EXHIBIT 10.58




                                 EXODUS SUBLEASE

THIS EXODUS SUBLEASE ("Sublease"), is made and effective this 8th day of
June, 1999 (if and only if it is executed below where indicated by
Sublessor, Sublessee and Lessor), by and between TALUS CORPORATION, a
California corporation, c/o E-M Solutions, 120 Ninth Avenue, Longmont,
CO 80501 ("Sublessor"), and EXODUS COMMUNICATIONS, INC., a Delaware
corporation, 2831 Mission College Blvd., Santa Clara, CA 95054
("Sublessee"), Talus Corporation and Exodus Communications, Inc. are
referred to collectively as the "Parties" and individually as a
"Party").

                                     RECITALS:

A.      Sublessor, formerly known as Scientific Custom Metal Products
International, Inc., as Lessee, entered into a Standard
Industrial/Commercial Single-Tenant Lease - Net including Exhibit
(A) with Mopar, LLC as lessor, dated as of January 25, 1996, as
amended by that certain Lease Amendment, identical counterparts of
which have been dated as of November 14, 1997, and November 20, 1997
(as so amended, the "Original Lease"), for the lease of a portion of
an industrial building of approximately 94,500 square feet (the
"Building") located at 2403 Walsh Avenue, Santa Clara, California.
G&I Walsh LLC, a Delaware limited liability company ("Lessor") has
purchased the Building from Mopar, LLC, and is the present Lessor
under the Lease. Except as provided herein, terms shall have the
same meanings in this Sublease as in the Lease (as that term) is
hereinafter defined).

B.      The Original Lease has been amended by a further Second Amendment to
Lease dated as of January 29, 1999 (the "January Lease Amendment"),
and a Third Amendment to Lease dated as of June 8, 1999 (the "June
Lease Amendment"). The Original Lease as amended by the January
Lease Amendment and the June Lease Amendment, all of which are
attached hereto, are hereinafter collectively referred to as the
"Lease."

C.      On October 3, 1996, Sublessor agreed to lease to Computer Access
Technology Corporation ("CAT"), approximately 12,026 rentable feet
in the Building, more or less ("CAT Sublease Premises"), as well as
other terms and conditions pursuant to the Standard Office Lease -
Gross with attached First Addendum to Lease Agreement (with attached
Exhibits A and B) ("Existing CAT Sublease"), also attached hereto.
Paragraph 62 of the Existing CAT Sublease generally provides CAT the
right to extend the term of the CAT Sublease for a period of five
(5) years (the "CAT Sublease Option").

D.      From the Commencement Date (as defined below) prior to any vacating
of the CAT Sublease Premises by CAT, the premises leased to
Sublessor under the Lease (i.e. consisting of approximately 94,500
square feet at 2403 Walsh Avenue), less the CAT Sublease Premises,
is hereinafter referred to as the "Premises." On and after any date
that CAT vacates (for any reason) the CAT Sublease Premises when
Sublessee is obligated herein to also rent the CAT Sublease
Premises, and as to any references which relate to this time period
(i.e., when Sublessee is obligated to also rent the CAT Sublease
Premises), the term "Premises" herein shall refer to the entire
"Premises" leased to Sublessor under the Original Lease (regardless
of whether the CAT Sublease Premises is also expressly mentioned).

E.      Sublessee's signature below evidences its receipt and careful review
of the terms and conditions contained in all of the above-mentioned
documents.

F.      Sublessor desires to sublease to Sublessee and Sublessee desires to
sublease from Sublessor the Premises on the terms and conditions set
forth in this Sublease.

For and in consideration of the foregoing recitals, the mutual
promises and covenants of the parties, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Sublessor and Sublessee hereby covenant and agree as
follows:

                                    ARTICLE I
                            BASIC SUBLEASE PROVISIONS

1.1 Subleased Premises. Sublessor hereby subleases to Sublessee and
Sublessee hereby rents from Sublessor the Premises. On and after any
date prior to June 30, 2003 that CAT vacates the CAT Sublease Premises,
as long as Sublessee is not then in default under the terms of this
Sublease, and no event shall have occurred and be continuing which,
under the terms of this Sublease would constitute a default under the
Sublease after the giving of notice or passage of time, or both,
Sublessee shall immediately obtain possession and begin renting the CAT
Sublease Premises (which thereafter shall be included in the
"Premises"). Notwithstanding anything to the contrary, in the event that
Sublessee is or may be in default under the terms of this Sublease as
described above, so long as Sublessor was able to deliver possession of
the CAT Sublease Premises to Sublessee, Sublessee shall nevertheless
thereafter also be liable for all Base Rent, Additional Rent and all
other obligations relating to the CAT Sublease Premises, regardless of
whether possession is actually granted to Sublessee. Sublessor shall not
be responsible for any delays in delivering possession of the CAT
Sublease Premises to Sublessee so long as it uses reasonable steps to
deliver possession to Sublessee as soon as such becomes available. In
the event that Sublessor is unable, notwithstanding its reasonable
steps, to deliver possession of the CAT Sublease Premises to Sublessee,
Sublessee's obligations to pay Base Rent (as set forth below) and other
Rent (as set forth below) which is attributable to the CAT Sublease
Premises shall be suspended until Sublessor is able to deliver
possession of the CAT Sublease Premises. In other words, unless and
until Sublessor is able to deliver possession of the CAT Sublease
Premises, Sublessee shall pay only Eighty-Seven and 27/100 percent
(87.27 %) of the Base Rent amounts for the applicable period(s) set
forth below in section 2.1 plus those costs for Additional Rent set
forth in section 2.2 (in lieu of section 2.3) below, in addition to its
other obligations under the Sublease. If and after Sublessor is also
able to deliver possession of the CAT Sublease Premises, Sublessee shall
be responsible and pay One Hundred and 00/100 percent (100%) of the Base
Rent amounts for the applicable period(s) set forth below in section 2.1
plus those costs for Additional Rent set forth in section 2.3 below, in
addition to its other obligations under the Sublease. Additionally,
Sublessee hereby agrees to assume (and Sublessor hereby agrees to assign
to Sublessee) any and all obligations and rights of Sublessor,
commencing on July 1, 2003, which relate in any manner to the CAT
Sublease including, without limitation, the CAT Sublease Option, and
further, hereby agrees to defend, indemnify and hold Sublessor harmless
from and against any claims, losses, damages, penalties and other costs,
actions, judgments, expenses and other liability (including, without
limitation, attorneys' fees, expert witness fees and other legal costs),
made, suffered and/or brought by CAT (or its assignees) which relate in
any manner to the CAT Sublease including, without limitation, the CAT
Sublease Option (which involves any breach by Sublessee of any terms of
this Sublease which in any manner concerns CAT). By way of example but
not limitation, if CAT exercises the CAT Sublease Option and CAT brings
a claim against Sublessor arising from some alleged failure occurring on
or after July 1, 2003, on the part of Sublessor to honor some
provision(s) of the CAT Sublease (extended by the CAT Sublease Option),
Sublessee shall be solely responsible for any such claim and to defend,
indemnify and hold Sublessor harmless from any such claim. In the event
that the Lease is terminated due to a Breach by Sublessor under the
terms of the Lease and Sublessee begins Early Commencement under the
Standard Industrial/Commercial Single-Lessee Lease -- Net, dated June 4,
1999, by and between G&I Walsh LLC and Sublessee, Sublessee also hereby
agrees to assume (and Sublessor hereby agrees to assign to Sublessee)
all obligations and rights of Sublessor which relate in any manner to
the CAT Sublease including, without limitation, the CAT Sublease Option;
further, in addition to its other obligations under this Sublease,
Sublessee hereby agrees to defend, indemnify and hold Sublessor harmless
from and against any claims, losses, damages, penalties and other costs,
actions, judgments, expenses and other liability (including, without
limitation, attorneys' fees, expert witness fees and other legal costs),
made, suffered and/or brought by CAT (or its assignees) in any manner
related to the CAT Sublease including, without limitation, the CAT
Sublease Option which relates to any time period on and after the date
of automatic assignment to Sublessee and Sublessee's assumption of the
CAT Sublease. Notwithstanding the preceding, Sublessor agrees that it
will not amend or modify the CAT Sublease without Sublessee's consent if
such amendment or modification would alter Sublessee's rights or
obligations regarding the CAT Sublease, including the CAT Sublease
Option, in a material manner.

1.2 Use. Sublessee shall use the Premises as data center processing
and other lawful related uses (restricted, however, for non-hazardous
purposes) only ("Agreed Use"). With respect to the foregoing
restrictions on the use of the Premises, Sublessee agrees to abide by
such restrictions unless Sublessor gives its advance written consent to
another use. Sublessee agrees to comply with all zoning and land use
laws and requirements imposed on the Premises.

1.3 Term. The Term of this Sublease shall commence on the first day of
July, 1999 (hereinafter called the "Commencement Date") and shall end at
twelve o'clock midnight on June 30, 2003 (hereinafter called the
"Expiration Date"), or shall end on such earlier date pursuant to any of
the terms and conditions of this Sublease (which in this and other
provisions herein includes, unless expressly indicated otherwise, the
Incorporated Lease). Notwithstanding the preceding, where the context of
this Sublease requires such an interpretation, this Sublease shall
survive the termination of this Sublease.

1.4 Condition of Subleased Premises. Sublessee represents that it has
inspected the Premises (including the CAT Sublease Premises) and is
familiar with the condition of every part thereof including, without
limitation, the occupancy and operation of CAT. Sublessee agrees that it
enters into this Sublease without any representations, promises,
agreements or warranties by Sublessor, its officers, employees, agents,
or other representatives, as to the condition or fitness for a
particular purpose or use of the Premises (including the CAT Sublease
Premises) or any part, element or component thereof, including, but not
limited to, ADA compliance or lack thereof, electrical, plumbing, fire
sprinkler, life safety, lighting, or heating ventilating and air
conditioning ("HVAC") systems, loading doors, roof, exterior walls,
foundations or other structural elements, except as provided in section
4.1(c) below, Sublessee agrees to accept the Premises (including but not
limited to the CAT Sublease Premises) in an "AS-IS, WITH ALL FAULTS"
basis, without requiring any alteration, addition, installation, repair,
decoration or other improvement to be made by Sublessor or at
Sublessor's expense.

1.5 Services. Without limiting the effect of the provisions of the
incorporated Lease relating thereto, Sublessor shall not be obligated to
provide any services to Sublessee. Sublessor makes no representations or
warranties as to the availability or adequacy of services.

1.6 Vehicle Parking. So long as Sublessee is not in default, and
subject to the rules and regulations promulgated from time to time by
Sublessor and/or Lessor, Sublessee shall be entitled to use 49.7% of the
parking spaces for the 2401/2403 Walsh Avenue building project (less,
unless and until Sublessee's rental of the CAT Lease Premises, 40
spaces), for use by its agents', servants', employees' and invitees'
(individually and collectively referred to as "Sublessee's Agents")
passenger vehicles with 8 or less capacity only. If Sublessor in its
sole discretion agrees in writing to permit Sublessee to use any parking
spaces for any other purpose (e.g., temporary storage of materials,
satellite dish installation, etc.), Sublessee's then current number of
parking spaces will automatically be reduced by the number of spaces
utilized for such purpose plus any spaces which cannot be reasonably
used for normal parking as a result thereof. Sublessee agrees that
overnight parking is prohibited. Sublessee also agrees that under no
circumstances shall Sublessee's Agents in any manner interfere with
occupancy and/or access to the property known as 2401 Walsh Avenue,
including, without limitation, interference with the ingress or egress
to the building, parking lot or shipping and receiving areas. If
Sublessee commits, permits or allows any of the prohibited activities
described in the Sublease (including the incorporated Lease) or the
rules and regulations then in effect, then Sublessor shall have the
right, without notice, in addition to such other rights and remedies
that it may have, to remove or tow away the vehicle(s) involved and
charge the cost to Sublessee, which cost shall be immediately payable
upon demand by Lessor. Sublessee agrees that Sublessor (or its designee)
may "re-stripe" so as to reconfigure the existing parking lots, so long
as such does not reduce the number of parking spaces that Sublessee is
otherwise entitled. Subject to the prior written approval of Sublessor
and Lessor which shall not be unreasonably withheld or delayed,
Sublessee may also "re-stripe" so as to reconfigure the existing parking
lots, so long as such does not reduce the number of total parking spaces
or unreasonably interfere with the use or occupancy of 2401 Walsh Avenue
or its marketability to prospective subtenants.

1.7 Sublessee Compliance. Sublessor shall not be required to tender
possession of the Premises to Sublessee until Sublessee provides
satisfactory evidence of insurance pursuant to paragraph 8.5 of the
Lease and section 5.1 of this Sublease, delivers the original Letter of
Credit (hereinafter defined) pursuant to section 2.5 below of this
Sublease, and delivers the initial monthly Base Rent payment in the
amount of $65,976.12. Pending delivery of such evidence of insurance,
Letter of Credit and initial Base Rent payment, Sublessee shall be
required to perform all of its obligations under the Sublease from and
after the Commencement Date, including the payment of Rent (as
hereinafter defined), notwithstanding Sublessor's election to withhold
possession pending receipt of such evidence of insurance, Letter of
Credit and initial Base Rent payment.

                                    ARTICLE II
                              RENT AND OTHER CHARGES

2.1 Base Rent. Notwithstanding anything contained in this Sublease
(including the incorporated Lease), except as provided in section 1.1
above, Sublessee agrees to pay Sublessor Base Rent commencing on July 1,
1999, and on the first day of each month thereafter, in accordance with
the schedule set forth below:

                 Starting Date     Ending Date      Monthly Base Rent
                  07/01/1999        01/31/2000         $75,600.00
                  02/01/2000        01/31/2001         $80,325.00
                  02/01/2001        01/31/2002         $85,050.00
                  02/01/2002        01/31/2003         $89,775.00
                  02/01/2003        06/30/2003         $94,500.00

2.2 Additional Rent. For the period from July 1, 1999 through the
earlier of July 1, 2003 or the last day that CAT occupies the CAT
Sublease Premises, Sublessee shall also pay to Sublessor (or such other
party(s) as may be designated in writing by Sublessor) as and when due
under the Lease any and all additional rent and other charges which are
due and payable by Lessee under the Lease, without any deduction or
offset of any kind or nature, including, but not limited to, the costs
associated with:

(a)     All maintenance and repair obligations of Lessee which concern the
Premises and/or are caused in whole or in part, directly or
indirectly, by Sublessee's Agents, as generally set forth in
paragraph 7 of the Lease (without regard to deduction or offset in
this and the following provisions of this section 2.2 for any
payments by CAT). With respect to other maintenance and/or repairs
which do not only concern the Premises or are not caused in whole
or in part, directly or indirectly, by Sublessee's Agents,
Sublessee shall pay its pro rata share (as hereinafter defined) of
all such obligations,

(b)     All non-Building exterior repairs of the building project (i.e.,
2401 and 2403 Walsh Avenue) including, without limitation, repairs
of the landscaping, walkways, lawns, parking lots and exterior
lighting (individually and collectively referred to hereinafter as
the "Exterior Grounds") which are caused in whole or in part,
directly or indirectly, by Sublessee's Agents, as generally set
forth in paragraph 7 of the Lease. With respect to other Exterior
Grounds repairs which are not caused in whole or in part, directly
or indirectly, by Sublessee's Agents, as well as maintenance of the
Exterior Grounds, Sublessee shall pay Forty-Three and 64/100
percent (43.64%) of all such obligations,

(c)     All insurance obligations of Lessee, generally set forth in
paragraph 8 of the Lease. Notwithstanding the preceding, Sublessor
shall reimburse Sublessee for the period from July 1, 1999 through
the earlier of July 1, 2003 or the last day that CAT occupies the
CAT Sublease Premises, Twelve and 73/100 percent (12.73%) of the
reasonable cost of such insurance directly attributable to the
Premises, except for the cost for insurance which is attributable
to earthquake and flood coverage which shall be solely borne by
Sublessee, as set forth in section 5.1 below,

(d)     Sublessee's pro rata share of all Real Property Taxes obligations
of Lessee, and 100% of Personal Property Taxes obligations of
Lessee for property on the Premises (including any exterior areas
around the Building), generally set forth in paragraph 10 of the
Lease,

(e)     All utility obligations of Lessee, generally set forth in
paragraph 11 of the Lease, less the agreed upon sum of $1,180.00
per month, until such time as Sublessor installs a meter or meters
to separately monitor the utility obligations of Sublessee and/or
CAT (which are capable of monitoring) when Sublessee shall then pay
the amounts represented by such meter(s) in addition to any other
utility obligations which are not capable of monitoring.

(f)     All Alterations and improvements made to the Premises by reason of
the laws and requirements of any public authorities and any
application, permit, inspection or license fees required in
connection therewith or for the operation, use or occupancy of the
Premises.

Sublessee's "pro rata share" shall refer to Eighty-Seven and 27/100
percent (87.27%) of the total costs of the subject item(s).
Notwithstanding anything contained in any agreements between Sublessor
and Sublessee, Sublessee agrees that its obligations set forth in this
Sublease are in addition to its obligations set forth in the previously
entered into Exodus Sublease dated February 1, 1999. By way of example
but not limitation, Sublessee's obligation of 43.64% set forth above in
subsection (b) are in addition to (and not in lieu of) its obligations
of 44.52% in section 2.2(b) of the February 1, 1999 Exodus Sublease.

