<PAGE>
                                                                 Exhibit 10.22
















                             BRITISH PACIFIC CENTRE










                     BRITISH PACIFIC PROPERTIES CORPORATION
                            a California corporation











<PAGE>





                  BRITISH PACIFIC CENTRE OFFICE BUILDING LEASE


                                     BETWEEN


                     BRITISH PACIFIC PROPERTIES CORPORATION,
                            a California corporation
                                   (Landlord)

                                       and

                             MAXIM PHARMACEUTICALS,
                             a Delaware Corporation


<PAGE>






                  BRITISH PACIFIC CENTRE OFFICE BUILDING LEASE

                             Basic Lease Provisions

         The following constitutes a summary of the Basic Lease Provisions set
forth in the British Pacific Centre Office Building Lease ("Lease") between the
parties and regarding the Premises specified below. The Basic Lease Provisions
are an integral part of this Lease and each reference in this Lease to any of
the Basic Lease Provisions shall be construed to incorporate all of the terms
provided under each such Basic Lease Provision. In the event of any conflict
between any Basic Lease Provisions and the balance of the Lease, the latter
shall control.



     1.   DATE:                     July 1, 1998 (for reference purposes only)

     2.   PARTIES:

                  Landlord:         British Pacific Properties Corporation, a 
                                    California corporation

                  Tenant:           Maxim Pharmaceuticals, a Delaware 
                                    Corporation

     3.  PREMISES:

                  3.1.     Building Address:          8899 University Center 
                                                      Lane, San Diego, 
                                                      California 92122

                  3.2.     Floor:                     Fourth Floor

                  3.3.     Suite No.:                 400

                  3.4.     Rentable Square Footage:   Approximately 25,391 
                                                      rentable square feet.

                  3.5.     Parking Spaces:            Ninety-eight (98) covered
                                                      and free for the Term of 
                                                      the Lease, of which 20 
                                                      parking spaces shall be 
                                                      reserved for tenant's 
                                                      exclusive use on the lower
                                                      level, adjacent to the
                                                      elevator.

     4.  TERM:

                  4.1.     Term of Lease:             Five (5) years with a five
                                                      (5) year option to renew

                  4.2.     Anticipaated
                           Commencement Date:         August 15, 1998

                  4.3.     Termination Date:          October 14, 2003

     5.  RENT:

                   5.1.    Initial Monthly Base Rent: $54,336.74 ($2.14 per 
                                                      rentable sq. ft. per 
                                                      month)

                   5.2.    Annual Increase to Base Rent:
<TABLE>
<CAPTION>

                                                      Monthly             Monthly Base Rent per
                              Lease Term             Base Rent         Sq. Ft. of Net Rentable Area

                          <S>                       <C>                <C>
                          08/15/98 - 10/14/98        $28,536.10           $1.12 (plus electricity)
                          10/15/98 - 10/14/99        $54,336.74           $2.14 (plus electricity)
                          10/15/99 - 10/14/00        $56,621.93           $2.23 (plus electricity)
                          10/15/00 - 10/14/01        $58,907.12           $2.32 (plus electricity)
                          10/15/01 - 10/14/02        $61,192.31           $2.41 (plus electricity)
                          10/15/02 - 10/14/03        $63,731.41           $2.51 (plus electricity)

</TABLE>


                    5.3    Notwithstanding the above, if the Commencement Date
                           is subsequent to August 15, 1998, the Base Rent for
                           the first two (2) months of the Term of the Lease
                           shall be $28,536.10.

                    5.4    Base Rent Paid
                           Upon Commencement:         $28,536.10 for the period 
                                                      August 15, 1998 through 
                                                      September 15, 1998.

     6.  TENANT'S EXPENSE STOP BASE:                  To be determined based 
                                                      upon actual expenses
                                                      during the base year, 
                                                      which is calendar year
                                                      1998, as adjusted to 
                                                      achieve 95% occupancy.
                                                      Increases in Operating 
                                                      Expenses payable by
                                                      Tenant shall be limited to
                                                      six percent (6%) of their 
                                                      proportionate share of the
                                                      controllable expenses over
                                                      the base year.
                                                      Controllable expenses are 
                                                      all those expenses other 
                                                      than taxes.

     7.  TENANT'S OPERATING
         EXPENSE PERCENTAGE:                          26.3%

     8.  TENANT'S ALLOWANCE
         FOR LEASEHOLD IMPROVEMENTS:                  $192,072.20.


<PAGE>


     9.  SECURITY DEPOSIT:                           $29,156.45

     10. PERMITTED USE OF PREMISES:                  Tenant may use the Premises
                                                     for general office use and 
                                                     for no other purpose.




     11. TENANT'S INITIAL LIABILITY
         INSURANCE LIMITS:                           $3,000,000.00 per person 
                                                     for personal injury or
                                                     death;

                                                     $3,000,000.00 per 
                                                     occurrence for personal 
                                                     injury or death; and

                                                     $1,000,000.00 per 
                                                     occurrence for damage to 
                                                     property

     12. BROKER(S):

                  12.1.    Landlord's Broker:        Colliers International

     13. GUARANTOR(S):                               None

     14. NOTICE:

                  To LANDLORD:

                  BRITIISH PACIFIC PROPERTIES
                  c/o Kohler Kompany
                  5030 Camino de la Siesta, Suite #308
                  San Diego, California 92108
                  Attn:  Bill Kohler

                  To TENANT:

                  Maxim Pharmaceuticals
                  8899 University Center Lane, Suite #400
                  San Diego, CA 92122

     15. EXHIBITS AND ADDENDA:                        Exhibits A through F and 
                                                      Addenda 1 are attached to 
                                                      this Lease and 
                                                      incorporated herein by
                                                      reference.



                                       2
<PAGE>


1.

                  BRITISH PACIFIC CENTRE OFFICE BUILDING LEASE


       This Lease, made at San Diego, California, on the 26th day of June, 1998,
between BRITISH PACIFIC PROPERTIES CORPORATION, a California corporation
("Landlord"), and Maxim Pharmaceuticals, a Delaware Corporation ("Tenant"):


                              W I T N E S S E T H:


                           1. PREMISES AND COMMON AREAS

                         1.1. Premises. Landlord hereby leases to Tenant and
                  Tenant hereby leases from Landlord, for the term, at the
                  rental, and upon all of the terms, covenants and conditions
                  set forth herein, those certain premises ("Premises"),
                  described in the Basic Lease Provisions and depicted on the
                  floor plan attached hereto as Exhibit "A," located at 8899
                  University Center Lane, San Diego, California, including
                  parking facilities, landscaping and appurtenances
                  ("Building"). The Premises, the Building, the Common Areas
                  (defined below) and the land upon which the same are located,
                  are included within the development commonly described as
                  British Pacific Centre ("Project"). Unless otherwise provided
                  herein, any statement of square footage set forth in this
                  Lease, or that may have been used in calculating rental, is an
                  approximation which Landlord and Tenant agree is reasonable,
                  and the rental based thereon is not subject to revision
                  whether or not the actual square footage is more or less.

                         1.2. Common Areas. All areas of the Building and the
                  real property in the Project that are provided and designated
                  by the Landlord from time to time for the general,
                  non-exclusive use of Landlord, tenants of the Building and the
                  Project and their respective agents, employees, suppliers,
                  shippers, customers and invitees, including, without limiting
                  the generality of the foregoing, entrances and exits,
                  hallways, stairwells, elevators, restrooms, sidewalks,
                  driveways, parking areas (subject to the right of Landlord or
                  its licensee to control access thereto, and to charge for its
                  use), landscaped areas, and other areas and improvements
                  provided by Landlord for the common use of Landlord and
                  tenants and their respective employees and invitees, shall be
                  deemed "Common Areas." The Premises shall include the
                  non-exclusive right to use the Common Areas in common with and
                  subject to the right of other tenants in the Building and the
                  Project, and subject to the rules and regulations established
                  by Landlord.

                         1.3. Common Areas Rules and Regulations. Tenant agrees
                  to abide by and conform to the Rules and Regulations attached
                  hereto as Exhibit "B" with respect to the Project and Common
                  Areas, and to cause its employees, suppliers, shippers,
                  customers and invitees to so abide and conform. Landlord or
                  such other person(s) as Landlord may appoint shall have
                  exclusive control and management of the Common Areas and shall
                  have the right, from time to time, to modify, amend and
                  enforce said Rules and Regulations. Landlord shall not be
                  responsible to Tenant for the non-compliance with said Rules
                  and Regulations by other tenants of the Project, their agents,
                  employees and invitees. Landlord's rights pursuant to this
                  Paragraph 1.3 shall be subject to the condition that exercise
                  of any of such rights shall not unreasonably interfere with
                  Tenant's use of the Premises.

                         1.4. Condition of Premises

                                        1.4.1. Landlord shall deliver the
                           Premises to Tenant in a clean condition on the Lease
                           Commencement Date (unless Tenant is already in
                           possession) and Landlord warrants to Tenant that the
                           plumbing, lighting, air conditioning, and heating
                           system in the Premises shall be in good operating
                           condition. In the event that it is determined that
                           this warranty has been violated, then it shall be the
                           obligation of Landlord, after receipt of written
                           notice from Tenant setting forth with specificity the
                           nature of the violation, to promptly, at Landlord's
                           sole cost, rectify such violation. Tenant's failure
                           to give such written notice to Landlord within thirty
                           (30) days after the Lease Commencement Date or the
                           date that Tenant takes possession of the Premises,
                           whichever is earlier, shall result in the conclusive
                           presumption that Landlord has complied with all of
                           its obligations hereunder, that the Premises are
                           fully completed and are suitable for Tenant's
                           purposes, that the Building and every part of it,
                           including the Premises, are in good and satisfactory
                           condition, and that Tenant waives any defects
                           therein. Notwithstanding any of the foregoing, should
                           a non-compliance with this warranty be of a latent
                           nature, such thirty (30) day time limitation shall
                           not apply, and Landlord shall rectify such
                           non-compliance, at Landlord's sole cost and expense,
                           promptly after receipt of written notice thereof.

                                        1.4.2. Landlord warrants to Tenant that
                           the Premises, in the state existing on the date that
                           the Lease Term commences, but without regard to
                           alterations or improvements made by Tenant or to the
                           use for which Tenant will occupy the Premises, does
                           not violate any covenants or restrictions of record,
                           or any applicable law or ordinance in effect on the
                           Lease Commencement Date, that would substantially and
                           adversely affect the operation and profitability of
                           Tenant's business conducted from the Premises. In the
                           event that it is determined that this warranty has
                           been violated, then it shall be the obligation of
                           Landlord, after receipt of written notice from Tenant
                           setting forth with specificity the nature of the
                           violation, to promptly, at Landlord's sole cost,
                           rectify such violation.

                                        1.4.3. Except as otherwise provided in
                           this Lease, Tenant hereby accepts the Premises and
                           the Building Project in their condition existing as
                           of the Lease Commencement Date or the date that
                           Tenant takes possession of the Premises, whichever is
                           earlier, subject to all applicable zoning, municipal,
                           county and state laws, ordinances and regulations
                           governing and regulating the use of the Premises, and
                           any easements, covenants or restrictions of record,
                           and accepts this Lease subject thereto and to all
                           matters disclosed thereby and by any exhibits
                           attached hereto. Tenant acknowledges that it has
                           satisfied itself by its own independent investigation
                           that the Premises are suitable for its intended use,
                           and that neither Landlord nor Landlord's agent or
                           agents has made any representation or warranty as to
                           the present or future suitability of the Premises,
                           Common Areas, or Building Project for the conduct of
                           Tenant's business.



                                        1
<PAGE>


                                        1.4.4. Notwithstanding anything in this
                           Lease to the contrary, Landlord warrants to Tenant
                           that on the commencement of the term hereof, the
                           Premises and any improvements to be constructed by
                           Lessor (a) shall be free from material structural
                           defects, (b) shall comply with all applicable
                           covenants and restrictions of record, statutes,
                           ordinances, codes, rules, regulations, orders, and
                           requirements, including Title 24 of the California
                           Administrative Code and the Americans with
                           Disabilities Act, and (c) are free from contamination
                           by any toxic or hazardous materials (hereafter
                           "Hazardous Materials") which now or hereafter become
                           regulated by any federal, state, or local government,
                           or agency thereof (for purposes of this subclause,
                           the Premises shall be deemed to include the
                           underlying soil and ground water). In the event of a
                           breach of the foregoing warranties, Landlord shall
                           promptly rectify such breach at its sole cost and
                           expense. Landlord also shall protect, indemnify,
                           defend, and hold Tenant harmless from and against any
                           and all liability, loss, suits, claims, actions,
                           costs, and expense (including, without limitation,
                           attorneys' fees) arising from (a) any breach of the
                           foregoing warranties and (b) any contamination of the
                           Premises (including the underlying land and ground
                           water) by any Hazardous Materials, where such
                           contamination was not caused by Tenant. The
                           provisions of this paragraph shall survive the
                           termination of this Lease.

                         1.5. Changes to Common Areas. Landlord shall have the
                  right, in Landlord's sole discretion, from time to time to:
                  (a) make changes to the Building interior and exterior and
                  Common Areas, including, without limitation, changes in the
                  location, size, shape, number, and appearance thereof,
                  including but not limited to the lobbies, windows, stairways,
                  air shafts, elevators, escalators, restrooms, driveways,
                  entrances, parking spaces, parking areas, loading and
                  unloading areas, ingress, egress, direction of traffic,
                  decorative walls, landscaped areas and walkways; provided,
                  however, Landlord shall at all times provide the parking
                  facilities required by applicable law; (b) close temporarily
                  any of the Common Areas for maintenance purposes so long as
                  reasonable access to the Premises remains available; (c)
                  designate other land and improvements outside the boundaries
                  of the Project to be a part of the Common Areas, provided that
                  such other land and improvements have a reasonable and
                  functional relationship to the Project; (d) add additional
                  buildings and improvements to the Common Areas; (e) use the
                  Common Areas while engaged in making additional improvements,
                  repairs or alterations to the Project, or any portion thereof;
                  and (f) do and perform such other acts and make such other
                  changes in, to or with respect to the Common Areas and Project
                  as Landlord may, in the exercise of sound business judgment
                  deem to be appropriate, and no such changes shall entitle
                  Tenant to any abatement of rent. Landlord's rights pursuant to
                  this Paragraph 1.5 shall be subject to the condition that
                  exercise of any such rights shall not unreasonably interfere
                  with Tenant's use of the Premises or reduce the number of
                  Tenant's parking spaces.

                                     2. TERM

                         2.1. Length of Term. The term of this Lease ("Term")
                  shall be for the Term specified in the Basic Lease Provisions,
                  plus any partial month following the commencement of the Term
                  ("Commencement Date") if such date is other than the first day
                  of a calendar month.

                         2.2. Commencement Date. The Commencement Date shall be
                  the earliest of (a) the date on which Tenant takes possession
                  of or commences business operations upon the Premises or any
                  part thereof ("Lease Commencement Date"); or (b) the date on
                  which Landlord's Work (as described in Section 14 below) is
                  substantially completed as determined by Landlord ("Rental
                  Commencement Date").

                                        2.2.1. Notwithstanding the Scheduled
                           Commencement Date set forth in the Basic Lease
                           Provisions, if for any reason Landlord cannot deliver
                           possession of the Premises to Tenant on said date,
                           Landlord shall not be subject to any liability
                           therefor, nor shall such failure affect the validity
                           of this Lease or the obligations of Tenant hereunder
                           or extend the term hereof; but in such case, Tenant
                           shall not be obligated to pay rent or perform any
                           other obligations of Tenant under the terms of this
                           Lease, except as may be otherwise provided in this
                           Lease, until possession of the Premises is delivered
                           to Tenant. If, however, Landlord shall not have
                           delivered possession of the Premises within ninety
                           (90) days following said Scheduled Commencement Date
                           for any reason, other than Tenant's Delays as defined
                           in the Work Letter attached hereto as Exhibit "D,"
                           Tenant may, at Tenant's option, by notice in writing
                           to Landlord within ten (10) days thereafter, advise
                           Landlord of Tenant's intent to cancel this Lease.
                           Within ten (10) days after its receipt of such
                           notice, Landlord shall submit to Tenant a statement
                           of all costs and expenses incurred or irrevocably
                           committed by Landlord for non-standard improvements
                           to the Premises up to the date of Landlord's receipt
                           of Tenant's notice of intent to cancel. This Lease
                           shall thereafter be canceled, and the parties shall
                           be discharged from all obligations hereunder, if and
                           only if Tenant reimburses Landlord for all such costs
                           and expenses as stated in Landlord's notice within
                           ten (10) days after Tenant's receipt thereof, and
                           Landlord shall thereupon return any money previously
                           deposited by Tenant. If such written notice of intent
                           to cancel by Tenant is not timely received by
                           Landlord, or Tenant's reimbursement for such costs
                           and expenses is not timely received by Landlord, as
                           aforesaid, then in either such event Tenant's right
                           to cancel this Lease hereunder shall terminate and be
                           of no further force or effect.

                                        2.2.2. Possession of the premises shall
                           be deemed delivered to Tenant when (1) the
                           improvements to be provided by Landlord under this
                           Lease are substantially completed, (2) the Building
                           Utilities are ready for use in the Premises, and (3)
                           Tenant has reasonable access to the Premises.

                                        2.2.3. If Tenant occupies the Premises
                           prior to said Commencement Date, such occupancy shall
                           be subject to all provisions of this Lease, such
                           occupancy shall not change the termination date, and
                           Tenant shall pay rent for such occupancy.

                                     3. RENT

                         3.1. Base Rent. Subject to adjustment as provided in
                  this Lease, Tenant shall pay to Landlord for each full
                  calendar month during the Term the Monthly Base Rent specified
                  in the Basic Lease Provisions and other charges under this
                  Lease. The Monthly Base Rent shall be payable in advance on
                  the first day of each calendar month without any deduction or
                  offset. The Monthly Base Rent for any fractional part of a
                  calendar month at the beginning or end of the term shall be
                  prorated based upon a 30-day month and 360-day year. Payment
                  of Base Rent shall be made to Landlord at its address stated
                  herein or to such other persons or at such other addresses as
                  Landlord may from time to time designate in writing to Tenant.



                                       2
<PAGE>


                         3.2. Annual Increase to Base Rent

                                        3.2.1. Cost of Living Adjustment. If
                           Item 5(b)(i) of the Basic Lease Provisions is
                           initialed, the Monthly Base Rent shall be adjusted on
                           each annual anniversary of the Commencement Date to
                           reflect increases, if any, in the cost of living. The
                           adjustment, shall be calculated by reference to the
                           Consumer Price Index of the Bureau of Labor
                           Statistics of the Department of Labor for All Urban
                           Consumers, All Items, for the Los
                           Angeles-Anaheim-Riverside Metropolitan Area (herein
                           referred to as "CPI"). On each such adjustment date,
                           the Monthly Base Rent shall be increased to an amount
                           computed by multiplying the initial Monthly Base Rent
                           by a fraction, the numerator of which is the CPI most
                           recently available and published prior to the
                           anniversary of the Commencement Date for which the
                           annual adjustment is being made, and the denominator
                           of which is the CPI most recently available and
                           published as of the Commencement Date.
                           Notwithstanding the foregoing, in no event shall the
                           Monthly Base Rent be decreased on any such adjustment
                           date.

                                        3.2.2. If the Bureau of Labor Statistics
                           discontinues publication of the CPI, or publishes it
                           less frequently, or alters it in some other manner,
                           then Landlord shall adopt a substitute CPI that
                           reasonably monitors and reflects changes in consumer
                           prices.

                                        3.2.3. Tenant shall continue to pay the
                           rent at the rate previously in effect until the
                           increase, if any, is determined. Within five (5) days
                           following the date on which the increase is
                           determined, Tenant shall make such payment to
                           Landlord as will bring the increased rental current,
                           commencing with the effective date of such increase
                           through the date of any rental installments then due.
                           Thereafter, the rental shall be paid at the increased
                           rate.

                                        3.2.4. Percentage Adjustment. If Item
                           5(b) of the Basic Lease Provisions is initialed, the
                           Monthly Base Rent shall be adjusted on each annual
                           anniversary of the Commencement Date by the
                           percentage increase as set forth in Item 5(b) of the
                           Basic Lease Provisions.

                                        3.2.5. Fixed Adjustment. As per Item
                           5.(2.) Tenant shall pay adjustment on a monthly basis
                           as specifically in the Basic Lease Provisions.


                           3.3.         Additional Rent

                                        3.3.1. In addition to the Monthly Base
                           Rent and other sums to be paid by Tenant to Landlord,
                           Tenant shall pay to Landlord as additional rent the
                           amount by which Tenant's share of Operating Expenses
                           (defined below) for any lease year or part thereof
                           during the term exceeds Tenant's Expense Stop Base,
                           as set forth in the Basic Lease Provisions. Tenant's
                           share of Operating Expenses shall be an amount equal
                           to the product of the Operating Expenses multiplied
                           by Tenant's Operating Expense Percentage specified in
                           the Basic Lease Provisions. For partial lease years
                           during the term, the annual Operating Expenses and
                           Tenant's Expense Stop Base shall be prorated on a
                           daily basis using a 30-day month and 360-day year to
                           determine the amount of additional rent due to
                           Landlord.

