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                                                                EXHIBIT 10.14


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                                    SUBLEASE
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<CAPTION>

<S>                                               <C>
SUBLANDLORD:  Orbitek Engineering, Inc.           SUBJECT PROPERTY:   2230 Martin Avenue
                                                                      Santa Clara, California

SUBTENANT:    Aurum Software, Inc.                DATE:               September 30, 1996

</TABLE>

1. PARTIES:
This Sublease is made and entered into as of September 30,1996, by and between
Orbitek Engineering, Inc. ("Sublandlord"), and Aurum Software, Inc.
("Subtenant"), under the Master Lease dated November 4, 1994 and Amendment to
Lease dated July 17, 1995, between McLellan Estate Company, Inc., as "Lessor"
and Sublandlord under this Sublease as "Lessee." A copy of the Master Lease is
attached hereto as Attachment I and incorporated herein by this reference.

2. PROVISIONS CONSTITUTING SUBLEASE:

   2.1 This Sublease is subject to all of the terms and conditions of the Master
   Lease. Subtenant hereby assumes and agrees to perform all of the obligations
   of "Lessee" under the Master Lease to the extent said obligations apply to
   the Subleased Premises and Subtenant's use of the Common Areas, except as
   specifically set forth herein. Sublandlord hereby agrees to cause Lessor
   under the Master Lease to perform all of the obligations of Lessor thereunder
   to the extent said obligations apply to the Subleased Premises and
   Subtenant's use of the Common Areas. Subtenant shall not commit or permit to
   be committed on the Subleased Premises or on any other portion of the Project
   any act or omission which violates any term or condition of the Master Lease.
   Except to the extent waived or consented to in writing by the other party or
   parties hereto who are affected thereby, neither of the parties hereto will,
   by renegotiation of the Master Lease, assignment, subletting, default or any
   other voluntary action, avoid or seek to avoid the observance or performance
   of the terms to be observed or performed hereunder by such party, but will at
   all times in good faith assist in carrying out all the terms of this Sublease
   and in taking all such action as may be necessary or appropriate to protect
   the rights of the other party or parties hereto who are affected thereby
   against impairment. Nothing contained in this Section 2.1 or elsewhere in
   this Sublease shall prevent or prohibit Sublandlord (a) from exercising its
   right to terminate the Master Lease pursuant to the terms thereof or (b) from
   assigning its interest in this Sublease or subletting the Premises to any
   other third party.

   2.2 With respect to all of the provisions of the Master Lease incorporated
   into this Sublease, wherever the word "Premises" is used in the Master Lease,
   for purposes of this Sublease, the word "Subleased Premises" shall be
   substituted; wherever in the Master Lease the word "Lessee" appears, for the
   purposes of this Sublease, the word "Subtenant" shall be substituted;
   wherever in the Master Lease the word "Lessor" appears, for the purposes of
   this Sublease, the word "Sublandlord" shall be substituted.
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                                    Sublease
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   All of the terms and conditions contained in the Master Lease are
   incorporated herein, except as specifically provided below, and the terms and
   conditions specifically set forth in this Sublease, shall constitute the
   complete terms and conditions of this Sublease, except the following
   paragraphs of the Master Lease which shall solely be the obligation of
   Sublandlord: 1.1, 1.2, 1.3, 1.4, 1.5, 1.6, 1.7, 1.10, 1.11, 7.1, 8.3(a),
   8.3(b), 8.3(c), 10.1(a), 10.1(b), 11, 15.1, 15.2, 15.3, 23.1, 23.2,
   37.1,37.2,39.1,39.2, 39.3, 39.4, Memorandum of Lease, Amendment to Lease,
   Exhibit "B" (Master Lease).

3. SUBLEASED PREMISES AND RENT:

   3.1 Subleased Premises:
   Sublandlord leases to Subtenant and Subtenant leases from Sublandlord the
   Subleased Premises upon all of the terms, covenants and conditions contained
   in this Sublease. The Subleased Premises consist of approximately ten
   thousand two hundred twenty-five (10,2252+) of a larger facility, located at
                                            -
   2230 Martin Road, Santa Clara, and as shown in Exhibit "A" attached hereto.

   3.2 Rent:
   Subtenant shall pay to Sublandlord as Rent for the Subleased Premises the sum
   of Seventeen Thousand Eight Hundred Ninety-Four and 00/100 Dollars
   ($17,894.00) per month, without deductions, offset, prior notice or demand
   upon execution of the Sublease Agreement. Rent shall be payable by Subtenant
   to Sublandlord in consecutive monthly installments on or before the first day
   of each calendar month during the Sublease Term. If the Sublease commencement
   date or the termination date of the Sublease occurs on a date other than the
   first day or the last day, respectively, of a calendar month, then the Rent
   for such partial month shall be prorated and the prorated Rent shall be
   payable on the Sublease commencement date or on the first day of the calendar
   month in which the Sublease termination date occurs, respectively. This is a
   modified full service rent. Sublandlord shall be responsible for real
   property taxes, property insurance, utilities (subject to the provisions in
   Paragraph 9 below concerning HVAC) and general operating expenses. All
   personal property insurance of Subtenant shall be the sole responsibility of
   the Subtenant. Sublandlord shall not be responsible for providing janitorial
   service for the subleased premises, however, Sublandlord shall be responsible
   for maintaining the common areas. Subtenant shall be responsible for their
   prorata share of the operating expense increase beginning January 1,1998 as
   described in Exhibit "B". Subtenant shall have the right to review any
   increase in operating expenses and all related documents.

   3.3 Security Deposit:
   In addition to the Rent specified above, Subtenant shall pay to Sublandlord
   an equivalent of one month's rent as a non-interest bearing Security Deposit
   upon execution of the Sublease Agreement. In the event Subtenant has
   performed all of the terms and conditions of this Sublease during the term
   hereof, Sublandlord shall return to Subtenant, within ten days after
   Subtenant has vacated the Subleased Premises, the Security Deposit less any
   sums due and owing to Sublandlord.
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                                    SUBLEASE
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4. RIGHTS OF ACCESS AND USE:

   4.1 Use:
   Subtenant shall use the Subleased Premises only for those purposes permitted
   in the Master Lease, unless Sublandlord and Master Landlord consent in
   writing to other uses prior to the commencement thereof.

   4.2 Furniture:
   Subtenant shall have the right to use Sublandlord's furniture during the
   Sublease term as described in Exhibit "C". Subtenant shall be responsible for
   maintaining the furniture during the Sublease and shall return the furniture
   in good working condition, normal wear and tear excepted.

5. SUBLEASE TERM:

   5.1 Sublease Term:
   The Sublease Term shall be for the period commencing on October 15, 1996, and
   continuing through November 30, 1999. In no event shall the Sublease Term
   extend beyond the Term of the Master Lease.