2.3 Additional Rent. For the period commencing from the date (if any)
prior to June 30, 2003 that CAT vacates the CAT Sublease Premises (or
such earlier date as provided herein or otherwise agreed to in writing
by the Parties), through June 30, 2003, Sublessee shall also pay to
Sublessor (or such other party(s) as may be designated in writing by
Sublessor) as and when due under the Lease any and all additional rent
and other charges which are due and payable by Lessee under the Lease,
without any deduction or offset of any kind or nature, including, but
not limited to, the costs associated with:

(a)     All maintenance and repair obligations of Lessee generally set
forth in paragraph 7 of the Lease,

(b)     All non-Building exterior repairs of the office building project
(i.e., 2401 and 2403 Walsh Avenue) including, without limitation,
repairs of the landscaping, walkways, lawns, parking lots and
exterior lighting (individually and collectively referred to as
"Exterior Grounds") which are caused in whole or in part, directly
or indirectly, by Sublessee's Agents, as generally set forth in
paragraph 7 of the Lease. With respect to other Exterior Grounds
repairs which are not caused in whole or in part, directly or
indirectly, by Sublessee's Agents, as well as maintenance of the
Exterior Grounds, Sublessee shall pay Fifty percent (50%) of all
such obligations,

(c)     All insurance obligations of Lessee, generally set forth in
paragraph 8 of the Lease,

(d)     All Real Property Taxes obligations of Lessee, and all Personal
Property Taxes obligations of Lessee for property on the Premises
(including any exterior areas around the Building), generally set
forth in paragraph 10 of the Lease,

(e)     All utilities obligations of Lessee, generally set forth in
paragraph 11 of the Lease, and

(f)     All Alterations and improvements made to the Premises by reason of
the laws and requirements of any public authorities and any
application, permit, inspection or license fees required in
connection therewith or for the operation, use or occupancy of the
Premises.

Notwithstanding anything contained in the Lease, except as expressly
provided to the contrary in this Sublease (e.g., with respect to the CAT
Sublease Premises prior to rental by Sublessee), the Parties agree that
it is the intent of this Sublease that Sublessee perform and pay all
obligations of Lessee under the Lease.

2.4 Payment. The Base Rent, and any additional rent and the other
charges payable herein in the Sublease (and in the Lease incorporated
herein) reserved or payable, shall be paid to Sublessor at its address
first-above stated (directed to the attention of: Controller) or at such
other place as Sublessor may designate in writing, in lawful money of
the United States of America, as and when the same become due and
payable, without demand therefor and without any deduction, notice,
offset, counterclaim or abatement whatsoever, except as otherwise
expressly provided in this Sublease. All monetary obligations of
Sublessee to Sublessor under the terms of the Sublease (except for the
Security Deposit) are deemed to be rent ("Rent"). Rent for any period
during the Term hereof which is for less than one (1) full calendar
month shall be prorated based upon the actual number of days of said
month. Acceptance of a payment which is less than the amount then due
shall not be a waiver of Sublessor's rights to the balance of such Rent,
regardless of Sublessor's endorsement of any check so stating.

2.5 Security Deposit.

(a) Upon execution of this Sublease, Sublessee shall deliver to
Sublessor the Letter of Credit described below as security for
Sublessee's performance of all of Sublessee's covenants and obligations
under this Sublease, provided, however, that neither the Letter of
Credit nor any Letter of Credit Proceeds (as defined below) shall be
deemed an advance rent deposit or an advance payment of any other kind,
or a measure of Sublessor's damages upon Sublessee's Default or Breach.
The Letter of Credit shall be maintained in effect from the date hereof
through the date which is one hundred twenty (120) days after the
Expiration Date, provided that upon Sublessee's surrender of the
Premises at the expiration of the Term, Sublessor and Sublessee shall
endeavor to determine as soon as practicable any amounts owing by
Sublessee, and within five (5) Business Days after payment of such
amount and Sublessee's fulfillment of any other obligations to
Sublessor, Sublessor shall return to Sublessee the Letter of Credit and
any Letter of Credit Proceeds then held by Sublessor (other than those
held for application by, Sublessor as provided below). Sublessor shall
not be required to segregate the Letter of Credit Proceeds from its
other funds, and in no event shall Letter of Credit Proceeds or any
portion thereof be deemed to be held in trust for Sublessee. No interest
shall accrue or be payable to Sublessee with respect to the Letter of
Credit Proceeds. Sublessor may (but shall not be required to) draw upon
the Letter of Credit and use the proceeds therefrom (the "Letter of
Credit Proceeds") or any portion thereof to cure any Default or Breach
under this Sublease or to compensate Sublessor for any damage Sublessor
incurs as a result of Sublessee's failure to perform any of its
obligations hereunder, it being understood that any use of the Letter of
Credit Proceeds shall not constitute a bar or defense to any of
Sublessor's remedies set forth herein. In such event and upon written
notice from Sublessor to Sublessee specifying the amount of the Letter
of Credit Proceeds so utilized by Sublessor and the particular purpose
for which such amount was applied, Sublessee shall immediately deliver
to Sublessor an amendment Letter of Credit or a replacement Letter of
Credit in an amount equal to one hundred percent (100%) of the amount
specified below. Sublessee's failure to deliver such replacement Letter
of Credit to Sublessor within five (5) business days of Lessor's notice
shall constitute a Breach hereunder. If Sublessee is not in default at
the expiration or termination of this Sublease, within one hundred
twenty (120) days after such expiration or termination, or such earlier
date as provided above, Sublessor shall return to Sublessee the Letter
of Credit or the balance of the Letter of Credit Proceeds then held by
Sublessor, provided, however, that in no event shall any such return be
construed as an admission by Sublessor that Sublessee has performed all
of its obligations hereunder. Under no circumstances shall Sublessor be
required to return the Letter of Credit or Letter of Credit proceeds
before receiving written acknowledgment by Lessor that Sublessor has
fulfilled all of its Sublessor's obligations and is completely released
from liability under the Lease.

(b) As used herein, Letter of Credit shall mean an unconditional,
irrevocable letter of credit (hereinafter referred to as the "Letter of
Credit") issued by a major "money center" bank satisfactory to Sublessor
in its sole and absolute discretion (the "Bank"), drawings under which
may be made at an office of the Bank located in Denver or Boulder,
Colorado, naming Sublessor as beneficiary, in the amounts set forth
below, and otherwise in form and substance satisfactory to Sublessor.
The amount of the Letter of Credit shall be Four Hundred Thousand
Dollars ($400,000.00) during the period from the execution of this
Sublease for so long as the Letter of Credit is required to be
maintained pursuant to subsection (a) above. In addition, should the
Agreed Use be amended to accommodate a material change in the business
of Sublessee or to accommodate a sublessee or assignee of Sublessee,
Sublessee shall, upon thirty (30) days' written notice from Sublessor,
cause the amount of the Letter of Credit to be increased to an amount
necessary, in Sublessor's reasonable judgment, to account for any
increased wear and tear that the Premises may suffer as a result
thereof. Furthermore, if a change in control of Sublessee occurs during
the term of this Sublease, and following such change in control, (1)
Sublessee is not a publicly traded company, and (2) the financial
condition of Sublessee is, in Sublessor's reasonable judgment,
significantly reduced, Sublessee shall, upon thirty days' written notice
from Sublessor, cause the amount of the Letter of Credit to be
increased, effective on the later to occur of the expiration of thirty
(30) days after Sublessor gives such notice, or the thirtieth (30th) day
prior to the Commencement Date, to an amount, which, in Sublessor's
reasonable judgment, is commercially reasonable based on such change in
financial condition. The Letter of Credit shall be for an initial term
of not less than one year and shall provide: (i) that Sublessor may make
partial and multiple draws thereunder, up to the face amount thereof,
(ii) that Sublessor may draw upon the Letter of Credit up to the full
amount thereof, as determined by Sublessor, and the Bank will pay to
Sublessor the amount of such draw upon receipt by the Bank of a sight
draft signed by Sublessor and accompanied by a written certification
from Sublessor to the Bank stating either: (A) that a Breach has
occurred and is continuing under this Lease or (B) that Sublessor has
not received notice from the Bank that the Letter of Credit will be
renewed by the Bank for at least one (1) year beyond the then applicable
expiration date and Sublessee has not furnished Sublessor with a
replacement Letter of Credit as hereinafter provided; and (iii) that, in
the event of Sublessor's assignment or other transfer of its interest in
this Sublease, the Letter of Credit shall be freely transferable by
Sublessor, without charge and without recourse, to the assignee or
transferee of such interest and the Bank shall confirm the same to
Sublessor and such assignee or transferee. The Letter of Credit shall
further provide that a draw thereon pursuant to clause (ii)(B) above may
only be made during the thirty (30) day period preceding the then
applicable expiration date of the Letter of Credit. In the event that no
later than thirty (30) days prior to the then applicable expiration date
of the Letter of Credit, neither (1) the Bank shall have notified
Sublessor that the Letter of Credit will be renewed for at least one (1)
year beyond the then applicable expiration date, nor (2) Sublessee shall
have delivered to Sublessor a replacement Letter of Credit in the amount
required hereunder and otherwise meeting the requirements set forth
above, then Sublessor shall be entitled to draw on the Letter of Credit
as provided above, and shall hold the proceeds of such draw as Letter of
Credit Proceeds pursuant to subsection (a) above and Paragraph 5 of the
Lease, provided that such drawing shall not constitute a waiver of
Sublessor's right to declare a Breach of the Sublease pursuant to
paragraph 13.1(c) of the Lease.

(c) At any time during the Term, Sublessee may replace any Letter
of Credit provided hereunder with another Letter of Credit meeting the
requirements hereunder, and Sublessor shall cooperate in arranging a
simultaneous exchange of such Letters of Credit.

                                   ARTICLE III
                        SUBLESSEE'S AFFIRMATIVE OBLIGATIONS

Without limiting Sublessee's obligations pursuant to the Lease,
including those set forth in paragraph 7, Sublessee also agrees to the
following:

3.1 Alterations. Sublessee agrees that any Alteration, Utility
Installation, addition, improvement, installation of Trade Fixtures,
and/or other installation or decoration after the Commencement Date
shall be made only (a) with the prior written consent of Sublessor which
shall not be unreasonably withheld or delayed (and the Lessor, if
required by the terms of the Lease), (b) by workmen or contractors
approved by Sublessor which shall not be unreasonably withheld or
delayed; (c) in full compliance with all laws, ordinances and
regulations of applicable authorities (including any fire insurance
rating organizations having jurisdiction over the Premises); (d) in
accordance with the provisions of the Lease, and (e) after receipt by
Sublessor of such insurance policies as are reasonably required by
Sublessor and Lessor. Notwithstanding anything to the contrary and
without limiting in any manner Sublessee's obligations under this
Sublease, Sublessee shall also be responsible for all restoration
obligations of Lessee under the Lease including, without limitation, the
restoration obligations relating to the items mentioned in paragraph 10
of the June Lease Amendment.

3.2 Sublessor's Consent. Sublessor shall not unreasonably withhold or
delay the granting of its consent to Sublessee making and/or installing
the Alterations, Utility Installations and Trade Fixtures desired to be
made by Exodus which are consistent with the types of Alterations,
Utility Installations or Trade Fixtures approved by Sublessor and Lessor
in connection with Sublessee's occupancy of the adjacent building
located at 2401 Walsh Avenue, Santa Clara, so long as prior to any
construction whatsoever, Sublessee shall first furnish to Sublessor a
lien and completion bond satisfactory to Sublessor in an amount equal to
the estimated cost of such Alteration(s) or Utility Installation(s).
Notwithstanding anything contained in the Sublease, Sublessor hereby
affirmatively states that it does not approve of or consent to any
Alterations, Utility Installations or Trade Fixtures which are mentioned
or described in the plans and specifications but do not include
specifics as to their location, size, mechanical, architectural or
electrical detail or specifications. Without limiting the foregoing or
Sublessee's obligations under this Sublease, notwithstanding the June
Lease Amendment, Sublessee also agrees to the following:

(a)     Sublessor hereby consents to the installation by Sublessee of two
(2) above-ground diesel fuel tanks and five (5) diesel generators
at the Premises, provided that such installation shall be in
compliance with all Applicable Law, and Sublessee shall obtain
Sublessor's prior written approval of the precise location thereof,
and of the protective enclosures or encasements thereof, which
approval shall not be unreasonably withheld or delayed. Sublessee
agrees that reasonable considerations in determining such approval
shall include without limitation whether such tanks, enclosures,
encasements and/or generators unreasonably interfere with the use
or occupancy (including parking, ingress and egress) of the CAT
Sublease Premises, or the use or occupancy (including parking,
ingress and egress) of 2401 Walsh Avenue or its marketability to
prospective subtenants.

(b)     Sublessor hereby consents to the installation by Sublessee
satellite dishes not to exceed two (2) feet in diameter, on the
roof of the Building only, so long as prior notice is provided to
Sublessor and Lessor and provided that they are installed behind a
roof screen, are not visible from the street, and are installed in
compliance with Applicable Law. If Sublessee wishes to use other
satellite dishes and/or install satellite dishes in any other
manner or location, such installation shall be in compliance with
all Applicable Law, and shall not be made without Sublessor's and
Lessor's prior written approval of such installation, which
approval shall not be unreasonably withheld or delayed. Sublessee
agrees that reasonable considerations in determining such approval
shall include without limitation whether such satellite dishes
unreasonably interfere with the use or occupancy (including
parking, ingress and egress) of the CAT Sublease Premises, or the
use or occupancy (including parking, ingress and egress) of 2401
Walsh Avenue or its marketability to prospective subtenants, or
increase the restoration obligations pursuant to paragraph 7.4 of
the Lease without the provision of additional security or payment
to Sublessor.

(c)     While Sublessor shall not unreasonably withhold or delay the
granting of its consent to Alterations, Utility Installations or
Trade Fixtures which are consistent with the Alterations, Utility
Installations or Trade Fixtures approved by Sublessor and Lessor in
connection with Sublessee's occupancy of the adjacent building
located at 2401 Walsh Avenue, Santa Clara (subject to the above
conditions set forth in the first sentence of section 3.2),
Sublessee agrees that reasonable considerations in determining such
approval shall include without limitation whether such Alterations,
Utility Installations and/or Trade Fixtures unreasonably interfere
with the use or occupancy (including parking, ingress and egress)
of the CAT Sublease Premises, or the use or occupancy (including
parking, ingress and egress) of 2401 Walsh Avenue or its
marketability to prospective subtenants, or increase the
restoration obligations pursuant to paragraph 7.4 of the Lease
without the provision of additional security or payment to
Sublessor.

(d)     Sublessor hereby agrees not to unreasonably withhold its consent
to the installation by Sublessee of security fencing which will in
part enclose the Building, provided that such installation shall be
in compliance with all Applicable Law, and Sublessee shall obtain
Sublessor's prior written approval of the precise location, height
and type thereof. Sublessee agrees that reasonable considerations
in determining such approval shall include without limitation
whether such security fencing unreasonably interferes with the use
or occupancy (including parking, ingress and egress) of the CAT
Sublease Premises, or the use or occupancy (including parking,
ingress and egress) of 2401 Walsh Avenue or its marketability to
prospective subtenants.

(e)     Sublessor hereby consents to the installation by Sublessee, at
Sublessee's sole cost and expense, of a demising wall acceptable to
Sublessor to separate the 2000 square feet occupied by CAT on the
mezzanine level from the balance of the space on the mezzanine
level. Sublessee agrees to use its best efforts to construct such
demising wall on or before July 1, 1999, and in any event, agrees
to complete such demising wall by August 1, 1999.

3.3 Maintenance and Repair. Sublessee shall take good care of, repair
and maintain the Premises and the fixtures, equipment and other
improvements and appurtenances therein. All damage or injury to the
Premises and to its fixtures, glass, appurtenances and equipment caused
by the moving of property by Sublessee's Agents in or out of the
Premises, or by the installation or removal by Sublessee's Agents of
furniture, fixtures or other property, or resulting from carelessness,
omission, neglect or improper conduct of Sublessee's Agents, shall be
repaired, restored or replaced promptly by Sublessee, at its sole cost
and expense, to the reasonable satisfaction of Sublessor and Lessor. All
of said repairs and replacements required to be made by Sublessee shall
be in quality and class equal to the original work or installation and
shall be done in a good and workmanlike manner.

3.4 Financial Information. On the first day of February of each
calendar year during the term of this Sublease, Sublessee shall provide
Sublessor, upon request, with copies of all of the most recent financial
statements of Sublessee, and all of its parent and/or subsidiary
company(s). Upon request, Sublessee also agrees to provide any
supplemental financial information as may be from time to time requested
by Sublessor.

3.5 Non-Interference. Sublessee agrees that it will in no manner
disrupt or otherwise interfere with CAT's tenancy and use of the
Building pursuant to the Existing CAT Sublease.

                                    ARTICLE IV
                      SUBLESSOR'S COVENANTS AND REPRESENTATIONS

4.1 Covenants and Representations. Sublessor covenants and represents
to Sublessee as follows that:

(a)     The Lease is in full force and effect, Sublessor has received no
notice of default and, to the best of Sublessor's knowledge, no
default exists thereunder;

(b)     During the term of this Sublease, Sublessor will fully and
faithfully perform the terms and conditions of the Lease on its
part to be performed; and

(c)     Sublessor has no knowledge or information that the Premises
contain Hazardous Substances, except as disclosed in the
Environmental Site Assessment dated August 18, 1997, receipt of
which is hereby acknowledged by Sublessee.

4.2 Sublessor Indemnity. Notwithstanding any provisions to the
contrary, and in particular paragraph 6 of the Lease, Sublessor shall
defend, indemnify and hold Sublessee harmless from and against any and
all claims, response or remediation costs, losses, damages, penalties,
other costs, actions, judgments, expenses and other liability
(including, without limitation, attorney's fees and expenses of
investigation, remediation or defense) due to Hazardous Substances which
were brought onto the Premises by Sublessor after November 14, 1997 and
before the Commencement Date, and Hazardous Substances brought onto the
Premises by Sublessor during the Term of this Sublease.

