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                                                                    EXHIBIT 10.8

            [AIR LOGO] AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
            STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE--NET
               (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)

1.   Basic Provisions ("Basic Provisions")

     1.1 PARTIES: This Lease ("Lease"), dated for reference purposes only, May
5, 1997, is made by and between Klein-Miller Investment Co., a general
                                --------------------------------------
partnership ("LESSOR") and Javelin Systems, Inc., a Delaware corporation 
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("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 as 1881 Langley Avenue, Irvine, located in the County of Orange, State of
         ---------------------------                           ------
California 92714, and generally described as (describe briefly the nature of the
----------------
property and, if applicable, the "PROJECT", if the property is located within a 
Project) an approximate 12,880 square foot industrial building and adjacent 
         -------------------------------------------------------------------  
parking.                                ("PREMISES") (See also Paragraph 2)
--------        

     1.3  TERM: 5  years and 0  months ("ORIGINAL TERM") commencing
               ---          ---
July 1, 1997  ("COMMENCEMENT DATE") and ending June 30, 2002 
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("EXPIRATION DATE").  (See also Paragraph 3)

     1.4  EARLY POSSESSION:  JUNE 1, 1997 ("EARLY POSSESSION DATE").  (See also 
                             ------------   
Paragraphs 3.2 and 3.3)

     1.5  BASE RENT: $8,565.20 per month ("BASE RENT"), payable on the 1st day
                     ---------                                         ---
of each month commencing July 1, 1997  (See also Paragraph 4) 
                         ------------ 
[x]  If this box is checked, there are provisions in this Lease for the Base
Rent to be adjusted. See Addendum Paragraph 50.

     1.6 BASE RENT PAID UPON EXECUTION: $8,565.20 as Base Rent for the period
                                        -------------------------------------  
July 1, 1997 through July 31, 1997.
----------------------------------

     1.7  SECURITY DEPOSIT:  $ 17,130.40 ("Security Deposit").  (See also 
                             -----------
Paragraph 5) 

     1.8 AGREED USE: Offices, design, research and development, manufacturing,
                     ---------------------------------------------------------
     assembly, warehousing and marketing. (See also Paragraph 6)
     ------------------------------------

     1.9  INSURING PARTY.  Lessor is the "INSURING PARTY" unless otherwise 
stated herein.  (See also Paragraph 8)

     1.10 REAL ESTATE BROKERS: (See also Paragraph 15)

          (a) REPRESENTATION: The following real estate brokers (collectively, 
the "BROKERS") and brokerage relationships exist in this transaction (check 
applicable boxes):

[x] CB Commercial Real Estate Group, Inc., represents Lessor exclusively 
    -------------------------------------
("LESSOR'S BROKER");

[x] Daum Commercial Real Estate Services represents Lessee exclusively 
    ------------------------------------
("LESSEE'S BROKER"); or [ ]                            represents both Lessor 
                            --------------------------

and Lessee (DUAL AGENCY). 

          (b) PAYMENT TO BROKERS: Upon execution and delivery of this Lease by
both Parties, Lessor shall pay to the Broker the fee agreed to in their separate
written agreement (or if there is no such agreement, the sum of   % of the total
Base Rent for the brokerage services rendered by said Broker) in the manner
agreed to in said agreement.

     1.11 GUARANTOR. The obligations of the Lessee under this Lease are to be 
guaranteed by 
                --------------------------------------------------------
                                       ("Guarantor"). (See also Paragraph 37)
-------------------------------------- 

     1.12 ADDENDA AND EXHIBITS. Attached hereto is an Addendum or Addenda 
consisting of Paragraphs 50 through 64 and Exhibits A and B, all of which 
                         --         --              -------
constitute a part of this Lease.

     2. PREMISES.

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

     2.2 CONDITION. Lessor shall deliver the Premises to Lessee broom clean and 
free of debris on the Commencement Date or the Early Possession Date, whichever 
first occurs ("START DATE"), and, so long as the required service contracts 
described in Paragraph 7.1(b) below are obtained by Lessee within thirty (30) 
days following the Start Date, warrants that the existing electrical, plumbing, 
fire sprinkler, lighting, heating, ventilating and air conditioning systems 
("HVAC"), loading doors, if any, and all other such elements in the Premises, 
other than those constructed by Lessee, shall be in good operating condition on 
said date and that the structural elements of the roof, bearing walls and 
foundation of any buildings on the Premises (the "BUILDING") shall be free of 
material defects. If a non-compliance with said warranty exists as of the Start 
Date, Lessor shall, as Lessor's sole obligation with respect to such matter, 
except as otherwise provided in this Lease, promptly after receipt of written 
notice from Lessee setting forth with specificity the nature and extent of such 
non-compliance, rectify same at Lessor's expense. If, after the Start Date, 
Lessee does not give Lessor written notice of any non-compliance with this 
warranty within; (i) one year as to the surface of the roof and the structural 
portions of the roof, foundations and bearing walls, (ii) six (6) months as to 
the HVAC systems, (iii) thirty (30) days as to the remaining systems and other 
elements of the Building, correction of such non-compliance shall be the 
obligation of Lessee at Lessee's sole cost and expense.   See Addendum Paragraph
52

     2.3 Compliance. Lessor warrants that the improvements on the Premises
comply with all applicable laws, covenants or restrictions of record, building
codes, regulations and ordinances ("applicable requirements") in effect on the
Start 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. NOTE: Lessee is responsible for
determining whether or not the zoning is appropriate for Lessee's intended use,
and acknowledges that past uses of the Premises may no longer be allowed. If the
Premises do not comply with said warranty, Lessor shall, except as otherwise
provided, 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 the Applicable Requirements are hereafter changed (as
opposed to being in existence at the Start Date, which is addressed in Paragraph
6.2(e) below) so as to require during the term of this Lease the construction of
an addition to or an alteration of the Building, the remediation of any
Hazardous Substance, or the reinforcement or other physical modification of the
Building ("CAPITAL EXPENDITURE"), Lessor and Lessee shall allocate the cost of
such work as follows:

                          and compliance is required

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        (a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are
required as a result of the specific and unique use of the Premises by Lessee as
compared with uses by tenants in general, Lessee shall be fully responsible for
the cost thereof, provided, however that if such Capital Expenditure is required
during the last two (2) years of this Lease and the cost thereof exceeds six (6)
months' Base Rent, Lessee may instead terminate this Lease unless Lessor
notifies Lessee in writing, within ten (10) days after receipt of Lessee's
termination notice that Lessor has elected to pay the difference between the
actual cost thereof and the amount equal to six (6) months's Base Rent. If
Lessee elects termination, Lessee shall immediately cease the use of the
Premises which requires such Capital Expenditure and deliver to Lessor written
notice specifying a termination date at least ninety (90) days thereafter. Such
termination date shall, however, in no event be earlier than the last day that
Lessee could legally utilize the Premises without commencing such Capital
Expenditure.

        (b)  If such Capital Expenditure is not the result of the specific and 
unique use of the Premises by Lessee (such as, governmentally mandated seismic 
modifications), then Lessor and Lessee shall allocate the obligation to pay for 
such costs pursuant to the provisions of Paragraph 7.1(c); provided, however, 
that if such Capital Expenditure is required during the last two years of this 
Lease or if Lessor reasonably determines that it is not economically feasible to
pay its share thereof, Lessor shall have the option to terminate this Lease  
upon ninety (90) days prior written notice to Lessee unless Lessee notifies 
Lessor, in writing, within ten (10) days after receipt of Lessor's termination 
notice that Lessee will pay for such Capital Expenditure. If Lessor does not 
elect to terminate, and fails to tender its share of any such Capital 
Expenditure, Lessee may advance such funds and deduct same, with interest, from 
Rent until Lessor's share of such costs have been fully paid. If Lessee is 
unable to finance Lessor's share, or if the balance of the Rent due and payable 
for the remainder of this Lease is not sufficient to fully reimburse Lessee 
on an offset basis, Lessee shall have the right to terminate this Lease upon 
thirty (30) days written notice to Lessor.

        (c)  Notwithstanding the above, the provisions concerning Capital 
Expenditures are intended to apply only to non-voluntary, unexpected, and new 
Applicable Requirements. If the Capital Expenditures are instead triggered
by Lessee as a result of an actual or proposed change in use, change in 
intensity of use, or modification to the Premises then, and in that event, 
Lessee shall be fully responsible for the cost thereof, and Lessee shall not 
have any right to terminate this Lease.

    2.4 ACKNOWLEDGEMENTS. Lessee acknowledges that: (a) it has been advised by 
Lessor and/or Brokers to satisfy itself with respect to the condition of the 
Premises (including but not limited to the electrical, HVAC and fire sprinkler 
systems, security, environmental aspects, and compliance with Applicable 
Requirements), and their suitability for Lessee's intended use, (b) Lessee has 
made such investigation as it deems necessary with reference to such matters and
assumes all responsibility therefor as the same relate to its occupancy of the 
Premises, and (c) neither Lessor, Lessor's agents, nor any Broker has made any 
oral or written representations or warranties with respect to said matters other
than as set forth in this Lease. In addition, Lessor acknowledges that: (a) 
Broker has made no representations, promises or warranties concerning Lessee's 
ability to honor the Lease or suitability to occupy the Premises, and (b) it is 
Lessor's sole responsibility to investigate the financial capability and/or 
suitability of all proposed tenants.

    2.5 LESSEE AS PRIOR OWNER/OCCUPANT. The warranties made by Lessor in 
Paragraph 2 shall be of no force or effect if immediately prior to the Start 
Date Lessee was the owner or occupant of the Premises. In such event, Lessee 
shall be responsible for any necessary corrective work.

3.  TERM.

    3.1 TERM. The Commencement Date, Expiration Date and Original Term of this 
Lease are as specified in Paragraph 1.3.
    
    3.2 EARLY POSSESSION. If Lessee totally or partially occupies the Premises
prior to the Commencement Date, the obligation to pay Base Rent shall be abated
for the period of such early possession. All other terms of this Lease
(including but not limited to the obligations to pay Real Property Taxes and
insurance premiums and to maintain the Premises) shall, however, be in effect
during such period. Any such early possession shall not affect the Expiration
Date.

    3.3 DELAY IN POSSESSION. Lessor agrees to use its best commercially
reasonable efforts to deliver possession of the Premises to Lessee by the
Commencement Date. If, despite said efforts, Lessor is unable to deliver
possession as agreed, Lessor shall not be subject to any liability therefor, nor
shall such failure affect the validity of this Lease. Lessee shall not, however,
be obligated to pay Rent or perform its other obligations until it receives
possession of the Premises. If possession is not delivered within sixty (60)
days after the Commencement Date, Lessee may, at its option, by notice in
writing within ten (10) days after the end of such sixty (60) day period, cancel
this Lease, in which event the Parties shall be discharged from all obligations
hereunder. If such written notice is not received by Lessor within said ten (10)
day period, Lessee's right to cancel shall terminate. Except as otherwise
provided, if possession is not tendered to Lessee when required and Lessee does
not terminate this Lease, as aforesaid, any period of rent abatement 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 or
omissions of Lessee. If possession of the Premises is not delivered with four
(4) months after the Commencement Date, this Lease shall terminate unless other
agreements are reached between Lessor and Lessee, in writing.

