants that any improvements (other than those constructed by Lessee 
or at Lessee's direction) on or in the Premises which have been constructed 
or installed by Lessor or with Lessor's consent or at Lessor's direction 
shall comply with all applicable covenants or restrictions of record and 
applicable building codes, regulations and ordinances in effect on the 
Commencement Date. Lessor further warrants to Lessee that Lessor has no 
knowledge of any claim having been made by any governmental agency that a 
violation or violations of applicable building codes, regulations, or 
ordinances exist with regard to the Premises as of the Commencement Date. 
Said warranties shall not apply to any Alterations or Utility Installations 
(defined in Paragraph 7.3(a)) made or to be made by Lessee. If the Premises 
do not comply with said warranties, Lessor shall, except as otherwise 
provided in this Lease, promptly after receipt of written notice from Lessee 
given within six (6) months following the Commencement Date and setting forth 
with specificity the nature and extent of non-compliance, take such action, 
at Lessor's expense, as may be reasonable or appropriate to rectify the 
non-compliance. Lessor makes no warranty that the Permitted Use in Paragraph 
1.8 is permitted for the Premises under Applicable Laws (as defined in 
Paragraph 2.4). 

       2.4     ACCEPTANCE OF PREMISES. Lessee hereby acknowledges: (a) that 
it has been advised by the Broker(s) to satisfy itself with respect to the 
condition of the Premises (including but not limited to the electrical and 
fire sprinkler systems, security, environmental aspects, seismic and 
earthquake requirements, and compliance with the Americans with Disabilities 
Act and applicable zoning, municipal, county, state and federal laws, 
ordinances and regulations and any covenants or restrictions of record 
(collectively, "APPLICABLE LAWS") and the present and future suitability of 
the Premises for Lessee's intended use; (b) that Lessee has made such 
investigation as it deems necessary with reference to such matters, is 
satisfied with reference thereto, and assumes all responsibility therefore as 
the same relate to Lessee's occupancy of the Premises and/or the terms of 
this Lease; and (c) that neither Lessor, nor any of Lessor's agents, has made 
any oral or written representations or warranties with respect to said 
matters other than as set forth in this Lease. 


                                                                INITIALS:  KEO
                                                                          -----
                                                                            SD
MULTI-TENANT--MODIFIED NET                                                -----
-C- American Industrial Real Estate Association 1993

<PAGE>

       2.6     VEHICLE PARKING. Lessee shall be entitled to use the number of 
Unreserved Parking Spaces and Reserved Parking Spaces free of rent, toll or 
other charge throughout the Lease term and options specified in Paragraph 
1.2(b) on those portions of the Common Areas designated from time to time by 
Lessor for parking.  Lessee shall not use more parking spaces than said 
number. Said parking spaces shall be used for parking by vehicles no larger 
than full-size passenger automobiles or pick-up trucks, herein called 
"PERMITTED SIZE VEHICLES." Vehicles other than Permitted Size Vehicles shall 
be parked and loaded or unloaded as directed by Lessor in the Rules and 
Regulations (as defined in Paragraph 40) issued by Lessor. (Also see 
Paragraph 2.9).  See FLA Para. 49

               (a)     Lessee shall not permit or allow any vehicles that 
belong to or are controlled by Lessee or Lessee's employees, suppliers, 
shippers, customers, contractors or invitees to be loaded, unloaded, or parked 
in areas other than those designated by Lessor for such activities. 

               (b)     If Lessee permits or allows any of the prohibited 
activities described in this Paragraph 2.6, then Lessor shall have the right, 
without notice, in addition to such other rights and remedies that it may 
have, to remove or tow away the vehicle involved and charge the cost to 
Lessee, which cost shall be immediately payable upon demand by Lessor. 

               (c)     Lessor shall at the Commencement Date of this Lease, 
provide the parking facilities required by Applicable Law.

       2.7     COMMON AREAS - DEFINITION. The term "COMMON AREAS" is defined 
as all areas and facilities outside the Premises and within the exterior 
boundary line of the Industrial Center and interior utility raceways within 
the Premises that are provided and designated by the Lessor from time to time 
for the general non-exclusive use of Lessor, Lessee and other lessees of the 
Industrial Center and their respective employees, suppliers, shippers, 
customers, contractors and invitees, including parking areas, loading and 
unloading areas, trash areas, roadways, sidewalks, walkways, parkways, 
driveways and landscaped areas. 

       2.8     COMMON AREAS - LESSEE'S RIGHTS. Lessor hereby grants to 
Lessee, for the benefit of Lessee and its employees, suppliers, shippers, 
contractors, customers and invitees, during the term of this Lease, the 
non-exclusive right to use, in common with others entitled to such use, the 
Common Areas as they exist from time to time, subject to any rights, powers, 
and privileges reserved by Lessor under the terms hereof or under the terms 
of any rules and regulations or restrictions governing the use of the 
Industrial Center. Under no circumstances shall the right herein granted to 
use the Common Areas be deemed to include the right to store any property, 
temporarily or permanently, in the Common Areas. Any such storage shall be 
permitted only by the prior written consent of Lessor or Lessor's designated 
agent, which consent may be revoked at any time. In the event that any 
unauthorized storage shall occur then Lessor shall have the right, without 
notice, in addition to such other rights and remedies that it may have, to 
remove the property and charge the cost to Lessee, which cost shall be 
immediately payable upon demand by Lessor. 

       2.9     COMMON AREAS - RULES AND REGULATIONS. Lessor or such other 
person(s) as Lessor may appoint shall have the exclusive control and 
management of the Common Areas and shall have the right, from time to time, 
to establish, modify, amend and enforce reasonable Rules and Regulations with 
respect thereto in accordance with Paragraph 40. Lessee agrees to abide by 
and conform to all such Rules and Regulations, and to cause its employees, 
suppliers, shippers, customers, contractors and invitees to so abide and 
conform. Lessor shall not be responsible to Lessee for the non-compliance 
with said rules and regulations by other lessees of the Industrial Center. 

       2.10    COMMON AREAS - CHANGES. Lessor shall have the right, in 
Lessor's sole discretion, from time to time: See Note 1.

               (a)     To make changes to the Common Areas, including, 
without limitation, changes in the location, size, shape and number of 
driveways, entrances, parking spaces, parking areas, loading and unloading 
areas, ingress, egress, direction of traffic, landscaped areas, walkways and 
utility raceways; 

               (b)     To close temporarily any of the Common Areas for 
maintenance purposes so long as reasonable access to the Premises remains 
available;

               (c)     To designate other land outside the boundaries of the 
Industrial Center to be a part of the Common Areas;

               (d)     To add additional buildings and improvements to the 
Common Areas;

               (e)     To use the Common Areas while engaged in making 
additional improvements, repairs or alterations to the Industrial Center, or 
any portion thereof; and

               (f)     To do and perform such other acts and make such other 
changes in, to or with respect to the Common Areas and Industrial Center as 
Lessor may, in the exercise of sound business judgment, deem to be 
appropriate. 

3.     TERM.

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

       3.3     DELAY IN POSSESSION. See FLA Para. 55

4.     RENT.

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

       4.2     COMMON AREA OPERATING EXPENSES. Lessee shall pay to Lessor 
during the term hereof, in addition to the Base Rent, Lessee's Share (as 
specified in Paragraph 1.6(b)) of all Common Area Operating Expenses, as 
hereinafter defined, during each calendar year of the term of this Lease, in 
accordance with the following provisions: See FLA Para. 54 and Exhibit "G"

               (a)     "COMMON AREA OPERATING EXPENSES" are defined, for 
purposes of this Lease, as all costs incurred by Lessor relating to the 
ownership and operation of the Industrial Center, including, but not limited 
to, the following:

                       (i)     The operation, repair and maintenance, in 
neat, clean, good order and condition, of the following:

                               (aa)    The Common Areas, including parking 
areas, loading and unloading areas, trash areas, roadways, sidewalks, 
walkways, parkways, driveways, landscaped areas, striping, bumpers, 
irrigation systems, Common Area lighting facilities, fences and gates, 
elevators and roof. 

                               (bb)    Exterior signs and any tenant 
directories. 

                               (cc)    Fire detection and sprinkler systems. 

                       (ii)    The cost of water, gas, electricity and 
telephone to service the Common Areas.

                       (iii)   Trash disposal, property management and 
security services and the costs of any environmental inspections. 

                       (iv)    Reserves set aside for maintenance and repair 
of Common Areas.

                       (v)     Real Property Taxes (as defined in Paragraph 
10.2) to be paid by Lessor for the Building and the Common Areas under 
Paragraph 10 hereof.

                       (vi)    The cost of the premiums for the insurance 
policies maintained by Lessor under Paragraph 8 hereof. 

                       (vii)   Any deductible portion of an insured loss 
concerning the Building or the Common Areas. 

                       (viii)  Any other services to be provided by Lessor 
that are stated elsewhere in this Lease to be a Common Area Operating 
Expense. 

               (b)     Any Common Area Operating Expenses and Real Property 
Taxes that are specifically attributable to the Building or to any other 
building in the Industrial Center or to the operation, repair and maintenance 
thereof, shall be allocated entirely to the Building or to such other 
building. However, any Common Area Operating Expenses and Real Property Taxes 
that are not specifically attributable to the Building or to any other 
building or to the operation, repair and maintenance thereof, shall be 
equitably allocated by Lessor to all buildings in the Industrial Center. 

               (c)     The inclusion of the improvements, facilities and 
services set forth in Subparagraph 4.2(a) shall not be deemed to impose an 
obligation upon Lessor to either have said improvements or facilities or to 
provide those services unless the Industrial Center already has the same, 
Lessor already provides the services, or Lessor has agreed elsewhere in this 
Lease to provide the same or some of them. See FLA Para. 68 

               (d)     Lessee's Share of Common Area Operating Expenses shall 
be payable by Lessee within ten (10) days after a reasonably detailed 
statement of actual expenses is presented to Lessee by Lessor. At Lessor's 
option, however, an amount may be estimated by Lessor from time to time of 
Lessee's Share of annual Common Area Operating Expenses and the same shall be 
payable monthly or quarterly, as Lessor shall designate, during each 12-month 
period of the Lease term, on the same day as the Base Rent is due hereunder. 
Lessor shall deliver to Lessee within sixty (60) days after the expiration of 
each calendar year a reasonably detailed statement showing Lessee's Share of 
the actual Common Area Operating Expenses incurred during the preceding year. 
If Lessee's payments under this Paragraph 4.2(d) during said preceding year 
exceed Lessee's Share as indicated on said statement, Lessee shall be 
credited the amount of such over-

Note 1: Provided Lessee's use of the Premises and Common Areas are not 
 materially impacted nor are Lessee's costs increased as a result of any such 
 changes without the prior consent of Lessee, not to be unreasonable withheld.


                                                                INITIALS:  KEO
                                                                          -----
                                                                            SD
MULTI-TENANT--MODIFIED NET             -2-                                -----
-C- American Industrial Real Estate Association 1993

<PAGE>

payment against Lessee's Share of Common Area Operating Expenses next 
becoming due. If Lessee's payments under this Paragraph 4.2(d) during said 
preceding year were less than Lessee's Share as indicated on said statement, 
Lessee shall pay to Lessor the amount of the deficiency within ten (10) days 
after delivery by Lessor to Lessee of said statement.