                                    ARTICLE V
                                    INSURANCE

5.1 Insurance. Notwithstanding anything to the contrary except as is
expressly provided herein below in this section 5.1, Sublessee shall
procure and maintain at its own cost and expense, throughout the Term of
this Sublease, such policy or policies of insurance with respect to the
entire Premises as Sublessor is required (as Lessee) to maintain
pursuant to the Lease (i.e., including the CAT Sublease Premises)
including, but not limited to, the policies required pursuant to
paragraph 8 of the Lease. Sublessee shall also pay for any insurance
policy(s) which Lessor is required or otherwise permitted to maintain
pursuant to the Lease (including the CAT Sublease Premises). All
insurance policies must maintain during the policy term a "General
Policyholders Rating" of at least A, IX. Notwithstanding the preceding,
for the period July 1, 1999 through the date (if any) prior to June 30,
2003 that CAT vacates the CAT Sublease Premises), Sublessor shall pay to
Sublessee Twelve and 73/100 percent (12.73%) of the reasonable cost of
such insurance directly attributable to the Premises within thirty (30)
days of receipt of invoice(s) and other documentation evidencing such
cost, except for the cost for insurance which is attributable to
earthquake and flood coverage which shall be solely borne by Sublessee.
The policies shall also name Sublessor, Lessor and their respective
officers, directors and employees, as additional insureds, shall insure
performance of the indemnities of Sublessee contained in the Sublease
and shall be primary coverage in the instance of Sublessee's
indemnities, so that any insurance coverage obtained by Lessor or
Sublessor shall be in excess thereto. All policies required under the
Sublease shall be endorsed to provide a waiver of subrogation as to
Sublessor and Lessor. Sublessee shall from time to time upon written
request promptly deliver to Sublessor evidence that all premiums have
been paid and all policies are in full force and effect, all in such
form as Sublessor may reasonably request. All policies required under
this Sublease shall include an unconditional agreement by the insurer
that the policy shall not be canceled, terminated, modified or allowed
to expire without 90 days' advance written notice to Sublessor and
Lessor. When Sublessee has any reason to believe that any insurance
policy required under the Lease may be cancelled, modified, expire or
terminate, Sublessee agrees to immediately provide written notice
detailing the same to Sublessor. All policy(s) required of Sublessee
pursuant to the Lease shall be tendered to Sublessee, upon renewal and
modification without request, and at any other time upon Sublessor's
request. Sublessor shall be under no obligation to maintain any
insurance, and if in its sole discretion it elects to do so, Sublessee
shall not be named as an additional insured therein.

                                    ARTICLE VI
                            LOSS OF SUBLEASED PREMISES

6.1 Casualty. If the Subleased Premises shall be damaged by fire or
other casualty, or be condemned or taken in any manner for a public or
quasi-public use (and if this Sublease shall not have been terminated as
provided in the Lease), Sublessee agrees that Sublessor's obligation, if
any, to repair, restore or rebuild the Premises shall be determined in
accordance with the Lease. If the Premises or any part thereof shall be
damaged by fire or other casualty, Sublessee shall give prompt written
notice to Sublessor.

6.2 Condemnation. In the event of any condemnation or taking of the
Premises, or any portion thereof, Sublessee's rights are limited by the
Lease. Sublessee agrees that under no circumstances is Sublessor
responsible for any payment whatsoever to Sublessee arising from or in
any manner related to any condemnation involving the Premises. In the
event of a taking of all or a portion of the Premises, Sublessee shall
also not be entitled to receive any part of any award made in the
condemnation proceeding; provided, however, that nothing contained
herein shall be deemed to preclude Sublessee from intervening for
Sublessee's own interest in such proceedings to claim or receive from
the condemning authority any compensation to which Sublessee may
otherwise be lawfully entitled, and Sublessee shall be entitled to the
benefit of any diminution in rent granted to Sublessor under the Lease
which is applicable to the portion of the Premises so condemned or
taken.

                                    ARTICLE VII
                                DEFAULT AND BREACH

7.1 Sublessor's Remedies. In the event of any Default and/or Breach on
the part of Sublessee under any of the terms, provisions, covenants or
agreements of the Lease or of this Sublease, Sublessor shall have the
same rights and remedies against Sublessee under this Sublease as are
available to the Lessor against Lessee under the provisions of the Lease
including, but not limited to, those under paragraph 13 of the Lease.
Without limiting the foregoing, the occurrence of any of the following
events shall also constitute a Breach under this Sublease, and Sublessor
shall have all rights and remedies available under the Lease to Lessor
in the event of a Breach as a result of:

(a)     The failure of Sublessee to cause the amount of the Letter of
Credit to be increased as and when required in accordance with the
requirements of section 2.5(b) above, where such failure continues
for a period of three (3) business days following written notice to
Sublessee, or

(b)     Upon the election of Sublessor, in the event that no later than
thirty (30) days prior to the then applicable expiration date of
the Letter of Credit, neither (1) the Bank shall have notified
Sublessor that the Letter of Credit will be renewed for at least
one (1) year beyond the then applicable expiration date, nor (2)
Sublessee shall have delivered to Sublessor a replacement Letter of
Credit in the amount required hereunder and otherwise meeting the
requirements set forth in section 2.5 above, or

(c)     The occurrence of any Breach under (and as defined in) that
certain Exodus Sublease dated as of February 1, 1999 between
Sublessor and Sublessee (as amended by the Amendment to Exodus
Sublease dated February 1999), covering premises located at 2401
Walsh Avenue, Santa Clara.

7.2 Sublessee's Remedies. In the event of any Default and/or Breach on
the part of Sublessor under any of the terms, provisions, covenants or
agreements of this Sublease, Sublessee shall have the right to seek
monetary damages or specific performance, but shall not have the right
to terminate this Sublease, except as otherwise expressly provided
herein in this Sublease. Notwithstanding anything contained in this
Sublease, Sublessor shall not be deemed in breach of any obligation
under this Sublease if it is reasonably unable to perform such
obligation due to its status as a Lessee (and not the Lessor) under the
Lease. By way of example but not limitation, if Lessor were required
under the Lease to make certain repairs but refused to do so, and
Sublessor (as Lessee under the Lease) was not permitted under the terms
of the Lease to make such repairs, Sublessor would be reasonably unable
to perform such repairs and therefore, not be deemed in Breach of the
Sublease. As to obligations under the Sublease that Sublessor is
reasonably able to perform, Sublessor shall not be deemed in breach of
this Sublease unless Sublessor fails within a reasonable time to perform
an obligation required to be performed by Sublessor. For purposes of the
preceding sentence, a reasonable time shall in no event be more than
thirty (30) days after receipt by Sublessor of written notice specifying
wherein such obligation of Sublessor has not been performed; provided,
however, that if the nature of Sublessor's obligation is such that more
than thirty (30) days are reasonably required for its performance, then
Sublessor shall not be in breach if performance is commenced within such
thirty (30) day period and thereafter diligently pursued to completion.

                                   ARTICLE VIII
                                     SUBLEASE

8.1 Incorporation of the Lease. Except as set forth herein in this
Sublease, the terms, covenants, conditions and agreements of the Lease,
are incorporated herein and made part of this Sublease as though fully
set forth herein (and references to the Sublease herein shall refer to
both this Sublease and the incorporated Lease regardless of whether the
Lease is expressly mentioned) and are applicable to this Sublease with
the same force and effect as though Sublessor was Lessor under the
Lease, Sublessee was Lessee under the Lease, and the Premises herein
were the Premises under the Lease. In the incorporation of such terms,
covenants, provisions, conditions and agreements, if there is a conflict
between the terms of the Lease and this Sublease, the terms of this
Sublease shall control. By way of example but not limitation, the terms
"Breach" and "Default" shall have the same meanings as those contained
in the Lease and entitle Sublessor to invoke against Sublessee those
remedies enjoyed by Lessor when Lessee causes a Breach and/or Default
under the Lease; however, Sublessee's obligations to pay Base Rent are
based on the amounts set forth in section 2.1 above and not those
contained in the Lease. Without limiting the generality of the
foregoing, regardless of whether certain provisions of the June Lease
Amendment refer to "Exodus" specifically or simply "Lessee," such
provisions shall nonetheless apply to Sublessee (except as set forth
below in section 8.2). Sublessor and Sublessee acknowledge and agree
that as between them with respect to the interpretation of provisions of
the June Lease Amendment which is incorporated into this Sublease by
reference, the sole purpose of using the term "Exodus" instead of
"Lessee" in the June Lease Amendment is to clarify certain distinctions
being made in the June Lease Amendment. Additionally, by way of example
but not limitation, when a particular provision in the Lease requires
Lessor's consent, Lessor's approval, Lessor's judgment or comparable
language, such consent, approval, etc., will be required of both Talus
Corporation (which stands in the shoes of the Lessor in the Lease
pursuant to section 8.1 of the Sublease), and G&I Walsh LLC (which is
the actual Lessor under the Lease). This Sublease is subject and
subordinate to, and Sublessee accepts this Sublease subject and
subordinate to, all of the terms, covenants, provisions, conditions and
agreements contained in the Lease, Existing CAT Sublease and the matters
to which the Lease is subject and subordinate. This Sublease shall also
be subject to any amendments and supplements to the Lease hereafter made
between Lessor and Sublessor, provided that any such amendment or
supplement to the Lease will not prevent or adversely affect the use by
Sublessee of the Premises in accordance with the terms of this Sublease
or additionally increase the Base Rent, additional rent or other charges
required to be paid by Sublessee under the terms of this Sublease.
Sublessee acknowledges and agrees that it shall not be permitted to
exercise any options granted to Lessee under the Lease,

8.2 Exclusions. Notwithstanding anything contained in the Sublease,
the following provisions of the Lease are expressly excluded from
incorporation herein (as are any references to the following provisions
which are contained in a non-excluded provision): paragraphs 1.1 through
1.12.1 paragraphs 2.2, 2.3, 2.5, 3.1, 3.2, 4.1, 8.2(b), 13.1(g), 15.1
through 15.6, 37.1, 37.2, 38, 39.1 through 39.4, 48, paragraphs 1, 3 and
4 (and the first sentence of paragraph 2) of Exhibit (A), the
Guaranties, the Lease Amendment dated November 14, 1997 and November 20,
1997, and paragraphs 31, 32, 33 and 34 of the June Lease Amendment.

8.3 Sublessee's Additional Duties Regarding the Lease. Without
limiting Sublessee's obligations pursuant to the Sublease relating to
the below matters, Sublessee also covenants and agrees as follows:

(a)     To perform and observe all of the terms, covenants, conditions and
agreements of the Lease to be performed on the part of Sublessor
with respect to the Premises to the extent the same are not
expressly modified or inconsistent with the terms of this Sublease;

(b)     That Sublessee will not do or cause to be done or suffer or permit
any act or thing to be done which would or might cause any Default
and/or Breach under this Sublease or the Lease, or cause the rights
of Sublessor as Lessee thereunder to be canceled, terminated or
forfeited, or which would make Sublessor liable for any damages,
claim or penalty,

(c)     Except as provided in the Sublease with respect to diesel fuel,
Sublessee shall not cause or permit any Hazardous Substances to be
used, stored, generated or disposed of on the Premises;

(d)     Sublessor shall also have the right to enter the Premises at any
time, in the case of an emergency, and otherwise with 24 hours'
advance notice for the purpose of inspecting the Premises.
Sublessor acknowledges that Sublessee intends to operate a secure
internet data center facility at the Premises. Accordingly, except
in the case of an emergency, Sublessor or its agents shall give
Sublessee 24 hours' advance notice prior to entering the Premises,
and Sublessee shall have the right to require that a representative
of Sublessee accompany any parties entering the Premises. In the
case of an emergency, Sublessor or its agents shall make such
effort as is deemed appropriate by Sublessor or its agents under
the circumstances to contact an on-site representative of
Sublessee, if one is present at the Premises, prior to entering the
Premises; provided, however, that if an on-site representative
cannot be located after such effort is made or if immediately entry
to the Premises without attempting to locate an on-site
representative of Sublessee is deemed appropriate by Sublessor or
its agents due to the nature of the emergency, Sublessor or its
agents may enter the Premises unaccompanied by a representative of
Sublessee, and

(e)     Sublessee acknowledges and agrees that paragraph 40 of the Lease
is applicable to this Sublease since the Premises are part of a
group of buildings controlled by Lessor.

                                    ARTICLE IX
                                  NONDISTURBANCE

9.1 Quiet Possession. If, and so long as Sublessee pays the Base Rent,
additional rent and other charges due and payable described herein and
keeps, observes and performs all of the other covenants, agreements,
terms, provisions and conditions herein contained on the part of
Sublessee to be kept, observed and performed, Sublessee shall have quiet
possession of the Premises, subject, however, to the covenants,
agreements, terms, provisions and conditions of this Sublease, the
Lease, the Existing CAT Sublease, and to the matters to which the Lease
is or becomes subject and/or subordinate.

9.2 Notice of Default and Right to Cure. Sublessor shall provide
Sublessee with copies of any written notice to or from Lessor specifying
a Default by Sublessor under the terms of the Lease within seventy-two
(72) hours of Sublessor's receipt from or delivery of the notice to
Lessor. Upon demand from Sublessee and so long as Sublessee has not
defaulted under the terms of this Sublease, Sublessor shall take all
action reasonably necessary to avoid termination of the Lease or
disturbance of Sublessee's use and occupancy of the Premises as a result
of such Default. Sublessor shall keep Sublessee fully advised as to
Sublessor's efforts to cure or resolve any allegation of a Default and
shall provide Sublessee, at Sublessor's expense, with copies of all non-
privileged correspondence, and documentation, including but not limited
to, any pleadings filed by or on behalf of Sublessor or Lessor in the
course of any litigation which involves an alleged Default relating
thereto. If Sublessor fails to timely cure a Default or contests the
same by appropriate legal proceedings, and Lessor has threatened to
disturb Sublessee's use or occupancy of the Premises or any party
thereof, Sublessee shall have the right so long as it is not in default
under this Sublease, but not the duty, to take whatever action is
reasonably necessary to cure the Default. All reasonable and necessary
costs, expenses and fees (including reasonable attorneys' fees) incurred
by Sublessee in the course of curing a Default shall be fully
recoverable from all payments (including Base Rent and additional rent)
that come due to Sublessor under this Sublease.

                                    ARTICLE X
                                     NOTICE

10.1 Notice. Paragraph 23 of the Lease shall govern notices except the
designated addresses shall be those provided in the initial paragraph of
this Sublease. All notices to Sublessor shall be sent to Sublessor's
address, to the attention of the Controller. All notices to Sublessee
shall be sent to the attention of Richard Stoltz, CFO, COO.

10.2 Courtesy Copies. Whenever notice is delivered pursuant to this
Sublease, copies shall also be delivered to the following:

          To Sublessor:

          Robert M. Horowitz, Esq.
          Pearson, Milligan & Horowitz, P.C.
          1999 Broadway, Suite 2300
          Denver, CO 80202 Fax: (303) 298-7010

          To Sublessee:

          Kyle Barriger, IDC Manager
          Exodus Communications, Inc.
          2403 Walsh Avenue
          Santa Clara, CA 95054
          Fax:    (408) 346-2206

                                    ARTICLE XI
                       SUBLEASING AND ASSIGNMENT BY SUBLESSEE

11.1 No Future Assignment or Sublease.

(a)     Except as provided herein in this section 11.1, Sublessee shall
not assign or otherwise transfer, mortgage, pledge, hypothecate or
encumber this Sublease or the Premises, or any interest therein,
and shall not sublet (which term herein shall also include "sub-
subletting") the Premises or any part thereof, or any right or
privilege appurtenant thereof, or permit any other party to occupy
the Premises, or any portion thereof, except in accordance with the
provisions of paragraph 12 of the Lease. The foregoing shall also
require the written consent of both Sublessor and Lessor in
accordance with the criteria set forth in paragraph 12 of the
Lease. Sublessor's consent to any assignment, transfer or
subletting by Sublessee shall not relieve Sublessee from any of its
obligations under this Sublease. As a condition to providing such
written consent, Sublessor reserves the right to make such changes
in the Sublease as Sublessor and/or Lessor may require to be made
to the Lease pursuant to paragraph 12 thereof. If Sublessee
violates any of the terms contained in this section 11.1, such
shall constitute a Breach under the terms of this Sublease.

(b)     Notwithstanding anything to the contrary, Sublessee agrees that
Sublessor, as a condition to giving its consent to any proposed
sublease or assignment, in addition to any other obligations of or
amounts due from Sublessee pursuant to the Lease, shall require
that Sublessee pay to Sublessor, as additional Rent under the
Sublease, before execution of any proposed assignment or sublease
(i) any and all amounts required by Lessor to be paid by Sublessor
pursuant to paragraph 12.2(e) of the Original Lease, (ii) any and
all other amounts which Lessor requires to be paid or delivered by
Sublessor in connection with or in any manner related to the
proposed assignment or sublease, and (iii) all other reasonable
out-of-pocket expenses incurred by Sublessor in connection with the
proposed assignment or sublease, including, without limitations
attorneys' and consultants' fees and expenses. The amounts
described in subsection (iii) above shall be referred to (if at
all) in the June Lease Amendment as the "Talus Amounts," and such
amounts shall be paid regardless of and in addition to any amounts
set forth in section 11.1(c) below. The Parties agree that it is
the express intent of this section 11.1(b) to make Sublessor
"whole" by not requiring Sublessor to incur any expense whatsoever
in connection or relating to Sublessee's subletting(s) or
assignment(s), proposed or otherwise, all such expense to be
immediately reimbursed by Sublessee to Sublessor.