    3.4 LESSEE COMPLIANCE. Lessor shall not be required to tender possession of
the Premises to Lessee until Lessee complies with its obligation to provide
evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee
shall be required to perform all of its obligations under this Lease from and
after the Start Date, including the payment of Rent, notwithstanding Lessor's
election to withhold possession pending receipt of such evidence of insurance.
Further, if Lessee is required to perform any other conditions prior to or
concurrent with the Start Date, the Start Date shall occur but Lessor may elect
to withhold possession until such conditions are satisfied.

4.  RENT.
  
    4.1. RENT DEFINED. All monetary obligations of Lessee to Lessor under the
terms of this Lease (except for the Security Deposit) are deemed to be rent
("rent").

    4.2  PAYMENT. Lessee shall cause payment of Rent 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. Rent for any period during the term hereof is for less
than one (1) full calendar month shall be prorated based upon the actual number
of days of said month. Payment of Rent shall be made to Lessor at its address
stated herein or to such other persons or place as Lessor may from time to time
designate in writing. Acceptance of a payment which is less than the amount then
due shall not be a waiver of Lessor's rights to the balance of such Rent,
regardless of Lessor's endorsement of any check so stating.
 
5.  SECURITY DEPOSIT. Lessee shall deposit with Lessor upon execution hereof the
Security Deposit as security for Lessee's faithful performance of its
Obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults
under this Lease, 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, expense, loss or damage 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 monies with Lessor sufficient to restore said Security
Deposit to the full amount required by this Lease. If the Base Rent increases
during the term of this Lease, Lessee shall, upon written request from the
Lessor, deposit additional moneys with Lessor so that the total amount of the
Security Deposit shall at all times bear the same proportion to the increased
Base Rent as the initial Security Deposit bore to the initial Base Rent. Should
the Agreed Use be amended to accommodate a material change in the business of
Lessee or to accommodate a sublessee or assignee. Lessor shall have the right to
increase the Security Deposit to the extent necessary, in Lessor's reasonable
judgment, to account for any increased wear and tear that the Premises may
suffer as a result thereof. If a change in control of Lessee occurs during this
Lease and following such change the financial condition of Lessee is, in
Lessor's reasonable judgment, significantly reduced, Lessee shall deposit such
additional monies with Lessor as shall be sufficient to cause the Security
Deposit to be at a commercially reasonable level based on said change in
financial condition. Lessor shall not be required to keep the Security Deposit
separate from its general accounts. Within fourteen (14) days after the
expiration or termination of this Lease, if Lessor elects to apply the Security
Deposit only to unpaid Rent, and otherwise within thirty (30) days after the
Premises have been vacated pursuant to Paragraph 7.4(c) below, Lessor shall
return that portion of the Security Deposit not used or applied by Lessor. No
part of the Security Deposit shall be considered to be held in trust, to bear
interest or to be prepayment for any monies to be paid by Lessee under this
Lease.

6.  USE.  

    6.1 USE. Lessee shall use and occupy the Premises only for the Agreed Use, 
or any other legal use which is reasonably comparable thereto, and for no other 
purpose. Lessee shall not use or permit the use of the Premises in a manner that
is unlawful, creates damage, waste or a nuisance, or that disturbs owners and/or
occupants, or causes damage to neighboring properties. Lessor shall not 
unreasonably withhold

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or delay its consent to any written request for a modification of the Agreed
Use, so long as the same will not impair the structural integrity of the
improvements on the Premises or the mechanical or electrical systems therein, is
not significantly more burdensome to the Premises. If Lessor elects to withhold
consent, Lessor shall within five (5) business days after such request give
written notification of same, which notice shall include an explanation of
Lessor's objections to the change in use.

     6.2  HAZARDOUS SUBSTANCES.

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

          (b) DUTY TO INFORM LESSOR. If Lessee knows, or has reasonable cause to
believe, that a Hazardous Substance has come to be located in, on, under or
about the Premises, other than as previously consented to by Lessor, Lessee
shall immediately give written notice of such fact to Lessor, and provide Lessor
with a copy of any report, notice, claim or other documentation which it has
concerning the presence of such Hazardous Substance.

          (c) LESSEE REMEDIATION. 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 or neighboring properties, that was caused or materially contributed to
by Lessee or pertaining to or involving any Hazardous Substance brought onto the
Premises during the term of this Lease, by or for Lessee, or any third party.

          (d) LESSEE INDEMNIFICATION. Lessee shall indemnify, defend and hold
Lessor, its agents, employees, lenders and ground lessor, if any, harmless from
and against any and all loss of rents and/or damages, liabilities judgments,
claims, expenses, penalties, and attorneys' and consultants' fees arising out of
or involving any Hazardous Substance brought onto the Premises by or for lessee,
or any third party (provided, however, that Lessee shall have no liability under
this Lease with respect to underground migration of any Hazardous Substance
under the Premises from adjacent properties). Lessee's obligations shall
include, but not be limited to, the effects of any contamination or injury to
person, property or the environment created or suffered by Lessee, and the cost
of investigation, removal, remediation, restoration and/or abatement, and shall
survive the expiration or termination of this Lease. NO TERMINATION,
CANCELLATION OR RELEASE AGREEMENT ENTERED INTO BY LESSOR AND LESSEE SHALL
RELEASE LESSEE FROM ITS OBLIGATIONS UNDER THIS LEASE WITH RESPECT TO HAZARDOUS
SUBSTANCES, UNLESS SPECIFICALLY SO AGREED BY LESSOR IN WRITING AT THE TIME OF
SUCH AGREEMENT.

          (e) LESSOR INDEMNIFICATION. Lessor and its successors and assigns
shall indemnify, defend, reimburse and hold Lessee, its employees and lenders,
harmless from and against any and all environmental damages which existed as a
result of Hazardous Substances on the Premises prior to the Start Date or which
are caused by the gross negligence or intentional acts of Lessor, its agents or
employees. Lessor's obligations, as and when required by the Applicable
Requirements, shall include, but not be limited to, the cost of investigation,
removal, remediation, restoration and/or abatement, and shall survive the
expiration or termination of this Lease.

          (f) INVESTIGATIONS AND REMEDIATIONS. Lessor shall retain the
responsibility and pay for any investigations or remediation measures required
by governmental entities having jurisdiction with respect to the existence of
Hazardous Substances on the Premises prior to the Start Date. Lessee shall
cooperate fully in any such activities at the request of Lessor, including
allowing Lessor and Lessor's agents to have reasonable access to the Premises at
reasonable times in order to carry out Lessor's investigative and remedial
responsibilities.

          (g) LANDLORD TERMINATION OPTION. If a Hazardous Substance Condition
occurs during the term of this Lease, unless Lessee is legally responsible
therefor (in which case Lessee shall make the investigation and remediation
thereof required by the Applicable Requirements and this Lease shall continue in
full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and
Paragraph 13), Lessor may, at Lessor's option, either (i) investigate and
remediate such Hazardous Substance Condition, if required, as soon as
reasonably possible at Lessor's expense, in which event this Lease shall
continue in full force and effect, or (ii) if the estimated cost to remediate
such condition exceeds twelve (12) times the then monthly Base Rent or $100,000,
whichever is greater, give written notice to Lessee, within thirty (30) days
after receipt by Lessor of knowledge of the occurrence of such Hazardous
Substance Condition, of Lessor's desire to terminate this Lease as of the date
sixty (60) days following the date of such notice. In the event Lessor elects to
give a termination notice, Lessee may, within ten (10) days thereafter, give
written notice to Lessor of Lessee's commitment to pay the amount by which the
cost of the remediation of such Hazardous Substance Condition exceeds an amount
equal to twelve (12) times the then monthly Base Rent or $100,000, whichever is
greater. Lessee shall provide Lessor with said funds or satisfactory assurance
thereof within thirty (30) days following such commitment. In such event, this
Lease shall continue in full force and effect and Lessor shall proceed to make
such remediation as soon as reasonably possible after the required funds are
available If Lessee does not give such notice and provide the required funds or
assurance thereof within the time provided, this Lease shall terminate as of the
date specified in Lessor's notice of termination.

     6.3 LESSEE'S COMPLIANCE WITH APPLICABLE REQUIREMENTS. Except as otherwise
provided in this Lease, Lessee, shall, at Lessee's sole expense, fully,
diligently and in a timely manner, materially comply with all Applicable
Requirements, the requirements of any applicable fire insurance underwriter or
rating bureau, and the recommendations of Lessor's engineers and/or consultants
which relate in any manner to the Premises, without regard to whether said
requirements are now in effect or become effective after the Start Date. Lessee
shall, within ten (10) days after receipt of Lessor's written request, provide
Lessor with copies of all permits and other documents, and other information
evidencing Lessee's compliance with any Applicable Requirements specified by
Lessor, and shall immediately upon receipt, notify lessor in writing (with
copies of any documents involved) of any threatened or actual claim, notice,
citation, warning, complaint or report pertaining to or involving the failure of
Lessee or the Premises to comply with any Applicable Requirements.

     6.4 INSPECTION; COMPLIANCE. Lessor and Lessor's Lender and consultants
shall have the right to enter into 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. The cost of any such inspections shall be paid by Lessor, unless a
violation of Applicable Requirements, or a contamination is found to exist or be
imminent, or the inspection is requested or ordered by a governmental authority.
In such case, Lessee shall upon request reimburse Lessor for the cost of such
inspections, so long as such inspection is reasonably related to the violation
or contamination.

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

     7.1  LESSEE'S OBLIGATIONS. See Addendum Paragraph 53

          (a) IN GENERAL. Subject to the provisions of Paragraph 2.2
(Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable
Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14
(Condemnation), Lessee shall, at Lessee's sole expense, keep

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the Premises. Utility Installations, and Alterations in good order, condition
and repair (whether or not the portion of the Premises requiring repairs or the
means of repairing the same, are reasonably or readily accessible to Lessee, and
whether or not the need for such repairs occurs as a result of Lessees use, any
prior use, the elements or the age of such portion of the Premises), including,
but not limited to, all equipment or facilities, such as plumbing, HVAC,
electrical, lighting facilities, boilers, pressure vessels, fire protection
system, fixtures, walls (interior and exterior), foundations, ceilings, roofs,
floors, windows, doors, plate glass, skylights, landscaping, driveways, parking
lots, fences, retaining walls, signs, sidewalks and parkways located in, on, or
adjacent to the Premises. Lessee, in keeping the Premises in good order,
condition and repair, shall exercise and perform good maintenance practices,
specifically including the procurement and maintenance of the service contracts
required by Paragraph 7.1(b) below. 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. Lessee shall, during the term of this Lease, keep the exterior
appearance of the Building in a first-class condition consistent with the
exterior appearance of other similar facilities of comparable age and size in
the vicinity, including, when necessary, the exterior repainting of the
Building.

          (b) SERVICE CONTRACTS. Lessee shall, at Lessee's sole expense, procure
and maintain contracts, with copies to Lessor, in customary form and substance
for, and with contractors specializing and experienced in the maintenance of the
following equipment and improvements, ("basic elements"), if any, as and when
installed on the Premises: (i) HVAC equipment, (ii) boiler, and pressure
vessels, (iii) fire protection systems, (iv) landscaping and irrigation systems,
(v) roof covering and drains, and (vi) asphalt and parking lots, (vii)
clarifiers and (viii) any other equipment, if reasonably required by Lessor.