                                        3.3.2. Landlord shall be entitled to
                           make an estimate of Operating Expenses projected for
                           each lease year. Landlord shall be entitled to revise
                           such estimate at any time and from time to time
                           during the lease year to increase or decrease the
                           estimate of Operating Expenses. If Landlord notifies
                           Tenant that Landlord's estimate (or any revised
                           estimate) of Operating Expenses would result in an
                           obligation of Tenant to pay additional rent, then
                           upon request by Landlord, Tenant shall pay
                           one-twelfth (1/12) of such estimated additional rent
                           on the first day of each month in advance together
                           with the Monthly Base Rent. If Landlord shall so
                           notify Tenant after the commencement of a lease year,
                           then with the next payment of rent due, Tenant shall
                           also pay to Landlord one-twelfth (1/12) of such
                           estimated additional rent for each month of such
                           lease year which has already elapsed.

                                        3.3.3. Landlord shall provide Tenant
                           with an annual statement showing Tenant's share of
                           the annual Operating Expenses over Tenant's Expense
                           Stop Base, if any, for the prior lease year, together
                           with any proration. Landlord shall use all reasonable
                           efforts to deliver the annual statement within one
                           hundred twenty (120) days after the end of the lease
                           year; provided, however, that failure of Landlord to
                           deliver the annual statement within such period shall
                           not impair or constitute a waiver of Tenant's
                           obligations to pay additional rent or cause Landlord
                           to incur any obligation for damages. If the amount of
                           the additional rent due for the lease year exceeds
                           any amount paid by Tenant as estimated additional
                           rent for such lease year, then Tenant shall pay such
                           excess to Landlord within ten (10) days of receipt of
                           Landlord's statement. If the amounts paid as
                           estimated additional rent for a lease year exceed the
                           amount of Tenant's obligation shown on the annual
                           statement, then Tenant shall be entitled to a credit
                           against monthly installments of estimated additional
                           rent due for the then current year. If no further
                           sums of additional rent are or will become due
                           against which the excess can be credited, then,
                           subject to offset at Landlord's election against
                           other sums owed by Tenant, Landlord shall pay such
                           excess to Tenant within ten (10) days after delivery
                           of the annual statement. All obligations to pay
                           additional rent and/or the obligation of Landlord to
                           credit or reimburse Tenant for any excess payment of
                           estimated additional rent shall survive expiration of
                           the term or earlier termination of this Lease.

                                        3.3.4. Tenant shall have a period of
                           thirty (30) days after delivery of the annual
                           statement of Operating Expenses to question or
                           challenge the amount shown thereon by giving written
                           notice to Landlord specifying the items which are
                           challenged. Tenant waives and relinquishes the right
                           to challenge or object to the amounts shown at any
                           time after expiration of such thirty (30) day period.
                           If Tenant timely challenges any item shown on the
                           annual statement, Tenant shall then have a period of
                           sixty (60) days in which to inspect, during business
                           hours upon reasonable written notice to Landlord at
                           Landlord's office, Landlord's records relating to the
                           challenged item or items. Tenant shall give written
                           notice to Landlord prior to expiration of such sixty
                           (60) days of whether Tenant continues to challenge
                           any of the items originally objected to, in which
                           case a certification as to proper amount shall be
                           made by Landlord's independent certified public
                           accountant, which certification shall be final and
                           conclusive. The cost of such review shall be paid by
                           Tenant, unless such review reveals an error resulting
                           in an overcharge to Tenant of five percent (5%) or
                           more, in which case the cost of such review shall be
                           paid by Landlord. If Tenant fails to review the
                           records or fails to give timely written notice to
                           Landlord that it continues to object, then Tenant
                           shall be deemed to have waived its objection and
                           shall have no further right to challenge or object
                           thereto. Notwithstanding any objection or challenge
                           of Tenant, Tenant shall pay the amount claimed by
                           Landlord to be due as and when provided for herein,
                           pending the resolution of Tenant's objection.



                                       3
<PAGE>


                                        3.3.5. "Operating Expenses" of the
                           Building mean any and all costs and expenses of
                           ownership, operation, management, maintenance and
                           repair of the Building, including the parking
                           facilities and Common Areas. Operating Expenses
                           include, but are not limited to, each of the
                           following costs and expenses:

                                                        3.3.5.1. All costs and
                                    expenses of utilities furnished to the
                                    Building and not separately metered to
                                    individual tenants, including, without
                                    limitation, all costs and expenses
                                    attributable to supply of electrical
                                    service, water and sewage service, natural
                                    gas, cable television or other electronic or
                                    microwave signal reception, telephone
                                    service or other communication, steam, heat,
                                    cooling, or any other service which is now
                                    or in the future a utility furnished to the
                                    Building.

                                                        3.3.5.2. All real
                                    property taxes, which shall include (a) any
                                    form of tax or assessment, license fee,
                                    license tax, tax or excise on rent or any
                                    other levy, charge, expense or imposition
                                    made or required by any federal, state,
                                    county, city, district or other political
                                    subdivision on any interest of Landlord
                                    and/or Tenant in the Premises or the
                                    Building, including without limitation, the
                                    underlying real property and appurtenances;
                                    (b) any fee for services charged by any
                                    governmental agency or quasi-governmental
                                    agency for any services such as fire
                                    protection, street, sidewalk and road
                                    maintenance, refuse collection, school
                                    systems, or other services provided to
                                    property owners and residents within the
                                    general area of the Building; (c) any
                                    governmental impositions allocable to or
                                    measured by the area of the Premises or the
                                    amount of any rent payable under this Lease,
                                    including, without limitation, any tax on
                                    gross receipts or any excise tax or other
                                    charges levied by any federal, state,
                                    county, city, district or other governmental
                                    agency or political subdivision with respect
                                    to rent or upon or with respect to the
                                    possession, leasing, operation, maintenance,
                                    alteration, repair, use or occupancy of the
                                    Premises or any portion thereof; (d) any
                                    impositions by any governmental agency on
                                    this Lease transaction or with respect to
                                    any document to which Tenant is a party
                                    creating or transferring an interest or an
                                    estate in the Premises; and (e) any increase
                                    in any of the foregoing based upon
                                    construction of improvements at the Building
                                    or changes in ownership (as defined in the
                                    California Revenue and Taxation Code) of the
                                    Building. Real property taxes shall not
                                    include taxes on the Landlord's net income,
                                    state franchise taxes or any inheritance,
                                    estate or gift taxes.

                                                        3.3.5.3. Operating costs
                                    and common facilities costs, which shall
                                    include all costs of managing, operating,
                                    maintaining and repairing the Building,
                                    including all Common Areas and facilities of
                                    the Building. Such costs shall include,
                                    without limitation, all expenses for
                                    insurance obtained by Landlord (including,
                                    without limitation, public liability,
                                    contractual liability, property damage, fire
                                    and extended coverage, sprinkler damage,
                                    theft, malicious mischief and vandalism,
                                    flood, rental interruption, boiler and
                                    machinery, earthquake, all risk coverage,
                                    and other coverages in such amounts as
                                    Landlord determines appropriate to carry in
                                    connection with ownership and operation of a
                                    first class building in San Diego County,
                                    California, or such other insurance as may
                                    be required by any present or future lender
                                    of loans secured by the Building), labor and
                                    supplies, license, permit and inspection
                                    fees, all assessments and special
                                    assessments due to deed restrictions,
                                    declarations and/or owners associations
                                    which accrue against the Building, the cost
                                    of compensation (including employment taxes,
                                    similar governmental charges, and fringe
                                    benefits) with respect to all persons who
                                    perform duties in connection with
                                    landscaping, janitorial, painting, window
                                    washing and general cleaning services,
                                    security services and any other services
                                    related to the operation, maintenance or
                                    repair of the Building (as well as the cost
                                    of all supplies, materials, tools and
                                    equipment used in conjunction therewith),
                                    costs of clean-up and removal of "Hazardous
                                    Materials," "Environmental Conditions" and
                                    "Environmental Noncompliance" (in each case
                                    as defined in Section 12 hereof) at the
                                    Building, the fair market rental value of
                                    the Building management office, management
                                    fees (at an attributed fair market rate if
                                    Landlord itself provides such management
                                    services), legal expenses, accounting
                                    expenses, and consultant's fees.

                                                        3.3.5.4. If the Building
                                    is not at least 95% occupied during all or a
                                    portion of any lease year, then Landlord
                                    shall make an appropriate adjustment of the
                                    Operating Expenses for such lease year to
                                    determine what the Operating Expenses would
                                    have been for such year if the Building had
                                    been 95% occupied, and the amount so
                                    determined shall be deemed to be the amount
                                    of the Operating Expenses for such year.

                                                        3.3.5.5. All costs and
                                    expenses for replacements of equipment or
                                    improvements that have a useful life of five
                                    (5) years or less, amortized on a straight
                                    line basis over such useful life.

                                                        3.3.5.6. All costs and
                                    expenses for operation, management,
                                    maintenance and repair of the parking
                                    facilities.

                                                        3.3.5.7. Any other
                                    service to be provided by Landlord that is
                                    elsewhere in this Lease stated to be an
                                    "Operating Expense."

                         3.3.6. Operating Expenses shall not include the
                  following costs and expenses:

                                                        3.3.6.1. Depreciation of
                                    the Building.

                                                        3.3.6.2. Payments of
                                    principal and interest on any loans secured
                                    by the Building, commissions paid for
                                    leasing, construction permits and fees, or
                                    costs of alteration of the Building;
                                    provided, however, that Operating Expenses
                                    shall include the costs of any capital
                                    improvements made to the Building for the
                                    purpose of reducing Operating Expenses or
                                    pursuant to the requirements of any
                                    governmental entity, such costs to be
                                    amortized over a reasonable period as
                                    Landlord shall determine.

                                                        3.3.6.3. Any expenses
                                    paid by Tenant directly to third parties, or
                                    as to which Landlord is otherwise reimbursed
                                    by any third party, any other tenant or
                                    insurance proceeds.



                                       4
<PAGE>


                                        3.3.7. Additional Rent: Notwithstanding
                           anything in the Lease to the contrary, the following
                           shall not be included within Operating Expenses: (a)
                           leasing commission, attorneys' fees, costs,
                           disbursements, and other expenses incurred in
                           connection with negotiations or disputes with
                           tenants, or in connection with leasing, renovating,
                           or improving space for tenants or other occupants or
                           prospective tenants or other occupants of the
                           Building or Project; (b) the cost of any service sold
                           to any tenant (including Tenant) or other occupant
                           for which Landlord is entitled to be reimbursed as an
                           additional charge or rental over and above the basic
                           rent and escalations payable under the lease with
                           that tenant; (c) any depreciation on the Building or
                           Project; (d) costs of a capital nature, including but
                           not limited to capital improvements and alterations,
                           capital repairs, capital equipment, and capital tools
                           as determined in accordance with generally accepted
                           accounting principals; (e) expenses in connection
                           with services or other benefits of a type that are
                           not provided to Tenant but which are provided another
                           tenant or occupancy of the Building or Project; (f)
                           costs incurred due to Landlord's violation of any
                           terms or conditions of this Lease or any other lease
                           relating to the Building or Project; (g) Overhead
                           profit increments paid to Landlord's subsidiaries or
                           affiliates for management or other services on or to
                           the Building or Project or for supplies or other
                           materials to the extent that the cost of the
                           services, supplies, or materials exceeds the cost
                           that would have been paid had the services, supplies,
                           or materials been provided by unaffiliated parties on
                           a competitive basis; (h) all interest, loan fees, and
                           other carrying costs related to any mortgage or deed
                           of trust or related to any capital item, and all
                           rental and other payable due under any ground or
                           underlying lease, or any lease for any equipment
                           ordinarily considered to be of a capital nature
                           (except janitorial equipment which is not affixed to
                           the Building); (i) any compensation paid to clerks,
                           attendants, or other persons in commercial
                           concessions operated by Landlord; (j) advertising and
                           promotional expenditures; (k) costs of repairs and
                           other work occasioned by fire, windstorm, or other
                           casualty of an insurable nature; (l) any costs,
                           fines, or penalties incurred due to violations by
                           Landlord of any governmental rule or authority, this
                           Lease or any other lease in the Project, or due to
                           Landlord's negligence or willful misconduct; (m)
                           management fees to the extent they exceed management
                           costs charged for similar facilities in the area and
                           in any event, to the extent they exceed five percent
                           (5%) of all other Operating Expenses; (n) costs for
                           sculpture, paints, or other objects of art (nor
                           insurance thereon or extraordinary security in
                           connection therewith); (o) wages, salaries, or other
                           compensation paid to any executive employees above
                           the grade of building manager; (p) The cost of
                           correcting any building code or other violations
                           which were violations prior to the Commencement Date;
                           (q) The cost of containing, removing, or otherwise
                           remediating any contamination (including the
                           underlying land and ground water) by any toxic or
                           hazardous materials (including, without limitation,
                           asbestos and "PCB's") where such contamination was
                           not caused by Tenant; (r) Any other expense that
                           under generally accepted accounting principles and
                           practice consistently applied would not be considered
                           a normal maintenance or operating expense.

                         3.4. Tenant's Charges. Charges for any services, goods
                  or materials furnished by Landlord at Tenant's request, and
                  charges for services, goods and materials furnished by
                  Landlord as a result of extraordinary uses or demands by
                  Tenant in excess of those typical of other tenants in the
                  Building with general office usage, shall not be included in
                  Operating Expenses but shall be payable by Tenant as
                  additional rent within ten (10) days after Landlord delivers a
                  statement for such services, goods or materials to Tenant.

                         3.5. Late Charges. Tenant hereby acknowledges that late
                  payment by Tenant to Landlord of the Monthly Base Rent,
                  Tenant's share of Operating Expenses or other sums due
                  hereunder will cause Landlord 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, administrative, processing and accounting charges,
                  and late charges which may be imposed on Landlord by the terms
                  of any mortgage or trust deed covering the Project.
                  Accordingly, if any installment of the Monthly Base Rent,
                  Operating Expenses, or any other sum due from Tenant shall not
                  be received by Landlord or Landlord's designee within ten (10)
                  days after such amount shall be due, then, without any
                  requirement for notice to Tenant, Tenant shall pay to Landlord
                  a late charge equal to 10% of such overdue amount. The parties
                  hereby agree that such late charge represents a fair and
                  reasonable estimate of the costs Landlord will incur by reason
                  of late payment by Tenant. Acceptance of such late charge by
                  Landlord shall in no event constitute a waiver of Tenant's
                  default with respect to such overdue amount, nor prevent
                  Landlord from exercising any of the other rights and remedies
                  granted hereunder. Notwithstanding anything to the contrary in
                  the Lease, Landlord will grant one (1) grace period for late
                  rent, provided, after notice from Landlord, Tenant remits the
                  late rental payment within three (3) days of said notice.

                         3.6. Interest on Past Due Obligations. Any amount due
                  from Tenant to Landlord hereunder which is not paid when due
                  shall bear interest at the maximum rate then allowable by law
                  or judgment from the date of notice of delinquency from
                  Landlord. The payment of interest on such amounts shall not
                  excuse or cure any default by Tenant under this Lease;
                  provided, however, that interest shall not be payable on late
                  charges to be paid by Tenant under this Lease.

                         3.7. Security Deposit. Tenant shall pay to Landlord,
                  immediately upon execution of this Lease, the sum specified in
                  the Basic Lease Provisions as security for the full and
                  faithful performance of every provision of this Lease to be
                  performed by Tenant. If Tenant defaults with respect to any
                  provisions of this Lease, including, but not limited to, the
                  provisions relating to the payment of rent, Landlord may (but
                  shall not be required to) use, apply or retain all or any part
                  of this security deposit for the payment of any rent or any
                  other sum in default, or for the payment of any other amount
                  which Landlord may spend or become obligated to spend by
                  reason of Tenant's default, or to compensate Landlord for any
                  other loss or damage which Landlord may suffer by reason of
                  Tenant's default. If any portion of said deposit is so used or
                  applied, Tenant shall, within five (5) days after written
                  demand therefor, deposit cash with Landlord in an amount
                  sufficient to restore the security deposit to its original
                  amount and Tenant's failure to do so shall be a material
                  breach of this Lease. At Landlord's election, if the monthly
                  Base Rent shall from time to time increase during the term of
                  this Lease, Tenant shall, within ten (10) days after request
                  by Landlord, deposit with Landlord additional money as a
                  security deposit so that the total amount of the security
                  deposit held by Landlord shall bear the same proportion to the
                  then current Base Rent as the initial security deposit bears
                  to the initial Base Rent as set forth in the Basic Lease
                  Provisions. Landlord shall not be required to keep this
                  security deposit separate from its general funds, and Tenant
                  shall not be entitled to interest on such deposit. No trust
                  relationship is created hereby with respect to such security
                  deposit. If Tenant shall fully and faithfully perform every
                  provision of this Lease to be performed by it, the security
                  deposit or any balance thereof shall be returned to the Tenant
                  (or at the Landlord's option, to the last assignee of Tenant's
                  interests hereunder) at the expiration of the Term, provided
                  that Landlord may retain the security deposit until such time
                  as any amount due from the Tenant in accordance hereof has
                  been determined and paid in full.



                                       5
<PAGE>


                                     4. USE

                         4.1. Permitted Uses. Tenant shall use and occupy the
                  Premises during the Term of this Lease solely for and in
                  accordance with the use specified in the Basic Lease
                  Provisions and for no other use or uses without the prior
                  written consent of Landlord, which consent can be granted or
                  withheld in Landlord's absolute discretion. Tenant shall not
                  use or permit the use of the Premises in a manner that creates
                  waste or a nuisance, or that disturbs owners and/or occupants
                  of, or causes damage to, neighboring premises or properties.

                         4.2. Prohibited Uses. Notwithstanding any other
                  provision of this Lease, Tenant shall not use the Premises or
                  any part thereof for the purpose of operating an executive,
                  administrative or legal business center providing office
                  space, administrative and support services to sublessees or
                  other users occupying the Premises for general office
                  purposes.

                         4.3. Changes in Use. No change in the restrictions on
                  use of the Premises set forth in this Lease shall be permitted
                  without the prior written consent of Landlord, which consent
                  may be granted or withheld in the sole and absolute discretion
                  of Landlord.

                         4.4. Compliance With Laws. Tenant shall comply with all
                  laws, ordinances, rules and regulations pertaining to the use
                  of the Premises or the Building. Tenant shall maintain the
                  Premises in a clean, safe, sanitary and proper manner and
                  shall pay for any damage to the Premises or to any other part
                  of the Building caused by any negligence, willful act, misuse
                  or abuse by Tenant or any of its agents, employees, licensees
                  or invitees. Tenant shall conduct its business and occupy the
                  Premises, shall not create any nuisance, interfere with, annoy
                  or disturb any other tenant in the Building or Landlord in its
                  management thereof, and shall not injure the reputation of the
                  Building. Tenant agrees to abide by all reasonable rules and
                  regulations established by Landlord from time to time with
                  respect to the Building. A copy of the rules and regulations
                  in existence on the date of this Lease is attached hereto as
                  Exhibit "B," but Landlord reserves the right to amend the
                  rules and regulations at any time by giving notice of
                  amendment to Tenant, if Landlord determines such amendments to
                  be to the best interests of the Building and its tenants.
                  Notwithstanding anything to the contrary contained in this
                  Lease, throughout the term hereof, Tenant shall not be
                  responsible for compliance with any laws, codes, or ordinances
                  where such compliance is not related specifically to Tenant's
                  particular use and occupancy of the Premises. For example, if
                  any governmental authority should require buildings to be
                  structurally strengthened against earthquake, such compliance
                  shall be performed by and at the sole cost of Landlord.
                  Additionally, Landlord's rights pursuant to this Section 4.4
                  shall be subject to the condition that exercise of any of such
                  rights shall not unreasonably interfere with Tenant's use of
                  the Premises.

                         4.5. Insurance Use Requirements. Tenant shall neither
                  use nor occupy the Premises in any manner, nor commit or omit
                  any act, resulting in a cancellation or reduction of any
                  insurance or increase in premiums on any insurance policy
                  covering the Premises, or the property or Building. Tenant
                  shall, at its expense, comply with all requirements of any
                  insurer pertaining to the use of the Premises and reasonably
                  necessary for maintenance of economic and proper fire,
                  liability and other insurance desired to be carried by
                  Landlord. Tenant shall promptly, upon demand, reimburse
                  Landlord for any additional premium charged for any insurance
                  policy by reason of Tenant's failure to comply with the
                  provisions of this Section.