   5.2 Inability to Deliver Possession:
   In the event Sublandlord is unable to deliver possession of the Subleased
   Premises at the commencement of the term, Sublandlord shall not be liable for
   any damage caused thereby, nor shall this Sublease be void or voidable but
   Subtenant shall not be liable for Rent until such time as Sublandlord offers
   to deliver possession of the Subleased Premises to Subtenant, but the term
   hereof shall not be extended by such delay. If Subtenant, with Sublandlord's
   consent, takes possession prior to commencement of the term, Subtenant shall
   do so subject to all the covenants and conditions hereof and shall pay Rent
   for the period ending with the commencement of the term at the same rental as
   that prescribed for the first month of the term prorated at the rate of
   1/30th thereof per day. In the event Sublandlord has been unable to deliver
   possession of the Subleased Premises within 30 days from the commencement
   date, Subtenant, at Subtenant's option, may terminate this Sublease.

6. RIGHT TO TERMINATE:
If Sublandlord fails to observe, comply with or perform any terms, covenants,
conditions or rules applicable to the Sublease Agreement or Master Agreement,
Subtenant shall have the right to terminate this Sublease Agreement under the
conditions stated in paragraph 13. Default; Breech; Remedies of the Master
Lease.

7. NOTICES:
All notices, demands, consents and approvals which may or are required to be
given by either party to the other hereunder shall be given in the manner
provided in the Master Lease, at the addresses shown on the signature page
hereof. Sublandlord shall notify Subtenant of any Event of Default under the
Master Lease, or of any other event of which Sublandlord has actual knowledge
which will impair Subtenant's ability to conduct its normal business at the
Subleased Premises, as soon as reasonably practicable following Sublandlord's
receipt of notice from the Landlord of an Event of Default or actual knowledge
of such
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                                    SUBLEASE
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impairment. If Sublandlord elects to terminate the Master Lease, Sublandlord
shall so notify Subtenant by giving at least 30 days notice prior to the
effective date of such termination.

8. BROKER FEE:
Upon execution of the Sublease, Sublandlord shall pay Cornish & Carey
Commercial, a licensed real estate broker, a fee equal to six percent (6%) of
the total rental value.

9. COMPLIANCE WITH NONDISCRIMINATION REGULATIONS:
It is understood that it is illegal for Sublandlord to refuse to display or
sublease the Subleased Premises, or to assign, surrender or sell the Master
Lease, to any person because of race, color, religion, national origin, sex,
sexual orientation, marital status or disability.

10. HVAC HOURS:
Sublandlord shall provide HVAC Monday through Friday from 7:00 a.m. to 7:00 p.m.
After hour HVAC will be $20.00 per hour.

11. EARLY OCCUPANCY:
Subtenant shall have the right to occupy the premises as soon as the Sublease
Agreement and Consent Agreement are fully executed with all terms and conditions
of the Sublease Agreement to be in full force and effect except rent, which is
to commence October 15, 1996.

12. TOXIC CONTAMINATION DISCLOSURE:
Sublandlord and Subtenant each acknowledge that they have been advised that
numerous federal, state, and/or local laws, ordinances and regulations ("Laws")
affect the existence and removal, storage, disposal, leakage of and
contamination by materials designated as hazardous or toxic ("Toxics"). Many
materials, some utilized in everyday business activities and property
maintenance, are designated as hazardous or toxic.

Some of the Laws require that Toxics be removed or cleaned up by landowners,
future landowners or former landowners without regard to whether the party
required to pay for "clean up" caused the contamination, owned the property at
the time the contamination occurred or even knew about the contamination. Some
items, such as asbestos or PCBs, which were legal when installed, now are
classified as Toxics, and are subject to removal requirements. Civil lawsuits
for damages resulting from Toxics may be filed by third parties in certain
circumstances.

Sublandlord and Subtenant each acknowledge that Broker has no specific expertise
with respect to environmental assessment or physical condition of the Subleased
Premises, including, but not limited to, matters relating to: (i) problems which
may be posed by the presence or disposal of hazardous or toxic substances on or
from the Subleased Premises, (ii) problems which may be posed by the Subleased
Premises being within the Special Studies Zone as designated under the Alquist-
Priolo Special Studies Zone Act (Earthquake Zones), Section 2621-2630, inclusive
of California Public Resources Code, and (iii) problems
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                                    Sublease
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which may be posed by the Subleased Premises being within a HUD Flood Zone as
set forth in the U.S. Department of Housing and Urban Development "Special Flood
Zone Area Maps," as applicable.

Sublandlord and Subtenant each acknowledge that Broker has not made an
independent investigation or determination of the physical or environmental
condition of the Subleased Premises, including, but not limited to, the
existence or nonexistence of any underground tanks, sumps, piping, toxic or
hazardous substances on the Subleased Premises. Subtenant agrees that it will
rely solely upon its own investigation and/or the investigation of professionals
retained by it or Sublandlord, and neither Sublandlord nor Subtenant shall rely
upon Broker to determine the physical and environmental condition of the
Subleased Premises or to determine whether, to what extent or in what manner,
such condition must be disclosed to potential sublessees, assignees, purchasers
or other interested parties.

13. RENT ABATEMENT AND DAMAGES TO PERSONAL PROPERTY:
In the event Sublandlord, pursuant to the terms of the Master Lease, is entitled
to and receives rent abatement, then to the extent such rent abatement affects
the subleased premises, Subtenant shall be entitled to rent abatement in an
amount that the net rentable area of the subleased premises bears to the total
net rentable area of the Master Lease, and only to the extent any such abatement
applies to the sublease term. In addition, any amounts paid or credited to
Sublandlord under the terms of the Master Lease for damage to personal property
shall be credited to Subtenant, subject to the same limitations set forth above.

14. COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT:
The Americans With Disabilities Act (ADA) requires both the owner of real estate
and the tenant of real estate to comply with its provisions.

In part, the Act requires owners and tenants of public accommodations to remove
physical barriers to access and provide auxiliary aids or services for persons
with hearing, vision or speech impairment.

The ADA does not specify responsibility for compliance as between Landlord and
Tenant or as between Seller and Buyer. Compliance and the allocation of
responsibility for cost for compliance must be negotiated between the parties.