          (c) REPLACEMENT. Subject to Lessee's indemnification of Lessor as set
forth in Paragraph 8.7 below, and without relieving Lessee of liability
resulting from Lessee's failure to exercise and perform good maintenance
practices, if the Basic Elements described in Paragraph 7.1(b) cannot be
repaired other than at a cost which is in excess of 50% of the cost of replacing
such Basic Elements, then such Basic Elements shall be replaced by Lessor, and
the cost thereof shall be prorated between the Parties and Lessee shall only be
obligated to pay, each month during the remainder of the term of this Lease, on
the date on which Base Rent is due, an amount equal to the product of
multiplying the cost of such replacement by a fraction, the numerator of which
is one, and the denominator of which is the number of months of the useful life
of such replacement as such useful life is specified pursuant to Federal income
tax regulations or guidelines for depreciation thereof (including interest on
the unamortized balance as is then commercially reasonable in the judgment of
Lessor's accountants), with Lessee reserving the right to prepay its obligation
at any time.

     7.2  LESSOR'S OBLIGATIONS. Subject to the provisions of Paragraphs 2.2
(Condition), 2.3 (Compliance), 9 (Damage or Destruction) and (Condemnation), it
is intended by the Parties hereto that Lessor have no obligation, in any manner
whatsoever, to repair and maintain the Premises, or the equipment therein, all
of which obligations are intended to be that of the Lessee. 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, and they expressly
waive the benefit of any statute now or hereafter in effect to the extent it is
inconsistent with the terms of this Lease.

     7.3  UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS.

          (a) DEFINITIONS; CONSENT REQUIRED. The term "UTILITY INSTALLATIONS"
refers to all floor and window coverings, air lines, power panels, electrical
distribution, security and fire protection systems, communication systems,
lighting fixtures, HVAC equipment, plumbing, and fencing in or on 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, 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 pursuant
to Paragraph 7.4(a). Lessee shall not make any Alterations or Utility
Installations to the Premises without Lessor's prior written consent. Lessee
may, however, make non-structural Utility Installations to the interior of the
Premises (excluding the roof) without such consent but upon notice to Lessor, 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 this Lease as extended does not exceed $50,000 in the aggregate
or $10,000 in any one year.

          (b) CONSENT. Any Alterations or Utility Installations that Lessee
shall desire to make and which require the consent of the Lessor shall be
presented to Lessor in written form with detailed plans. Consent shall be deemed
conditioned upon Lessee's: (i) acquiring all applicable governmental permits,
(ii) furnishing Lessor with copies of both the permits and the plans and
specifications prior to commencement of the work, and (iii) compliance with all
conditions of said permits and other Applicable Requirements in a prompt and
expeditious manner. Any Alterations or Utility Installations shall be performed
in a workmanlike manner with good and sufficient materials. Lessee shall
promptly upon completion furnish Lessor with as-built plans and specifications.
For work which costs an amount equal to the greater of one month's Base Rent, or
$10,000, Lessor may condition its consent upon Lessee providing 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.

          (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 mechanic's or
materialmen's lien against the Premises or any interest therein. Lessee shall
give Lessor not less than ten (10) days notice prior to the commencement of
any work in, on or about the Premises, and Lessor shall have the right to post
notices of non-responsibility. If Lessee shall 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. If Lessor shall require, Lessee shall furnish a surety bond 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. If Lessor elects
to participate in any such action, Lessee shall pay Lessor's attorneys' fees and
costs.

     7.4  OWNERSHIP; REMOVAL; SURRENDER; AND RESTORATION.

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

          (b) REMOVAL. By delivery to Lessee of written notice from Lessor not
later than ninety (90) days prior to the end of the term of this Lease, Lessor
may require that any or all Lessee Owned Alterations or Utility Installations be
removed by the expiration or termination of this Lease. 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.

          (c) SURRENDER/RESTORATION. Lessee shall surrender the Premises by the
Expiration Date or any earlier termination date, with all of the improvements,
parts and surfaces thereof broom 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. Lessee shall repair any damage
occasioned by the installation, maintenance or removal of Trade Fixtures,
furnishings, and equipment as well as the removal of any storage tank installed
by or for the Lessee, and the removal, replacement, or remediation of any soil,
material or groundwater contaminated by Lessee. Trade Fixtures shall remain the
property of Lessee and shall be removed by Lessee. The failure by Lessee to
timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express
written consent of Lessor shall constitute a holdover under the provisions of
Paragraph 26 below.

8.   INSURANCE; INDEMNITY.

     8.1 PAYMENT FOR INSURANCE. Lessee shall pay for all insurance required
under Paragraph 8 except to the extent of the cost attributable to liability
insurance carried by Lessor under Paragraph 8.2(b) in excess of $2,000.000 per
occurrence. Premiums for policy periods commencing prior to or extending beyond
the Lease term shall be prorated to correspond to the Lease term. Payment shall
be made by Lessee to Lessor within ten (10) days following receipt of an
invoice.

     8.2 LIABILLTY INSURANCE. See Addendum Paragraph 55

         (a) CARRIED BY LESSEE. Lessee shall obtain and keep in force a
Commercial General Liability Policy of Insurance protecting Lessee

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and Lessor against claims for bodily injury, personal injury and property damage
based upon 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
$2,000,000 per occurrence with an "ADDITIONAL INSURED-MANAGERS OR LESSORS OF
PREMISES ENDORSEMENT" and contain the "AMENDMENT OF THE POLLUTION EXCLUSION
ENDORSEMENT" for damage caused by heat, smoke or fumes from a hostile fire. The
Policy shall not contain any intra-insured exclusions as between insured 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 shall not, however,
limit the liability of Lessee nor relieve Lessee of any obligation hereunder.
All insurance carried by Lessee shall be primary to and not contributory with
any similar insurance carried by Lessor, whose insurance shall be considered
excess insurance only.

          (b) CARRIED BY LESSOR. Lessor shall maintain liability insurance as
described in Paragraph 8.2(a), 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 a policy or policies in the name of Lessor, with loss payable to
Lessor and to any Lender 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 any Lenders,
but in no event more than the commercially reasonable and available insurable
value thereof. If Lessor is the Insuring Party, however, Lessee Owned
Alterations and Utility Installations, Trade Fixtures, and Lessee's personal
property 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 debris removal and the enforcement of any Applicable
Requirements requiring the upgrading, demolition, reconstruction or replacement
of any portion of the Premises as the result of a covered loss. Said policy or
policies shall also contain an agreed valuation provision in lieu of any
coinsurance clause, waiver of subrogation, and inflation guard protection
causing an increase in the annual property insurance coverage amount by a factor
of not less than the adjusted U.S. Department of Labor Consumer Price Index for
All Urban Consumers for the city nearest to where the Premises are located. If
such insurance coverage has a deductible clause, the deductible amount shall not
exceed $1,000 per occurrence, and Lessee shall be liable for such deductible
amount in the event of an Insured Loss.

          (b) RENTAL VALUE. The Insuring Party shall obtain and keep in force a
policy or policies in the name of Lessor with loss payable to Lessor and any
Lender, insuring the loss of the full Rent for one (1) year. 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 Rent 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
Rent 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 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.

     8.4  LESSEE'S PROPERTY/BUSINESS INTERRUPTION INSURANCE.

          (a) PROPERTY DAMAGE. Lessee shall obtain and maintain insurance
coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned
Alterations and Utility Installations. Such insurance shall be full replacement
cost coverage with a deductible of not to exceed $1,000 per occurrence. The
proceeds from any such insurance shall be used by Lessee for the replacement of
personal property, Trade Fixtures and Lessee Owned Alterations and Utility
Installations. Lessee shall provide Lessor with written evidence that such
insurance is in force.

          (b) BUSINESS INTERRUPTION. If reasonably available, and if Lessor
requests Lessee to do so in writing, Lessee shall obtain and maintain loss of
income and extra expense insurance in amounts as will reimburse Lessee for
direct or indirect loss of earnings attributable to all perils commonly insured
against by prudent lessees in the business of Lessee or attributable to
prevention of access to the Premises as a result of such perils.

          (c) NO REPRESENTATION OF ADEQUATE COVERAGE. Lessor makes no
representation that the limits or forms of coverage of insurance specified
herein are adequate to cover Lessee's property, business operations or
obligations under this Lease.

     8.5  INSURANCE POLICIES. Insurance required herein shall be by companies
duly licensed or admitted 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, as set forth in the most current issue of "Best's
Insurance Guide", or such other rating as may be required by a Lender. Lessee
shall not do or permit to be done anything which invalidates the required
insurance policies. Lessee shall, prior, to the Start Date, deliver to Lessor
certified copies of policies of such insurance or certificates evidencing the
existence and amounts of the required insurance. No such policy shall be
cancelable or subject to a decrease in the amount or items covered 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. Such policies shall be for a term of
at least one year, or the length of the remaining term of this Lease, whichever
is less. If either Party shall fail to procure and maintain the insurance
required to be carried by it, the other Party may, but shall not be required to,
procure and maintain the same.

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

     8.7  INDEMNITY. Except for Lessor's sole negligence, Lessee shall
indemnify, protect, defend and hold harmless the Premises, Lessor and its
agents, Lessor's master or ground lessor, partners and Lenders, from and against
any and all claims, loss of rents and/or damages, liens, judgments, penalties,
attorneys' and consultants' fees, expenses and/or liabilities arising out of,
involving, or in connection with, the use and/or occupancy of the Premises by
Lessee. If any action or proceeding is brought against Lessor by reason of any
of the foregoing matters, Lessee shall upon notice 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 defended or indemnified.

     8.8  EXEMPTION OF LESSOR FROM LIABILITY. Except in the event of fraud,
gross negligence or willful acts of Lessor, its partners, employees, agents,
directors, officers, shareholders, invitees or contractors, Lessor shall not be
liable for injury or damage to the person or goods, wares, merchandise or other
property of Lessee, Lessee's employees, contractors, invitees, customers, or any
other person in or about the Premises, whether such damage or injury is caused
by or results from fire, steam, electricity, gas, water or rain, or from the
breakage, leakage, obstruction or other defects of pipes, fire sprinklers,
wires, appliances, plumbing, HVAC 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. Lessor shall not be liable for any
damages arising from any act or neglect of any other tenant of Lessor.
Notwithstanding Lessor's negligence or breach of this Lease, Lessor shall under
no circumstances be liable for injury to Lessee's business or for any loss of
income or profit therefrom.

9.   DAMAGE OR DESTRUCTION. 

     9.1  DEFINITIONS.

          (a) "PREMISES PARTIAL DAMAGE" shall mean damage or destruction to the
improvements on the Premises, other than Lessee Owned Alterations and Utility
Installations, which can reasonably be repaired in six (6) months or less from
the date of the damage or destruction. Lessor shall notify Lessee in writing
within thirty (30) days from the date of the damage or destruction as to whether
or not the damage is Partial or Total.

          (b) "PREMISES TOTAL DESTRUCTION" shall mean damage or destruction to
the Premises, other than Lessee Owned Alterations and Utility Installations,
which cannot reasonably be repaired in six (6) months or less from the date of
the damage or destruction. Lessor shall notify Lessee in writing within thirty
(30) days from the date of the damage or destruction as to whether or not the
damage is Partial or Total.

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

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

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

     9.2  PARTIAL DAMAGE - INSURED LOSS. If a Premises Partial Damage that is an
Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage
(but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility
Installations) as soon as reasonably possible and this Lease shall continue in
full force and effect; provided, however, that Lessee shall, at Lessor's
election, make the repair of any damage or destruction the total cost to repair
of which is $10,000 or less, and, in such event, Lessor shall make any
applicable insurance proceeds available to Lessee on a reasonable basis for that
purpose. Notwithstanding the foregoing, if the required insurance was not in
force or the insurance proceeds are not sufficient to effect such repair, the
Insuring Party shall promptly contribute the shortage in proceeds (except as to
the deductible which is Lessee's responsibility) as and when required to
complete said repairs. In the event, however, such shortage 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 such funds or assurance are not received, Lessor may nevertheless
elect by written notice to Lessee within ten (10) days thereafter to: (i) 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, or have this Lease terminate thirty (30) days thereafter. Lessee shall
not be entitled to reimbursement of any funds contributed by Lessee to repair
any such damage or destruction. Premises Partial Damage due to flood or
earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be
some insurance coverage, but the net proceeds of any such insurance shall be
made available for the repairs if made by either Party.