                5. MAINTENANCE, REPAIR AND ALTERATION OF PREMISES

                         5.1. Maintenance and Repair. Landlord shall repair and
                  maintain the structural and mechanical portions of the
                  Building, including basic plumbing, heating, ventilating, air
                  conditioning and electrical systems installed or furnished by
                  Landlord, and Landlord shall keep all Common Areas in good,
                  clean and sanitary order, and the costs thereof shall be
                  includable as Operating Expenses; provided, however, that if
                  maintenance and repairs are caused by the act, neglect, or
                  omission of any duty by Tenant, its agents, servants,
                  employees or contractors, then Tenant shall pay to Landlord,
                  as additional rent, the reasonable cost of such maintenance
                  and repairs. Except as provided in Paragraph 8.5, there shall
                  be no abatement of rent or liability to Tenant on account of
                  any injury or interference with Tenant's business with respect
                  to any improvements, alterations or repairs made by Landlord
                  to the Project or any part thereof. Tenant expressly waives
                  the benefits of any statute now or hereafter in effect which
                  would otherwise afford to Tenant a right to make repairs at
                  Landlord's expense or to terminate this Lease because of
                  Landlord's failure to keep the Premises in good order,
                  condition and repair. Notwithstanding Landlord's obligation to
                  the keep the Premises in good condition and repair, for that
                  portion of the cost of any maintenance and repair of the
                  Premises or any equipment (wherever located) that serves only
                  Tenant or the Premises, Tenant shall be responsible for
                  payment of the cost thereof to Landlord as additional rent to
                  the extent such cost is attributable to causes beyond normal
                  wear and tear. Tenant shall be responsible for the cost of
                  repairing or replacing any Premises improvements that are not
                  ordinarily a part of the Building or that are above then
                  Building Standards. Landlord may, at its option, upon
                  reasonable notice, elect to have Tenant perform any
                  maintenance or repair, the cost of which is Tenant's
                  responsibility hereunder. Notwithstanding the provisions of
                  Section 5.1, if Landlord fails to perform its maintenance and
                  repair obligations hereunder within a reasonable time, and, as
                  a consequence, Tenant's use of the Premises is substantially
                  impaired, Tenant shall have the right to cause such repair or
                  maintenance to be performed at Landlord's expense and to
                  deduct the costs thereof, together with interest thereon at
                  the highest rate permitted by law, from the rent payable to
                  Landlord.

                         5.2. Alterations. Tenant shall make no alterations,
                  additions or improvements to the Premises (whether structural
                  or non-structural) without Landlord's prior written consent,
                  which consent may be withheld for any reason. If any
                  alteration, addition or improvement is made by Tenant without
                  such consent, Landlord shall have the right to require Tenant
                  to remove the same at any time during the Term. If Tenant
                  shall request Landlord's consent for any alterations,
                  additions or improvements, then Tenant shall submit detailed
                  plans, specifications and an itemized budget for making such
                  alterations, additions or improvements. Landlord may impose
                  any conditions to any consent as Landlord shall in its
                  discretion deem to be necessary or advisable, including
                  without limitation the hours when work may be performed. Any
                  approved alteration, addition or improvement shall be made
                  only by contractors or mechanics approved by Landlord. Tenant
                  shall provide Landlord with as-built plans and specifications
                  for any alterations, additions or improvements. Tenant
                  covenants and agrees that all work done by Tenant shall be
                  performed in full compliance with all laws, rules, orders,
                  ordinances, regulations, permits and requirements of any
                  insurance rating bureau used by insurers selected to carry
                  Landlord's insurance, and of any similar body. Tenant shall
                  pay, when due, all claims for labor or materials furnished or
                  alleged to have been furnished to or for Tenant at or for use
                  on the Premises, which claims are or 



                                       6
<PAGE>


                  may be secured by any mechanics or materialmen's lien
                  against the Premises or any interest therein. If Tenant
                  shall, in good faith, contest the validity of any such lien,
                  claim or demand, then Tenant shall, at its sole expense
                  defend and protect itself, Landlord, 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 Landlord or the Premises. In addition,
                  Landlord may require Tenant to pay Landlord's attorneys'
                  fees and costs in participating in such action if Landlord
                  shall decide it is to its best interest to do so. Before
                  commencing any work, Tenant shall give Landlord at least ten
                  (10) days written notice of the proposed commencement of
                  such work and shall, if required by Landlord, secure at
                  Tenant's own cost and expense, a completion and lien
                  indemnity bond satisfactory to Landlord for said work and
                  such other comprehensive general public liability insurance,
                  builders risk insurance, and other such insurance coverages
                  so as to protect the insurable interests of Landlord,
                  Tenant, contractors and subcontractors in amounts and on
                  forms as may be requested by Landlord. Landlord may enter
                  upon the Premises, in such case, for the purpose of posting
                  appropriate notices, including, but not limited to, notices
                  of non-responsibility.

                         5.3. Condition on Termination. On the last day of the
                  Term hereof, or on any sooner termination, Tenant shall
                  surrender the Premises to Landlord in the same condition as
                  received, ordinary wear and tear excepted, clean and free of
                  debris. Any damage or deterioration of the Premises shall not
                  be deemed ordinary wear and tear if the same could have been
                  prevented by good maintenance practices by Tenant. Landlord
                  may require the removal of any or all alterations, additions
                  or improvements made by Tenant prior to the termination of the
                  Lease and restoration of the Premises and the Project to their
                  prior condition (i.e., the condition as of the Commencement
                  Date), at Tenant's expense. All alterations, additions and
                  improvements which Landlord does not require Tenant to remove
                  shall become Landlord's property and shall be surrendered to
                  Landlord upon termination of the Lease. Other than personal
                  property, in no event shall Tenant remove any materials or
                  equipment from the Premises without Landlord's prior written
                  consent, including, but not limited to, any power wiring or
                  power panels, lighting or lighting fixtures, wall coverings,
                  window coverings, carpets, other floor coverings, heaters, air
                  conditioners or any other heating or air conditioning
                  equipment, fencing or security gates or other similar Building
                  operating equipment and decorations. Notwithstanding the
                  provisions of Section 5.3, Tenant shall not be required to
                  remove any alterations, additions, improvements or utility
                  installations for which Tenant has obtained Landlord's
                  consent, unless Landlord has indicated at the time of granting
                  such consent, that such removal will be required at the end of
                  the Lease Term.

                           6. UTILITIES AND SERVICES.

                         6.1. Utilities and Services Furnished by Landlord.
                  Provided that Tenant is not in default under this Lease,
                  Landlord agrees to furnish or cause to be furnished to the
                  occupied portion of the Premises the utilities and services
                  described in Exhibit "C."

                         6.2. Utilities and Services Furnished by Tenant. Tenant
                  shall pay for all water, gas, heat, light, power, telephone
                  and other utilities and services specially or exclusively
                  supplied and/or metered exclusively to the Premises or to
                  Tenant, together with any taxes thereon.

                         6.3. Interruption of Service. Unless due to Landlord's
                  gross negligence or willful misconduct, Landlord shall not be
                  liable in damages or otherwise for any failure or interruption
                  of any utility service being furnished to the Premises and no
                  such failure or interruption shall entitle Tenant to terminate
                  this Lease, or to an abatement of the Monthly Base Rent,
                  additional rent or other charges due hereunder.

                           7. INSURANCE AND INDEMNITY

                         7.1. Tenant's Liability Insurance. Tenant shall carry
                  at its own expense throughout the term of this Lease,
                  commercial general liability insurance covering the Premises
                  and appurtenant areas, and Tenant's use thereof, and
                  protecting Tenant and Landlord (as an additional insured)
                  against claims for bodily injury, personal injury and property
                  damage based upon, involving or arising out of the ownership,
                  use, occupancy or maintenance of the Premises and all areas
                  appurtenant thereto. Such insurance shall be on an occurrence
                  basis providing single limit coverage in an amount not less
                  than $1,000,000 per occurrence with an "Additional Insured -
                  Managers or Lessors of Premises" Endorsement and shall contain
                  the "Amendment of Pollution Exclusion" for damage caused by
                  heat, smoke or fumes from a hostile fire. The policy shall not
                  contain any intra-insured exclusions as between insured
                  persons or organizations, but shall include coverage for
                  liability assumed under this Lease as an "insured contract"
                  for the performance of Tenant's indemnity obligations under
                  this Lease. Such insurance shall also cover Tenant's
                  contractual liability under this Lease in an amount
                  periodically adjusted as hereinafter provided to conform to
                  then current standard business practices for comparable
                  business operations, but in no case less than the amounts
                  shown in the applicable Basic Lease Provisions. The liability
                  limit of such insurance shall not, however, limit Tenant's
                  liabilities assumed under this Lease. Tenant shall keep in
                  full force and effect a policy or policies of worker's
                  compensation insurance as required by law, and with employer's
                  liability coverage for bodily injury by accident of not less
                  than $3,000,000 for each accident, and for bodily injury by
                  disease of not less than $3,000,000 for each employee and for
                  the policy limit. If required by Landlord, then the amounts of
                  general liability and employer's liability insurance shall be
                  increased from time to time (but in no event more frequently
                  than once every three (3) years) to an amount reasonably
                  determined by Landlord as may be required, given the then
                  current economic conditions and the size of damage awards
                  generally, to approximate the same level of protection as was
                  provided on the Commencement Date.

                         7.2. Tenant's Casualty Insurance. Tenant shall, at
                  Tenant's expense, obtain and keep in force during the term of
                  this Lease, replacement cost, fire and extended coverage
                  insurance, with vandalism and malicious mischief, sprinkler
                  leakage and earthquake endorsements, in an amount sufficient
                  to cover not less than 100% of the full replacement cost, as
                  the same may exist from time to time, of all of Tenant's
                  personal property, fixtures, equipment and Tenant
                  improvements. Tenant agrees that all personal property of
                  whatever kind, including, without limitation, inventory and/or
                  goods stored at or about the Premises, Tenant's trade fixtures
                  and Tenant's interest in tenant improvements which may be at
                  any time located in, on or about the Premises or the Building,
                  whether owned by Tenant or third parties, shall be at Tenant's
                  sole risk or at the risk of those claiming through Tenant, and
                  that Landlord shall not be liable for any damage to or loss of
                  such property except for loss or damage arising from or caused
                  by the sole gross negligence of Landlord or any of Landlord's
                  officers, employees, agents or authorized representatives
                  acting within the scope of their authority.



                                       7
<PAGE>


                         7.3. Form of 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 any lender having a lien on the Premises, as set
                  forth in the most current issue of "Bests Insurance Guide."
                  Tenant shall not do or permit to be done anything which shall
                  invalidate any insurance policy referred to in this 
                  Paragraph 7. Tenant shall provide Landlord with
                  copies of insurance policies or certificates of insurance
                  prior to the Commencement Date of the Lease and shall provide
                  to Landlord copies of replacement policies at least ninety
                  (90) days prior to the date of expiration of a policy. A
                  binder or certificate of insurance shall be sufficient
                  evidence of insurance pending issuance of a policy; provided,
                  however, that Tenant shall forward a copy of each policy to
                  Landlord when issued. Such insurance policies shall be on
                  forms reasonably acceptable to Landlord and shall be on an
                  occurrence basis. Such insurance shall name Landlord, any
                  management agent from time to time designated by Landlord, any
                  lender of Landlord as additional insureds, and shall provide
                  that coverage of additional insureds shall be primary and that
                  any insurance maintained by Landlord shall be excess only.
                  Such insurance shall provide that the interests of Landlord,
                  Tenant and other insureds shall be severable such that the act
                  or omission of one insured shall not avoid or reduce the
                  coverage of other insureds. Such insurance shall contain
                  endorsements (a) stating that the insurer agrees to notify
                  Landlord in writing not less than thirty (30) days in advance
                  of modification or cancellation thereof, (b) deleting any
                  employee exclusion on personal injury coverage, (c) including
                  employees as additional insureds, (d) deleting any exclusion
                  from liability caused by serving alcoholic beverages
                  incidental to Tenant's business, and (e) providing for
                  coverage for employer's non-owned automobile liability.
                  Failure of Tenant to maintain insurance coverages required by
                  this Lease for any time period during the Term or failure of
                  Tenant to deliver evidence of insurance or copies of policies
                  shall be material defaults under this Lease.

                         7.4. Landlord Insurance. Landlord shall carry such 
                  insurance with respect to the Building, of the type and 
                  amounts as Landlord, in its sole discretion, shall deem 
                  reasonably appropriate. The cost of any such insurance 
                  shall be includable as Operating Expenses pursuant to 
                  Section 3.3 above. If Tenant fails to maintain, or to provide
                  Landlord with, evidence of the required insurance coverages,
                  Landlord shall have the right, but not the obligation, to 
                  obtain such insurance coverages on Tenant's behalf. The
                  cost of such insurance coverages shall be deemed additional 
                  rent payable by Tenant to Landlord upon demand.

                         7.5. Waiver of Liability of Landlord. Except in the 
                  event of Landlord's sole gross negligence, Tenant hereby 
                  agrees that Landlord shall not be liable for (a) injury to 
                  Tenant's business or any loss of income therefrom, (b) loss 
                  of or damage to the goods, wares, merchandise or other 
                  property of Tenant, Tenant's employees, invitees, 
                  customers, or any other person in or about the Premises or 
                  the Project, or (c) injury to the person of Tenant, 
                  Tenant's employees, agents, contractors, invitees, 
                  customers, or any other person in or about the Premises or 
                  the Project, whether such damage or injury is caused by or 
                  results from theft, fire, steam, electricity, gas, water or 
                  rain, or from the breakage, leakage, obstruction or other 
                  defects of pipes, sprinklers, wires, appliances, plumbing, 
                  air conditioning or lighting fixtures, from indoor air 
                  pollution, electromagnetic radiation or other conditions 
                  associated with the so-called "sick building syndrome," or 
                  from any other cause, whether damage or injury results from 
                  conditions arising upon the Premises or upon other portions 
                  of the Project, or from other sources or places appurtenant 
                  to the Premises and regardless of whether the cause of such 
                  damage or injury or the means of repairing the same is 
                  inaccessible to Tenant. Landlord shall not be liable for 
                  any damages arising from any act or neglect of any other 
                  tenant, occupant, or user of the Project, nor from the 
                  failure of Landlord to enforce the provisions of any other 
                  lease of any other tenant of the Project.

                         7.6. Indemnification. Tenant shall indemnify and 
                  save harmless Landlord from and against any and all 
                  liability, liens, claims, demands, expenses, fees, costs, 
                  fines, penalties, suits, proceedings, actions and causes of 
                  action of any and every kind and nature arising or growing 
                  out of or relating to Tenant's use, occupancy, management 
                  or control of the Premises or Tenant's operations, conduct 
                  or activities in the Project. Landlord shall indemnify and 
                  save harmless Tenant from and against any and all 
                  liability, liens, claims, demands, expenses, fees, costs, 
                  fines, penalties, suits, proceedings, actions and causes of 
                  action of any and every kind and nature arising or growing 
                  out of or relating to a breach of Landlord of its 
                  obligations to Tenant pursuant to this Lease, or the gross 
                  negligence or willful misconduct of Landlord.

                         7.7. Waiver of Subrogation. Tenant and Landlord each 
                  hereby release and relieve the other, and waive their 
                  entire right of recovery against the other, for direct or 
                  consequential loss or damage arising out of or incident to 
                  the perils covered by property insurance carried by such 
                  party, whether due to the negligence of Landlord or Tenant 
                  or their agents, employees, contractors and/or invitees. If 
                  necessary all property insurance policies required under 
                  this Lease shall be endorsed to so provide.

                            8. DAMAGE OR DESTRUCTION.

                         8.1.  Definitions

                                        8.1.1. "Premises Damage" shall mean that
                           the Premises are damaged or destroyed to any extent.

                                        8.1.2. "Building Partial Damage" shall
                           mean that the Building of which the Premises are a
                           part is damaged or destroyed to the extent that the
                           cost to repair is less than fifty percent (50%) of
                           the then Replacement Cost of the Building.

                                        8.1.3. "Building Total Destruction"
                           shall mean that the Building of which the Premises
                           are a part is damaged or destroyed to the extent that
                           the cost to repair is fifty percent (50%) or more of
                           the then Replacement Cost of the Building.

                                        8.1.4. "Project Total Destruction" shall
                           mean that the Project (as defined in paragraph 1.1)
                           is damaged or destroyed to the extent that the cost
                           of repair is fifty percent (50%) or more of the then
                           Replacement Cost of the Project.

                                        8.1.5. "Insured Loss" shall mean damage
                           or destruction caused by an event required to be
                           covered by the insurance described in Section 7. The
                           fact that an Insured Loss has a deductible amount
                           shall not make the loss an uninsured loss.

                                        8.1.6. "Replacement Cost" shall mean the
                           amount of money necessary to be spent in order to
                           repair or rebuild the damaged area to the condition
                           that existed immediately prior to the occurrence of
                           the damage, excluding all improvements made by
                           tenants, other than those installed by Landlord at
                           Tenant's expense.



                                       8
<PAGE>


                         8.2.1.        Premises Damage; Premises Building 
                                       Partial Damage

                                        8.2.1.  Insured Loss. Subject to the 
                           provisions of paragraphs 8.4 and 8.5, if at any 
                           time during the term of this Lease there is damage 
                           which is an Insured Loss and which falls into the 
                           classification of either Premises Damage or 
                           Building Partial Damage, then Landlord shall, as 
                           soon as reasonably possible and to the extent the 
                           required materials and labor are readily available 
                           through usual commercial channels, at Landlord's 
                           expense, repair such damage (but not Tenant's 
                           fixtures, equipment or tenant improvements 
                           originally paid for by Tenant) to its condition 
                           existing at the time of the damage, and this Lease 
                           shall continue in full force and effect.

                                        8.2.2. Uninsured Loss. Subject to the 
                           provisions of paragraphs 8.4 and 8.5, if at any 
                           time during the term of this Lease there is damage 
                           which is not an Insured Loss and which falls 
                           within the classification of Premises Damage or 
                           Building Partial Damage, unless caused by a 
                           negligent or willful act of Tenant (in which event 
                           Tenant shall make the repairs at Tenant's 
                           expenses), which damage prevents Tenant from 
                           making any substantial use of the Premises, 
                           Landlord may at Landlord's option either (i) 
                           repair such damage as soon as reasonably possible 
                           at Landlord's expense, in which event this Lease 
                           shall continue in full force and effect, or (ii) 
                           give written notice to Tenant within thirty (30) 
                           days after the date of the occurrence of such 
                           damage of Landlord's intention to cancel and 
                           terminate this Lease as of the date of the 
                           occurrence of such damage, in which event Tenant 
                           shall have the option to repair the damage at 
                           Tenant's expense. If Tenant does not choose to 
                           make such repairs, event this Lease shall 
                           terminate as of the date of the occurrence of such 
                           damage.

                         8.3. Building Total Destruction; Project Total 
                  Destruction. Subject to the provisions of paragraphs 8.4 
                  and 8.5, if at any time during the term of this Lease there 
                  is damage, whether or not it is an Insured Loss, which 
                  falls in the classifications of either (i) Building Total 
                  Destruction, or (ii) Project Total Destruction, then 
                  Landlord may at Landlord's option either (i) repair such 
                  damage or destruction as soon as reasonably possible at 
                  Landlord's expense (to the extent the required materials 
                  are readily available through usual commercial channels) to 
                  its condition existing at the time of the damage, but not 
                  Tenant's fixtures, equipment or tenant improvements, and 
                  this Lease shall continue in full force and effect, or (ii) 
                  give written notice to Tenant within thirty (30) days after 
                  the date of occurrence of such damage of Landlord's 
                  intention to cancel and terminate this Lease, in which case 
                  this Lease shall terminate as of the date of the occurrence 
                  of such damage.

                         8.4. Damage Near End of Term

                                        8.4.1. Subject to paragraph 8.4.2, if at
                           any time during the last twelve (12) months of the
                           term of this Lease there is substantial damage to the
                           Premises, Landlord or Tenant may cancel and terminate
                           this Lease as of the date of occurrence of such
                           damage by giving written notice to the other within
                           thirty (30) days after the date of occurrence of such
                           damage.

                                        8.4.2. Notwithstanding paragraph 8.4.1,
                           in the event that Tenant has an option to extend or
                           renew this Lease, and the time within which said
                           option may be exercised has not yet expired, Tenant
                           shall exercise such option, if it is to be exercised
                           at all, no later than twenty (20) days after the
                           occurrence of an Insured Loss falling within the
                           classification of Premises Damage during the last
                           twelve (12) months of the term of this Lease. If
                           Tenant duly exercises such option during said twenty
                           (20) day period, Landlord shall, at Landlord's
                           expense, repair such damage, but not Tenant's
                           fixtures, equipment or tenant improvements, as soon
                           as reasonably possible and this Lease shall continue
                           in full force and effect. If Tenant fails to exercise
                           such option during said twenty (20) day period, then
                           Landlord may at Landlord's option terminate and
                           cancel this Lease as of the expiration of said twenty
                           (20) day period by giving written notice to Tenant of
                           Landlord's election to do so within ten (10) days
                           after the expiration of said twenty (20) day period,
                           notwithstanding any term or provision in the grant of
                           option to the contrary.

                         8.5.  Abatement of Rent; Tenant's Remedies

                                        8.5.1. In the event Landlord repairs or
                           restores the Building or Premises pursuant to the
                           provisions of Section 8, and any part of the Premises
                           are not useable (including loss of use due to loss of
                           access or essential services), the rent payable
                           hereunder (including Tenant's Share of Operating
                           Expenses) for the period during which such damage,
                           repair or restoration continues shall be abated,
                           provided (1) the damage was not the result of the
                           negligence of Tenant, and (2) such abatement shall
                           only be to the extent of the pro-rata share of the
                           Premises that is adversely affected. Except for said
                           abatement of rent, if any, Tenant shall have no claim
                           against Landlord for any damage suffered by reason of
                           any such damage, destruction, repair or restoration,
                           unless caused by Landlord's gross negligence or
                           willful misconduct.