5.     SECURITY DEPOSIT not required under this Lease. Lessee shall deposit 
with Lessor upon Lessee's execution hereof the Security Deposit set forth in 
Paragraph 1.7 as security for Lessee's faithful performance of Lessee's 
obligations under this Lease. If Lessee fails to pay Base Rent or other rent 
or charges due hereunder, or otherwise Defaults under this Lease (as defined 
in Paragraph 13.1), Lessor may use, apply or retain all or any portion of 
said Security Deposit for the payment of any amount due Lessor or to 
reimburse or compensate Lessor for any liability, cost, expense, loss or 
damage (including attorneys' fees) which Lessor may suffer or incur by reason 
thereof. If Lessor uses or applies all or any portion of said Security 
Deposit, Lessee shall within ten (10) days after written request therefore 
deposit monies with Lessor sufficient to restore said Security Deposit to the 
full amount required by this Lease. Any time the Base Rent increases during 
the term of this Lease, Lessee shall, upon written request from Lessor, 
deposit additional monies with Lessor as an addition to the Security Deposit 
so that the total amount of the Security Deposit shall at all times bear the 
same proportion to the then current Base Rent as the initial Security Deposit 
bears to the initial Base Rent set forth in Paragraph 1.5. Lessor shall not 
be required to keep all or any part of the Security Deposit separate from its 
general accounts. Lessor shall, at the expiration or earlier termination of 
the term hereof and after Lessee has vacated the Premises, return to Lessee 
(or, at Lessor's option, to the last assignee, if any, of Lessee's interest 
herein), that portion of the Security Deposit not used or applied by Lessor. 
Unless otherwise expressly agreed in writing by Lessor, no part of the 
Security Deposit shall be considered to be held in trust, to bear interest or 
other increment for its use, or to be prepayment for any monies to be paid by 
Lessee under this Lease.

6.     USE.

       6.1     PERMITTED USE.

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

               (b)     Lessor hereby agrees to not unreasonably withhold or 
delay its consent to any written request by Lessee, Lessee's assignees or 
subtenants, and by prospective assignees and subtenants of Lessee, its 
assignees and subtenants, for a modification of said Permitted Use, so long 
as the same will not impair the structural integrity of the improvements on 
the Premises or in the Building or the mechanical or electrical systems 
therein, does not conflict with uses by other lessees, is not significantly 
more burdensome to the Premises or the Building and the improvements thereon, 
and is otherwise permissible pursuant to this Paragraph 6. If Lessor elects 
to withhold such consent, Lessor shall within five (5) business days after 
such request give a written notification of same, which notice shall include 
an explanation of Lessor's reasonable objections to the change in use.

       6.2     HAZARDOUS SUBSTANCES.  See FLA Para. 61

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

               (b)     DUTY TO INFORM LESSOR. If Lessee knows, or has 
reasonable cause to believe, that a Hazardous Substance has come to be 
located in, on, under or about the Premises or the Building, other than as 
previously consented to by Lessor, Lessee shall immediately give Lessor 
written notice thereof, together with a copy of any statement, report, 
notice, registration, application, permit, business plan, license, claim, 
action, or proceeding given to, or received from, any governmental authority 
or private party concerning the presence, spill, release, discharge of, or 
exposure to, such Hazardous Substance including but not limited to all such 
documents as may be involved in any Reportable Use involving the Premises. 
Lessee shall not cause or permit any Hazardous Substance to be spilled or 
released in, on, under or about the Premises (including, without limitation, 
through the plumbing or sanitary sewer system).

               (c)     INDEMNIFICATION. Lessee shall indemnify, protect, 
defend and hold Lessor, its agents, employees, lenders and ground lessor, if 
any, and the Premises, harmless from and against any and all damages, 
liabilities, judgments, costs, claims, liens, expenses, penalties, loss of 
permits and attorneys' and consultants' fees arising out of or involving any 
Hazardous Substance brought onto the Premises by or for Lessee or by anyone 
under Lessee's control. Lessee's obligations under this Paragraph 6.2(c) 
shall include, but not be limited to, the effects of any contamination or 
injury to person, property or the environment created or suffered by Lessee, 
and the cost of investigation (including consultants' and attorneys' fees and 
testing), removal, remediation, restoration and/or abatement thereof, or of 
any contamination therein involved, and shall survive the expiration or 
earlier termination of this Lease. No termination, cancellation or release 
agreement entered into by Lessor and Lessee shall release Lessee from its 
obligations under this Lease with respect to Hazardous Substances, unless 
specifically so agreed by Lessor in writing at the time of such agreement.  
See FLA Para. 61 & 71   *reasonable & appropriate

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

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

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

       7.1     LESSEE'S OBLIGATIONS.  See Para. 2.4, 4.2 of Lease & FLA Para. 62

               (a)     Subject to the provisions of Paragraphs 2.2 
(Condition), 2.3 (Compliance with Covenants, Restrictions and Building Code), 
7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), 
Lessee shall, at Lessee's sole cost and expense and at all times, keep the 
Premises and every part thereof in good order, condition and repair, 
including, without limiting the generality of the foregoing, all equipment or 
facilities specifically serving the Premises, such as plumbing, heating, air 
conditioning, ventilating, electrical, lighting facilities, boilers, fired or 
unfired pressure vessels, fire hose connections if within the Premises, 
fixtures, interior walls, interior surfaces of exterior walls, ceilings, 
floors, windows, doors, plate glass, and skylights, but excluding any items 
which are the responsibility of Lessor pursuant to Paragraph 7.2 below. 
Lessee, in keeping the Premises in good order, condition and repair, shall 
exercise and perform good maintenance practices. Lessee's obligations shall 
include restorations, replacements or renewals when necessary to keep the 
Premises and all improvements thereon or a part thereof in good order, 
condition and state of repair.

               (b)     Lessee shall, at Lessee's sole cost and expense, 
procure and maintain a contract, with copies to Lessor, in customary form and 
substance for and with a contractor specializing and experienced in the 
inspection, maintenance and service of the heating, air conditioning and 
ventilation system for the Premises. However, Lessor reserves the right, upon 
notice to Lessee, to procure and maintain the contract for the heating, air 
conditioning and ventilating systems, and if Lessor so elects, Lessee shall 
reimburse Lessor, upon demand, for the cost thereof.

               (c)     If Lessee fails to perform Lessee's obligations under 
this Paragraph 7.1, Lessor may enter upon the Premises after ten (10) days' 
prior written notice to Lessee (except in the case of an emergency, in which 
case no notice shall be required), perform such obligations on Lessee's 
behalf, and put the Premises in good order, condition and repair, in 
accordance with Paragraph 13.2 below. See FLA Para. 69

       7.2     LESSOR'S OBLIGATIONS. Subject to the provisions of Paragraphs 
2.2 (Condition), 2.3 (Compliance with Covenants, Restrictions and Building 
Code), 4.2 (Common Area Operating Expenses), 6 (Use), 7.1 (Lessee's 
Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, 
subject to reimbursement pursuant to Paragraph 4.2, shall keep in good order, 
condition and repair the foundations, exterior walls, structural condition of 
interior bearing walls, exterior roof, fire sprinkler and/or standpipe and 
hose (if located in the Common Areas) or other automatic fire extinguishing 
system including fire alarm and/or smoke


                                                                INITIALS:  KEO
                                                                          -----
                                                                            SD
MULTI-TENANT--MODIFIED NET             -3-                                -----
-C- American Industrial Real Estate Association 1993

<PAGE>

detection systems and equipment, fire hydrants, parking lots, walkways, 
parkways, driveways, landscaping, fences, signs and utility systems serving 
the Common Areas and all parts thereof, as well as providing the services for 
which there is a Common Area Operating Expense pursuant to Paragraph 4.2. 
Lessor shall not be obligated to paint the exterior or interior surfaces of 
exterior walls nor shall Lessor be obligated to maintain, repair or replace 
windows, doors or plate glass of the Premises. 

       7.3     UTILITY INSTALLATIONS, TRADE FIXTURES, ALTERATIONS.  See FLA 
Para. 70.1

               (a)     DEFINITIONS; CONSENT REQUIRED. The term "UTILITY 
INSTALLATIONS" is used in this Lease to refer to all air lines, power panels, 
electrical distribution, security, fire protection systems, communications 
systems, lighting fixtures, heating, ventilating and air conditioning 
equipment, plumbing, and fencing in, on or about the Premises. The term 
"TRADE FIXTURES" shall mean Lessee's machinery and equipment which can be 
removed without doing material damage to the Premises. The term 
"ALTERATIONS" shall mean any modification of the improvements on the Premises 
which are provided by Lessor under the terms of this Lease, other than 
Utility Installations or Trade Fixtures. "LESSEE-OWNED ALTERATIONS AND/OR 
UTILITY INSTALLATIONS" are defined as Alterations and/or Utility 
Installations made by Lessee that are not yet owned by Lessor pursuant to 
Paragraph 7.4(a). Lessee shall not make or cause to be made any Alterations 
or Utility Installations in, on, under or about the Premises without Lessor's 
prior written consent.  Lessee may, however, make non-structural Utility 
Installations to the interior of the Premises (excluding the roof) without 
Lessor's consent but upon notice to Lessor, so long as they are not visible 
from the outside of the Premises, do not involve puncturing, relocating or 
removing the roof or any existing walls, or changing or interfering with the 
fire sprinkler or fire detection systems and the cumulative cost thereof 
during the term of this Lease as extended does not exceed $5,000.00.

               (b)     CONSENT. Any Alterations or Utility Installations that 
Lessee shall desire to make and which require the consent of the Lessor shall 
be presented to Lessor in written form with detailed plans. All consents 
given by Lessor, whether by virtue of Paragraph 7.3(a) or by subsequent 
specific consent, shall be deemed conditioned upon: (i) Lessee's acquiring 
all applicable permits required by governmental authorities; (ii) the 
furnishing of copies of such permits together with a copy of the plans and 
specifications for the Alteration or Utility Installation to Lessor prior to 
commencement of the work thereon; and (iii) the compliance by Lessee with all 
conditions of said permits in a prompt and expeditious manner. Any 
Alterations or Utility Installations by Lessee during the term of this Lease 
shall be done in a good and workmanlike manner, with good and sufficient 
materials, and be in compliance with all Applicable Requirements. Lessee 
shall promptly upon completion thereof furnish Lessor with as-built plans and 
specifications therefor. Lessor may, (but without obligation to do so) 
condition its consent to any requested Alteration or Utility Installation 
that costs $2,500.00 or more upon Lessee's providing Lessor with a lien and 
completion bond in an amount equal to one and one-half times the estimated cost 
of such Alteration or Utility Installation.

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

       7.4     OWNERSHIP, REMOVAL, SURRENDER, AND RESTORATION.

               (a)     OWNERSHIP. Subject to Lessor's right to require their 
removal and to cause Lessee to become the owner thereof as hereinafter 
provided in this Paragraph 7.4, all Alterations and Utility Installations 
made to the Premises by Lessee shall be the property of and owned by Lessee, 
but considered a part of the Premises. Lessor may, at any time and at its 
option, elect in writing to Lessee to be the owner of all or any specified 
part of the Lessee-Owned Alterations and Utility Installations. Unless 
otherwise instructed per Subparagraph 7.4(b) hereof, all Lessee-Owned 
Alterations and Utility Installations shall, at the expiration or earlier 
termination of this Lease, become the property of Lessor and remain upon the 
Premises and be surrendered with the Premises by Lessee.

               (b)     REMOVAL. Unless otherwise agreed in writing, Lessor 
may require that any or all Lessee-Owned Alterations or Utility Installations 
be removed by the expiration or earlier termination of this Lease, 
notwithstanding that their installation may have been consented to by Lessor. 
Lessor may require the removal at any time of all or any part of any 
Alterations or Utility Installations made without the required consent of 
Lessor.  See FLA Para. 70.2

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

8.     INSURANCE; INDEMNITY.

       8.1     PAYMENT OF PREMIUMS. The cost of the premiums for the insurance 
policies maintained by Lessor under this Paragraph 8 shall be a Common Area 
Operating Expense pursuant to Paragraph 4.2 hereof. Premiums for policy 
periods commencing prior to, or extending beyond, the term of this Lease 
shall be prorated to coincide with the corresponding Commencement Date or 
Expiration Date.

