exhibit10-2.htm


     

    1.           PARTIES:  THIS
LEASE, is entered
into on this __7_ day of December, 1988, between SOBRATO
DEVELOPMENT COMPANIES #871, a California Limited Partnership, and PARADIGM
TECHNOLOGY, INC., a California Corporation, hereinafter called respectively
Landlord and Tenant.

    


    2.           PREMISES: Landlord hereby
leases to Tenant, and Tenant hires from Landlord those certain Premises with the
appurtenances, situated in the City of San Jose, County of Santa Clara, State of
California, and more particularly described as follows, to-wit:

    


    That
certain real property commonly known and designated as 71 Vista Montana, APN
#097- 52-027, consisting of 61,798 square feet as outlined in red on Exhibit “A:
attached hereto.  Landlord also hereby grants to
Tenant the exclusive right to use during the entire term of this Lease
approximately 240 parking spaces (as reduced by tank farm pad), in the location
more particularly shown on Exhibit “A”.

    


    3.           USE:                      Tenant
shall use the Premises only for the following purposes and shall not change the
use of the Premises without the prior written consent of Landlord, which consent shall not unreasonably
be withheld:  Office, research, development, testing, light
manufacturing, semiconductor manufacturing, ancillary warehouse (shipping/
receiving), and related legal uses.

    


    4.           TERM AND
RENTAL:   The term shall be for one hundred twenty (120)
months, commencing, subject to paragraph 7 below, on the fifteenth day of April,
1989, and ending subject to paragraph 39 relating to the Option to Extend, on the
fourteenth day of April, 1999, at the total rent or sum of SIX MILLION NINE
HUNDRED THIRTY TWO THOUSAND SIX HUNDRED NINETY THREE AND 40/100 DOLLARS
($6,932,693.40), payable without deduction or offset, in monthly installments
of:

    


    Months                      1
-
12                                $42,623.25
per
month                                                                $511,479.00

    Months                      13-24                                $45,713.15
per
month                                                                $548,557.80

    Months                      25-36                                $48,803.05
per
month                                                                $585,636.60

    Months                      37-48                                $51,892.95
per
month                                                                $622,715.40

    Months                      49-60                                $54,982.85
per
month                                                                $659,794.20

    Months                      61-72                                $64,887.90
per
month                                                                $778,654.80

    Months                      73-84                                $64,887.90
per
month                                                                $778,654.80

    Months                      85-96                                $67,977.80
per
month                                                                $815,733.60

    Months                      97-108                              $67,977.80
per
month                                                                $815,733.60

    Months
109-120                                                
$67,977.80 per
month                                                                $815,733.60

                                                                                           $6,970,814.40

    
 

    


      
        
           


        

        
          i

          
            

          

        

        
           


        

      


      commencing on substantial completion
as defined in Paragraph 7) due on or before the first day of each
calendar month during the term hereof.  Said rental shall be paid in
lawful money of the United States of America, without offset or deduction, and
shall be paid to Landlord at such place or places as may be designated from time
to time by Landlord.  Rent for any period less than a calendar month
shall be a pro rata portion of the monthly installment.

      


      Tenant
shall also pay to Landlord the sum of FIFTY EIGHT THOUSAND NINETY AND 12/100
DOLLARS ($58,090.12) as prepaid rent to be applied against the initial
rent due hereunder.  Promptly after substantial completion, Landlord
shall submit to Tenant for signature by both parties a memorandum commemorating
the commencement and termination dates of the Lease which reflect the date on
which the Tenant Interior Improvements were Substantially
Completed.

      


      5.           SECURITY
DEPOSIT:                                                      Concurrently
with Tenant’s execution of this Lease, Tenant has deposited with Landlord the
sum of SIXTY FIVE THOUSAND AND NO/100 DOLLARS ($65,000.00) as a security
deposit.  If Tenant defaults with respect to any provisions of this
lease, including but not limited to the provisions relating to payment of rent
or other charges, Landlord may, to the extent reasonably necessary to remedy
Tenant’s default, use all or any part of said deposit for the payment of rent or
other charges in default or the payment of any other payment of any other amount
which Landlord may spend or become obligated to spend by reason of
Tenant’s

      default
or to compensate Landlord for any other loss or damage which Landlord may suffer
by reason of Tenant’s default.  If any portion of said deposit is so
used or applied, Tenant shall, within ten (10) days after written demand therefor, deposit cash with
Landlord in an amount sufficient to restore said deposit to the full amount
hereinabove stated and shall pay to Landlord such other sums as shall be
necessary to reimburse Landlord for any sums paid by Landlord.  Said
deposit shall be returned to Tenant within fifteen (15) days after the
expiration of the term hereof less any amount deducted in accordance with this
paragraph, together with Landlord’s written notice itemizing the amounts and
purposes for such retention.  In the event of termination of
Landlord’s interest in this lease, Landlord shall transfer said deposit to
Landlord’s successor in interest, provided said successor in interest assumes
Landlord’s obligations under this Lease.

      


      Notwithstanding
the above, Tenant shall additionally provide Landlord with an irrevocable letter
of credit, in a form reasonably satisfactory to Landlord, to further secure the
following reimbursement obligations of Tenant:

      


      Prior
to Tenant’s receipt of a legally binding (by opinion of Tenant’s counsel)
financing commitment (“Financing Commitment”) for a minimum amount of SIX
MILLION and NO/100 DOLLARS (6,000,000.00), Tenant shall provide to Landlord a
letter of credit or multiple letters of credit, as the case may be (collectively
"Letters of Credit"), in an aggregate amount, as of the first day of each month
specified in Exhibit “F” attached hereto, which is no less than the

      cumulative
amount of Tenant Improvement expenditures indicated on Exhibit “F” with respect
to said month.  For example, by January 1, 1988, the Letter(s) of
Credit must be in an aggregate amount of no less than One Million Three Hundred
Sixteen Thousand Two Hundred Ninety Eight Dollars ($1,316,298.00), and as of
February 1, 1989, must be in an aggregate amount of no less than Two Million
Four Hundred Thirty Seven Thousand Two Hundred Eighty Eight Dollars
($2,437,288.00).  The Letter(s) of Credit for December,1988 shall be
delivered to Landlord

      promptly
after Lease execution.

      


       Upon
any termination of this Lease as a consequence of a default by Tenant with
respect to any one or more of its obligations under this Lease, Landlord shall
be entitled to draw upon the Letter(s)
of Credit to the extent necessary to reimburse itself for all monies spent by
Landlord on Tenant Improvements through the date of such
termination.  All such Letter(s) of Credit shall be irrevocable, and
shall be conditioned solely upon Landlord’s certifying to the issuer(s) thereof
that a default exists under this Lease.  Such Letter(s) of Credit
shall be for a minimum term ending on May 1, 1989, and thereafter shall be
periodically renewed by Tenant until such time as the Financing Commitment is
obtained.  If at any point in time, less than sixty (60) days remains
before expiration of the term of any such Letter(s) of Credit, and Tenant has
not yet obtained theFinancing Commitment, then Landlord may draw all or any part
of the Letter(s) of Credit to reimburse itself for all monies spent on Tenant
Improvements through that point in time.  Landlord shall not expend
any additional sums for construction of Tenant Improvements after Landlord is
first entitled under this Paragraph 5 to draw down all or any part of said
Letter(s) of Credit.  Landlord acknowledges that the form of letter of
credit attached as Exhibit “G” is acceptable, and will accept any similar form
of letter of credit in substantially the same form.

       
 


      
        
           


        

        
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        In
the event Tenant receives the Financing commitment, the Letter of Credit shall
be increased or decreased to an amount determined by taking the “Budget”
(defined in paragraph 7) and subtracting the Tenant Interior Improvement
Allowance.  Landlord shall be entitled use all or any part of said
Letter of Credit in the event Tenant defaults in its reimbursement of Landlord
for the costs in excess of the Tenant Interior Improvement Allowance pursuant to
paragraph 7.  Said Letter of Credit shall be reduced as Tenant
reimburses Landlord for such excess Tenant Interior Improvement Costs in
accordance with paragraph 7.

        


        6.           LATE
CHARGES:                                           Tenant
hereby acknowledges that late payment by Tenant to Landlord of rent and other
sums due hereunder will cause Landlord to incur costs not contemplated by this
Lease, the exact amount of which will be extremely difficult to
ascertain.  Such costs include, but are not limited to,
administrative, processing, accounting charges, and late charges, which may be
imposed on Landlord by the terms of any contract ,revolving credit, mortgage or
trust deed covering the Premises.  Accordingly, if any installment of
rent or any other sum due

        from
Tenant shall not be received by Landlord or Landlord’s designee within ten (10)
days after such amount shall be due, and provided Tenant shall have
received from Landlord notice that such sum has not been received by Landlord or
its designee and Tenant fails to pay the same within three (3) days after
receipt of such notice, Tenant shall pay to Landlord a late charge equal
to five (5%) percent of such overdue amount which shall be due and payable with
the payment then delinquent.   The parties hereby agree that such
late charge represents a fair and reasonable estimate of the costs Landlord will
incur by reason of late payment by Tenant.  Acceptance of such late
charge by Landlord shall in no event constitute a waiver of Tenant’s default
with respect to such overdue amount, nor prevent Landlord from exercising any of
the other rights and remedies granted hereunder.  In the event that a
late charge is payable hereunder, whether or not collected, for three (3)
consecutive installments of rent, then rent shall automatically become due and
payable quarterly in advance, rather than monthly, notwithstanding any provision
of this Lease to the contrary.

        


        IT
IS FURTHER MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS:

        


        7.           CONSTRUCTION
AND POSSESSION:                                                                                     The
Tenant Interior Improvements shall be constructed by independent contractors to
be employed by and under the supervision of Landlord, as general contractor, in
accordance with the preliminary plans prepared by Jack Noll and Associates,
attached as Exhibit “B” (“Preliminary Floor Plans”) and Guideline Specifications
attached as Exhibit “C”.  Landlord shall construct the Tenant Interior
Improvements in accordance with the Final Tenant Floor Plans to be a
consistent evolution of Exhibit “B” to be attached as Exhibit
“D”.  The Final Tenant Floor Plans shall provide for a minimum
buildout of HVAC, lighting, sprinklers, T bar ceiling, and floor covering in all
of the Building except those areas outlined in blue on Exhibit
“B”.  Landlord shall prepare for Tenant’s approval a not to exceed
budget (“Budget”) to be attached as Exhibit “E” based on the Final Tenant Floor
Plans.  Tenant shall have the right to modify the Final Tenant Floor
Plans to reduce the scope of work if it is dissatisfied with the Budget prior to
the start of construction, however, in no event shall the Tenant Interior
Improvements be less than THREE MILLION AND NO/100 DOLLARS
($3,000,000.00).  All such Tenant Interior Improvements outlined on
Exhibit “C” and “D” shall

        belong
to Landlord at the expiration or sooner termination of this
Lease.  All costs for Tenant Interior Improvements shall be fully
documented to and verified by Tenant.



        
          
             


          

          
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Landlord
shall be responsible for and shall pay the cost of the Tenant Interior
Improvements up to the amount of ONE MILLION EIGHT HUNDRED FIFTY THREE THOUSAND
NINE HUNDRED FORTY AND NO/100 DOLLARS ($1,853,940.00) (“Tenant Interior
Improvement Allowance”).  Tenant shall pay, upon Substantial
completion, an amount determined by subtracting the Tenant Interior Improvement
Allowance from the actual Tenant Improvement cost.  In no event shall
the actual Tenant Improvement costs exceed the Budget, unless the Budget is
increased by change orders which modify the scope of work outlined on Exhibit
“D”, and provided further, said change orders are initiated and approved in
writing by Tenant.

    

    
      


      Landlord shall use its best efforts
to deliver possession of the Building to Tenant with all Tenant Interior
Improvements therein Substantially Complete as defined below one hundred twenty
(120) calendar days from receipt of a building permit for the construction of
the Tenant Interior Improvements (“Best Efforts Completion
Date”).  Landlord agrees to commence construction after approval of
the Budget, (but in no event prior to 11/15/88), and diligently pursue
completion of construction.  If on the date which is one hundred
twenty (120) calendar days after the date Landlord receives said building permit
for the construction of the Tenant Interior Improvements (“Rent Credit Date”)
the Tenant Interior Improvements are not yet Substantially Complete, Tenant
shall receive a credit against rent otherwise payable equal to two days of rent
for every one day of delay subsequent to such date and before the Improvements
are Substantially Complete.  Notwithstanding the foregoing, the Best
Efforts Completion Date and the Rent Credit Date shall be extended one day for
every day of delay in completion caused by labor strikes, material shortages,
inclement weather, or other causes beyond the reasonable control of Landlord up
to a maximum extension period of two (2) months, and shall be further extended
one day for every day of delay caused by Tenant, either from interference with
Landlord’s work, or as a consequence of change orders requested by Tenant.
However, the Best Efforts Completion Date and the Rent Credit Date shall not be
extended as a consequence of any delay caused by Landlord.  Except as
provided above, if Landlord, for any reason whatsoever, cannot deliver
possession of either Building
to Tenant on or before
the date by which Landlord is to use its best efforts to complete construction
of Tenant Interior Improvements for the Building, as specified, this
Lease shall not be
void or voidable, nor shall Landlord be liable to Tenant for any loss or damage
resulting therefrom; but in that event the termination date of the Lease to expire on the date which is one
hundred twenty (120) months from the date on which the Building is first
Substantially Complete.

      


      The term
of the Lease shall not commence until the Building is Substantially Complete as
defined herein.  “Substantially Complete” shall mean
that:  (i)  all necessary governmental approvals, permits,
consents, and certificates have been obtained by or for Landlord for the lawful
construction by Landlord, and occupancy by Tenant, of said Building, excluding work
attributable to any special fit-up requested or required by Tenant (i.e. Tenant’s equipment and  furniture),  (ii)  all
of the Building
interior fully meets all of the Tenant Floor Plans, excluding Tenant’s
special fit-up,  (iii)  all of the Building exterior
substantially meets the applicable Tenant Floor Plans, including paved parking
areas, and  (iv)  said interior is in a “broom clean”
finished condition, and the
shell of the Building fully meets all plans and specifications
therefor,  (v)  all utilities are hooked up to the
Building and available for use by
Tenant,  (vi)  there is no incomplete or defective construction which will
materially interfere with Tenant’s proposed use of the Building,
and  (vii)  Landlord has tendered possession of
the Building to Tenant.


      
        
           


        

        
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      Tenant shall have the right to make
change orders to the approved plans and specifications for the Tenant Interior
Improvements provided that Landlord and Tenant agree in writing on any
time delay or savings
resulting therefrom, and any cost increases or reductions
resulting therefrom.  Any delays resulting from such
change orders exceeding ten (10) business days shall be deemed a Tenant delay
for purposes of determining the Scheduled Completion
Date.  Rent
under this Lease shall
commence on the date that the Building Shell and Tenant Interior Improvements
for the

      Building are Substantially
Complete, provided that
if there are delays caused by Tenant exceeding ten (10) business days,
then rent shall for that
Building shall commence on the date the Premises and the Tenant Interior Improvements
would have been Substantially Complete but for such delays in excess of ten (10)
days.

      


      In connection with Tenant’s
maintenance obligations under this Lease, Tenant shall have the benefit of all warranties obtained
by Landlord relating to the items Tenant is required to
maintain.  Landlord shall assign the same, and
otherwise cooperate in insuring that Tenant receives the full benefit of any such
warranties.

      


      8.           ACCEPTANCE
OF PREMISES AND COVENANTS TO SURRENDER:

      Upon Landlord’s delivery of
possession of the Premises to Tenant, Tenant and Landlord shall walk through the
Building and inspect the same, including the Tenant Interior
Improvements, noting on
a written punchlist all defective or incomplete items.  Such walk-through inspection
shall occur within thirty (30)
days of Landlord’s initial delivery of possession to
Tenant.  Landlord shall promptly after
receipt of such punchlist correct or complete all such defective or incomplete items at Landlord’s sole
expense.  Upon completion of all such
punchlist items, Tenant
shall be deemed to have accepted the Building in good and sanitary
condition, order,
and repair.  Such deemed
acceptance shall not be deemed a waiver of Tenant’s right to
enforce  Landlord’s covenants respecting construction of the Tenant
Interior Improvements, including the covenants set forth in the first two
sentences of paragraph 7 above, nor shall such acceptance be deemed a waiver of Tenant’s right to
have any defects in materials, labor or design of the Premises or the Building repaired at
Landlord’s sole expense. The Tenant agrees on the last day of the term
hereof, or on the sooner termination of this Lease, to surrender the Premises
unto Landlord in good condition and repair, reasonable wear and tear excepted,
and further excepting
damage and destruction caused
by acts of God or other causes beyond the control of either party, or damage caused by Tenant but which
is covered by insurance hereunder carried by Tenant or Landlord, and the
existence of contamination by toxic or hazardous materials other than those
stored, used or disposed of by Tenant in violation of law and which result in
such contamination. 

       

      "Good
condition" shall mean that the interior walls of all office and warehouse areas,
the floors of all office and warehouse areas, all suspended ceilings and any
carpeting will be cleaned.
Tenant shall ascertain from Landlord within thirty (30) days before the end of
the term of this Lease whether Landlord desires to have the Premises or any part
or parts thereof restored to their condition as of the commencement of this
Lease or to cause Tenant to surrender all alterations, additions, and
improvements in place to Landlord, provided that, with respect to all
alterations made by Tenant pursuant to paragraph 10 below to which Landlord
consents in advance of Tenant making the same, Landlord shall at the time of
such consent indicate to Tenant whether or not such  alteration must
be removed by Tenant from the Premises at the expiration of the Lease term; and
further provided, that if Landlord shall fail to so notify Tenant whether
Landlord requires the same to be removed, such failure to deliver notice shall
be deemed consent by Landlord for Tenant to leave such alteration on the
Premises upon expiration of the Lease term.  If
Landlord shall so desire, then Tenant shall remove such alterations, additions,
and improvements as Landlord may require and shall repair and restore said
Premises or such part or parts thereof before the termination of this Lease at
Tenant's sole cost and expense.  Tenant on or before the end of the
term or sooner termination of this Lease, shall remove all his or its personal
property and trade fixtures from the Premises, and all property not so removed
shall be deemed to be abandoned by Tenant.  If the Premises are not
surrendered at the end of the term or sooner termination of this Lease, Tenant
shall indemnify Landlord against loss or liability resulting from delay by
Tenant in so surrendering the Premises including, without limitation, any claims
made by any succeeding tenant founded on such
delay.





      
        
           


        

        
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        9
..            USES
PROHIBITED:   Tenant shall not commit, or suffer to be committed,
any waste upon the said Premises, or any nuisance, or other act or thing which
may disturb the quiet enjoyment of any other tenant in or around the Buildings
in which the Premises may be located or allow any sale by auction upon the
Premises, or allow the Premises to be used for any unlawful purpose or place any
loads upon the floor, walls, or ceiling which endanger the structure, or use any
machinery or apparatus which will in any manner vibrate or shake the Premises or
the Building of which it is a part in such a fashion as to adversely
affect the structural integrity of the Building, or place any harmful
liquids, waste materials, or hazardous materials in the drainage system of or
soils surrounding the Building. No materials, supplies, equipment, finished
products or semi­- finished products, raw materials or articles of any
nature or any waste materials, refuse, scrap or debris shall be stored upon or
permitted to remain on any portion of the Premises outside of the Building
proper.