                                        8.5.2. If Landlord shall be obligated to
                           repair or restore the Premises under the provisions
                           of this Section 8 and shall not commence, in a
                           substantial and meaningful way, the repair or
                           restoration of the Premises within ninety (90) days
                           after such obligation shall accrue, Tenant may, at
                           any time prior to the commencement of such repair or
                           restoration, give written notice to Landlord and to
                           any lenders of which Tenant has actual notice of
                           Tenant's election to terminate this Lease on a date
                           not less than sixty (60) days following the giving of
                           such notice. If Tenant gives such notice to Landlord
                           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 Landlord or a
                           lender commences the repair or restoration of the
                           Premises within thirty (30) days after receipt of
                           such notice, this Lease shall continue in full force
                           and effect. "Commence" as used in this Paragraph
                           shall mean either the unconditional authorization of
                           the preparation of the required plans, or the
                           beginning of the actual work on the Premises,
                           whichever first occurs.

                                                        8.5.2.1. Notwithstanding
                                    anything to the contrary in Paragraph 15:
                                    (a) If Landlord is required to or elects to
                                    repair or restore the Premises, Landlord
                                    shall notify Tenant within thirty (30) days
                                    of the date of such casualty, and such
                                    notice shall specify Landlord's architect's
                                    or engineer's reasonable estimate as to the
                                    time required to repair or restore the
                                    Premises; (b) If, in the reasonable opinion
                                    of Landlord's architect or engineer, the
                                    Premises will take longer than one hundred
                                    and twenty (120) days to repair or restore,
                                    Tenant may, notwithstanding Landlord's
                                    election to rebuild, terminate this Lease by
                                    written notice to Landlord within five (5)
                                    days after Tenant's receipt of Landlord's
                                    notice. Such termination shall be effective
                                    thirty (30) days after the giving of
                                    Tenant's 



                                       9
<PAGE>




                                    notice; (c) If Landlord fails to repair or 
                                    restore the premises (including reasonable 
                                    means of access thereto) within a period
                                    which is thirty (30) days longer than the 
                                    period stated in Landlord's notice to Tenant
                                    as the estimated rebuilding period,
                                    Tenant, at any time thereafter until such 
                                    rebuilding is completed, may terminate this
                                    Lease by delivering written notice to 
                                    Landlord of such termination, in which event
                                    this Lease shall terminate as of the date of
                                    the giving of such notice. (d) Subject to 
                                    Tenant's right of termination pursuant to 
                                    subparagraph (b) above, if the casualty to 
                                    the Premises or the Building is due to 
                                    Landlord's negligence or willful misconduct,
                                    Landlord shall be obligated to rebuild or 
                                    restore the same notwithstanding any
                                    insufficiency of insurance proceeds. (e) 
                                    Lessee's rights to termination hereunder 
                                    shall be in addition to its right of
                                    termination under Section 8.5.2 of this 
                                    Lease.

                                        8.5.3. Tenant agrees to cooperate with
                           Landlord in connection with any such restoration and
                           repair, including but not limited to the approval
                           and/or execution of plans and specifications
                           required.

                         8.6. Termination-Advance Payments. Upon termination
                  of this Lease pursuant to Section 8, an equitable 
                  adjustment shall be made concerning advance rent and any 
                  advance payments made by Tenant to Landlord. Landlord 
                  shall, in addition, return to Tenant so much of Tenant's 
                  security deposit as has not theretofore been applied by 
                  Landlord.

                         8.7. Waiver. Landlord and Tenant waive the provisions
                  of any statute which relates to termination of leases when
                  leased property is destroyed and agree that such event shall
                  be governed by the terms of this Lease.

                         8.8. Insurance Limitation. Notwithstanding anything 
                  else to the contrary contained in this Section 8, Landlord 
                  shall have no obligation to pay for the repair or 
                  restoration of damage or destruction to the Premises caused 
                  by fire or other casualty more than the amount of the 
                  insurance proceeds payable for the benefit of Landlord by 
                  reason of such damage or destruction, plus any amounts 
                  actually paid by Tenant as required in this Section 8 for 
                  the excess of the cost of reconstructing tenant 
                  improvements over the original cost of such tenant 
                  improvements paid initially by Landlord. If the sum of such 
                  insurance proceeds, plus the amount so paid by Tenant, are 
                  not sufficient to cover the cost of such repairs, then 
                  Landlord may elect to so repair or restore and the Lease 
                  shall continue in full force and effect, or Landlord may 
                  elect not to repair or restore and the Lease shall then 
                  terminate. Landlord and Tenant waive the provisions of any 
                  statute which relate to termination of leases when leased 
                  property is destroyed and agree that such event shall be 
                  governed by the terms of this Lease.

                                    9. TAXES.

       Tenant shall pay all taxes and license fees levied, assessed or imposed
by reason of Tenant's use of the Premises, and all taxes on Tenant's trade
fixtures, furnishings, equipment and all other personal property located on the
Premises. If any of Tenant's personal property shall be assessed with Landlord's
real property, Tenant shall pay to Landlord the taxes attributable to Tenant
within ten (10) days after receipt of a written statement setting forth the
taxes applicable to Tenant's property. Landlord shall pay all property taxes or
assessments applicable to the Project, subject to reimbursement by Tenant of
Tenant's share of such taxes in accordance with the provisions of Section 3.3.

                          10. ASSIGNMENT AND SUBLETTING.

                         10.1. Prohibition of Assignment or Sublet. Except as 
                  otherwise provided herein, Tenant shall not assign, 
                  transfer, mortgage or otherwise encumber, voluntarily or by 
                  operation of law, this Lease or any interest hereof, or 
                  sublet the Premises or any portion thereof, or permit any 
                  other person to occupy the Premises or any portion thereof 
                  without the express written consent of Landlord, which 
                  consent may not be unreasonably withheld and shall, in any 
                  event, be subject to the provisions of Section 10.2 below. 
                  Consent to one assignment or subletting shall not 
                  constitute a waiver of this provision or consent to any 
                  further assignment or subletting. Tenant shall reimburse 
                  Landlord for any reasonable costs and expenses, including 
                  but not limited to legal expenses, incurred by Landlord in 
                  connection with its review of any proposed assignment or 
                  subletting, whether or not Landlord gives its consent. No 
                  assignee for the benefit of creditors, trustee in 
                  bankruptcy or purchaser at any execution sale, shall have 
                  the right to possess or occupy the Premises or any part 
                  thereof, or claim and right hereunder or assignment. For 
                  the purposes of this Lease, provided that the use of the 
                  Premises does not change, an assignment and sublet shall 
                  not be deemed to include any transfer, assignment or 
                  subletting of the Premises (or any portion thereof) to any 
                  entity which controls, is controlled by, or is under common 
                  control with Tenant; to any entity which result from a 
                  merger of, reorganization of or consolidation with Tenant; 
                  or to any entity which acquires substantially all of the 
                  assets of Tenant, as a going concern, with respect to the 
                  business that is being conducted in the Premises; nor shall 
                  assignment or sublet include the transfer or sale of stock, 
                  or the transfer of the beneficial ownership or effective 
                  voting control of Tenant from the person(s) having 
                  effective voting control as of the date of Tenant's 
                  execution of this Lease, where such transfer occurs in 
                  connection with any bona fide financing or capitalization 
                  for the benefit of Tenant.

                         10.2. Procedure for Consent. In the event Tenant wishes
                  to sublet or assign the Premises, or any portion thereof, the
                  following procedure shall apply:

                                        10.2.1. Tenant shall submit in writing
                           to Landlord the name of the proposed subtenant or
                           assignee, the nature of the business to be carried on
                           the Premises, a copy of the proposed sublease or
                           assignment, including all terms and conditions
                           thereof, and such reasonable financial information
                           regarding such subtenant or assignee as Landlord
                           shall request;

                                        10.2.2. At any time within thirty (30)
                           days of Landlord's receipt of the information
                           specified in Section 10.2, Landlord may, by written
                           notice to Tenant, elect either to (a) consent to the
                           subletting or assignment of the Premises upon the
                           same terms and conditions as those offered to the
                           proposed subtenant or assignee; (b) terminate this
                           Lease with respect to the portion of the Premises
                           proposed to be subleased or assigned, with a
                           proportionate abatement of rent payable hereunder;
                           (c) consent to such subletting or assignment, in
                           which event such consent shall be conditioned upon
                           the agreement by Tenant to pay over to Landlord the
                           amount by which any rent or other consideration
                           received by Tenant from subtenant or assignee exceeds
                           the amount of rent payable by Tenant to Landlord
                           pursuant to this Lease as offset by Tenant's costs of
                           subletting; or (d) withhold Landlord's consent.



                                       10
<PAGE>


                         10.3. Continuing Obligation of Tenant. No transfer, 
                  even with the consent of Landlord, shall release Tenant of 
                  its obligation to pay the rent and to perform all other 
                  obligations of Tenant hereunder. Neither a delay in the 
                  approval or disapproval of an assignment or subletting, nor 
                  the acceptance by Landlord of any payment due hereunder 
                  from any source other than Tenant shall be deemed a waiver 
                  by Landlord of any provision of this Lease or to be a 
                  consent to any assignment or subletting. If Tenant's 
                  obligations under this Lease have been guaranteed by third 
                  parties, then an assignment or sublease, and Landlord's 
                  consent thereto, shall not be effective unless said 
                  guarantors give their written consent to such sublease and 
                  the terms thereof. In the event of any default under this 
                  Lease, Landlord may proceed directly against Tenant, any 
                  guarantors or anyone else responsible for the performance 
                  of this Lease, including the subtenant, without first 
                  exhausting Landlord's remedies against any other person or 
                  entity responsible therefor to Landlord, or any security 
                  held by Landlord or Tenant. Landlord may consent to 
                  subsequent assignments or modifications of this Lease by 
                  Tenant's transferee, without notifying Tenant or obtaining 
                  its consent. Such action shall not relieve Tenant's 
                  liability under this Lease.

                         10.4. Landlord's written consent to any assignment or
                  subletting of the Premises by Tenant shall not constitute an
                  acknowledgment that no Default then exists under this Lease of
                  the obligations to be performed by Tenant, nor shall such
                  consent be deemed a waiver of any then existing Default,
                  except as may be otherwise stated by Landlord at the time.

                         10.5. The discovery of the fact that any financial
                  statement relied upon by Landlord in giving its consent to an
                  assignment or subletting was materially false or misleading
                  shall, at Landlord's election, render Landlord's said consent
                  null and void.

                         10.6. Additional Terms. The following terms and 
                  conditions shall apply to any subletting by Tenant of all or
                  any of the Premises and shall be deemed included in all 
                  subleases under this Lease whether or not expressly 
                  incorporated therein.

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

                                        10.6.2. In the event of a default by
                           Tenant in the performance of its obligations under
                           this Lease, Landlord at its option and without any
                           obligation to do so may require any subtenant to
                           attorn to Landlord in which event Landlord shall
                           undertake the obligations of the sublandlord under
                           such sublease from the time of the exercise of said
                           option to the expiration of such sublease; provided,
                           however, Landlord shall not be liable for any prepaid
                           rents or security deposit previously paid by the
                           subtenant to such sublandlord (unless such prepaid
                           rents or security deposit have been delivered to
                           Landlord) or for any other prior defaults of such
                           sublandlord under such sublease.

                                        10.6.3. Any matter or thing requiring
                           the consent of the sublandlord under a sublease shall
                           also require the consent of Landlord herein.

                                        10.6.4. No subtenant shall further
                           assign or sublet all or any part of the premises
                           without Landlord's prior written consent.

                         10.7. Excess Rent. Notwithstanding any other 
                  provision of Section 10 to the contrary, if the 
                  consideration Tenant receives for any assignment, sublease 
                  or transfer exceeds the rent payable under this Lease for 
                  the same period and portion of the Premises, the excess 
                  shall be immediately due and payable by Tenant to Landlord 
                  as additional rent under this Lease as offset by Tenant's 
                  costs of subletting.

                         10.8. No Merger. No merger shall result from 
                  Tenant's sublease of the Premises under this Section 10, 
                  Tenant's surrender of this Lease or the termination of this 
                  Lease in any other manner. In any such event, Landlord may 
                  terminate any or all subtenancies or succeed to the 
                  interest of Tenant as sublandlord thereunder.

                                  11. DEFAULT.

                         11.1. Default by Tenant. The occurrence of any one or
                  more of the following events shall constitute a material 
                  Default of this Lease by Tenant:

                                        11.1.1. The vacation or abandonment of
                           the Premises by Tenant. Vacation of the Premises
                           shall include the failure to occupy the Premises for
                           a continuous period of thirty (30) days or more,
                           whether or not the rent is paid.

                                        11.1.2. The failure by Tenant to make
                           any payment of rent or any other payment required to
                           be made by Tenant hereunder, as and when due, where
                           such failure shall continue for a period of three (3)
                           days after written notice thereof from Landlord to
                           Tenant. In the event that Landlord serves Tenant with
                           a Notice to Pay Rent or Quit pursuant to applicable
                           unlawful detainer statutes such Notice to Pay Rent or
                           Quit shall also constitute the notice required by
                           this subsection.



                                       11
<PAGE>


                                        11.1.3. The failure by Tenant to observe
                           or perform any of the express or implied covenants,
                           conditions or provisions of this Lease to be observed
                           or performed by Tenant other than that referenced in
                           subsection 11.1.2 above, where such failure shall
                           continue for a period of thirty (30) days after
                           written notice thereof from Landlord to Tenant;
                           provided, however, that if the nature of Tenant's
                           noncompliance is such that more than thirty (30) days
                           are reasonably required for its cure, then Tenant
                           shall not be deemed to be in default if Tenant
                           commenced such cure within said thirty (30) day
                           period and thereafter diligently pursues such cure to
                           completion. To the extent permitted by law, such
                           thirty (30) day notice shall constitute the sole and
                           exclusive notice required to be given to Tenant under
                           applicable unlawful detainer statutes.

                                        11.1.4. The making by Tenant of a
                           general assignment for the benefit of creditors; (b)
                           Tenant's becoming a "debtor" as defined in 11 U.S.C.
                           ss.101 or any successor statute thereto (unless, in
                           the case of a petition filed against Tenant, the same
                           is dismissed within sixty (60) days); (c) the
                           appointment of a trustee or receiver to take
                           possession of substantially all of Tenant's assets
                           located at the Premises or of Tenant's interest in
                           this Lease, where possession is not restored within
                           thirty (30) days; or (d) the attachment, execution or
                           other judicial seizure of substantially all of
                           Tenant's assets located at the Premises or of
                           Tenant's interest in this Lease, where such seizure
                           is not discharged within thirty (30) days. In the
                           event that any provision of this subsection 11.1.4 is
                           contrary to any applicable law, such provision shall
                           be of no force or effect.

                                        11.1.5. The discovery by Landlord that
                           any financial statement given to Landlord by Tenant,
                           or is successor in interest or by any guarantor of
                           Tenant's obligation hereunder was materially false or
                           misleading.

                                        11.1.6. If the performance of Tenant's
                           obligations under this Lease is guaranteed: (a) the
                           termination of a guarantor's liability with respect
                           to this Lease other than in accordance with the terms
                           of such guaranty, (b) a guarantor's becoming
                           insolvent or the subject of a bankruptcy filing, (c)
                           a guarantor's refusal or inability to honor the
                           guarantee, or (d) a guarantor's breach of its
                           guarantee obligation, and Tenant's failure within
                           sixty (60) days following written notice by or on
                           behalf of Landlord to Tenant of any such event, to
                           provide Landlord with written alternative assurance
                           or security, which, when coupled with the then
                           existing resources of Tenant, equals or exceeds the
                           combined financial resources of Tenant and the
                           guarantors that existed at the time of execution of
                           this Lease.

                         11.2. Landlord's Remedies. In the event of any 
                  material Default of this Lease by Tenant, Landlord may at 
                  any time thereafter, with or without notice or demand and 
                  without limiting Landlord in the exercise of any right or 
                  remedy which Landlord may have by reason of such default:

                                        11.2.1. Terminate Tenant's right to
                           possession of the Premises by any lawful means, in
                           which case this Lease and the term hereof shall
                           terminate and Tenant shall immediately surrender
                           possession of the Premises to Landlord. In such event
                           Landlord shall be entitled to recover from Tenant all
                           reasonable damages incurred by Landlord by reason of
                           Tenant's default 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 any real estate commission actually paid;
                           the worth at the time of award by the court having
                           jurisdiction thereof of the amount by which the
                           unpaid rent for the balance of the term after the
                           time of such award exceeds the amount of such rental
                           loss for the same period that Tenant proves could be
                           reasonably avoided; that portion of the leasing
                           commission paid by Landlord pursuant to Section 27
                           applicable to the unexpired term of this Lease.

                                        11.2.2. Maintain Tenant's right to
                           possession in which case this Lease shall continue in
                           effect whether or not Tenant shall have vacated or
                           abandoned the Premises. In such event, Landlord shall
                           be entitled to enforce all of Landlord's rights and
                           remedies under this Lease, including the right to
                           recover the rent as it becomes due hereunder.

                                        11.2.3. Pursue any other remedy now or
                           hereafter available to Landlord under the laws or
                           judicial decisions of the state wherein the Premises
                           are located. Unpaid installments of rent and other
                           unpaid monetary obligations of Tenant under the terms
                           of this Lease shall bear interest from the date due
                           at the maximum rate then allowable by law.

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

                         11.3. Inducement, Recapture and Effect of Breach. 
                  Any agreement by Landlord for free or abated rent or other 
                  charges applicable to the Premises, or for the giving or 
                  paying by Landlord to or for Tenant of any cash or other 
                  bonus, inducement or consideration for Tenant's entering 
                  into this Lease, all of which concessions are hereinafter 
                  referred to as "Inducement Provisions," shall be deemed 
                  conditioned upon Tenant's full and faithful performance of 
                  all the terms, covenants and conditions of this Lease to be 
                  performed or observed by Tenant during the term hereof as 
                  the same may be extended. Upon the occurrence of a breach 
                  of this Lease by Tenant, as defined in paragraph 11.1, any 
                  such Inducement Provision shall automatically be deemed 
                  deleted from this Lease and of no further force or effect, 
                  as though it had never been a part hereof, and any rent, 
                  other charge, bonus, inducement, or consideration 
                  theretofore abated, given or paid by Landlord under such an 
                  Inducement Provision shall be immediately due and payable 
                  by Tenant to Landlord, and recoverable by Landlord as 
                  additional rent due under this Lease, notwithstanding any 
                  subsequent cure of said breach by Tenant. The acceptance by 
                  Landlord of rent or the cure of the breach which initiated 
                  the operation of this paragraph shall not be deemed a 
                  waiver by Landlord of the provisions of this paragraph 
                  unless specifically so stated in writing by Landlord at the 
                  time of such acceptance.

                         11.4. Right of Landlord to Re-Enter. In the event of 
                  any termination of this Lease, Landlord shall have the 
                  immediate right to enter upon and repossess the Premises, 
                  and any personal property of Tenant may be removed from the 
                  Premises and stored in any public warehouse at the risk and 
                  expense of Tenant.

                                       12
<PAGE>


                         11.5. Default by Landlord. Landlord shall not be in 
                  default unless Landlord fails to perform obligations 
                  required of Landlord within a reasonable time, but in no 
                  event later than thirty (30) days after written notice by 
                  Tenant to Landlord and to the holder of any first mortgage 
                  or deed of trust covering the Premises whose name and 
                  address shall have theretofor been furnished to Tenant in 
                  writing, specifying wherein Landlord has failed to perform 
                  such obligation; provided, however, that if the nature of 
                  Landlord's obligation is such that more than thirty (30) 
                  days are required for performance then Landlord shall not 
                  be in default if Landlord commences performance within such 
                  30-day period and thereafter diligently pursues the same to 
                  completion.

                            12. ENVIRONMENTAL MATTERS.

                         12.1.  Definitions. For purposes of this Section 12:

                                        12.1.1. With the exception of standard
                           office products "Hazardous Materials" means any
                           product, 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: (a) potentially injurious to the public
                           health, safety or welfare, the environment or
                           Premises, (b) regulated or monitored by any
                           governmental authority, or (c) a basis for liability
                           of Landlord to any governmental agency or third party
                           under any applicable statute or common law theory.
                           Hazardous Materials include, but are not limited to,
                           substances defined as "hazardous wastes," "hazardous
                           substances," "toxic substances," "pollutants,"
                           "contaminants," "chemicals known to the State to
                           cause cancer or reproductive toxicity," "radioactive
                           materials," or other similar designations in, or
                           otherwise subject to regulation under, the
                           Comprehensive Environmental Response, Compensation
                           and Liability Act of 1980, as amended by the
                           Superfund Amendments and Reauthorization Act of 1986
                           ("CERCLA"), 42 U.S.C. ss. 9601 et seq.; the Hazardous
                           Substances Account Act ("HSAA"), California Health
                           and Safety Code ss. 25300 et seq.; the Toxic
                           Substance Control Act ("TSCA"), 15 U.S.C. ss. 2601 et
                           seq.; the Hazardous Materials Transportation Act, 49
                           U.S.C. ss. 1802; the Resource Conservation and
                           Recovery Act ("RCRA"), 42 U.S.C. ss. 9601 et seq.;
                           the Hazardous Waste Control Law ("HWCL"), California
                           Health and Safety Code ss. 25100 et seq.; the Safe
                           Drinking Water and Toxic Enforcement Act of 1986,
                           California Health and Safety Code ss. 25249.5 et
                           seq.; the Porter-Cologne Water Quality Control Act
                           ("Porter-Cologne"), California Water Code ss. 13000
                           et seq.; the Clean Water Act ("CWA"), 33 U.S.C. ss.
                           1251 et seq.; the Safe Drinking Water Act, 42 U.S.C.
                           ss. 300f et seq.; the Clean Air Act ("CAA"), 42
                           U.S.C. ss. 7401 et seq.; the California Air Pollution
                           Control Law, California Health and Safety Code ss.
                           39000 et seq.; and in the plans, rules, regulations
                           or ordinances adopted, or other criteria and
                           guidelines promulgated pursuant to the preceding laws
                           or other similar laws, regulations, rule or ordinance
                           now or hereafter in effect (collectively the
                           "Environmental Laws"); and any other substances,
                           constituents or wastes subject to environmental
                           regulations under any applicable federal, state or
                           local law, regulation or ordinance now or hereafter
                           in effect.