       8.2     LIABILITY INSURANCE.

               (a)     CARRIED BY LESSEE. Lessee shall obtain and keep in force 
during the term of this Lease a Commercial General Liability policy of 
insurance protecting Lessee, Lessor and any Lender(s) whose names have been 
provided to Lessee in writing (as additional insureds) against claims for 
bodily injury, personal injury and property damage based upon, involving or 
arising out of the ownership, use, occupancy or maintenance of the Premises 
and all areas appurtenant thereto. Such insurance shall be on an occurrence 
basis providing single limit coverage in an amount not less than $1,000,000 
per occurrence with an "Additional Insured-Managers or Lessors of Premises" 
endorsement and contain the "Amendment to the Pollution Exclusion" 
*endorsement for damage caused by heat, smoke or fumes from a hostile fire. 
The policy shall not contain any intra-insured exclusions as between insured 
person or organizations, but shall include coverage for liability assumed 
under this Lease as an "INSURED CONTRACT" for the performance of Lessee's 
indemnity obligations under this Lease. The limits of said insurance required 
by this Lease or as carried by Lessee shall not, however, limit the liability 
of Lessee nor relieve Lessee of any obligation hereunder. All insurance to be 
carried by Lessee shall be primary to and not contributory with any similar 
insurance carried by Lessor, whose insurance shall be considered excess 
insurance only.

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

       8.3     PROPERTY INSURANCE-BUILDING, IMPROVEMENTS AND RENTAL VALUE.

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

               (b)     RENTAL VALUE. Lessor shall also obtain and keep in force 
during the term of this Lease a policy or policies in the name of Lessor, 
with loss payable to Lessor and any Lender(s), insuring the loss of the full 
rental and other charges payable by all lessees of the Building to Lessor for 
one year (including all Real Property Taxes, insurance costs, all Common Area 
Operating Expenses and any scheduled rental increases). Said insurance may 
provide that in the event the Lease is terminated by reason of an insured 
loss, the period of indemnity for such coverage shall be extended beyond the 
date of the completion of repairs or replacement of the Premises, to provide 
for one full year's loss of rental revenues from the date of any such loss. 
Said insurance shall contain an agreed valuation provision in lieu of any 
co-insurance clause, and the amount of coverage shall be adjusted annually to 
reflect the projected rental income, Real Property Taxes, insurance premium 
costs and other expenses, if any, otherwise payable, for the next 12-month 
period. Common Area Operating Expenses shall include any deductible amount in 
the event of such loss.

               (c)     ADJACENT PREMISES. Lessee shall pay for any increase in 
the premiums for the property insurance of the Building and for the Common 
Areas or other buildings in the Industrial Center if said increase is caused 
by Lessee's acts, omissions, use or occupancy of the Premises.

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

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

       8.5     INSURANCE POLICIES. Insurance required hereunder shall be in 
companies duly licensed to transact business in the state where the Premises 
are located, and maintaining during the policy term a "General Policyholders 
Rating" of at least B+, V, or such other rating as may be required by a 
Lender, as set forth in the most current issue of "Best's Insurance Guide." 
Lessee shall not do or permit to be done anything which shall invalidate the 
insurance policies referred to in

* Amendment of the Pollution Exclusion is required only if Lessee has 
  products or supplies that would, by hostile fire, create a polution 
  consequence.


                                                                INITIALS   KEO
                                                                          -----
                                                                            SD
MULTI-TENANT--MODIFIED NET             -4-                                -----
-C- American Industrial Real Estate Association 1993

<PAGE>

this Paragraph 8. Lessee shall cause to be delivered to Lessor, within seven
(7) days after the earlier of the Early Possession Date or the Commencement
Date, certified copies of, or certificates evidencing the existence and amounts
of, the insurance required under Paragraph 8.2(a) and 8.4.  No such policy shall
be cancelable or subject to modification except after thirty (30) days' prior 
written notice to Lessor. Lessee shall at least thirty (30) days prior to
the expiration of such policies, furnish Lessor with evidence of renewals or
"insurance binders" evidencing renewal thereof, or Lessor may order such
insurance and charge the cost thereof to Lessee, which amount shall be payable
by Lessee to Lessor upon demand.

       8.6     WAIVER OF SUBROGATION.  Without affecting any other rights or
remedies, Lessee and Lessor each hereby release and relieve the other, and waive
their entire right to recover damages (whether in contract or in tort) against
the other, for loss or damage to their property arising out of or incident to
the perils required to be insured against under Paragraph 8.  The effect of such
releases and waivers of the right to recover damages shall not be limited by the
amount of insurance carried or required, or by any deductibles applicable
thereto.  Lessor and Lessee agree to have their respective insurance companies
issuing property damage insurance waive any right to subrogation that such
companies may have against Lessor or Lessee, as the case may be, so long as the
insurance is not invalidated thereby.

       8.7     INDEMNITY.  See replacement provision FLA Para. 71

       8.8     EXEMPTION OF LESSOR FROM LIABILITY.  Lessor shall not be liable
for injury or damage to the person or goods, wares, merchandise or other
property of Lessee, Lessee's employees, contractors, invitees, customers, or any
other person in or about the Premises, whether such damage or injury is caused
by or results from fire, steam, electricity, gas, water or rain, or from the
breakage, obstruction or other defects of pipes, fire sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures, or from any other
cause, whether said injury or damage results from conditions arising upon the
Premises or upon other portions of the Building of which the Premises are a
part, from other sources or places, and regardless of whether the cause of such
damage or injury or the means of repairing the same is accessible or not.
Lessor shall not be liable for any damages arising from any act or neglect of
any other lessee of Lessor nor from the failure by Lessor to enforce the
provisions of any other lease in the Industrial Center.  Notwithstanding
Lessor's negligence or breach of this Lease, Lessor shall under no circumstances
be liable for injury to Lessee's business or for any loss of income or profit
therefrom.

9.     DAMAGE OR DESTRUCTION.  See FLA Para. 72

       9.1     DEFINITIONS.

               (a)     "PREMISES PARTIAL DAMAGE" shall mean damage or
destruction to the Premises, other than Lessee-Owned Alterations and Utility
Installations, the repair cost of which damage or destruction is less than fifty
percent (50%) of the then Replacement Cost (as defined in Paragraph 9.1(d)) of
the Premises (excluding Lessee-Owned Alterations and Utility Installations and
Trade Fixtures) immediately prior to such damage or destruction.

               (b)     "PREMISES TOTAL DESTRUCTION" shall mean damage or
destruction to the Premises, other than Lessee-Owned Alterations and Utility
Installations, the repair cost of which damage or destruction is fifty
percent (50%) or more of the then Replacement Cost of the Premises (excluding
Lessee-Owned Alterations and Utility Installations and Trade Fixtures)
immediately prior to such damage or destruction.  In addition, damage or
destruction to the Building, other than Lessee-Owned Alterations and Utility
Installations and Trade Fixtures of any lessees of the Building, the cost of
which damage or destruction is fifty percent (50%) or more of the then
Replacement Cost (excluding Lessee-Owned Alterations and Utility Installations
and Trade Fixtures of any lessees of the Building) of the Building shall, at the
option of Lessor, be deemed to be Premises Total Destruction.

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

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

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

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

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

       9.4     TOTAL DESTRUCTION.  Notwithstanding any other provision hereof,
if Premises Total Destruction occurs (including any destruction required by any
authorized public authority), this Lease shall terminate sixty (60) days
following the date of such Premises Total Destruction, whether or not the damage
or destruction is an Insured Loss or was caused by a negligent or willful act of
Lessee.  In the event, however that the damage or destruction was caused by
Lessee, Lessor shall have the right to recover Lessor's damages from Lessee
except as released and waived in Paragraph 9.7.

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

       9.6     ABATEMENT OF RENT; LESSEE'S REMEDIES.

               (a)     In the event of (i) Premises Partial Damage or (ii) 
Hazardous Substance Condition for which Lessee is not legally responsible, 
the Base Rent, Common Area Operating Expenses and other charges, if any, 
payable by Lessee hereunder for the period during which such damage or 
condition, its repair, remediation or restoration continues, shall be abated 
in proportion to the degree to which Lessee's use of the Premises is 
impaired, but not in excess of proceeds from insurance required to be carried 
under Paragraph 8.3(b). Except for abatement of Base Rent, Common Area 
Operation Expenses and other charges, if any, as aforesaid, all other 
obligations of Lessee hereunder shall be performed by Lessee, and Lessee 
shall have no claim against Lessor for any damage suffered by reason of any 
such damage, destruction, repair, remediation or restoration.

               (b)     If Lessor shall be obligated to repair or restore the 
Premises under the provisions of this Paragraph 9 and shall not commence, in 
a substantial and meaningful way, the repair of restoration of the Premises 
within ninety (90) days after such obligation shall accrue, Lessee may, at 
any time prior to the commencement of such repair or restoration, give 
written notice to Lessor and to any Lenders of which Lessee has actual notice 
of Lessee's election to terminate this Lease on a date not less than sixty 
(60) days following the giving of such notice.  If Lessee gives such notice 
to Lessor and such Lenders and such repair or restoration is not commenced 
within thirty (30) days after receipt of such notice, this Lease shall 
terminate as of the date specified in said notice.  If Lessor or a Lender 
commences the repair or restoration of the Premises within thirty (30) days 
after the receipt of such notice, this Lease shall continue in full force and 
effect.  "COMMENCE" as used in this Paragraph 9.6 shall mean either the 
unconditional authorization of the preparation of the required plans, or the 
beginning of the actual work on the Premises, whichever occurs first.

       9.7     HAZARDOUS SUBSTANCE CONDITIONS.  If a Hazardous Substance
Condition occurs, unless Lessee is legally responsible therefor (in which case
Lessee shall make the investigation and remediation thereof required by
Applicable Requirements and this Lease shall continue in full force and effect,
but subject


                                                                INITIALS:  KEO
                                                                          -----
                                                                            SD
MULTI-TENANT--MODIFIED NET             -5-                                -----
-C- American Industrial Real Estate Association 1993

<PAGE>

to Lessor's rights under Paragraph 6.2(c) and Paragraph 13), Lessor may at
Lessor's option either (i) investigate and remediate such Hazardous Substance
Condition, if required, as soon as reasonably possible at Lessor's expense, in
which event this Lease shall continue in full force and effect, or (ii) if the
estimated cost to investigate and remediate such condition exceeds twelve (12)
times the then monthly Base Rent or $100,000 whichever is greater, give
written notice to Lessee within thirty (30) days after receipt by Lessor of
knowledge of the occurrence of such Hazardous Substance Condition of Lessor's
desire to terminate this Lease as of the date sixty (60) days following the date
of such notice.  In the event Lessor elects to give such notice of Lessor's
intention to terminate this Lease, Lessee shall have the right within ten (10)
days after the receipt of such notice to give written notice to Lessor of
Lessee's commitment to pay for the excess costs of (a) investigation and
remediation of such Hazardous Substance Condition to the extent required by
Applicable Requirements, over (b) an amount equal to twelve (12) times the then
monthly Base Rent or $100,000, whichever is greater.  Lessee shall provide
Lessor with the funds required of Lessee or satisfactory assurance thereof
within thirty (30) days following said commitment by Lessee.  In such event this
Lease shall continue in full force and effect, and Lessor shall proceed to make
such investigation and remediation as soon as reasonably possible after the
required funds are available.  If Lessee does not give such notice and provide
the required funds or assurance thereof within the time period specified above,
this Lease shall terminate as of the date specified in Lessor's notice of
termination.

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

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

10.    REAL PROPERTY TAXES.

       10.1    PAYMENT OF TAXES.  Lessor shall pay the Real Property Taxes, as
defined in Paragraph 10.2, applicable to the Industrial Center, and except as
otherwise provided in Paragraph 10.3, any such amounts shall be included in the
calculation of Common Area Operating Expenses in accordance with the provisions
of Paragraph 4.2.