(c)     Notwithstanding any provision of paragraph 12 of the Lease,
Sublessor, as a condition to giving its consent to any proposed
sublease or assignment, may also (i.e., in addition to Sublessee's
obligations under the Sublease including without limitation those
set forth in section 11.1(b) above) require that Sublessee pay to
Sublessor, as additional Rent under the Sublease,

          (i)     In the case of an assignment where the Sublease is the only
          asset assigned by Sublessee to the assignee, promptly after
          receipt by Sublessee (or any affiliate thereof or other person or
          entity designated by Sublessee) seventy-five percent (75%) of the
          amount, if any, by which (A) any consideration (including,
          without limitation, payment for leasehold improvements) paid by
          the assignee to Sublessee or such affiliate or other designated
          person or entity for the assignment or otherwise attributable to
          the value of Sublessee's interest in the Sublease exceeds (B) the
          Assignment or Subletting Costs (as defined below);

          (ii)    In the case of an assignment where the Sublease is not the
          only asset assigned by Sublessee to the assignee (e.g., an
          assignment in connection with a sale of Sublessee's operations at
          the Premises or an assignment resulting from a change in control
          of Sublessee where Sublessee is not a publicly traded company
          immediately following such change in control), on a monthly
          basis, seventy-five percent (75%) of the amount, if any, by which
          (A) the Prevailing Market Rent (as defined below) for the
          Premises for each month of the term of the Sublease after the
          date of the assignment exceeds (B) the total amount of Rent
          payable hereunder for each such month; as used herein, the term
          "Prevailing Market Rent" for the Premises shall mean the total
          monthly Rent that Sublessor could obtain for each month of term
          of the Sublease remaining after the date of the assignment from a
          third party desiring to lease the Premises for the remaining term
          of the Sublease after the date of the assignment, taking into
          account the age of the Building, the size of the Premises, the
          quality of construction of the Building, the other terms of this
          Sublease, the rental and any other consideration then being
          obtained for new leases of space comparable to the Premises in
          the locality of the Building and all other factors that would be
          relevant to a third party desiring to lease the Premises for such
          term in determining the rental such party would be willing to pay
          therefor, but excluding any rental value attributable to any
          items Sublessee is permitted to remove from the Premises upon
          expiration of the term of this Sublease pursuant to paragraph 7.4
          of the Lease; provided that if Sublessee and Sublessor are unable
          to agree upon the Prevailing Market Rent within thirty (30) days
          after the date of the assignment, then the Prevailing Market Rent
          for the remaining term of this Sublease shall be determined by
          appraisal following the same procedures as set forth in paragraph
          39(c) of the Addendum to the Direct Lease between Exodus
          Communications, Inc. and G&I Walsh LLC dated June 4, 1999 (which
          provision is incorporated herein by reference solely for purposes
          of such appraisal procedures), for the determination of "Fair
          Market Rent" for the first year of a Renewal Option Term; and

          (iii)   in the case of a sublease, on a monthly basis, seventy-five
          percent (75%) of the amount, if any, by which (A) the rent paid
          to Sublessee (or any affiliate thereof or other person or entity
          designated by Sublessee) for the sublet space by the sublessee
          (such rent to include all consideration paid for the sublet
          space) for each month exceeds (B) the total amount of Rent
          payable under the Sublease attributable to the sublet space for
          such month; provided, however, that in the case of a sublease,
          prior to paying any amounts to Sublessor pursuant to this section
          11.1(c)(iii), Sublessee may recover out of the rent or other
          consideration payable by the sublessee to Sublessee (or any
          affiliate thereof or other person or entity designated by
          Sublessee), and use such recovery to reimburse itself for, a pro
          rata share of the Assignment or Subletting Costs incurred in
          connection with such sublease, such pro rata share to be
          determined by allocating an equal portion of the total amount of
          Assignment or Subletting Costs incurred in connection with such
          sublease to each month of the term of such sublease; if there is
          more than one sublease under this Sublease, the amounts (if any)
          to be paid by Sublessee to Sublessor pursuant to this section
          11.1(c)(iii) shall be separately calculated for each sublease and
          amounts due Sublessor with regard to any one sublease may not be
          offset against rental and other consideration pertaining to or
          due under any other sublease.

As used herein, the term "Assignment or Subletting Costs" means the
total amount of any brokerage commissions paid by Sublessee in
connection with a specific subletting or assignment (not to exceed
commissions typically paid in the market at the time of such Subletting
or assignment), Sublessee's reasonable costs of advertising the space
for sublease or assignment, Sublessee's reasonable legal fees and
expenses in connection with such assignment or sublease, and any
improvement allowance or other inducement (such as moving expenses and
lease takeover obligations), paid by Sublessee to the sublessee or
assignee; provided that, as a condition to Sublessee recovering
Assignment or Subletting Costs pursuant to section (1) or (iii) of this
section 11.1(c), Sublessee shall provide to Sublessor, within sixty (60)
days of Sublessor's execution of Sublessor's consent to the assignment
or subletting, a detailed accounting of the Assignment or Subletting
Costs and supporting documents, such as receipts and invoices, except
that if any Assignment or Subletting Costs are not determinable by such
date, Sublessee shall so state in its accounting, identifying with
reasonable specificity the costs not determinable, and promptly after
such costs are determinable, but in no event later than thirty (30) days
after effective date of the assignment or ninety (90) days after the
commencement of the term of such sublease, as applicable, a supplemental
accounting shall be delivered to Sublessor setting forth all Assignment
or Subletting Costs and supporting documents (if not previously
delivered)

                                    ARTICLE XII
                                   MISCELLANEOUS

12.1 Binding Effect. The covenants, agreements, terms, provisions and
conditions of this Sublease shall bind and inure to the benefit of the
respective successors and assigns of the parties with the same effect as
if mentioned in each instance where a party is named or referred to,
except that no violation of the provisions of section 11.1 above shall
operate to vest any rights in any successor, assignee or legal
representative of Sublessee.

12.2 Broker. Sublessee warrants and represents that the only person,
firm, brokers or finders with whom it had any dealings in connection
with this transaction are CPS. Sublessee hereby agrees to indemnify,
protect, defend and hold harmless from and against liability for
compensation or charges which may be claimed by any unnamed broker,
finder or other similar party by reason of any dealings or actions of
Sublessee, any costs, expenses, attorneys fees reasonably incurred with
respect thereto.

12.3 Sole Agreement. This Sublease with attachments sets forth the
entire agreement between the parties. This Sublease supersedes all prior
negotiations and agreements between Sublessor and Sublessee with respect
to the subject matter of this Sublease. No modification or alteration of
this Sublease shall be effective unless reduced to writing and executed
by Sublessor or Sublessee, together with any necessary consent by
Lessor.

12.4 Sublessor's Consent. Whenever the consent and/or approval of
Sublessor is required to be given under the provisions of this Sublease,
Sublessor shall be conclusively deemed not to have unreasonably withheld
its consent and/or approval if the Lessor has refused or withheld its
consent and/or approval thereto for any reason.

12.5 Severability. Should any of the provisions of the Sublease to any
extent be held to be invalid or unenforceable, the remainder of this
Sublease shall continue in full force and effect.

12.6 Headings. The subject headings used in this Sublease are included
for purposes of reference only, and shall not affect the construction or
interpretation of any of its provisions.

12.7 Construction. The Rule of Construction which provides that
ambiguities in a contract shall be construed against the drafter shall
not apply to this Sublease and the Parties waive any such claim or
defense to the terms of this Sublease.

12.8 Further Acts. Upon reasonable request by Sublessor from time to
time, Sublessee shall execute and deliver such additional documents and
instruments and take such other actions as may be reasonably necessary
to give effect to the intents and purposes of this Sublease.

12.9 Non-modification of obligations under the Lease. Nothing
hereinabove in this Sublease is intended to reduce or increase Talus
Corporation's obligations or reduce or increase G & I Walsh LLC's
obligations under the Lease.

12.10 Facsimile Signature. The parties hereto agree that a facsimile
signature may substitute for and have the same legal effect as the
original signature.

IN WITNESS WHEREOF, Sublessor and Sublessee have duly executed this
Sublease as of the day and year first above written.

                                      SUBLESSOR:

                                      TALUS CORPORATION

                                      By: /s/ SUSAN GOODNATURE
                                      Name:  Susan Goodnature
                                      Title: Senior Vice President

                                      SUBLESSEE:
                                      EXODUS COMMUNICATIONS, INC.

                                      By: /s/ ADAM WEGNER
                                      Name: Adam Wegner
                                      Title: Vice President and General Counsel



                            APPROVAL AND CONSENT OF LESSOR

Lessor's signature below evidences its approval of and consent to the
foregoing Sublease. Lessor's approval of and consent to the foregoing
Sublease does not constitute Lessor's approval of or consent to any
future or further assignment of or subletting under the Lease or the
foregoing Sublease, which shall require the future consent of the Lessor
subject to the conditions set forth in paragraph 12 of the Lease.
Lessor's approval of and consent to the foregoing Sublease shall not
constitute the waiver of any other terms or provisions of the Lease, and
Sublessor and Sublessee shall at all times comply with the terms and
provisions thereof

                          LESSOR:

                          G&I WALSH LLC, a Delaware limited  liability company

                          By: G&I Investment Walsh LLC, a Delaware  limited
                          liability company, its managing member

                                    By: G&I Investment Walsh Corp., a
                                    Delaware corporation, is managing member


                                    By: /s/ BRIAN T. SUMMERS
                                    Name: Brian T. Summers
                                    Title: Vice President


<PAGE>

                                 LEASE AMENDMENT
                             (January 25, 1996 Lease)

This Lease Amendment (this "Amendment"), dated and effective on
November 20, 1997 (the "Effective Date"), is by and between Talus
Corporation, a California corporation ("Lessee"), and Mopar, LLC, a
California limited liability company ("Lessor").

                              RECITALS:

A.   Lessee (formerly known as "Scientific Custom Metal Products
International, Inc.," as lessee, and Lessor, as lessor are parties to
that certain commercial lease dated January 25, 1996 (the "January
Lease") for the premises located at 2403 Walsh Avenue, Santa Clara,
California, and that certain commercial lease dated March 1, 1996 (the
"March Lease") for the premises located at 2401 Walsh Avenue, Santa
Clara, California.

B.   Lessee and Lessor desire to amend the January Lease on the terms
contained below. Lessee and Lessor are also entering into an amendment
of the March Lease (the "March Lease Amendment") effective on the
Effective Date. Capitalized Terms used but not defined herein shall have
the respective meanings assigned to them in the January Lease.

In consideration of the premises and the following mutual covenants,
it is agreed:

1.  Term. Effective on the Effective Date, November 20, 1997, the
Original Term, which commenced on the Commencement Date, shall expire on
June 30, 2003, which date shall be deemed the Expiration Date, for all
purposes of the January Lease.

2.  Rent Indexing. Section 1 of Exhibit (A) of the January Lease is
hereby amended by adding the following sentence thereto:

"The base rent payable during any renewal period shall be determined
as follows: (a) if Lessee elects (pursuant to Section 3 below) to have
the new base rent during the first year of the renewal period equal
current market rent, thereafter the base rent shall increase by the
greater of 5% of the CPI (as defined below), whichever is greater, on
each anniversary of the commencement of the renewal period; and (b) if
Lessee elects (pursuant to Section 3 below) to have the new base rent
during the renewal period equal scheduled rent, thereafter the base
rent shall increase during the remainder of the term to the amounts
and at the times indicated on the Rent Schedule attached as part of
this Exhibit (A). For purposes of this provision, CPI shall mean the
Consumer Price Index for all urban consumers, Urban Wage Earners and
Clerical Workers for the U.S., San Francisco. All Items based on the
years 1982 - 1984 - 100 as published by the Bureau of Labor Statistics
("BLS") for the United States Department of Labor, as it may be
revised from time to time by the BLS or any substantially equivalent
successor index published by BLS."

3.   Option to Extend. Section 3 of Exhibit (A) of the January Lease
is hereby amended in its entirety to read as follows:

"In the event that Lessee is not in default in the performance of any
term or condition of this lease, then at the Expiration Date, Lessee
shall have the option to renew the lease for an additional term of ten
(10) years. During such renewal period, all of the terms and
conditions of the lease shall remain in effect, except that the new
base rent shall equal, at the election of Lessee, the rent then
payable on the Expiration Date in accordance with the Rent Schedule
attached as part of this Exhibit (A), or current market rent on the
Expiration Date, as determined by appraisal. Lessee shall provide
Lessor with not less than eighteen (18) months advance written notice
of its intention to exercise this option, together with its election
to have the new base rent to be scheduled rent or current market rent,
or this option will become null and void. If Lessee elects to have the
new base rent be current market rent, then Lessee and Lessor, at least
forty-five (45) days before the Expiration Date, shall jointly select
an appraiser, who shall determine current market rent on the
Expiration Date and whose appraisal shall be deemed final and binding
on Lessee and Lessor. Lessee and Lessor shall jointly bear the expense
of such appraiser."

4.   Condition to Option. Any exercise by Lessee of the option to
extend the term of the January Lease contained in Exhibit (A) thereto,
as amended herein, shall be null and void and of no force or effect
unless on the date of exercise, Lessee also exercises the option to
extend contained in Exhibit (A) of the March Lease, as amended by the
March Lease Amendment.

5.   Subletting. Effective on the Effective Date, Section 4 of Exhibit
(A) of the January Lease shall be null and void and of no further force
or effect.

6.   Assignment in Connection with EMS Transaction. Lessor hereby
consents to the assignment of the January Lease and this Amendment
thereto which will result from the purchase, by Electronic Manufacturing
Systems, Inc. ("EMS"), of one hundred percent (100%) of the outstanding
voting securities of Lessee (the "EMS Assignment"), pursuant to the
Purchase Agreement, dated October 24, 1997, among EMS, Lessee, and the
shareholders (the "Shareholders") of Lessee (the "Purchase Agreement").
In connection with the EMS Assignment only, Lessor hereby waives
compliance, by Lessee, with Section 12.2 of the January Lease.

7.   Option Personal to Original Lessee. Effective on the Effective
Date, Section 39.2 of the January Lease shall be full and void and of no
further force or effect.

8.   Release of Talus Guarantee/Guarantee by EMS. Effective on the
Effective Date, and subject to the closing of the purchase, by EMS, of
the outstanding voting securities of Lessee (the "Closing") and the
execution of a guarantee by EMS pursuant to Section 7.2(1) of the
Purchase Agreement, Lessor hereby releases Lessee from all obligations
pursuant to the guarantee executed by lessee in connection with the
January Lease.

9.   Default in Payment under Affiliate Debt or Affiliate Debt
Guarantees. Subject to consummation of the Closing and the EMS
Assignment and the execution of this Amendment, in the event that Lessor
or the Shareholders fail to repay the debt of Lessor to Lessee on or
before December 31, 1997 in the original principal amount of Seven
Hundred Fifty-Six Thousand Six Hundred Thirty-Nine Dollars
($756,639)(the "Lessor Debt"), Lessee and/or EMS shall have the right to
offset the amount of any such default (including any continuing default
thereunder) against any lease payments due to Lessor under the January
Lease. Upon repayment of the Lessor Debt, this Section 9 shall terminate
and be of no further force or effect, Lessor shall have no further
obligation under this provision, and Lessee, upon demand by Lessor,
shall execute and deliver to Lessor a certificate in form and substance
reasonably satisfactory to Lessor, acknowledging repayment of the Lessor
Debt and the termination of Lessee's obligations hereunder.

10.  No other Changes. Except as amended by this Amendment, all terms
of the January Lease are unchanged and shall remain in full force and
effect.


Mopar, LLC                               Talus Corporation

By: /s/ MICHAEL W. MOSHIER               By: /s/ ANDREW T. MOSHIER
   Michael W. Moshier, CEO               Andrew T. Moshier, President


                  [AIR LOGO] AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

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

1.      Basic Provisions ("Basic Provisions")

1.1  Parties: This Lease ("Lease"), dated for reference purposes only,
January 25, 1996, is made by and between MOPAR, LLC ("Lessor") and
Scientific Custom Metal Products International, Inc. ("Lessee"),
(collectively the "Parties," or individually a "Party").

1.2  Premises: That certain real property, including all improvements
therein or to be provided by Lessor under the terms of this Lease, and
commonly known by the street address of 2403 Walsh Avenue, Santa Clara
located in the County of Santa Clara State of California and generally
described as (describe briefly the nature of the property) Industrial
Building, approximately 94,500 square feet; APN 216-28-037 (parcel #1)
("Premises"). See Paragraph 2 for further provisions.)

1.3  Term: 20 years and 0 months ("Original Term") commencing February
1, 1996 ("Commencement Date") and ending January 31, 2016 ("Expiration
Date"). (See Paragraph 3 for further provisions.)

1.4  Early Possession:  N/A ("Early Possession Date"). (See Paragraphs
3.2 and 3.3 for further provisions.)

1.5  Base Rent: $66,150 per month ("Base Rent"), payable on the 1st
day of each month commencing February 1, 1996, and thereafter according
to the rent schedule as set forth on Exhibit (A) to this agreement. (See
Paragraph 4 for further provisions.) [X] If this box is checked, there
are provisions in this Lease for the Base Rent to be adjusted.

1.6  Base Rent Paid Upon Execution: $30,000 as Base Rent for the
period February 1, 1996 through February 28, 1996, and thereafter as set
forth in Exhibit (A) to this agreement.

1.7  Security Deposit: $10,000 ("Security Deposit"). (See Paragraph 5
for further provisions.)

1.8  Permitted Use: Light manufacturing, Office, & Research &
Development (See Paragraph 6 for further provisions.)

1.9  Insuring Party: Lessor is the "Insuring Party" unless otherwise
stated herein. (See Paragraph 8 for further provisions.)