                                        12.1.2. "Environmental Conditions" means
                           conditions of the environment, including the ocean,
                           natural resources (including flora and fauna), soil,
                           surface water, ground water, any present or potential
                           drinking water supply, subsurface strata or the
                           ambient air, relating to or arising out of the use,
                           handling, storage, treatment, recycling, generation,
                           transportation, release, spilling, leaking, pumping,
                           pouring, emptying, discharging, injecting, escaping,
                           leaching, disposal, dumping or threatened release of
                           Hazardous Materials by Tenant or Tenant's successors
                           in interest, agents, representatives, employees or
                           independent contractors. With respect to claims by
                           employees, Environmental Conditions also includes the
                           exposure of persons to Hazardous Materials within a
                           workplace.

                                        12.1.3. "Environmental Noncompliance"
                           includes, without limitation: (1) the release or
                           threatened release of any Hazardous Materials into
                           the environment, any storm drain, sewer, septic
                           system or publicly owned treatment works, in
                           violation of any effluent or emission limitations,
                           standards or other criteria or guidelines established
                           by any federal, state or local law, regulation, rule,
                           ordinance, plan or order; (2) any noncompliance of
                           physical structure, equipment, process or facility
                           with the requirements of building or fire codes,
                           zoning or land use regulations or ordinances,
                           conditional use permits and the like; (3) any
                           noncompliance with federal, state or local
                           requirements governing occupational safety and
                           health; (4) any facility operations, procedures,
                           designs, etc. which do not conform to the statutory
                           or regulatory requirements of the CAA, the CWA, the
                           TSCA, the RCRA, the HSAA, the HWCL, Porter-Cologne or
                           any other Environmental Laws intended to protect
                           public health, welfare and the environment; (5) the
                           failure to have obtained permits, variances or other
                           authorizations necessary for the legal operation of
                           any equipment, process, facility or any other
                           activity; (6) the operation of any facility or
                           equipment in violation of any permit condition,
                           schedule of compliance, administrative or court order
                           and the like.

                                        12.1.4. "Claims" shall include, without
                           limitation; claims, demands, suits, causes of action
                           for personal injury or property damage (including any
                           depreciation of property values, lost use of
                           property, consequential damages arising directly or
                           indirectly out of Environmental Conditions); actual
                           or threatened damages to natural resources; claims
                           for the recovery of response costs, or administrative
                           or judicial orders directing the performance of
                           investigations, response or remedial actions under
                           CERCLA, RCRA, HSAA, RCRA or other Environmental Laws;
                           a requirement to implement "corrective action"
                           pursuant to any order or permit issued pursuant to
                           RCRA; claims for restitution, contribution or
                           equitable indemnity from third parties or any
                           governmental agency; fines, penalties, liens against
                           property; claims for injunctive relief or other
                           orders or notices of violation from federal, state or
                           local agencies or courts; and, with regard to any
                           present or former employees, exposure to or injury
                           from Environmental Conditions.

                                        12.1.5. "Expenses" shall include any
                           liability, loss, cost or expense including, without
                           limitation, costs of investigation, cleanup, remedial
                           or response action, the costs associated with posting
                           financial assurances for the completion of response,
                           remedial or corrective actions, the preparation of
                           any closure or other necessary or required plans or
                           analyses, or other reports or analyses submitted to
                           or prepared by regulating agencies, including the
                           cost of health assessments, epidemiological studies
                           and the like, retention of engineers and other expert
                           consultants, legal counsel, capital improvements,
                           operation and maintenance testing and monitoring
                           costs, power and utility costs and pumping taxes or
                           fees, and administrative costs incurred by
                           governmental agencies.



                                       13
<PAGE>


                         12.1.6. Legal Requirements. Legal requirements shall 
                  mean all present and future laws (including but not limited 
                  to environmental laws) and all covenants, restrictions and 
                  conditions now or hereafter of record which may be 
                  applicable to Tenant or to the Premises or to the use, 
                  manner of use, occupancy, possession, operation, 
                  maintenance, alteration, repair, or restoration of the 
                  Premises, even if compliance therewith necessitates 
                  structural changes within the Premises or results in 
                  interference with the use or enjoyment of the leased 
                  Premises. Tenant shall at its expense comply with and 
                  conform to all legal requirements including all applicable 
                  environmental laws.

                         12.3. Environmental Indemnification By Tenant. 
                  Tenant agrees to indemnify, defend by counsel acceptable to 
                  Landlord, and hold harmless Landlord, its subsidiaries, 
                  affiliates, successors and assigns and their respective 
                  directors, officers, employees, shareholders, 
                  representatives and agents, from and against and in respect 
                  of any and all Claims, damages (including, without 
                  limitation, diminution in value), losses, liabilities and 
                  Expenses, lawsuits, deficiencies, interest, penalties, 
                  attorneys' fees and all amounts paid in defense or 
                  settlement of the foregoing whether or not arising out of 
                  third-party claims, which may be imposed upon or incurred 
                  by Landlord or asserted against Landlord by any other party 
                  or parties (including Governmental Entities), in connection 
                  with any Environmental Conditions or the remediation of any 
                  Environmental Conditions (whether now known or hereafter 
                  discovered), or any Environmental Noncompliance arising out 
                  of, resulting from, or attributable to, the assets, 
                  business, or operations of Tenant at the Premises, 
                  including without limitation any Claims, Expenses, losses, 
                  liabilities, etc. resulting from the alleged exposure of 
                  any person to Environmental Conditions, provided that such 
                  Environmental Conditions or exposure resulted from 
                  activities of Tenant or Tenant's agents, representatives, 
                  employees or independent contractors. Tenant's obligations 
                  pursuant to this Section shall exist regardless of whether 
                  Landlord is alleged or held to be strictly and/or jointly 
                  and severally liable.

                                        12.3.1. Landlord shall defend,
                           indemnify, and hold Tenant harmless from and against
                           any and all liability, damages, loss, suits, claims,
                           actions, costs and expenses, including without
                           limitation any attorneys' fees, arising from any
                           contamination of the Premises (including the
                           underlying ground water and land) by any Hazardous
                           Materials, where such contamination was not caused by
                           Tenant or Tenant's agents, representatives, employees
                           or independent contractors. Landlord warrants that as
                           of the commencement of this Lease to the best of his
                           knowledge the Premises are free from contamination by
                           any Hazardous Materials. The provisions of this
                           paragraph shall survive the termination of this
                           Lease.

                         12.4. Tenant's Remedial Action Responsibility

                                        12.4.1. It Tenant knows, or has
                           reasonable cause to believe, that a Hazardous
                           Material or Environmental Condition (other than
                           previously consented to by Landlord) has come to be
                           located in, on, under or about the Premises, Tenant
                           shall immediately notify Landlord in writing of the
                           condition.

                                        12.4.2. In the event that Environmental
                           Noncompliance and/or Environmental Conditions
                           resulting from the activities of Tenant or Tenant's
                           agents, representatives, employees or independent
                           contractors is discovered or alleged to exist at the
                           Premises subsequent to the date hereof, Tenant will
                           pay all reasonable costs incurred by Landlord in
                           defending and correcting the conditions which
                           constitute Environmental Noncompliance and/or
                           Environmental Conditions.

                                        12.4.3. Tenant shall be exclusively
                           responsible for the integrity of all facilities at
                           the Premises which handle, treat, store, recycle or
                           dispose of Hazardous Materials. Any incident
                           following the date hereof which results in an actual
                           or threatened release of Hazardous Materials into the
                           environment, or which results or may result in any
                           Environmental Conditions or Environmental
                           Noncompliance, or which contributes or may contribute
                           to known or unknown Environmental Conditions or
                           Environmental Noncompliance, shall be included in
                           Tenant's indemnification obligations to Landlord
                           under this Article.

                         12.5. Inspection Rights. Landlord shall have the 
                  right to enter and inspect the Premises and the business 
                  operations of Tenant, upon reasonable notice and in a 
                  manner so as not to interfere unreasonably with the conduct 
                  of Tenant's business, to investigate the possibility of any 
                  Environmental Condition or Environmental Noncompliance at 
                  the Premises. Landlord may exercise this right at its sole 
                  discretion. During such inspection, Landlord shall have the 
                  right to take such samples and conduct such tests as it may 
                  determine in its sole discretion to be necessary or 
                  advisable. The incurrence by Landlord of any expense under 
                  the provisions of this Section 12.4 shall not impair any 
                  claim for indemnification Landlord may have under the 
                  provisions of this Section 12.

                         12.6. Survival of Article. The provisions of this 
                  Section 12 shall survive, and remain in full force and 
                  effect after, the termination or expiration of this Lease.

             13. LANDLORD'S RIGHT TO ENTRY AND TO RELOCATE PREMISES.

       Landlord and Landlord's agents have the right to enter the Premises at 
any and all reasonable times to inspect the same, to supply janitorial 
service and any other service to be provided by Landlord to Tenant hereunder, 
to show the Premises to prospective purchasers or tenants, to post notices of 
nonresponsibility, to alter, improve or repair the Premises or any other 
portion of the Building, all without such entry constituting any actual or 
constructive eviction of Tenant and without abatement of rent. Landlord may, 
in order to carry out such purposes, erect scaffolding and other necessary 
structures where reasonably required by the character of the work to be 
performed, provided that Landlord shall use reasonable efforts to minimize 
interference with the business of Tenant. Landlord may at any time, place on 
or about the Premises or the Building any ordinary "For Sale" signs, and 
Landlord may at any time during the last 120 days of the term hereof place on 
or about the Premises any ordinary "For Lease" signs. Tenant hereby waives 
any claim for damages, for any injury or inconvenience to or interference 
with Tenant's business, any loss of occupancy or quiet enjoyment of the 
Premises, and any other loss in, upon and about the Premises. Landlord's 
rights pursuant to this Section 13.1 shall be subject to the condition that 
exercise of any of such rights shall not unreasonably interfere with Tenant's 
use of the Premises.

                                       14
<PAGE>


                          14. CONSTRUCTION OF PREMISES

       As promptly as may be reasonably possible, subject to delays arising from
causes beyond Landlord's reasonable control, Landlord shall commence and
complete such work ("Landlord's Work"), if any, as shall be necessary to
complete the construction of the Premises in conformity with the description of
Landlord's Work set forth in Exhibit "D" attached hereto. Landlord's Work in the
Premises shall be in conformity with Exhibit "D," and Landlord's Work shall be
deemed approved by Tenant in all respects when Tenant occupies the Premises,
except as to items which are not completed or do not conform to Exhibit "D" and
as to which Tenant shall give Landlord written notice of Tenant's reasonable
disapproval within ten (10) days after Tenant occupies the Premises. It is
acknowledged and agreed that there shall be no Landlord's Work with respect to
the Premises except as set forth in Exhibit "D".

                                    15. SIGNS

       Tenant shall not place any sign upon the Premises or the Project without
Landlord's prior written consent. Under no circumstances shall Tenant place a
sign on any roof of the Project, or upon or visible from the Common Areas or the
exterior of the Building other than as specified in the Addendum, Section 15, of
this Lease Agreement.

                                  16. SECURITY.

       Tenant acknowledges that it has been advised by Landlord to satisfy
itself with respect to the condition of the Premises from a security standpoint.
Tenant has made such an investigation as it deems necessary with reference to
security matters. Tenant expressly assumes all responsibility for the protection
of the Premises, Tenant, its employees, agents, invitees, contractors and their
property from the acts of third parties.

                               17. EMINENT DOMAIN

       If the Premises or any portion thereof or the Project are taken under the
power of eminent domain, or sold under the threat of the exercise of said power,
this Lease shall terminate as to the part so taken as of the date the condemning
authority takes title or possession, whichever first occurs; provided that if so
much of the Premises or the Project are taken by such condemnation as would
substantially and adversely affect the operation and profitability of Tenant's
business conducted from the Premises, Tenant shall have the option, to be
exercised only in writing within thirty (30) days after Landlord shall have
given Tenant written notice of such taking (or in the absence of such notice,
within thirty (30) days after the condemning authority shall have taken
possession), to terminate this Lease as of the date the condemning authority
takes such possession. If Tenant 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 rent and Tenant's share of
Operating Expenses shall be reduced in the proportion that the floor area of the
Premises taken bears to the total floor area of the Premises. Common Areas taken
shall be excluded from the Common Areas usable by Tenant and no reduction of
rent shall occur with respect thereto or by reason thereof. Landlord shall have
the option in its sole discretion to terminate this Lease as of the taking of
possession by the condemning authority, by giving written notice to Tenant of
such election within thirty (30) days after receipt of notice of taking by
condemnation of any part of the Premises or the Project. Any award for the
taking of all or any part of the Premises or the Project under the power of
eminent domain or any payment made under threat of the exercise of such power
shall be the property of Landlord, whether such award shall be made as
compensation for diminution in value of the leasehold or for the taking of the
fee, or as severance damages; provided, however, that Tenant shall be entitled
to any separate award for loss of or damage to Tenant's trade fixtures,
removable personal property or for damages for cessation or interruption of
Tenant's business.

       In the event that this Lease is not terminated by reason of such
condemnation, Landlord shall to the extent of severance damages received by
Landlord in connection with such condemnation, repair any damage to the Premises
caused by such condemnation except to the extent that Tenant has been reimbursed
therefor by the condemning authority. Tenant shall pay any amount in excess of
such severance damages required to complete such repair.

                                18. SUBORDINATION

       Subject to a receipt of a non-disturbance agreement to Tenant, this Lease
and any Option granted hereby shall be, at Landlord's option, either superior or
subordinate to any mortgage or deed of trust that may exist or hereafter be
placed upon the Building or any part thereof and to any and all advances to be
made thereunder and to the interest thereon and to all renewals, replacements
and extensions thereof. Subject to a receipt of a non-disturbance agreement to
Tenant, Tenant shall, upon written demand by Landlord, execute such instruments
as may be required at any time and, from time to time, to subordinate the rights
and interests of Tenant under this Lease to the lien of any such mortgage or
deed of trust, or, if requested by Landlord, to subordinate any such mortgage or
deed of trust to this Lease. Provided, however, that Tenant shall, in the event
any proceedings are brought for the foreclosure of any such mortgage or deed of
trust, attorn to the purchaser upon foreclosure sale or sale under power of
sale, and shall recognize such purchaser as Landlord under this Lease.

                            19. ESTOPPEL CERTIFICATE

       Provided the information contained therein is true, Tenant shall at any
time and, from time to time, upon not less than fifteen (15) days' prior written
notice from Landlord execute, acknowledge and deliver to Landlord a statement in
writing (a) certifying that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of such modification and certifying
that this Lease, as so modified, is in full force and effect) and the dates to
which the rent and any other charges are paid in advance, if any, (b)
acknowledging that there are not, to Tenant's knowledge, any uncured default on
the part of Landlord, or specifying such defaults if any are claimed, and (c)
containing any other information that Landlord may reasonably require. Any such
statement may be relied upon conclusively by any prospective purchaser or
encumbrancer of the Building. Tenant's failure to deliver such statement within
such time shall be conclusive upon Tenant (a) that this Lease is in full force
and effect, without modification, except as may be represented by Landlord, (b)
that there are no uncured defaults in Landlord's performance, (c) that not more
than one month's rent has been paid in advance, and (d) that any other
information included in such statement by Landlord is true and correct.

                               20. ATTORNEYS' FEES

       If either party named herein brings an action to enforce the terms hereof
or declare rights hereunder, the prevailing party in any such action, trial or
appeal thereon, shall be entitled to reasonable attorneys' fees to be paid by
the losing party as fixed by the court in the same or a separate suit, and
whether or not such action is pursued to decision or judgment. 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 in
good faith. Landlord shall be entitled to reasonable attorneys' fees and all
other costs and expenses incurred in the preparation and service of notices of
default and consultations in connection therewith, whether or not a legal action
is subsequently commenced in connection with such default.



                                       15
<PAGE>


                                   21. PARKING

       So long as Tenant is not in default, and subject to such rules and
regulations as may be established by Landlord from time to time, Tenant shall be
entitled to use, on a monthly basis, the number of parking spaces in the
Project's on-site parking facilities specified in the Basic Lease Provisions.
Landlord shall have the right to designate the location of such parking spaces
and may reserve certain spaces from Tenant's use, as Landlord, in its sole
discretion, may determine.

                                   22. NOTICE

                         22.1. Manner of Service. All notices, demands or 
                  requests from one party to another shall be in writing and 
                  may be personally delivered or sent by mail, certified or 
                  registered, postage prepaid, to the addresses specified in 
                  the Basic Lease Provisions.

                         22.2. Change of Place of Service. Each party shall 
                  have the right, from time to time, to designate a different 
                  address by notice given in conformity with this Section to 
                  the other party.

                           23. HOLDING OVER BY TENANT

       Tenant agrees upon the expiration or termination of this Lease,
immediately and peaceably to yield up and surrender the Premises; notice to quit
or vacate is hereby expressly waived. Tenant shall be liable to Landlord for any
and all damages incurred by Landlord as the result of any failure by Tenant to
timely surrender possession of the Premises as required herein. If Tenant, with
Landlord's consent, remains in possession of the Premises or any part thereof
after the expiration of the Term hereof, such occupancy shall be a tenancy from
month to month upon all the provisions of this Lease pertaining to the
obligations of Tenant, except that the rent payable shall be one hundred
twenty-five percent (125%) of the rent payable immediately preceding the
termination date of this Lease, and all options, if any, granted under the terms
of this Lease shall be deemed terminated and of no further effect during said
month to month tenancy.

                                   24. WAIVER

       No waiver by Landlord of any provision hereof shall be deemed a waiver of
any other provision hereof or of any subsequent breach by Tenant of the same or
any other provision. Landlord's consent to, or approval of, any act shall not be
deemed to render unnecessary the obtaining of Landlord's consent to or approval
of any subsequent act by Tenant. The acceptance of rent hereunder by Landlord
shall not be a waiver of any preceding breach by Tenant of any provision hereof,
other than the failure of Tenant to pay the particular rent so accepted,
regardless of Landlord's knowledge of such preceding breach at the time of
acceptance of such rent.

                             25. TIME OF THE ESSENCE

       TIME IS OF THE ESSENCE OF THIS LEASE WITH RESPECT TO THE OBLIGATIONS TO
BE PERFORMED UNDER THIS LEASE.

                           26. SUCCESSORS AND ASSIGNS

       The covenants and conditions herein contained shall, subject to the
provisions as to assignments, apply to and bind the heirs, successors,
executors, administrators and assigns of the respective parties hereof. If more
than one person or entity is indicated as Tenant herein, each person or entity
subscribing as Tenant shall be jointly and severally liable for all obligations
of Tenant hereunder.

                           27. LANDLORD'S RESERVATIONS

       In addition to its other rights retained or reserved herein, Landlord
shall have the right to change the name, number or designation of the Building
or the Project without notice or liability to Tenant. In addition, Tenant shall
not, without Landlord's prior written consent, use the name of the Building or
the Project for any purpose other than as the address of the business to be
conducted by Tenant at the Premises, and in no event shall Tenant acquire any
rights in or to such names. Landlord shall have the right to (a) at Tenant's
expense, provide and install Building standard graphics or art on the door to
the Premises and/or such portions of the Common Areas as Landlord shall
reasonably deem appropriate; (b) permit any Tenant the exclusive right to
conduct any business as long as such exclusive does not conflict with any rights
expressly given herein; (c) place such signs, notices or displays as Landlord
reasonably deems necessary or advisable upon the roof, exterior of the buildings
or the Project or on pole signs in the Common Areas; (d) reasonably designate,
limit, restrict and control any business and any service in or to the Building
or its tenants; (e) keep, and to use in appropriate instances, keys to all doors
into and within the Premises. Tenant hereby agrees that no locks shall be
changed or added without the prior written consent of Landlord. Landlord
reserves to itself the right, from time to time, to grant such easements, rights
and dedications that Landlord deems necessary or desirable and to cause the
recordation of Parcel Maps and restrictions, so long as such easements, rights,
dedications, Maps and restrictions do not unreasonably interfere with the use of
the Premises by Tenant. Tenant shall sign any of the aforementioned documents
within ten (10) days after written request by Landlord, and failure to do so
shall constitute a material default under this Lease by Tenant without the need
for further notice to Tenant.