       10.2  REAL PROPERTY TAX DEFINITION.  As used herein, the term "REAL
PROPERTY TAXES" shall include any form of real estate tax or assessment,
general, special, ordinary or extraordinary, and any license fee, commercial
rental tax, improvement bond or bonds, levy or tax (other than inheritance,
personal income or estate taxes) imposed upon the Industrial Center by any
authority having the direct or indirect power to tax, including any city, state
or federal government, or any school, agricultural, sanitary, fire, street,
drainage, or other improvement district thereof, levied against any legal or
equitable interest of Lessor in the Industrial Center or any portion thereof,
Lessor's right to rent or other income therefrom, and/or Lessor's business of
leasing the Premises.  The term "REAL PROPERTY TAXES" shall also include any
tax, fee, levy, assessment or charge, or any increase therein, imposed by reason
of events occurring, or changes in Applicable Law taking effect, during the term
of this Lease, including but not limited to a change in the ownership of the
Industrial Center or in the improvements thereon, the execution of this Lease,
or any modification, amendment or transfer thereof, and whether or not
contemplated by the Parties.  In calculating Real Property Taxes for any
calendar year, the Real Property Taxes for any real estate tax year shall be
included in the calculation of Real Property Taxes for such calendar year based
upon the number of days which such calendar year and tax year have in common.

       10.3    ADDITIONAL IMPROVEMENTS.  Common Area Operating Expenses shall
not include Real Property Taxes specified in the tax assessor's records and work
sheets as being caused by additional improvements placed upon the Industrial
Center by other lessees or by Lessor for the exclusive enjoyment of such other
lessees.  Notwithstanding Paragraph 10.1 hereof, Lessee shall, however, pay to
Lessor at the time Common Area Operating Expenses are payable under Paragraph
4.2, the entirety of any increase in Real Property Taxes if assessed solely by
reason of Alterations, Trade Fixtures or Utility Installations placed upon the
Premises by Lessee or at Lessee's request.

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

       10.5    LESSEE'S PROPERTY TAXES.  Lessee shall pay prior to delinquency
all taxes assessed against and levied upon Lessee-Owned Alterations and Utility
Installations, Trade Fixtures, furnishings, equipment and all personal property
of Lessee contained in the Premises or stored within the Industrial Center.
When possible, Lessee shall cause its Lessee-Owned Alterations and Utility
Installations, Trade Fixtures, furnishings, equipment and all other personal
property to be assessed and billed separately from the real property of Lessor.
If any of Lessee's said property shall be assessed with Lessor's real property,
Lessee shall pay Lessor the taxes attributable to Lessee's property within ten
(10) days after receipt of a written statement setting forth the taxes
applicable to Lessee's property.

11.    UTILITIES.  Lessee shall pay directly for all utilities and services
supplied to the Premises, including but not limited to electricity, telephone,
security, gas and cleaning of the Premises, together with any taxes thereon.  If
any such utilities or services are not separately metered to the Premises or
separately billed to the Premises, Lessee shall pay to Lessor a reasonable
proportion to be determined by Lessor of all such charges jointly metered or
billed with other premises in the Building, in the manner and within the time
periods set forth in Paragraph 4.2(d).  Electrical & phone service to be in 
Lessee's name and be paid directly by Lessee.

12.    ASSIGNMENT AND SUBLETTING.

       12.1    LESSOR'S CONSENT REQUIRED.  Lessor's consent will be 
reasonable and timely

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

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

               (e)     Lessee's remedy for any breach of this Paragraph 12.1 by
Lessor shall be pursuant to applicable laws.

       12.2    TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

               (a)     Regardless of Lessor's consent, any assignment or
subletting shall not (i) be effective without the express written assumption by
such assignee or sublessee of the obligations of Lessee under this Lease, (ii)
release Lessee of any obligations hereunder, nor (iii) alter the primary
liability of Lessee for the payment of Base Rent and other sums due Lessor
hereunder or for the performance of any other obligations to be performed by
Lessee under this Lease.

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

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

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

               (e)     Each request for consent to an assignment or 
subletting shall be in writing, accompanied by information relevant to 
Lessor's determination as to the financial and operational responsibility and 
appropriateness of the proposed assignee or sublessee, including but not 
limited to the intended use and/or required modification of the Premises, if 
any, together with a non-refundable deposit of $750.00, as reasonable 
consideration for Lessor's considering and processing the request for 
consent. Lessee agrees to provide Lessor with such other or additional 
information and/or documentation as may be reasonably requested by Lessor.

               (f)     Any assignee of, or sublessee under, this Lease 
shall, by reason of accepting such assignment or entering into such sublease, 
be deemed, for the benefit of Lessor, to have assumed and agreed to conform 
and comply with each and every term, covenant, condition and obligation 
herein to be observed or performed by Lessee during the term of said 
assignment or sublease, other than such obligations as are contrary to or 
inconsistent with provisions of an assignment or sublease to which Lessor has 
specifically consented in writing.  See Lease Para. 12.3 "*"


                                                                INITIALS:  KEO
                                                                          -----
                                                                            SD
MULTI-TENANT--MODIFIED NET             -6-                                -----
-C- American Industrial Real Estate Association 1993

<PAGE>


               (g)

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

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

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

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

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

               (e)     Lessor shall deliver a copy of any notice of Default 
or Breach by Lessee to the sublessee, who shall have the right to cure the 
Default of Lessee within the grace period, if any, specified in such notice. 
The sublessee shall have a right of reimbursement and offset from and against 
Lessee for any such Defaults cured by the sublessee. *Notwithstanding, Lessee 
is permitted to a sublease under these terms which may yield a profit to 
Lessee.

13.    DEFAULT; BREACH; REMEDIES.

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

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

               (b)     Except as expressly otherwise provided in this Lease, 
the failure by Lessee to make any payment of Base Rent, Lessee's Share of 
Common Area Operating Expenses, or any other monetary payment required to be 
made by Lessee hereunder as and when due, the failure by Lessee to provide 
Lessor with reasonable evidence of insurance or surety bond required under 
this Lease, or the failure of Lessee to fulfill any obligation under this 
Lease which endangers or threatens life or property, where such failure 
continues for a period of five (5) days following written notice thereof by 
or on behalf of Lessor to Lessee. See FLA Para. 7

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

               (d)     A Default by Lessee as to the terms, covenants, 
conditions or provisions of this Lease, or of the rules adopted under 
Paragraph 40 hereof that are to be observed, complied with or performed by 
Lessee, other than those described in Subparagraphs 13.1(a), (b) or (c), 
above, where such Default continues for a period of thirty (30) days after 
written notice thereof by or on behalf of Lessor to Lessee, provided, 
however, that if the nature of Lessee's Default is such that more than thirty 
(30) days are reasonably required for its cure, then it shall not be deemed 
to be a Breach of this Lease by Lessee if Lessee commences such cure within 
said thirty (30) day period and thereafter diligently prosecutes such cure to 
completion.

               (e)     The occurrence of any of the following events: (i) the 
making by Lessee of any general arrangement or assignment for the benefit of 
creditors; (ii) Lessee's becoming a "debtor" as defined in 11 U.S. Code 
Section 101 or any successor statute thereto (unless, in the case of a 
petition filed against Lessee, the same is dismissed within sixty (60) days); 
(iii) the appointment of a trustee or receiver to take possession of 
substantially all of Lessee's assets located at the Premises or of Lessee's 
interest in this Lease, where possession is not restored to Lessee within 
thirty (30) days; or (iv) the attachment, execution or other judicial seizure 
of substantially all of Lessee's assets located at the Premises or of Lessee's 
interest in this Lease, where such seizure is not discharged within thirty 
(30) days; provided, however, in the event that any provision of this 
Subparagraph 13.1(e) is contrary to any applicable law, such provision shall 
be of no force or effect, and shall not affect the validity of the remaining 
provisions.

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

               (g)

       13.2    REMEDIES. If Lessee fails to perform any affirmative duty or 
obligation of Lessee under this Lease, within ten (10) days after written 
notice to Lessee (or in case of an emergency, without notice), Lessor may at 
its option (but without obligation to do so), perform such duty or obligation 
on Lessee's behalf, including but not limited to the obtaining of reasonably 
required bonds, insurance policies, or governmental licenses, permits or 
approvals. The costs and expenses of any such performance by Lessor shall be 
due and payable by Lessee to Lessor upon invoice therefor. If any check given 
to Lessor by Lessee shall not be honored by the bank upon which it is drawn, 
Lessor, at its own option, may require all future payments to be made under 
this Lease by Lessee to be made only by cashier's check. In the event of a 
Breach of this Lease by Lessee (as defined in Paragraph 13.1), with or 
without further notice or demand, and without limiting Lessor in the exercise 
of any right or remedy which Lessor may have by reason of such Breach, Lessor 
may:  See FLA Para. 74

               (a)     Terminate Lessee's right to possession of the Premises 
by any lawful means, in which case this Lease and the term hereof shall 
terminate and Lessee shall immediately surrender possession of the Premises 
to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) 
the worth at the time of the award of the unpaid rent which had been earned 
at the time of termination; (ii) the worth at the time of award of the amount 
by which the unpaid rent which would have been earned after termination until 
the time of award exceeds the amount of such rental loss that the Lessee 
proves could have been reasonably avoided; (iii) the worth at the time of 
award of the amount by which the unpaid rent for the balance of the term 
after the time of award exceeds the amount of such rental loss that the 
Lessee proves could be reasonably avoided; and (iv) any other amount 
necessary to compensate Lessor for all the detriment proximately caused by 
the Lessee's failure to perform its obligations under this Lease or which in 
the ordinary course of things would be likely to result therefrom, including 
but not limited to the cost of recovering possession of the Premises, 
expenses of reletting, including necessary renovation and alteration of the 
Premises, reasonable attorneys' fees and that portion of any leasing 
commission paid by Lessor in connection with this Lease applicable to the 
unexpired term of this Lease. The worth at the time of award of the amount 
referred to in provision (iii) of the immediately preceding sentence shall be 
computed by discounting such amount at the discount rate of the Federal 
Reserve Bank of San Francisco or the Federal Reserve Bank District in which 
the Premises are located at the time of award plus one percent (1%). Efforts 
by Lessor to mitigate damages caused by Lessee's Default or Breach of this 
Lease shall not waive Lessor's right to recover damages under this Paragraph 
13.2. If termination of this Lease is obtained through the provisional remedy 
of unlawful detainer, Lessor shall have the right to recover in such 
proceeding the unpaid rent and damages as are recoverable therein, or Lessor 
may reserve the right to recover all or any part thereof in a separate suit 
for such rent and/or damages. If a notice and grace period required under 
Subparagraph 13.1(b), (c) or (d) was not previously given, a notice to pay 
rent or quit, or to perform or quit, as the case may be, given to Lessee 
under any statute authorizing the forfeiture of leases for unlawful detainer 
shall also constitute the applicable notice for grace period purposes 
required by Subparagraph 13.1(b), (c) or (d). In such case, the applicable 
grace period under the unlawful detainer statute shall run concurrently after 
the one such statutory notice, and the failure of Lessee to cure the Default 
within the greater of the two (2) such grace periods shall constitute both an
unlawful detainer and a Breach of this Lease entitling Lessor to the remedies 
provided for in this Lease and/or by said statute.

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

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


                                                                INITIALS:  KEO
                                                                          -----
                                                                            SD
MULTI-TENANT--MODIFIED NET             -7-                                -----
-C- American Industrial Real Estate Association 1993

<PAGE>


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

       13.3

       13.4    LATE CHARGES. Lessee hereby acknowledges that late payment by 
Lessee to Lessor of rent and other sums due hereunder will cause Lessor to 
incur costs not contemplated by this Lease, the exact amount of which will be 
extremely difficult to ascertain. Such costs include, but are not limited to, 
processing and accounting charges, and late charges which may be imposed upon 
Lessor by the terms of any ground lease, mortgage or deed of trust covering 
the Premises. Accordingly, if any installment of rent or other sum due from 
Lessee shall not be received by Lessor or Lessor's designee within ten (10) 
days after such amount shall be due, then, without any requirement for notice 
to Lessee, Lessee shall pay to Lessor a late charge equal to five percent (5%)
of such overdue amount. The parties hereby agree that such late charge 
represents a fair and reasonable estimate of the costs Lessor will incur by 
reason of late payment by Lessee. Acceptance of such late charge by Lessor 
shall in no event constitute a waiver of Lessee's Default or Breach with 
respect to such overdue amount, nor prevent Lessor from exercising any of the 
other rights and remedies granted hereunder. In the event that a late charge 
is payable hereunder, whether or not collected, for three (3) consecutive 
installments of Base Rent, then notwithstanding Paragraph 4.1 or any other 
provision of this Lease to the contrary, Base Rent shall, at Lessor's option, 
become due and payable quarterly in advance.