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

     9.4  TOTAL DESTRUCTION. Notwithstanding any other provision hereof, if a
Premises Total Destruction occurs, this Lease shall terminate sixty (60) days
following such Destruction. If the damage or destruction was caused by the gross
negligence or willful misconduct of Lessee, Lessor shall have the right to
recover Lessor's damages from Lessee except as provided in Paragraph 8.6. 

     9.5  DAMAGE NEAR END OF TERM. If at any time during the last six (6) months
of this Lease there is damage for which the cost to repair exceeds one (1)
month's Base Rent, whether or not an Insured Loss, Lessor may terminate this
Lease effective sixty (60) days following the date of occurrence of such damage
by giving a written termination notice to Lessee within thirty (30) days after
the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee
at that time has an exercisable option to extend this Lease or to purchase the
Premises, then Lessee may preserve this Lease by, (a) exercising such option and
(b) providing Lessor with any shortage in insurance proceeds (or adequate
assurance thereof) needed to make the repairs on or before the earlier of (i)
the date which is ten days after Lessee's receipt of Lessor's written notice
purporting to terminate this Lease, or (ii) the day prior to the date upon which
such option expires. If Lessee duly exercises such option during such period and
provides Lessor with funds (or adequate assurance thereof) to cover any shortage
in insurance proceeds, Lessor shall, at Lessor's commercially reasonable
expense, repair such damage as soon as reasonably possible and this Lease shall
continue in full force and effect. If Lessee fails to exercise such option and
provide such funds or assurance during such period, then this Lease shall
terminate on the date specified in the termination notice and Lessee's option
shall be extinguished.

     9.6  ABATEMENT OF RENT; LESSEE'S REMEDIES.

          (a) ABATEMENT. In the event of Premises Partial Damage or Premises
Total Destruction or a Hazardous Substance Condition for which Lessee is not
responsible under this Lease, the Rent payable by Lessee for the period required
for the repair, remediation or restoration of such damage shall be abated in
proportion to the degree to which Lessee's use of the Premises is impaired, but
not to exceed the proceeds received from the Rental Value insurance. All other
obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall
have no liability for any such damage, destruction, remediation, repair or
restoration except as provided herein.

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

     9.7  TERMINATION-ADVANCE PAYMENTS. Upon termination of this Lease pursuant
to Paragraph 6.2(g) or 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.

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

10.  REAL PROPERTY TAXES.

     10.1 DEFINITION OF "REAL PROPERTY TAXES." As used herein, the term "REAL
PROPERTY TAXES" shall include any form of assessment; real estate, general,
special, ordinary or extraordinary, or rental levy or tax (other than
inheritance, personal income or estate taxes); improvement bond; and/or license
fee imposed upon or levied against any legal or equitable interest of Lessor in
the Premises, Lessor's right to other income therefrom, and/or Lessor's business
of leasing, by any authority having the direct or indirect power to tax and
where the funds are generated with reference to the Building address and where
the proceeds so generated are to be applied by the city, county or other local
taxing authority of a jurisdiction within which the Premises are located. 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 during
the term of this Lease, including but not limited to, a change in the ownership
of the Premises. See Addendum Paragraph 56. 

     10.2

          (a) PAYMENT OF TAXES. Lessee shall pay the Real Property Taxes
applicable to the Premises during the term of this Lease. Subject to Paragraph
10.2(b), all such payments shall be made at least ten (10) days prior to any
delinquency date. Lessee shall promptly furnish Lessor with satisfactory
evidence that such taxes have been paid. If any such taxes shall cover any
period of time prior to or after the expiration or

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termination of this Lease, Lessee's share of such taxes shall be prorated to
cover only that portion of the tax bill applicable to the period that this Lease
is in effect, and Lessor shall reimburse Lessee for any overpayment. If Lessee
shall fail to pay any required Real Property Taxes, Lessor shall have the right
to pay the same, and Lessee shall reimburse Lessor therefor upon demand.

          (b) ADVANCE PAYMENT. In the event Lessee incurs a late charge on any
Rent payment, Lessor may, at Lessor's option, estimate the current Real Property
Taxes, and require that such taxes 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 an amount equal to the amount of the
estimated installment of taxes divided by the number of months remaining before
the month in which said installment becomes delinquent. When the actual amount
of the applicable tax bill is known, the amount of such equal monthly advance
payments shall be adjusted as required to provide the funds needed to pay the
applicable taxes. If the amount collected by Lessor is insufficient to pay such
Real Property Taxes when due, Lessee shall pay Lessor, upon 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 its obligations under this Lease, then any balance of funds paid to Lessor
under the provisions of this Paragraph may at the option of Lessor, be treated
as an additional Security Deposit.

     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 conclusively determined by Lessor from the respective
valuations assigned in the assessor's work sheets or such other information as
may be reasonably available.

     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. When possible, Lessee shall cause such property to be assessed and
billed separately from the real property of Lessor. If any of Lessee's said
personal property shall be assessed with Lessor's real property, Lessee shall
pay Lessor the taxes attributable to Lessee's property within ten (10) days
after receipt of a written statement.

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.

12. ASSIGNMENT AND SUBLETTING.

    12.1  LESSOR'S CONSENT REQUIRED.

          (a) Lessee shall not voluntarily or by operation of law assign,
transfer mortgage or encumber (collectively, "ASSIGN OR ASSIGNMENT") or sublet
all or any part of Lessee's interest in this Lease or in the Premises without
Lessor's prior written consent.

          (d) An assignment or subletting without 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 unapproved assignment or subletting as a noncurable Breach, Lessor
may: (i) terminate this Lease.

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

     12.2 TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING. See
Addendum Paragraph 57

          (a) Regardless of Lessors 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 Rent or for the performance of any other obligations to be
performed by Lessee.

          (b) Lessor may accept 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 Rent or performance shall constitute a waiver or estoppel of
Lessor's right to exercise its remedies for Lessee's Default or Breach.

          (c) Lessor's consent to any assignment or subletting shall not
constitute a consent to any subsequent assignment or subletting.

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

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

          (f) Any assignee of, or sublessee under, this Lease shall, by reason
of accepting such assignment or entering into such sublease be deemed 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 to in writing.

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

     (a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest
in all Rent payable on any sublease, and Lessor may collect such Rent and apply
same toward Lessee's obligations under this Lease; provided, however, that until
a Breach shall occur in the performance of Lessee's obligations, Lessee may
collect said Rent. Lessor shall not, by reason of the foregoing or any
assignment of such sublease, nor by reason of the collection of Rent, be deemed
liable to the sublessee for any failure of Lessee to perform and comply with any
of Lessee's obligations to such sublessee. 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 all Rent due and to become due under the sublease.
Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to
Lessor without any obligation or right to inquire as to whether such Breach
exists, notwithstanding any claim from Lessee to the contrary.

     (b) In the event of a Breach by Lessee, Lessor may, at its option, require
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 prior Defaults or Breaches of such
sublessor.

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

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

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

13.  DEFAULT; BREACH; REMEDIES.

     13.1 DEFAULT; BREACH. A "DEFAULT" is defined as a failure by the Lessee to
comply with or perform any of the terms, covenants, conditions or rules under
this Lease. A "BREACH" is defined as the occurrence of one or more of the
following Defaults, and the failure of Lessee to cure such Default within any
applicable grace period:

          (a) The abandonment of the Premises; or the vacating of the Premises
without providing a commercially reasonable level of security, or where the
coverage of the property insurance described in Paragraph 8.3 is jeopardized as
a result thereof, or without providing reasonable assurances to minimize
potential vandalism.

          (b) The failure of Lessee to make any payment of Rent or any other
monetary payment required to be made by Lessee hereunder, whether to Lessor or
to a third party, when due, to provide reasonable evidence of insurance or
surety bond, or to fulfill any obligation under this Lease which endangers or
threatens life or property, where such failure continues for a period of three
(3) business days following written notice to Lessee.

          (c) The failure by Lessee to provide (i) reasonable written evidence
of compliance with Applicable Requirements, (ii) the service contracts, (iii)
the rescission of an unauthorized assignment or subletting, (iv) a Tenancy
Statement, (v) a requested subordination, (vi) evidence concerning any guaranty
and/or Guarantor, (vii) any document requested under Paragraph 42 (easements),
or (viii) any other documentation or information which Lessor may reasonably
require of Lessee under the terms of this Lease, where any such failure
continues for a period of ten (10) days following written notice to Lessee.

          (d) A Default by Lessee as to the terms, covenants, conditions or
provisions of this Lease, or of the rules adopted under Paragraph 40 hereof,
other than those described in subparagraphs 13.1(a), (b) or (c), above, where
such Default continues for a period of thirty (30) days after written notice;
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 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 of
any general arrangement or assignment for the benefit of creditors; (ii)
becoming a "DEBTOR" as defined in 11 U.S.C. /s/101 or any successor statute
thereto (unless, in the case of a petition filed against Lessee, the same is
dismissed within sixty (60) days); (iii) the appointment of a trustee or
receiver to take possession of substantially all of Lessee's assets located at
the Premises or of Lessee's interest in this Lease, where possession is not
restored to Lessee within thirty (30) days; or (iv) the attachment, execution or
other judicial seizure of substantially all of Lessee's assets located at the
Premises or of Lessee's interest in this Lease, where such seizure is not
discharged within thirty (30) days; provided, however, in the event that any
provision of this subparagraph (e) is contrary to any applicable law, such
provision shall be of no force or effect, and not affect the validity of the
remaining provisions.

          (f) The discovery that any financial statement of Lessee or of any
Guarantor given to Lessor 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 basis, and
Lessee's failure, within sixty (60) days following written notice of any such
event, to provide written alternative assurance or security, which, when coupled
with the then existing resources of Lessee, equals or exceeds the combined
financial resources of Lessee and the Guarantors that existed at the time of
execution of this Lease.