1.10 Real Estate Brokers: The following real estate brokers
(collectively, the "Brokers") and brokerage relationships exist in this
transaction and are consented to by the Parties (check applicable
boxes):

None represents [   ] Lessor exclusively ("Lessor's Broker"); [   ]
both Lessor and Lessee, and

None represents [   ] Lessee exclusively ("Lessee's Broker"); [   ]
both Lessee and Lessor. (See Paragraph 15 for further provisions.)

1.11 Guarantor. The obligations of the Lessee under this Lease are to
be guaranteed by Scientific Custom Metal Products International, Inc.
("Guarantor"). (See Paragraph 37 for further provisions.)

1.12 Addenda. Attached hereto is an Addendum or Addenda consisting of
Paragraphs     through      and Exhibits A and the Guarantee Agreement
all of which constitute a part of this Lease.

2.      Premises.

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

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

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

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

2.5  Lessee Prior Owner/Occupant. The warranties made by Lessor in
this Paragraph 2 shall be of no force or effect if immediately prior to
the date set forth in Paragraph 1.1 Lessee was the owner or occupant of
the Premises. In such event, Lessee shall, at Lessee's sole cost and
expense, correct any non-compliance of the Premises with said
warranties.

3.      Term.

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

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

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

4.      Rent.

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

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

6.      Use.

6.1 Use. Lessee shall use and occupy the Premises only for the
purposes set forth in Paragraph 1.8, or any other use which is
comparable thereto, and for no other purpose. Lessee shall not use or
permit the use of the Premises in a manner that creates waste or a
nuisance, or that disturbs owners and/or occupants of, or causes damage
to, neighboring premises or properties. Lessor hereby agrees to not
unreasonably withhold or delay its consent to any written request by
Lessee, Lessee's assignees or subtenants, and by prospective assignees
and subtenants of the Lessee, its assignees and subtenants, for a
modification of said permitted purpose for which the premises may be
used or occupied, so long as the same will not impair the structural
integrity of the improvements on the Premises, the mechanical or
electrical systems therein, is not significantly more burdensome to the
Premises and the improvements thereon, and is otherwise permissible
pursuant to this Paragraph 6. If Lessor elects to withhold such consent,
Lessor shall within five (5) business days give a written notification
of same, which notice shall include an explanation of Lessor's
reasonable objections to the change in use.

6.2 Hazardous Substances.

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

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

(c) Indemnification. Lessee shall indemnify, protect, defend and hold
Lessor, its agents, employees, lenders and ground lessor, if any, and
the Premises, harmless from and against any and all loss of rents and/or
damages, liabilities, judgments, costs, claims, liens, expenses,
penalties, permits and attorney's and consultant's fees arising out of
or involving any Hazardous Substance or storage tank brought onto the
Premises by or for Lessee or under Lessee's control. Lessee's
obligations under this Paragraph 8 shall include, but not be limited to,
the effects of any contamination or injury to person, property or the
environment created or suffered by Lessee, and the cost of investigation
(including consultant's and attorney's fees and testing), removal,
remediation, restoration and/or abatement thereof, or of any
contamination therein involved, and shall survive the expiration or
earlier termination of this Lease. No termination, cancellation or
release agreement entered into by Lessor and Lessee shall release Lessee
from its obligations under this Lease with respect to Hazardous
Substances or storage tanks, unless specifically so agreed by Lessor in
writing at the time of such agreement.

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

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

7.      Maintenance; Repairs; Utility Installations; Trade Fixtures and
Alterations.

7.1 Lessee's Obligations.

(a) Subject to the provisions of Paragraphs 2.2 (Lessor's
warranty as to condition), 2.3 (Lessor's warranty as to compliance with
covenants, etc.), 7.2 (Lessor's obligations to repair), 9 (damage and
destruction), and 14 (condemnation), Lessee shall, at Lessee's sole cost
and expense and at all times, keep the Premises and every part thereof
in good order, condition and repair, structural and non-structural
(whether or not such portion of the Premises requiring repairs, or the
means of repairing the same, are reasonably or readily accessible to
Lessee, and whether or not the need for such repairs occurs as a result
of Lessee's use, any prior use, the elements or the age of such portion
of the Premises), including, without limiting the generality of the
foregoing, all equipment or facilities serving the Premises, such as
plumbing, heating, air conditioning, ventilating, electrical, lighting
facilities, boilers, fired or unfired pressure vessels, fire sprinkler
and/or standpipe and hose or other automatic fire extinguishing system,
including fire alarm and/or smoke detection systems and equipment, fire
hydrants, fixtures, walls (interior and exterior), foundations,
ceilings, roofs, floors, windows, doors, plate glass, skylights
landscaping, driveways, parking lots, fences, retaining walls, signs,
sidewalks and parkways located in, on, about, or adjacent to the
Premises. Lessee shall not cause or permit any Hazardous Substance to be
spilled or released in, on, under or about the Premises (including
through the plumbing or sanitary sewer system) and shall promptly, at
Lessee's expense, take all investigatory and/or remedial action
reasonably recommended, whether or not formally ordered or required, for
the cleanup of any contamination of, and for the maintenance, security
and/or monitoring of the Premises, the elements surrounding same, or
neighboring properties, that was caused or materially contributed to by
Lessee, or pertaining to or involving any Hazardous Substance and/or
storage tank brought onto the Premises by or for Lessee or under its
control. Lessee, in keeping the Premises in good order, condition and
repair, shall exercise and perform good maintenance practices. Lessee's
obligations shall include restorations, replacements or renewals when
necessary to keep the Premises and all improvements thereon or a part
thereof in good order, condition and state of repair. If Lessee occupies
the Premises for seven (7) years or more, Lessor may require Lessee to
repaint the exterior of the buildings on the Premises as reasonably
required, but not more frequently than once every seven (7) years.

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

7.2 Lessor's Obligations. Except for the warranties and agreements of
Lessor contained in Paragraphs 2.2 (relating to condition of the
Premises), 2.3 (relating to compliance with covenants, restrictions and
building code), 9 (relating to destruction of the Premises) and 14
(relating to condemnation of the Premises), it is intended by the
Parties hereto that Lessor have no obligation, in any manner whatsoever,
to repair and maintain the Premises, the improvements located thereon,
or the equipment therein, whether structural or non structural, all of
which obligations are intended to be that of the Lessee under Paragraph
7.1 hereof. It is the intention of the Parties that the terms of this
Lease govern the respective obligations of the Parties as to maintenance
and repair of the Premises. Lessee and Lessor expressly waive the
benefit of any statute now or hereafter in effect to the extent it is
inconsistent with the terms of this Lease with respect to, or which
affords Lessee the right to make repairs at the expense of Lessor or to
terminate this Lease by reason of any needed repairs.

7.3 Utility Installations; Trade Fixtures; Alterations.

(a) Definitions; Consent Required. The term "Utility
Installations" is used in this Lease to refer to all carpeting, window
coverings, air lines, power panels, electrical distribution, security,
fire protection systems, communications systems, lighting fixtures,
heating, ventilating, and air conditioning equipment, plumbing, and
fencing in, on or about the Premises. The term "Trade Fixtures" shall
mean Lessee's machinery and equipment that can be removed without doing
material damage to the Premises. The term "Alterations" shall mean any
modification of the improvements on the Premises from that which are
provided by Lessor under the terms of this Lease, other than Utility
Installations or Trade Fixtures, whether by addition or deletion.
"Lessee Owned Alterations And/Or Utility Installations" are defined as
Alterations and/or Utility Installations made by lessee that are not yet
owned by Lessor as defined in Paragraph 7.4(a). Lessee shall not make
any Alterations or Utility Installations in, on, under or about the
Premises without Lessor's prior written consent. Lessee may, however,
make non-structural Utility Installations to the interior of the
Premises (excluding the roof), as long as they are not visible from the
outside, do not involve puncturing, relocating or removing the roof or
any existing walls, and the cumulative cost thereof during the term of
this Lease as extended does not exceed $25,000.

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

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

7.4 Ownership; Removal; Surrender; and Restoration.

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

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

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

8.      Insurance; Indemnity.

8.1 Payment for Insurance. Regardless of whether the Lessor or Lessee
is the Insuring Party, Lessee shall pay for all insurance required under
this Paragraph 8 except to the extent of the cost attributable to
liability insurance carried by Lessor in excess of $1,000,000 per
occurrence. Premiums for policy periods commencing prior to or extending
beyond the Lease term shall be prorated to correspond to the Lease term.
Payment shall be made by Lessee to Lessor within ten (10) days following
receipt of an invoice for any amount due.

8.2 Liability Insurance.

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

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

8.3 Property Insurance--Building, Improvements and Rental Value.

(a) Building and Improvements. The Insuring Party shall obtain and
keep in force during the term of this Lease a policy or policies in the
name of Lessor, with loss payable to Lessor and to the holders of any
mortgages, deeds of trust or ground leases on the Premises
("Lender(a)"), insuring loss or damage to the Premises. The amount of
such insurance shall be equal to the full replacement cost of the
Premises, as the same shall exist from time to time, or the amount
required by Lenders, but in no event more than the commercially
reasonable and available insurable value thereof if, by reason of the
unique nature or age of the improvements involved, such latter amount is
less than full replacement cost. If Lessor is the Insuring Party,
however, Lessee Owned Alterations and Utility Installations shall be
insured by Lessee under Paragraph 8.4 rather than by Lessor. If the
coverage is available and commercially appropriate, such policy or
policies shall insure against all risks of direct physical loss or
damage (except the perils of flood and/or earthquake unless required by
a Lender), including coverage for any additional costs resulting from
debris removal and reasonable amounts of coverage for the enforcement of
any ordinance or law regulating the reconstruction or replacement of any
undamaged sections of the Premises required to be demolished or removed
by reason of the enforcement of any building, zoning, safety or land use
laws as the result of a covered cause of loss. Said policy or policies
shall also contain an agreed valuation provision in lieu of any
coinsurance clause, waiver of subrogation, and inflation guard
protection causing an increase in the annual property insurance coverage
amount by a factor of not less than the adjusted U.S. Department of
Labor Consumer Price Index for All Urban Consumers for the city nearest
to where the Premises are located. If such insurance coverage has a
deductible clause, the deductible amount shall not exceed $1,000 per
occurrence, and Lessee shall be liable for such deductible amount in the
event of an Insured Loss, as defined in Paragraph 9.1(c).

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

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

(d) Tenant's Improvements. If the Lessor is the Insuring Party, the
Lessor shall not be required to insure Lessee Owned Alterations and
Utility Installations unless the item in question has become the
property of Lessor under the terms of this Lease. If Lessee is the
Insuring Party, the policy carried by Lessee under this Paragraph 8.3
shall insure Lessee Owned Alterations and Utility Installations.

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

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

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

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

8.8 Exemption of Lessor from Liability. Lessor shall not be liable for
injury or damage to the person or goods, wares, merchandise or other
property of Lessee, Lessee's employees, contractors, invitees,
customers, or any other person in or about the Premises, whether such
damage or injury is caused by or results from fire, steam, electricity,
gas, water or rain, or from the breakage, leakage, obstruction or other
defects of pipes, fire sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures, or from any other cause, whether the
said injury or damage results from conditions arising upon the Premises
or upon other portions of the building of which the Premises are a part,
or from other sources or places, and regardless of whether the cause of
such damage or injury or the means of repairing the same is accessible
or not. Lessor shall not be liable for any damages arising from any act
of neglect of any other tenant of Lessor. Notwithstanding Lessor's
negligence or breach of this Lease, Lessor shall under no circumstances
be liable for injury to Lessee's business or for any loss of income or
profit therefrom.

9.      Damage or Destruction.

9.1 Definitions.

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

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

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

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

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

9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that
is an Insured Loss occurs, then Lessor shall, at Lessor's expense,
repair such damage (but not Lessee's Trade Fixtures or Lessee Owned
Alterations and Utility Installations) as soon as reasonably possible
and this Lease shall continue in full force and effect; provided,
however, that Lessee shall, at Lessor's election, make the repair of any
damage or destruction the total cost to repair of which is $10,000 or
less, and, in such event, Lessor shall make the insurance proceeds
available to Lessee on a reasonable basis for that purpose.
Notwithstanding the foregoing, if the required insurance was not in
force or the insurance proceeds are not sufficient to effect such
repair, the Insuring Party shall promptly contribute the shortage in
proceeds (except as to the deductible which is Lessee's responsibility)
as and when required to complete said repairs. In the event, however,
the shortage in proceeds was due to the fact that, by reason of the
unique nature of the improvements, full replacement cost insurance
coverage was not commercially reasonable and available, Lessor shall
have no obligation to pay for the shortage in insurance proceeds or to
fully restore the unique aspects of the Premises unless Lessee provides
Lessor with the funds to cover same, or adequate assurance thereof,
within ten (10) days following receipt of written notice of such
shortage and request therefor. If Lessor receives said funds or adequate
assurance thereof within said ten (10) day period, the party responsible
for making the repairs shall complete them as soon as reasonably
possible and this Lease shall remain in full force and effect. If Lessor
does not receive such funds or assurance within said period, Lessor may
nevertheless elect by written notice to Lessee within ten (10) days
thereafter to make such restoration and repair as is commercially
reasonable with Lessor paying any shortage in proceeds, in which case
this Lease shall remain in full force and effect. If in such case Lessor
does not so elect, then this Lease shall terminate sixty (60) days
following the occurrence of the damage or destruction. Unless otherwise
agreed, Lessee shall in no event have any right to reimbursement from
Lessor for any funds contributed by Lessee to repair any such damage or
destruction. Premises Partial Damage due to flood or earthquake shall be
subject to Paragraph 9.3 rather than Paragraph 9.2, notwithstanding that
there may be some insurance coverage, but the net proceeds of any such
insurance shall be made available for the repairs made by either Party.

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

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

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

9.6 Abatement of Rent; Lessee's Remedies.

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

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

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

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

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

10.     Real Property Taxes.

10.1 (a) Payment of Taxes. Lessee shall pay the Real Property Taxes,
as defined in Paragraph 10.2, applicable to the Premises during the term
of this Lease. Subject to Paragraph 10.1(b), all such payments shall be
made at least ten (10) days prior to the delinquency date of the
applicable installment. Lessee shall promptly furnish Lessor with
satisfactory evidence that such taxes have been paid. If any such taxes
to be paid by Lessee shall cover any period of time prior to or after
the expiration or earlier termination of the term hereof, Lessee's share
of such taxes shall be equitably prorated to cover only the period of
time within the tax fiscal year this Lease is in effect, and Lessor
shall reimburse Lessee for any overpayment after such proration. If
Lessee shall fail to pay any Real Property Taxes required by this Lease
to be paid by Lessee, Lessor shall have the right to pay the same, and
Lessee shall reimburse Lessor therefor upon demand.

(b) Advance Payment. In order to insure payment when due and before
delinquency of any or all Real Property Taxes, Lessor reserves the
right, at Lessor's option, to estimate the current Real Property Taxes
applicable to the Premises, and to require such current year's Real
Property Taxes to be paid in advance to Lessor by Lessee, either: (i) in
a lump sum amount equal to the installment due, at least twenty (20)
days prior to the applicable delinquency date, or (ii) monthly in
advance with the payment of the Base Rent. If Lessor elects to require
payment monthly in advance, the monthly payment shall be that equal
monthly amount which, over the number of months remaining before the
month in which the applicable tax installment would become delinquent
(and without interest thereon), would provide a fund large enough to
fully discharge before delinquency the estimated installment of taxes to
be paid. When the actual amount of the applicable tax bill is known, the
amount of such equal monthly advance payment shall be adjusted as
required to provide the fund needed to pay the applicable taxes before
delinquency. If the amounts paid to Lessor by Lessee under the
provisions of this Paragraph are insufficient to discharge the
obligations of Lessee to pay such Real Property Taxes as the same become
due, Lessee shall pay to Lessor, upon Lessor's demand, such additional
sums as are necessary to pay such obligations. All moneys paid to Lessor
under this Paragraph may be intermingled with other moneys of Lessor and
shall not bear interest. In the event of a Breach by Lessee in the
performance of the obligations of Lessee under this Lease, then any
balance of funds paid to Lessor under the provisions of this Paragraph
may, subject to proration as provided in Paragraph 10.1(a) at the option
of Lessor, be treated as an additional Security Deposit under Paragraph
5.

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

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

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

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

12.     Assignment and Subletting.

12.1 Lessor's Consent Required.

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

(b) A change in the control of Lessee shall constitute an
assignment requiring Lessor's consent. The transfer, on a cumulative
basis, of twenty-five percent (25%) or more of the voting control of
Lessee shall constitute a change in control for this purpose.

(c) The involvement of Lessee or its assets in any transaction,
or series of transactions (by way of merger, sale, acquisition,
financing, refinancing, transfer, leveraged buy-out or otherwise),
whether or not a formal assignment or hypothecation of this Lease or
Lessee's assets occurs, which results or will result in a reduction of
the Net Worth of Lessee, as hereinafter defined, by an amount equal to
or greater than twenty-five percent (25%) of such Net Worth of Lessee as
it was represented to Lessor at the time of the execution by Lessor of
this Lease or at the time of the most recent assignment to which Lessor
has consented, or as it exists immediately prior to said transaction or
transactions constituting such reduction, at whichever time said Net
Worth of Lessee was or is greater, shall be considered an assignment of
this Lease by Lessee to which Lessor may reasonably withhold its
consent. "Net Worth of Lessee" for purposes of this Lease shall be the
net worth of Lessee (excluding any guarantors) established under
generally accepted accounting principles consistently applied.