Cornish & Carey Commercial makes no representation or warranty with respect to
compliance or noncompliance of the facility or any contemplated use with ADA
requirements. We recommend that you consult your attorney to determine if this
act applies to you and if so the requirements that must be met. The
applicability of the Act is a legal issue and we cannot give you legal advice on
such matters.
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SUBLANDLORD: ORBITEK ENGINEERING, INC.       2220 Martin Avenue
                                             Santa Clara, CA 95050

By: ___________________________________      Date: ____________________________

SUBTENANT: AURUM SOFTWARE, INC.              3385 Scott Boulevard
                                             Santa Clara, CA 95054

By:   /s/ Chris T. Dier                      Date:       10/3/96
    -----------------------------------            ----------------------------

NOTICE TO SUBLANDLORD AND SUBTENANT: CORNISH & CAREY COMMERCIAL, IS NOT
AUTHORIZED TO GIVE LEGAL OR TAX ADVICE; NOTHING CONTAINED IN THIS SUBLEASE OR
ANY DISCUSSIONS BETWEEN CORNISH & CAREY AND SUBLANDLORD AND SUBTENANT SHALL BE
DEEMED TO BE A REPRESENTATION OR RECOMMENDATION BY CORNISH & CAREY COMMERCIAL,
OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL EFFECT OR TAX CONSEQUENCES OF THIS
DOCUMENT OR ANY TRANSACTION RELATING THERETO. ALL PARTIES ARE ENCOURAGED TO
CONSULT WITH THEIR INDEPENDENT FINANCIAL CONSULTANTS AND/OR ATTORNEYS REGARDING
THE TRANSACTION CONTEMPLATED BY THIS PROPOSAL.



Attachment I Master Lease



MASTER LANDLORD CONSENT

The undersigned, Lessor under the Master Lease attached as Attachment I, hereby
consents to the subletting of the Subleased Premises described herein on the
terms and conditions contained in this Sublease. This Consent shall apply only
to this Sublease and shall not be deemed to be a consent to any other Sublease.

Landlord: MCLELLAN ESTATE COMPANY, INC.

By: /S/ Laureston H. McClellan          Date:
   ___________________________________        ____________________________
<PAGE>

                                                                       EXHIBIT A

FLOOR PLAN
2230 MARTIN AVENUE
<PAGE>

                                                                       EXHIBIT B

    *  OPERATING EXPENSE INCREASE. Lessee shall pay to Lessor during the term
hereof, in addition to the Base Rent, Lessee's Share, as hereinafter defined, of
the amount by which all Operating Expenses, as hereinafter defined, for each
Comparison Year exceeds the amount of all Operating Expenses for the Base Year,
such excess being hereinafter referred to as the "Operating Expense Increase,"
in accordance with the following provisions:

    (a) "Lessee's Share" is defined, for purposes of this Lease, as the
percentage set forth in paragraph 1.10 of the Basic Lease Provisions, which
percentage has been determined by dividing the approximate square footage of the
Premises by the total approximate square footage of the rentable space contained
in the Office Building Project. It is understood and agreed that the square
footage figures set forth in the Basic Lease Provisions are approximations which
Lessor and Lessee agree are reasonable and shall not be subject to revision
except in connection with an actual change in the size of the Premises or a
change in the space available for lease in the Office Building Project.

    (b) "Base Year" is defined as the calendar year in which the Lease term
commences.

    (c) "Comparison Year" is defined as each calendar year during the term of
this Lease subsequent to the Base Year; provided, however, Lessee shall have no
obligation to pay a share of the Operating Expense Increase applicable to the
first twelve (12) months of the Lease Term (other than such as are mandated by a
governmental authority, as to which government mandated expenses Lessee shall
pay Lessee's Share, notwithstanding they occur during the first twelve (12)
months). Lessee's Share of the Operating Expense Increase for the first and last
Comparison Years of the Lease Term shall be prorated according to that portion
of such Comparison Year as to which Lessee is responsible for a share of such
increase.

    (d) "Operating Expenses" is defined, for purposes of this Lease, to include
all costs, if any, incurred by Lessor in the exercise of its reasonable
discretion, for:

      (i) The operation, repair, maintenance, and replacement, in neat, clean,
safe, good order and condition, of the Office Building Project, including but
not limited to, the following:

        (aa) The Common Areas, including their surfaces, coverings, decorative
items, carpet, drapes and window coverings, and including parking areas, loading
and unloading areas, trash areas, roadways, sidewalks, walkways, stairways,
parkways, driveways, landscaped areas, striping, bumpers, irrigation systems,
Common Area lighting facilities, building exteriors and roofs, fences and gates;

        (bb) All heating, air conditioning, plumbing, electrical systems, life
safety equipment, telecommunication and other equipment used in common by, or
for the benefit of, lessees or occupants of the Office Building Project,
including elevators and escalators, tenant directories, fire detection systems
including sprinkler system maintenance and repair.

      (ii) Trash disposal, janitorial and security services;

      (iii)  Any other service to be provided by Lessor that is elsewhere in
this Lease stated to be an "Operating Expense",

      (iv) The cost of the premiums for the liability and property insurance
policies to be maintained by Lessor under paragraph 8 hereof;

      (v) The amount of the real property taxes to be paid by Lessor under
paragraph 10.1 hereof;

      (vi) The cost of water, sewer, gas, electricity, and other publicly
mandated services to the Office Building Project;

      (vii)  Labor, salaries and applicable fringe benefits and costs,
materials, supplies and tools, used in maintaining and/or cleaning the Office
Building Project and accounting and a management fee attributable to the
operation of the Office Building Project;

      (viii)  Replacing and/or adding improvements mandated by any governmental
agency and any repairs or removals necessitated thereby amortized over its
useful life according to Federal income tax regulations or guidelines for
depreciation thereof (including interest on the unamortized balance as is then
reasonable in the judgment of Lessor's accountants);

      (ix) Replacements of equipment or improvements that have a useful life for
depreciation purposes according to Federal income tax guidelines of five (5)
years or less, as amortized over such life.

    (e) Operating Expenses shall not include the costs of replacements of
equipment or improvements that have a useful life for Federal income tax
purposes in excess of five (5) years unless it is of the type described in
paragraph 4.2(d)(viii), in which case their cost shall be included as above
provided.

    (f) Operating Expenses shall not include any expenses paid by any lessee
directly to third parties, or as to which Lessor is otherwise reimbursed by any
third party, other tenant, or by insurance proceeds.

    (g) Lessee's Share of Operating Expense Increase shall be payable by Lessee
within ten (10) days after a reasonably detailed statement of actual expenses is
presented to Lessee by Lessor. At Lessor's option, however, an amount may be
estimated by Lessor from time to time in advance of Lessee's Share of the
Operating Expense Increase for any Comparison Year, and the same shall be
payable monthly or quarterly, as Lessor shall designate, during each Comparison
Year of the Lease term, on the same day as the Base Rent is due hereunder. In
the event that Lessee pays Lessor's estimate of Lessee's Share of Operating
Expense Increase as aforesaid, Lessor shall deliver to Lessee within sixty (60)
days after the expiration of each Comparison Year a reasonably detailed
statement showing Lessee's Share of the actual Operating Expense Increase
incurred during such year. If Lessee's payments under this paragraph 4.2(g)
during said Comparison Year exceed Lessee's Share as indicated on said
statement, Lessee shall be entitled to credit the amount of such overpayment
against Lessee's Share of Operating Expense Increase next falling due. If
Lessee's payments under this paragraph during said Comparison Year were less
than Lessee's Share as indicated on said statement, Lessee shall pay to Lessor
the amount of the deficiency within ten (10) days after delivery by Lessor to
Lessee of said statement. Lessor and Lessee shall forthwith adjust between them
by cash payment any balance determined to exist with respect to that portion of
the last Comparison Year for which Lessee is responsible as to Operating Expense
Increases, notwithstanding that the Lease term may have terminated before the
end of such Comparison Year.