      

      
        


        10.          ALTERATIONS
AND ADDITIONS:     Tenant shall not make, or suffer to
be made, any alteration or addition to the said Premises, or any part thereof,
without the written consent of Landlord first had and obtained based upon
Tenant's delivering to Landlord the proposed architectural and structural plans
for all such alterations; any addition or alteration to the said Premises,
except movable furniture and trade fixtures, shall become at once a part of the
realty and belong to Landlord; provided that, Tenant shall retain
title thereto during the term of this Lease to the extent necessary for Tenant
to receive any depreciation and/or other tax benefits available
from such alterations or additions. Notwithstanding the foregoing, Tenant shall
be entitled without obtaining Landlord's consent to make any alteration or
addition to the Premises which does not affect the structure of the Building,
provided that each such alteration costs no more than $15,000, and all such
alterations in any twelve (12) month period do not exceed an aggregate of
$25,000.  Alterations and additions which are not to be deemed
as trade fixtures shall include heating,  lighting, electrical
systems, air conditioning, partitioning, carpeting, or any other installation
which has become an integral part of the Premises after having obtained
Landlord's consent.  Tenant agrees that it will not proceed to make
such alterations or additions, until three (3) days from the receipt of such
consent, in order that Landlord may post appropriate notices to avoid any
liability to contractors or material suppliers for payment for Tenant's
improvements.  Tenant will at all times permit such notices to be
posted and to remain posted until the completion of work.  With respect to all alterations and
additions consented to by Landlord pursuant to the foregoing, Landlord shall indicate to Tenant in
writing at the time of such consent whether or not Landlord will require at the
termination of the term of this Lease that Tenant remove such alteration or
addition.  Landlord's failure to give Tenant such notice shall be
deemed consent by Landlord for Tenant to leave such alteration or addition on
the Premises at the end of the Lease term.

         

        11.  MAINTENANCE
OF PREMISES:   Except as provided in herein,
Tenant shall, at its sole cost, keep and maintain, repair and replace,
said Premises and appurtenances and every part hereof, including but not limited to,
exterior walls, roof, glazing, sidewalks, parking areas,  plumbing,
electrical and HVAC systems, and all the Tenant Interior Improvements in good
and sanitary order, condition, and repair.  Tenant shall provide
Landlord with a copy of a service contract between Tenant and a licensed
air-conditioning and heating contractor which contract shall provide for
bi-monthly maintenance of all air conditioning and heating equipment at the
Premises. Tenant shall pay the cost of all air-conditioning and heating
equipment repairs or replacements which are either excluded from such service
contract or any existing equipment warranties.  Tenant shall be
responsible for the preventive maintenance of the membrane of the roof,
which  responsibility shall be deemed properly discharged if (i)
Tenant contracts with a licensed roof contractor who is reasonably satisfactory
to both Tenant and Landlord, at Tenant's sole cost, to inspect the roof membrane
at least every six months, with the first inspection due the sixth (6th) month
after the Commencement Date, and (ii) Tenant performs, at Tenant's sole cost,
all preventive maintenance recommendations made by such contractor within a
reasonable time after such recommendations are made. Such preventive maintenance
might include acts such as clearing storm gutters and drains, removing debris
from the roof membrane, trimming trees overhanging the roof membrane, applying
coating materials to seal roof penetrations, repairing blisters, and other
routine measures. Tenant shall provide to Landlord a copy of such preventive
maintenance contract and paid invoices for the recommended work. All vinyl wall
surfaces and floor tile are to be maintained in an as good a condition as when
Tenant took possession free of holes, gouges, or defacements. Tenant agrees to
limit attachments to vinyl wall surfaces exclusively to V-joints.  The
Tenant agrees to water, maintain and replace, when necessary, any shrubbery and
landscaping.



      

    

    
      
        
        

      

      
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        Notwithstanding the foregoing,
Landlord at its sole cost and expense, and without reimbursement of all or any
such costs from Tenant, shall maintain in good condition, order, and repair, and
replace as and when necessary, the foundation, exterior walls, structure and
structural members, and roof structure of the Building.  Subject to
the obligations of Tenant to provide periodic  inspections and perform
routine maintenance of the membrane of the roof in accordance with the
provisions set forth above, Landlord shall also maintain in good condition,
order, and repair, and replace as and when necessary, the membrane of the
roof.  Further notwithstanding the foregoing, Landlord shall at its
sole expense repair as soon as reasonably possible after discovery of same and
Landlord's notification thereof, all latent defects respecting the Premises and
all violations of laws, regulations, conditions, covenants and restrictions, or
other promulgations of lawful governmental authority in connection with any
Landlord construction relating to the Building. Further notwithstanding the
foregoing, in no event shall Tenant be responsible for the performance or costs
of repair or maintenance; (i) necessitated by the acts or omissions of Landlord
or its agents, employees or contractors; (ii) necessitated by the occurrence of
any peril, whether or not covered by insurance; or (iii) for which Landlord has a right of
reimbursement from insurance companies, or other third
parties.

         

        12.             HAZARD
INSURANCE:    Tenant shall not use, or permit said Premises,
or any part thereof, to be used, for any purpose other than that for
which the said Premises are hereby leased; and no use shall be made or
permitted to be made of the said Premises, nor acts done, which will cause an
increase in premiums or a cancellation of any insurance policy covering
the
Premises, or any part
thereof, nor shall Tenant sell or permit to be kept, used or sold, in or about
said Premises, any article which may be prohibited by the standard form of fire
insurance policies. Tenant shall, at its sole cost and expense, comply with any
and all requirements, pertaining to said Premises, of any insurance organization
or company, necessary for the maintenance of reasonable fire and public
liability insurance, covering said Premises
and appurtenances. The
Landlord agrees to purchase and keep in force fire, and extended coverage
insurance covering the Premises in in the amount of the full
replacement value of the
Building, as determined by Landlord's insurance company's appraisers. The Tenant
agrees to pay to the Landlord as additional rent, on demand, the full cost of
said insurance as evidenced by insurance billings to the Landlord Payment shall
be due to Landlord within ten (10) days after written invoice to
Tenant.


      

    

    
      


        
          
             


          

          
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        In addition, Tenant agrees to insure
its personal property, additions, alterations, and improvements for their full
replacement value (without depreciation) and to obtain worker's compensation and
public liability and property damage insurance for occurrences within the
Premises of $5,000,000.00 combined single limit for bodily injury and property
damage. Tenant shall name Landlord as an additional insured, shall deliver a
copy of the policies and renewal certificates to Landlord.  All
such policies shall
provide for thirty (30) days' prior written notice to Landlord of any
cancellation or termination. Notwithstanding the above, Landlord retains the
right to have Tenant provide other forms of insurance which may be reasonably
required to cover future risks.

         

        
          Landlord
and Tenant hereby waive any rights each may have against the other on account of
any loss or damage occasioned to the Landlord or the Tenant as the case may be,
or to the Premises or its contents, and which may arise from any risk covered by
their respective insurance policies, as set forth above, to the extent of the amount of
insurance proceeds actually received by the insured party.  The
parties shall obtain from their respective insurance companies a waiver of any
right of subrogation which said insurance company may have against the Landlord
or the Tenant, as the case may be.

        

        
          


          Tenant
shall not be liable for any deductibles relating to earthquake
insurance.  With respect to all other insurance deductibles, Tenant
shall not have any liability to the extent the deductibles exceed $10,000 per
occurrence of damage.  Tenant shall have no liability for premiums
relating to earthquake insurance to the extent the amount of the premium
therefor exceeds 3.5cents per square foot per month.  Tenant shall not
be required to pay insurance premiums more than thirty (30) days in advance of
the date on which such insurance premiums are due.  The amounts
referenced in the paragraph shall be increased annually by the change in the
CPI.

           

          13.           TAXES:   Tenant shall be
liable for all taxes levied against personal property and trade or business
fixtures, and agrees to pay, as additional rental, all real estate taxes and
special assessment installments levied on the Premises, upon the
occupancy of the Premises and including any substitute or additional charges
which may be imposed during the Lease term including real estate tax increases due to a sale or
other transfer of the Premises, as they appear on the City and County tax bills during the Lease term,
and as they become due. It is understood and agreed that Tenant's obligation
under this paragraph will be prorated to reflect the commencement and
termination dates of this Lease. If Tenant's Allocable Share of Taxes (based on
square footage) is not consistent with the method used by the County Tax
Assessor, Landlord shall allocate based on the County's formula.  In
any time during the term of this Lease a tax, excise on rents, business license
tax, or any other tax, however described, is levied or assessed against
Landlord, as a substitute or addition in whole or in part for taxes assessed or imposed on land or
Buildings,  Tenant shall pay and discharge his prorata share of such
tax or excise on rents or other tax before it becomes delinquent, except that
this provision is not intended to cover net income taxes, inheritance, gift or
estate tax imposed upon the Landlord.  In the event that a tax is
placed, levied,  or assessed against Landlord and the taxing authority
takes the position that the Tenant cannot pay and discharge his prorata share of
such tax on behalf of the Landlord, then at the sole election
of   the Landlord, the Landlord may increase the rental charged
hereunder by the exact amount of such tax.  Tenant shall not be
required to pay insurance premiums or taxes more than thirty (30) days in
advance of the date on which such taxes would otherwise become delinquent, or
sooner than  thirty (30) days after receipt from Landlord of the tax
bill for the Premises. Tenant at its cost shall have the right, at any time, to
seek a reduction in the assessed valuation of the Premises or to contest any
real property taxes that are to be paid by Tenant. Landlord shall not be
required to join in any proceeding or contest brought by Tenant unless the
provisions of any law require that the proceeding or contest be brought by or in
the name of Landlord or any owner of the Premises.  In that case,
Landlord shall join in the proceeding or contest or permit it to be brought in
Landlord's name as long as Landlord is not required to bear any
cost.

        

      

    

    
       

    

    
      

        
          
             


          

          
            viii

            
              

            

          

          
             


          

        


        14.
UTILITIES:   Tenant shall pay directly to the providing
utility all water, gas, heat, light, power, telephone and other utilities
supplied to the Premises.  Landlord shall not be liable for a loss of
or injury to property, however occurring, through or in connection with or
incidental to furnishing or failure to furnish any of utilities to the Premises
and Tenant shall not be entitled to abatement or reduction of any portion of the
rent so long as any failure to provide and furnish the utilities to the Premises
due to any cause beyond the Landlord's reasonable control.

        
          


          15.
ABANDONMENT:   Tenant shall not vacate or abandon the
Premises at any time during the term; and if Tenant shall abandon, vacate or
surrender said Premises, or be dispossessed by process of law, or otherwise, any
personal property belonging to Tenant and left on the Premises shall be deemed
to be abandoned, at the option of Landlord, except such property as may be
mortgaged to Landlord, Notwithstanding the foregoing,
Tenant shall be entitled to suspend its operations on the Premises indefinitely
and/or vacate the Premises provided that Tenant continues to timely pay rent and
perform all other obligations of Tenant under this
Lease, and in the event
of physical vacation of the Premises, also provides a security guard or other
reasonable security protection for the Premises.

        

        


        16. FREE FROM
LIENS:    Tenant shall
keep the Premises and the Building in which the Premises are situated, free from
any liens arising out of any work performed, materials furnished, or obligations
incurred by Tenant Landlord agrees to
execute upon written request by Tenant any equipment lien waivers required by
lenders or lessors respecting such equipment provided that such
lenders or lessors agree to repair any damage caused by their removal of such
machinery orequipment and further agree to such additional reasonable
requirements as Landlord may impose at the time such equipment lien waivers
are
requested.

        


        17. COMPLIANCE WITH GOVERNMENTAL
REGULATIONS:Subject to
paragraph 18 below, Tenant shall, at its sole cost and expense, comply
with all of the  requirements of all Municipal, State and Federal
authorities now in force, or which may hereafter  be in force,
pertaining to Tenant's
particular use of the Premises, and shall faithfully observe
in   the use of the Premises all Municipal ordinances and State
and Federal statutes now in force or which may hereafter be in force. The judgement of any court of competent
jurisdiction, or the admission of Tenant in any action or
proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has
violated any such ordinance or statute in the use of the Premises, shall be conclusive of that fact as
between Landlord and Tenant. In
the event any improvement, addition,
or alteration to the Building is required in the future as a consequence of
requirements of lawful governmental authority enacted subsequent to the
execution of this Lease, the cost of such improvements shall be allocated
between Landlord and Tenant such that Landlord initially bears the entire cost
thereof, and Tenant bears from and after the date of completion of such  improvement the
amortized portion of the cost thereof each year based upon the actual useful
life of such improvement. Notwithstanding the foregoing, all violations of
building codes and other promulgations of lawful governmental authority which
relate to construction of the Tenant Interior Improvements or the Building shall
be corrected by Landlord at its sole cost and expense.

        
          


        

        18. TOXIC WASTE AND
ENVIRONMENTAL DAMAGE:   Without the prior
written consent of Landlord, Tenant shall not bring, allow, use or permit upon
the Premises, or generate   or create at or emit or dispose from
the Premises any chemicals, toxic or hazardous gaseous,
liquid   or solid materials or waste, including without
limitation, material or substance having characteristics of ignitability,
corrosivity, reactivity, or extraction procedure toxicity or
substances

        or
materials which are listed on any of the Environmental Protection Agency's lists
of hazardous wastes or which are identified in
Sections 66680 through 66685 of Title 22 of the California Administrative
Code as the same may be amended from time to time. Tenant shall comply, at its
sole cost, with all laws pertaining to, and shall indemnify and hold Landlord
harmless from any claims, liabilities, costs or expenses incurred or suffered by
Landlord arising from such bringing, allowing, using, permitting, generating,
creating, or emitting or disposing of any such materials. Tenant's
indemnification and hold harmless obligations include, without limitation, (i)
claims, liability, costs or expenses resulting from or based upon
administrative, judicial (civil or criminal) or other action, legal or
equitable, brought by any private or public person under common law or under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERLA"), the Resource Conservation and Recovery Act of 1980 ("RCRA") or any
other Federal, State, County or Municipal law, ordinance or regulation, (ii)
claims, liabilities, costs or expenses pertaining to the cleanup or containment
of wastes, the identification of the pollutants in the waste, the identification
of scope of any environmental contamination, the removal of pollutants from
soils, riverbeds or aquifers, the provision of an alternative public drinking
water source, or the long term monitoring of ground water and surface waters,
and (iii) all costs of defending such claims. In order to obtain consent, Tenant
shall deliver to Landlord its written proposal describing the toxic material to
be brought onto the Premises, measures to be taken for storage and disposal
thereof, safety measures to be employed to prevent pollution of the air, ground,
surface and ground water.  Tenant further agrees to properly close the
facility with regard to hazardous materials and obtain a Closure Certificate
from the local administering agency.


      

      
        
          
          

        

        
          ix

          
            

          

        

        
          
          

        

      

      

        
          19.   INDEMNITY:   As
a material part of the consideration to be rendered to Landlord, and except to the extent caused by
the negligence or willful misconduct of Landlord or its agents, employees or
contractors, Tenant hereby waives all claims against Landlord for damages
to   goods, wares and merchandise, and all other personal
property in, upon or about said Premises and for injuries to persons in or about
said Premises, from any cause arising at any time, and Tenant will hold Landlord
exempt and harmless from any damage or injury to any person, or to the goods,
wares and merchandise and all other personal property of any person, arising
from the use of the Premises by Tenant, or from the failure of Tenant to keep
the Premises in good condition and repair, as herein provided. Further, in the
event Landlord is made party to any litigation due to the acts or omission of
Tenant, Tenant will indemnify and hold Landlord harmless from any such claim or
liability including Landlord's costs and expenses and reasonable attorney's fees
incurred in defending such claims.

        

        
          


          20. ADVERTISEMENTS AND
SIGNS:    Tenant will not place or permit to be
placed, in, upon or about the said Premises any signs not approved by the city
or other governing authority.  The Tenant will not place, or permit to
be placed, upon the Premises, any signs, advertisements or notices without the
written consent of the Landlord which will not be
unreasonably withheld.  Any sign so placed on the Premises shall be so
placed upon the understanding and agreement that Tenant will remove same at the
termination of the tenancy herein created and repair any damage or injury to the
Premises caused thereby, and if not so removed by Tenant then Landlord may have
same so removed at Tenant's expense.

        

        


        21. ATTORNEY'S
FEES:    In case suit
should be brought for the possession of the Premises, for the recovery of any
sum due hereunder, or because of the breach of any other covenant herein, the
losing party shall pay to the prevailing party a reasonable attorney's
fee as part of its costs which shall be deemed to have accrued on the
commencement of such action and shall be enforceable whether or not such action
is prosecuted to judgement.

         

        22. TENANT'S
DEFAULT:   The occurrence of any of the following shall
constitute a material default and breach of this Lease by Tenant a) Any failure
by Tenant to pay the rental or to make any other payment required to be made by
Tenant hereunder, where such failure continues for ten (10) days after written
notice thereof by Landlord to Tenant; b) Subject to paragraph 22, the
abandonment or vacation of the Premises by Tenant; c) A failure by Tenant to
observe and perform any other provision of this Lease to be observed or
performed by Tenant, where such failure continues for thirty (30) days after
written notice thereof by Landlord to Tenant; provided, however, that if the
nature of such default is such that the same cannot reasonably be cured within
such thirty (30) day period Tenant shall not be deemed to be in default if
Tenant shall within such period commence such cure and thereafter diligently
prosecute the same to completion; d) The making by Tenant of any general
assignment for the benefit of creditors; the filing by or against Tenant of a
petition to have Tenant adjudged a bankrupt or of a petition for reorganization
or arrangement under any law relating to bankruptcy (unless, in the case of a
petition filed against Tenant, the same is dismissed after the filing); the
appointment of a trustee or receiver to take possession of substantially
all of Tenant's assets located at the Premises or of Tenant's interest in this
Lease, where possession is not restored to Tenant within sixty (60) days; or the
attachment, execution or other judicial seizure of substantially all of Tenant's
assets located at the Premises or of Tenant's interest in this Lease, where such
seizure is not discharged within sixty (60) days. The notice
requirements set forth herein are in lieu of and not in addition to the notices
required by California Code of Civil Procedure Section 1161.

        
          

            
              
                 


              

              
                x

                
                  

                

              

              
                 


              

            



          
            
                  22. (a)
Remedies: In the event of any such
default by Tenant, then in addition to any  other remedies available
to Landlord at law or in equity,
Landlordshall have the 

              immediate option to terminate this Lease and all
rights of Tenant hereunder by giving written notice of such intention to
terminate.  In the event that Landlord shall elect to so terminate
this Lease then Landlord may recover from Tenant: a) the worth at the time of
award of any unpaid rent which had been earned at the time of such termination;
plus b) the worth at the time of award of the amount by which the unpaid rent
would have been earned after termination until the time of award exceeds the
amount of such rental loss Tenant proves could have been reasonably avoided;
plus c) 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
Tenant proves could be reasonably avoided; plus d) any other amount necessary to
compensate Landlord for all the detriment proximately caused by Tenant's failure
to perform his obligations under this Lease or which in the ordinary course of
things would be likely to result therefrom, and e) at Landlord's election, such
other amounts in addition to or in lieu of the foregoi ng as may be permitted
from time to time by applicable California law. The term "rent", as used herein,
shall be deemed to be and to mean the minimum monthly installments of rent and
all other sums required to be paid by Tenant pursuant to the terms of this
Lease, all other such sums being deemed to be additional rental due
hereunder.  As used in (a) and (b) above, the "worth at
the time of award" is computed by allowing interest at the rate of the discount
rate of the Federal Reserve Bank of San Francisco plus five (5%) percent per
annum. As used in (c) above, the "worth at the time of award" is computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus one (1%)
percent.

            

            


            22. (b)
Right to Re-enter: In the event of any
such default by Tenant, Landlord shall also have the right, upon
terminating this Lease, to re-enter the Premises and remove all persons
and property from the Premises; such property may
be removed and stored in a public warehouse or elsewhere at the cost of and for
the account of Tenant.