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

14.    CONDEMNATION. If the Premises or any portion thereof are taken under 
the power of eminent domain or sold under the threat of the exercise of said 
power (all of which are herein called "condemnation"), this Lease shall 
terminate as to the part so taken as of the date the condemning authority 
takes title or possession, whichever first occurs. If more than ten percent 
(10%) of the floor area of the Premises, or more than twenty-five percent 
(25%) of the portion of the Common Areas designated for Lessee's parking, is 
taken by condemnation, Lessee may, at Lessee's option, to be exercised in 
writing within ten (10) days after Lessor shall have given Lessee written 
notice of such taking (or in the absence of such notice, within ten (10) days 
after the condemning authority shall have taken possession) terminate this 
Lease as of the date the condemning authority takes such possession. If 
Lessee does not terminate this Lease in accordance with the foregoing, this 
Lease shall remain in full force and effect as to the portion of the Premises 
remaining, except that the Base Rent shall be reduced in the same proportion 
as the rentable floor area of the Premises taken bears to the total rentable 
floor area of the Premises. No reduction of Base Rent shall occur if the 
condemnation does not apply to any portion of the Premises. Any award for the 
taking of all or any part of the Premises under the power of eminent domain 
or any payment made under threat of the exercise of such power shall be the 
property of Lessor, whether such award shall be made as compensation for 
diminution of value of the leasehold or for the taking of the fee, or as 
severance damages; provided, however, that Lessee shall be entitled to any 
compensation, separately awarded to Lessee for Lessee's relocation expenses 
and/or loss of Lessee's Trade Fixtures. In the event that this Lease is not 
terminated by reason of such condemnation, Lessor shall to the extent of its 
net severance damages received, over and above Lessee's Share of the legal 
and other expenses incurred by Lessor in the condemnation matter, repair any 
damage to the Premises caused by such condemnation authority. Lessee shall be 
responsible for the payment of any amount in excess of such net severance 
damages required to complete such repair.

15.    BROKERS' FEES.

       15.1    PROCURING CAUSE. The Broker(s) named in Paragraph 1.10 is/are 
the procuring cause of this Lease.

       15.2    ADDITIONAL TERMS. Unless Lessor and Broker(s) have otherwise 
agreed in writing, Lessor agrees that: (a) if Lessee exercises any Option (as 
defined in Paragraph 39.1) granted under this Lease or any Option 
subsequently granted, or (b) if Lessee acquires any rights to the Premises or 
other premises in which Lessor has an interest, or (c) if Lessee remains in 
possession of the Premises with the consent of Lessor after the expiration of 
the term of this Lease after having failed to exercise an Option, or (d) if 
said Brokers are the procuring cause of any other lease or sale entered into 
between the Parties pertaining to the Premises and/or any adjacent property 
in which Lessor has an interest, or (e) if Base Rent is increased, whether by 
agreement or operation of an escalation clause herein, then as to any of said 
transactions, Lessor shall pay said Broker(s) a fee in accordance with the 
schedule of said Broker(s) in effect at the time of the execution of this 
Lease.

       15.3    ASSUMPTION OF OBLIGATIONS. Any buyer or transferee of Lessor's 
interest in this Lease, whether such transfer is by agreement or by operation 
of law, shall be deemed to have assumed Lessor's obligation under this 
Paragraph 15. Each Broker shall be an intended third party beneficiary of the 
provisions of Paragraph 1.10 and of this Paragraph 15 to the extent of its 
interest in any commission arising from this Lease and may enforce that right 
directly against Lessor and its successors.

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

16.    TENANCY AND FINANCIAL STATEMENTS.

       16.1    TENANCY STATEMENT.  See FLA Para. 75

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

17.    LESSOR'S LIABILITY. The term "LESSOR" as used herein shall mean the 
owner or owners at the time in question of the fee title to the Premises. In 
the event of a transfer of Lessor's title or interest in the Premises or in 
this Lease, Lessor shall deliver to the transferee or assignee (in cash or by 
credit) any unused Security Deposit held by Lessor at the time of such 
transfer or assignment. Except as provided in Paragraph 15.3, upon such 
transfer or assignment and delivery of the Security Deposit, as aforesaid, 
the prior Lessor shall be relieved of all liability with respect to the 
obligations and/or covenants under this Lease thereafter to be performed by 
the Lessor. Subject to the foregoing, the obligations and/or covenants in 
this Lease to be performed by the Lessor shall be binding only upon the 
Lessor as hereinabove defined.

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

19.    INTEREST ON PAST-DUE OBLIGATIONS. Any monetary payment due Lessor 
hereunder, other than late charges, not received by Lessor within ten (10) 
days following the date on which it was due, shall bear interest from the 
date due at the prime rate charged by the largest state chartered bank in the 
state in which the Premises are located plus four percent (4%) per annum, but 
not exceeding the maximum rate allowed by law, in addition to the potential 
late charge provided for in Paragraph 13.4.

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

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

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

23.    NOTICES.

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

       23.2    DATE OF NOTICE. Any notice sent by registered or certified 
mail, return receipt requested, shall be deemed given on the date of delivery 
shown on the receipt card, or if no delivery date is shown, the postmark 
thereon. If sent by regular mail, the notice shall be deemed given 
forty-eight (48) hours after the same is addressed as required herein and 
mailed with postage prepaid. Notices delivered by United States Express Mail 
or overnight courier that guarantees next day


                                                                INITIALS:  KEO
                                                                          -----
                                                                            SD
MULTI-TENANT--MODIFIED NET             -8-                                -----
-C- American Industrial Real Estate Association 1993

<PAGE>

delivery shall be deemed given twenty-four (24) hours after delivery of the 
same to the United States Postal Service or courier. If any notice is 
transmitted by facsimile transmission or similar means, the same shall be 
deemed served or delivered upon telephone or facsimile confirmation of 
receipt of the transmission thereof, provided a copy is also delivered via 
delivery or mail. If notice is received on a Saturday or a Sunday or a legal 
holiday, it shall be deemed received on the next business day.

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

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

26.    NO RIGHT TO HOLDOVER. Lessee has no right to retain possession of the 
Premises or any part thereof beyond the expiration or earlier termination of 
this Lease. In the event that Lessee holds over in violation of this 
Paragraph 26 then the Base Rent payable from and after the time of the 
expiration or earlier termination of this Lease shall be increased to 125% of 
the Base Rent applicable during the month immediately preceding such 
expiration or earlier termination.  Nothing contained herein shall be 
construed as a consent by Lessor to any holding over by Lessee.

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

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

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

30.    SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

       30.1    SUBORDINATION. This Lease and any Option granted hereby shall 
be subject and subordinate to any ground lease, mortgage, deed of trust, or 
other hypothecation or security device (collectively, "SECURITY DEVICE"), now 
or hereafter placed by Lessor upon the real property of which the Premises 
are a part, to any and all advances made on the security thereof, and to all 
renewals, modifications, consolidations, replacements and extensions thereof. 
Lessee agrees that the Lenders holding any such Security Device shall have no 
duty, liability or obligation to perform any of the obligations of Lessor 
under this Lease, but that in the event of Lessor's default with respect to 
any such obligation, Lessee will give any Lender whose name and address have 
been furnished Lessee in writing for such purpose notice of Lessor's default 
pursuant to Paragraph 13.5. If any Lender shall elect to have this Lease 
and/or any Option granted hereby superior to the lien of its Security Device 
and shall give written notice thereof to Lessee, this Lease and such Options 
shall be deemed prior to such Security Device, notwithstanding the relative 
dates of the documentation or recordation thereof.

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

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

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

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

32.    LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS. Lessor and Lessor's 
agents shall have the right to enter the Premises at any time, in the case of 
an emergency, and otherwise at reasonable times for the purpose of showing 
the same to prospective purchasers, lenders, or lessees, and making such 
alterations, repairs, improvements or additions to the Premises or to the 
Building, as Lessor may reasonably deem necessary. Lessor may at any time 
place on or about the Premises or Building any ordinary "For Sale" signs and 
Lessor may at any time during the last one hundred eighty (180) days of the 
term hereof place on or about the Premises any ordinary "For Lease" signs. 
All such activities of Lessor shall be without abatement of rent or liability 
to Lessee.  See FLA Para. 76

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

34.    SIGNS. Lessee shall not place any sign upon the exterior of the 
Premises or the Building, except that Lessee may, with Lessor's prior written 
consent, install (but not on the roof) such signs as are reasonably required 
to advertise Lessee's own business so long as such signs are in a location 
designated by Lessor and comply with Applicable Requirements and the signage 
criteria established for the Industrial Center by Lessor. The installation of 
any sign on the Premises by or for Lessee shall be subject to the provisions of 
Paragraph 7 (Maintenance, Repairs, Utility Installations, Trade Fixtures and 
Alterations). Unless otherwise expressly agreed herein, Lessor reserves all 
rights to the use of the roof of the Building, and the right to install 
advertising signs on the Building, including the roof, which do not 
unreasonably interfere with the conduct of Lessee's business; Lessor shall be 
entitled to all revenues from such advertising signs.  See FLA Para. 77

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

36.    CONSENTS.

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

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

37.    GUARANTOR.

        37.2   ADDITIONAL OBLIGATIONS OF GUARANTOR.

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


                                                                INITIALS:  KEO
                                                                          -----
                                                                            SD
MULTI-TENANT--MODIFIED NET             -9-                                -----
-C- American Industrial Real Estate Association 1993

<PAGE>

39.    OPTIONS.

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

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

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

       39.4    EFFECT OF DEFAULT ON OPTIONS.

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

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

               (c)     All rights of Lessee under the provisions of an Option 
shall terminate and be of no further force or effect, notwithstanding 
Lessee's due and timely exercise of the Option, if, after such exercise and 
during the term of this Lease, (i) Lessee fails to pay to Lessor a monetary 
obligation of Lessee for a period of thirty (30) days after such obligation 
becomes due (without any necessity of Lessor to give notice thereof to 
Lessee), or (ii) Lessor gives to Lessee three (3) or more notices of separate 
Defaults under Paragraph 13.1 during any twelve (12) month period, whether or 
not the Defaults are cured, or (iii) if Lessee commits a Breach of this 
Lease.

40.    RULES AND REGULATIONS.  Lessee agrees that it will abide by, and keep 
and observe all reasonable rules and regulations ("Rules and Regulations") 
which Lessor may make from time to time for the management, safety, care, and 
cleanliness of the grounds, the parking and unloading of vehicles and the 
preservation of good order, as well as for the convenience of other 
occupants or tenants of the Building and the Industrial Center and their 
invitees.  See FLA Para. 78

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

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

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

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

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

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

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

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

First Lease Addendum incorporates Paragraphs 49 through 78 into this Lease 
agreement.