                            28. BROKERAGE COMMISSION

       With the exception of the real estate brokerage commission, if any,
payable to the party identified in the Basic Lease Provisions, pursuant to
separate written agreement with Landlord, and which commission Landlord hereby
agrees to pay, Tenant and Landlord each represent and warrant to the other that
neither has had any dealings with any person, firm, broker or finder in
connection with the negotiation of this Lease and/or the consummation of the
transaction contemplated hereby, and no other broker or other person, firm or
entity is entitled to any commission or finder's fee in connection with said
transaction and Tenant and Landlord do each hereby indemnify and hold the other
harmless from and against any costs, expenses, attorneys' fees or 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.


                        29. WAIVER OF RIGHT TO JURY TRIAL

Landlord and Tenant each waives the right to trial by jury.

                                30. GOVERNING LAW

       This Lease shall be governed by, construed and enforced in accordance
with the laws of the State of California.



                                       16
<PAGE>


                        31. CAPTIONS AND INTERPRETATIONS

       The section and paragraph captions contained in this Lease are for
convenience only and shall not be considered in the construction or
interpretation of any provision hereof.

                                32. SEVERABILITY

       If any term, covenant, condition or provision of this Lease is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the provisions shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.

                     33. LEASE NOT EFFECTIVE UNTIL EXECUTED

       Submission by Landlord of this Lease for examination or signature by
Tenant shall not constitute an option and this Lease shall not become effective
until executed by both Tenant and Landlord and delivery of the fully executed
instrument to such parties. This Lease shall not be deemed to be executed by
Landlord until signed by an authorized officer of Landlord.

                        34. EXHIBITS AND ADDENDA TO LEASE

       All Exhibits or Addenda referenced in this Lease (or which are executed
concurrently herewith and attached hereto and refer to this Lease) are
incorporated herein by reference and shall constitute a part of this Lease.


                            35. RECORDATION OF LEASE

       Neither this Lease nor any Memorandum hereof shall be recorded without
the express written consent of Landlord.


                              36. ENTIRE AGREEMENT

       This Lease constitutes the entire agreement between the parties hereto
pertaining to the subject matter hereof, fully supersedes any and all prior
negotiations, understandings, representations, warranties and agreements between
the parties hereto, or any of them, pertaining to the subject matter hereof, and
may be modified only by written agreement, signed by all of the parties hereto.

                          37. COVENANTS AND REPRESENTS.

       Notwithstanding anything to the contrary contained in this Lease:

                         37.1. Landlord. Landlord covenants and represents to
                  Tenant that it has good and marketable title to the Project at
                  the commencement of this Lease, free and clear of all ground
                  leases, liens and encumbrances affecting the Premises or the
                  rights granted to Tenant.

                         37.2. Reciprocal. Landlord and Tenant covenant and
                  represent that they have full and complete authority to enter
                  into this Lease under all of the terms, covenants and
                  provisions set forth herein and so long as Tenant and Landlord
                  perform each and every term, provision, and condition herein
                  contained on the part of Tenant and Landlord to be performed.
                  Tenant may peacefully and quietly enjoy the Premises without
                  hindrance or molestation by Landlord or Landlord's agents.

              LANDLORD AND TENANT 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 LANDLORD AND TENANT WITH RESPECT TO THE
              PREMISES.

              IN WITNESS WHEREOF, the parties hereto have executed this Lease
the day and year first hereinabove written.

EXECUTED AT                        EXECUTED AT
San Diego, California               West Vancouver, BC
-----------------------------      ----------------------------------

ON                                 ON
July 2, 1998                        July 22, 1998
-----------------------------      ----------------------------------

BY TENANT:                         BY LANDLORD:
MAXIM PHARMACEUTICALS              BRITISH PACIFIC PROPERTIES
a Delaware Corporation             a California Corporation

By: /s/Dale A. Sander               By: /s/ William R. Byers
   -------------------------        ---------------------------------

Name: Dale A. Sander                Name: William R. Byers
   -------------------------        ---------------------------------

Title: Chief Financial Officer      Title: Secretary - Treasurer
   -------------------------        ---------------------------------


By:                                 By: /s/ Walter D. Thorneloe
   -------------------------        ---------------------------------

Name:                               Name: Walter D. Thorneloe
      -------------------------          ----------------------------

Title:                              Title: Vice President-Development
      -------------------------           ----------------------------




                                       17
<PAGE>




                                    EXHIBIT A

                        FLOOR PLAN WITH PREMISES DEPICTED


<PAGE>





                                    EXHIBIT B

                RULES AND REGULATIONS FOR BRITISH PACIFIC CENTRE


1.        No tenant or its agents or employees shall loiter in the mall areas or
          other Common Areas of the Building, nor shall they in any way obstruct
          the sidewalks, entry passages, pedestrian passageways, driveways,
          entrances and exits to the Building, and they shall use the same only
          as passageways to and from their respective premises. Landlord
          reserves the right to exclude or expel from the Building any person
          who, in the judgment of Landlord, is intoxicated or under the
          influence of liquor or drugs, or who shall in any manner do any act in
          violation of the rules and regulations of the Building.

2.        No sash doors, sashes, windows, glass doors, lights and skylights that
          reflect or admit light into the Common Areas of the Building shall be
          covered or obstructed by any tenant, and doors leading into the Common
          Areas from tenant premises shall not be left open by any tenant.

3.        Water closets and urinals shall not be used for any purpose other than
          those for which they were constructed, and no rubbish, newspapers,
          food or other substances of any kind shall be thrown into them. No
          tenant or his agents and employees shall throw or discard cigar or
          cigarette butts or other substances or litter of any kind in or about
          the Building, except in receptacles placed therein for such purposes
          by Landlord or governmental authorities. All garbage, including wet
          garbage, refuse or trash shall be placed by each tenant in the
          receptacles provided by Landlord for that purpose and only during
          those times prescribed by Landlord.

4.        Tenants shall not mark, drive nails, screw or drill into, paint or in
          any way deface any exterior walls, roof foundations, bearing walls or
          pillars without the prior written consent of Landlord. No boring or
          cutting for wires shall be allowed, except with the consent of
          Landlord. The expense of repairing any breakage, stoppage or damage
          resulting from a violation of this rule or the preceding rule shall be
          borne by the tenant violating or responsible for the violation of such
          rule.

5.        Tenant shall not alter any lock or install new or additional locks or
          bolts in or about the Premises, without the written approval of
          Landlord.

6.        No curtains, blinds, screens, shades or other window coverings shall
          be attached to or hung in any window visible from the exterior of the
          Premises without the prior written consent of Landlord.

7.        No tenant shall do anything in any premises, or bring or keep anything
          therein, which will in any way increase or tend to increase the risk
          of fire or the rate of fire insurance or which shall conflict with
          applicable law, rules or regulations established by any governmental
          body or official having jurisdiction, the regulations of the fire
          department or the provisions or requirements of any insurance policy
          on such premises or any part thereof. Tenant shall not use any
          machinery in its premises, even though the installation may have been
          originally permitted, which may cause any unreasonable noise or jar,
          or tremor to the floors or walls, or which by its weight might injure
          the walls or floors of such premises or any other portion of the
          Building.

8.        Landlord may limit the weight, size and position of all safes,
          fixtures and other equipment used in any premises. In the event any
          tenant shall require extra heavy equipment, such tenant shall notify
          Landlord of such fact and shall pay the cost of any structural bracing
          required to accommodate the same. All damage done to such premises or
          to any other portion of the Building resulting from installing,
          removing or maintaining extra heavy equipment shall be repaired at the
          expense of the tenant which maintains such equipment.

9.        No tenant or its agents and employees shall make or permit any loud,
          unusual or improper noises in the Building, nor interfere in any way
          with other tenants or those having business with them, nor bring into
          nor keep within the Building any animal or bird (with the exception of
          the authorized pet store), or any bicycle or other vehicle, except
          such vehicles as tenants are permitted to park in the Building parking
          lot, and shall park only in the areas designated from time to time for
          employee parking generally. No aerial shall be erected on the roof or
          exterior walls of any premises, or on the ground, without in each
          instance, the written consent of Landlord. Any aerial so installed
          without such written consent shall be subject to removal without
          notice at any time.

10.       All freight must be moved into, within and out of tenant premises only
          during such hours and according to such regulations and may be posted
          from time to time in Landlord's general offices.

11.       Tenant shall not employ any service or contractor for services or work
          to be performed in the Building, except as approved by Landlord.

12.       Tenant shall return all keys at the termination of its tenancy and
          shall be responsible for the cost of replacing any keys that are lost.

13.       Tenant shall not suffer or permit smoking or carrying of lighted
          cigars or cigarettes in areas designated by Landlord or by applicable
          governmental agencies as non-smoking areas.

14.       Tenant shall not use any method of heating or air conditioning other
          than as provided by Landlord.

15.       Tenant shall not install, maintain or operate any vending machine upon
          the Premises without Landlord's written consent.

16.       The Premises shall not be used for lodging, manufacturing or food
          preparation.

17.       Tenants are required to observe all security regulations issued by
          Landlord and to comply with instructions and/or directions of the duly
          authorized security personnel for the protection of the Building and
          all tenants therein. Access by any tenant to his premises or the
          Building before or after hours of operation of the Building shall be
          subject to clearance by the security personnel of the Building and to
          compliance with such procedures as may be imposed by such personnel,
          including presentation of identification to such personnel.

18.       No waiver of any rule or regulation by Landlord shall be effective
          unless expressed in writing and signed by Landlord.



                                      B-1
<PAGE>


19.       Landlord reserves the right, but shall not have the obligation, to
          close and keep locked any and all entrances and exit doors and gates
          of the Building and gates or doors closing the parking areas thereof
          during such hours as Landlord may deem to be advisable for the
          adequate protection of the Building and all tenants therein.

20.       Parking areas shall be used only for parking by vehicles no longer
          than full size, passenger automobiles.

21.       Tenant shall not permit or allow any vehicles that belong to or are
          controlled by Tenant or Tenant's employees, suppliers, shippers,
          customers, or invitees to be loaded, unloaded, or parked in areas
          other than those designed by Landlord for such activities.

22.       Parking stickers or identification devices shall be the property of
          Landlord and be returned to Landlord by the holder thereof upon
          termination of the holder's parking privileges. Tenant will pay such
          replacement charge as is reasonably established by Landlord for the
          loss of such devices.

23.       Landlord reserves the right to refuse the sale of monthly
          identification devices to any person or entity that willfully refuses
          to comply with the applicable rules, regulations, laws and/or
          agreements.

24.       Landlord reserves the right to relocate all or a part of parking
          spaces from floor to floor, within one floor, and/or to reasonably
          adjacent offsite location(s), and to reasonably allocate them between
          compact and standard size spaces, as long as the same complies with
          applicable laws, ordinances and regulations.

25.       Users of the parking area will obey all posted signs and park only in
          the areas designated for vehicle parking.

26.       Unless otherwise instructed, every person using the parking area is
          required to park and lock his own vehicle. Landlord will not be
          responsible for any damage to vehicles, injury to persons or loss of
          property, all of which risks are assumed by the party using the
          parking area.

27.       Validation, if established, will be permissible only by such method or
          methods as Landlord and/or its licensee may establish at rates
          generally applicable to visitor parking.

28.       The maintenance, washing, waxing or cleaning of vehicles in the
          parking structure or Common Areas is prohibited.

29.       Tenant shall be responsible for seeing that all of its employees,
          agents and invitees comply with the applicable parking rules,
          regulations, laws and agreements.

30.       Such parking use as is herein provided is intended merely as a license
          only and no bailment is intended or shall be created hereby.

31.       Landlord reserves the right at any time to change or rescind any one
          or more of these rules and regulations or to make such other and
          further reasonable rules and regulations as in Landlord's judgment may
          from time to time be necessary for the management, safety, care and
          cleanliness of the Building, for the preservation of good order
          therein and for the convenience of tenants and visitors to the
          Building. Any such amendments, deletions or additions to these rules
          and regulations shall be effective immediately upon delivery of
          written notice thereof to tenants.

32.       Each tenant shall abide by any additional rules or regulations which
          are ordered or requested by any governmental or military authority.

33.       Landlord shall not be responsible to any tenant or any other person
          for the non-observance or violation of these rules and regulations by
          any other tenant or other person.

34.       A copy of these rules and regulations shall be attached to and form a
          part of each tenant lease at the Building. Each tenant who executes a
          lease of space at the Building shall be deemed to have read these
          rules and regulations and to have agreed to abide by them as a
          condition to its occupancy of space at the Building.

In the event of any conflict between these rules and regulations, or any
amendments or additions thereto, and the provision of any tenant's lease, such
lease provisions shall control.



                                      B-2





<PAGE>

                                    EXHIBIT C

                      STANDARDS FOR UTILITIES AND SERVICES


          Landlord shall provide the utilities and services set forth in this
Exhibit at all times during the term of the Lease, subject to the provisions of
the Lease concerning Landlord's inability to supply such utilities and services
due to causes beyond Landlord's control. Landlord reserves the right to adopt
such reasonable nondiscriminatory modifications and additions to the following
standards as it deems necessary and appropriate from time to time. Landlord
shall not be obligated to supply any utilities or services to Tenant at any time
during which Tenant is in default under the terms of the Lease.

          1. Landlord shall provide automatic elevator services on Monday
through Friday from 7:00 a.m. to 6:00 p.m. and on Saturday from 9:00 a.m. to
1:00 p.m.; provided, however, that Landlord shall not be obligated to provide
such elevator services on the following federal holidays: New Year's Day,
President's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
Day after Thanksgiving, and Christmas Day (such times referred to in this
Exhibit as "Business Hours"). At all other times Landlord shall provide at least
one elevator operated by security personnel or by an automatic security access
system.

          2. Landlord shall provide to the Premises, during Business Hours (and
at other times for an additional charge to be fixed by Landlord), heating,
ventilation, and air conditioning ("HVAC") when and to the extent in the
judgment of Landlord any such sources may be required for the comfortable
occupancy of the Premises for general office purposes. Landlord shall not be
responsible for room temperatures and conditions in the Premises if the lighting
or receptacle load for Tenant's equipment and fixtures exceed those listed in
Section 3 of this Exhibit, if the Premises are used for other than general
office purposes or if the building standard blinds and curtains in the Premises
are not used and/or closed to screen the rays of direct sunlight. If any lights,
machines or equipment (excluding desktop computers) are used by Tenant in the
Premises which materially affect the temperature otherwise maintained by the
Building HVAC or generate substantially more heat in the Premises than would be
generated by the Building standard lights and usual fractional horsepower office
equipment, Landlord shall have the right to install any machinery and equipment
which Landlord reasonably deems necessary to restore temperature balance
(including, without limitation, modifications to the standard air conditioning
equipment) and the cost thereof, including the cost of installation and any
additional cost of operation and maintenance occasioned thereby, shall be paid
by Tenant to Landlord upon demand by Landlord.

          3. Landlord shall furnish to the Premises during Business Hours
electric current for routine lighting and operation of general office machines
such as typewriters, dictating equipment, desk model adding machines, and
similar devices which operate on 110 volt alternating current electrical power
with demands, wattages and ampere draws which do not exceed the reasonable
capacity of building standard office lighting and receptacles and are not in
excess of limits imposed or recommended by governmental authorities. Landlord
shall replace bulbs and/or ballasts in building standard florescent lighting
fixtures within the Premises. Tenant shall be responsible for replacing all
other non building standard items (non standard bulbs, ballasts, ceiling tiles,
etc.). Landlord shall furnish to the lavatories within the Premises or within
the Common Areas water for normal lavatory and drinking purposes.

          4. No special electrical equipment, air conditioning systems, heating
systems, or space heaters shall be installed nor shall any changes be made the
HVAC, electrical or plumbing systems in the Building without the prior written
approval of Landlord in accordance with the provisions of the Lease governing
alterations requested by Tenant. Tenant shall not without the prior written
consent of Landlord, which consent shall not be unreasonably withheld, use any
apparatus, machines or devices in the Premises (including, without limitation,
photocopier or duplicating machines, computers, printers, vending machines, or
other equipment) which uses current in excess of 110 volts AC or which has a
demand, wattage or ampere draw which exceeds the electrical systems installed in
the Building or in any way which will increase the amount of electricity or
water usually supplied for the use of the Premises for general office purposes.

          5. Landlord may impose reasonable conditions upon any consent for use
of any apparatus, machine or device which exceeds the limitations set forth in
this Exhibit. Tenant agrees to cooperate fully with Landlord at all times to
abide by all regulations and requirements which Landlord may prescribe for
proper functioning and protection of the Building HVAC, electrical and plumbing
systems. Tenant shall comply with all laws, statutes, ordinances and
governmental rules and regulations now in force or which may be enacted or
promulgated in connection with building services furnished to the Premises,
including, without limitation, any governmental rule or regulation relating to
the heating or cooling of the Building.

          6. Landlord shall provide janitorial services to the Premises on each
day Sunday through Thursday (except for the above listed federal holidays)
provided the Premises are used exclusively for the uses permitted by the Lease
and are kept in reasonable order by Tenant. Tenant shall pay to Landlord any
extra cost for cleaning or removal of any rubbish or garbage to the extent the
nature or amount of such cleaning, refuse or garbage exceeds the amount which is
generally produced by use of the Premises for general office purposes.


<PAGE>




                                    EXHIBIT D

                                   WORK LETTER


      CONCURRENTLY WITH THE EXECUTION OF THIS WORK LETTER AGREEMENT (the "Work
Letter Agreement"), Landlord and Tenant have executed a Standard Form Lease (the
"Lease"), covering the Premises. Unless the context otherwise requires, the
terms defined in the Lease shall have the same meanings when used herein. This
Work Letter Agreement is incorporated into the Lease as Exhibit "D" thereto.
Tenant desires that certain work be performed by Landlord in the Premises to
make the Premises ready for Tenant.

      NOW, THEREFORE, in consideration of the mutual covenants contained in the
Lease and in this Work Letter Agreement, Landlord and Tenant agree as follows:

1.       Definitions.

           34.1. "Approved Plans" are defined in Section 5.1 below.

           34.2. "Estimated Work Cost" is defined in Section 4.2 below.

           34.3. "Preliminary Plans" are defined in Section 3.1 below.

           34.4. "Space Planner" shall mean Landlord's Space Planner.

           34.5. "Contractor" shall mean Landlord's Contractor, Kohler
                 Kompany, and regardless of what other subcontractors may be
                 selected, all mechanical engineering and construction work
                 shall be performed by Jackson & Blanc.

           34.6. "Standards" shall mean Landlord's usual specifications for
                 standard leasehold improvements in the Building.

           34.7. "Tenant Improvements" shall mean all improvements made to
                 the Premises other than those that are physically in place
                 at the Premises as of the date of the execution of the
                 Lease.

           34.8. "Tenant's Allowance",shall be paid by Landlord toward the
                 cost of completion of the Tenant Improvements and other
                 associated costs of Tenant's move. In no event shall
                 Tenant's Allowance exceed $192,072.20.

           34.9. "Tenant's Programming Information" shall mean all
                 information necessary for the preparation of the Preliminary
                 Plans, including without limitation electrical requirements,
                 telephone, special heat generating equipment, plumbing
                 requirements, special finishes, number and sizes of offices,
                 number of secretarial stations and special data processing
                 requirements.

           34.10.Tenant approval, authorization, consent or other required
                 action shall mean such action taken or authorized by Tenant.
                 Landlord shall have the right to rely on such approval,
                 authorization, consent or other action, until Tenant advises
                 Landlord in writing that some other person has such
                 authority.

           34.11.Other terms are defined in this Work Letter Agreement. In
                 addition, terms defined in the Lease shall have the same
                 meanings where used herein, unless the context otherwise
                 requires.

35.      Schedule.

           35.1.    Landlord shall furnish to Tenant the Estimated Work Cost
                    within ten (10) days following Landlord's receipt of
                    Tenant's Preliminary Plans.

           35.2.    Tenant shall furnish to Landlord written notice of its
                    acceptance or rejection of the Estimated Work Cost within
                    five (5) days after receipt of same from Landlord.

           35.3.    If Tenant rejects the Estimated Work Cost, Tenant shall meet
                    with the Space Planner and Landlord's Contractor to revise
                    the Preliminary Plans within five (5) days after furnishing
                    such rejection to Landlord.

           35.4.    Landlord shall cause its architect and engineer to prepare,
                    and Landlord shall furnish to Tenant, construction drawings
                    and specifications for Tenant Improvements based on the
                    Preliminary Plans within seven (7) days following Tenant's
                    approval of the Preliminary Plans.

           35.5.    Tenant shall furnish to Landlord written notice of its
                    acceptance or rejection of the construction drawings within
                    five (5) days after receipt of same from Landlord.

           35.6.    Landlord shall prepare and furnish to Tenant a final cost
                    proposal based upon the Approved Plans within five (5) days
                    after Tenant's approval or deemed approval of the Approved
                    Plans.

           35.7.    If the final cost proposal is greater than the Estimated
                    Work Cost, Tenant shall furnish to Landlord written notice
                    of its acceptance or rejection of the final cost proposal
                    within five (5) days after receipt of same from Landlord.