            


            22.(c)   Abandonment:    In the event of the vacation or
abandonment of the Premises by Tenant, to the extent
not permitted pursuant to the provisions of paragraph 15 above, or in the
event that Landlord shall elect to re-enter as provided in paragraph 22.(b)
above or shall take possession of the Premises pursuant to legal proceeding or
pursuant to any notice provided by law, then if Landlord does not elect to
terminate this Lease as provided in paragraph 22.(a) above, then the provisions
of California Civil Code Section 1951.4, as amended from time to time, shall
apply and Landlord may from time to time, without terminating this Lease, either
recover all rental as it becomes due or relet the Premises or any part thereof
for such term or terms and at such rental or rentals and upon such other terms
and conditions as Landlord in its sole discretion may deem advisable with the
right to make alterations and repairs to the
Premises. In the event that Landlord shall elect to so relet, then rentals
received by Landlord from such reletting shall be applied: first, to the payment
of any indebtedness other than rent due hereunder from Tenant to Landlord;
second, to the payment of any cost of such reletting; third, to the
payment of the cost of any alterations and repairs to the Premises;
fourth, to the payment of rent due and unpaid hereunder, and the residue, if
any, shall be held by Landlord and applied in payment of future rent as the same
may become due and payable hereunder. Should that portion of such rentals
received from such reletting during any month, which is applied by the payment
of rent hereunder, be less than the rent payable during that month by Tenant
hereunder, then Tenant shall, pay such deficiency to Landlord immediately upon
demand therefor by Landlord. Such deficiency shall be calculated and paid
monthly.  Tenant shall also pay to Landlord, as soon as ascertained,
any costs and expenses incurred by Landlord in such reletting or in making such
alterations and repairs not covered by the rentals received from such
reletting. 

             

            
              
                 


              

              
                xi

                
                  

                

              

              
                 


              

            


            22. (d) No Termination: No re-entry or taking
possession of the Premises by Landlord pursuant to 22. (b) or 22. (c) of this
Article 22 shall be construed as an election to terminate this Lease unless a
written notice of such intention be given to Tenant or unless the termination
thereof be decreed by a court of
competent jurisdiction.  Notwithstanding any reletting without
termination by Landlord because of any default by Tenant, Landlord may at any
time after such reletting elect to terminate this Lease for any such
default.

            


            23. SURRENDER OF
LEASE:  The voluntary or
other surrender of this Lease by Tenant or a mutual cancellation thereof, shall
not automatically effect a merger of the Lease with Landlord’s ownership of the
Building and Premises.  Instead, at the option of Landlord, Tenant’s
surrender may terminate all or any existing sublease or subtenancies, or may
operate as an assignment to Landlord of any or all such subleases or
subtenancies, thereby creating a direct Landlord-Tenant relationship between
Landlord and any subtenants.

            


            24. HABITUAL DEFAULT: Notwithstanding anything to the contrary contained
in paragraph 22, 22 (a) (b) (c) and (d), the parties hereto agree that if the
Tenant shall have defaulted in the payment
of rent for three or more times during any twelve month period during the
term hereof, then such conduct shall, at the election of the Landlord, represent
a separate event of default which cannot be cured by the Tenant. Tenant
acknowledges that the purpose of this provision is to prevent repetitive
defaults by the Tenant under the Lease, which work a hardship upon the Landlord,
and deprive the Landlord of the timely performance by the Tenant
hereunder.

            


            25. LANDLORD'S DEFAULT: In the event of Landlord's failure to perform any of
its covenants or agreements under this Lease, Tenant shall give Landlord written
notice of such failure and shall give Landlord the reasonable opportunity to
cure such failure prior to any claim for breach or for damages resulting from
such failure.

             

          

        

      

    

    


      
        
           


        

        
          xii

          
            

          

        

        
           


        

      


      26. NOTICES:
All notices given
to Tenant may be given in writing personally or by depositing the same in the
United States mail, postage prepaid, registered
or certified mail, return receipt requested, and addressed to
Tenant at the said Premises, whether or not Tenant has departed from, abandoned
or vacated the Premises. All notices shall be deemed received three (3) days
after posting. Either
party shall have the right to change its address by written notice to such
effect to the other party.

      


      
        27.  ENTRY BY
LANDLORD:  Tenant shall
permit Landlord and his agents to enter into and upon said Premises at all
reasonable times, upon at least
twenty-four hours prior notice by Landlord to Tenant, subject to any
security regulations of Tenant for the purpose of inspecting the same or for the
purpose of maintaining the Premises or the Building in which said Premises are
situated, or for the purpose of making repairs, alterations or additions to any
other portion of said Building or for the purpose of erecting additional
building (s) and improvements in the Building, on the land where the Building is
situated, in the Project, or on adjacent land owned by Landlord, including the
erection and maintenance of such scaffolding, canopies, fences, and props as may
be required without any rebate of rent or without any liability to Tenant for
any loss of occupation or quiet enjoyment of the Premises thereby occasioned;
and Tenant shall permit Landlord and his agents, at any time within ninety (90)
days prior to the expiration of this Lease, to place upon said Premises any “For
Sale” or “to lease” signs and exhibit the Premises to prospective tenants at
reasonable hours.  During any entry by Landlord upon the Premises
permitted by this paragraph 27, Landlord shall minimize its interference with
Tenant’s activities on the Premises.  To the
extent Tenant
is required to discontinue its operations on the Premises as a consequence of
Landlord's activities in connection with its entry onto the Premises, Tenant
shall be entitled to abatement of rent in proportion to the degree to which the
Tenant is required to discontinue such
operations.

      

      
        


        28.
DESTRUCTION OF PREMISES:    In the event of a partial destruction of the
Premises by an insured casualty or
any casualty for which insurance is required hereunder during the said
term from any cause, Landlord shall forthwith repair the same, provided such
repairs can be made within one
hundred eighty (180) days under the
laws and regulations of State, Federal, County or Municipal authorities, but
such partial destruction shall in no way annul or void this Lease, except that
Tenant shall be entitled to a proportionate reduction of rent from
and after the date of damage until such repairs are completed, such proportionate
reduction to be based upon the extent to which the making of such repairs shall
interfere with the business carried on by Tenant in the said Premises in the
reasonable judgement of Landlord. If such repairs cannot be made in one
hundred eighty (180) days, Landlord
may, at its option, make same within a reasonable time, this Lease continuing in
full force and effect and the rent to be proportionately reduced as aforesaid in
this paragraph provided. In the event that Landlord does not elect to make such
repairs, or such repairs cannot be made under such laws and regulations, this
Lease may be terminated at the option of Tenant For purposes of this paragraph
"partial destruction" shall mean destruction to the extent of one-third (1/3) of
the Replacement Cost of the Premises or less. In the event the Premises
are more than partially destroyed, Landlord or
Tenant may elect to
terminate this Lease, or
Landlord may proceed with
repairs, in which
event this Lease
shall
continue in full
force and the rent shall
be
proportionately reduced as aforesaid. In respect to any partial destruction
which Landlord is obligated to repair or may elect to repair under the terms of
this paragraph, the provision of Section 1932, Subdivision 2, and of Section
1933, Subdivision 4, of the Civil Code of the State of California are waived by
Tenant. An
uninsured casualty shall be deemed to exist only to the extent insurance was not
required to be carried by either party hereunder for such casualty or if Tenant
elects not to fund the difference between the amount of insurance proceeds
actually paid to cover such damage and the cost to
repair such damage. In the event of a total or partial destruction of the
Premises by an uninsured casualty, then Landlord shall forthwith repair the
same, provided such repairs will cost no more than $180,000 and can be made
within 180 days under the laws and regulations of applicable governmental
authorities; rent while such repairs are being made, shall be abated based upon
the extent to which the repairs interfere with the business conducted by Tenant
in the Premises. In the event of total or partial destruction of the Premises by
an uninsured casualty which will cost more than. $180,000 to repair, or which
can not be made within said 180 day period, Landlord shall be entitled to
terminate, this Lease by notice to Tenant within ten (10) days after the
occurrence of said damage. If Landlord elects to terminate because the repairs
will cost more than $180,000, then Tenant may commit to fund the balance of the
repair costs, in which event Landlord shall promptly make such repairs and this
Lease shall continue in full force and. effect. If Landlord does not elect to
terminate the Lease, Landlord shall promptly make all repairs at its sole cost
and this Lease shall continue in full force and effect. In the event of
any dispute between Landlord and Tenant relative to the provisions of this
paragraph, they shall each select an arbitrator, the two arbitrators so selected
shall select a third arbitrator and the three arbitrators so selected shall hear
and determine the controversy and their decision thereon shall be final and
binding upon both Landlord and Tenant, who shall bear the cost of such
arbitration equally between them. In all events Landlord shall not be required
to restore additions; alterations or improvements made by Tenant or replace
Tenant's fixtures or personal property.  In
the event any repairs, whether with respect to an insured or uninsured casualty,
require more than one hundred eighty (180) days to complete in Landlord's
reasonable estimation, Tenant shall be entitled to terminate this Lease by
notice to Landlord of such termination within ten (10) days afterLandlord
advises Tenant of the time period required to complete such
repairs.

      


      
        
           


        

        
          xiii

          
            

          

        

        
           


        

      



    
      29 . ASSIGNMENT OR SUBLEASE:
In the event Tenant desires to assign this Lease or any interest therein including, without
limitation, a pledge, mortgage or other hypothecation, or sublet the Premises or
any part thereof, Tenant shall deliver to Landlord executed counterparts of any
such agreement and of all ancillary agreements with the proposed assignee or
subtenant, financial statements, and any additional information as reasonably
required to determine whether it will consent to the proposed assignment or
sublease. The notice shall give the name and current address of the proposed
assignee/subtenant, proposed use of the Premises, rental rate and current
financial statement; and upon request to Tenant, Landlord shall be given
additional information as reasonably required to determine whether it will
consent to the proposed assignment or sublease. Landlord shall then have a
period of seven (7) business
days following receipt of
such notice within which to notify Tenant in writing that Landlord elects (i) to
terminate this Lease as to the space so affected as of the date so specified by
Tenant in which event Tenant will be relieved of all further obligations
hereunder as to such space; provided that
Landlord shall only be entitled to terminate this Lease in the event the
proposed assignment or sublease relates to more than fifty percent (50%) of the
Building for a cumulative period of time in excess of three (3) years to the
same subtenant, (ii) to
permit Tenant to assign or sublet such space to the named assignee/subtenant on
the terms and conditions set forth in the notice, or (iii) refuse consent. If
Landlord should fail to notify Tenant in writing of such election within said
seven
(7) business-day period,
Landlord shall be deemed to have elected option (ii) above. Any rent or other
economic consideration realized by Tenant under any such sublease and assignment
in excess of the Base Rental and Additional Rental payable hereunder (including
an allocation of the purchase price in the event of a sale of the Tenant's
business), after the net unamortized cost of the Tenant Extra Improvements for
which Tenant has itself paid, and reasonable subletting and assignment costs,
shall be divided and paid fifty percent
(50%) to Landlord
and
fifty percent (50%) to
Tenant. Tenant's obligation to pay over Landlord's portion of the consideration
shall constitute an obligation for additional rent hereunder. No assignment or
subletting by Tenant shall relieve Tenant of any obligation under this
Lease.  Any assignment or subletting which conflicts with the
provisions hereof shall be void.

      
         

        If
Landlord exercises its option to terminate this Lease in part in the event
Tenant desires to sublet or assign part of the Premises, then (a) this Lease
shall end and expire, with respect to such part of the Premises, on the date
upon which the proposed sublease was to commence, and (b) from and after such
date, the rent and Tenant's allocable share of all other costs and charges shall
be adjusted, based upon the proportion that the rentable area of the Premises
remaining bears to the total rentable area of the Premises.

         

      

    

    
      
        
          
          

        

        
          xiv

          
            

          

        

        
          
          

        

      

       

      
        If
Landlord does not exercise its option to terminate this Lease, Landlord's
consent (which must be in writing and in form reasonably satisfactory to
Landlord) to the proposed assignment or sublease shall not be unreasonably
withheld or delayed, provided and upon condition that:

        
          


          (a) In
Landlord's reasonable judgement, the proposed assignee or subtenant is engaged
in such a business, and the Premises, or the relevant part thereof, will be used
in such a manner, that: (ii) is limited to the use expressly permitted under
this Lease; and (ii) will not violate any negative covenant as to use contained
in any other lease of space in the Building;

        

        
          (b) The
proposed assignee or subtenant is a company with sufficient financial worth and
management ability to undertake the responsibility involved, and Landlord has
been furnished with reasonable proof thereof;

        

        
          


          (c)
Neither (i) the proposed assignee or subtenant nor (ii) any person that,
directly or indirectly, controls, is controlled by, or is under common control
with, the proposed assignee or subtenant or any person who controls the proposed
assignee or subtenant, is then an occupant of any part of the Building or
Project of which the Premises are part;

        

        
          


          (d) The
proposed sublease shall be in form reasonably satisfactory to
Landlord;

        

        
          


          (e) There
shall not be more than one (1) subtenant of the Premises at any one
time;

        

        
          


          (f)
Tenant shall reimburse Landlord on demand for any costs that may be incurred by
Landlord in connection with said assignment or sublease, including the costs of
making investigations as to the acceptability of the proposed assignee or
subtenant and legal costs incurred in connection with the granting of any
requested consent; and

        

        
          


          (g)
Tenant shall not have: (i) advertised or publicized in any way the availability
of the Premises without prior notice to, and approval by, Landlord, which approval Landlord shall not
unreasonably withhold or delay in giving.

        

        
           

          Any
sublease or assignment executed with the consent of Landlord shall be subject to
all of the covenants, agreements, terms, provisions and conditions contained in
this Lease.  Notwithstanding any such sublease or assignment and the
acceptance of rent or additional rent by Landlord from any subtenant or
assignee, Tenant shall and will remain fully liable for the payment of the rent
and additional rent due, and to become due hereunder, for the performance of all
of the covenants, agreements, terms, provisions and conditions contained in this
Lease on the part of Tenant to be performed and for all acts and omissions of
any licensee, subtenant, assignee or any other person claiming under or through
any subtenant that shall be in violation of any of the obligations of this
Lease, and any such violation shall be deemed to be a violation by Tenant.
Tenant shall further indemnify, defend and hold Landlord harmless from and
against any and all losses, liabilities, damages, costs and expenses (including
reasonable attorney fees) resulting from any claims that may be made against
Landlord by the proposed assignee or subtenant or by any real estate brokers or
other persons claiming a commission or similar compensation in connection with
the proposed assignment or sublease. In the event of Tenant's default, Tenant
hereby assigns all rents due from any assignment or subletting to Landlord as
security for performance of its obligations under this Lease and Landlord may
collect such rents as Tenant's Attorney-in-Fact, except that Tenant may collect
such rents unless a default occurs, as described in paragraph 22
above.

           

        

      

    

    
      
        
          
          

        

        
          xv

          
            

          

        

        
          
          

        

      

       

      
        Any
assignment or transfer shall be made only if and shall not be effective until
the assignee shall execute, acknowledge and deliver to Landlord an agreement, in
form and substance satisfactory to Landlord, whereby the assignee shall assume
all of the obligations of this Lease on the part of Tenant to be performed or
observed.

        
          


          If Tenant
is a corporation or partnership, all the above provisions shall apply to a
transfer (by one or more transfers) of a majority of the stock of the
corporation or the majority of ownership or control of the partnership, as if
such transfer were an assignment of this Lease; but said provisions shall not
apply to transactions with a corporation or partnership which is a wholly owned
subsidiary of Tenant; and provided further that said provisions shall not apply
to transactions with corporate
parents, or any issuance of stock by Tenant in a series of financings, or to any
transfer of shares by Tenant in connection with a merger, consolidation, or
other reorganization of Tenant after which Tenant is the
survivor.  Notwithstanding the foregoing, all such transactions shall
require the consent of Landlord unless the Tenant, after such transaction, has a
net worth in excess of the net worth of Tenants as of the date Tenant executes
this Lease.

        

         

        The
termination of this Lease due to Tenant’s default shall not automatically
terminate any assignment or sublease then in existence.  At the
election of Landlord, the assignee or subtenant shall attorn to Landlord and
Landlord shall undertake the obligations of the Tenant under the sublease or
assignment; provided the Landlord shall not be liable for prepaid rent, security
deposits, or other defaults of the Tenant to the subtenant or
assignee.

        


        30.  CONDEMNATION:   If
any part of the Premises shall be taken for any public or quasi-public use,
under any statute or by
right of eminent domain or private purchase in lieu thereof, and a part thereof
remains which is susceptible of occupation hereunder, this Lease shall as to the
part so taken, terminate as of the date title shall vest in the condemnor or
purchaser, and the rent payable hereunder shall be adjusted so that the Tenant
shall be required to pay for the remainder of the term only such portion of such
rent as the value of the part remaining after such taking bears to the value of
the entire Premises prior to such taking.  If all of the Premises or
such part thereof be taken so that there does not remain a portion susceptible
for occupation hereunder, this Lease shall thereupon terminate.  If a
part or all of the
Premises be taken, all compensation awarded upon such taking shall go to the
Landlord and the Tenant shall have no claim thereto but Landlord shall cooperate
with Tenant to recover compensation for damage to or taking of any alterations, additions or
improvements made by Tenant, and Tenant’s moving costs.  Tenant hereby
waives the provisions of California Code of Civil Procedures Section
1265.130.

        


        31.  EFFECTS OF
CONVEYANCE:   The term “Landlord” as used in this Lease,
means only the owner for the time being of the land and Building, containing the
Premises, so that, in the event of any sale of said land or Building, or in the event of
a master Lease of the Building, the Landlord shall be and hereby is entirely
freed and relieved of all covenants and obligations of the Landlord hereunder,
to the extent such obligations accrue subsequent to the date of said sale or
master
Lease, and only to the extent the purchaser or master Lessee agrees in
writing to assume the obligations of Landlord under the Lease arising after said
sale or master Lease, and it shall be deemed and construed, without further
agreement between the parties and the purchaser at any such sale, or the master
tenant of the Building, that the purchaser or master tenant of the Building has
assumed and agreed to carry out any and all covenants and obligations of the
Landlord hereunder.  Landlord shall transfer and deliver Tenant’s
security deposit, to the purchaser at any such sale or the master tenant of the
Building, and thereupon the Landlord shall be discharged from any further
liability in reference thereto.




    

    
      
        
        

      

      
        xvi

        
          

        

      

      
        
        

      

    

     

    
      32. SUBORDINATION: In the event Landlord
notifies Tenant in writing, this
Lease shallbe subordinate to any ground Lease, deed of trust, or other
hypothecation for security now or hereafter placed
upon the real property of which the Premises are a part and to any and
all advances made on the security thereof and to renewals, modifications,
replacements and extensions
thereof.  Tenant agrees to promptly execute any documents which
may be required to effectuate such subordination, provided that Tenant receives
from the lender or other lien holder requesting such subordination
an agreement in writing that provides that in the event the lien holder
acquires title to the real property of which the Premises are a part, such party
shall not terminate this Lease so long as Tenant is not in default hereunder,
and such party shall recognize all of the rights of the Tenant under the Lease.
Notwithstanding such subordination, Tenant’s rights to quiet possession of the
Premises shall not be disturbed if Tenant is not in default and so long as
Tenant shall pay the rent and observe and perform all of the provisions of this
Lease.

      


      33. WAIVER:
The waiver
by Landlord
or Tenant of any breach of any term, covenant or condition, herein
contained shall not be deemed to be a waiver of such term, covenant or
condition or any subsequent breach of the same or any other term,
covenant or condition herein contained. The subsequent acceptance of rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
by Tenant of any term, covenant or condition of this Lease ,other than the failure of Tenant
to pay the particular rental so accepted, regardless of Landlord's knowledge of
such preceding breach at the time of acceptance of such
rent.

      


      34. HOLDING
OVER:  Any holding over after
the termination or expiration of the said term, shall be construed to be a hold
over tenancy and Tenant shall pay rent to Landlord at a rate equal to one and
one -fourth
(1.25) times the monthly rental
installment due in the month preceding the
termination or expiration of the Lease and shall otherwise be on the terms and
conditions herein specified, except those provisions relating to the term and
any options to extend or renew, which terms are expressly waived during any hold
over. Furthermore, no holding over shall be deemed or construed to
exercise any option to extend or renew this Lease in lieu of full and timely
exercise of any such option as required hereunder.