With respect to the paragraph (Operating Expense Increase) above, where the
words Lessee, Lessor, and Lease appear, substitute the words Subtenant,
Sublandlord, and Sublease respectively.
<PAGE>

                                                                       EXHIBIT C

Furniture List as Exhibit to Sublease Contract
----------------------------------------------


There are 36 workstations in total
<TABLE>
<CAPTION>

Gray Workstations
-----------------
  Qty         Item                     Size
--------------------------------------------
<C>    <S>                       <C>
   1   Corner Unit                     48x48
  20   Corner Unit                     42x42
   3   Desk with Pedestal              85x24
   1   Desk with Pedestal              47x24
   6   Desk with Pedestal              65x24
   2   Desk with Pedestal              70x24
   2   Desk with Pedestal              69x24
   1   Desk with Pedestal              72x24
   1   Desk with Pedestal              74x24
   2   Desk with Pedestal              56x24
   4   Desk with Pedestal              48x24
   1   Desk with Pedestal              42x30
   1   Desk with Pedestal              48x30
   1   Desk with Pedestal              92x24
   1   Desk, no Pedestal               24x24
  10   Open Shelf                  12x30x29H
   1   Open Shelf                  12x31x72H
   6   Open Shelf                  12x36x29H
   1   Open Shelf                  12x29x29H
   4   Open Shelf                  12x32x29H
   2   Tables                         24"dia


<CAPTION>
Hallways
--------
<C>    <S>                       <C>
   1   Water Fountain
   1   Shelf Unit                  88x24x36H


<CAPTION>
Conference Room
---------------
<C>    <S>                       <C>
   1   Glass Table                     48x96
  10   Gray Chairs


<CAPTION>
Partitions
----------
  Qty       Item                    Size
--------------------------------------------
<C>    <S>                       <C>
  37   Partitions                  48x65H
   7   Partitions                  36x43H
   S   Partitions                  24x65H
  12   Worksurface w/Ped.          48x24
   2   Worksurface no/Ped.         48x24
  10   Corner Units                48x48
  20   Open Shelf                  48x12
   3   File Cabinets               15x29x40H


<CAPTION>
White Workstations
------------------
  Qty       Item                    Size
--------------------------------------------
<C>    <S>                       <C>
   1   Corner Unit                     48x48
   1   Corner Unit                     45x45
   1   Desk with Pedestal              60x30
   3   Desk, no Pedestal               48x30
   4   Open Shelf                  30x12x29H
   4   Open Shelf                  36x12x29H
   1   Open Shelf                  36x19x29H


<CAPTION>
Built-Ins
---------
<C>    <S>                       <C>
   1   Open Shelf                 21 ft x l8"
   1   Closed Storage            9.75ft x 18"


<CAPTION>
Chairs
------
<C>    <S>
  13   Black Conference
  14   Gray Swivel
  27   Teal Classroom

Cafeteria
---------
<C>    <S>                       <C>
   1   Refrigerator
   1   Square Table                    36x36
   3   Round Table                   24" dia
  14   White Chairs
   1   White Table w/Umbrella


<CAPTION>
13 Waste Baskets
----------------

</TABLE>
<PAGE>

                                LEASE AGREEMENT


1. Basic Provisions ("Basic Provisions")

        1.1 PARTIES: This Lease ("LEASE"), dated for reference purposes only,
November 4th, 1994, is made by and between MCLELLAN ESTATE COMPANY, INC., a
         ---
California corporation, ("LESSOR") and ORBITEK ENGINEERING, INC., a California
corporation, ("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 2220 Martin Avenue, Santa Clara, located in the
County of Santa Clara, State of California, and generally described as a
thirteen thousand four hundred (13,400) square foot portion of the larger
industrial building at the above address ("PREMISES") (See Exhibit "A", attached
hereto). (See Paragraph 2 for further provisions.)

        1.3 TERM: The term of this Lease shall be for five (5) years and twenty-
three (23) days ("ORIGINAL TERM"), commencing on the seventh (7th) day of
November, 1994 ("COMMENCEMENT DATE") and ending on the thirtieth (30th) day of
November, 1999 ("EXPIRATION DATE").

        1.4 EARLY POSSESSION: ("EARLY POSSESSION DATE").  (See Paragraphs 3.2
and 3.3 for further provisions.)

        The rent for the period November 7, 1994 to November 30, 1994 shall be
paid by the present Lessee, Praxair, Inc.

        1.5 BASE RENT: The total Base Rent payable for the period commencing
December 1, 1994 and ending December 31, 1994, shall be the sum of Nine Thousand
Three Hundred Eighty Dollars ($9,380); said sum shall be payable as follows:

        Upon execution of this Lease, Lessee shall pay to Lessor the sum of Nine
Thousand Three Hundred Eighty Dollars ($9,380); said sum representing the first
month's rent, in addition to the Security Deposit set forth in Paragraph 1.7.

        1.6  BASE RENT ADJUSTMENT: The Base Rent shall be adjusted as follows:

        The total rent payable for the period commencing January 1, 1995 and
ending November 30, 1995 shall be the sum of One Hundred Nine Thousand Seventy-
Six Dollars ($109,076); said sum shall be payable as follows:

        Commencing January 1, 1995 and continuing each and every month
thereafter through November 30, 1995, the rent payable by Lessee shall be the
sum of Nine Thousand Nine Hundred Sixteen Dollars ($9,916).

                                       1
<PAGE>

        The total rent payable for the period commencing December 1, 1995 and
ending November 30, 1999 shall be the sum of Four Hundred Eighty-Eight Thousand
Eight Hundred Thirty-Two Dollars ($488,832); said sum shall be payable as
follows:

        Commencing December 1, 1995 and continuing each and every month
thereafter through November 30, 1999, the rent payable by Lessee shall be the
sum of Ten Thousand One Hundred Eighty-Four Dollars ($l0,184).

        1.7  SECURITY DEPOSIT: Upon execution of this Lease, Lessee shall pay to
Lessor the sum of Nine Thousand Seven Hundred Twenty-eight Dollars ($9,728.00);
said sum representing a Security Deposit ("SECURITY DEPOSIT").  (See Paragraph 5
for further provisions.)

        1.8  PERMITTED USE: General office and industrial use, and other related
legal uses. (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: Collier & Parrish International
is acting in a dual capacity representing both Lessor and Lessee.