           35.8.    Landlord shall cause its Contractor to complete the
                    construction of the Tenant Improvements within forty-five
                    (45) days following approval of the Approved Plans, and/or
                    approval of the final cost proposal, whichever is later.




36.      Preliminary Plans.



                                      D-1
<PAGE>


           36.1.    Tenant shall furnish to Landlord Tenant's Programming
                    Information by the time set forth in Section 2.1 above.
                    Promptly thereafter, Tenant shall cause the Space Planner to
                    prepare preliminary space plans and specifications (the
                    "Preliminary Plans") for all leasehold improvements to be
                    constructed by Landlord for Tenant in the Premises, which
                    Preliminary Plans shall be sufficient to obtain a
                    preliminary cost estimate for the construction and
                    installation of the Tenant Improvements as shown thereon.
                    The cost of the preparation of Preliminary Plans shall be
                    charged against the Tenant's Allowance. Tenant shall furnish
                    the Preliminary Plans to Landlord by the time set forth in
                    Section 2.2 above. Landlord shall furnish the Estimated Work
                    Cost to Tenant by the time set forth in Section 2.3 above.

           36.2.    In the preparation of Preliminary Plans and Approved Plans,
                    no deviation shall be permitted from the Standards with
                    respect to entry doors and hardware, entry graphics, ceiling
                    systems, life safety systems or perimeter window coverings.
                    Subject to Landlord's approval, Tenant may deviate from the
                    Standards as to partitions, floor coverings, wall finishes,
                    special lighting fixtures or other items as to which
                    deviations may be permitted, provided that no deviation
                    shall be of lesser quality than the Standards. Landlord will
                    not approve of any deviations which (a) do not conform to
                    applicable governmental regulations or are disapproved by
                    any governmental agency, (b) that require Building service
                    beyond the level normally provided to other tenants in the
                    Building, (c) that because of fabrication time or other
                    factors would delay the construction schedule (unless Tenant
                    agrees that the Commencement Date will not be extended by
                    such delay), or (d) that in Landlord's reasonable opinion
                    are of a nature or quality that are inconsistent with
                    Landlord's overall plan or objectives for the Building.

37.   Tenant's Allowance.

           37.1.    Landlord shall pay for the construction and installation of
                    the Tenant Improvements up to but not in excess of the
                    Tenant's Allowance. Tenant shall pay the cost of all Tenant
                    Improvements in excess of the Tenant's Allowance. The cost
                    of Tenant Improvements shall include the cost of all labor
                    and materials for the construction and installation of the
                    Tenant Improvements; the cost of all permits, licenses and
                    fees; all amounts paid to Landlord's Contractors under and
                    pursuant to contracts for the construction and installation
                    of the Tenant Improvements; all architectural, engineering,
                    space planning and other consultants' fees; all amounts paid
                    for mechanical drawings, plans, specifications, shop
                    drawings, designs and layouts; and incidental costs related
                    to the foregoing.

           37.2.    Landlord shall obtain an estimate of the cost of Tenant
                    Improvements as shown on the Preliminary Plans. Landlord
                    shall promptly notify Tenant of the amount of such cost
                    estimate plus the amount required to pay for the preparation
                    of architectural and engineering construction drawings for
                    the Tenant Improvements (the "Estimated Work Cost").
                    LANDLORD CANNOT AND DOES NOT GUARANTY THE ACCURACY OF SUCH
                    ESTIMATED WORK COST. If the Estimated Work Cost is less than
                    or equal to the Tenant's Allowance then Landlord shall
                    proceed in accordance with Section 5 below.

           37.3.    If the Estimated Work Cost is greater than the Tenant's
                    Allowance, then Tenant shall give written notice to Landlord
                    of Tenant's acceptance or rejection of the Estimated Work
                    Cost within the time period set forth in Section 2.4 above.
                    Unless Landlord receives Tenant's written rejection within
                    such period, the Estimated Work Cost shall be deemed
                    accepted by Tenant. If within such period Landlord receives
                    Tenant's written rejection of the Estimated Work Cost, then
                    within the time period set forth in Section 2.5 above,
                    Tenant shall meet with the Space Planner and the Landlord's
                    Contractor to revise the Preliminary Plans. At such
                    meetings, Tenant may, at Tenant's option, elect to eliminate
                    one or more items shown on the Preliminary Plans so as to
                    reduce the Estimated Work Cost. All costs of
                    Tenant-initiated changes requiring revisions, including
                    engineering, estimating, coordination, layout and printing
                    of drawings, specification changes and any other incidental
                    expenses, shall be included in the cost of the Tenant
                    Improvements. Following such revisions, Landlord shall
                    submit a new Estimated Work Cost to Tenant, and the same
                    procedure will be followed as set forth above until Tenant
                    has accepted a proposal. Any time consumed in revising plans
                    or in revising the Estimated Work Cost shall be considered a
                    Tenant Delay (as defined in Section 6.2 hereof) and shall
                    not delay the Commencement Date of the Lease. If Tenant does
                    not so elect to revise the Preliminary Plans, or if Tenant
                    does so elect but the Estimated Work Cost after accounting
                    for the revisions is still greater than the Tenant's
                    Allowance, or if Tenant otherwise approves or is deemed to
                    have approved of the Estimated Work Cost, then Tenant shall
                    forthwith deposit with Landlord an amount (the "Construction
                    Deposit") equal to the difference between the Tenant's
                    Allowance and the Estimated Work Cost (as the same may have
                    been revised), whereupon Landlord shall proceed in
                    accordance with Section 5 below.

           37.4.    The Tenant's Allowance shall be available only for the cost
                    of Tenant Improvements as described in Section 4.1 above. If
                    the cost of Tenant Improvements is less than the Tenant's
                    Allowance, the difference shall be retained by Landlord.

38.   Construction of Tenant Improvements.

           38.1.    Landlord shall cause its architect and engineer to prepare
                    construction drawings and specifications for the Tenant
                    Improvements based strictly on the Preliminary Plans within
                    the time period set forth in Section 2.6 above. Prior to the
                    commencement of construction, Tenant shall be given an
                    opportunity to review the construction drawings to confirm
                    that they conform to the Preliminary Plans. Tenant shall
                    have the time period set forth in Section 2.7 above in which
                    to give written notice to Landlord of Tenant's acceptance or
                    rejection of the construction drawings. Unless Landlord
                    receives Tenant's written rejection within such period, the
                    construction drawings shall be deemed approved by Tenant
                    ("Approved Plans"). Such Approved Plans shall create no
                    responsibility or liability on the part of Landlord for the
                    completeness of such plans, their design sufficiency or
                    compliance with applicable statutes, ordinances or
                    regulations.

           38.2.    Within the time period set forth in Section 2.8 above,
                    Landlord shall prepare a final cost proposal based upon the
                    Approved Plans. The final cost proposal shall contain a
                    complete cost breakdown by line item, including without
                    limitation costs of architectural and engineering fees, plan
                    check and permit fees and other governmental fees, sales and
                    use taxes and all other costs to be expended by or on behalf
                    of Landlord in connection with the construction and
                    installation of the Tenant Improvements. If the final cost
                    proposal is less than or equal to the Estimated Work 

                                      D-2
<PAGE>


                    Cost, Landlord shall authorize construction to commence. If
                    the final cost proposal is greater than the Estimated Work
                    Cost, Tenant shall have the time period set forth in Section
                    2.9 above in which to give written notice to Landlord of
                    Tenant's acceptance or rejection of the final cost proposal.
                    If Tenant rejects such cost proposal, Tenant shall meet with
                    Landlord, the Space Planner and Landlord's Contractor to
                    make revisions. All costs of Tenant-initiated changes
                    requiring such revisions shall be included in the cost of
                    the Tenant Improvements. Following such revisions, Landlord
                    shall submit a new cost proposal to Tenant, and the same
                    procedure will be followed as set forth above until Tenant
                    has accepted a proposal. Any time consumed in revising the
                    drawings or revising the estimated cost of construction
                    shall be considered a Tenant Delay and shall not delay the
                    Commencement Date of the Lease.

           38.3.    No work shall commence until the Approved Plans are filed
                    with the governmental agencies having jurisdiction thereof,
                    all required building permits have been obtained, and the
                    Space Planner has certified that to the best of its
                    knowledge, if performed in accordance with the Approved
                    Plans, the work will comply with all laws, codes,
                    regulations and statutes applicable to such work.

           38.4.    Landlord shall cause the Tenant Improvements to be
                    constructed or installed in the Premises by its designated
                    general Contractor in accordance with the Approved Plans.

           38.5.    Landlord shall have no obligation to Tenant for defects in
                    design, workmanship or materials, but shall use its
                    reasonable best efforts to enforce the Contractor's
                    obligations therefor and shall, as appropriate under the
                    terms of the Lease, assign to Tenant any manufacturer's
                    warranties with respect to the work.

           38.6.    Upon substantial completion of the construction and
                    installation of the Tenant Improvements, Tenant shall pay to
                    Landlord on demand the amount, if any, by which the actual
                    costs incurred by or on behalf of Landlord in connection
                    with the construction and installation of the Tenant
                    Improvements, including the costs of any authorized change
                    orders as defined below, exceeds the sum of the Tenant's
                    Allowance and any amounts previously delivered by Tenant to
                    Landlord pursuant to Section 4.3 above.

           38.7.    Any changes to the construction work may be made only upon
                    written request by Tenant approved in writing by Landlord,
                    or as may be required by any governmental agency, or as may
                    be required due to structural or unanticipated field
                    conditions, in each instance evidenced by a written change
                    order describing the change.

39.   Completion and Delays.

           39.1.    The work to be performed by Landlord under this Work Letter
                    Agreement shall be deemed substantially completed on the
                    date on which Landlord delivers to Tenant either (a) an
                    occupancy permit (permanent or temporary) from the
                    governmental agency responsible for issuing the same, or (b)
                    a certification from Landlord's Space Planner stating that
                    the Premises are substantially complete and ready for
                    occupancy in accordance with the Approved Plans, or that any
                    remaining work fully described by the Space Planner on a
                    "punch list" thereafter to be completed with due diligence
                    by the Landlord's Contractor will not substantially
                    adversely affect Tenant's ability to occupy said Premises.

           39.2.    If Landlord is delayed in substantially completing any work
                    as a result of any of the following circumstances or events
                    ("Tenant Delays"), the Commencement Date shall not be
                    deferred by reason of such delay, to wit:

                    39.2.1.  Tenant's failure to furnish information in 
                             accordance with Section 2 above;

                    39.2.2.  Tenant's request for any special, long-lead 
                             materials or installations as part of the Tenant 
                             Improvements that do not conform to the Standards;

                    39.2.3.  Tenant's changes in any drawings, plans or 
                             specifications, after the date of submission of the
                             Approved Plans;

                    39.2.4.  Any changes initiated by Tenant by reason of
                             Tenant's disapproval of cost proposals or resulting
                             in the preparation of revised cost proposals;

                    39.2.5.  Field changes to the construction work;

                    39.2.6.  The delivery, installation or completion of any 
                             Tenant-finish work performed by Tenant's employees 
                             or agents;

                    39.2.7.  The performance of any Additional Tenant Work, or 
                             any failure to complete or delay in completion of 
                             such work; or

                    39.2.8.  Any other act or omission of Tenant.

           39.3.    If, for any reason, Landlord cannot complete the Tenant
                    Improvements by the Estimated Commencement Date, deliver
                    possession of the Premises to Tenant on the Estimated
                    Commencement Date, or perform any other covenant contained
                    in this Work Letter Agreement or in the Lease related to the
                    work described in this Work Letter Agreement, Landlord shall
                    not be in breach of this Work Letter Agreement or the Lease,
                    and shall not be subject to any liability therefor, nor
                    shall such failure affect the validity of this Lease or the
                    obligations of Tenant hereunder, except that in any such
                    case (unless caused by Tenant Delays), Tenant shall not be
                    obligated to pay rent or perform any other obligation of
                    Tenant under the terms of the Lease (other than payment and
                    performance due in advance of occupancy as provided in the
                    Lease or this Work Letter Agreement), until possession of
                    the Premises is tendered to Tenant.

40.   General.

           40.1.    All drawings, space plans, plans and specifications for any
                    improvements or installations in the Premises are expressly
                    subject to Landlord's prior written approval. Any approval
                    by Landlord or Landlord's architects or engineers of any of
                    Tenant's drawings, plans or specifications which are
                    prepared in connection with construction of improvements in
                    the Premises shall not in any way bind Landlord or
                    constitute a representation or warranty by Landlord as to
                    the adequacy or sufficiency of such drawings, plans or
                    specifications, or the improvements to which they relate,
                    for any use, purpose or condition, but such approval shall
                    merely evidence the consent of Landlord to Tenant's
                    construction of improvements in the Premises in accordance
                    with such drawings, plans or specifications.

           40.2.    Any failure by Tenant to pay any amounts due hereunder shall
                    have the same effect under the Lease as a failure to pay
                    rent. Any such failure, or the failure by Tenant to perform
                    any of its other obligations hereunder, shall constitute an
                    event of default under the Lease, entitling Landlord to all
                    of its remedies under the Lease, at law and in equity.



                                      D-3
<PAGE>


      IN WITNESS WHEREOF, the parties have executed this Work Letter Agreement,
at San Diego, California, concurrently with their execution of the Lease.


TENANT:                                LANDLORD:

MAXIM PHARMACEUTICALS,                 BRITISH PACIFIC PROPERTIES CORPORATION,
a Delaware Corporation                 a California corporation


By: /s/Dale A. Sander                  By: /s/ William R. Byers
    -------------------------              -----------------------------
    Dale A. Sander                     Name: William R. Byers
    Chief Financial Officer                 ----------------------------
                                       Title: Secretary-Treasurer
                                             ---------------------------

By:                                    By: /s/ Walter D. Thorneloe
   ----------------------------            -----------------------------
Name:                                  Name: Walter D. Thorneloe
   ----------------------------            -----------------------------
Title:                                 Title: Vice President-Development
   ----------------------------            -----------------------------




                                      D-4
<PAGE>





                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

SECTION                                                                     PAGE

<S>       <C>                                                              <C>
     1.  PREMISES AND COMMON AREAS                                             1

          1.1  Premises                                                        1
          1.2  Common Areas                                                    1
          1.3  Common Areas Rules and Regulations                              1
          1.4  Conditions of Premises                                          1
          1.5  Changes to Common Areas                                         2

     2.  TERM                                                                  2

          2.1  Length of Term                                                  2
          2.2  Commencement Date                                               2

     3.  RENT                                                                  2

          3.1  Base Rent                                                       2
          3.2  Annual Increase to Base Rent                                    3
          3.3    Additional Rent                                               3
          3.4  Tenant's Charges                                                5
          3.5  Late Charges                                                    5
          3.6  Interest on Past Due Obligations                                5
          3.7  Security Deposit                                                5

     4.  USE                                                                   6

          4.1  Permitted Uses                                                  6
          4.2  Prohibited Uses                                                 6
          4.3  Changes in Use                                                  6
          4.4  Compliance With Laws                                            6
          4.5  Insurance Use Requirements                                      6

     5.  MAINTENANCE, REPAIR AND ALTERATION OF PREMISES                        6

          5.1  Maintenance and Repair                                          6
          5.2  Alterations                                                     6
          5.3  Condition on Termination                                        7

     6.  UTILITIES AND SERVICES                                                7

          6.1  Utilities and Services Furnished by Landlord                    7
          6.2  Utilities and Services Furnished by Tenant                      7
          6.3  Interruption of Service                                         7

     7.  INSURANCE AND INDEMNITY                                               7

          7.1  Tenant's Liability Insurance                                    7
          7.2  Tenant's Casualty Insurance                                     7
          7.3  Form of Insurance Policies                                      8
          7.4  Landlord Insurance                                              8
          7.5  Waiver of Liability of Landlord                                 8
          7.6  Indemnity by Tenant of Landlord                                 8
          7.7  Waiver of Subrogation                                           8

     8.  DAMAGE OR DESTRUCTION                                                 8

          8.1  Definitions                                                     8
          8.2  Premises Damage; Premises Building Partial Damage               9
          8.3  Building Total Destruction; Project Total Destruction           9
          8.4  Damage Near End of Term                                         9
          8.5  Abatement of Rent; Tenant's Remedies                            9
          8.6  Termination-Advance Payments                                   10
          8.7  Waiver                                                         10
          8.8  Insurance Limitation                                           10

     9.  TAXES                                                                10

</TABLE>


<TABLE>


<S>      <C>                                                               <C>
     10.  ASSIGNMENT AND SUBLETTING                                           10

          10.1  Prohibition of Assignment or Sublet                           10
          10.2  Procedure for Consent                                         10
          10.3  Continuing Obligation of Tenant                               11
          10.4  Landlord's Consent - Default                                  11
          10.5  Landlord's Consent - Financial Statements                     11
          10.6  Additional Terms and Conditions Applicable to Subletting      11
          10.7  Excess Rent                                                   11
          10.8  No Merger                                                     11

     11.  DEFAULT                                                             11

          11.1  Default by Tenant                                             11
          11.2  Landlord's Remedies                                           12
          11.3  Inducement, Recapture and Effect of Breach.                   12
          11.4  Right of Landlord to Re-Enter                                 12
          11.5  Default by Landlord                                           13

     12.  ENVIRONMENTAL MATTERS                                               13

          12.1  Definitions                                                   13
          12.2  Legal Requirements                                            14
          12.3  Environmental Indemnification By Tenant                       14
          12.4  Tenant's Remedial Action Responsibility                       14
          12.5  Inspection Rights                                             14
          12.6  Survival of Article                                           14

     13.  LANDLORD'S RIGHT TO ENTRY AND TO RELOCATE PREMISES                  14

     14.  CONSTRUCTION OF PREMISES                                            15

     15.  SIGNS                                                               15

     16.  SECURITY.                                                           15

     17.  EMINENT DOMAIN                                                      15

     18.  SUBORDINATION                                                       15

     19.  ESTOPPEL CERTIFICATE                                                15

     20.  ATTORNEYS' FEES                                                     15

     21.  PARKING                                                             16

     22.  NOTICE                                                              16

          22.1  Manner of Service                                             16
          22.2  Change of Place of Service                                    16

     23.  HOLDING OVER BY TENANT                                              16

     24.  WAIVER                                                              16

     25.  TIME OF THE ESSENCE                                                 16

     26.  SUCCESSORS AND ASSIGNS                                              16

     27.  LANDLORD'S RESERVATIONS                                             16

     28.  BROKERAGE COMMISSION                                                16

     29.  WAIVER OF RIGHT TO JURY TRIAL                                       16

     30.  GOVERNING LAW                                                       16

     31.  CAPTIONS AND INTERPRETATIONS                                        17

     32.  SEVERABILITY                                                        17

     33.  LEASE NOT EFFECTIVE UNTIL EXECUTED                                  17

</TABLE>

                                      ii

<PAGE>


<TABLE>


<S>  <C>                                                                      <C>
     34.  EXHIBITS AND ADDENDA TO LEASE                                       17

     35.  RECORDATION OF LEASE                                                17

     36.  ENTIRE AGREEMENT                                                    17

     37.  COVENANTS AND REPRESENTS                                            17

</TABLE>



                                    EXHIBITS
<TABLE>
<CAPTION>

                                                                       Section

<S>                                                                     <C>
     A    Premises Floor Plan                                           1.1

     B    Rules and Regulations                                         4.3

     C    Standards for Utilities and Services                          6.1

     D    Work Letter Agreement                                        14.

     E    Form of Tenant's Estoppel Certificate                        19.

     F    Notice of Lease Term Dates


</TABLE>


                                     ADDENDA
<TABLE>

<S>                                                               <C>
          Rent                                                    Section 3

          Utilities & Services                                    Section 6

          Signage                                                 Section 15

          Parking                                                 Section 20

          Right of First Refusal                                  Section 38

          Option to Extend Lease Term                             Section 39


</TABLE>

                                     iii

<PAGE>




                                    ADDENDUM


          This ADDENDUM is attached to and made a part of that certain British
Pacific Centre Office Building Lease ("Lease") dated as of July 1, 1998, by and
between British Pacific Properties Corporation, a California corporation,
("Landlord"), and Maxim Pharmaceuticals, a Delaware Corporation, ("Tenant").

                                 SECTION 3. RENT

         3.1 Base Rent. (Continued) Tenant shall pay to Landlord, immediately
upon commencement of this Lease, the Initial Monthly Base Rent payable for the
first full calendar month of the Term of this Lease.

                       SECTION 6. UTILITIES AND SERVICES.

         6.1      Utilities and Services Furnished by Landlord. (Continued)

                  6.1.2 Tenant shall be responsible for the cost of their
         separately metered electricity relating to the use of lighting and
         electrical outlets within their leased premises. This amount shall be
         in excess of their Base Rent and be payable directly to the utility
         service provider as determined by Landlord.

                        SECTION 15. SIGNAGE (EXHIBIT G)

         Tenant shall be permitted to place two (2) non-illuminated sign on the
building, one to be located on the fourth floor facier facing University Center
Lane; one to be located on the fourth floor facier on the east side of the
building. Such signage design and installation shall be in compliance with
Landlord's sign criteria, CC&R's criteria, City of San Diego Code and any other
governmental authority. In addition all such signage cost for the manufacture
and installation shall be borne by Tenant, as well as the eventual removal of
said signage due to lease termination, sublease or assignment. All signage
rights shall be personal to Tenant. Tenant shall be provided the right to place
one signage placque in the garage elevator lobby and have the right to replace
the fourth floor elevator button with the Company name.