      


      35. SUCCESSORS AND ASSIGNS:
The covenants and conditions herein contained
shall, subject to the provisions as to assignment, apply to and bind the heirs,
successors, executors, administrators and assigns of all the parties hereto: and
all of the parties hereto
shall be jointly and severally liable hereunder.

      


      36. ESTOPEL
CERTIFICATES: Tenant shall at any time
during the term of this Lease, upon not less than five (5) days prior written
notice from Landlord, execute and deliver to Landlord a statement in writing
certifying that this Lease is unmodified and in full force and
effect

      (or, if modified,
stating the nature of such modification) and the date to which the rent
and other charges are paid in advance, if any, and acknowledging that there are
not to Tenant’s knowledge, any uncured defaults on the part of Landlord
hereunder or specifying such defaults if they are claimed. Any such
statement may be conclusively relied upon by any prospective purchaser or
encumbrancer of the Premises. Tenant’s failure to deliver such statement within
such time shall be conclusive upon the Tenant that (a) this Lease is in full
force and effect without modification except as may be represented by Landlord
(b) there are not uncured defaults in Landlord’s
performance.

      


      37. OPTION TO
EXTEND:  Tenant shall have
the option and right to extend the term of this Lease for two (2) separate additional
and successive option periods of five (5) years each, ( each such period being
referred to as the  “ Renewal Term “ ) commencing with rent at “ Fair
Market  Value “as defined in paragraph 38 below, only under the
following conditions precedent: (i) That
no event of default
has occurred at the time of Tenant’s exercise of the option to extend the
term
or at
the time of commencement of the extended term: and (ii) Tenant
has delivered written notice by certified mail to Landlord not less than
one hundred and twenty (120) days prior and not more than one hundred and
eighty (180) days prior to the expiration of the then existing term of
the Lease of  Tenant’s intention to extend the term of the
Lease.



      
        
           


        

        
          xvii

          
            

          

        

        
           


        

      


      38. FAIR MARKET VALUE: For
purposes of this Lease the term "Fair Market Value" shall mean the going market
rental as of the date of commencement of each Renewal Term, for equivalent space
in San Jose of similar age and construction, with improvements and equipment in
similar condition (but
excluding improvements and equipment installed by Tenant at Tenant's sole
expense which Tenant has a right to remove) and for a lessee proposing to
sign a five (5) year lease and having financial qualifications similar to
Tenant, it being understood that in determining "Fair Market Value" the parties
shall negotiate in good faith in order to reach agreement within thirty (30) days after the
exercise of the Option to Extend by Tenant; and in the event the parties
are unable to reach agreement, the matter shall be referred to arbitration by
three (3) M.A.I.
appraisers, experienced in the evaluation of similar rental properties in
the County of Santa Clara, State of California. Landlord and Tenant shall each
appoint one such arbitrator within thirty (30) days of a written request for
arbitration from the other, and the two arbitrators so selected shall select a
third arbitrator within fifteen (15) days after the selection of the second
arbitrator.  The determination of the three arbitrators shall be made
by the vote of two (2) or more of the three arbitrators within thirty (30) days
from the date of the appointment of the third arbitrator and shall be final for
all purposes.  The cost of arbitration shall be shared
equally.  In no event shall such "Fair Market Value" be less than the
rental paid during the year immediately preceding the commencement of the
current extension.  In the event the determination of
Fair Market Value pursuant to the foregoing provisions results in a Fair Market
Value which is in excess of an amount Tenant believes is appropriate, Tenant
shall be entitled to rescind its exercise of the Option to Extend within ten
(10) days after the date the Fair Market Value is actually determined and Tenant
is notified thereof, in which event the term of this Lease shall expire as
though the option to extend were never exercised.

      


      39. RENTAL ADJUSTMENTS DURING RENEWAL
PERIODS: As noted above the initial rental rate for the first year of
each Renewal Term shall be the "Fair Market Value" calculated in accordance with
paragraph 38.  The rent during each Renewal Term shall be subject to
annual adjustments beginning the second year of each Renewal Term based on the
Consumer Price Index Adjustment ("Adjustment").  The basis for
computing the Adjustment shall be the U.S. Department of Labor, Bureau of Labor
Statistic's Consumer Price Index for All Urban Consumers, All Items,
1982-84=100, for the San Francisco-Oakland-San Jose area,
("Index").  The Index most recently published preceding the
commencement of each Renewal Term shall be considered the "Beginning
Index".  If the Index most recently published preceding the Adjustment
Date ("Comparison Index") is greater than the Beginning Index, the monthly rent
shall be increased by multiplying the monthly rent by a fraction, the numerator
of which is the Comparison Index and the denominator of which is the Beginning
Index.  Notwithstanding any subsequent decrease in the Index, the new
monthly rent shall never be less than the rent for the month immediately
preceding the Adjustment Date.  On adjustment of the monthly rent
Landlord shall notify Tenant by letter stating the new monthly
rent.  If the Index base year is changed so that it differs from
1982-84=100, the Index shall be
converted in accordance with the conversion factor published by the
United States Department of Labor, Bureau of Labor Statistics.  If the
Index is discontinued or revised during the Renewal Term, such other government
index or computation with which it is replaced shall be used in order to obtain
substantially the same result as would be obtained if the index had not been
discontinued or revised.


      
        
           


        

        
          xviii

          
            

          

        

        
           


        

      


      40.
OPTIONS:   In the event that Tenant hereunder has any
multiple options to extend this Lease, a later option to extend the Lease cannot
be exercised unless the prior option has been so exercised.

      
        


        41.  QUIET
ENJOYMENT:   Upon Tenant's faithful and timely performance
of all the terms and covenants of the Lease, Tenant shall quietly have and hold
the Premises for the term and any extensions thereof.

      

      
        


        42.  BROKERS:   Tenant
represents it has not utilized or contacted a real estate broker or finder with
respect to this Lease other than Wayne Mascia and Tenant agrees to indemnify and
hold Landlord harmless against any claim, cost, liability or cause of action
asserted by any broker or finder claiming through Tenant other than Wayne Mascia. Landlord
shall at its sole cost and expense pay any brokerage commission claimed by Wayne
Mascia in connection with this transaction.  Landlord represents that
it has not utilized or contacted a real estate broker or finder with respect to
this Lease other than Wayne Mascia, and agrees to indemnify and hold Tenant
harmless against any claim, cost, liability or cause of action asserted by any
broker or finder claiming through Landlord.

      

      
        


        43.  LANDLORD'S
LIABILITY:   If Tenant should recover a money judgment
against Landlord arising in connection with this Lease, the judgment shall be
satisfied only out of Landlord's interest in the Premises including the
improvements and real property and neither Landlord or any of its partners shall
be liable personally for any deficiency.

      

      
        


        44.
AUTHORITY OF PARTIES:

      

      
        


               44.
(a)   Corporate Authority:    If
Tenant is a corporation, each individual executing this Lease on behalf of said
corporation represents and warrants that he is duly authorized to execute and
deliver this Lease on behalf of said corporation, in accordance with a duly
adopted resolution of the Board of Directors of said corporation or in
accordance with the by­laws of said corporation, and that this Lease is
binding upon said corporation in accordance with its terms.

      

      
        


               44.(b)  Limited
Partnerships:    If the Landlord herein is a limited
partnership, it is understood and agreed that any claims by Tenant on Landlord
shall be limited to the assets of the limited partnership.  And
furthermore, Tenant expressly waives any and all rights to proceed against the
individual partners or the officers, directors or shareholders of any corporate
partner, except to the extent of their interest in said limited
partnership.  Each
individual executing this Lease on behalf of Landlord represents and warrants
that he is duly authorized to execute and deliver this Lease on behalf of
Landlord, and that this Lease is binding upon.  Landlord in accordance
with its terms.

      

      
        


        45. MISCELLANEOUS PROVISIONS:
All rights and remedies hereunder are cumulative and not alternative to the
extent permitted by law and are in addition to all other rights and remedies in
law and in equity.

         

        If any
term or provision of this Lease is held unenforceable or invalid by a court of
competent jurisdiction, the remainder of the Lease shall not be invalidated
thereby but shall be enforceable in accordance with its terms, omitting the
invalid or unenforceable term.

      

      


      This
Lease shall be governed by and construed in accordance with California
law.



      
        
           


        

        
          xix

          
            

          

        

        
           


        

      


      Tenant
shall not permit or condone any nuisance on the Premises.

      


      All sums
due hereunder, including rent and additional rent, if not paid within three (3)
days after

      receipt
by Tenant of notice from Landlord that Tenant has failed to pay such sum
when due, shall bear interest at the maximum rate permitted under California law
accruing from the date due until the date paid to Landlord.

      


      Time is
of the essence hereunder.

      


      The headings or titles to the
paragraphs of this Lease are not a part of this Lease and shall have no effect
upon the construction or interpretation of any part thereof nor shall any
phrases in capital letters have any increased emphasis. This instrument,
together with all Exhibits hereto, any amendment executed by the parties to
reflect the commencement and expiration date of the Lease, and the Memorandum
of this
Lease, are the entire Agreement between the parties hereto and may not be
modified orally or in any other manner than by an Agreement in writing signed by
all of the parties hereto or their respective successors and
interests.

      


      If Tenant
fails to perform any obligation required under this Lease or by law or
governmental regulation, Landlord in its sole discretion may without notice
perform such obligation, in which event Tenant shall pay Landlord as additional
rent all sums paid by Landlord in connection with such substitute performance
within ten (10) days following Landlord’s written notice for such payment. Any
delinquent sum shall bear interest at the maximum lawful contract rate permitted
to be charged under California law.

      


      All
monetary sums due from Tenant to Landlord under this Lease shall be deemed to be
rent.

      


      IN
WITNESS WHEREOF, Landlord and Tenant have executed these presents, the day and year
first above written.

      


      LANDLORD
: SOBRATO
DEVELOPMENT            TENANT
: PARADIGM TECHNOLOGY,

                               COMPANIES
#
871                                               INC.

      


       A
California Limited
Partnership                                  A
California Corporation

      


      


      


      


      


      BY:   _____________________                                      BY:  ___________________

      


       ITS:
General
Partner                                                        ITS:
President




    
      
        
        

      

      
        xx

        
          

        

      

      
        
        

      

    

    


    


    


    


    


     

    
      
        
        

      

      
        xxi

        
          

        

      

      
        
        

      

    

    


    


    


                                                EXHIBIT
“B”

                                          Preliminary
Floor Plans

    


    


    
 

    
 

    


    


    


    


    
      
        
        

      

      
        xxii

        
          

        

      

      
 

    

    


                                                EXHIBIT
“C”

                                        Guideline
Specifications

                                    Project:
Paradigm Technology

    


    


    


    Building
Shell Definition

    


    The
building Shell includes the following items:

    


    
      	
              1.  

            	
              Site
      Work

            


    

     

    
      	
              a.  

            	
              Asphalt
      concrete paving, wheel stops, and
striping.

            


    

     

    
      	
              b.  

            	
              Concrete
      sidewalks, curbs, gutter, driveway, approaches, and planter
      walls.

            


    

     

    
      	
              c.  

            	
              Landscaping,
      landscape lighting, waterscape, and
irrigation.

            


    

     

    
      	
              d.  

            	
              Underground
      utilities- water, gas, fire line, sanitary line, site storm drainage
      system and primary and secondary electrical line stubbed into
      building.

            


    

     

    
      	
              2.  

            	
                 Building
      Structure

            


    

     

    Includes
all elements necessary to provide for a completely waterproof Building Shell
including but not limited to:

     

    
      	
               
      a.  

            	
               Concrete
      foundation and slab on grade including all reinforcing steel and wire mesh
      including loading dock if
applicable.

            


    

    
      	
              b.  

            	
              Structural
      steel columns and beams.

            


    

    
      	
              c.  

            	
              Steel
      joist and girder second floor system with concrete and metal deck (if
      multi-story building).

            


    

    
      	
              d.  

            	
              Wood
      panelized glulam roof structure with fiberglass built-up roofing including
      roof drainage plumbing.

            


    

    
      	
              e.  

            	
              Glass,
      glazing and perimeter roll up or hollow metal doors including normal
      passage hardware.

            


    

    
      	
              f.  

            	
              Concrete
      tilt up or plaster on metal stud framed exterior
  walls.

            


    

    
      	
              g.  

            	
              Exterior
      painting.

            


    

    


    Tenant
Interior Improvement Definition

    


    The
Tenant Interior Improvement to be specified by Tenant subject to the reasonable
approval of Landlord include the following:

     

    
      
        
        

      

      
        xxiii

        
          

        

      

      
        
        

      

    

    


    
      	
              1.  

            	
              Insulation.
      Thermal or sound insulation.

            


    

    
      	
              2.  

            	
              Partitions.
      Textures gypboard or demountable vinyl covered partitions over metal stud
      framing at 24” on center , with 2-1/2” rubber base as required per Tenant
      Floor Plan.

            


    

    
      	
              3.  

            	
              Doors
      and hardware. Full height, solid core, laminate doors with anodized
      aluminum frame and lever handle latch set hardware as required per Tenant
      Floor Plan.

            


    

    
      	
              4.  

            	
              Ceiling.
      Suspended T-bar ceiling with 2’X4’5/8” thick fire rated acoustical tile or
      textured sheetrock over metal stud framing as required per Tenant Floor
      Plan.

            


    

    
      	
              5.  

            	
              Lighting.  2’x4’
      recessed fluorescent lighting fixtures as required per Tenant Floor
      Plan.

            


    

    
      	
              6.  

            	
              Electrical.
      Main switchgear, power and lighting panels, electrical outlets, telephone
      outlets, light switches and other required electrical distribution per
      Tenant Floor Plan.

            


    

    
      	
              7.  

            	
              Floor
      Covering. Cut pile or textured loop glued down carpet or VAT as required
      per Tenant Floor Plan.

            


    

    
      	
              8.  

            	
              Window
      Covering. Horizontal aluminum one-inch-slat blinds as required per Tenant
      Floor Plan.

            


    

    
      	
              9.  

            	
              Life
      Safety System.  Semi-recessed ceiling-mounted fire sprinklers
      and gridwork as required per Tenant Floor Plan for light hazard occupancy,
      including required fire hoses, cabinets and fire
      extinguishers.

            


    

    
      	
              10.  

            	
              HVAC.  Roof
      mounted built-up or package units including high and low pressure ducting
      and shafts, VAV boxes, supply and return diffusers, and mechanical
      screening as required per Tenant Floor
Plan.

            


    

    
      	
              11.  

            	
              Plumbing:
      Restrooms and janitor closets including ceramic tile, fixtures, mirrors,
      partitions and accessories drinking fountains, sinks, floor drains, coffee
      bars and other plumbing work as required per Tenant Floor
      Plan.

            


    

    
      	
              12.  

            	
              Millwork:
      Millwork or cabinetry as required per Tenant Floor
  Plan.

            


    

    
      	
              13.  

            	
              Interior
      Glazing: Glass or glazing as required per Tenant Floor
    Plan.

            


    

    
      	
              14.  

            	
              Tank
      Farm.  Trenches, tank farm slab, steel, footings, fencing, and
      mezzanine if required.

            


    

    
      	
              15.  

            	
              Process
      Piping & Equipment. All process piping and equipment related to
      Tenant’s manufacturing operations.

            


    

    
      	
              16.  

            	
              Soft
      Cost: Permits, fees to architects, electrical or mechanical consultants;
      and any  other soft costs other than the general conditions
      included in Landlord’s fee defined
below.

            


    

     

    
    

        Landlord or a
related entity shall be the general contractor for construction of the Tenant
Interior Improvements. Landlord’s fee for services as general contractor shall
be eight percent (8%) to cover all of the following: field superintendent,
temporary on-site facilities; home office administration, supervision, and
coordination; financing fees, construction interest; on-site security and
clean-up services during constructions; licensing fees.

       

        Landlord
shall submit to competitive bidding all subcontractor work unless Landlord and
Tenant otherwise agree in writing.


    
      
         


      

      
        xxiv

        
          

        

      

      
         


      

    


    


                                               EXHIBIT
“D”

                                      Final
Tenant Floor Plans

    


     
 


    
      
         


      

      
        xxv

        
          

        

      

      
         


      

    


    


    Cost

    Code                           Description                               Value                           PSF                              Comments

    
      	
              40100

            	
              BUILT-UP-PROOF

            	
              13,000

            	
              .021

            	
              Proof
      Patch Allowance

            
	
              40600

            	
              STAIRWAYS

            	
              N/A

            	 
      	 
      
	
              40900

            	
              STAIRWAYS-HANDRAILS

            	
              N/A

            	 
      	 
      
	
              42000

            	
              HVACROOF
      FRAMING & SUPPORTS

            	
              55,125

            	
              .89

            	 
      
	
              42200

            	
              HVAC

            	
              1,170,000

            	
              18.93

            	 
      
	
              42400

            	
              HVAC-ENERGY
      MGMNT SYSTEM

            	
              N/A

            	 
      	 
      
	
              42500

            	
              PROFF
      SCREEN

            	
              44,510

            	
              .72

            	 
      
	
              42600

            	
              SPRINKLERS-DUCT

            	 
      	 
      	 
      
	
              42700

            	
              SPRINKLERS

            	
              40,762

            	
              .66

            	 
      
	
              43200

            	
              HALON

            	
              N/A

            	 
      	 
      
	
              43400

            	
              EXTINGUISHERS

            	
              3,000

            	
              .05

            	 
      
	
              43900

            	
              ELECTRICAL

            	
              340,000

            	
              5.50

            	 
      
	
              44500

            	
              ELECTRICAL-ENERGY
      MGMT SYSTEM N/A

            	 
      	 
      	 
      
	
              44600

            	
              PLUMBING

            	
              41,000

            	
              .066

            	 
      
	
              44800

            	
              PLUMBING
      PROCESSING PIPE

            	
              300,000

            	
              4.85

            	
              PER
      JACK KNOLL

            
	
              45100

            	
              PLUMBING-NEVT.SYS.GUT
      LINE

            	
              15,000

            	
              .24

            	
              ALLOWANCE

            
	
              45400

            	
              ACOUSTICAL
      CELING

            	
              46,524

            	
              .75

            	 
      
	
              45800

            	
              VINYL
      CELING

            	
              28,520

            	
              .46

            	 
      
	
              45900

            	
              BUILDING
      SECURITY SYSTEM

            	
              N/A

            	 
      	 
      
	
              46100

            	
              WALLS

            	
              185,253

            	
              3.00

            	 
      
	
              46400

            	
              WALLS-DRAFTSTOPS

            	
              5,000

            	
              .08

            	 
      
	
              46700

            	
              WALLS-UNISTRUT

            	
              128,800

            	
              2.08

            	 
      
	
              46300

            	
              DOORS

            	
              58,800

            	
              .95

            	 
      
	
              47000

            	
              DOORS-TANK
      FARM

            	
              14,250

            	 
      	 
      


    

    
      	
              47400

            	
              HARDWARE

            	
              incl.
      in 46,900

            	 
      	 
      
	
              47700

            	
              INSULATION-ROOF

            	
              30,000

            	
              .49

            	 
      
	
              47800

            	
              INSULATION-WALLS

            	
              14,750

            	
              .24

            	 
      
	
              48100

            	
              GLASS-DOORS

            	
              43,612

            	
              .71

            	 
      
	
              48200

            	
              GLASS
      FRAMES

            	
              N/A

            	 
      	 
      
	
              48300

            	
              GLASS-PASS
      THRUS

            	
              1,369

            	
              .02

            	 
      
	
              48500

            	
              GLASS-SIDELITES

            	
              N/A

            	 
      	 
      
	
              48600

            	
              SKYLIGHT

            	
              N/A

            	 
      	 
      
	
              48800

            	
              CONCRETE
      SEALER

            	
              1,500

            	
              .02

            	 
      
	
              49100

            	
              CERAMIC
      TILE

            	
              42,200

            	
              .68

            	 
      
	
              49400

            	
              LOBBY
      TILE

            	
              N/A

            	 
      	 
      
	
              50500

            	
              MILLWORK

            	
              14,200

            	
              .23

            	 
      