        1.11  IMPROVEMENTS. Lessor shall, at Lessor's expense, construct certain
improvements to the leased Premises as described on the attached Exhibits B, C
and D; said improvements shall be completed on or prior to December 1, 1994 and
shall be subject to Lessee's execution of this Lease and the City of Santa Clara
Building and Fire Departments' approval of said improvements.  The costs of the
improvements set forth in Exhibits B, C and D shall be amortized into the base
monthly rent over the term of the Lease at a rate of return of Ten Percent
(10%); said amount shall be along with and in addition to the base monthly rent
set forth hereinabove. Lessee shall have the option to have its contractor bid
out and construct said improvements, which contractor shall be subject to the
approval of Lessor; Lessor's approval shall not be unreasonably withheld.

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

                                       2
<PAGE>

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, electrical system including 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. In addition, Lessor warrants the roof to be structurally
sound and free from leaks.  If a noncompliance 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 noncompliance, 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. Notwithstanding anything to the contrary
contained in this paragraph, Lessor warrants for the first twelve (12) months of
the term of this Lease that the heating and air conditioning unit is in good
working order and that the roof is structurally sound and free from leaks.

        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

                                       3
<PAGE>

warranties with respect to the said matters other than as set forth in this
lease.

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 to 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 thirty (30) 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

                                       4
<PAGE>

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. 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.

        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

                                       5
<PAGE>

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, byproducts 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.
In addition, the term "HAZARDOUS SUBSTANCE" shall mean any substance or material
which has been determined to be capable of posing a risk of injury to health,
safety or property including, but not limited to, all of those materials and
substances now or at any later time designated or defined as "hazardous" or
"toxic" by: (aa) the Environmental Protection Agency, the California Water
Quality Control Board, the Department of Labor, the California Department of
Industrial Relations, the Department of Transportation, the Department of
Agriculture, the Consumer Product Safety Commission, the Department of Health
and Human Services, the Food and Drug Agency, or any other governmental agency
now or hereafter authorized to regulate materials and substances in the
environment; or by (bb) the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, 42 U.S.C. 9601, et seq., as amended; the Hazardous
                                           -- ---
Materials Transportation Act; 49 U.S.C. Section 1801, et seq., as amended; the
                                                      -- ---
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as
                                                                -- ---
amended; the Hazardous Waste Control Law, California Health & Safety Code
Section 25100, et seq., as amended; Sections 66680 through 66685 of Title 22 of
               -- ---
the California Administration Code, Division 4, Chapter 30, as amended; and in
the regulations adopted and publications promulgated pursuant to said laws.
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,

                                       6
<PAGE>

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 6 shall include, but
not be limited to, the effects of any contamination or bodily injury to person,
or damage to real or personal property or the environment created or suffered by
Lessee, any reduction in the fair market value or fair rental value of the
Premises, 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. The appearance of any Hazardous Substance in or about the Premises
shall be deemed an event of default and shall not be deemed an event of damage
or destruction which Lessor may be required to repair.  Lessee shall not suffer
any lien to be recorded against the Premises as a consequence of a Hazardous
Substance in or about the Premises. Lessor represents that, to the best of
Lessor's knowledge, there are no Hazardous Substances on the demised premises.
Lessor shall indemnify Lessee against any Hazardous Substances that are
determined to have existed prior to the commencement date of this lease.

                                       7
<PAGE>

        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.

        6.5  MATERIAL'S AFFECT ON ASSIGNMENT AND SUBLETTING. It shall not be
unreasonable for Lessor to withhold its consent to any proposed assignment or
subletting if the proposed assignee or sublessee has been required by any prior
lessor, lender or governmental authority to "clean up" Hazardous Substances.

                                       7
<PAGE>

        6.6  SURRENDER. Lessee shall surrender the Premises to Lessor upon the
expiration or earlier termination of the Lease free of any Hazardous Substances
caused by or brought upon the Premises by Lessee.  If Lessee fails to so
surrender the Premises, Lessee shall indemnify and hold Lessor harmless from all
damages resulting from Lessee's failure to surrender the Premises as required by
this paragraph, including, without limitation, any claims or damages in
connection with the condition of the Premises including, without limitation,
damages occasioned by the inability to relet the Premises or a reduction in the
fair market and/or rental value of the Premises by reason of the existence of
any Hazardous Substance in or around the Premises.

        (a) At the conclusion of this agreement, Lessee shall at its sole cost,
furnish to Lessor such certificate of compliance with local, state or federal
"toxics laws" as may be required for occupancy of the Premises by a new Lessee.

        (b) Notwithstanding any provision to the contrary in this Lease, if any
action is required to be taken by a governmental authority to clean up, monitor
or remove a Hazardous Substance from the Premises introduced by Lessee and such
action is not completed prior to the expiration or earlier termination of the
Lease, then Lessor shall be entitled to recover all lost rent at the current
lease rate until the Premises are available for reletting.

        6.7  USE PROHIBITED. Lessee shall not commit, or suffer to be committed,
any waste upon the said Premises, or any nuisance, or other act or thing which
may disturb the quiet enjoyment of any tenant in or around the buildings in
which the Premises may be located, or allow any sale by auction upon the
Premises, or allow the Premises to be used for any improper, immoral, unlawful
or objectionable purpose, or place any loads upon the floor, walls, or ceiling
which endanger the structure, or place any harmful liquids in the drainage
system of the building. No waste materials or refuse shall be dumped upon or
permitted to remain upon any part of the Premises outside of the building
proper.  No materials, supplies, equipment, finished products, or semi-finished
products, raw materials, or other articles of any nature shall be stored upon or
permitted to remain on any portion of the Premises outside of the building
proper.

7.  MAINTENANCE; REPAIR; 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,

                                       8
<PAGE>

keep the Premises and every part thereof in good order, condition and
repair (whether or not such portion of the Premises requiring repair, 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,
including smoke detection systems and equipment, fire hydrants, fixtures,
interior walls, ceilings, floors, windows, doors, plate glass, skylights, signs
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.

        (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, and (ii) smoke detection devices.

        (c) Lessor shall procure and maintain contracts for maintaining (i)
landscaping, irrigation and drainage systems, (ii) asphalt, parking lot,
retaining walls and fencing, (iii) fire alarm system, (iv) fire sprinklers
and/or standpipe and hose or other automatic fire extinguishing systems,
including fire sprinklers, and (v) toilets; Lessee shall be responsible for its
prorata share of the costs of maintaining the items set forth in this Paragraph
7.1(c). Lessee may, from time to time, request Lessor provide Lessee with
documentation in support of said costs.

        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

                                      10
<PAGE>

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, other than the
foundation, exterior walls, roof structure and roofing, all other obligations to
repair and maintain 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,
communication 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

                                      11
<PAGE>

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

                                      12
<PAGE>

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 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 claim.  Premiums of 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.  If the
Premises is a part of a larger building, Lessee's liability for payment of the
applicable insurance premiums shall be prorated so as to reflect its
proportionate share of the premiums attributable to the leased Premises.