                        SECTION 20. PARKING (Continued)

         Notwithstanding any other provision in this Section to the contrary,
Tenant and Tenant's Invitees shall be entitled to use, free of charge, the
number of parking spaces located in the Project's on-site parking facilities as
specified in the Basic Lease Provisions for the Term of this Lease.

                  SECTION 38. FIRST RIGHTS ON ADDITIONAL SPACE

         If Landlord at any time during the term of this Lease proposes to lease
space located in the Building to a person other than the Tenant, Landlord shall
first offer to Tenant to lease the space to Tenant on the terms determined
according to the procedure set forth below.

         A. Landlord shall deliver a written notice (the "Option Notice") to
tenant stating (1) Landlord's bona fide intention to lease the space to the
proposed transferee, (ii) the description of the space proposed to be leased,
(iii) the exact terms on which the space is proposed to be leased, and (iv) the
name and address of the proposed tenant.

         B. Within ten (10) days after receipt of the Option Notice, Tenant
shall have the right, but not the obligation, to elect to lease the space on the
terms set forth in the Option Notice. IF the Option Notice provides for
consideration other than the payment of cash, Tenant may elect to pay equivalent
consideration in cash equal to the good faith estimate of the present fair
market value of the non-cash consideration offered. If Tenant exercises the
right within the ten day period, Landlord and Tenant shall promptly enter a
lease on the terms set forth in the Option Notice.

         C. Landlord shall not enter into a lease for the space with any other
person or entity on basic terms materially less favorable to Landlord than those
set forth in the Option Notice without giving Tenant at least five (5) business
days prior written notice of such proposed lease and the opportunity (during
such five (5) business day period by delivery of written notice to Landlord) to
agree to lease the space on the same terms and conditions as those of such
proposed lease.

         D. Notwithstanding the foregoing, Tenant's rights pursuant to this
Section 38 shall be subordinate to any other tenant's similar rights that exist
as of the date this Lease is executed.

                    SECTION 39. OPTION TO EXTEND LEASE TERM

         39.1 Option to Extend Term and Method of Exercise. Provided Tenant is
not in default under this Lease, Tenant shall be entitled to extend the Term of
this Lease (the "Option Term") for a five (5) year period. Such Option Term
shall be exercised by Tenant by delivery of written notice to Landlord at least
six (6) months and no more than (9) months prior to the then scheduled
expiration date of the Term. The option to extend is personal to Tenant and may
not be exercised by any transferee of Tenant, even if Landlord has consented to
the transfer.

         39.2     Effect of Exercise.

                  (a) Incorporation of Lease by Reference. All of the terms,
         covenants and conditions (including, without limitation, defined terms)
         contained in this Lease shall be applicable to each Option Term in the
         event of exercise by Tenant" provided, however, that the Term and the
         Monthly Base Rent shall be modified as provided herein.



                                       1
<PAGE>


                  (b) Rent. Subject to adjustment as hereafter provided, the
         Monthly Base Rent effective as of the commencement date of the Option
         Term shall be the prevailing Market Rent described below.

                  (c) Prevailing Market Rent. The "Prevailing Market Rent" shall
         be equal to the rental per square foot of Rentable Square Footage per
         year as of the date which is six months prior to the expiration of the
         Term of the Lease, including any previously exercised extensions
         thereof, at which Landlord is actually leasing comparable improved
         space in the Building for a term comparable to the period of the
         extension permitted by exercise of the option, multiplied by the
         Rentable Square Footage of the Premises; provided, however, that in no
         event shall the Prevailing Market Rent be less than the rent in effect
         under this Lease immediately prior to the commencement of the Option
         Term. If there is no such comparable improved space in the Building
         offered to prospective tenants by Landlord for a comparable term, then
         the Prevailing Market Rent shall be based upon the rent as of six
         months prior to the end of the Term as aforesaid, prevailing for
         comparable improved office space in first class office buildings
         located in the business district in the University Towne Centre area of
         San Diego, California. In determining the Prevailing Market Rent,
         whether for comparable improved space within the Building or in the
         business district, the following factors shall be taken into account:

                           (i) The particular configuration, frontage along a
                  public thoroughfare, signage visible to the public, parking
                  facilities, and general level of quality of improvements and
                  location of each comparison building shall be relevant.

                           (ii)No rent which has not been set or adjusted during
                  the twelve month period immediately preceding the expiration
                  date of the initial term shall be considered prevailing or
                  current.

         If Tenant has timely exercised the option, Landlord shall notify Tenant
in writing of the proposed new, Monthly Base Rent determined by Landlord for the
Option Term at least ninety (90) days prior to the Commencement Date of the
Option Term. Unless Tenant objects to the amount determined by Landlord within
fifteen (15) days after receipt of such notice, the amount stated in such notice
shall be the new Monthly Base Rent. If Tenant objects to Landlord's proposal,
then the new Monthly Base Rent shall be determined by an MAI Appraiser chosen by
Landlord and approved by Tenant. If Tenant does not disapprove of Landlord's
choice of any appraiser by delivery of written notice of disapproval naming a
Tenant's appraiser within five (5) days after written notice of such choice by
Landlord, then Landlord's appraiser shall be deemed to e approved by Tenant. If
Tenant does disapprove of Landlord's choice of an appraiser within the said five
(5) days, then Tenant's notice of disapproval shall name an MAI Appraiser
designated by tenant. Within ten (10) days after the date of Tenant's notice of
disapproval, Landlord's appraiser and Tenant's appraiser together shall select a
neutral third MAI Appraiser. If they are unable to agree on a third MAI
Appraiser within the said ten (10) days, then upon the application of either
party, the third MAI Appraiser shall be designated by the Presiding Judge of the
Superior Court for San Diego County, California. Landlords' appraiser and
Tenant's appraiser each shall determine a Prevailing Market Rent, to be
submitted in writing to Landlord, Tenant and the third MAI Appraiser within
thirty (30) days after the date of Tenant's notice of disapproval. Within
fifteen (15) days after receipt of those two appraisals, the third MAI Appraiser
shall select one of the other of those two appraisals, and the one so selected
shall be and become the Prevailing Market Rent effective as of the commencement
date of the Option Term. The cost of the third (3rd) MAI Appraiser shall be
split equally by Landlord and Tenant, and Landlord and Tenant shall each be
responsible for the fees and costs of the appraiser which it appoints. If the
Monthly Base Rent shall not have been determined by the commencement date of the
Option Term, then until it is determined, Tenant shall pay Monthly Base Rent
when due during the Option Term determined using Landlord's proposed Monthly
Base Rent, and when the actual adjusted Monthly Base Rent is determined, Tenant
shall pay to Landlord any additional rent due for the months which are elapsed
in the Option Term, or Landlord shall credit any excess payment for the elapsed
months to the next Monthly Base Rent becoming due.

         39.3 Effect of Default. If Tenant is in material default or any event
or condition has occurred which after notice or passage of time or both shall
constitute a default during the time period when it may otherwise exercise the
option, then any attempt to exercise the option shall be null, void and of no
force or effect. If Tenant exercises the option and if Tenant is in material
default or any event or condition has occurred which after notice or passage of
time or both shall constitute a material default at any time after exercise of
the option or on the first day for commencement of the Option Term, then the
exercise of the option by tenant shall be null, void and of no force or effect.
If Tenant has been in default in payment of any sum required by this Lease where
a late charge has become due under this Lease for more than three times during
any twelve-month period, then the provisions of this option to extend the Term
shall be canceled and shall be of no force or effect. No condition of the
Premises, including, without limitation, any alteration or improvement made by
Tenant, oral intention expressed by Tenant or detrimental reliance by Tenant on
any statement, act or omission by Landlord shall best any rights in tenant for
exercise of this option or to possess the premises during any period set for
extension of the Term in this option, or estop Landlord from eviction of tenant
after the end of the Term of this Lease then in effect, or give rise to any
equitable defense to such eviction. Tenant hereby waives any and all equitable
remedies with respect to this option unless Tenant has complied in all respect
with the written notice requirements set forth herein. The sole and exclusive
method for exercise of the option contained herein shall be delivery of the
written notice called for herein by Tenant to Landlord on a timely basis.
Landlord and Tenant hereby agree that time is of the essence with respect to
delivery of any notice of exercise by Tenant to Landlord. The date for delivery
of any notice required or permitted in this option shall be determined by the
provisions for delivery of notice contained in this Lease.


         40.1 Condition. This Lease Agreement is conditioned upon execution of
the Lease Termination Agreement, attached as Exhibit H.





                                       2
<PAGE>



                                    EXHIBIT E

                             BRITISH PACIFIC CENTRE
                      FORM OF TENANT'S ESTOPPEL CERTIFICATE


         The undersigned as Tenant under that certain Office Lease (the "Lease")
made and entered into as of August 11, 1998 and between BRITISH PACIFIC
PROPERTIES CORPORATION, a California Corporation, as Landlord, and the
undersigned as Tenant, for Premises on the second floor of the Office Building
located at 8899 University Center Lane, San Diego, California 92122 certifies as
follows:

         1. Attached hereto as Exhibit A is a true and correct copy of the Lease
and all amendments and modifications thereto. The documents contained in Exhibit
A represent the entire agreement between the parties as to the Premises.

         2. The undersigned has commenced occupancy of the Premises described in
the Lease, currently occupies the Premises, and the Lease Term commenced on
____________________.

         3. The Lease is in full force and effect and has not been modified,
supplemented or amended in any way except as provided in Exhibit A.

         4. Tenant has not transferred, assigned, or sublet any portion of the
Premises nor entered into any license or concession agreements with respect
thereto except as follows:

         5. Tenant shall not modify the documents contained in Exhibit A or
prepay any amounts owing under the Lease to Landlord in excess of thirty (30)
days without the prior written consent of Landlord's mortgagee.

         6. Base Rent became payable on _____________________.

         7. The Lease Term expires on ______________________.

         8. All conditions of the Lease to be performed by Landlord necessary to
the enforceability of the Lease have been satisfied and Landlord is not in
default thereunder.

         9. No rental has been paid in advance and no security has been
deposited with Landlord except as provided in the Lease.

         10. As of the date hereof, there are no existing defenses or offsets
that the undersigned has, which preclude enforcement of the Lease by Landlord.

         11. All monthly installments of Base Rent, all Additional Rent and all
monthly installments of estimated Additional Rent have been paid when due
through _________________. The current monthly installment of Base Rent is
$____________________.

         12. The undersigned acknowledges that this Estoppel certificate may be
delivered to Landlord's prospective mortgagee, or a prospective purchaser, and
acknowledges that it recognizes that if same is done, said mortgagee,
prospective mortgagee, or prospective purchaser will be relying upon the
statements contained herein in making the loan or acquiring the property of
which the Premises are a part, and in accepting an assignment of the Lease as
collateral security, and that receipt by it of this certificate is a condition
of making of the loan or acquisition of such property.

         13. If Tenant is a corporation or partnership, each individual
executing this Estoppel Certificate on behalf of Tenant hereby represents and
warrants that Tenant is a duly formed and existing entity qualified to do
business in California and that Tenant has full right and authority to execute
and deliver this Estoppel Certificate and that each person signing on behalf of
Tenant is authorized to do so.


Executed at ________________________ on the ____________________ day of
__________________, 19____.

                                      "Tenant":

                                      ------------------------------------------

                                      a ________________________________________

                                      By:_______________________________________

                                      Its:______________________________________

                                      By:_______________________________________

                                      Its:______________________________________



<PAGE>


                                    EXHIBIT F

                             BRITISH PACIFIC CENTRE
                           NOTICE OF LEASE TERM DATES


To:_____________________________
   _____________________________
   _____________________________
   _____________________________




        Re:      Office Lease dated July 1, between BRITISH PACIFIC
                 PROPERTIES CORPORATION, a California Corporation
                 ("Landlord"), and MAXIM PHARMACEUTICALS, a California
                 Corporation ("Tenant") concerning Suite #400 on the
                 second floor of the Office Building located at 8899
                 University Center Lane, San Diego, California 92122.

Ladies and Gentlemen:

         In accordance with the Office Lease (the "Lease"), we wish to advise
you and/or confirm as follows:

         1.       That the Premises are Ready for Occupancy, and that the
                  Lease Term shall commence as of __________________ for a
                  term of __________________________ (______) months ending on


         2.       That in accordance with the Lease, Rent commenced to accrue
                  on _____________________

         3.       If the Lease Commencement Date is other than the first day of
                  the month, the first billing will contain a pro rata
                  adjustment. Each billing thereafter, with the exception of the
                  final billing, shall be for the full amount of the monthly
                  installment as provided for in the Lease.

         4.       Rent is due and payable in advance on the first day of each
                  and every month during the Lease Term. Your rent checks
                  should be made payable to ____________________________________
                  at ________________________________


         5.       The exact number of rentable square feet within the Premises
                  is ________________ square feet.

         6.       Tenant's Share as adjusted based upon the exact number of
                  rentable square feet within the Premises is ________________
                  and ___________________________ percent (___________%).


                            "Landlord":

                            BRITISH PACIFIC PROPERTIES CORPORATION,
                            a California Corporation


                            By: _____________________________________________

                            Its: ____________________________________________

                            Landlord's Federal Taxpayer Identification No.:

                            _________________________________________________


Agreed to and Accepted as of ________________________, 19______.

"Tenant": _____________________________________________________


a _____________________________________________________________

By: ___________________________________________________________

Its: __________________________________________________________


By: ___________________________________________________________

Its: __________________________________________________________


<PAGE>

                            LEASE TERMINATION AGREEMENT

   This Lease Termination Agreement (this "Agreement"), dated July 2, 1998, 
for reference purposes only, is entered into by and between BRITISH PACIFIC 
PROPERTIES, INC., a California corporation ("Landlord"), and MAXIM 
PHARMACEUTICALS, INC., a California corporation ("Tenant") with reference to 
that certain Office Lease, as amended, between Landlord and Tenant dated as 
of January 13, 1998 (the "Lease"), with respect to certain premises 
consisting of 12,407 rentable square feet, known as Suite 200 (the 
"Premises") at 8899 University Center Lane, San Diego 92122 (the "Building"). 
All capitalized terms used herein shall have the same meaning as set forth in 
the Lease.

                                    RECITALS

   Concurrent with the execution of this Agreement, Landlord and Tenant are 
entering into a new Office Lease Agreement with respect to premises located 
on the fourth (4th) floor of the Building. Therefore, Landlord and Tenant now 
desire to terminate the Lease upon the terms and conditions state herein 
below.

                                   AGREEMENT

1. Landlord and Tenant hereby terminate the Lease effective as of the time 
the fourth floor of the New Space is "Ready to Occupy" (anticipated move and 
occupancy date: August 15, 1998) (the "Termination Date"), upon the following 
terms and conditions:

   a. Concurrent with the execution of this Agreement by Tenant, Tenant will 
      enter into an Office Lease (the "New Lease") with respect to Suite 400 
      in the Building (the "New Premises").

* Ready to Occupy shall be defined as space that is substantially complete 
with only minor items that are to be performed.

2. Effective on the Termination Date, Tenant shall have five (5) business 
days to surrender the possession of the Premises to Landlord pursuant to the 
provisions of Section 5.3 of the Lease, and shall relinquish any claim of a 
right of possession of the Premises as if the date of this occurrence were 
originally set forth in the Lease as the termination of the Lease Term. The 
parties hereto agree that the Lease shall be terminated and canceled as of 
such date, and that Tenant's obligations under the Lease shall be thereafter 
terminated, except any obligations or liability that, by express provision in 
the Lease, survive termination of the Lease.

3. This Agreement shall be deemed to have been made in and shall be construed 
in accordance with the laws of the State of California. This Agreement shall 
be binding upon and inure to benefit of the parties and their respective 
successors and assigns.

4. Landlord and Tenant represent and warrant to each other that they have 
full right, power and authority to enter into this Lease Termination 
Agreement without the consent of approval of any other entity or person and 
make these representations knowing that the other party will rely thereon. 
Landlord and Tenant each further represent and warrant that the

<PAGE>

signatory on their behalf has full right, power and authority to act for and 
on behalf of such party in entering into this Lease Termination Agreement.

5. Tenant hereby warrants and represents to Landlord that Tenant has not done 
or suffered anything to be done whereby the Premises have been encumbered in 
any way whatsoever.

6. Upon the Termination Date, Landlord and Tenant release and forever 
discharge each other (including their respective shareholders, directors, 
officers, agents, employees, attorneys, predecessors, successors, assigns, 
guarantors and affiliated or related entities or persons) from every Claim 
(as hereinafter defined) or any kind and nature arising out of, resulting 
from or related to, whether directly or indirectly, the Lease, including, 
without limitation, Tenant's occupancy of or interest in the Premises and/or 
the Building, the relationship of the parties hereto as Landlord or Tenant 
under the Lease, or any other relationship with respect to the Lease or the 
Premises, excepting only (1) the obligations created under this Agreement, 
and (2) obligations of Landlord and Tenant accrued, but not fully discharged, 
by the Termination Date, and for purposes of items (1) and (2) immediately 
preceding, the same shall be released and forever discharged upon the 
performance of the terms of this Agreement and payment of rent and charges 
under the Lease due and owing through the Termination Date, except to the 
extent forgiven or waived under the specific provisions hereof. For purpose 
of this Agreement, the term "Claim" shall mean any claim, demand, obligation, 
debt, loss, controversy, promise, agreement, default, breach, liability, 
damage, cost, expense, injury, compensation, action, cause of action, 
contribution or reimbursement. The parties expressly state and intend that 
the term "Claim" includes, without limitation, any known or unknown, 
suspected Claims.

This general release shall be governed by the laws of the State of 
California. This release extends to all rights granted under California Civil 
Code Section 1542 which rights are hereby expressly waived by the parties. 
California Civil Code Section 1542 reads as follows:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW 
OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH 
IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

The parties each understand that the facts upon which the release in this 
Agreement is made may hereby turn out to be other than or different from the 
facts now known or believed by each party to be true and each party accepts 
and assumes the risk of the facts to be different than now known, or believed 
to be true.

7. Each party represents that it has not made any assignment, sublease, 
transfer, conveyance or other disposition (the "Transfer") of the Lease, 
any interest in the Lease or any Claim, arising from or related to the Lease. 
Each party agrees to indemnify and hold harmless all persons and/or entities 
which it is hereby releasing from any Claim arising from such Transfer. This 
obligation to indemnify and hold harmless shall include the obligation to pay 
reasonable attorneys' fees and costs actually incurred by the indemnified 
party, whether or not litigation is commenced.

8. The parties have read this Agreement including the release contained 
herein, and upon the advice of counsel, they have freely and voluntarily 
entered into this Agreement. If either party commences an action against the 
other party arising out of or in connection with this


<PAGE>

Agreement, the prevailing party shall be entitled to recover from the losing 
party all reasonable attorney's fees and costs of suit.

9. THE ECONOMIC AND OTHER SUBSTANTIVE TERMS AND PROVISIONS OF THIS AGREEMENT 
AND OF THE TRANSACTION CONTEMPLATED HEREUNDER ARE CONFIDENTIAL AND WILL BE 
TREATED AS SUCH BY THE PARTIES TO THIS AGREEMENT, THEIR OFFICERS, DIRECTORS, 
AGENTS AND EMPLOYEES. Notwithstanding the foregoing, such terms and provisions 
of this Agreement may be disclosed (i) with the prior written consent of the 
other parties hereto, and/or (ii) on a "need to know" basis to any lender or 
other party whose consent or agreement is required to consummate the 
transaction contemplated by this Agreement, provided such party shall be 
advised the disclosure is made on a confidential basis, and/or (iii) as may 
be required by law.

10. This Agreement sets forth all terms, conditions, and understandings 
between the parties, and there are no terms, conditions or understandings, 
either oral or written, between the parties other than as set forth herein. 
No alteration, amendment, change or addition to this Agreement shall be 
binding unless reduced to writing and signed by each of the parties hereto.

   IN WITNESS WHEREOF, the parties have duly executed this Agreement as of 
the day and year set forth above.

LANDLORD:                                  TENANT:

British Pacific Properties,                Maxim Pharmaceuticals, Inc.,
a California corporation                   a Delaware corporation


By: /s/ WILLIAM R. BYERS                   By /s/ DALE A. SANDER
   ------------------------                   --------------------------

Its: SECRETARY-TREASURER                  Its: CHIEF FINANCIAL OFFICER
    -----------------------                    -------------------------


<PAGE>

                                     EXHIBIT G

                                   SIGN CRITERIA

                               BRITISH PACIFIC CENTRE
                             8899 UNIVERSITY CENTER LANE



         SIZE:                  Same as existing "Merrill" sign.

         FONT TYPE:             Same as existing "Merrill" sign.

         APPLICATION:           Glue on marble. No penetration to building.

         CONSTRUCTION:          1 1/2" thick-plastic structure laminated to
                                styrofoam backing (Wilson Art or Formica).
                                No illumination on signage.

         COLOR:                 Same as existing "Merrill" sign.

         APPROVAL TO SIGNAGE:   Kohler Kompany, such approval not be
                                unreasonably withheld.