                                                                INITIALS:  KEO
                                                                          -----
                                                                            SD
MULTI-TENANT--MODIFIED NET            -10-                                -----
-C- American Industrial Real Estate Association 1993

<PAGE>

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

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

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

<TABLE>
<S>                                                    <C>
Executed at:  Sacramento, California                   Executed at:  Brookland Park, Minnesota
           --------------------------------------                  -------------------------------------
on:               5-1-98                               on:          May 1, 1998
   ----------------------------------------------         ----------------------------------------------


By LESSOR:                                             By LESSEE:                                       
 SUN RIVER PROPERTIES, INC. A CALIFORNIA                NORTHSTAR COMPUTER FORMS, INC. A
-------------------------------------------------      -------------------------------------------------
 CORPORATION.                                           MINNESOTA CORPORATION
-------------------------------------------------      -------------------------------------------------
By:  /s/ Scott A. Downes                               By:  /s/ Kenneth E. Overstreet
   ----------------------------------------------         ----------------------------------------------
Name Printed:  Scott A. Downes                         Name Printed:  Kenneth E. Overstreet
            -------------------------------------                  -------------------------------------
Title:         President                               Title:         President
      -------------------------------------------            -------------------------------------------
By:                                                    By:                                              
   ----------------------------------------------         ----------------------------------------------
Name Printed:                                          Name Printed:                                    
            -------------------------------------                  -------------------------------------
Title:                                                 Title:                                           
      -------------------------------------------            -------------------------------------------
Address:  730 Howe Avenue, Ste 500                     Address:  7130 Northland Circle, North
        -----------------------------------------              -----------------------------------------
          Sacramento, CA 95825                                   Brookland Park, MN 55428
-------------------------------------------------      -------------------------------------------------
Telephone: (916) 564-4488                              Telephone: (612) 531-7340
                ---------------------------------                      ---------------------------------
Facsimile: (916) 564-4499                              Facsimile: (612) 535-5671
                ---------------------------------                      ---------------------------------
 ALL NOTICES TO LESSOR SENT TO:
 Panattoni & Johnson at Address Below.
BROKER: CB COMMERCIAL REAL ESTATE GROUP                BROKER: CORPORATE FACILITY CONSULTING (CFC) CRESA

Executed at:  Denver, Colorado                         Executed at:  Englewood, Colorado
           --------------------------------------                  -------------------------------------
on:                                                    on: 
   ----------------------------------------------         ----------------------------------------------
By:                                                    By:                                              
   ----------------------------------------------         ----------------------------------------------
Name Printed:  James M. Bolt                           Name Printed:  James A. Cloud, CCIM
            -------------------------------------                  -------------------------------------
Title:         Sr. Vice President                      Title:
      -------------------------------------------            -------------------------------------------
Address:  1050 Seventeenth St., Ste 800                Address:  7600 East Orchard Rd., Ste 230S
        -----------------------------------------              -----------------------------------------
          Denver, CO 80265                                       Englewood, CO 80111
-------------------------------------------------      -------------------------------------------------
Telephone: (303) 628-1710                              Telephone: (303) 694-3311
               ----------------------------------                      ---------------------------------
Facsimile: (303) 628-1728                              Facsimile: (303) 771-4403
               ----------------------------------                      ---------------------------------
</TABLE>

NOTE: These forms are often modified to meet changing requirements of law and 
needs of the industry. Always write or call to make sure you are utilizing 
the most current form: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 South 
Flower Street, Suite 600, Los Angeles, CA 90017. (213) 687-8777.

NOTCES FOR LESSOR SENT TO:
Panattoni & Johnson                    Phone: (916) 362-5571
ATTN: Bolder Property Management       Facsimile: (916) 362-1061
9806 Old Winery Place, Ste #1
Sacramento, CA 95827


                                                                INITIALS:  KEO
                                                                          -----
                                                                            SD
MULTI-TENANT--MODIFIED NET            -11-                                -----
-C- American Industrial Real Estate Association 1993

<PAGE>
                                       
                            FIRST LEASE ADDENDUM
    TO STANDARD AIR INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE-MODIFIED NET

In the event of a conflict between the terms of this Addendum and the 
provisions of the printed form of the AIR Lease, the provisions of the 
Addendum shall govern. Therefore, the following provisions shall amend that 
certain Lease agreement between Sun River Properties, Inc. as "Lessor" and 
Northstar Computer Forms, Inc. as "Lessee", dated for reference purposes 
only, May 1, 1998 and affecting that certain Property known as 4403 Table 
Mountain Drive, Suite "B", Golden, Colorado, Jefferson County:

49.  PARKING

     Tenant's allotted thirty (30) non-exclusive parking spaces to include 
     twenty four (24) non-exclusive spaces located in the surface lot 
     directly in front of the Premises, and the balance to be located either 
     within the surface lot directly behind the Building or within the 
     surface lot directly adjacent to the Building. Lessee shall not be 
     charged rent in any form, or a toll, for the use of these parking spaces 
     for the life of the term and options.

50.  LEASE TERM COMMENCEMENT

     Conditioned upon the Lessee's ratification and execution of the final 
     Lease agreement by no later than May 1, 1998, the Commencement Date of 
     the Lease will be July 1, 1998.  Lessor shall then be obligated to 
     deliver the Premises to Lessee in "Substantially Completed" condition on 
     or before July 1, 1998 under the terms of this Lease. Should Lessee 
     delay in executing the final Lease agreement beyond May 1, 1998, the 
     Commencement Date, and the date upon which Lessor will be obligated to 
     turn over the Premises in Substantially Complete condition, will be the 
     date which is sixty (60) days after the Effective Date as defined in 
     Paragraph 66 of this Lease. Should the latter occur, a separate written 
     agreement will be attached to the Lease in the form of a "SECOND LEASE 
     ADDENDUM" documenting the revised and true Effective Date and 
     Commencement Date of the Lease.

     Should Lessor anticipate Substantially Completing the Premises prior to 
     July 1, 1998, Lessor shall notify Lessee ten (10) days in advance of the 
     date upon which Lessor expects to deliver the Premises to Lessee. 
     "Substantial Complete" is defined as the completion of the Tenant 
     Improvements whereby the Lessor's architect, engineer or general 
     contractor states that the Premises has been completed in accordance 
     with the plans and specifications except for minor items needing 
     correction ("punchlist items"), which do not materially affect the 
     building, and upon the earlier date of a) issuance of a certificate of 
     occupancy by the jurisdiction with inspection authority or b) issuance 
     of a temporary certificate of occupancy, either formally or informally 
     issued, by the jurisdiction having inspection authority. An "informal 
     certificate of occupancy" is defined as either a written or verbal 
     authorization by authorized personnel of the inspecting entity which 
     allows the tenant to occupy the space subject to defined conditions. 
     Should Lessor fail to deliver the Premises to the Lessee as agreed to 
     herein, the Lessee will be permitted the rights and actions set forth in 
     Addendum Paragraph 55.

51.  BASE RENT SCHEDULE/RENT INCREASES

     The MONTHLY TRIPLE-NET (NNN) base rental schedule shall be as follows. 
     The corresponding yearly per square foot amounts are stated for 
     reference purposes. Annual Lease Rent to be paid in twelve (12) equal 
     monthly installments:

     Months 1-2:     $     0.00 (No base rent or NNN Expenses to be Paid)
     Months 3-26:    $ 9,178.40 monthly ($4.78 psf/yr. + NNN Expenses)
     Months 27-38:   $ 9,658.44 monthly ($5.03 psf/yr. + NNN Expenses)
     Months 39-50:   $ 9,946.46 monthly ($5.18 psf/yr. + NNN Expenses)
     Months 51-62:   $10,234.49 monthly ($5.33 psf/yr. + NNN Expenses)
     Months 63-86:   $10,522.51 monthly ($5.48 psf/yr. + NNN Expenses)

                                                                INITIALS:  KEO
                                                                          -----
                                                                            SD
Page 1 of 9                                                               -----
First Lease Addendum - May 1, 1998

<PAGE>

     default of its Lease or delinquent in rental payments prior to the time of
     Notice or expiration of the primary lease term or first option period.

     OPTION RENT: The monthly rental rate of the option period shall be
     established at the Fair Market Rent (FMR) for space in comparable class
     buildings in the same submarket. In the event Lessor and Lessee are unable
     to agree on a FMR rental rate, the Lessor shall hire, at its own expense,
     an independent rent appraiser to determine FMR. Should Lessee disagree with
     the rent appraisal, Lessee will then hire its own independent rent
     appraiser to establish the FMR lease rate. The resulting two appraisals
     shall be averaged, yielding the proposed lease rate. Should Lessor and
     Lessee disagree as to this Value, the two shall mutually select a third
     rent appraiser who shall, at its option, decide between the two values
     previously established, or conduct an investigation to establish its own
     value. The decision rendered by the third rent appraiser will be the final
     base lease rate for the first year of the Option period. A schedule for
     annual rent adjustments shall be negotiated to reflect conditions in the
     market at the time each option is exercised.

53.  RIGHT TO EARLY TERMINATION

     Lessee shall have the option to terminate the Lease effective anytime after
     the end of the sixtieth (60th) month of the Lease term. Lessee shall give
     no less than six (6) months written notice ("Termination Notice") to Lessor
     in order to exercise its right to terminate the Lease. In exchange for
     invoking its right to terminate, Lessee shall pay, due upon the Termination
     Effective Date, the amount of the unamortized cost of both (a) the Tenant
     Improvements in excess of $75,000 provided by Lessor as outlined in this
     First Addendum and (b) the brokerage commissions paid by Lessor to Lessor's
     broker and Lessee's broker. The combined amounts of (a) and (b) shall be
     deemed the "Termination Payment". Amortization of the Termination Payment
     will be based on a seven (7) year period and shall be computed at an annual
     compound interest rate of ten percent (10%). The Calculation of the
     Termination Payment has been set forth in the attached EXHIBIT E using the
     Estimated TI Amount of $170,000.00 pursuant to Paragraph 57. The
     Termination Payment is subject to the cost of any changes that the Lessee
     is permitted to make pursuant to Paragraph 58 of this Addendum. Should
     Lessee's changes cause the Termination Payment to increase according to
     Paragraph 58, then a written Amendment to EXHIBIT E will be prepared and
     incorporated into the Lease as EXHIBIT E-2 memorializing the change and
     amending the Termination Payment accordingly. "Termination Effective Date"
     is hereby defined as the date which is six (6) months following the date
     upon which Lessor's receives Lessee's Termination Notice.

54.  PAYMENT OF NET CHARGES

     Lessee shall be responsible for all net charges based on 15.38% of the
     building. Net charges include all costs and expenses incurred by Lessor in
     connection with the property, without exception other than as agreed to in
     this Lease, including but not limited to all property taxes, utility
     charges, common area maintenance fees, assessment bond payments and Coors
     Technology Center Owners Association dues.

55.  DELAY IN POSSESSION

     Should the Lessor fail to turn over the Premises in Substantially Complete
     condition by July 1, 1998, the Lessee shall be granted one (1) day of base
     rent and Common Area Operating Expense abatement, collectively as "Penalty
     Free Rent", for each one (1) day of


                                                                INITIALS:  KEO
                                                                          -----
                                                                            SD
Page 2 of 9                                                               -----
First Lease Addendum - May 1, 1998

<PAGE>

     Lessor's delay beyond July 1, 1998. The Penalty Free Rent will be in
     addition to the abated rent already granted the Lessee under this Lease.
     Should Lessor's delays exceed September 1, 1998, the Lessee shall have the
     right to terminate the Lease without penalty. Should Lessee elect to
     terminate the Lease, it shall give the Lessor notice of its intent to do so
     by no later than August 25, 1998. Lessee's failure to give notice forfeits
     the right to cancel the Lease under this provision and abatement will
     continue until the Lessor delivers the Premises as agreed.

     Lessor's obligation to deliver the Premises by July 1, 1998, and therefore
     the Lessee's ability to enforce the provisions of this Paragraph 55, are
     subject to the conditions and terms further defined in Paragraph 50 of this
     Addendum. If the Lease is not ratified and executed by May 1, 1998, then
     all the dates of this provision will be adjusted accordingly and set forth
     in a "SECOND LEASE ADDENDUM".

     Lessee will not have the rights set forth in this Paragraph 55 should
     delays occur for any of the following reasons: (a) acts of God or "force
     majure" which cause delays in the construction or approval process, (b)
     delays in the local government approval processes which are not due to the
     Lessor's negligence or that of its contractor, (c) Lessee's failure to
     deliver to the Lessor in timely manner, and within mutually agreed upon
     deadlines set forth in EXHIBIT D-3, it's approved specifications and Tenant
     Improvement plans, (d) Lessee failure to respond in a timely manner
     throughout the design and construction process to matters which effect
     Lessor's ability to deliver the Premises as agreed and within the time
     agreed.