        8.2  LIABILITY INSURANCE.

        (a) CARRIED BY LESSEE. Lessee shall obtain and keep in force during the
term to 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-

                                      13
<PAGE>

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(S)"), 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 One Thousand Dollars
($1,000)

                                      14
<PAGE>

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) LEASEHOLD 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 One Thousand
Dollars ($1000.00) 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.

                                      15
<PAGE>

        8.5  WORKERS' COMPENSATION INSURANCE. In addition to the insurance
requirement of Paragraph 8 of this Lease, Lessee shall maintain a policy or
policies of Workers' Compensation Insurance and any other employee benefit
insurance sufficient to comply with all laws.

        8.6  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 cancelable or subject to
modification except after thirty (30) days prior written notice to Lessor.
Lessee shall at least thirty (30) days prior to the expiration of such policies,
furnish Lessor with evidence of renewals or "insurance binders" evidencing
renewal thereof, or Lessor may order such insurance and charge the cost thereof
to Lessee, which amount shall be payable by Lessee to Lessor upon demand. 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.

        8.7  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.

        8.8  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 or 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

                                      16
<PAGE>

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.

        8.9  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 tire, 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 or neglect of
any other Lessee 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) "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.

        (b) "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.

        (c) "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.

                                      17
<PAGE>

        9.2  INSURED LOSS. In the event a Partial Damage or Destruction occurs
to the Premises during the term of this Lease, which Damage or Destruction is an
Insured Loss, 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, but in no event later than six months from the
date of damage, 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 Ten Thousand
Dollars ($10,000) or less, and, in such an event, Lessor shall make the
insurance proceeds available to Lessee on a reasonable basis for that purpose.
If the repairs have not been completed within six months from the date of damage
subject to the provisions of Paragraph 9.10, Lessee shall have the option to
terminate this Lease.  Notwithstanding the foregoing, if the required insurance
was not in force or the insurance proceeds are not sufficient to affect such
repairs, 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.
Partial Damage to the Premises due to flood or earthquake shall be subject to
Paragraph 9.3 rather than Paragraph 9.2, notwithstanding that there may be some
insurance coverage, but the net proceeds of any such insurance shall be made
available for the repairs if made by either Party. Notwithstanding anything to
the contrary contained in this Paragraph 9.2, if the required insurance was not
in force or the insurance proceeds are not sufficient to affect repairs and the
Damage or Destruction was caused by a negligent or willful act of Lessor, Lessor
shall make the repairs at Lessor's expense.

                                      18
<PAGE>

        9.3 UNINSURED LOSS. In the event a Partial Damage or Destruction occurs
to the Premises during the term of this Lease, which Damage or Destruction is
not an Insured Loss, unless caused by a negligent or wilful 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, but in no event later than six (6) months from the
date of damage, subject to the provisions of Paragraph 9.10, 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, but in no event later than six months (6) from the date of damage, 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. Notwithstanding anything to the contrary contained in this
Paragraph 9.3, if the damage or destruction was caused by a negligent or wilful
act of Lessor, Lessor shall make any such repairs at Lessor's expense.

        9.4  TOTAL DESTRUCTION.  Subject to the provisions of Paragraphs 9.5 and
9.6, if at any time during the term of this Lease the Premises are totally
destroyed (including any destruction required by an authorized public
authority), Lessor may, at Lessor's option, either (i) repair such Damage or
Destruction, but not Lessee's fixtures, equipment or tenant improvements, as
soon as reasonably possible, but in no event later than six (6) months from the
date of Damage or Destruction subject to the provisions of Paragraph 9.10, at
Lessor's expense, and this Lease shall continue in full force and effect, or
(ii) give written notice to Lessee within thirty (30) days after the date of
occurrence of such damage of Lessor's intention to cancel and terminate this
Lease, in which case this Lease shall be cancelled and terminated as of the date
of the occurrence of such damage. 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.

                                      19
<PAGE>

        9.5  DAMAGE NEAR END OF TERM.

        (a) Notwithstanding  Paragraph 9.2,  in the  event substantial Damage or
Destruction occurs to the Premises during the last six (6) months of the term of
this Lease, whether or not an Insured Loss, and Lessee has not exercised the
option to extend this Lease granted herein, Lessor or Lessee may, at their
option, terminate this Lease as of the date of occurrence of such damage

        (b) Notwithstanding Paragraph 9.4, in the event Lessee has exercised the
option to extend or renew this Lease, Lessor shall, at Lessor's expense, repair
such damage, but not Lessee's fixtures, equipment or tenant improvements,
promptly, and this Lease shall continue in full force and effect.  The repairs
of any such Damage or Destruction shall be governed by and in accordance with
the provisions set forth in Paragraphs 9.2 and 9.3 hereinabove.

        9.6  ABATEMENT OF RENT;  LESSEE'S REMEDIES.

        (a) In the event of damage described in Paragraph 9.2 (Partial Damage-
Insured) and in the event Lessee has not elected to terminate this Lease as a
result of Lessor's failure to repair the damage within the time frame set forth
in Paragraph 9.2, 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 promptly within sixty
(60) days, subject to the provision of Paragraph 9.10, 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

                                      20
<PAGE>

force and effect. "COMMENCE" as used in this Paragraph shall mean the beginning
of the actual work on the Premises.

        9.7  HAZARDOUS SUBSTANCE CONDITION.  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 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 then required to be, used by Lessor under the terms
of this Lease.

        9.9  LESSOR'S OBLIGATIONS, WAIVER OF STATUTES.  If Lessor elects or is
required hereunder to repair, reconstruct or to restore the Premises after any
Damage or Destruction thereto, Lessee shall, as an added expense, as soon as
reasonably practicable, replace or fully repair, reconstruct or restore its
improvements, betterments, fixtures, exterior signs, merchandise



* Lessor shall indemnify and hold lessee harmless for any and all damages that
  lessee may suffer as a result of any hazardous substance discovered on the
  premises and attributed to a prior occupant of the premises

                                      21
<PAGE>

and property. 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.

      9.10  UNAVOIDABLE DELAYS. Any prevention, delay caused by fault or neglect
of Lessee, stoppage due to strikes, lockout, sabotage, labor disputes, acts of
God, power failures, fire or other casualty, freight embargos, rainy or stormy
weather, inability to obtain materials, supplies or fuels or reasonable
substitutes therefore, governmental restrictions, governmental regulations,
governmental controls, an enemy or hostile governmental actions, war or war-like
operations, civil commotion and other causes beyond the reasonable control of
the Lessor shall excuse performance by Lessor of any of Lessor's obligation
under this Lease for a period equal to any such delay, prevention or stoppage.

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

                                      22
<PAGE>

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 valuations
assigned in the assessor's work sheets or such other information as may be
reasonably available. Lessor's reasonable determination thereof, in good faith,
shall be conclusive.

      10.4  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

                                      23
<PAGE>

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 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 this 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,

                                      24
<PAGE>

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. 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.

        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 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.