     13.2 REMEDIES. If Lessee fails to perform any of its affirmative duties or
obligations, within ten (10) days after written notice (or in case of an
emergency, without notice), Lessor may, at its option, 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 upon receipt of 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 by Lessee to
be by cashier's check. In the event of a Breach, Lessor may, 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:

          (a) Terminate Lessee's right to possession to the Premises by any
lawful means, in which case this Lease shall terminate and Lessee shall
immediately surrender possession to Lessor. In such event Lessor shall be
entitled to recover from Lessee: (i) the unpaid Rent which had been earned at
the time of termination; (ii) the worth at the time of award of the amount by
which the unpaid rent which would have been earned after termination until the
time of award exceeds the amount of such rental loss that the Lessee proves
could have been reasonably avoided; (iii) the worth at the time of award of the
amount by which the unpaid rent for the balance of the term after the time of
award exceeds the amount of such rental loss that the Lessee proves could be
reasonably avoided; and (iv) any other amount necessary to compensate Lessor for
all the detriment proximately caused by the Lessee's failure to perform its
obligations under this Lease or which in the ordinary course of things would be
likely to result therefrom, including but not limited to the cost of recovering
possession of the Premises, expenses of reletting, including necessary
renovation and alteration of the Premises, reasonable attorneys' fees, and that
portion of any leasing commission paid by Lessor in connection with this Lease
applicable to the unexpired term of this Lease. The worth at the time of award
of the amount referred to in provision (iii) of the immediately preceding
sentence shall be computed by discounting such amount at the discount rate of
the Federal Reserve Bank of the District within which the Premises are located
at the time of award plus one percent (1%). Efforts by Lessor to mitigate
damages caused by Lessee's Breach of this Lease shall not waive Lessor's right
to recover damages under Paragraph 12. If termination of this Lease is obtained
through the provisional remedy of unlawful detainer, Lessor shall have the right
to recover in such proceeding any unpaid Rent and damages as are recoverable
therein, or Lessor may reserve the right to recover all or any part thereof in a
separate suit. If a notice and grace period required under Paragraph 13.1 was
not previously given, a notice to pay rent or quit, or to perform or quit given
to Lessee under the unlawful detainer statute shall also constitute the notice
required by Paragraph 13.1. In such case, the applicable grace period required
by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, 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 and recover
the Rent as it becomes due, in which event Lessee may sublet or assign, subject
only to reasonable limitations. Acts of maintenance, efforts to relet, and/or
the appointment of a receiver to protect the Lessor's interests, shall not
constitute a termination of the Lessee's right to possession.

          (c) Pursue any other remedy now or hereafter available under the laws
or judicial decisions of the state wherein the Premises are located. The
expiration or termination of this Lease and/or the termination of Lessee's right
to possession shall not relieve Lessee from liability under any indemnity
provisions of this Lease as to matters occurring or accruing during the term
hereof or by reason of Lessee's occupancy of the Premises.

     13.3 INDUCEMENT RECAPTURE. Any agreement for free or abated rent or other
charges, 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. Upon Breach of this Lease
by Lessee, any such Inducement Provision shall automatically be deemed deleted
from this Lease and of no further force or effect, and any rent, other charge,
bonus, inducement or consideration theretofore abated, given or paid by Lessor
under such an Inducement Provision shall be immediately due and payable by
Lessee to Lessor, 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

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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
of Rent 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 any Lender. Accordingly, if any Rent
shall not he received by Lessor within five (5) days after such amount shall be
due, then, without any requirement for notice to Lessee, Lessee shall pay to
Lessor a one-time late charge equal to ten percent (10%) of each 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 such late
payment. 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 the exercise of 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 any
provision of this Lease to the contrary, Base Rent shall, at Lessor's option,
become due and payable quarterly in advance.

     13.5 INTEREST. 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. The interest ("INTEREST") charged shall be equal to the prime rate
charged by the largest state chartered bank in the state in which the Premises
are located plus 4%, but shall not exceed the maximum rate allowed by law.
Interest is payable in addition to the potential late charge provided for in
Paragraph 13.4.

     13.6 BREACH BY LESSOR.

          (a) NOTICE OF BREACH. 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, a reasonable
time shall in no event be less than thirty (30) days after receipt by Lessor,
and any Lender 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 are reasonably
required for its performance, then Lessor shall not be in breach if performance
is commenced within such thirty (30) day period and thereafter diligently
pursued to completion.

          (b) PERFORMANCE BY LESSEE ON BEHALF OF LESSOR. In the event that
neither Lessor nor Lender cures said breach within thirty (30) days after
receipt of said notice, or if having commenced said cure they do not diligently
pursue it to completion, then Lessee may elect to cure said breach at Lessee's
expense and offset from Rent an amount equal to the greater of one month's Base
Rent or the Security Deposit, and to pay an excess of such expense under
protest, reserving Lessee's right to reimbursement from Lessor. Lessee shall
document the cost of said cure and supply said documentation to Lessor.

14.  CONDEMNATION. If the Premises or any portion thereof are taken under the
power of eminent domain or sold under the threat of the exercise of said power
(collectively "CONDEMNATION"), this Lease shall terminate as to the part taken
as of the date the condemning authority takes title or possession, whichever
first occurs. If more than ten percent (10%) of any building, 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 proportion to the reduction in utility of
the Premises caused by such Condemnation. Condemnation awards and/or payments
shall be the property of Lessor, whether such award shall be made as
compensation for diminution in value of the leasehold, the value of the part
taken, or for severance damages; provided, however, that Lessee shall be
entitled to any compensation for Lessee's relocation expenses, loss of business
goodwill and/or Trade Fixtures, without regard to whether or not this Lease is
terminated pursuant to the provisions of this Paragraph. All Alterations and
Utility Installations made to the Premises by Lessee, for purposes of
Condemnation only, shall be considered the property of the Lessee and Lessee
shall be entitled to any and all compensation which is payable therefor. In the
event that this Lease is not terminated by reason of the Condemnation, Lessor
shall repair any damage to the Premises caused by such Condemnation.

15.  BROKERS' FEE.

     15.2 ASSUMPTION OF OBLIGATIONS. Any buyer or transferee of Lessor's
interest in this Lease shall be deemed to have assumed Lessor's obligation
hereunder. Each Broker shall be a third party beneficiary of the provisions of
Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to a Broker any amounts
due as and for commissions pertaining to this Lease when due, then such amounts
shall accrue Interest. In addition, if Lessor fails to pay any amounts to
Lessee's Broker when due, Lessee's Broker may send written notice to Lessor and
Lessee of such failure and if Lessor fails to pay such amounts within ten (10)
days after said notice, Lessee shall pay said monies to its Broker and offset
such amounts against Rent. In addition, Lessee's Broker shall be deemed to be a
third party beneficiary of any commission agreement entered into by and/or
between Lessor and Lessor's Broker.

     15.3 REPRESENTATIONS AND INDEMNITIES OF BROKER RELATIONSHIPS. Lessee and
Lessor each represent and warrant to the other that it has had no dealings with
any person, firm, broker or finder (other than the Brokers, if any) in
connection with this Lease, and that no one other than said named Brokers is
entitled to any commission or finder's fee in connection herewith. Lessee and
Lessor do each hereby agree to indemnify, protect, defend and hold the other
harmless from and against liability for compensation or charges which may be
claimed by any such unnamed broker, finder or other similar party by reason of
any dealings or actions of the indemnifying Party, including any costs,
expenses, attorneys' fees reasonably incurred with respect thereto.

16.  TENANCY STATEMENT/ESTOPPEL CERTIFICATE.

     16.1 Each Party (as "RESPONDING PARTY") shall within ten (10) days alter
written notice from the other party (the "REQUESTING PARTY") execute,
acknowledge and deliver to the Requesting Party an estoppel certificate 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, or any
part thereof, Lessee and all Guarantors shall deliver to any potential lender or
purchaser designated by Lessor such financial statements as may be reasonably
required by such lender or purchaser, including but not limited to Lessee's
financial statements for the past three (3) years. All such financial statements
shall be received by Lessor and such lender or purchaser in confidence and shall
be used only for the purposes herein set forth.

17.  DEFINITION OF LESSOR. 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 of interest in the Premises or this Lease, Lessor
shall deliver to the transferee or assignee (in cash or by credit) any unused
Security Deposit held by Lessor. 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. Notwithstanding the above, the original Lessor under this Lease, and
all subsequent holders of the Lessors interest in this Lease shall remain liable
and responsible with regard to the potential duties and liabilities of Lessor
pertaining to Hazardous Substances as outlined in Paragraph 6 above.

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.

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19.  DAYS. Unless otherwise specifically indicated to the contrary, the word
"days" as used in this Lease shall mean and refer to calendar days.

20.  LIMITATION ON LIABILITY. Except with respect to Lessor's fraud, gross
negligence or willful misconduct, the obligations of Lessor under this Lease
shall not constitute personal obligations of Lessor, the individual partners of
Lessor or its or their individual partners, directors, officers or shareholders,
and Lessee shall look to the Premises, and to no other assets of Lessor, for the
satisfaction of any liability of Lessor with respect to this Lease, and shall
not seek recourse against the individual partners of Lessor, or its or their
individual partners, directors, officers or shareholders, or any of their
personal as sets for such satisfaction.

21.  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.

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.

23.  NOTICES.

     23.1 NOTICE REQUIREMENTS. All policies required or permitted by this Lease
shall be in writing and may be delivered in person (by hand or by courier) 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 notices. Either Party may by written
notice to the other specify a different address for notice, except that upon
Lessee's taking possession of the Premises, the Premises shall constitute
Lessee's address for notice. A copy of all notices to Lessor shall be
concurrently transmitted to such party or parties at such addresses as Lessor
may from time to time hereafter designate in writing.

     23.2 DATE OF NOTICE. Any notice sent by registered or certified mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, the postmark thereon. If sent
by regular mail the notice shall be deemed given forty-eight (48) hours after
the same is addressed as required herein and mailed with postage prepaid.
Notices delivered by United States Express Mail or overnight courier that
guarantee next day delivery shall be deemed given twenty-four (24) hours after
delivery of the same to the Postal Service or courier. Notices transmitted by
facsimile transmission or similar means shall be deemed delivered upon
telephone confirmation of receipt, provided a copy is also delivered via
delivery or mail. If notice is received on a Saturday, 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. The acceptance of Rent by
Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by
Lessee may be accepted by Lessor on account of moneys or damages due Lessor,
notwithstanding any qualifying statements or conditions made by Lessee in
connection therewith, which such statements and/or conditions shall be of no
force or effect whatsoever unless specifically agreed to in writing by Lessor at
or before the time of deposit of such payment. 

25.  RECORDING. Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a short form memorandum of this
Lease for recording purposes. The Party requesting recordation shall be
responsible for payment of any fees 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 termination of this Lease.
In the event that Lessee holds over, then the Base Rent shall be increased to
one hundred fifty percent (150%) of the Base Rent applicable during the month
immediately preceding the expiration or termination. Nothing contained herein
shall be construed as consent by Lessor to any holding over by Lessee. See
Addendum Paragraph 58

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; CONSTRUCTION OF AGREEMENT. All provisions of this
Lease to be observed or performed by Lessee are both covenants and conditions.
In construing this Lease, all headings and titles are for the convenience of the
parties only and shall not be considered a part of this Lease. Whenever required
by the context, the singular shall include the plural and vice versa. This Lease
shall not be construed as if prepared by one of the parties, but rather
according to its fair meaning as a whole, as if both parties had prepared it.

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

30.  SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

     30.1 SUBORDINATION. This Lease and any Option granted hereby shall be
subject and subordinate to any ground lease, mortgage, deed of trust, or other
hypothecation or security device (collectively, "SECURITY DEVICE"), now or
hereafter placed upon the Premises, to any and all advances made on the security
thereof, and to all renewals, modifications, and extensions thereof. Lessee
agrees that the holders of any such Security Devices shall have no liability or
obligation to perform any of the obligations of Lessor under this Lease. Any
Lender may elect to have this Lease and/or any Option granted hereby superior to
the lien of its Security Device by giving written notice thereof to Lessee, this
Lease and such Options shall be deemed prior to such Security Device,
notwithstanding the relative dates of the documentation or recordation thereof.

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

    30.3  NON-DISTURBANCE. With respect to Security Devices entered into by
Lessor after the execution of this Lease, Lessee's subordination of this Lease
shall be subject to receiving a commercially reasonable non-disturbance
agreement (a "NON-DISTURBANCE AGREEMENT") from the Lender which Non-Disturbance
Agreement provides that Lessee's possession of the Premises, 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. Further, within sixty (60) days after the execution of this Lease,
Lessor shall use its commercially reasonable efforts to obtain a Non-
Disturbance Agreement from the holder of any pre-existing Security Device which
is secured by the Premises. In the event that Lessor is unable to provide the
Non-Disturbance Agreement within said sixty (60) days, then Lessee may, at
Lessee's option, directly contact Lessor's lender and attempt to negotiate for
the execution and delivery of a Non-Disturbance Agreement.