56.  BROKERAGE COMMISSION

     Lessor shall pay brokerage commissions pursuant to EXHIBIT H of this Lease
     to the following brokerage firms: to CB Commercial, Denver Office as
     Lessor's exclusive agent and to CFC / CRESA as Lessee's exclusive agent.

57.  TENANT IMPROVEMENTS

     Lessor shall cause to be constructed in the Premises, at its sole cost, the
     Tenant Improvements outlined in EXHIBIT C-1, Lessee's Proposed Tenant
     Improvement Floor Plan, and as further set forth by Lessee in EXHIBIT D-1,
     Lessee's Proposed Schedule of Improvements and EXHIBIT B, Lessee's Proposed
     Electrical and Lighting Schedule. The "Estimated TI Amount" of the Tenant
     Improvements outlined in Exhibits B, C-1 and D-1 is One Hundred Seventy
     Thousand and 00/100 Dollars ($170,000.00). This amount shall be used in the
     calculation of the Termination Payment subject to the provisions of
     Paragraph 58 of this First Addendum. Lessor and Lessee shall upon
     completion and mutual approval of such, add as Exhibit C-2 a reduced legal
     size copy of the Lessee's Final Tenant Improvement Floor Plan and as
     EXHIBIT D-2 a copy of the Lessor's Scope of Work for Tenant Improvements,
     based on the Lessee's Final Floor Plan.

58.  SCOPE OF WORK/BUILDING DESIGN/CHANGE ORDERS

     To be attached hereto and incorporated as part of this Lease will be
     EXHIBIT D-2. EXHIBIT D-2 will provide both parties with a set of
     construction specifications, assumptions and exclusions which are based on
     the Lessee's Final Tenant Improvement Floor Plan to be attached, and
     reduced to legal size form, as EXHIBIT C-2 upon Lease execution, or as soon
     as reasonably practical upon Lease execution, or within the time frames set
     forth in EXHIBIT D-3. Lessee is permitted to make changes ("Change Orders")
     up to an aggregate amount of $5,000.00 ("Change Limit") beyond the
     $170,000.00 Estimated TI Amount without effecting the lease rate or the
     Termination Payment. Should Lessee elect to make changes, it will put its
     request in writing to the Lessor, and the Lessor shall provide Lessee with
     the costs, in writing, associated with the change required by Tenant. If
     Lessee accepts the Change Order costs and these costs are in excess the
     Change Limit, or if these costs when combined when previous Change Orders
     exceed the Change Limit, then Lessee shall either; a) pay in cash, or
     certified funds, the cost of the Change Order(s) in excess of the $5,000.00
     Change Limit, or b) if, and only if, the aggregate costs of all 


                                                                INITIALS:  KEO
                                                                          -----
                                                                            SD
Page 3 of 9                                                               -----
First Lease Addendum - May 1, 1998

<PAGE>

     Change Orders exceed the Change Limit by more than $10,000, Lessee may
     elect to increase the rental rate based on the cost of the Change Order(s)
     which will be fully amortized over the seven year term at ten percent (10%)
     per annum. Change Orders executed after the Lease Commencement Date will be
     subject to an amortization schedule based on the remaining term of the
     Lease. Upon the occurrence of option (b), the amortized amount of the
     improvements will be added to the Termination Payment and be incorporated
     into the Lease as EXHIBIT E-2.

59.  ADHERENCE TO CC&R'S

     Lessee agrees to adhere to all requirements of the "Declaration of
     Protective Covenants for Coors Technology Center" as recorded with the
     County of Jefferson, State of Colorado on March 3, 1990 (document number
     90023452).

60.  IMPROVEMENTS REQUIRED BY CODE

     In accordance with provisions of this lease, in the event the County,
     responsible fire department or any other governmental agency or entity with
     jurisdictional authority requires additional improvements to the building
     due to Lessee's use, such improvements and any and all costs shall be at
     the sole cost, coordination and expense of Lessee unless otherwise mutually
     agreed.

61.  HAZARDOUS MATERIALS

     THE FOLLOWING PROVISIONS ARE IN ADDITION TO PARAGRAPHS 6.2 AND 9.7 OF THE
     LEASE: LESSEE'S RESPONSIBILITY TO TAKE ACTION IN REMEDYING A HAZARDOUS
     MATERIAL PROBLEM AS SET FORTH HEREIN IS LIMITED TO CAUSES ATTRIBUTABLE TO
     CONTAMINATION BY THE LESSEE:

     SECTION A: REPORTING REQUIREMENTS. Lessee or occupant, sublessee or
     assignee (collectively "User") shall be required to report to the federal,
     state, city and county division of environmental health or other applicable
     governmental division, agency, board or governing governmental authority
     all hazardous and extremely hazardous materials handled, stored, generated,
     manufactured, or otherwise occurring on all premises as required by
     federal, state and local statutes and/or regulations. Any such User shall,
     at its sole costs and expense, be required to clean up and abate any
     environmental pollutants and/or contamination resulting from the use,
     storage, manufacture, handling, spillage or other consequence of the
     presence of hazardous and/or extremely hazardous materials upon the
     Industrial Center caused by User, its employees, agents, contractors,
     invitees, sublessees or assignees. Lessee shall be required to adhere to
     all Federal, State and local statutes, laws, rules, regulations, and other
     orders regulating the presence, use, storage and disposal of toxic or
     hazardous materials.

     SECTION B: ENVIRONMENTAL COMPLIANCE. If User breaches the obligations
     stated herein, except as modified above, or if the presence of hazardous
     material on the Industrial Center caused or permitted by User results in
     the contamination of the Industrial Center, or if the contamination of the
     Industrial Center by hazardous material otherwise occurs in which the User
     is legally liable to Lessor for damage resulting therefrom, then Lessee
     shall indemnify, defend and hold Lessor harmless from any and all claims,
     judgments, damages, penalties, fines, costs, liabilities or losses
     (including, without limitation, diminution in value of the Industrial
     Center, damages for the loss or restriction on use of rentable or usable
     space or any amenity of the Industrial Center, damages arising from any
     adverse impact on marketing of the Industrial Center, and sums paid in
     settlement of claims, reasonable attorney, consultant and expert fees)
     which arise during and after the lease term as a result of such
     contamination.

     The indemnification set forth herein shall run to the benefit of any bank
     or other lender to which Lessor or Lessor's successors and assigns may
     grant a security interest in the Industrial Center. This indemnification of
     Lessor by Lessee includes without limitation, costs incurred in connection
     with any investigation of site conditions or any clean up, remediation,
     removal or restoration work required by any federal, state or local


                                                                INITIALS:  KEO
                                                                          -----
                                                                            SD
Page 4 of 9                                                               -----
First Lease Addendum - May 1, 1998
<PAGE>

       governmental agency or political subdivision due to hazardous material 
       present in the soil or ground water on or under the Industrial Center 
       if caused or permitted by Lessee.  Without limiting the foregoing, if 
       the presence of any hazardous material on the Industrial Center 
       results in the contamination of the Industrial Center, Lessee shall 
       promptly take all actions at its sole expense as are necessary to 
       return the Industrial Center to the condition existing prior to the 
       introduction of hazardous material to the Industrial Center, provided 
       that Lessor's approval of such actions shall be first obtained, which 
       approval shall not be unreasonably withheld so long as such actions 
       would not potentially have any material adverse long-term or 
       short-term effect on the Industrial Center.

62.    USE OF FORKLIFTS

       Lessee shall be responsible for the repair of any damage it causes to the
       paved areas of the Property including, but not limited to, damage caused
       by the use of solid forklift tires on the asphalt paved areas.

63.    OUTSIDE STORAGE

       Any and all outside storage is strictly prohibited.  Outside storage is
       defined as stacking or storing items such as pallets, debris, product,
       equipment, etc. outside of the building shell without the express written
       consent of the Lessor.  Lessee shall not construct any outside storage
       structures, including fenced yards, without Lessor's express written
       approval.

64.    ASSIGNMENT OF LEASE

       Lessor reserves the right to assign this lease to another party.  Lessor
       may additionally notify Lessee of additional proposed "assignees" as
       required.  Lessor will provide Lessee written notice of the assignment a
       minimum of ten (10) day in advance.

65.    ARBITRATION OF DISPUTES PRIOR TO LEASE COMMENCEMENT

       Prior to the lease commencement date, Lessor and Lessee agree to the
       following arbitration provision:

       Any controversy arising out of or relating to the performance or
       interpretation of this Agreement, or the work performed under this
       Agreement, is subject to arbitration in accordance with the Construction
       Industry Arbitration Rules of the American Arbitration Association.
       Arbitrated disputes shall be decided in accordance with Colorado law.
       Any award entered in such arbitration proceeding shall be final, and may
       be specifically enforced in a court of competent jurisdiction.  Lessor
       shall continue to prosecute construction of the leasehold improvements
       during the pendency of any arbitration proceedings.

       "NOTICE: BY SIGNING IN THE SPACE BELOW, YOU ARE AGREEING TO HAVE ANY
       DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF
       DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION UNDER COLORADO LAW AND
       YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE
       LITIGATED IN A COURT OR BEFORE A JURY TRIAL.  BY SIGNING IN THE SPACE
       BELOW, YOU ARE GIVING UP YOUR JUDICIAL RIGHTS OF DISCOVERY AND APPEAL,
       UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF
       DISPUTES' PROVISIONS.  IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER
       AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE
       AUTHORITY OF THE COLORADO CODE OF CIVIL PROCEDURE.  YOUR AGREEMENT TO
       THIS ARBITRATION PROVISION IS VOLUNTARY.

       WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES
       ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES'
       PROVISION TO NEUTRAL


                                                                INITIALS:  KEO
                                                                          -----
                                                                            SD
Page 5 of 9                                                               -----
First Lease Addendum - May 1, 1998

<PAGE>
       ARBITRATION."

       ARBITRATION TO THE PROVISIONS OF PARAGRAPH 65.
       "ARBITRATION"
                                          /s/ KEO
                     ------               -------
                     LESSOR               LESSEE

    This arbitration provision shall not apply after the lease commencement
date.

66.    EFFECTIVE DATE

       The Effective Date of this Lease will be the date upon which both the
       Lessor and Lessee have executed the Lease agreement and Addendum(s).  If
       each of the required signatures fall on different dates, then the latest
       date will be utilized as the Effective Date of the Lease.

67.    LESSOR'S WARRANT AGAINST LATENT DEFECTS

       Regardless of anything contained in the Lease Paragraphs 2.2, 2.3 and 
       2.4 to the contrary, Lessor warrants the Premises against any latent 
       defects in construction for a period of 120 days from the Commencement 
       Date or through October 31, 1998, whichever later occurs.  To the best 
       of Lessor's knowledge, Lessor warrants that the Premises currently 
       complies, and will at the time Lessee takes occupancy, with all known 
       and applicable building codes and ordinances.  Should a latent defect 
       occur, Lessor will correct the problem at its expense.  Lessor will 
       not be responsible for damage or repairs cause by Lessee's negligence, 
       or that of Lessee's agents, employees, suppliers or representatives.  
       Furthermore, Lessor shall warrant for one (1) year from the Effective 
       Date of the Lease ("Systems Warranty Term") that the base building 
       systems, including but not limited to, the HVAC system, electrical 
       supply and distribution, roof system, security system (if any exists), 
       and plumbing system are, and will remain, in working order and in good 
       condition.  Should problems occur relative to these systems within the 
       Systems Warranty Term, then the Lessor shall make any necessary 
       repairs at its expense, without passing these expenses through to the 
       Lessee in the Common Area Operating Expenses.  Lessor's obligation to 
       correct problems or make repairs for these systems does not include 
       the problems or repairs due to the negligence of, or due to damage 
       caused by, the Lessee, its agents, employees, suppliers or 
       representatives.