	
              50700

            	
              MILLWORK-SHELVING

            	
              N/A

            	 
      	 
      
	
              51300

            	
              PAINT

            	
              39,100

            	
              .63

            	 
      
	
              51600

            	
              PAINT-EPOXY

            	
              10,000

            	
              .16

            	 
      
	
              52000

            	
              WALLCOVERING

            	
              N/A

            	 
      	 
      
	
              52200

            	
              WALLCOVERING-SPECIAL-MARLITE

            	
              960

            	
              .02

            	 
      
	
              52300

            	
              RESTROOM
      PARTITIONS

            	
              5,600

            	
              .09

            	 
      
	
              52400

            	
              RESTROOM
      ACCESSORIES

            	
              5,600

            	
              .09

            	 
      
	
              54000

            	
              TENANT
      FLORRING-CARPET

            	
              43,800

            	
              .71

            	 
      
	
              54100

            	
              TENANT
      FLOORING-VCT

            	
              17,700

            	
              .29

            	 
      
	
              54200

            	
              TENANT
      FLOORING RUBBER BASE

            	
              3,960

            	
              .08

            	 
      


       

       

      
        
          
          

        

        
          xxvi

          
            

          

        

        
          
          

        

      

       

      	
              54300

            	
              TENANT
      FLOORING SPECAIL PVC

            	
              30,390

            	
              .49

            	 
      
	
              54600

            	
              WINDOW
      COVERINGS

            	
              18.000

            	
              .16

            	 
      
	
              55100

            	
              COMPUTER
      FLOOR

            	
              N/A

            	 
      	 
      
	
              55200

            	
              TRENCH
      COVERS

            	
              45,168

            	 
      	 
      
	
              55300

            	
              TRENCE-PROCESS
      PIPE

            	
              77,700

            	
              1.26

            	 
      
	
              55500

            	
              PROJECTION
      SCREEN

            	
              N/A

            	 
      	 
      
	
              55600

            	
              APPLIANCES

            	
              N/A

            	 
      	 
      
	
              55800

            	
              LOCKERS

            	
              N/A

            	 
      	 
      
	
              57000

            	
              SIGNS
      TENANT AREA

            	
              2,000

            	
              .03

            	 
      
	
              57100

            	
              SIGNS
      BUILDING

            	
              2,000

            	
              .03

            	 
      
	
              57800

            	
              SPECIAL
      SYSTEM-TELEPHONE

            	
              N/A

            	 
      	 
      
	
              58000

            	
              INTERIOR
      SPACE PLANNER

            	
              N/A

            	 
      	 
      
	
              58300

            	
              MISC.
      INTERIORITEMS

            	
              N/A

            	 
      	 
      
	
              58500

            	
              FENCE

            	
              2,750

            	
              .04

            	 
      
	
              58600

            	
              LOBBY
      UPGRADE

            	
              20,000

            	
              .32

            	 
      
	
              59400

            	
              TANK
      FARM SITE-WORK

            	
              21,000

            	
              .34

            	 
      
	
              59500

            	
              TANK
      FARM-SLAB

            	
              71,650

            	
              1.16

            	 
      
	
              59600

            	
              TANK
      FARM BLOCK-BLDG

            	
              48,600

            	
              .79

            	 
      
	
              59700

            	
              TANK
      FARM TRENCH&EQUIP PADS

            	
              41.835

            	
              .67

            	 
      
	
              59800

            	
              TANK
      FARM CONCRETE VAULT

            	
              55,800

            	
              .90

            	 
      
	
              60000

            	
              TANK
      FARM-FENCE

            	
              116,200

            	
              1.88

            	 
      
	
              60100

            	
              TANK
      FARM-HYDROGEN ENCLOSURE

            	
               5,800

            	
              .09

            	 
      
	
              60800

            	
              PLAIN
      CHECK FEES

            	
              7,255

            	
              .12

            	 
      
	
              60900

            	
              BUILDING
      PERMIT FEES

            	
              50,000

            	
              .81

            	 
      
	
              61000

            	
              CONTINGENCY

            	
              N/A

            	
               

            	 
      
	
              61400

            	
              FINAL
      CLEAN UP

            	
              N/A

            	 
      	 
      
	
              62200

            	
              PATIO

            	
              N/A

            	 
      	 
      
	
              62400

            	
              TRASH
      ENCLOUSRE

            	
              N/A

            	 
      	 
      
	
              62900

            	
              RELOCATION

            	
              N/A

            	 
      	 
      
	
              63000

            	
              LANDSCAPE
      REVISION

            	
              N/A

            	 
      	 
      
	
              63100

            	
              TEMPORARY
      POWER

            	
              N/A

            	 
      	 
      
	
              63200

            	
              THEATRE
      SEATING

            	
              N/A

            	 
      	 
      
	
              63600

            	
              WALL
      PROJECTION

            	
              N/A

            	 
      	 
      
	
              63800

            	
              ROOF
      HATCH & LADDER

            	
              N/A

            	 
      	 
      
	
              65200

            	
              CLEAN
      UP/GARBAGE

            	
              N/A

            	 
      	 
      


    

    


    SUBTOTAL                                           3,371,903                                54.56

    SDC FEE @
8%                                              269,752                                  4.97

    GRAND
TOTAL                                           3,641,655                                58.98

     

     

    
      
        
        

      

      
        xxvii

        
          

        

      

      
        
        

      

    

    
 

    Submitted
By                                                                Approved
By                                                      Approved

    ___________                                                                ___________                                                      ___________

    Ronald J.
Hope                                                                John
Sobrato
Jr.                                                      Paradigm
Technologies Inc.

    
 

    


    



    
      
         


      

      
        xxviii

        
          

        

      

      
         


      

    


    


    EXHIBIT
“F” PARADIGM TECHNOLOGY CASH FLOW

     

    

    


    
      
        
        

      

      
        xxix

        
          

        

      

      
        
        

      

    

                                                                 EXHIBIT
“G”

    Letter
of Credit Format

    Sobrato
Development Companies

    10600N.
De Anza Blvd., #200

    Cupertino,
CA 95014

    Gentlemen:

    By order of our client, Paradigm
Technology, Inc. (“Paradigm”), 3375 Scott Boulevard, Suite 340, Santa Clara,
California 95054, we hereby open our Irrevocable Letter of Credit No.________ in
your favor, for an amount not to exceed $__________  (which
constitutes the cumulative amount of Tenant Improvement expenditures to be made
by you through the end of this month pursuant to the terms of that certain Lease
(the “Lease”) between Sobrato Development Companies #871, a California Limited
Partnership, and Paradigm dated as of ___________) relative to our client’s
performance under the Lease.

    The expiration date (“Expiration Date”)
of this Letter of Credit shall be May 1, 1989.

    Funds
against this  Letter of Credit are available against your sight draft
on us, mentioning thereon our Credit No.___________. Each such draft must be
accompanied by your signed written statement that Paradigm has failed to comply
with its obligations as Tenant under the Lease, specifying the provision(s) in
default.

    At any time sixty (60) days or less
prior to the  Expiration Date, funds under the Letter of Credit are
available against your sight draft on us, mentioning thereon our Credit
No.___________. Such draft must be accompanied by your signed written statement
that Paradigm has failed to obtain the Financing Commitment referred to in
paragraph 5 of the Lease.

    If we
receive your sight draft(s) and statement(s) as mentioned above, here at our
office at 250 Lytton Avenue, Palo Alto, California 94032 on or before the
Expiration Date of this Letter of Credit, we will promptly honor the
same.

    


    


    Very truly yours,

    UNIVERSITY NATIONAL BANK

    By______________________

    Title____________________

    


    


    



    
      
         


      

      
        xxx

        
          

        

      

      
         


      

    


    


     

    FIRST
AMENDMENT TO LEASE

     

    This
Amendment is made this 4th day
of May, 1987 by and between Sobrato Development Companies #871 a California
limited partnership having an address at 10600 N. De Anza Blvd., Suite 200,
Cupertino, California 95014 (“Landlord”) and Paradigm Technology, Incorporated,
a California corporation having its principal place of business at 71 Vista
Montana, San Jose, California (“Tenant”).

     

    WITNESSETH

     

    WHEREAS Landlord and Tenant
entered into a lease ("Lease") dated December 7, 1988 for the

    premises
("Premises") located at 71 Vista Montana, San Jose, California; and

    


    WHEREAS
effective May 1, 1989, Landlord and Tenant wish to modify the Lease to
reflect the revised commencement and termination dates of said lease initiated
by acceptance of the Premises as of May 1, 1989.

     

    NOW, THEREFORE, in order to
effect the intent of the parties as set forth above and for good and valuable
consideration exchanged between the parties, the Lease is amended effective May
1, 1989 as follows:

    


    1. The
commencement date of the Lease term is May 1, 1989;

    2. The
termination date of the Lease term is April 30, 1999;

    3. Except
as hereby amended, the Lease and all of the terms, covenants and conditions
thereof are ratified and confirmed.

    


    IN WITNESS
WHEREOF, the
parties hereto have set their hands to this Amendment as of the day and date
first above written.

     

    


    LANDLORD                                                                                     TENANT

     

    Sobrato
Development Companies
#871                                         
Paradigm Technology, Incorporated

     

    a
California limited
partnership                                                        a
California corporation

     

    


    


    BY
__________________________                                            BY_____________________________

    John M. Sobrato,
Trustee

     

    ITS: General
Partner                                                                          ITS:_____________________________

     


    
      
         


      

      
        xxxi

        
          

        

      

      
         


      

    


    


    


    


    SECOND
AMENDMENT TO LEASE

     

    This
Amendment is made this 18th day
of June, 1990 by and between Sobrato Development Companies #871, a California
limited partnership having an address at 10600N. De Anza Blvd., Suite 200,
Cupertino, California 95014 (“Landlord”) and Paradigm Technology, Incorporated,
a California corporation having its principal place of business at 71 Vista
Montana, San Jose, California (“Tenant”).

     

    WITNESSETH

     

    WHEREAS Landlord and Tenant
entered into a lease (“lease”) dated December 7, 1988 as amended by First
Amendment to Lease dated May 4, 1987 for the premises ("Premises") located
at

    71 Vista
Montana, San Jose, California; and

    WHEREAS effective May 1, 1990,
Landlord and Tenant wish to modify the Lease to reflect the payment schedule for
reimbursement of the Public Works Sanitary Fee in the total amount of $39,457.00
as previously agreed among the parties;

     

    NOW, THEREFORE, in order to
effect the intent of the parties as set forth above and for good and valuable
consideration exchanged between the parties, the Lease is amended effective May
1, 1990 as follows:

     

    
      	
              1.  

            	
              The
      total of $39,457.00 will be paid in twelve installments commencing May 1,
      1990 as follows:

            


    

     

    May 1,
1990 – March 31,
1990                                                                           $3,288.08/month

    April 1,
1990 – April 30,
1990                                                                           $3,288.12/month

    


    
      	
              2.  

            	
              Payments
      will be due on or before the first of each month and will be considered
      additional under the term of the
Lease;

            


    

     

    
      	
              3.  

            	
              Except
      as hereby amended, the Lease and all of the terms, covenants and
      conditions thereof are ratified and
confirmed.

            


    

     

    IN WITNESS WHEREOF, the
parties hereto have set their hands to this Amendment as of the

    day and
date first above written.

    


    LANDLORD                                                                                     TENANT

     

    Sobrato
Development Companies
#871                                          Paradigm
Technology, Incorporated

     

    a
California limited
partnership                                                        a
California corporation

    


    


    BY
__________________________                                            BY_____________________________

    John M.
Sobrato, Trustee

    ITS:
General
Partner                                                                          ITS:_____________________________


    
      
         


      

      
        xxxii

        
          

        

      

      
         


      

    


    


     

    THIRD
AMENDMENT TO LEASE

     

    


    This
third amendment to lease (“Third Amendment”) is made this 21 day of December,
1995 by and between Sobrato Development Companies #871, a California limited
partnership having an address at 10600 N. De Anza Blvd., Suite 200, Cupertino,
California 95014 (“Landlord”) and Paradigm Technology, Inc., a California
corporation having its principal place of business at 71 Vista Montana, San
Jose, California (“Tenant”).

     

    


    WITNESSETH

     

    


    WHEREAS
Landlord and Tenant entered into a lease dated December 7, 1988 a First
Amendment to Lease dated May 4, 1987, and a Second Amendment to Lease dated June
18,1990 (collectively the “Lease”) for the premises (“Premises”) located at 71
Vista Montana, San Jose, California; and

     

    


    WHEREAS
effective November 1, 1995, Landlord and Tenant wish to modify the Lease to (i)
permit Tenant to exercise its first option to extend the Lease pursuant to Lease
paragraph 37, and (ii) specify the base monthly rent during the first Renewal
Term;

     

    


    NOW,
THEREFORE, in order to effect the intent of the parties as set forth above and
for good and valuable consideration exchanged between the parties, the Lease is
amended effective March 1,1995 as follows:

     

    


    
      	
              1.  

            	
              Tenant
      hereby exercises its option to extend the Lease for an additional five (5)
      years from May 1, 1999 to April 30, 2004 (“Renewal
  Term”);

            


    

    
      	
              2.  

            	
              Base
      monthly rent during the initial year of the Renewal Term shall be
      $67,977.80.  Beginning with the second year of the Renewal Term,
      base monthly rent shall be subject to annual adjustments based on the
      Consumer Price Index Adjustment ("Adjustment")as defined in Lease
      paragraph 39.

            


    

    
      	
              3.  

            	
              All
      defined terms shall have the same meanings as in the Lease, except as
      otherwise stated in this Third
Amendment.

            


    

    
      	
              4.  

            	
              Except
      as hereby amended, the Lease and all of the terms, covenants and
      conditions thereof shall remain unmodified and in full force and effect.
      In the event of

            


    

     


    
      
         


      

      
        xxxiii

        
          

        

      

      
         


      

    


    


     

    any
conflict or inconsistency between the terms and provisions of this
Third  Amendment and the terms and provisions of the Lease, the terms
and provisions of this Third Amendment shall prevail.

     

    IN
WITNESS WHEREOF, the parties hereto have set their hands to this Third Amendment
as of the day and date first above written.

     

    


    


    Landlord                                                                                   
Tenant

     

    Sobrato
Development Companies
#871,                                Paradigm
Technology Inc.,

     

    A
California limited
partnership                                              a
California corporation

     

    


    


    By:
__________________________                                   By:
_______________________

    


    Its:
General
partner                                                                   Its:
_______________________

    



    
      
         


      

      
        xxxiv

        
          

        

      

      
         


      

    


    


     

    ASSIGNMENT OF LEASE
AND

    CONSENT TO ASSIGNMENT OF
LEASE

    


    THIS ASSIGNMENT AND CONSENT TO
ASSIGNMENT, made as of November 15, 1996, by and
among PARADIGM
TECHNOLOGY, INC., a Delaware corporation (“Seller”), ORBIT SEMICONDUCTOR,
INC., a Delaware corporation (“Buyer”), and SOBRATO DEVELOPMENT
COMPANIES #871, a California limited partnership
(“Landlord”).

    


    RECITALS:

    


    
      	
              A.  

            	
              Seller
      and Buyer have entered into that certain Agreement of Purchase and Sale of
      Assets (the “Purchase Agreement”) dated November 7, 1996 pursuant to which
      Buyer is purchasing the Assets (as defined in the Purchase Agreement) from
      Buyer.

            




    
      	
              B.  

            	
              All
      terms not otherwise defined in this Assignment shall have the meanings
      ascribed to them in the Purchase
Agreement.

            


    

     

    


    
      	
              C.  

            	
              In
      connection with the sale of the Assets to Buyer, Seller is assigning the
      Premises Lease to Buyer and Landlord is consenting to such assignment, all
      in accordance with the terms and conditions contained
    herein.

            


    

     

    


    WITNESSETH:

    


    For valuable consideration, receipt of
which is acknowledged, Seller, Buyer and Landlord agree as follows:

    


    
      	
              1.  

            	
              Assignment and
      Assumption.

            


    

     

    


    
      	
              (a)  

            	
              Seller
      hereby assigns and transfers to Buyer all right, title and interest of
      Seller in, to and under the Premises
Lease.

            


    

     

    


    
      	
              (b)  

            	
              Buyer
      hereby accepts the foregoing assignment, and assumes and agrees to perform
      all of the covenants and agreements in the Lease to be performed by the
      tenant there-under that arise or accrue from and after the date of this
      Assignment.

            


    

     

    


    
      	
              2.  

            	
              Assignment
      payment.

            


    

     

           (a) In
connection with this assignment, Buyer and Seller shall pay to Landlord, on a
several basis, the amount of one million two hundred twenty-five thousand
dollars ($1,225,000) in accordance with the terms of this paragraph
2.


           (b) Seller
shall pay to Landlord the amount of two hundred twenty-five thousand dollars
($225,000) in immediately available funds on the following dates and in the
following amounts:


    
      
         


      

      
        xxxv

        
          

        

      

      
         


      

    


     

    
       

      (i) The
amount of one hundred thousand dollars ($100,000) shall be paid to Landlord on
November 15, 1996.

       

      (ii) The
amount of one hundred twenty-five thousand dollars ($125,000) shall be paid to
Landlord on May 15, 1997.

            

             (c) Buyer
shall pay to Landlord the amount of one million dollars ($1,000,000) in
immediately available funds on the following dates and in the following
amounts:

       

      (i) The
amount of two hundred fifty thousand dollars ($250,000) shall be paid to
Landlord on November 18, 1996.

       

      (ii) The
amount of two hundred fifty thousand dollars ($250,000) shall be paid to
Landlord on February 15, 1997.

       

      (iii) The
amount of two hundred fifty thousand dollars ($250,000) shall be paid to
Landlord on May 15, 1997.

       

      (iv) The
amount of two hundred fifty thousand dollars ($250,000) shall be paid to
Landlord on August 15, 1997.

       

      Such
amounts in this paragraph (c) shall be deemed additional rent under the Premises
Lease and Guaranteed Obligations under the Continuing Lease Guaranty attached as
Exhibit A hereto.

      


      
        	
                3.  

              	
                Guaranty of
      Lease.  In connection with this Assignment, Buyer shall
      cause The DII group, Inc. to execute and deliver to Landlord a Continuing
      Lease Guaranty substantially in the form of Exhibit A attached hereto and
      made a part hereof in respect of the Premises
  Lease.

              


      

       

      
        	
                4.  

              	
                Sublease.  Buyer
      and Seller shall on the date hereof enter into a Sublease of the Premises
      Substantially in the form of Exhibit B attached hereto and made a part
      hereof.

              


      

       

      
        	
                5.  

              	
                Consent.

              


      

            

             (a) In
accordance with section 29 of the Premises Lease, Landlord hereby consents to
the Assignment of the Premises Lease by Buyer to Seller.  The consent
to the assignment described herein shall not be construed as a consent to any
further assignment of the Premises Lease and Premises lease will be governed by
the terms of section 29 of the premises lease.

            

             (b) In accordance
with section 29 of the premises lease, Landlord hereby consents to the
subletting of the premises by Buyer to Seller. The consent to the subletting of
the premises described herein shall not be construed as a consents to any
further assignment of the premises lease and Buyer acknowledges that any further
assignment of the Premises Lease will be governed by the terms of section 29 of
the Premises Lease.

      


      6.           Default.



      
        
           


        

        
          xxxvi

          
            

          

        

        
           


        

      


                (a)     Seller shall
be in default hereunder if Seller fails to make any payment when due under
paragraph 2 (b) of this Assignment or fails to comply with all of the other
terms and conditions of this Assignment applicable to Seller.  No
default of Seller under this Agreement shall constitute a default under the
Premises Lease for which Buyer shall have any liability or
obligation.

       

              (b)     Buyer shall
be in default hereunder if Buyer fails to make any payment when due under
paragraph 2 (c) of a this Assignment or fails to comply with all of the other
terms and conditions of this Assignment applicable to Buyer, including, without
limitation, all obligations of Buyer under paragraph 3.