    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
subordination, attornment and/or Non-Disturbance Agreement provided for herein.

31.  ATTORNEYS' FEES. If any Party or Broker brings an action or proceeding to
enforce the terms hereof or declare rights hereunder, the Prevailing Party (as
hereafter defined) in any such proceeding, action, or appeal thereon, shall be
entitled to reasonable attorneys' fees. Such fees may be awarded in the same
suit or recovered in a separate suit, whether or not such action or proceeding
is pursued to decision or

                                                                Initials RS   LM
                                                                        ---- ---

                                    PAGE 10
<PAGE>
 
judgment. The term, "PREVAILING PARTY" shall include, without limitation, a
Party or Broker who substantially obtains or defeats the relief sought, as the
case may be, whether by compromise, settlement, judgment, or the abandonment by
the other Party or Broker of its claim or defense. The attorneys' fees award
shall not be computed in accordance with any court fee schedule, but shall be
such as to fully reimburse all attorneys' fees reasonably incurred. In addition,
Lessor shall be entitled to attorneys' 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 as Lessor may deem necessary.
All such activities shall be without abatement of rent or liability to Lessee.
Lessor may at any time place on the Premises any ordinary "FOR SALE" signs and
Lessor may during the last six (6) months of the term hereof place on the
Premises any ordinary "FOR LEASE" signs. Lessee may at any time place on or
about the Premises any ordinary "FOR SUBLEASE" sign.

33. AUCTIONS. Lessee shall not conduct, nor permit to be conducted, any auction 
upon the Premises without Lessor's prior written consent. Lessor shall not be 
obligated to exercise any standard of reasonableness in determining whether to 
permit an auction.

34. SIGNS. Except for ordinary "For Sublease" signs, Lessee shall not place any 
sign upon the Premises without Lessor's prior written consent. All signs must 
comply with all Applicable Requirements. See Addendum Paragraph 59

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, that Lessor may elect to continue any one or all 
existing subtenancies. Lessor's failure within ten (10) days following any such 
event to elect 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. Except as otherwise provided herein, wherever in this Lease the 
consent of a Party is required to an act by or for the other Party, such consent
shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs 
and expenses (including but not limited to architects', attorneys', engineers' 
and other consultants' fees) incurred in the consideration of, or response to, a
request by Lessee for any Lessor consent, including but not limited to consents 
to an assignment, a subletting or the presence or use of a Hazardous Substance, 
shall be paid by Lessee upon receipt of an invoice and supporting documentation 
therefor. Lessor's consent to any act, assignment or subletting 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. The failure to specify herein any particular 
condition to Lessor's consent shall not preclude the imposition by Lessor at 
the time of consent of such further or other conditions as are then reasonable 
with reference to the particular matter for which consent is being given. In the
event that either Party disagrees with any determination made by the other 
hereunder and reasonably requests the reasons for such determination, the 
determining party shall furnish its reasons in writing and in reasonable detail 
within ten (10) business days following such request.

37. GUARANTOR.

    37.1  EXECUTION. The Guarantors, if any, shall each execute a guaranty in 
the form most recently published by the American Industrial Real Estate 
Association, and each such Guarantor shall have the same obligations as Lessee 
under this Lease.

    37.2 DEFAULT. It shall constitute a Default of the Lessee if any 
Guarantor fails or refuses, upon request to provide: (a) evidence of the 
execution of the guaranty, including the authority of the party signing on 
Guarantor's behalf to obligate Guarantor, and in the case of a corporate 
Guarantor, a certified copy of a resolution of its board of directors 
authorizing the making of such guaranty, (b) current financial statements, (c) a
Tenancy Statement, or (d) written confirmation that the guaranty is still in 
effect. 

38. QUIET POSSESSION. Subject to payment by Lessee of the Rent 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 and
quiet enjoyment of the Premises during the term hereof.

39. OPTIONS. See Addendum Paragraph 60
 
    39.1 DEFINITION. "OPTION" shall mean: (a) the right to extend the term of or
renew this Lease or to extend or renew any lease that Lessee has on other
property of Lessor; (b) the right of first refusal or first offer to lease
either the Premises or other property of Lessor; (c) the right to purchase or
the right of first refusal to purchase the Premises or other property of Lessor.

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

    39.4 EFFECT OF DEFAULT ON OPTIONS. 
        
         (a) Lessee shall have no right to exercise an Option: (i) during the
period commencing with the giving of any notice of Default and continuing until
said Default is cured, (ii) during the period of time any Rent is unpaid
(without regard to whether notice thereof is given Lessee), (iii) during the
time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has
been given three (3) or more notices of Default, 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) 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 prior to the commencement of the extended term, (ii) Lessor gives 
to Lessee three (3) or more notices of separate Default during any twelve (12) 
month period, whether or not the Defaults are cured, or (iii) if Lessee commits 
a Breach of this Lease.

40. MULTIPLE BUILDINGS. If the Premises are a part of a group of buildings 
controlled by Lessor, Lessee agrees that it will observe all reasonable rules 
and regulations which Lessor may make from time to time for the management, 
safety, and care of said properties, including the care and cleanliness of the 
grounds and including the parking, loading and unloading of vehicles, and that 
Lessee will pay its fair share of common expenses incurred in connection 
therewith.

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

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

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

44. AUTHORITY. If either Party hereto is a corporation, trust, limited
liability company, partnership, or similar entity, 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. Each party 
shall, within thirty (30) days after request, deliver to the other party 
satisfactory evidence of such authority.

                                    Page 11               Initials RS  LM
                                                                   -- ---
<PAGE>
 
45.  CONFLICT. Any conflict between the printed provisions of this Lease and the
typewritten or handwritten provisions shall be controlled by the typewritten or 
handwritten provisions.

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

47. AMENDMENTS. This Lease may be modified only in writing, signed by the 
Parties in interest at the time of the modification.  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 a Lender in connection with the obtaining of normal financing or 
refinancing of the Premises.

48. MULTIPLE PARTIES. If more than one person or entity is named herein as 
either Lessor or Lessee, such multiple Parties shall have joint and several 
responsibility to comply with the terms of this Lease.  

49. MEDIATION AND ARBITRATION OF DISPUTES.  An Addendum requiring the Mediation 
and/or the Arbitration of all disputes between the Parties and/or Brokers 
arising out of this Lease [ ] IS [x] IS NOT attached to this Lease.

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.


ATTENTION; NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN
---------
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY,
LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT
RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE
PREMISES.  SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE
PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL 
INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY 
OF THE PREMISES FOR LESSEE'S INTENDED USE.  

WARNING: IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN 
-------
PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE 
STATE IN WHICH THE PREMISES IS LOCATED.

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

<TABLE> 
<CAPTION>
 
<S>                                                           <C>                                                             

Executed at:                                                  Executed at:   
              ---------------------------------------                           ----------------------------------------
on:                                                           on:
    -------------------------------------------------                          -----------------------------------------

By LESSOR:                                                    By LESSEE:

     KLEIN-MILLER INVESTMENT CO.,                                                 JAVELIN SYSTEMS, INC.
------------------------------------------------------        ----------------------------------------------------------
     a general partnership                                                        a Delaware corporation
------------------------------------------------------        ----------------------------------------------------------

By:  /s/ LEO MILLER                                           By:  /s/ RICHARD STACK
    --------------------------------------------------            ------------------------------------------------------
Name Printed:  Leo Miller, Trustee                            Name Printed:     Richard Stack
               ---------------------------------------                      --------------------------------------------
Title:         General Partner                                Title:            President
               ---------------------------------------               ---------------------------------------------------

By:                                                           By:  
   ---------------------------------------------------            ------------------------------------------------------
Name Printed:  Leo Miller, Trustee                            Name Printed:     Richard Stack
               ---------------------------------------                      --------------------------------------------
Title:         General Partner                                Title:            President
               ---------------------------------------               ---------------------------------------------------

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

        ----------------------------------------------                --------------------------------------------------
Telephone:  (    )                                            Telephone:  (    )
                  ------------------------------------                            --------------------------------------
                                                                               
Facsimile:  (    )                                            Facsimile: (    ) 
                  ------------------------------------                            --------------------------------------       
Federal ID No.                                                Federal ID No.
                  ------------------------------------                            --------------------------------------
BROKER:                                                       BROKER:
                
------------------------------------------------------        ----------------------------------------------------------
Executed at:                                                  Executed at:
            ------------------------------------------                     ---------------------------------------------
on:                                                           on:
    --------------------------------------------------            ------------------------------------------------------

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

        ----------------------------------------------                --------------------------------------------------
Telephone:  (    )                                            Telephone:  (    )
                  ------------------------------------                            --------------------------------------
                                                                               
Facsimile:  (    )                                            Facsimile: (    ) 
                  ------------------------------------                            --------------------------------------       
Federal ID No.                                                Federal ID No.
                  ------------------------------------                            --------------------------------------
</TABLE> 

NOTE: These forms are often modified to meet changing requirements of law and
      industry needs. Always write or call to make sure you are utilizing the
      most current form: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 So.
      Flower Street, Suite 600, Los Angeles, CA 90017. (213) 687-8777. Fax No.
      (213) 687-8616

                                    PAGE 12

<PAGE>
 
                                   ADDENDUM

Addendum to Standard Industrial/Commercial Single-Tenant Lease-Net by and 
between KLEIN-MILLER INVESTMENT CO., a general partnership ("Lessor") and 
JAVELIN SYSTEMS, INC., a Delaware corporation ("Lessee") dated, for reference
purposes only, May 5, 1997 for the property located at 1881 Langley Avenue,
Irvine, California 92714 (the "Premises"). The promises, covenants, agreements
and declarations made and set forth in this Addendum are intended to and shall
have the same force and effect as if set forth at length in the body of the
Lease. The terms herein, if defined in the Lease, shall have the same meaning as
set forth in the Lease. The parties intend and agree that the provisions of this
Addendum shall supersede any inconsistent or conflicting provisions of the
Lease, and are as follows:

50.  MODIFICATION OF BASE RENT:

     The Base Rent set forth in Paragraph 1.5 of the Lease shall be increased as
follows:

     A.  Commencing July 1, 1998, the Base Rent shall be $8,822.16 per month;

     B.  Commencing July 1, 1999, the Base Rent shall be $9,086.82 per month;

     C.  Commencing July 1, 2000, the Base Rent shall be $9,359.42; and, 
     
     D.  Commencing July 1, 2001, the Base Rent shall be $9,640.20.

51.  PARTIAL CREDIT OF SECURITY DEPOSIT:

     Provided that Lessee has not previously been in Default under this Lease, 
Lessor shall credit one-half of the initial amount of Security Deposit it holds 
towards the Basic Rent due from Lessee for the month of July, 1998 and Lessee 
shall only deliver to Lessor the additional sum of $256.96 as the balance of 
rent due for July, 1998.  Thereafter, Lessee shall only be required to maintain 
on deposit with Lessor a Security Deposit equivalent to one month's Base Rent.