                                      25
<PAGE>

        (e) Each request for consent to any 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.

        (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 two (2) 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  FACTORS DETERMINING LESSOR'S CONSENT. Lessor and Lessee agree that
any one of the following factors, or any other reasonable factor, will be
reasonable grounds for deciding Lessee's request to assign or sublet the
Premises:

        (a) Financial strength of the proposed sublessee/assignee;

        (b) Business reputation of the proposed sublessee/ assignee;

        (c) Use of the Premises by the proposed sublessee/ assignee must be
identical to the use permitted by this Lease;

        (d) Use of the Premises by the proposed sublessee/assignee will not
violate or create any potential violation of any laws;

        (e) Use of the Premises will not violate any other agreements effecting
the Premises, the Lessor or the other lessees.

                                      26
<PAGE>

        12.4  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, collect 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 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.  Any additional rent received by Lessee from its sublessee
in excess of the rent payable by Lessee to Lessor shall be divided equally
between Lessor and Lessee.

        (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 to the
sublessee, who shall have the right to

                                      27
<PAGE>

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 cure after notice is specified herein, the failure by
Lessee to cure such Default prior to the expiration of the applicable grace
period, and shall entitle Lessor to pursue the remedies set forth in Paragraphs
13.2 and/or 13.3:

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

        (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 rescission 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 Paragraph 37, (vii) the execution of any document requested under
Paragraph 43 (Reservations), 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.

                                      28
<PAGE>

        (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 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.

        (h) Recurring or habitual late payment of rent or other curable defaults
or breaches by Lessee are damaging and detrimental to Lessor, both as a matter
of administration of the Premises and as a matter of economics. Therefore, if
during any period of twelve (12) consecutive calendar months, three or more

                                      29
<PAGE>

separate defaults occur (whether curable defaults or not) for which Lessor
issues a "habitual default notice" (as hereinafter defined) to Lessee, Lessee
shall be deemed to be in default of this Lease and such default shall not be
curable (a "non-curable default"). Lessor shall have and may exercise all of the
rights and remedies available to Lessor by law and as specified in this Lease
with regard to any such non-curable default. If the provisions of California
Code of Civil Procedure Section 1161 as amended do not apply to, or are not
available for, a non-curable default, Lessor may nevertheless exercise any of
the rights and remedies otherwise available to Lessor. For the purposes hereof,
a "HABITUAL DEFAULT NOTICE" shall mean and include any written notice, letter or
communication from Lessor to Lessee which reasonably notifies or draws Lessee's
attention to the fact that Lessee is then in default under, or in breach of,
this Lease and that said default is considered by Lessor to be one which
constitutes a portion of a non-curable default.

        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 pursuant to Civil Code Section
1951.2 as amended: (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

                                      30
<PAGE>

of recovering possession of the Premises, expenses of reletting, including
necessary renovation and alteration of the Premises, reasonable attorneys' 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. 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). If 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 36 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.

        (e) In the event any personal property of Lessee remains at the Premises
after Lessee has vacated, it shall be dealt with

                                      31
<PAGE>

in accordance with the statutory procedures established in California Civil
Code, Sections 1980 et seq. or any subsequent procedures established by law to
deal with the disposition of personal property of Lessee remaining on the
Premises after Lessee has vacated.

        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
"lNDUCEMENT 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 ten (10) days
after such amount shall be due, then, without any requirement for notice to
Lessee, Lessee shall pay to Lessor a late charge equal to 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.

                                      32
<PAGE>

        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.

        14.1  If the Premises or any portion thereof are taken under the power
of eminent domain or sold under the threat of the exercise of said power (all of
which are herein called "CONDEMNATION"), this Lease shall terminate as to the
part so taken as of the date the condemning authority takes title or possession,
whichever first occurs.  If more than ten percent (10%) of the floor area of the
Premises, or more than twenty-five percent (25%) of the 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

                                      33
<PAGE>

responsible for the payment of any amount in excess of such net severance
damages required to complete such repair.

        14.2  If (i) any action or proceeding is commenced for such taking of
the Premises or any part thereof, or if Lessor is advised in writing by any
entity or body having the right or power of condemnation of its intention to
condemn the Premises or any portion thereof, or (ii) any of the foregoing events
occur with respect to the taking of any space in the building of which the
Premises are a part not Leased hereby, or if any such spaces taken or conveyed
in lieu of such taking and Lessor shall decide to discontinue the use and
operation of the building of which the Premises are a part, or decide to
demolish, alter or rebuild the building of which the Premises are a part, then
in any such event Lessor may at Lessor's option, terminate this Lease by giving
Lessee written notice thereof within thirty (30) days of any such events
occurring, which termination shall take place sixty (60) days following such
notice or on the date on which title to the Premises shall vest in the
condemnor.

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.

        15.3  In the event of termination because of a breach of this Lease,
Lessee shall pay to Lessor that portion of the leasing commission paid by Lessor
applicable to the unexpired term of this Lease.

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

                                      34
<PAGE>

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 twelve percent (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

                                      35
<PAGE>

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.

                                      36
<PAGE>

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 court
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

                                      37
<PAGE>

respect to events occurring prior to acquisition of ownership, (ii) be subject
to any offsets or defenses which Lessee might have against any prior Lessor, or
(iii) be bound by prepayment of more than one month's rent.

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

        30.4  SELF-EXECUTING.  The agreements contained in this Paragraph 30
shall be effective without the execution of any further documents; provided,
however, that, upon written request from Lessor or a Lender in connection with a
sale, financing or refinancing of 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 fee 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"

                                      38
<PAGE>

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
applicable governmental codes and 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 consent to any act, assignment of this Lease or subletting of
the Premises by Lessee shall not constitute an acknowledgment 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

                                      39
<PAGE>

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, the form of the
guaranty to be executed by each such Guarantor shall be similar to 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 or,
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 signatures 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" means
the right of first refusal to lease other property of Lessor or the right of
first offer to lease other property of Lessor.

        39.2  OPTIONS PERSONAL TO ORIGINAL LESSEE. The 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.

                                      40
<PAGE>

        39.3  EFFECT OF DEFAULT ON OPTION.

        (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 or more notices of Default under Paragraph 13.1 during any twelve
month period, whether or not the Defaults are cured, or (iii) if Lessee commits
a Breach of this Lease.

        39.4  OPTION TO LEASE ADDITIONAL ADJOINING PROPERTY OF LESSOR. Lessee is
given an option to lease additional adjacent expansion space from Lessor on all
of the provisions contained in this Lease except for rent for the five (5) year
                                          ------ --- ----
period of this Lease. Lessor shall notify Lessee of Lessor's intention to lease
additional adjacent space and the rent, and/or of a proposal of a third party to
lease said space that is acceptable to Lessor. If Lessee, within ten (10) days
after receipt of Lessor's notice, indicates in writing its agreement to lease
the adjacent expansion space, the expansion space shall be included within the
premises and leased to Lessee pursuant to the provisions of this Lease. However,
the rent payable under the Lease shall be the amount set forth in Lessor's
notice for the expansion space in addition to the amount payable under the
Lease.  The parties shall immediately execute an amendment to this Lease stating
the addition of the expansion to the premises.