              (c)           In
the event of a default by Seller hereunder, Landlord and Buyer shall be entitled
to exercise all rights and remedies available to each of them at law or in
entity on account of such default.

              (d)           In
the event of a default by Buyer hereunder, Landlord and Seller shall be entitled
to exercise all rights and remedies available to each of them at law or in
equity on account of such default.

      


      7.           Indemnification.

      


      (a)           Seller
shall indemnify and defend Buyer and Landlord against and hold Buyer and
Landlord harmless from all claims, demands, liabilities, losses, damages, costs
and expenses, including, without limitation, reasonable attorneys’ fees and
disbursements that are caused by any failure by seller to perform its
obligations hereunder.

      


      (b)           Buyer
shall indemnify and defend Seller  and Landlord against and hold
Seller and Landlord harmless from all claims, demands, liabilities, losses,
damages, costs and expenses, including, without limitation, reasonable
attorneys’ fees and disbursements, that are caused by any failure by Buyer to
perform its obligations hereunder.

      


      8.           Several
Liability.              The
obligations of Seller and Buyer hereunder are the several obligations of Seller
and Buyer and shall not be deemed to be the joint and several obligations of
Seller and Buyer.

      


      9.           Attorneys’
Fees.                If any
legal action or other proceeding is brought for the enforcement of
this  Assignment, or because of an alleged dispute, breach, default,
or misrepresentation in connection with any of the provisions of this
Assignment, the successful or prevailing party shall be entitled to recover
reasonable attorneys’ fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be
entitled.

       

      10.           Further
Assurances.        The parties each
agree to execute such other documents and perform such other acts as may be
reasonably necessary or proper and usual to effect this Assignment.

      


      11.           Governing
Law.               This
Assignment shall be governed by and construed in accordance with the laws of the
State of California.



      
        
           


        

        
          xxxvii

          
            

          

        

        
           


        

      


      


      


      12.           Successors and
Assigns.    This Assignment shall
be binding upon and shall inure to the benefit of Seller, Buyer and Landlord and
their respective personal representatives, heirs, successors and
assigns.

      


      13.           Release.                                Landlord
hereby forever releases Seller from all liability and
obligations under the Premises Lease, including all liability and obligations
which have accrued prior to the date hereof and which remain outstanding
and all liability and obligations of the tenant under the Premises Lease
that shall accrue after the date hereof.

      


      IN
WITNESS WHEREOF, Seller, Buyer and Landlord have executed this Assignment as of
the date first hereinabove written.

      


      Seller:

      PARADIGMTECHNOLOGY, Inc.

      


      By
________________________

      Title
______________________

      


       

       

      
        Buyer:

        ORBIT SEMICONDUCTOR, INC.

        


        By
________________________

        Title
______________________

        Landlord:

        SOBRATO DEVELOPMENT

         

        COMPANIES #871, a

         

        California Limited
partnership

                                      By
________________________

                               Title
______________________

        
 

      

    

     


    
      
         


      

      
        xxxviii

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    CONTINUING LEASE
GUARANTY

     

    


     


    
      
         


      

      
        xxxix

        
          

        

      

      
         


      

    


    


     

    CONTINUING
LEASE GUARANTY

    


    This
GUARANTY, made as of November 15, 1996, by THE DII GROUP, INC.
(“Guarantor”) to SOBRATO DEVELOPMENT
COMPANIES #871, a California limited partnership
(“Landlord”),

    


    WITNESSETH:

    


    1. For
Valuable consideration, receipt of which is acknowledged, and to induce landlord
to enter into the Assignment of Lease and Consent to Assignment of Lease (the
“Lease Assignment”) of even date herewith with paradigm Technology, Inc.
(“Paradigm”) and Orbit Semiconductor, Inc. (“Tenant”), Guarantor hereby
absolutely, unconditionally and irrevocably guarantees to Landlord, and agrees
fully to pay, perform and discharge, as and when payment, performance and
discharge are due, all of the covenants, obligations and liabilities of Tenant
under the lease (the “Lease”) dated December 7, 1988 between Landlord and
Paradigm and to be assigned to Tenant in accordance with the Lease Assignment
and all amendments, modifications, renewals, extensions, supplements,
substitutions and replacements of the Lease (the “Guaranteed Obligations”). The
obligations of Guarantor under this Guaranty shall be absolute, unconditional
and irrevocable and shall continue and remain in full force and effect until all
of the Guaranteed Obligations have been fully paid, performed and
discharged.

     

    2. The
obligations of Guarantor under this Guaranty shall not be affected, modified or
impaired by the occurrence of any of the following events, whether or not with
notice to, or the consent of, Guarantor: (a) the waiver, surrender, compromise,
settlement, release or termination of any or all of the Guaranteed Obligations;
(b) the failure to give notice to Guarantor of the occurrence of an event of
default under the Guaranteed Obligations; (c) the extension of the time for the
payment, performance or discharge of any or all of the Guaranteed Obligations;
(d) the amendment or modification (whether material or otherwise) of the Lease
or the Guaranteed Obligations in any respect; (e) any failure, omission, delay
or lack on the part of Landlord to enforce, assert or exercise any right, power
or remedy conferred on Landlord under the Lease; (f) the voluntary or
involuntary liquidation, dissolution, sale or other disposition of all or
substantially all of the assets, marshalling of assets and liabilities,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition with creditors or adjustment of debts,
or other similar proceedings affecting Tenant or Guarantor or any of the assets
of either of them; (g) the release or discharge by operation of law of Tenant
from the payment, performance or discharge of any or all of the Guarantee
Obligations; (h) the release or discharge by operation of law of Guarantor from
any or all of the obligations of Guarantor under this Guaranty; or (i) the
invalidity or unenforceability of any or all of the Guaranteed
Obligations.  Guarantor acknowledges that Landlord would not enter
into the Lease Assignment without this Guaranty and that Landlord is relying on
this Guaranty.

     

    3. The
obligations of Guarantor under this Guaranty are independent of the Guaranteed
Obligations.  Guarantor agrees that Landlord shall have the right to
proceed against Guarantor directly and independently of Tenant.  A
separate action may be brought and prosecuted against Guarantor whether or not
an action is brought against Tenant or Tenant is joined in any such
action.  Guarantor authorizes Landlord and Tenant, without notice to,
demand of, or consent from Guarantor and without releasing or affecting
Guarantor’s liability under this Guaranty, from time to time to amend, modify,
renew, extend, supplement or replace the Lease or the Guaranteed Obligations or
otherwise change the terms of the Lease or the Guaranteed Obligations, to take
and hold security for the Guaranteed Obligations, and to enforce, waive,
surrender, impair, compromise or release any such security or any or all of the
Guaranteed Obligations or any person or entity liable for any or all of the
Guaranteed Obligations. Guarantor shall be and remain bound under this Guaranty
notwithstanding any such act or omission by Tenant or
Landlord.  Guarantor waives all rights under section 2845 of the
California Civil Code and waives the right to require Landlord to proceed
against Tenant, to proceed against or exhaust any security held by Landlord, or
to pursue any other remedy in Landlord’s power.  Landlord shall have
the right to exercise any right or remedy it may have against Tenant or any
security held by Landlord.  Guarantor waives all rights under section
2849 of the California Civil Code and waives the right, if any, to the benefit
of, or to direct the application of, any security held by
Landlord.  Guarantor waives (a) any defense arising out of any
alteration of the Guaranteed Obligations, (b) any defense arising out of the
absence, impairment or loss of any right of reimbursement or subrogation or
other right or remedy of Guarantor against Tenant or any security held by
Landlord, and (c) any defense arising by reason of any disability or other
defense of Tenant or by reason of the cessation or reduction from any cause
whatsoever of the liability of Tenant other than full payment, performance and
discharge of the Guaranteed Obligations. The cessation or reduction of the
liability of Tenant for any reason other than full payment, performance and
discharge of the Guaranteed Obligations shall not release or affect in any way
the liability of Guarantor under this Guaranty.

     

     

    
      
        
        

      

      
        xxxx

        
          

        

      

      
        
        

      

    

     

    4. If Tenant
becomes insolvent or is adjudicated bankrupt or files a petition for
reorganization, arrangement, composition or similar relief under any present or
future provision of the Federal Bankruptcy Code, or if such a petition is filed
against Tenant, or Tenant makes a general assignment for the benefit of
creditors, and in any such proceeding any or all of the Guaranteed Obligations
are terminated or rejected or any or all of the Guaranteed Obligations are
modified or abrogated, Guarantor agrees that Guarantor’s liability hereunder
shall not thereby be affected or modified and such liability shall continue in
full force and effect as if no such action or proceeding had occurred. This
Guaranty shall continue to be effective or be reinstated, as the case may be, if
any payment of the Guaranteed Obligations must be returned by Landlord upon the
insolvency, bankruptcy or reorganization of Tenant, Guarantor, or otherwise, as
though such payment had not been made.

     

    5. Guarantor
assumes the responsibility for being and keeping Guarantor informed of the
financial condition of Tenant and of all other circumstances bearing upon the
risk of failure to pay, perform or discharge any of the Guaranteed Obligations
which diligent inquiry would reveal, and Guarantor agrees that Landlord has no
duty to advise Guarantor of information known to Landlord regarding such
condition or any such circumstance.  Guarantor acknowledges that
repeated and successive demands may be made and payments or performance made
hereunder in response to such demands as and when, from time to time, Tenant
defaults in the payment, performance or discharge of the Guaranteed
Obligations.  Notwithstanding any such payment and performance
hereunder, this Guaranty shall remain in full force and effect and shall apply
to any and all subsequent defaults by Tenant.  It is not necessary for
Landlord to inquire into the capacity, authority or powers of Tenant or the
partners, directors, officers, employees or agents acting or purporting to act
on behalf of Tenant, and all of the Guaranteed Obligations made or created in
reliance upon the purported exercise of such powers shall be guaranteed
hereunder.  Guarantor hereby subordinates all indebtedness of Tenant
to Guarantor now or hereafter held by Guarantor to all indebtedness of Tenant to
Landlord.  If requested by Landlord, Guarantor shall collect, enforce
and receive all such indebtedness of Tenant to Guarantor as trustee for Landlord
and Guarantor shall pay such indebtedness to Landlord on account of the
indebtedness of Tenant to Landlord, but without otherwise reducing or affecting
in any manner the liability of Guarantor under this Guaranty.

     

     

    
      
        
        

      

      
        xxxxi

        
          

        

      

      
        
        

      

    

     

    6. If Tenant
and Guarantor fail to pay, perform and discharge, as and when payment,
performance and discharge are due, all of the Guaranteed Obligations, Landlord
shall have the right, but no obligation, and without releasing Tenant or
Guarantor from any of the Guaranteed Obligations, to pay, perform and discharge
any or all of the Guaranteed Obligations on behalf of Tenant and
Guarantor.  Guarantor shall, on demand, pay to Landlord all sums
expended by Landlord in the payment, performance and discharge of the Guaranteed
Obligations, together with interest on all such sums from the date of
expenditure to the date all such sums are paid by Tenant or Guarantor to
Landlord at the maximum annual interest rate allowed by law for business loans
(not primarily for personal, family or household purposes) not exempt from the
usury law on such date of expenditure, or, if there is no such maximum annual
interest rate, at the rate of eighteen percent (18%) per
annum.  Guarantor waives all presentments, demands for performance,
notices of nonperformance, protests, notices of protest, notices of dishonor and
notices of acceptance of this Guaranty.  Guarantor agrees to pay all
costs and expenses, including reasonable attorneys’ fees, which are incurred by
Landlord in the enforcement of this guaranty.  If any provision of
this Guaranty is held to be invalid or unenforceable, the validity or
enforceability of the other provisions of this Guaranty shall not be
affected.  This Guaranty may not be amended or modified in any respect
except by a written instrument signed by Guarantor and Landlord. As used in this
Guaranty, the singular shall include the plural.  This Guaranty shall
bind and inure to the benefit of Guarantor and Landlord and their respective
transferees, personal representatives, heirs, successors and
assigns.  This Guaranty shall be governed by and construed in
accordance with the laws of the State of California.

     

    IN
WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first
hereinabove written.

     

    


     

    
      	
              THE
      DII GROUP, INC.

            
	
              By

            	 
      
	
              Title

            	 
      


    

    



    
      
         


      

      
        xxxxii

        
          

        

      

      
         


      

    


    


    


    EXHIBIT
B

    SUBLEASE


    
      
         


      

      
        xxxxiii

        
          

        

      

      
         


      

    

    

      SUBLEASE

      This
Sublease is entered into and effective as of November 1996, by and between ORBIT
SEMICONUCTOR, INC., a Delaware corporation (“Sublessor”), and PARADIGM
TECHNOLOGY, INC., a Delaware corporation (“Sublessee”), sometimes hereinafter
referred collectively as “the parties”.

      RECITALS

      
        	
                A.  

              	
                On
      December 7, 1988, Sublessee, as Tenant, entered into lease (“Master
      Lease”) with SOBRATO DEVELOPMENT COMPANIES #871, a California limited
      partnership, as Landlord (“Landlord”), for a certain real property
      commonly known as 71 Vista Montana, San Jose, Santa Clara County,
      California (“the leased facilities”), in particularly described in the
      Master Lease, a copy of which filing with the First, Second, and Third
      Amendments to Lease, is attached hereto as Exhibit “A” and incorporated by
      reference.

              


      

      


      
        	
                B.  

              	
                Sublessee
      has assigned all its rights under the Master lease to Sublessor, and
      Sublessor has agreed to sublease a part of leased facilities to Sublessee
      in order to facilitate Sublessee’s transition from the leased facilities
      to its new location.

              


      

      


      
        	
                C.  

              	
                Sublessor
      thus now desires to sublease a part of the leased facilities to Sublessee
      under the terms and conditions as hither set
  forth.

              


      

      


      AGREEMENT

      In view
of the foregoing recitals, and for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, Sublessor and Sublessee agree as
follows:

       

      
        	
                1.        

              	
                Sublease of
      Premises.  For and in consideration of the covenants and
      agreements on the part of Sublessee to be paid, kept and performed as
      herein set forth, Sublessor does sublesase and demise unto Sublessee, and
      Sublessee hereby takes and hires from Sublessor, that certain portion of
      the leased facilities consisting of approximatey 23,297 square feet of the
      facilities outlined in red on Exhibit “A” attached hereto and incorporated
      herein by reference (“the Premises”), subject to the Master Lease and upon
      the terms and conditions hereafter
set.

              


      

       

      
        	
                2.        

              	
                Common Areas and
      Telephone System. During the terms of the lease, Sublessor grants
      to Sublessee a nonexclusive license for limited use of the lobby, hall,
      restrooms and cafeteria on the leased facilities totaling approximately
      5,732 square feet of the leased premises as outlined in red on Exhibit B
      attached hereto and incorporated herein by reference (“the Common Areas”).
      Sublessor further grants to Sublessee a nonexexclusive license for limited
      use of the telephone system located on the leased facilities (“the
      telephone system”) – Sublessee hereby acknowledges that the telephone
      system is the property of Sublessee, and agrees to pay Sublessor for the
      use of the telephone system in an amount  equal to ninety-five
      percent (95%) of the telephone charges incurred during the term of the
      Sublease.  Sublessee’s obligation to pay Sublessor for
      Sublessee’s use of the telephone system shall survive the term of the
      Sublease.

              


      

       

      
        	
                3.        

              	
                Term.  The
      term of the Sublease shall commence on November 15, 1996 (“ the
      Commencement Date”), and shall continue on a month-to-month tenancy until
      Sublessee elects to terminate the Sublease by giving Sublessor at least
      thirty (30) days written notice, provided, however, that in no event shall
      the term of the Sublease extend past May 15, 1997 (“the Expiration
      Date”).  Sublessee shall give Sublessor at least thirty (30)days
      written notice of its intent to terminate the
      Sublease.  Sublessee agrees to vacate the Premises on or before
      the date of termination of the Sublease as set forth in its notice to
      Sublessor and that the Sublease shall terminate as described in said
      notice, provided, however, that , on or before December 31,1996, Sublessee
      may vacate that certain protion of the Premises consisting of
      approximately 5,000 square feet of office space outlined in red on Exhibit
      “C” attached hereto and incorporated herein by reference (“the Executive
      Area”).  The parties agree that at such time that the Executive
      Area is vacated, Sublesse’s obligation to pay for the use of the telephone
      system shall be equitably adjusted.

              


      

       


      
        
           


        

        
          xxxxiv

          
            

          

        

        
           


        

      


      
        	
                4.        

              	
                Possession.  The
      parties acknowledge that the leased facilities are presently in possession
      of the Sublessee under the terms of the Master Lease and shall remain in
      the possession of the Sublessee until the Commencement Date, at which time
      Sublessor will deliver possession of the Premises to
      Sublessee.  Sublessee shall accept the Premises in its “as-is”
      condition and acknowledges that no representations with respect to the
      condition of the Premises have been made by Sublessor to
      Sublessee.

              


      

       

      
        	
                5.        

              	
                Rent.  Sublessee
      shall pay to Sublessor, at such place sublessor may from time to time
      designate, as monthly rental a sum equal to forty-two percent (42%) of the
      monthly rental payable by Sublessor to Landlord under the Master Lease for
      the leased facilities, payable in advance starting on the Commencement
      Date on the 15th
      day of each month thereafter during the term of the
      Sublease.  Regardless of whether Sublessee ceases to occupy
      portion of the Premises during the term of the Sublease, Sublessee shall
      be obligated to pay the full rental amount set above until the Sublease
      terminates or expires, provided, however, that at such time as Sublessee
      vacates ten thousand  (10,000) square feet or more of the
      Premises, Sublessor shall adjust the monthly rental payable by Sublessee
      to Sublessor, one time only, as follows:  Commencing on the next
      day that rent under Sublease becomes due after Sublessee vacates the
      premises as described above, Sublessee shall pay to Sublessor as monthly
      rental a sum equal to the product of 1) the monthly rental payable by
      Sublessor to Landlord under the Master Lease for the leased premises and
      2) the quotient of a) the remaining  number of square feet of
      the Premises being occupied by Sublessee and b) the square footage of the
      Common Areas.  Further, Sublessee shall pay twenty-five percent
      (25%) of all utility charges incurred with respect to the leased
      facilities during the term of the Sublease upon demand by
      Sublessor.  In addition, the parties agree to share common area
      maintenance and general operating  costs, including, but not
      limited, to maintenance of the HVAC system, janitorial services, and other
      such costs, on an equitable basis.

              


      

      


      
        	
                6.        

              	
                Late Charge and
      Interest on Rent in Default .  Sublessee acknowledges
      that the late payment by Sublessee of any monthly installment of rent will
      cause Sublessor to incur certain costs and expenses not contemplated under
      this Sublease, the exact amount, of which are extremely difficult or
      impractical to fix.  The costs and expenses will include,
      without limitation, the administration and collection costs and processing
      and accounting expenses.  Therefore, if any rent that is due and
      unpaid is not received by Sublessor from Sublessee within five (5) days of
      the date Sublessor gives Sublessee written notice that such rent is due.
      Sublessee shall immediately pay to Sublessor a late charge up to five
      percent (5%) of such delinquent rent, provided, however, that by giving
      Sublessee such written notice, Sublessor does not waive its rights against
      Sublessee under Code of Civil Procedure § 1161 et seq. to, inter alia,
      hold Sublessee in default and terminate the sublease by giving Sublessee
      three (3) days’ notice. Sublessor and Sublessee agree that this late
      charge represents a reasonable estimate of such costs and expenses and is
      fair compensation to Sublessor for its loss suffered by Sublessee’s
      failure to make timely payment.  In no event shall the provision
      for a late charge be deemed to grant Sublessee a grace period or extension
      of time within which to pay any rent or prevent Sublessor from exercising
      any right or remedy available to Sublessor upon Sublessee’s failure to pay
      any rent due under this sublease in a timely fashion, including the right
      to terminate Sublease.  If any rent remains delinquent for a
      period in excess of thirty (30) days then, in addition to such late charge
      Sublessee shall pay to Sublessor interest on any rent that is not paid
      when due at the rate of twelve percent (12%) per annum from the thirtieth
      (30th)
      day following the date such amount became due until
  paid.