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

(e) Lessee's remedy for any breach of this Paragraph 12.1 by
Lessor shall be limited to compensatory damages and injunctive relief.

12.2 Terms and Conditions Applicable to Assignment and Subletting.

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

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

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

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

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

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

(g) The occurrence of a transaction described in Paragraph
12.1(c) shall give Lessor the right (but not the obligation) to require
that the Security Deposit be increased to an amount equal to six (6)
times the then monthly Base Rent, and Lessor may make the actual receipt
by Lessor of the amount required to establish such Security Deposit a
condition to Lessor's consent to such transaction.

(h) Lessor, as a condition to giving its consent to any
assignment or subletting, may require that the amount and adjustment
structure of the rent payable under this Lease be adjusted to what is
then the market value and/or adjustment structure for property similar
to the Premises as then constituted.

12.3 Additional Terms and Conditions Applicable to Subletting. The
following terms and conditions shall apply to any subletting by Lessee
of all or any part of the Premises and shall be deemed included in all
subleases under this Lease whether or not expressly incorporated
therein:

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

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

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

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

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

13.     Default; Breach; Remedies.

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

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

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

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

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

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

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

(g) If the performance of Lessee's obligations under this Lease
is guaranteed: (i) the death of a guarantor, (ii) the termination of a
guarantor's liability with respect to this Lease other than in
accordance with the terms of such guaranty, (iii) a guarantor's becoming
insolvent or the subject of a bankruptcy filing, (iv) a guarantor's
refusal to honor the guaranty, or (v) a guarantor's breach of its
guaranty obligation on an anticipatory breach basis, and Lessee's
failure, within sixty (60) days following written notice by or on behalf
of Lessor to Lessee of any such event, to provide Lessor with written
alternative assurance or security, which, when coupled with the then
existing resources of Lessee, equals or exceeds the combined financial
resources of Lessee and the guarantors that existed at the time of
execution of this Lease.

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

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

(b) Continue the Lease and Lessee's right to possession in effect
(in California under California Civil Code Section 1951.4) after
Lessee's Breach and abandonment and recover the rent as it becomes due,
provided Lessee has the right to sublet or assign, subject only to
reasonable limitations. See Paragraphs 12 and 38 for the limitations on
assignment and subletting which limitations Lessee and Lessor agree are
reasonable. Acts of maintenance or preservation, efforts to relet the
Premises, or the appointment of a receiver to protect the Lessor's
interest under the Lease, shall not constitute a termination of the
Lessee's right to possession.

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

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

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

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

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

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

15.     Broker's Fee.

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

15.2 Upon execution of this Lease by both Parties, Lessor shall pay to
said Brokers jointly, or in such separate shares as they may mutually
designate in writing, a fee as set forth in a separate written agreement
between Lessor and said Brokers (or in the event there is no separate
written agreement between Lessor and said Brokers, the sum of $ None )
for brokerage services rendered by said Brokers to Lessor in this
transaction.

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

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

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

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

16.     Tenancy Statement.

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

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

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

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

19.  Interest On Past-Due Obligations.  Any monetary payment due Lessor
hereunder, other than late charges, not received by Lessor within thirty
(30) days following the date on which it was due, shall bear interest
from the thirty-first (31st) day after it was due at the rate of 12% per
annum, but not exceeding the maximum rate allowed by law, in addition to
the late charge provided for in Paragraph 13.4.

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

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

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

23.     Notices.

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

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

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

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

26.  No Right to Holdover. Lessee has no right to retain possession of
the Premises or any part thereof beyond the expiration or earlier
termination of this Lease.

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

28.  Covenants and Conditions. All provisions of this Lease to be
observed or performed by Lessee are both covenants and conditions.

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

30.     Subordination; Attornment; Non-Disturbance.

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

30.2 Attornment. Subject to the non-disturbance provisions of
Paragraph 30.3, Lessee agrees to attorn to a Lender or any other party
who acquires ownership of the Premises by reason of a foreclosure of a
Security Device, and that in the event of such foreclosure, such new
owner shall not: (i) be liable for any act or omission of any prior
lessor or with respect to events occurring prior to acquisition of
ownership, (ii) be subject to any offsets or defenses which Lessee might
have against any prior lessor, or (iii) be bound by prepayment of more
than one (1) month's rent.

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

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

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

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

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

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

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

36.     Consents.

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

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

37.     Guarantor.

37.1 If there are to be any Guarantors of this Lease per Paragraph
1.11, the form of the guaranty to be executed by each such Guarantor
shall be in the form most recently published by the American Industrial
Real Estate Association, and each said Guarantor shall have the same
obligations as Lessee under this Lease, including but not limited to the
obligation to provide the Tenancy Statement and Information called for
by Paragraph 16.

37.2 It shall constitute a Default of the Lessee under this Lease if
any such Guarantor fails or refuses, upon reasonable request by Lessor
to give: (a) evidence of the due execution of the guaranty called for by
this Lease, including the authority of the Guarantor (and of the party
signing on Guarantor's behalf) to obligate such Guarantor on said
guaranty, and including in the case of a corporate Guarantor, a
certified copy of a resolution of its board of directors authorizing the
making of such guaranty, together with a certificate of incumbency
showing the signature of the persons authorized to sign on its behalf,
(b) current financial statements of Guarantor as may from time to time
be requested by Lessor, (c) a Tenancy Statement, or (d) written
confirmation that the guaranty is still in effect.

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

39.     Options.

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

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

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

39.4 Effect of Default on Options.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Executed at Santa Clara, CA             Executed at Santa Clara, CA
on January 25, 1996                     on January 25, 1996

by LESSOR:                              by LESSEE:
        MOPAR, LLC                      Scientific Custom Metal
                                        Products International, Inc.

By /s/ Michael W. Moshier               By: /s/ Andrew T. Moshier
Name Printed: Michael W. Moshier        Name Printed: Andrew T. Moshier
Title: CEO                              Title: President

By                                      By
Name Printed:                           Name Printed:
Title:                                  Title:
Address:                                Address:

Tel. No. (       )                      Tel. No. (       )
Fax No. (       )                       Fax No. (       )

NET

NOTICE:   These forms are often modified to meet changing requirements of
          law and industry needs. Always write or call to make sure you
          are utilizing the most current form: American Industrial Real
          Estate Association, 345 South Figueroa Street, Suite M-1, Los
          Angeles, CA 90071. (213) 687-8777. Fax No. (213) 687-8616.


                                    Exhibit A

This Exhibit is part of that certain real property lease dated January
25, 1996, between MOPAR, LLC, Lessor, and Scientific Custom Metal
Products International, Inc., Lessee. The following additional terms and
conditions are part of said lease, and are hereby incorporated therein,
and made a part thereof:

1. Rent Indexing The base rent as set forth in paragraph 1.5 of the
lease agreement, shall be adjusted annually at each anniversary by an
amount equal to the CPI as published in the Wall Street Journal, or the
Rent Schedule shown on page two of this Exhibit, whichever is greater.

2. Insurance The "Insuring Party" as set forth in paragraph 1.9 of the
lease agreement shall be changed from the Lessor, to the Lessee. The
amount of insurance coverage set forth in paragraphs 8.1 and 8.2 of the
lease agreement shall be changed from $1,000,000 to $10,000,000. The
insurance deductible amounts set forth in paragraphs 8.3 and 8.4 of the
lease agreement shall be changed from $1,000 to $5,000.

3. Option To Extend In the event that Lessee is not in default in the
performance of any term or condition of this lease, then upon the
expiration of the lease term as set forth in paragraph 1.3 of the
original lease agreement, Lessee shall have the option to renew the
lease for an additional term of 10 years. During such renewal period,
all of the terms and conditions of the lease shall remain in effect,
except that the new base rent shall be equal to the rent payable during
the last year of the original lease, or adjusted to the then current
market rent determined by appraisal, whichever is greater. Lessee shall
provide Lessor with not less than eighteen (18) months advance written
notice of its intention to exercise this option, or this option will
become null and void.

4. Subletting Notwithstanding the provisions of paragraphs 12.1, 12.2
and 12.3 of the lease agreement, and if Lessee is not in default of any
other terms or conditions of the lease agreement, then Lessee shall have
the right to sublet portions of the leased spaces to a sub-tenant(s),
however it shall be Lessee's responsibility to ensure that such sub-
tenancy complies with the spirit and intention of the lease agreement
between Lessor and Lessee. If in Lessor's sole discretion such sub-
tenancy does not comply, then paragraphs 12.1, 12.2 and 12.3 of the
lease agreement shall fully apply.

LESSEE                                 LESSOR

/s/ Andrew T. Moshier                  /s/ Michael W. Moshier
By: Andrew T. Moshier                  By: Michael W. Moshier
President                              CEO
Scientific Custom Metal                MOPAR, LLC
Products Int., Inc.

Date: 1-25-96                          Date: 1-25-96



                             RENT SCHEDULE-2403 lease

                       MOPAR, LLC - SCMP International Lease
                             Rent Schedule: Bldg. 2403

                      Lease Commencement Date: February 1, 1996

                     Year
      Lease         Ending      Starting       Monthly       Number of
      Year*       (January)       Date         Rental         Months
      -----       ---------    ----------    ----------     -----------
        1           1997       1-Feb-96      $ 30,000            1
                    1997       1-Mar-96      $ 66,150           10
                    1997       1-Jan-97      $ 66,150            1
        2           1998       1-Feb-97      $ 66,150            2
                    1998       1-Apr-97      $ 69,900           10
        3           1999       1-Feb-98      $ 73,395           12
        4           2000       1-Feb-99      $ 77,065           12
        5           2001       1-Feb-00      $ 80,918           12
        6           2002       1-Feb-01      $ 84,964           12
        7           2003       1-Feb-02      $ 89,212           12
        8           2004       1-Feb-03      $ 93,673           12
        9           2005       1-Feb-04      $ 98,356           12
        10          2006       1-Feb-05      $ 103,274          12
        11          2007       1-Feb-06      $ 108,438          12
        12          2008       1-Feb-07      $ 113,860          12
        13          2009       1-Feb-08      $ 119,553          12
        14          2010       1-Feb-09      $ 125,530          12
        15          2011       1-Feb-10      $ 131,807          12
        16          2012       1-Feb-11      $ 138,397          12
        17          2013       1-Feb-12      $ 145,317          12
        18          2014       1-Feb-13      $ 152,583          12
        19          2015       1-Feb-14      $ 160,212          12
        20          2016       1-Feb-15      $ 168,223          12






                             GUARANTY OF LEASE [AIR LOGO]
                     AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

WHEREAS, MOPAR, LLC, hereinafter referred to as "Lessor", and
Scientific Custom Metal Products International, Inc., hereinafter
referred to as "Lessee", are about to execute a document entitled
"Lease" dated Jan. 25, 1996 concerning the premises commonly known as
2403 Walsh Avenue, Santa Clara, CA wherein Lessor will lease the
premises to Lessee, and

WHEREAS, Scientific Custom Metal Products International, Inc.
hereinafter referred to as "Guarantors" have a financial interest in
Lessee, and

WHEREAS, Lessor would not execute the Lease if Guarantors did not
execute and deliver to Lessor this Guarantee of Lease.

NOW THEREFORE, for and in consideration of the execution of the
foregoing Lease by Lessor and as a material inducement to Lessor to
execute said Lease, Guarantors hereby jointly, severally,
unconditionally and irrevocably guarantee the prompt payment by Lessee
of all rentals and all other sums payable by Lessee under said Lease and
the faithful and prompt performance by Lessee of each and every one of
the terms, conditions and covenants of said Lease to be kept and
performed by Lessee.

It is specifically agreed and understood that the terms of the
foregoing Lease may be altered, affected, modified or changed by
agreement between Lessor and Lessee, or by a course of conduct, and said
Lease may be assigned by Lessor or any assignee of Lessor without
consent or notice to Guarantors and that this Guaranty shall thereupon
and thereafter guarantee the performance of said Lease as so changed,
modified, altered or assigned.

This Guaranty shall not be released, modified or affected by failure
or delay on the part of Lessor to enforce any of the rights or remedies
of the Lessor under said Lease, whether pursuant to the terms thereof or
at law or in equity.

No notice of default need be given to Guarantors, it being
specifically agreed and understood that the guarantee of the undersigned
is a continuing guarantee under which Lessor may proceed forthwith and
immediately against Lessee or against Guarantors following any breach or
default by Lessee or for the enforcement of any rights which Lessor may
have as against Lessee pursuant to or under the terms of the within
Lease or at law or in equity.

Lessor shall have the right to proceed against Guarantors hereunder
following any breach or default by Lessee without first proceeding
against Lessee and without previous notice to or demand upon either
Lessee or Guarantors.

Guarantors hereby waive (a) notice of acceptance of this Guaranty, (b)
demand of payment, presentation and protest, (c) all right to assert or
plead any statute of limitations as to or relating to this Guaranty and
the Lease, (d) any right to require the Lessor to proceed against the
Lessee or any other Guarantor or any other person or entity liable to
Lessor, (e) any right to require Lessor to apply to any default any
security deposit or other security it may hold under the Lease, (f) any
right to require Lessor to proceed under any other remedy Lessor may
have before proceeding against Guarantors, (g) any right of subrogation.

Guarantors do hereby subrogate all existing or future indebtedness of
Lessee to Guarantors to the obligations owed to Lessor under the Lease
and this Guaranty.

Any married woman who signs this Guaranty expressly agrees that
recourse may be had against her separate property for all of her
obligations hereunder.

The obligations of Lessee under the Lease to execute and deliver
estoppel statements and financial statements, as therein provided, shall
be deemed to also require the Guarantors hereunder to do and provide the
same relative to Guarantors.

The term "Lessor" whenever hereinabove used refers to and means the
Lessor in the foregoing Lease specifically named and also any assignee
of said Lessor, whether by outright assignment or by assignment for
security, and also any successor to the interest of said Lessor or of
any assignee in such Lease or any part thereof, whether by assignment or
otherwise. So long as the Lessor's interest in or to the leased premises
or the rents, issues and profits therefrom, or in, to or under said
Lease, are subject to any mortgage or deed of trust or assignment for
security, no acquisition by Guarantors of the Lessor's interest in the
leased premises or under said Lease shall affect the continuing
obligation of Guarantors under this Guaranty which shall nevertheless
continue in full force and effect for the benefit of the mortgages,
beneficiary, trustee or assignee under such mortgage, deed of trust or
assignment, of any purchase at sale by judicial foreclosure or under
private power of sale, and of the successors and assigns of any such
mortgages, beneficiary, trustee, assignee or purchaser.

The term "Lessee" whenever hereinabove used refers to and means the
Lessee in the foregoing Lease specifically named and also any assignee
or sublessee of said Lease and also any successor to the interests of
said Lessee, assignee or sublessee of such Lease or any part thereof,
whether by assignment, sublease or otherwise.

In the event any action be brought by said Lessor against Guarantors
hereunder to enforce the obligation of Guarantors hereunder, the
unsuccessful party in such action shall pay to the prevailing party
therein a reasonable attorney's fee which shall be fixed by the court.

If this Form has been filled in it has been prepared for submission to
your attorney for his approval. No representation or recommendation is
made by the real estate broker or its agents or employees as to the
legal sufficiency, legal effect, or tax consequences of this Form or
the transaction relating thereto.

Executed at   Santa Clara, CA           /s/ Andrew T. Moshier

on   January 25, 1996                   By:  Andrew T. Moshier, President

Address   2403 Walsh Avenue             Scientific Custom Metal Products
                                        International, Inc.
                                               "GUARANTORS"


* 1977--American Industrial Real Estate Association.
All rights reserved. No part of these works may be reproduced in any
form without permission in writing.

NOTE:     These forms are often modified to meet changing requirements of
          law and needs of the industry. Always write or call to make sure
          you are utilizing the most current form: AMERICAN INDUSTRIAL REAL
          ESTATE ASSOCIATION, 345 So. Figueroa St., M-1, Los Angeles, CA
          90071, (213) 687-8777.


<PAGE>


                       SECOND AMENDMENT TO EXODUS SUBLEASE

THIS SECOND AMENDMENT TO EXODUS SUBLEASE (this "Amendment") is made as of
June 8, 1999, by and between TALUS CORPORATION, a California corporation
("Sublessor"), and EXODUS COMMUNICATIONS, INC., a Delaware corporation
("Sublessee").

                                     RECITALS:

A. Sublessor and Sublessee have previously entered into that certain
Exodus Sublease dated as of February 1, 1999 ("Original Sublease"),
covering certain premises commonly known as 2401 Walsh Avenue, Santa
Clara, California (the "Premises").

B. Sublessor and Sublessee amended the Original Sublease through their
Amendment to Exodus Sublease dated February 1999 (as amended, the "First
Amended Sublease").

C. Sublessor and Sublessee are also concurrently with the execution of
this Second Amendment to Exodus Sublease entering into a second Exodus
Sublease covering certain premises commonly known as 2403 Walsh Avenue,
Santa Clara, California (the "2403 Walsh Sublease").

D. Sublessor and Sublessee desire to amend the First Amended Sublease
in connection with entering into the 2403 Walsh Sublease, in order to
add a cross-default provision as more fully set forth hereinbelow.

NOW THEREFORE, in consideration of the agreements of Sublessor and
Sublessee herein contained and other valuable consideration, the receipt
and adequacy of which are hereby acknowledged, Sublessor and Sublessee
hereby agree as follows:

1.      Use of Terms. As used herein, terms shall have the same meanings
as in the Original Sublease. The term "Lease" as used in the
Original Sublease and in this Second Amendment to Exodus Sublease
shall mean the Original Sublease as modified by the First Amended
Sublease and this Second Amendment to Exodus Sublease.