68.    ADJUSTMENTS & RECONCILIATION OF OPERATING EXPENSES

       Regardless of anything contained in Paragraph 4.2(d) of the Lease to the
       contrary, the Lessor shall be permitted to revise its Common Area
       Operating Expenses no more than two (2) times per year, and Lessor shall
       reconcile the Common Area Operating Expenses by no later than April 15th
       of each year.  The Lessee shall be permitted to contest the amount of any
       Common Area Operating Expense that varies unreasonably from comparable
       common area operating expenses for like-kind properties in same
       sub-market.  However, Lessee shall not be permitted to withhold normal
       payment of it's proportionate share of Common Area Operating Expenses, or
       deduct any sum from the invoiced amount, nor withhold or deduct in
       similar fashion any sums from the Lessee's base rent.

69.    LESSEE'S REPAIRS, LESSOR NEGLIGENCE

       The Lessee shall not be responsible for performing the repairs or
       maintenance set forth in Paragraphs 7.1(a)(b) and (c) if the need for
       such repairs or maintenance is due to demonstrable negligence of the
       Lessor, its agents or employees.

70.    MODIFICATIONS TO PREMISES BY LESSEE

       70.1 ALTERATIONS BY LESSEE: Regardless of anything contained in Paragraph
       7.3(a) of the Lease to the contrary, the Lessee shall have the right to
       make additions and alterations (collectively as a "Change") to the
       Premises without the prior written consent of the Lessor subject to the
       following criteria: a.) each Change does not exceed more than


                                                                INITIALS:  KEO
                                                                          -----
                                                                            SD
Page 6 of 9                                                               -----
First Lease Addendum - May 1, 1998

<PAGE>

       $5,000.00 in cost, b.) a larger single Change in excess of $5,000.00 
       is not broken up into smaller segments to meet the $5,000.00 
       threshold, c.) each Change is compliant with the applicable building 
       codes, zoning restrictions, and other applicable laws, including the 
       restrictions of the Property CC &Rs, d.) each Change is performed in a 
       good workman like manner by a competent professional, certified or 
       licensed in their  field, using quality material, e.) each Change does 
       not involve alteration or penetration of the roof deck and its 
       components, or the HVAC or its components, g.) each Change which 
       involves the electrical system does not cause the system as a whole to 
       exceed its capacity.

       70.2 REMOVAL OF ALTERATIONS: Regardless of anything contained in 
       Paragraph 7.4 (b) of the Lease to the contrary, Lessee shall not be 
       obligated to remove alterations or installations, or to remodel the 
       Premises, including the initial work to be completed in the Premises 
       by the Lessor, when such alterations or installations are approved by 
       the Lessor, unless however, the Lessor's approval is a condition of 
       granting its approval for said alterations or installations.

71.    INDEMNIFICATION

       The following shall replace Lease Paragraph 8.7 in its entirety:

       8.7 (a) LESSEE INDEMNIFICATION. Lessee shall indemnify and save 
       harmless Lessor, and its directors, officers, partners, contractors, 
       invitees, employees and agents ("Lessor's Affiliates") (except for 
       loss or damage resulting from the negligence or willful misconduct of 
       Lessor or Lessor's Affiliates, or the breach of this Lease by Lessor) 
       from and against any and all claims, actions, damages, liabilities and 
       expenses, including reasonable attorney's fees, in connection with 
       loss of life, bodily injury and/or damage to property arising from or 
       out of any occurrence in or upon THE PREMISES, or any part thereof, 
       occasioned wholly or in part by any act or omission of Lessee, or its 
       directors, officers, partners, contractors, invitees, employees or 
       agents ("Lessee's Affiliates") thereon.

       With respect to any occurrence in or upon THE PREMISES, or any actions 
       based in whole or in part upon acts or omissions of Lessee, or 
       Lessee's Affiliates on or off THE PREMISES, Lessee shall defend Lessor 
       with counsel selected by Lessee and reasonably satisfactory to Lessor 
       (and shall indemnify and hold Lessor harmless from and against all 
       defense costs, including without limitation, reasonable attorney's 
       fees, court costs, discovery costs, expert witness fees, and related 
       expenses incurred in such defense) against any such claim or action. 
       Lessee shall pay such defense costs and fees as they accrue. Lessor 
       shall have the right to reject or to augment defense counsel appointed 
       by Lessee or its agents and to appoint replacement or additional 
       counsel at Lessor's sole cost and expense, and Lessee and its counsel 
       shall fully cooperate with Lessor's replacement or additional counsel. 
       In the event that Lessor is determined to be solely or jointly liable  
       with Lessee in any such claim or action, Lessor shall reimburse to 
       Lessee amounts expended or required to be expended by Lessee 
       hereunder, with such reimbursement to be based upon the relative 
       percentages of liability of Lessor and Lessee which are determined to 
       exist in any such claim or action.

       (b) LESSOR INDEMNIFICATION. Lessor shall indemnify and save harmless 
       Lessee and Lessee's Affiliates (except for loss or damage resulting 
       from the negligence or willful misconduct of Lessee or Lessee's 
       Affiliates, or the breach of this Lease by Lessee) from and against 
       any and all claims, actions, damages, liability and expenses, 
       including reasonable attorney's fees, in connection with loss of life, 
       bodily injury and/or damage to property arising from or out of any 
       occurrence in or upon THE PROPERTY, or any part thereof, occasioned 
       wholly or in part by any act or omission of Lessor or Lessor's 
       Affiliates thereon.

       With respect to any occurrence in or upon THE PROPERTY (other than THE 
       PREMISES), except for actions based in whole or in part upon the acts 
       or omissions of Lessee or Lessee's Affiliates (for which Lessee shall 
       defend Lessor pursuant to PARAGRAPH 8.7(a)), Lessor shall defend 
       Lessee with counsel selected by Lessor and reasonably satisfactory to 


                                                                INITIALS:  KEO
                                                                          -----
                                                                            SD
Page 7 of 9                                                               -----
First Lease Addendum - May 1, 1998

<PAGE>

       Lessee (and shall indemnify and hold Lessee harmless from and against 
       all defense costs, including without limitation, reasonable attorney's 
       fees, court costs, discovery costs, expert witness fees, and related 
       expenses incurred in such defense) against any such claim or action. 
       Lessor shall pay such defense costs and fees as they accrue. Lessee 
       shall have the right to reject or to augment defense counsel appointed 
       by Lessor or its agents and to appoint replacement or additional 
       counsel at Lessee's sole cost and expense, and Lessor and its counsel 
       shall fully cooperate with Lessee's replacement or additional counsel. 
       In the event that Lessee is determined to be solely or jointly liable 
       with Lessor in any such claim or action, Lessee shall reimburse to 
       Lessor amounts expended or required to be expended by Lessor 
       hereunder, with such reimbursement to be based upon the relative 
       percentages of liability of Lessee and Lessor which are determined to 
       exist in any such claim or action.

72.    DAMAGE AND DESTRUCTION TO PREMISES

       Lessee shall have the right to terminate the Lease if the Lessor, 
       under election or requirement as set forth under the provisions of 
       Paragraph 9 of the Lease, estimates by way of its licensed general 
       contractor, architect, or engineer that it will take longer than two 
       hundred forty (240) calendar days from the date a casualty occurs to 
       restore the Premises. Lessor shall give Lessee notice ("Restoration 
       Notice") of the estimated time that it will take Lessor's general 
       contractor to restore the Premises as soon as reasonably practical 
       after the date the casualty occurs, not to exceed thirty (30) days 
       from the date of the casualty. The time from the date of the casualty 
       to the Lessor's projected date of the restoration of the Premises 
       shall be considered the "Restoration Period". Lessor's estimate of the 
       time and cost to restore the Premises ("Restoration Estimate") will be 
       derived from Lessor's general contractor, architect or engineer or a 
       combination of all the foregoing. Upon Lessee's receipt of the 
       Restoration Notice, if the Restoration Period is greater than 240 
       days, then Lessee shall give Lessor notice of its intent to terminate 
       the Lease within fifteen (15) days of receiving the Restoration Notice 
       and Lessee's Lease shall terminate as of the date of the casualty. If 
       Lessor demonstrates good faith in obtaining its Restoration Estimate, 
       Lessee, at its option and in good faith, shall allow Lessor additional 
       time as may be necessary to complete its Restoration Estimate. This 
       additional time is to be agreed to by Lessee and Lessor in writing.

73.    AMENDMENT TO PARAGRAPH 13.1(b) - GRACE PERIOD FOR BREACH

       Lessee shall be permitted to be late beyond the ten (10) day grace 
       period set forth in Paragraph 13.4 not more than one (1) time per year 
       without Lessor considering Lessee in breach of its Lease so long as 
       the reason for Lessee's delay is not intentional in nature.

74.    AMENDMENT TO PARAGRAPH 13.2 - CHECKS NOT HONORED

       If any check given to Lessor by Lessee not be honored by the bank upon 
       which it is drawn more than two (2) times during any one calendar 
       year, Lessor, at its own option, may require all future payments to be 
       made under this Lease by Lessee to be made only by cashier's check.

75.    AMENDMENT TO PARAGRAPH 16 - TENANT ESTOPPEL CERTIFICATE

       Lessee, upon written notice of request by Lessor, will cooperate in 
       providing Lessor, Lessor's lender or appraiser an executed Tenant 
       Estoppel Certificate ("Estoppel"), or equivalent document, in a form 
       acceptable to Lessor, Lessor's lender or appraiser. Upon delivery by 
       Lessor of such written notice of request, Lessee will commence 
       efforts so as to provide delivery to Lessor of the Estoppel within 
       fifteen (15) calendars days thereafter.

76.    AMENDMENT TO PARAGRAPH 32 - ENTRY BY LESSOR

       Except in the instance of emergency, inspections of the Premises by 
       the Lessor shall be made with an employee of Lessee and will require 
       24 hour notice, either written or verbal.


                                                                INITIALS:  KEO
                                                                          -----
                                                                            SD
Page 8 of 9                                                               -----
First Lease Addendum - May 1, 1998

<PAGE>

77.    AMENDMENT TO PARAGRAPH 34 - SIGNS ON BUILDING

       Lessee shall be permitted to install its sign on the building, 
       however, any sign Lessee desires to place on the building must meet 
       all applicable codes, be approved by Lessor, and conform with the 
       Declaration of Protective Covenants for Coors Technology Center 
       attached as EXHIBIT F. Lessor's approval will not be unreasonably 
       withheld.

78.    AMENDMENT TO PARAGRAPH 40 - RULES & REGULATIONS

       As of the Effective Date of this Lease, the only written "Rules and 
       Regulations" of the Property are the terms and conditions set forth in 
       the "Declaration of Protective Covenants for Coors Technology Center" 
       attached as EXHIBIT F to this Lease. The Lessee will be bound to abide 
       the terms and conditions of this document. Currently, there are no 
       further Rules and Regulations of the Property.


By signing below, Lessor and Lessee acknowledge and agree to the additional 
provisions of this First Addendum as such provisions amend or supplement the 
terms and conditions of the Lease.



LESSOR:                                    LESSEE:
Sun River Properties, Inc.,                Northstar Computer Forms, Inc.,
a California Corporation                   a Minnesota Corporation
730 Howe Avenue, Ste. 500                  7130 Northland Circle, North
Sacramento, CA 95825                       Brookland Park, MN  55428

BY: Scott A. Downes                        BY: Kenneth E. Overstreet


/s/ Scott A. Downes             5-1-98    /s/ Kenneth E. Overstreet  May 1, 1998
--------------------------------------    --------------------------------------
President                         DATE     President                        DATE

NOTICE TO LESSOR TO BE SENT TO:

Panattoni & Johnson
ATTN:  Bolder Property Management
9806 Old Winery Place, Suite 1
Sacramento, CA  95827
Telephone:  (916) 362-5571
Facsimile:  (916) 362-0161


                                                                INITIALS:  KEO
                                                                          -----
                                                                            SD
Page 9 of 9                                                               -----
First Lease Addendum - May 1, 1998