              


      

       


      
        
           


        

        
          xxxxv

          
            

          

        

        
           


        

      


      
        	
                7.        

              	
                Escrow in lieu of
      Security Deposit.  Under
      the terms of Asset Purchase Agreement dated November 7, 1996, by and
      between Sublessee as Seller and Sublessor as Buyer (“the Asset Purchase
      Agreement”), Sublessee shall receive a promissory note in the amount of
      One Million Dollars and 00/100 ($1,000,000.00).  Sublessee
      agrees that, in lieu of a security deposit, Sublessor shall have the right
      to offset against said promissory note and any payments thereunder, up to
      the sum of Seventy Thousand Dollars and 00/100 ($70,000.00) of said
      promissory note and any such payments thereunder, such amounts as are
      reasonably necessary for the following purposes: (i) to remedy any default
      by sublessee in the payment of rent; (ii) to repair damages to the
      premises caused by Sublessee; (iii) to clean the Premises upon termination
      of the Sublease; and (iv) to remedy any other default of Sublessee as
      permitted by law.

              


      

      


      
        	
                8.        

              	
                Use of Premises and
      Restriction of Access to the Leased Facilities.  
      Sublessee’s use of the Premises shall be subject to those permitted uses
      and prohibitions against use as specified in Sections 3 and 9 of the
      Master Lease unless Sublessee shall have first obtained Sublessor’s prior
      written consent.  Sublessee’s use of the premises shall also
      include the use of certain facilities to be shared with Sublessor as set
      forth on Exhibit “B”.  Other than those portions of the leased
      facilities made available for Sublessee’s use as more particularly
      described on Exhibits “A” and “B”, the remainder of the leased facilities
      are considered to be and treated by Sublessor as security areas, and
      Sublessee hereby acknowledges that such areas are security areas and that
      it shall have no right of access to such
areas.

              


      

       

      
        	
                9.        

              	
                Insurance.  Sublessee
      shal pay forty-two percent (42%) of the cost of the insurance required to
      be maintained on the leased facilities under the provisions of Section 12
      of the Master Lease during the term of the Sublease upon demand by
      Sublessor.  In addition, Sublessee shall at its sole cost and
      expense procure and maintain in full force, with Chubb Group of Insurance
      Companies or such other insurance company of comparable quality that
      Sublessee may select, workers compensation insurance for its employees and
      public liability insurance naming Sublessor as an additional insured to
      protect against loss from liability for damages on account of personal
      injury, death or property damage occurring in, on or about the Premises,
      or resulting directly or indirectly from Sublessee or Sublessee’s agents’
      use  and occupancy under this Sblease.  The total
      coverage for personal injury and property damage insurance for the
      Premises and the Project under this Lease shall be an amount of at least
      Two Million Dollars ($2,000,000) combined single limit, with a deductible
      no greater than Ten Thousand Dollars ($10,000).  This liability
      insurance shall be primary and not contributing to any insurance carried
      by Sublessor, and Sublessor’s insurance, if any, shall be in excess of
      this insurance.

              


      

       


      
        
           


        

        
          xxxxvi

          
            

          

        

        
           


        

      


      
        	
                10.        

              	
                Taxes and Assessments.
      For the purpose of paying all the property taxes and assessments of
      every description assessed upon the leased facilities in accordance with
      Article 13 of the Master Lease, including any such taxes demanded or
      assessed after expiration or earlier termination of the term of the
      Sublease for any reassessments resulting from any leasehold improvements
      placed on the leased facilities prior to the Commencement Date Sublessee
      shall pay to Sublessor on a monthly basis, together with monthly rent, a
      sum equal to forty-two percent (42%) of one-twelth (1/12) of the amount
      payable for the tax year in which the month occurs by Sublessor to
      Landlord under the Master Lease for such real property taxes and
      assessments, to be placed in an impound account by Sublessor and paid by
      Sublessor against any real property taxes and assessments described
      above.  The parties acknowledge that Sublessee shall be
      responsible for all such real property taxes and assessments prior to the
      Commencement Date.

              


      

       

      
        	
                11.        

              	
                Incorporation of
      Master Lease. To the extent not otherwise inconsistent with the
      agreements and understandings expressed in this Sublease or applicable
      only to the original parties to the Master Lease, the terms, provisions,
      covenants, and conditions of the Master Lease are hereby incorporated
      herein with the following
understandings:

              


      

       

      11.1 The term
“Landlord” or “Lessor” as used therein shall refer to Sublessor hereunder and
its successors and assigns, and the term “tenant” or “Lessee” as used therein
shall refer to Sublessee hereunder.

      11.2 In any case
where the Landlord reserves the right to enter the Premises,  said
right shall inure to the benefit of the Landlord as well as to
Sublessor.

      11.3 With respect to
work, services, repairs, repainting, and restoration or the performance of other
obligations required of the Landlord under the Master Lease, Sublessor’s sole
obligation with respect thereto shall be to request the same, on request in
writing by Sublessee, and to use reasonable efforts to obtain the same from the
Landlord.  Sublessor shall have no obligation to commence litigation
or arbitration nor to expend any money in connection therewith.

      11.4
Sublessee hereby expressly assumes and agrees to perform all of the terms,
obligations, covenants and conditions required by the Master Lease to be
performed by Sublessor but only with respect to the Premises and not to do,
suffer or permit anything to be done which would result in a default under the
Master Lease or cause the Master Lease  to be terminated or
forfeited.

      11.5
Sublessor shall maintain the Master Lease in full force and effect during the
entire term of this Sublease, subject however, to any earlier termination of the
Master Lease without the default of Sublessor.

      11.6
Sublessee shall not assign this Sublease or further sublease the Premises, in
whole or in part, without the prior written consent of Sublessor (which consent
Sublessor agrees to unreasonably withhold).  Any purported assignement
or Sublease in violation hereof shall be void as to Sublessor.

      11.7
Sublessee shall make no alterations, modifications, improvements to the Premises
without the prior written consent of Sublessor (which consent Sublessor agrees
not to unreasonable withhold).

      11.8  Sublessee shal not
create, permit or suffer any liens, encumbrances or charges upon the
Premises.

       

      
        	
                 12.

              	
                Delivery of Possession
      and Holdover. Upon expiration or earlier termination of the term of
      the Sublease, Sublesssee shall vacate and deliver to Sublessor possession
      of the Premises and all tenant improvements and alterations, broom clean,
      in good condition and in substantially the same condition that they were
      at the time of commencement of the Sublease, ordinary wear and tear
      excepted. If Sublessee fails to vacate and deliver possession of the
      Premises on the expiration or earlier termination of the term, Sublessee
      shall hold Sublessor harmless from all damages resulting from Sublessee’s
      failure to vacate and deliver possession of the Premises. If Sublessee,
      with Sublessor’s consent, remains in possession of the Premises after
      expiration of the term, said possession shall be deemed to be a
      month-to-month tenancy terminable as provided in Section 2 above. All
      provisions of this Sublease except for those pertaining to the term of the
      Sublease shall apply, provided that rent shall be One Hundred Fifty
      Percent (150%) of the rent in effect immediately prior to the expiration
      or termination of the term.

              


      


      

        
          
             


          

          
            xxxxvii

            
              

            

          

          
             


          

        



      
        
          	
                   13.

                	
                  Enforcement of
      Rights.  Sublessor’s rights under the Master Lease may be
      enforced against the Landlord by Sublessee in its own name or in
      Sublessor’s name provided Sublessee advises Sublessor in writing at least
      ten (10) days before taking any action to enforce such rights. Sublessee
      agrees to reimburse Sublessor for any reasonable attorneys’ fees or other
      expenses incurred by Sublessor as a result of any such action.
      

                


        

         

        
          
            	
                     14.

                  	
                    Indemnification.  Sublessee
      shall indemnify and hold Sublessor and Landlord harmless from and against
      any and all claims arising from Sublessee’s use of the Premises, or from
      the conduct of Sublessee’s business or from any activity, work or things
      done, suffered or permitted by Sublessee in or about the premises or
      elsewhere, and shall further indemnify and hold Sublessor and Landlord
      harmless from and against any and all claims arising from any breach or
      default in the performance of the obligation on Sublessee’s part to be
      performed under the terms of this Sublease, or arising from any negligence
      of Sublease, or of Sublessee’s agents, contractors, or employees, and from
      and against all costs, attorneys’ fees, expenses and liabilities incurred
      in the defense of any such claim or any action or proceeding brought
      thereon, including but not limited to any harm or damages that may result
      from any breach or violation of the security area terms of Section 7; and
      in case any action or proceeding be brought against Sublessor or Landlord
      by reason of such claim, Sublessee, upon notice from Sublessor, shall
      defend  the same at Sublessee’s expense by counsel satisfactory
      to Sublessor.  Sublessee, as a material part of the
      consideration hereunder to Sublessor, hereby assumes all risk of damage to
      property or injury to persons, in, upon or about the Premises from any
      cause (except acts of Sublessor) and Sublessee waives all claims in
      respect thereof against Sublessor.


                  


          

           

          
            
              	
                       15.

                    	
                      Attorney’s
      Fees.  In the event either party hereto causes an action,
      arbitration, or other proceeding against the other party arising out of or
      in connection with this Sublease, the prevailing party shall be entitled
      to have and recover from the losing party reasonable expenses incurred in
      that action, arbitration, or other proceeding, or in efforts to negotiate
      the action, including reasonable attorney’s fees and costs. In addition,
      the entry of any judgment in such litigation shall not be at the
      obligation of a party to pay reasonable attorney’s fees or costs incurred
      in the enforcement or collection under such a judgement.
  

                    


            

            
 

            
              
                	
                         16.

                      	
                        Notices.  Any
      notices or demands required or desired to be given regarding this Sublease
      or the Master Lease shall comply with the Master Lease, shall be in
      writing, and shall be either personally served or sent to the Sublessor or
      Sublessee, respectively, to such address as either party shall designate
      by written notice to the other party. If served by mail, such notice shall
      be deemed to have been given either (i) on the third business day after
      mailing if such notice was deposited in the United States, or certified
      and postage prepaid, addressed to the party to be received, or (ii) the
      date actually received, whichever first occurs.


                      


              

              

                
                  
                     


                  

                  
                    xxxxviii

                    
                      

                    

                  

                  
                     


                  

                



              
                
                  
                    	
                             17.

                          	
                            Time of the
      Essence.    Time is expressly declared to be of
      the essence of this Agreement and of all terms, covenants, agreements,
      obligations and conditions expressed herein.
  

                          


                  

                   

                  

                    
                      	
                               18.

                            	
                              Entire
      Agreement.  This Sublease, and Exhibits “A” and “B”
      attached hereto and by this reference incorporated herein, are the entire
      agreement between the parties, and there are no binding agreements or
      representations regarding the use of the Premises between the parties
      except as expressed herein. Sublessee acknowledges that neither Sublessor
      nor Sublessee’s agent(s) has made any representation or warranty as to (i)
      whether the Premises may be used for Sublessee’s intended use under
      existing law or (ii) the suitability of the premises for the conduct of
      Sublessee’s business or the condition of any improvements located thereon.
      Sublessee expressly waives all claims for damage by reason of any
      statement, representation, warranty, promise or other agreement of
      Sublessor or Sublessor’s agent(s), if any, not contained in this Sublease.
      No subsequent change or addition to this lease shall be binding unless in
      writing and signed by the parties hereto.
  

                            


                    

                     

                    
IN
WITNESS WHEREOF, Sublessor and Sublessee have executed this lease with the
intent to be legally bound thereby.

                  

                

                 

                
                

                 

                
                  	 	 AS
      SUBLESSOR:
	 	 
	 	ORBIT SEMICONDUCTOR,
      INC.
	 	 
	December 7,
      1996  	By:
	 	 
	 	Its: Chief Financial
      Officer
	 	 
	 	 
	 	AS
    SUBLESSEE:
	 	 
	 	PARADIGM TECHNOLOGY,
      INC.
	 	 
	December 7,
      1996   	By:
	 	 
	 	Its:
      President, CEO


                

                 

                 

                                                             

                                                         CONSENT
OF LANDLORD

                Under the
Master Lease dated December 7, 1988, as Landlord, Sobrato hereby consents to
this Sublease.

                


                SOBRATO DEVELOPMENT COMPANIES
#871

                


                By:

                 

                Its:

                 
 

                
 

                


                
                  
                    
                       


                    

                    
                      xxxxix

                      
                        

                      

                    

                    
                       


                    

                  

                

                 

              

            

          

        

      

    

    LEASE
ASSIGNMENT AGREEMENT

    


    THIS LEASE ASSIGNMENT AGREEMENT (this
“Assignment”) is made as of the 1st day of February, 1999 (the
“Effective Date”), by and among ORBIT SEMICONDUCTOR, INC., A Delaware
corporation (“Seller), SUPERTEX, INC., a California corporation (“Buyer”), and
SOBRATO DEVELOPMENT COMPANIES #871, A  California limited partnership
(“Landlord”), with reference to the following facts and objectives:

    


    A.           Landlord
and Paradigm Technology, Inc. (“Paradigm”) entered that certain Lease dated
December 7, 1988, regarding the improved real estate commonly known as 71 Vista
Montana, San Jose, California (the “Premises”). Such Lease was amended by that
certain First Amendment to Lease dated May 4, 1987, that certain Second
Amendment to Lease dated June 18, 1990, and that certain Third Amendment to
Lease dated December 21, 1995, all between Landlord and Paradigm. The interest
of the tenant under such Lease was assigned by Paradigm to Seller pursuant to
that certain Assignment of Lease and Consent to Assignment of Lease (the “Prior
Assignment”) dated November 15, 1996 by Paradigm, Seller and Landlord. Such
Lease, as so amended, assigned and consented to, is referred to herein as the
“Lease”.

    


    B.           Seller
and Buyer have entered that certain Agreement for Purchase and Sale of Assets
dated January 16, 1999 (the
“Purchase Agreement”), pursuant to which, among other things, Seller has agreed
to assign the Lease to Buyer.

    


    C.           Seller
and Buyer mutually desire that Seller assign the Lease to Buyer, and Landlord
desires to consent to such assignment on the terms and conditions of this
Assignment.

    


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

    


    1.           Assignment.  Seller
hereby assigns to Buyer, and Buyer hereby accepts for Seller, the entire
undivided right, title, interest and estate of the “Tenant” under the Lease and
all of Seller’s right, title and interest in, under and to the Lease and the
Premises (including, without limitation, all security deposits and all rights
and options to extend the term of the Lease). Buyer hereby assumes all
obligations of the “Tenant” under the Lease accruing on or after the Effective
Date. Seller hereby represents and warrants to Buyer that Seller currently owns
and holds the entire right, title and estate of the “Tenant” under the Lease
free and clear of any liens, encumbrances, options, subleases or rights of
others and that no person or entity other than Seller has any right or option to
occupy any of the Premises.  In particular, by without limitation, the
Sublease dated November___, 1996, by Seller and Paradigm regarding a portion of
the Premises has terminated, and Paradigm has not further right or option to
occupy any of the Premises.

    


    2.           Responsibilities Under
Lease: Indemnification.

    


    A.           Seller
(and not Buyer) shall be responsible for payment of all rents and other amounts
and the performance of all obligations required under the Lease to be paid or
performed for any period prior toe the Effective Date, including, without
limitation, any and all indemnity obligations of Seller under the Lease accrued
with respect to facts or circumstances first occurring prior to the Effective
Date.

     

     

    
      
        
        

      

      
        l

        
          

        

      

      
        
        

      

    

    
 

    B           Buyer
(and not Seller) shall be responsible for the payment of all rents and other
amounts and the performance of all obligations required under the Lease to be
paid or performed for any period on or after the Effective Date, including,
without limitation, any and all indemnity obligations of the “Tenant” under the
Lease accruing with respect to facts or circumstances first occurring on or
after the Effective Date.

    


    C.           Subject
to the other terms and conditions of this Assignment to the extent that Seller
has made payments of performed obligations pursuant to the Lease that relate to
periods on or after the Effective Date, and to the extent that Buyer has made
payments or performed obligations pursuant to the Lease that relate to periods
prior to the Effective Date, such amounts and obligations shall be prorated as
of the Effective Date, and the party with a net obligation to the other shall
promptly pay such amount on or after the Effective Date.

    


    D.           Seller
shall indemnify, defend, protect and hold harmless Buyer from and against any
and all losses, costs, claims, liabilities and damages (including reasonable
attorneys’ fees) (collectively “ Claims”) arising from or related to (i) the
Premises and/or the Lease which Claims shall have accrued prior to the Effective
Date, (ii) any event or condition that shall have occurred or existed on or with
respect to the Lease and/or the Premises prior to the Effective Date (including
without limitation, and Claims resulting from the release, presence or
transportation of Hazardous Materials in, on, under or over the Premises prior
to the Effective Date, (iii) Seller’s breach of any of its obligations under the
Lease or this Assignment, and (iv) any use or occupancy of  any of the
Premises by Seller or any of its agents, representatives, licensees, or invitees
from and after the Effective Date. Seller’s foregoing indemnity under clauses
(i), (ii) and (iii), but specifically excluding clause (iv), shall be subject to
the limitations provided in Section 2.16 of the Purchase Agreement.

    


    E.           Buyer
shall indemnify, defend, protect and hold harmless Seller from and against any
and all Claims arising from or related to (i) the Premises and/or the Lease that
accrue on or after the Effective Date, (ii) any event or condition that occurs
or exists on or with respect to the Lease and/or the Premises on or after the
Effective Date (including, without limitation, any Claims resulting from the
release, presence or transportation of Hazardous Materials in, on, under or over
the Premises on or after the Effective Date), other that continuing events or
conditions that first occurred or existed prior to the Effective Date, and (iii)
Buyer’s breach of any of its obligations under the Lease or this Assignment;
provided, however, that Buyer’s foregoing covenants shall not apply to any
Claims arising from or relating in any manner to the use or occupancy of any of
the Premises by Seller or any of is agents, representatives, licensees or
invitees from and after the Effective Date.

    


    3.           Landlord
Consent and Related Covenants. Landlord hereby consents to the assignment of the
Lease by Seller to Buyer on the terms and conditions of this Assignment. In
addition, Landlord covenants and agrees, and Seller and Buyer acknowledge and
agree, as follows:

    



    
      
         


      

      
        li

        
          

        

      

      
         


      

    

    
 

    A.           All
references in the Lease to the “Tenant” shall mean and refer only to Buyer and
not to Seller with respect to any facts or circumstances relating specifically
to such “Tenant” and not to the Premises and first accruing on or after the
Effective Date. Without limiting the generality of the foregoing sentence, from
and after the date of this Assignment, (i) all references in the Lease to the
Tenant’s net worth shall mean and refer only to the net worth of Buyer and not
Seller, (ii) all references in clause (D) of Section 22 of the Lease to the
“Tenant” shall mean and refer only to Buyer and shall not refer to Seller, and
(iii) the payment and performance of all obligations, and the giving of all
notices, by Landlord to and for the benefit of the Tenant shall be to and for
the benefit of Buyer and not Seller.

    


    B.           From
and after the Effective Date, Buyer shall solely be entitled to exercise all
rights, powers, privileges, options and elections, and to make and give all
approvals, consents, determinations, selections, designations, judgments and
decisions, of the “Tenant” under and with respect to the Lease and the Premises.
Any effort by Seller or any other party to exercise, give or make any of the
foregoing shall be of no effect. Landlord shall, however, promptly deliver to
Buyer copies of all notices, demands, and other communications received by
Landlord from Seller.

    


    C.           In
the event that Seller rejects or otherwise terminates, or attempts to reject or
otherwise terminate, the Lease pursuant to the United States Bankruptcy Code or
any other law or proceeding involving the rights of creditors, as between
Landlord and Buyer (and their respective successors and assigns under the Lease
and with respect to the Premises), the Lease and this Assignment shall not be
terminated or otherwise affected thereby, by shall continue in full force and
effect as a direct agreement between Landlord and Buyer (or their respective
successors and assigns, if applicable). In such event, however, Landlord and
Buyer (upon the request of either such party) shall execute and deliver a new
lease on the same terms and conditions as the Lease, as modified by this
Assignment with respect to Buyer.