2.      Cross-Default Provision. In addition to the events set forth in
section 7.1 of the Original Sublease (including those set forth in
incorporated paragraph 13 of the Original Lease), the occurrence of
any Breach under (and as defined in) the 2403 Walsh Sublease shall
constitute a Breach under the Lease, and Sublessor shall have all
rights and remedies available under the Lease in the event of a
Breach as a result thereof

3.      Counterparts; Facsimile Signatures. This Amendment may be signed
in counterparts, and delivered by facsimile, and such facsimile
counterparts shall be valid and binding on Sublessor and Sublessee
with the same effect as if original signatures had been exchanged.

4.      Ratification. The First Amended Sublease, as modified hereby, is
hereby ratified and confirmed in all respects.

5.      Successors and Assigns. This Amendment shall bind and inure to the
benefit of Sublessor and Sublessee and their respective legal
representatives and successors and assigns.

IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Amendment
as of the date first above written.

                                      SUBLESSEE:
                                      EXODUS COMMUNICATIONS, INC.,
                                      a Delaware corporation

                                      By:     /s/    ADAM WEGNER
                                      Name:  Adam Wegner
                                      Title:  Vice President &  General Counsel

                                      SUBLESSOR:

                                      TALUS CORPORATION

                                      By:     /s/    SUSAN GOODNATURE
                                      Name:  Susan Goodnature
                                      Title:  Senior Vice President


                          APPROVAL AND CONSENT OF LESSOR

Lessor's signature below evidences its approval of and consent to the
foregoing Second Amendment to Exodus Sublease. Lessor's approval of and
consent to the foregoing Second Amendment to Exodus Sublease does not
constitute Lessor's approval of or consent to any future or further
assignment of or subletting under the Lease or the Exodus Sublease,
which shall require the future consent of the Lessor subject to the
conditions set forth in paragraph 12 of the Lease. Lessor's approval of
and consent to the foregoing Second Amendment to Exodus Sublease shall
not constitute the waiver of any other terms or provisions of the Lease,
and Sublessor and Sublessee shall at all times comply with the terms and
provisions thereof.

                  LESSOR:

                  G&I WALSH LLC, a Delaware  limited liability company

                  By:     G&I Investment Walsh LLC,  a Delaware
                          limited liability company, its managing member


                          By:     G&I Investment Walsh Corp., a
                                  Delaware corporation,  its managing member

                          By:      /s/  BRIAN T. SUMMERS
                          Name:  Brian T. Summers
                          Title:  Vice President



<PAGE>

                              THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE (this "Amendment") is made as of June 8,
1999, by and between G&I WALSH LLC, a Delaware limited liability company
("Lessor"), and TALUS CORPORATION, a California corporation, formerly known
as Scientific Custom Metal Products International, Inc. ("Lessee").

                                     RECITALS

A. Mopar, LLC, Lessor's predecessor-in-interest, and Lessee have
previously entered into that certain Standard Industrial/Commercial
Single-Tenant Lease-Net, dated as of January 25, 1996, as amended by
that certain Lease Amendment, identical counterparts of which have been
dated as of November 14, 1997, and November 20, 1997, and by that
certain Second Amendment to Lease, dated as of January 29, 1999 (as so
amended, the "Original Lease"), covering certain premises commonly known
as 2403 Walsh Avenue, Santa Clara, California (the "Premises"); and

B. Lessee has previously entered into a sublease with Computer Access
Technology Corporation ("CAT"), dated October 3, 1996 (the "Existing CAT
Sublease"), pursuant to which CAT has subleased a portion of the
Premises consisting of an agreed area of 12,026 rentable square feet
(the "CAT Sublease Premises").

C. Lessor and Lessee desire to amend the Original Lease in connection
with the Proposed subletting by Lessee to Exodus Communications, Inc., a
Delaware corporation ("Exodus") of, initially, that portion of the
Premises other than the CAT Sublease Premises, and, possibly,
eventually, the entire Premises, pursuant to that certain sublease
entered into or to be entered into on or about the date hereof, between
Lessee, as sublessor, and Exodus, as sublessee (the "Exodus Sublease"),
upon and subject to the terms, covenants and conditions hereinafter set
forth.

NOW THEREFORE, in consideration of the agreements of Lessor and Lessee
herein contained and other valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Lessor and Lessee hereby
agree as follows:

1. Use of Terms. As used herein, terms shall have the same meanings as
in the Original Lease. The term "Lease" as used in the Original Lease
and in this Amendment shall mean the Original Lease as modified by this
Amendment. As used herein, the term "Talus Corporation" shall mean Talus
Corporation, a California corporation, formerly known as Scientific
Custom Metal Products International, Inc., the present Lessee under the
Lease, any successor-in-interest thereto, or any assignee of its
interest under the Lease. As between Lessor and Talus Corporation, the
terms "Lessee" and "Talus Corporation" are interchangeable. Lessee and
Lessor acknowledge that the sole purpose of using the term" "Talus
Corporation" herein instead of "Lessee" is to facilitate certain
distinctions being made in the Exodus Sublease with respect to
provisions of the Lease which are being incorporated by reference in the
Exodus Sublease.

2.      [Intentionally Omitted.]

3. Termination of Options to Extend. All options for Lessee to extend
the term of the Lease beyond June 30, 2003, are hereby terminated, and
shall be of no further force or effect.

4. Permitted Use. Paragraph 1.8 of the Original Lease is modified to
add data center processing and other lawful related uses as additional
permitted uses.

5. Modification of Paragraph 6.2; Consent to Diesel Fuel Tank(s). In
the fourth and fifth lines of Paragraph 6.2(a) the words: ", or (iii) a
basis for liability . . . common law theory" are hereby deleted.
Pursuant to Paragraph 6.2(a) of the Original Lease, Lessor hereby
consents to the installation by Exodus of one or more above-ground
diesel fuel tanks at the Premises, provided that such installation shall
be in compliance with all Applicable Law, and Exodus shall obtain
Lessor's prior approval of the precise location thereof, and of the
protective enclosures or encasements thereof, which approval shall not
be unreasonably withheld or delayed.

6. Modification of Paragraph 6.3. In the fourth line of Paragraph 6.3,
following the word "consultants" and preceding the comma which follows
the word "consultants" the following shall be added: "as the same
pertain to interpretation of the foregoing".

7. Modification of Paragraph 6.4. In the second line of Paragraph 6.4,
following the word "times" and preceding the comma which follows the
word "times" the following shall be added: "in accordance with Paragraph
26 of the Third Amendment to this Lease". In the seventh line of
Paragraph 6.4, the words "or be imminent" (which follow the words "to
exist") are deleted. In the seventh and eighth lines of Paragraph 6.4,
the words "as the result of any such existing or imminent violation or
contamination" are deleted. In the eighth and ninth lines of Paragraph
6.4, the words "or Lessor's Lender, as the case may be, for the costs
and expenses of such inspections." are deleted and replaced with the
following: "for the reasonable cost of such inspections, so long as such
inspection is reasonably related to the violation or contamination."

8. Modification of Paragraph 7.1. The last sentence of Paragraph 7.1
is hereby deleted and replaced with the following: "Lessee shall, during
the term of this Lease, keep the exterior appearance of the Building in
good and tenantable condition consistent with the exterior appearance of
other similar facilities of comparable age and size in the vicinity,
including, when necessary, the exterior repainting of the Building."

9. Modification of Paragraph 7.3. In the first line of Paragraph
7.3(a), the word "carpeting," is deleted and replaced with "floor and".
In the third line of Paragraph 7.3(a), the words "in, on or about" are
deleted and replaced with "in or on". In the fourth and fifth lines of
Paragraph 7.3(a), the words "on the Premises from that which are
provided by Lessor under the terms of this Lease" are hereby deleted. In
the sixth and seventh lines of Paragraph 7.3(a), the words "as defined
in Paragraph 7.4(a)" are deleted and replaced with "pursuant to
Paragraph 7.4(a) or that Exodus is permitted to remove pursuant to
Paragraph 10 of the Third Amendment to this Lease". In the eighth line
of Paragraph 7.3(a), the words "(excluding the roof)" are hereby
deleted. In the ninth line of Paragraph 7.3(a), the words "the roof or"
are hereby deleted. In the tenth line of Paragraph 7.3(a), the word
"$25,000." is hereby deleted and replaced with "$100,000 in any one
year." The following sentences are added to the end of Paragraph 7.3(a)
of the Lease: "In addition, Lessee may install satellite dishes, not to
exceed two (2) feet in diameter, on the roof of the Building only,
without Lessor's consent, but upon notice to Lessor, provided that such
satellite dishes are installed behind a roof screen, are not visible
from the street, and are installed in compliance with Applicable Law. If
Lessee wishes to use other satellite dishes and/or install satellite
dishes in any other manner or location, such installation shall be in
compliance with Applicable Law, and shall not be made without Lessor's
prior written approval of such installation, which approval shall not be
unreasonably withheld or delayed." In the seventh line of Paragraph
7.3(b), following the word "therefor" and preceding the period which
follows the word "therefor" the following shall be added: "whether or
not such Alterations or Utility Installations require Lessor's consent".
In the ninth line of Paragraph 7.3(b), the words "under Paragraph 36
hereof" are deleted. Lessor shall not unreasonably withhold or delay the
granting of its consent to Alterations, Utility Installations or Trade
Fixtures desired to be made by Exodus which are consistent with the
types of Alterations, Utility Installations or Trade Fixtures approved
by Lessor in connection with Exodus' occupancy of the adjacent building
located at 2401 Walsh Avenue, Santa Clara. Lessor hereby consents to the
installation of separate meters for monitoring utilities for the CAT
Sublease Premises and/or the portion of the Premises to be subleased by
Exodus. Lessor shall not unreasonably withhold or delay the granting of
its con-sent to the installation by Exodus of security fencing which
will in part enclose the Building, provided that such installation shall
be in compliance with Applicable Law, and Lessee shall obtain Lessor's
prior written approval of the precise location, height and type thereof.
Lessee agrees that reasonable considerations in determining such
approval shall include, but not be limited to, whether such security
fencing unreasonably interferes with the use or occupancy (including
parking, ingress and egress) of 2401 Walsh Avenue or its marketability
to prospective tenants or subtenants.

10. Modification of Paragraph 7.4. In the second line of Paragraph
7.4(c), following the word "thereof" and preceding the word "clean" the
following is added: "(except for those which Lessee is permitted to
remove pursuant to Paragraph 10 of the Third Amendment to this Lease or
required to remove pursuant to subparagraph 7.4(b) above) broom". In the
third through the fifth lines of Paragraph 7.4(c) the words "or by
Lessee performing . . . include the Utility Installations." are deleted.
In the sixth line of Paragraph 7.4(c), following the word "and" and
preceding the word "Alterations" the following is added: "Lessee Owned".
Notwithstanding any provision of the Lease to the contrary, so long as
Exodus remains in possession of the Premises following the termination
of the Lease, pursuant to a direct lease between Lessor and Exodus (the
"Exodus Direct Lease"), Lessee shall have no obligations to remove any
Lessee Owned Alterations or Utility Installations or to restore the
Premises upon the termination of the Lease, and thereafter Lessor shall
look solely to Exodus with respect to any damage caused to the Premises
by Exodus, whether during the term of the Exodus Sublease or during the
term of the Exodus Direct Lease. Notwithstanding any provisions of
Paragraph 7.4(a) to the contrary, Lessor acknowledges that the following
items installed at the Premises by Exodus shall at all times during the
term of this Lease be and remain the Property of Exodus, and Exodus
shall have the right to remove the same upon the expiration of the term
of the Lease, subject to Lessee's obligations under Paragraph 7.4(c):

(a)     Raised Flooring, Racking, Cage materials, cabinets and patch
panels.

(b)     UPS Battery Systems including electrical switch gear.

(c)     FM200 fire suppression canisters, piping and nozzles.

(d)     VESDA or smoke sensor stations in ceiling or floor area.

(e)     Inside or outside security cameras, access card reader stations,
VCR, multiplexer, monitors and computers.

(f)     Partition and conference room furniture systems and freestanding,
cabinets, storage units.

(g)     Telephone and voice mail system with desk stations and
receptionist, computers, servers, printers, phone sets.

(h)     Fiber Muxes or other Telco equipment installed in MPOE rooms.

(i)     Emergency distribution board and telephone backboard with
connectors.

(j)     Maintenance bypass electronic and manual switch gear.

(k)     Kitchen appliances like microwaves, refrigerators and vending
machines.

(1)     Console monitors, screen projection and screens in command center.

(m)     Bulletproof/resistant glass, provided that removal of the same
shall be conditioned upon replacement of the openings with other
glazing suitable in Lessor's reasonable judgment.

(n)     Satellite dishes or other communications equipment, provided that
removal of the same from the roof shall be conditioned upon
Lessee's or Exodus' repair of all roof penetrations so that the
integrity of the roof is not compromised in any manner, as
determined by Lessor in its reasonable judgment.

(o)     Customer and vendor equipment and related materials of the type
listed above in this Paragraph 10.

(p)     Exodus, Exodus Customer and Exodus Vendor personal property which
is not attached to the Premises.

(q)     Any Trade Fixtures similar or related to the foregoing items that
were installed by or for Exodus pursuant to the terms of the Lease.

Notwithstanding anything in the Lease to the contrary, under no
circumstances shall Talus Corporation be obligated to restore the
Premises with respect to, or to remove, any Alterations, Utility
Installations or other improvements to be installed by Exodus pursuant
to any plans and specifications approved by Lessor other than removal of
the items listed in subparagraphs (a) through (q) above (excluding any
raised flooring), and any restoration related to such removal. Without
limiting the generality of the foregoing, Talus Corporation shall have
no obligation or right to remove the following Alterations, Utility
Installations or other improvements to be installed by Exodus pursuant
to any plans and specifications approved by Lessor:

(r)     Permanent and temporary generator systems including enclosures and
fuel tanks with the associated electronic and manual switch gear.

(s)     Independent, stand-alone air-conditioning units or any other
components of the HVAC system at the Premises.

(t)     Electrical distribution equipment consisting of an automatic
transfer switch, parallel switch and bypass unit, parallel UPS
Units and several power distribution units installed inside the
Building by Lessee, inward from the most inward point(s) of
connection to all transformers, switches, meters and other
electrical distribution equipment installed by the public utility
providing power to the Building, or any electrical distribution
equipment installed by the City of Santa Clara Power and Electric
Company to add two new 3000 AMP services to the Building, including
two transformers placed on the exterior of the Building (one for
each 3000 AMP service), and one or more power switches and metering
boxes inside the Building.

(u)     The mezzanine floor.

(v)     Any raised flooring.

(w)     Security fencing.

11. Modification of Paragraph 8.1. Notwithstanding the provisions of
Paragraph 8.1, Lessor, and not Lessee shall pay any increase in the
premiums for the property insurance covering the Premises carried by
Lessor pursuant to Paragraph 8.3 to the extent such increase results
from any acts or omissions occurring on, or the use or occupancy of, any
building(s) owned by Lessor which are adjacent to the Building, and
which are not occupied by Lessee, either as a direct tenant of Lessor,
or as a subtenant.

12.     [Intentionally Omitted.]

13.     [Intentionally Omitted.]

14.     [Intentionally Omitted.]

15. Modification of Paragraph 8.4. Paragraph 8.4 is hereby deleted in
its entirety and replaced with the following: "8.4 Lessee's Property
Insurance. Lessee shall obtain and maintain insurance coverage on all of
Lessee's personal property, Trade Fixtures, and Lessee Owned Alterations
and Utility Installations. Such insurance shall be full replacement cost
coverage with a deductible of not to exceed $5,000 per occurrence. The
proceeds of any such insurance shall be used by Lessee for the
replacement of personal property, Trade Fixtures and Lessee Owned
Alterations and Utility Installations, except in the case of a casualty
occurring during the final year of the term of this Lease. Lessee shall
provide Lessor with written evidence that such insurance is in force.
Lessor makes no representation that the limits or forms of coverage of
insurance specified herein are adequate to cover Lessee's property,
business operations or obligations under this Lease."

16. Modification of Paragraph 8.5. In the fourth line of Paragraph
8.5, the words "If Lessee is the Insuring Party," are deleted. The
following sentence is added to Paragraph 8.5, immediately preceding the
final sentence thereof: "Such policies shall be for a term of at least
one year, or the length of the remaining term of this Lease, whichever
is less." In the next to the last line of Paragraph 8.5, the words "the
Insuring Party" are deleted both places where they appear, and in the
first such place, they are replaced with the words "either Party", and
in the second such place they are replaced with the words "it".

17. Additional Matter Pertaining to Insurance. During the term of the
Exodus Sublease, any insurance required to be provided by Lessee under
the terms of the Lease may be provided by either Talus Corporation or
Exodus, and Lessor shall not require Talus Corporation and Exodus to
carry duplicative insurance, provided that all insurance required under
the terms of the Lease shall be maintained by one or the other of them
in accordance with the requirements of the Lease.

18. Modification of Paragraph 9.2. The following is added to the end
of the last sentence of Paragraph 9.2: "; provided, however, that if
Lessor actually receives proceeds sufficient to cover the fully amount
of the loss, excluding any deductible, this Paragraph 9.2 shall govern."

19. Modification of Paragraph 9.5. Notwithstanding the provisions of
Paragraph 9.5, in the event Exodus confirms in writing to Talus
Corporation and Lessor within twenty (20) days after the occurrence of
any damage which would entitle Lessor to terminate the Lease pursuant to
Paragraph 9.5, that Exodus shall not terminate either the Exodus
Sublease or the direct lease between Exodus and Lessor which commences
immediately following the termination of this Lease, on account of such
damage, then Lessor shall have no right to terminate the Lease pursuant
to Paragraph 9.5.