52.  CONDITION OF PREMISES:

     Except as otherwise set forth in Paragraphs 2.2, 2.3 and 61 of this Lease, 
the Premises are delivered to Lessee in an "as is" condition.  Notwithstanding 
anything to the contrary contained in this Lease, it is expressly understood and
agreed to by Lessee that any change, modification, repair or alteration to the 
Premises which is required under any Applicable Requirements, whether currently 
in effect or hereafter coming into existence, triggered or arising as a result 
of Lessee undertaking any Alterations, installation of Trade Fixtures or Utility
Installations shall be made by Lessee, at Lessee's sole cost and expense.

53.  MAINTENANCE:

     The Service Contracts required to be maintained by Lessee pursuant to 
paragraph 7.2(b) for the heating, air conditioning and ventilation equipment 
shall provide for monthly service of the equipment.  It shall be Lessee's 
obligation to insure that such monthly service occurs.  Subject to Lessee's 
compliance with its service and maintenance obligations as set forth in this 
Lease, and notwithstanding and modifying the provisions of paragraph 2.2 and 7.1
as they relate to the HVAC equipment, Lessor shall reimburse Lessee in the 
amount that any necessary repair expense payable by Lessee to a HVAC unit costs 
exceeds Four Hundred Dollars ($400.00) per incident.  Except as hereinafter 
provided, Lessee shall be obligated to perform all such repairs.  Lessor shall 
reimburse Lessee within ten (10) business days of receipt from Lessee of a copy 
of the invoice therefor and proof of payment.  Notwithstanding the forgoing, 
absent an emergence, Lessee shall not undertake any repair of a HVAC unit if the
expense is going to exceed Four Hundred Dollars ($400.00) without first giving 
Lessor written notice thereof, including a copy of all written reports and 
estimates concerning said repair.  Lessor shall have ten (10) business days 
after receipt of this written notice to investigate the nature and cost of 





<PAGE>
 
repair. Within said time period, Lessor may notify Lessee that it will cause the
repair to be completed and Lessee shall reimburse Lessor the lesser of Four
Hundred Dollars ($400.00) or the actual cost to Lessor of said repair. Lessee
shall undertake the repair or maintenance in the event Lessor fails to give
Lessee said written notice. Nothing in the forgoing is intended to modify the
provisions of paragraph 7.1(c) of the Lease. The forgoing provisions concerning
the HVAC units shall not apply to the HVAC unit designated as Unit 6 until it is
replaced, if it is replaced. Subject to the servicing, repairs and the
maintenance which is covered under the maintenance contract required to be
obtained by Lessee, Lessor, at its sole cost and expense, shall reimburse Lessee
for all necessary maintenance or repairs of Unit 6. The provisions regarding
reimbursement and the performance of repairs, including, but not limited to,
written notice to Lessor by Lessee prior to undertaking a repair absent an
emergency, as set forth above for repairs above Four Hundred Dollars ($400.00)
shall also apply to the repairs to Unit 6 regardless of cost. If reasonably
necessary, or if it desires, Lessor, at its sole cost and expense shall replace
Unit 6. In the event Unit 6 is replaced, it shall be subject to all other
provisions of this Lease concerning HVAC units except the initial replacement
cost shall not be considered a replacement of a Basic Element.

     Notwithstanding any provision to the contrary contained in this Lease, but
subject to the provisions concerning Capital Expenditures, and except for
damage, modifications, maintenance or repairs relating to, arising out of, or
caused by any negligent or intentional act or omission of Lessee, its agents,
employees, licensee, guests or contractors, in which event Lessee, at Lessee's
sole cost and expense shall undertake the maintenance, repair the damage or make
the modifications or repairs, Lessor, at its sole cost and expense, shall keep
in good order and repair the structural components of the Premises, including
the foundations, and the structural condition of the exterior walls, interior
bearing walls and exterior roof. The obligations of Lessor hereinabove set forth
are as to the structural integrity of the Premises only and do not include
cosmetic or non-structural damage items.

54.  LESSEE'S COOPERATION:

     Lessee agrees to cooperate with Lessor to facilitate Lessor's compliance
with its obligations under paragraphs 2.2, 2.3, 7.1(c), 9 and 14 of this Lease,
including by way of example, removal by Lessee of all items of personal
property, fixtures and trade fixtures from those portions of the Premises
designated by Lessor. If Lessee fails to remove such items from those portions
of the Premises designated by Lessor within ten (10) calendar days after written
notice is delivered to Lessee to do so, Lessor shall have the right to enter
upon the Premises to effect such removal, at Lessee's expense, and Lessor shall
not be liable to Lessee as a result of such removal or the manner of effecting
the same, except as to actual damage to said items caused by the gross
negligence or intentional misconduct of Lessor, its agents, employees or
contractors. In connection therewith, Lessor shall make all repairs and/or
replacements in a manner which, to the extent reasonable and practicable, does
not interfere with the conduct of Lessee's business. Lessor shall be able to
undertake such repairs during normal business hours. The monthly rental shall be
abated during the period of such modification or reconstruction to the same
extent as the portion of the floor area bears to the Premises as a whole. Except
for the abatement of rent set forth herein, Lessor shall not be liable in any
manner whatsoever to Lessee for damage, loss or injury resulting from the work
performed on the Premises by Lessor or Lessor's contractors provided that Lessor
uses due care to avoid damage to Lessee's personal property or bodily injury. In
no event shall Lessor be liable for Lessee's loss of business or reduction of
income by reason of such modification or reconstruction by Lessor.

55.  INSURANCE AMPLIFICATION:

     Paragraph 8.2 of the Lease is modified by adding the following: Lessor may 
require from time to time that Lessee increase the limits of coverage provided 
hereunder to an amount which is consistent either with the increased risks 
attendant to the perils covered by such policy or increased levels of coverage 
generally required by Lessors.

                                      2.
<PAGE>
 
56.  REAL PROPERTY TAXES DOES NOT INCLUDE A PORTION OF INCREASE DUE TO CHANGE IN
     OWNERSHIP:

     The term Real Property Taxes as defined in paragraph 10.2 of the Lease 
shall not include fifty percent (50%) of any increase in any tax, levy, 
assessment or charge imposed by reason of a "Change in ownership" as defined in 
Part 0.5, Chapter 2 of the Revenue and Taxation Code of the State of California.
                           -------------------------

57.  ASSIGNMENT OR SUBLETTING:

     A.  Paragraph 12.1(c) is replaced with the following: "Any transfer or
assignment of this Lease to (i) a parent, subsidiary or affiliate of Lessee;
(ii) to any entity with which Lessee may merge or consolidate, or (iii) to any
entity acquiring all or substantially all of the assets of Lessee shall be an
assignment requiring Lessor's consent. Notwithstanding the forgoing, in any such
event, Lessor may only withhold its consent if the assignee does not meet
Lessor's then current credit standards. Lessor agrees to be reasonable in
providing or withholding its consent and applying its credit standards, in such
circumstances. Lessor further agrees that it may not attempt to alter the terms
of this Lease in connection with providing its consent to any of the
aforementioned transfers or assignments.

     B.  The following sentence is added to paragraph 12.2(e). Lessee shall also
pay Lessor all costs incurred by Lessor, including a reasonable allocation for
its internal operational expenses, reasonable accountant's fees and reasonable
attorneys fees and costs, in connection with the request for consent to a
proposed assignment or sublease up to the total sum of Fifteen Hundred Dollars
($1,500.00).

     C.  The following paragraph is added as paragraph 12.2(g) to the Lease: 

     12.2(g)  Any rental or other consideration agreed to by an assignee, 
Sublessee, or transferee of Lessee's interest, whether or not Lessor has given 
its consent, in excess of the rentals provided for in this Lease shall be for 
the benefit of and shall be immediately paid to Lessor by Lessee and shall be 
deemed additional rent due under this Lease.  The determination of excess rent 
shall be made based on a pro-rata allocation of the rents by approximate square 
footage.  The transfer or sale consideration paid to Lessee in connection with a
transaction described in paragraph 57(A) above shall not be considered in 
calculating excess rents unless designated as rental payments, specifically 
designated as payment for the assignment of the Lease or is reasonably 
determined to be a disguised payment of additional rent.

58.  HOLDING OVER:

     Paragraph 26 of the Lease is modified as follows:

     If Lessee holds over after the expiration or earlier termination of this
Lease without the written consent of Lessor, the same shall be a tenancy at will
terminable at any time, and Lessee shall be liable to Lessor for, and Lessee
shall indemnify, protect, defend and hold Lessor harmless from and against all
liabilities, losses, costs, expenses or claims suffered or incurred by such
holdover, including damages and costs related to any successor tenant of the
Premises to whom Lessor could not deliver possession of the Premises when
promised. All of the other terms and conditions of this Lease shall be
applicable during any holdover period, with or without the consent of Lessor,
except that Lessee shall pay to Lessor from time to time upon demand, as Base
Rent for the period of any holdover, an amount equal to one hundred fifty
percent (150%) of the then applicable Base Rent computed on a daily basis for
each day of the holdover period. No holding over by Lessee, whether with or
without consent of Lessor shall operate to extend this Lease. The preceding
provisions of the Paragraph 58 shall not be construed as Lessor's consent to any
holding over by Lessee.

59.  SIGNS AND AWNINGS:     

     Paragraph 34 of the Lease is amplified as follows:

     The placement of any sign, lettering, marquee or awning in, on or about the
Premises shall be at Lessee's sole cost and expense.  Any

                                      3.
<PAGE>
 
sign, lettering, marquee, awning or display approved by Lessor or allowed
herein without Lessor's approval shall only be installed upon the Lessee
obtaining any and all appropriate and necessary permits from the appropriate
governmental entity and/or agency and shall be otherwise in compliance with all
applicable government codes, ordinances, statutes, and regulations and shall be
subject to the provisions of Paragraph 7 of this Lease. Lessee shall remove,
repair or replace any awnings, marquees, signs, lettering, window shades or
draperies previously permitted by Lessor or allowed under this Lease without
permission whenever Lessor shall notify Lessee that such removal, repair or
replacement is advisable to promote a well-kept appearance upon the Premises.
Notwithstanding the forgoing, Lessor's right to require removal during the Lease
term of any of the items set forth in the forgoing sentence which installation
was pre-approved by Lessor shall be limited to those pre-approved items which
Lessee has failed to maintain and keep in good condition and repair. Nothing in
the forgoing is intended to limit the obligations of Lessee to remove said items
upon the expiration of the term of the Lease. Lessee shall indemnify Lessor and
hold Lessor harmless from any and all claims, losses, damages, liabilities,
costs and expenses, including reasonable attorney's fees, arising out of or
relating to any sign, awning, marquee or lettering.

60.  OPTION TO EXTEND:

     Subject to the provisions of paragraph 39 of the Lease, Lessor hereby
grants to Lessee one (1) Option to extend the Original Term for a period of
sixty (60) months ("Option Term") commencing on the expiration of the Original
Term. The Option to extend shall be on the same terms and conditions as the
Original Term with the exception of the monthly Base Rent which shall be
determined as set forth below, but which in no event shall be less than the Base
Rent payable by Lessee for the last month of the Original Term times one hundred
three percent (103%). The monthly Base Rent during the Option Term shall be
increased annually so that each year the monthly base rent shall be one hundred
three percent (103%) of the monthly Base Rent payable during the preceding year
of the Option Term. Lessee shall exercise its option by written notice delivered
to Lessor not earlier than February 1, 2001 nor later than August 1, 2001.
Lessee's failure to give its written notice of exercise of its option within the
time period set forth above shall terminate the option and it shall have no
force and effect. The Option set forth above may not be assigned by Lessee
separate and apart from an assignment of the Lease as a whole.