        If Lessee does not indicate within ten (10) days its agreement to lease
the adjacent expansion space, Lessor shall thereafter have the right to lease
the adjacent expansion space or part of it to a third party at the rent stated
in the notice.

                                      41
<PAGE>

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 lessees of such other buildings and
their invitees, and that Lessee will pay its fair share of common expenses
incurred in connection therewith.

41.  COMMON AREA.

         (a) DEFINITION. Lessee acknowledges that the demised premises are part
of a larger building owned by Lessor and that Lessor leases the adjoining space
to a separate and distinct tenant.  The term "COMMON AREA" is defined as all
areas and facilities outside the Premises and within the exterior boundary line
of the building of which the Leased Premises are a part that are provided and
designated by the Lessor from time to time for the general non-exclusive use of
Lessor, Lessee and other lessees of the building and their respective employees,
suppliers, shippers, customers and invitees, including parking areas, loading
and unloading areas, trash areas, roadways, sidewalks, walkways, parkways,
driveways and landscape areas.

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

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

                                      42
<PAGE>

        (d) COMMON AREAS - CHANGES.  Lessor shall have the right, in Lessor's
sole discretion, from time to time: (i) To make changes to the Common Areas,
including, without limitation, changes in the location, size, shape and number
of driveways, entrances, parking spaces, parking area, loading and unloading
areas, ingress, egress, direction of traffic, landscaped areas and walkways;
(ii) To close temporarily any of the Common Areas for maintenance purposes so
long as reasonable access to the Premises remains available;  (iii) To
designate other land outside the boundaries of the Common Areas to be a part of
the Common Areas; (iv) To add additional buildings and improvements to the
Common Areas; (v) To use the Common Areas while engaged in making additional
improvements, repairs or alterations to the existing buildings, or any portion
thereof;  (vi) To do and perform such other acts and make such other changes
in, to or with respect to the Common Areas as Lessor may, in the exercise of
sound business judgment, deem to be appropriate;  (vii) Lessor reserves the
right to use the air space above the Common Areas for construction of
improvements or for any other purpose so long as such use does not unreasonably
interfere with the non-exclusive right to use the surface of the Common Areas
granted to Lessee by this Lease. In exercising any such rights regarding the
Common Area as set forth hereinabove, Lessor shall make a reasonable effort to
minimize any disruption to Lessee's business.

          (e) PARKING.  The parking spaces allocated to the demised Premises,
are delineated in Exhibit "E", attached hereto and incorporated by reference
herein.  Lessee shall take all necessary measures to avoid utilizing, during
normal business hours, visitor and executive parking for all other tenants
occupying the Premises located within the Martin Business Center.

42. 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.

43.  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.

44.  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

                                      43
<PAGE>

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.

45. 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.

46.  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.

47.  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.

48. 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.

49.  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.

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<PAGE>

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    November 4, 1994             on      November 4th, 1994
   ------------------------------     ------------------------------


LESSOR:                            LESSEE:

MCLELLAN ESTATE COMPANY, INC.,     ORBITEK ENGINEERING, INC.,
a California Corporation           a California Corporation


By:   /s/ Laureston H. McLellan   By:
    -----------------------------     -------------------------------
    Laureston H. McLellan
    President
    707 Old County Road                Address: 2220 Martin Ave.
    Belmont, California 94002          Santa Clara, CA 95050

Tel. No.: (415) 592-5650           Tel. No.: (____) _________________
           ---  --------
Fax  No.: (415) 592-5774           Fax  No.: (____) _________________
           ---  --------

<PAGE>

                              MEMORANDUM OF LEASE


          McLELLAN ESTATE COMPANY, Inc., a California corporation, hereby leases
to ORBITEK ENGINEERING, INC., a California corporation, for the term beginning
the first (1st) day of November, 1994 and continuing for a period of five (5)
years, ending on the thirty-first (31st) day of October, 1999, the following
property:

             13,400 square feet of the larger industrial building located at
             2220 Martin Avenue in the City of Santa Clara, County of Santa
             Clara, State of California.

          The provisions set forth in a written Lease Agreement between the
parties dated the 4th day of November, 1994, are hereby incorporated in this
                  ---        --------
memorandum.

          Executed this 4th day of November, 1994, at Santa Clara, California.
                        ---        --------           -----------


LESSOR:                            LESSEE:

McLELLAN ESTATE COMPANY, INC.,     ORBITEK ENGINEERING, INC.,
a California Corporation           a California Corporation


By:   /s/ Laureston H. McLellan        By:
    -----------------------------  -------------------------------
    Laureston H. McLellan
    President
    707 Old County Road                Address: 2220 Martin Ave.
    Belmont, California 94002          Santa Clara, CA 95050

<PAGE>

                                                                       EXHIBIT A



Building Layout.
<PAGE>

                               AMENDMENT TO LEASE

This Amendment to Lease is made and entered into as of July 17, 1995 by and
between McLELLAN ESTATE CO. ("LESSOR") and ORBITEK ENGINEERING, INC. ("LESSEE").

                                    RECITALS

     A.  Lessor and Lessee have previously entered into that certain Lease
agreement dated November 4, 1994 and amended November 23, 1994 for a portion of
an industrial building located at 2210-2220 Martin Avenue, Santa Clara,
California.

     B.  Lessor and Lessee desire to amend the lease and the amendment dated
November 23, 1994 to reflect their agreement with respect to the Base Rent and
square footage of the leased space for the balance of the lease term.

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

     1. The leased premises shall consist of 32,806 (plus or minus) square feet.
This is a result of absorbing 18,166 square feet from CMX Corporation at 2230
Martin Avenue.

     2.  The monthly rent for August 1995 shall be TWENTY-TWO THOUSAND FOUR
HUNDRED SIXTY ($22,460.00) DOLLARS based on the current paid along with the rent
for the space absorbed from CMX. The rent for August 1995 and each month
thereafter shall be $22,460.00 through October 31, 1997.  Effective November 1,
1997 and through November 30, 1999, the monthly rent shall increase to TWENTY-
SIX THOUSAND NINE HUNDRED TWENTY-SIX ($26,926.00) DOLLARS.

     4.  Except as modified herein, the lease and each of its terms and
conditions shall remain in full force and effect.

Lessor:

McLELLAN ESTATE CO.

By: /s/ Laureston H. McLellan
   --------------------------

Date:       7/20/95
     ------------------------

<PAGE>

Lessee:

ORBITEK ENGINEERING, INC.

By: /s/   J. Lynn Elliott
   ------------------------

Date:        7-20-95
     ----------------------
<PAGE>

                                                                       EXHIBIT B


Floor Plan