20. Modification of Paragraph 9.6. The last sentence of Paragraph
9.6(b) is deleted and replaced with the following: "`Commence' as used
in this Paragraph shall mean the beginning of actual work on the
Premises." If Lessor shall be obligated to repair or restore the
Premises pursuant to any provision of Article 9, and it is possible, at
additional cost, to commence such repair or restoration earlier than
ninety (90) days after such obligation shall accrue and/or to accelerate
the work so that the same shall be completed prior to the deadline for
Lessor to complete the same pursuant to the applicable provision of this
Article 9, then upon Lessee's written request, and subject to the
conditions set forth below, Lessor shall use its best efforts to
commence such repair or restoration as soon as is possible, subject to
availability of labor and materials; provided that (1) prior to
incurring any additional costs to commence such repair or restoration
earlier than Lessor is obligated to do so or to accelerate the work,
Lessee shall have agreed, in writing, to pay all such additional costs,
and shall have deposited with Lessor, funds equal to the amount
reasonably estimated by Lessor as the total amount of such additional
costs to be incurred (provided that the amount of such deposit shall not
limit Lessee's liability to pay such additional costs, and Lessor shall
refund to Lessee upon completion of the repair and restoration, the
amount of such deposit, if any, in excess of the additional costs
incurred); and (2) in no event will Lessor be obligated to commence any
repair or restoration prior to obtaining all necessary governmental
permits and approvals therefor.

21. Modification of Paragraph 9.7. Notwithstanding any provision of
Paragraph 9.7, Lessor shall not be permitted to exercise the termination
option under clause (ii) of Paragraph 9.7, (1) if Lessor is subject to
an order of a governmental agency with jurisdiction over the Hazardous
Substance Condition requiring Lessor to remediate the same, unless such
remediation cannot practicably be accomplished with Lessee remaining in
possession of the Premises, or (2) unless in Lessor's reasonable
judgment, continued occupancy of the Premises by Lessee without
remediation of the Hazardous Substance Condition poses a risk of
potential liability to Lessor. Furthermore, and notwithstanding any
provision of Paragraph 9.7, Lessor shall be under no duty to remediate
any Hazardous Substance Condition except to the extent Lessor is subject
to an order of a governmental agency with Jurisdiction over the
Hazardous Substance Condition requiring Lessor to remediate the same. To
the extent Lessor is subject to an order of a governmental agency with
jurisdiction over the Hazardous Substance Condition requiring Lessor to
remediate the same, Lessor shall diligently proceed with such
remediation, in accordance with any remedial action plan approved by the
appropriate governmental agency(ies). In the event that in the opinion
of the environmental consultant hired by Lessor to oversee the
remediation, the remediation cannot practicably be completed without
Lessee vacating the Premises for a period which will exceed six (6)
months, Lessee shall have the option to terminate this Lease by giving
notice to Lessor within thirty (30) days after Lessee is notified by
Lessor that the remediation cannot practicably be completed without
Lessee vacating the Premises for a period which will exceed six (6)
months (which notification shall include notice of the date Lessor
requires Lessee to vacate the Premises for such remediation, which date
shall not be earlier than six(6) months after the date of such
notification, except to the extent it is reasonably necessary for Lessor
to commence such remediation on an earlier date in order to comply with
any order of a governmental agency requiring Lessor to remediate the
same, including any remedial action plan approved by the appropriate
governmental agency(ies)), such termination to be effective upon the
date set forth in Lessor's notice that Lessor requires Lessee to vacate
the Premises.

22. Modification of Paragraph 10.1. In the first line of Paragraph
10.1(b), the words "In order to assure payment ... Real Property Taxes,"
are deleted and replaced with the following: "In the event Lessee incurs
a late charge on any Rent payment two (2) times during any twelve (12)
month period,". Lessee may contest the amount of Real Property Taxes
assessed against the Premises, at its sole cost and expense, including,
but not limited to, any penalties or fees associated with an
unsuccessful contest. In the event Lessee elects to contest the amount
of Real Property, Taxes, Lessee must pay the contested Real Property
Taxes under protest, and apply for a refund, or provide such security as
Lessor may require to prevent such taxes from becoming a delinquent lien
upon the Premises. Any refund of Real Property Taxes paid by Lessee with
respect to the term of this Lease shall belong to Lessee, whether
received as a result of a contest by Lessee or otherwise, and regardless
of when received. Lessee shall have no right to any refund of Property
Taxes applicable to any period of time other than the term of this
Lease, even if such refund is received during the term of this Lease.

23. Modification of Paragraph 10.2. On the fifth line of Paragraph
10.2, the words "other income therefrom" are deleted and replaced with
"gross revenues therefrom (but not any tax on Lessor's net income from
all sources)".

24. Modification of Paragraph 10.3. On the second line of Paragraph
10.3, following the word "be", and prior to the word "determined", the
word "reasonably" shall be inserted.

25. Modification of Article 12 With Respect to Subletting or
Assignment by Exodus. Notwithstanding any provision of Article 12 of the
Lease, (i) in the event of any change in the control of Exodus, such
change in control shall not constitute an assignment of the Lease or the
Exodus Sublease so long as Exodus is a publicly traded company
immediately following such change in control, and (ii) the granting of a
security interest in the Exodus Sublease by Exodus in connection with a
senior secured credit facility provided by Goldman, Sachs & Co. ("GS"),
shall not constitute an assignment of the Lease or the Exodus Sublease,
and shall not require Lessor's consent under the Lease, provided that GS
shall not be entitled to foreclose such security interest or otherwise
take any possessory interest in the Premises or any portion thereof,
unless GS assumes all of Exodus' obligations under the Exodus Sublease
and the Exodus Direct Lease, and cures all then uncured defaults (if
any) under the Exodus Sublease and the Exodus Direct Lease. Any other
assignment of, or subletting under, the Exodus Sublease shall require
Lessor's prior written consent, in accordance with the provisions of
Article 12 of the Lease, provided that Lessor agrees that it shall not
unreasonably withhold or delay its consent to any proposed assignment of
the Exodus Sublease by Exodus or any proposed subletting thereunder by
Exodus. In the event Talus Corporation receives any consideration from
Exodus in connection with any assignment of, or subletting under, the
Exodus Sublease, in excess of the rent and other consideration payable
by Exodus to Talus Corporation under the Exodus Sublease in the absence
of such assignment or subletting, Talus Corporation shall pay to Lessor,
the entire amount of such excess consideration, excluding the Talus
Amounts (as defined below) which shall be retained by Talus Corporation,
as additional rent under the Lease, as and when received by Talus
Corporation, in lieu of any adjustment of the rent payable under the
Lease pursuant to Paragraph 12.2(h) on account of such assignment of, or
subletting under, the Exodus Sublease. As used in this Paragraph 25, the
term "Talus Amounts" shall mean any amounts which Talus Corporation
collects from Exodus, which amounts are expressly designated between
Talus Corporation and Exodus as reimbursement of reasonable out-of
pocket expenses incurred by Talus Corporation in connection with any
assignment or subletting (or proposed assignment or subletting) by
Exodus under the Exodus Sublease, including, but not limited to,
attorneys' and consultants' fees and expenses. Notwithstanding the
foregoing, in the event that the Exodus Sublease provides that any
amounts to be paid to Talus Corporation in connection with any
assignment or subletting by Exodus are to be determined based on "market
rent," "fair market rent," "prevailing market rent," or other similar
concept, (a) Talus Corporation shall not agree with Exodus as to the
determination of the same without obtaining Lessor's prior written
consent, which consent may be granted or withheld in Lessor's sole and
absolute discretion, (b) if an appraisal procedure is used to determine
"market rent," "fair market rent," "prevailing market rent," or other
similar concept, Talus Corporation shall obtain Lessor's prior written
approval of any appraiser to be appointed by it, which approval may be
withheld or granted in Lessor's sole and absolute discretion, (c) Talus
Corporation agrees to notify Lessor of the of any appraisal procedure by
Talus Corporation or Exodus within three (3) business day after such
initiation by Talus Corporation or after Talus Corporation receives
notice of such initiation by Exodus, whichever is applicable, and (d)
Lessor may, if it elects to do so, participate in all negotiations and
appraisal procedures between Talus Corporation and Exodus with regard to
the determination of "market rent," "fair market rent," "prevailing
market rent," or other similar concept.

26. Modification of Paragraph 32. In the first line of Paragraph 32,
following the words "Lessor's agents" and preceding the words "shall
have the right", the words "and any Lender and its agents" shall be
inserted. In the second line of Paragraph 32, following the words "or
lessees," and preceding the words "and making such", the words
"inspecting the Premises," shall be inserted. Lessor acknowledges that
Exodus intends to operate a secure internet data center facility at the
Premises. Accordingly, except in the case of an emergency, Lessor, its
agents, any Lender or its agents shall give Exodus twenty-four (24)
hours' advance notice prior to entering the Premises, and Exodus shall
have the right to require that a representative of Exodus accompany any
parties entering the Premises. In the case of an emergency, Lessor or
its agents shall make such effort as is deemed appropriate by Lessor or
its agents under the circumstances to contact an on-site representative
of Exodus, if one is present at the Premises, prior to entering the
Premises; provided, however, that if an on-site representative cannot be
located after such effort is made, or if immediate entry to the Premises
without attempting to locate an on-site representative of Exodus is
deemed appropriate by Lessor or its agents due to the nature of the
emergency, Lessor or its agents may enter the Premises unaccompanied by
a representative of Exodus.

27. Modification of Paragraph 34. Paragraph 34 is deleted in its
entirety and replaced with the following: "34. Signs. Except for
ordinary `For Sublease' signs, Lessee shall not place any sign upon the
Premises without Lessor's prior written consent, which consent shall not
be unreasonably withheld or delayed. All signs must comply with all
Applicable Law."

28. Modification of Paragraph 41. The following words are added to the
end of the last sentence of Paragraph 41: ", except those resulting from
Lessor's willful misconduct or gross negligence."

29.     [Intentionally Omitted.]

30. Consent to Assignment and Subletting Required. Execution of this
Amendment does not constitute Lessor's consent to Talus Corporation's
subletting of the Premises to Exodus; such consent shall be indicated
only by Lessor's specific written consent on a copy of the proposed
Exodus Sublease which has been fully executed by both Talus Corporation
and Exodus. Except as provided in Paragraph 25 hereof, nothing in this
Amendment shall constitute Lessor's consent to any future assignment or
subletting by Talus Corporation or Exodus, should it become a sublessee
of the Premises, which consent shall be granted only in accordance with
the provisions of Paragraph 12 of the Lease.

31. Reservation of Rights. By executing this Amendment, Lessor is not
waiving any rights with respect to any transaction (other than the
Exodus Sublease, upon execution of Lessor's consent thereto) which
occurred during the term of the Lease, and which under terms of
Paragraph 12 of the Lease constitutes an assignment or subletting by
Talus Corporation, or otherwise requires Lessor's consent pursuant to
Paragraph 11, including, but not limited to, any change in control of
Talus Corporation, and to which Lessor (or its predecessor-in-interest)
has not previously granted its consent. By executing this Amendment,
Talus Corporation is not waiving any rights to contend that no
transaction occurred during the term of the Lease without Lessor's (or
its predecessor-in-interest's) consent pursuant to Paragraph 12 of the
Lease, which under terms of Paragraph 12 of the Lease constitutes an
assignment or subletting by Talus Corporation, or otherwise requires
Lessor's consent (or otherwise required Lessor's predecessor-in
interest's consent) pursuant to Paragraph 12, including, but not limited
to any change in control of Talus Corporation. Talus Corporation also
reserves all of its rights under the Original Lease, including all
rights in connection with defending any such claim(s) or contention(s)
by Lessor.

32. Return of Security Deposit. Provided that Exodus remains in
possession of the Premises following the termination of the Lease
pursuant to the Exodus Direct Lease, Lessor shall return the Security
Deposit, less any deductions Lessor is entitled to make therefrom, to
Lessee, within thirty (30) days after the termination of the Lease.

33. Lessee's Right to Extend Term Under Limited Circumstances. If the
Exodus Sublease is terminated as a result of Exodus' default, and the
Exodus Termination Date occurs after May 1, 2003, and provided that the
Lease has not otherwise terminated, then Lessee shall have the right to
extend the term of the Lease to a date which is not later than sixty
(60) days after the Exodus Termination Date, by giving notice of such
extension to Lessor within five (5) business days after the Exodus
Termination Date; provided that the Monthly Base Rent payable during the
term of such extension shall be $108,675.00, prorated for any partial
month.

34. Processing Fee; Reimbursement of Legal Fees; Leasing Commission.
In connection with Lessee's request that Lessor consider granting its
consent to the Exodus Sublease, and that Lessor cause its counsel to
prepare this Amendment and the Exodus Direct Lease, and that Lessor
simultaneously consider granting its consent to a proposed alternative
sublease transaction with Pacific Gateway Exchange, Inc. ("PGE"), and
cause its counsel to prepare documentation in connection with the
proposed alternative sublease transaction with PGE, Lessee has paid to
Lessor the sum of $14,679.00, representing payment in full of the
nonrefundable payment required under Paragraph 12.2(e) of the Lease with
respect to Lessor's consideration of granting its consent to the Exodus
Sublease and the proposed alternative sublease transaction with PGE. In
addition, in the event Lessor's reasonable attorneys' fees incurred in
connection with the documentation of the Exodus Sublease, this
Amendment, the Exodus Direct Lease and the comparable documentation for
the proposed alternative sublease transaction with PGE, in the
aggregate, exceed $14,679.00, Lessee shall pay to Lessor the amount of
such excess; provided that Lessee's obligation to pay such excess shall
be limited to the first $7,660.50 of such excess. Any such excess shall
be payable within five (5) business days after Lessee receives copies of
invoices evidencing that Lessor has incurred reasonable attorneys' fees
in excess of $14,679.00. Furthermore, Lessee agrees to pay any leasing
commission due Exodus' broker, The Commercial Property Services Company
(a/k/a CPS), in connection with either of both of the Exodus Sublease
and the Exodus Direct Lease, and Lessee shall indemnify and hold
harmless Lessor from any claim, demand, cost or liability in connection
with such leasing commission. Lessor hereby represents and warrants to
Lessee that neither Lessor, nor any agent of Lessor, has promised or
agreed that Lessor or Lessee would pay any specific commission amount to
CPS in connection with the Exodus Sublease or the Exodus Direct Lease,
and Lessor further agrees that so long as Lessee honors its
indemnification obligation in favor of Lessee set forth in this
Paragraph 34, the amount of any such commission shall be resolved solely
between Lessee and CPS. The provisions of this Paragraph 34 are solely
for the benefit of Lessee and Lessor, and nothing in this Paragraph 34
shall be construed as giving CPS any right to receive a commission from
Lessee or Lessor in connection with the Exodus Sublease or the Exodus
Direct Lease.

35. Counterparts; Facsimile Signatures. This Amendment may be signed
in counterparts, and delivered by facsimile, and such facsimile
counterparts shall be valid and binding on Lessor and Lessee (subject to
Paragraph 38, below) with the same effect as if original signatures had
been exchanged.

36. Ratification. The Original Lease, as modified hereby, is hereby
ratified and confirmed in all respects.

37. Successors and Assigns. This Amendment shall bind and inure to the
benefit of Lessor and Lessee and their respective legal representatives
and successors and assigns.

38. Effectiveness of This Amendment. Notwithstanding any provision of
this Amendment to the contrary, (1) this Amendment shall not be come
effective unless and until Talus Corporation and Exodus shall have both
fully executed and delivered the Exodus Sublease, and Lessor shall have
given its specific written consent thereto on a copy thereof, and (2) in
the event that termination of the Exodus Sublease does not occur
concurrently with the termination of the Lease, then from and after the
date of termination of the Exodus Sublease, Paragraphs 3 through 9,
inclusive, 11, and 15 through 28, inclusive of this Amendment shall
become null and void, but said provisions shall continue to govern with
respect to the period of time during which the Exodus Sublease was in
effect.

IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment as of
the date first above written.

          Lessee: TALUS CORPORATION,
                  a California corporation,  formerly known as Scientific Custom
                  Metal Products  International, Inc.


                  By:     /s/    SUSAN GOODNATURE
                  Name:  Susan Goodnature
                  Title:  Senior Vice President

          Lessor: G&I WALSH LLC, a Delaware  limited liability company

                  By:  G&I Investment Walsh  LLC,
                       a Delaware limited liability company, its managing member


                            By:  G&I Investment Walsh Corp.,
                                 a Delaware corporation, its managing member


                                 By:  /s/ BRIAN T.  SUMMERS
                                 Name:   Brian T. Summers
                                 Title:  Vice President

                                 CONSENT OF GUARANTOR

WHEREAS, ELECTRONIC MANUFACTURING SYSTEMS, INC., a Delaware corporation
("EMS"), did execute that certain Lease Guaranty, dated as of November
20, 1997 (the "Lease Guaranty") whereby EMS did guaranty Lessee's
obligations under the Original Lease (as defined in the foregoing Third
Amendment to Lease);

NOW, THEREFORE, EMS hereby consents to the terms and conditions of the
foregoing Third Amendment to Lease, and hereby ratifies and confirms
that the Lease Guaranty, remains in full force and effect as a valid and
binding obligation of EMS, with respect to Lessee's obligations under
the Original Lease as modified by the foregoing Third Amendment to Lease
(whether such obligations are stated as being obligations of "Lessee" or
obligations of "Talus Corporation").

Dated: June 10, 1999

                            ELECTRONIC MANUFACTURING SYSTEMS,  INC.,
                            a Delaware corporation

                            By:      /s/ SUSAN GOODNATURE
                            Name:  Susan Goodnature
                            Title:  Senior Vice President