     The initial monthly Base Rent payable during the Option Term shall be the 
current fair market rental for comparable properties within the Irvine Business 
Complex or the Base Rent payable for the last month of the Original Term of this
Lease times one hundred three percent (103%), whichever is greater.  The 
"current fair market rental" shall mean the applicable monthly Base Rent for 
premises leased on triple net basis with terms similar to this Lease, including 
a term of five (5) years, payable by tenants of comparable size and financial 
strength taking into account all monetary concessions amortized over the Option 
Term.

     The current fair market rental shall be mutually determined by the parties.
 If within thirty (30) days after Lessee gives written notice of its exercise of
its option as hereinabove set forth, the parties are unable to agree upon the 
current fair market rental, said rental shall be determined by arbitration in 
the following manner:

          (a)  Lessor and Lessee shall each appoint, within Fifteen (15) days 
after the Thirty (30) day period, One (1) arbitrator who shall, by profession, 
be a MAI real estate appraiser, and who shall have been active for at least 
Five (5) years in the appraisal of commercial and industrial properties in the 
area.  

          (b)  The two arbitrators supplied shall agree upon and appoint, within
Fifteen (15) days of the date of the appointment of the last supplied 
arbitrator, a third arbitrator who shall be similarly qualified.

          (c)  The Three (3) arbitrators shall reach a decision within thirty 
(30) days of the appointment of the third arbitrator, and notify Lessor and 
Lessee thereof.

                                      4.


<PAGE>
 
          (d)  The decision of the majority of the three (3) arbitrators shall
be binding upon Lessor and Lessee. The failure of a majority of said arbitrators
to reach an agreement shall result in the fair market rental rate being
determined by averaging the appraisal of each arbitrator, ignoring for purposes
of such averaging any appraisal which is more than ten percent (10%) in excess
of or less than the middle appraisal.

          (e)  If either Lessor or Lessee fails to appoint an arbitrator within 
the time period set forth in subparagraph (a), above, the arbitrator appointed 
by one of them shall reach a decision, notify Lessor and Lessee thereof, and 
such arbitrator's decision shall be binding upon Lessor and Lessee.

          (f)  If the two (2) arbitrators fail to agree upon and appoint a third
arbitrator, both arbitrators shall be dismissed and the matter to be decided 
shall be forthwith submitted to arbitration under the provisions of the American
Arbitration Association.

          (g)  Except as set forth below, all costs of arbitration shall be paid
by Lessor and Lessee equally.

          (h)  Lessee shall have the lesser of thirty (30) days after the 
determination of the current fair market rental or the period of time between 
this determination and December 31, 2001, to notify Lessor in writing if it 
continues to desire to exercise this Option and occupy the Premises under the 
terms of this Option at the initial Base Rent as determined pursuant to this 
paragraph 60.  Lessee's failure to affirmatively notify Lessee in writing that 
it continues to desire to exercise its Option at the initial Base Rent 
determined pursuant to this paragraph 60 within the time period set forth above,
shall be conclusively deemed to be an election by Lessee not to exercise its 
Option and its Option rights shall terminate and be of no force and effect.  If 
after its notice of exercise of its Option, Lessee notifies or is deemed to have
notified Lessor (as provided in this paragraph 60) that it is no longer 
exercising its Option rights or if the Option rights terminate pursuant to any 
provision of this Lease, all costs of arbitration shall be paid by Lessee.

          (i)  In the event that the initial Base Rent for the Option Term has 
not be determined prior to December 31, 2001, Lessee shall have ten (10) 
business days within which to notify Lessor in writing if it desires to 
terminate its option.  In the event that it does not so notify Lessor it shall 
be conclusively presumed that it does not desire to terminate its option.  In 
the event its Option is not terminated pursuant to this subparagraph, Lessee 
shall be conclusively deemed to have committed to exercising its option at the 
Base Rent for the Option Term as determined hereunder and it shall have no 
rights to terminate this option upon the determination of said Base Rent.

          (j)  If the initial Option Base Rent is not determined prior to the 
commencement date of the Option Term and Lessee has elected not to terminate 
this Option as provided above, Lessee shall pay Base Rent to Lessor in an amount
equal to the Base Rent payable by Lessee for the last month of the Original Term
of this Lease times one hundred three percent (103%) and within ten (10) days 
after the determination of the initial Base Rent for the Option Term, Lessee 
shall pay to Lessor any underpayment of Base Rent.

61.  LESSOR'S IMPROVEMENTS:

     Subject to Force Majeure, Lessor, at Lessor's cost and expense, shall 
substantially complete the improvements set forth on Exhibit "B" ("Lessor 
Improvements") prior to the Commencement Date.  The Lessor Improvements shall be
deemed substantially completed even though there may be some minor "punch list" 
type items, the completion, correction or repair of which will not materially 
affect the use of the Premises by Lessee.

62.  LESSEE'S IMPROVEMENTS:

     Lessee shall have the right to install a dropped ceiling and air 
conditioning in the warehouse area.  Lessee shall also have the right to paint 
an approximately 20' by 60' area with epoxy based non-toxic paint.  Lessee shall
comply with all provisions of this Lease concern-

                                      5.

<PAGE>
 
ing said improvements, including, but not limited to the provisions of paragraph
7.3.  Lessor's consent to such improvements by the existence of this paragraph 
shall not alleviate the obligation of Lessee to provide Lessor with detailed 
plans as required under the provisions of paragraph 7.3.  Lessor shall also 
reasonably approve the location of the painted area.  Lessee shall not be 
required to remove the improvements set forth in this paragraph upon the 
expiration or termination of this Lease.  Upon receipt of copies of the paid 
invoices for the painting referenced in this paragraph, Lessor shall reimburse 
Lessee for the cost thereof up to Five Hundred Dollars ($500.00).

63.  FORCE MAJEURE:

     Except as otherwise specifically provided herein, in any case where either 
party hereto is required to do any act, delays caused by or resulting from acts 
of God, war, civil commotion, fire or other casualty, labor difficulties, 
shortages of labor, materials or equipment, government regulations, or other 
caused beyond such party's reasonable control shall not be counted in 
determining the time during which work shall be completed, whether such time be 
designated by a fixed date, a fixed time, or a "reasonable time".

64.  SECTION/ARTICLE HEADINGS:

     The Section/Article headings herein are inserted for convenience only and 
form no part of this lease.

LESSEE:                                     LESSOR:

Javelin Systems, Inc.                       Klein-Miller Investment Co.,
a Delaware corporation                      a general partnership


By: /s/ RICHARD STACK                       By: /s/ LEO MILLER
    -----------------                           --------------
    Richard Stack                               Leo Miller, Trustee
    Its: President                              General Partner




                                      6.
<PAGE>
 
                                   EXHIBIT A

            NOTICE TO OWNERS AND PROSPECTIVE TENANTS AND BUYERS OF

          REAL PROPERTY REGARDING THE AMERICANS WITH DISABILITIES ACT

                         AND HAZARDOUS WASTE MATERIALS


     Please be advised that an owner or tenant of real property may be subject 
to the Americans With Disabilities Act (the ADA), a Federal law codified at 42 
USC Section 12101 et seq.  Among other requirements of the ADA that could apply 
to your property, Title III of the ADA requires owners and tenants of "public 
accommodations" to remove barriers to access by disabled persons and provide 
auxiliary aids and services for hearing, vision or speech impaired persons by 
January 26, 1992.  The regulations under Title III of the ADA are codified at 28
CFR Part 36.

     We recommend that you and your attorney review the ADA and the regulations,
and, if appropriate, your proposed lease or purchase agreement, to determine if 
this law would apply to you, and the nature of the requirements.  These are 
legal issues.  You are responsible for conducting your own independent 
investigation of these issues.

     Also, in any real estate transaction, it is recommended that you consult 
with a professional, such as civil engineer, industrial hygienist or other 
person with experience in evaluating the condition of the property, including 
the possible presence of asbestos, hazardous materials and underground storage 
tanks.  CB Commercial cannot give you legal advice on these issues.  

     Please acknowledge your receipt of this notice by signing and dating it 
below.  Thank you.  


     LANDLORD

     Received on  5/30            , 1997
                 -----------------------

     Signature:  /s/ LEO MILLER
                 -----------------------

     Printed Name: LEO MILLER
                   ---------------------


     TENANT

     Received on  5/29             , 1997
                 ------------------------

     Signature:  /s/ RICHARD STACK
                 ------------------------

     Printed Name: Richard Stack
                   ----------------------

<PAGE>
 
                                   EXHIBIT B

                           LANDLORD RESPONSIBILITIES


Demolition                               
----------                               
  Remove all carpet and rubber base.     
  Remove all VCT and vinyl flooring throughout.
  Remove demountable partitions.         
  Remove abandoned wiring on walls.      
  Remove all shelves in warehouse.       
  Remove blackboard front wall.          
  Remove counters in front area mailroom.

Cleaning                                 
--------                                 
  Clean all air registers in office area prior to painting ceilings. 
  Clean all light lenses.                
                                         
Asphalt                                  
-------                                  
  Asphalt patch, slurry and stripe       
  Fill in planters.                      
                                         
Concrete                                 
--------                                 
  Cut out and replace raised concrete at roll up Door - 2'6" x 8'          
  New curbs at both driveways and around small parking lot.            

Steel
-----
  Steel trash enclosure

Foil Insulation
---------------
  Warehouse area - reattach or new foil insulation.
  
Caulking
--------
  Caulk stitch joints on block wall.
  Caulk concrete to storefront metal at entrance - approximately 20'.

Glass - Storefront
------------------
  Replace broken glass and remove tint from entry glass.
  Refurbish storefront metal and polish.
  Reattach metal trim at all glass areas.
  Install new tint on entry glass.
  Replace right front entry door closer.
  Check all storefront, reseal and align doors.

Toilet Partitions/Accessories         
-----------------------------         
  New partitions in large restrooms.  
  New accessories in large restrooms. 
  New accessories in small restrooms. 
  New FRP in large restrooms.         
  New FRP in small restrooms.        
  New paper towel dispenser at lunch sink.                             
                                      
Plumbing                              
--------                              
  Small restrooms - new faucets and toilet                                      
   Seats, and lavatories.             
  Large restrooms - new designs with  
   New lav, toilet & seat.            
  Rehab dishwasher.                                                         
  Lunch room - new faucet.            
  Lunch room - new garbage disposal.  
                                      
H.V.A.C                               
-------                               
  Do a maintenance service on all H.V.A.C. units.                   
  New lunch room exhaust fan.         
  Small restrooms - new exhaust fans.               
  Large restrooms - new exhaust fans.

Electrical 
----------
  Replace yellow light lens covers or broken lenses.
  Relamp all light to the same cool, White lamps.
  Remove all power poles.
  Replace burned out or missing lamps.
  New light fixture in toilets.

Flooring 
--------
  New sheet vinyl in all bathrooms.
  New sheet vinyl or VCT in lunch room.
  Replace carpeting.
  Clean warehouse floor and paint, if necessary.

<PAGE>
 
                                   EXHIBIT B

                           LANDLORD RESPONSIBILITIES
                                  (continued)


Drywall Repair/Patch
--------------------
  Patch all holes and texture to match.

T-Bar Ceiling
---------------
  Replace damaged ceiling tile throughout to 
    provide a more uniform appearance.

Painting
--------
  Paint all walls including warehouse.
  Paint office and T-bar ceilings throughout.
  Install trim on cabinet face on each side of dishwasher.
  Paint base of steel yellow - was previously covered by shrubs.