    


    D.           Only
the first paragraph of Section 5 of the Lease, entitled “Security Deposit”,
shall apply to Buyer. No Letter of Credit will be required under the Lease after
the Effective Date.

    


    E.           Landlord
consents to Buyer’s use at the Premises of the materials described on Exhibit
“A” hereto. In using such materials, however, Buyer shall comply with all terms
and conditions of the Lease, including Section 18, entitled “Toxic Waste and
Environmental Damage”.

    


    F.           Concurrently
with Landlord’s execution and delivery of this Assignment, Seller and Buyer have
paid Landlord the aggregate amount of Six Hundred Thousand Dollars ($600,000),
receipt of which is hereby acknowledged by Landlord. No other money or
consideration whatsoever will be payable to Landlord under Section 29 of the
Lease or otherwise in connection with this Assignment.

    


    G.           Notwithstanding
anything to the contrary in the Lease, Landlord and Buyer release each other and
their respective agents, employees, successors, assigns and subtenants from all
liability for injury to any person or damage to any property that is caused by
or results from a risk which is actually insured against, which is required to
be insured against under the Lease or which would normally be covered by “all
risk” property insurance, without regard to the negligence or willful misconduct
of the person or entity so released.

    



    
      
         


      

      
        lii

        
          

        

      

      
         


      

    


    


    H.           
Notwithstanding this Assignment, Buyer assumes no liability or obligation of the
Tenant arising from or relating to the Lease and/or the Premises which accrued
prior to the Effective Date. Landlord shall look solely to Seller for the
payment and performance of all liabilities and obligations of the Tenant arising
from or relating to the Lease and/or the Premises accruing prior to the
Effective Date.

    


    I.           Seller
shall have the right to use and occupy approximately 2,300 square feet of space
in the Premises for up to thirty (30) days after the Effective
Date.

    


    4.           Landlord
Estoppel.
Landlord hereby certifies to Seller and Buyer as follows, with the intent that
Seller And Buyer will rely heron in consummating this Assignment: (i) the Lease
is in full force and effect; (ii) there currently exists no breach or default by
the tenant under the Lease, and, to Landlord’s best knowledge, there has not
occurred any event or condition which, with the giving of notice or the passage
or time or both, could constitute such a breach or default; (iii) the Tenant has
not defaulted in any payment of rent during the twelve (12) months immediately
preceding the Effective Date; (iv) the total amount of the monthly rent
currently payable under the Lease is $67,977.80, and monthly installments
thereof have been paid through January, 1999; (v) there are no unpaid taxes,
insurance, operating expenses or other charges under the Lease which have been
billed by Landlord to the Tenant; (vi) the amount of the security deposit held
by Landlord under the Lease equals $65,000; (vii) attached hereto as Exhibit “B” is a
true, correct and complete copy of the Lease (including all amendments and
modifications). And the Lease constitutes the entire agreement between Landlord
and the Tenant as to the Lease of the Premises and has not been modified,
amended or supplemented, nor have any terms or conditions thereof been waived,
except as identified in such Exhibit “B”; (viii)
to Landlord’s best knowledge, Landlord has performed all of its obligations
under the Lease accruing prior to the Effective Date; (ix) Landlord has not
received from Seller any notice of default by Landlord under the Lease; (x) the
term of the Lease commenced on May 1, 1989, and will expire on April 30, 2004;
(xi) the Tenant has one (1) option to extend the term of the Lease for a period
of five (5) years, and, to Landlord’ best knowledge, nothing has occurred that
would invalidate such option or preclude Buyer from effectively exercising such
option; and (xii) all amounts owing to Landlord under the Prior Assignment and
all amounts owing to Landlord in connection with the “Tenant Interior
Improvements” under the Lease have been paid in full.

    


    5.           Landlord Release.
Landlord hereby irrevocably and unconditionally releases and forever discharges
Seller and its parent company, the DII Group, Inc., a Delaware corporation, in
all and any capacities, including but not limited to individually or as a
guarantor, partner, employee, officer or agent of other entities, and its
owners, predecessors, successors, assigns, agents, directors, officers,
employees, servants, managers representatives, attorneys, and insurance
carriers, and all persons acting by, through, or in concert with any such
parties, of and from any and all legal and equitable charges, complaints,
claims, liabilities, obligations, promises, agreements, controversies, damages,
actions causes of action, suits, rights, demands, costs, losses, debts and
expenses (including attorneys’ fees and costs actually incurred), of any nature
whatsoever, that Landlord has against Seller that may accrue after the Effective
Date, arising directly or indirectly out of or in any way connected with the
matters described in the Lease or this Assignment. The foregoing release shall
not however, affect any rights, remedies, liabilities or obligations as between
Seller and Buyer.

    


    


    
      
        
        

      

      
        liii

        
          

        

      

      
        
        

      

    

     

           6.           Entire
Agreement.  This Assignment, together with the lease, constitutes the
entire agreement among Landlord, Seller and Buyer regarding the Lease and the
Premises, and there are no binding agreements or representations amount the
parties except as expressed herein (or in the Purchase Agreement as between
Seller and Buyer).  This Assignment shall not be legally binding until
it is executed by Landlord, Seller and Buyer.  No subsequent change or
addition to this Assignment shall be binding unless in writing and signed by the
party sought to be bound thereby.

    
       7.           Miscellaneous.  All
capitalized terms used, but not defined, in this Assignment shall have the
meanings ascribed to them in the Lease.  This Assignment may be
executed in one or more counterparts. Each of which shall be deemed an original
but all of which together shall constitute one and the same
document.  Should any provision of this Assignment prove to be invalid
or illegal, such invalidity or illegality shall in no way affect, impair or
invalidate any other provision hereof, and such remaining provisions shall
remain in full force and effect.  The captions used in this Assignment
are for convenience only and shall not be considered in the construction on
interpretation of any provision hereof.  The language of this
Assignment shall in all cases be construed as a whole according to its fair
meaning and not strictly for or against wither Seller, Buyer or Landlord, all of
whom are represented by counsel in connection with the negotiation and
preparation of this Assignment.  The validity, effect, construction,
performance and enforcement of this Assignment and the rights and obligations of
the parties hereunder shall be governed in all respects by the laws of the State
of California.  Seller shall from time to time execute and deliver
such additional documents and take such additional actions as Buyer may
reasonably request to carry out the purpose of this Assignment.

     

           8.           Brokerage
Commissions.  Each party hereto (i) represents to the others that it
has not had any dealings with any real estate brokers, leasing agents or
salesman or incurred any obligations for the payment of real estate brokerage
commissions or finders’’ fees which would be earned or due and payable by reason
of this Assignment, and (ii) agrees to indemnify, defend and hold harmless the
other parties from any claim for any such commissions or fees which result from
the actions of the indemnifying party.

     

           9.           Authority.  Each
party hereto represents and warrants to the other parties that (i) the person or
persons executing this Assignment on behalf of such party is/are duly authorized
to execute this Assignment on behalf of such party, and (ii) such party has the
right, power and authority to execute and deliver this Assignment to the other
parties and to perform its obligations hereunder.

     

    

      
        
           


        

        
          liv

          
            

          

        

        
           


        

      



    


    IN
WITNESS WHEREOF, Seller, Buyer and Landlord have executed this Assignment as of
the Effective Date.

    


    SELLER:

    


    ORBIT SEMICONDUCTOR,
INC.,

    a Delaware corporation

    


    By:________________________________

    


    Name:______________________________

    


    Title:_______________________________

    


    


    


    BUYER:

    


    SUPERTEX, INC.,

    a California corporation

    


    By:________________________________

    


    Name:______________________________

    


    Title:_______________________________

    


    


    


    LANDLORD:

    


    SOBRATO DEVELOPMENT COMPANIES
#871,

    a California limited
partnership

    


    By:_________________________________

    


    Name:_______________________________

    


    Title:________________________________

    
 


    
      
         


      

      
        lv

        
          

        

      

      
         


      

    


    


    Orbit
Semiconductor, Inc.

    Lease
assignment

    


    EXHIBIT A  List of
Materials

    


    


    111
Trichioroethane

    Acetelyne

    Acetic
Acid

    Acetone

    Ammonia

    Ammonium
Fluoride

    Ammonium
Hydroxide

    Argon

    AZ 400K
Developer (Potassium Hydroxide)

    AZ P4210
(Phtoresist) Propylene Glycol Monomethyiether Acetate (108-65-6)

    Boron
Trichloride

    Boron
Trifluoride

    Buffered
Oxide Etch

    Carbon
Dioxide

    Chlorine

    Chlorodifluoromethane
(Freon 22)

    Deionized
Water

    Diborane

    Dichlorosiane

    Dipotassium
Phosphate

    EDMEA

    Ethanol

    Ethyl
Pyruvate

    Ethyl-3-ethoxypropionate
Novaiac Resin Methacryiate Copolymer Napthaquinone diazide

    Ethylene
Glycol

    Ethylene
Glycol Monomethylether-acetate

    Fluoboric
Acid

    Glutaraidehyde

    Halogenated
Cleaning Solution

    HCL

    Heilum

    Hexafluoroethane

    Hexamethyidislazane

    Hydrocarbon
Mix

    Hydrocarbon
Mixture

    Hydrochloric
Acid

    Hydrofluoric
Acid

    Hydrogen

    Hydrogen
Peroxide

    Isoproply
Alcohol

    K-Dimethyidinlrocarbomate

    Liquid
Nitrogen

    Liquid
Oxygen

     

    

      
        
           


        

        
          lvi

          
            

          

        

        
           


        

      


      Magnesium
Hydroxide

      Mineral
Spirits

      Misc
Bases

      Misc
Flammable Liquids

      Misc
Oxidizers

      Misc.
Glycols

      Monomethylether-acetate

      N-Butyl
Acetate

      Nitric
Acid

      Nitrongen

      Nitrogen
Trifluoride

      Nitrous
Oxide

      N-Methyl
Pyrrolidine

      Oxygen

      PBR3 –
Phosophorus Tribromide

      PGMEA

      Phosphine

      Phosphine
– Hydrogen mixture

      Phosphine
– Silane mixture

      Phosphoric
Acid

      Potassium
Hydroxide

      Propylene
Glycol Monomethyl Ether Acetate

      Silane

      Sodium
Bisulfite

      Sodium
Molybdate

      Sodium
Nitrite

      Sulfur
Hexafluoride

      Sulfuric
Acid

      SVC – 25
(Parts Cleaner)

      SVC 80
Ink Remover

      SVC-12
Acetone Replacement

      Sythetic
Oil

      Tetraethylorthosilicate

      Tetrafluoroethane

      Tetrafluoromethane

      Tetramethylammonium
Hydroxide

      Trifluoroethane

      Trifluoromethane
(Freon 23)

      Tungston
Haxafluoride

      Vaccum
Pump Oil

      Various
High and Low pH Chemicals

      Zinc
Chloride



    
      
        
        

      

      
        lvii

        
          

        

      

      
        
        

      

    

     

    FOURTH
AMENDMENT TO LEASE

     

    


    


    THIS FOURTH AMENDMENT TO LEASE (this
“Fourth Amendment”) is made as of the 1ST  day
of February,
1999 (the “Effective Date”) by and between SOBRATO DEVELOPMENT COMPANIES #871, a
California limited partnership (“Landlord”), and SUPERTEX, INC., a California
corporation (“Tenant”), with reference to the following facts and objectives:

    
A.
Landlord and Paradigm Technology, Inc. ("Paradigm") entered that certain Lease
dated December 7, 1988, regarding the improved real estate commonly known as 71
Vista Montana,

    San Jose,
California (the "Premises"). Such Lease was amended by that certain First
Amendment to Lease dated May 4, 1987, that certain Second Amendment to Lease
dated June 18, 1990, and that certain Third Amendment to Lease (the "Third
Amendment") dated December 21, 1995, all between Landlord and Paradigm. The
interest of the tenant under such Lease was assigned by Paradigm to Orbit
Semiconductor, Inc. ("Orbit") pursuant to that certain Assignment of Lease and
Consent to Assignment of Lease (the "First Assignment") dated November 15, 1996,
by Paradigm, Orbit and Landlord. The interest of the tenant under such Lease has
further been assigned by Orbit to Tenant as of the Effective Date pursuant to
that certain Lease Assignment Agreement (the "Second Assignment") dated as of
the Effective Date by Orbit, Tenant and Landlord. Such Lease, as so amended,
assigned and consented to, is referred to herein as the "Lease".

    


    B. Orbit
and Tenant entered that certain Agreement for Purchase and Sale of Assets dated
January 16,
1998 (the "Purchase Agreement") pursuant to which, among other things,
Orbit

    agreed to
assign the Lease to Tenant. As a condition to Tenant's obligation to consummate
the transactions contemplated by the Purchase Agreement (including, without
limitation, Tenant's execution and delivery of the Second Assignment), Tenant
required that Landlord agree further to amend the Lease, among other things, to
provide Tenant with an additional option to extend the term of the Lease for an
additional period of five (5) years and to grant Tenant a right , of first offer
to purchase the Premises described in the Lease. Landlord and Tenant now
mutually desire to amend the Lease on the terms and conditions of this Fourth
Amendment.

    


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

    


    
      	
              1.  

            	
              Notices.
      Paragraph 26 of the Lease is hereby deleted, and the following language is
      substituted in lieu thereof:

            


    

    


    26. NOTICES: All notices which
this Lease requires or permits either party to give to the other party shall be
in writing and shall be delivered personally or forwarded by United States mail,
postage prepaid, by registered or certified mail, return receipt requested, and
addressed to the respective parties as follows:

     

                    To
Landlord:           Sobrato
Development Companies #871

    10600 North DeAnza Boulevard, Suite
200

    Cupertino, California
95014

    


    To
Tenant:           
Supertex, Inc.

    1235 Bordeaux Drive

    Sunnyvale, California
94089

    Attention: President


    
      
         


      

      
        lviii

        
          

        

      

      
         


      

    


    


    or to such other address as may be
contained in a notice from either party tothe other given pursuant to this
paragraph.  Notice by registered or certifiedmail shall be deemed to be given three (3) days
after the date of deposit
in the mail.

     

    2.         Additional Option to
Extend.  Landlord and Tenant acknowledge that (i) the Lease currently
provides that the tenant thereunder has two (2)  options to extend the
term of the Lease, each for a period of five (5) years, (ii) under the Third
Amendment, the tenant exercised the first of those two options so as to extend
the term of the Lease through April 30, 2004, and (iii) Tenant therefore
currently has one (1) additional option to extend the term of the Lease for an
additional five (5)-year period from May 1, 2004 through April 30,
2009.  Landlord hereby grants Tenant one (1) additional option to extend the
term of the Lease for an additional five (5)-year period from May 1, 2009
through April 30, 2014, on the terms and conditions provided in Paragraph 37 of
the Lease.  Accordingly, Paragraph 37 of the Lease is hereby amended
by deleting the words “two (2)” from the second line thereof and substituting
the words “three (3)” in lieu thereof.

    3.           Right
of First Offer to Purchase.  The Lease is hereby amended by adding a
new Paragraph 46 as follows:

    


    46.           RIGHT
OF FIRST OFFER TO PURCHASE:  Landlord hereby grants Tenant the first
right, option and opportunity to purchase the Premises on the following terms
and conditions:

     

    A. If at
any time during the term of this Lease (including, without limitation, any
Renewal Term) Landlord desires to sell the Premises or any part thereof or
interest therein (such part or interest being referred to herein as the "Offered
Interest"), then before Landlord enters a binding agreement to sell the Offered
Interest, Landlord shall first offer to Tenant the opportunity to purchase the
Offered Interest by giving Tenant written notice of the terms and conditions on
which Landlord would be willing to sell the Offered Interest ("Landlord's
Offer").  Landlord's Offer shall include the following basic business
terms upon which Landlord is willing to sell the Offered Interest: (i) the sales
price, (ii) the amount and terms of any seller financing, (iii) the amount and
terms of any assumable third party financing, (iv) the state of title to be
transferred by Landlord, (v) the date for close of escrow, (vi) the allocation
of closing costs, (vii) the legal description of the Offered Interest, and
(viii) all other material business terms on which Landlord is willing to sell
the Offered Interest.
Tenant shall thereafter have the exclusive right to purchase the Offered
Interest on the terms and conditions stated in Landlord's Offer, which right
Tenant may exercise by giving
Landlord written notice of Tenant’s exercise of such right within thirty (30)
days following the date that Tenant receives Landlord’s Offer.  If
Tenant exercises such right,
thenTenant shall purchase and Landlord shall sell the Offered Interest on
the terms and conditions described in Landlord’s Offer.

      


      B. If Tenant does not, within such
thirty (30) day period, exercise Tenant's right to purchase the Offered Interest
on the terms and conditions of Landlord's Offer, then Landlord may sell the
Offered Interest to any third party for a purchase price not less than
ninety-five percent (95%) of the purchase price specified in Landlord's Offer
and otherwise on the same terms and conditions of Landlord's Offer, so long as
(i) Landlord enters a binding written agreement with such third party for the
sale of the Offered Interest within one hundred eighty (180) days after
Landlord's delivery to Tenant of Landlord's Offer, and (ii) Landlord conveys
title to the Offered Interest to such third party pursuant to such agreement
within ninety (90) days after such agreement for the sale of the Offered
Interest is fully executed by Landlord and such third-party
buyer.

    


    
      
         


      

      
        lix

        
          

        

      

      
         


      

    

     

    C. If
Landlord has not entered a binding written agreement for the sale of
the

    Offered
Interest within one hundred eighty (180) days after Landlord's delivery to
Tenant of Landlord's Offer, or if Landlord has not conveyed title to the Offered
Interest to such third party buyer pursuant to such an agreement within ninety
(90) days after such agreement for the sale of the Offered Interest is fully
executed by Landlord and such third-party buyer, then, in either such event, any
subsequent offer or election by Landlord to sell the Premises or any part
thereof or any interest therein (including, without limitation, the Offered
Interest) shall be deemed a new determination to so do and shall be subject once
again to Tenant's first right, option and opportunity to purchase as described
in this Paragraph 46.

    


    4.           Memorandum.  The
Lease is further amended by adding a new Paragraph 47 as follows:

     

    47.
MEMORANDUM:  Promptly upon the request of either party, Landlord and
Tenant shall execute and deliver a Memorandum of Lease and Options to be
recorded in the Official Records of Santa Clara County, California, setting
forth Tenant’s rights under this Lease, including, without limitation, Tenant’s
options to extend the term of this Lease and Tenant’s right of first offer to
purchase the Premises.

     

    


    5.         No Further
Changes.  Except as expressly amended by this Fourth Amendment,
the Lease shall remain in full force and effect.  All capitalized
terms used, but not defined, in this Fourth Amendment shall have the meanings
ascribed to such terms in the Lease.

     

    IN
WITNESS WHEREOF, Landlord and Tenant have executed this Fourth Amendment to
Lease to be effective as of the Effective Date.

     

    


    LANDLORD:

     

    


    SOBRATO DEVELOPMENT COMPANIES
#871,

    a California limited
partnership

    By:       ___________________________________

    


    Name:  ___________________________________

    


    Title:  Managing
General Partner

     

    


    


    TENANT:

     

    SUPERTEX, INC.

     

    a California corporation

     

    By:     ____________________________________

    


    Name:____________________________________

     

    


    Title:  ____________________________________

     

    


      
        
           


        

        
          lx

          
            

          

        

        
           


        

      

    

     

    FIFTH
AMENDMENT TO LEASE

     

    


    This
fifth amendment to lease ("Fifth Amendment") is made this 23rd day of January,
2004 by and between Sobrato Development Companies #871, a California Limited
Partnership, having an address at 10600 N. De Anza Blvd., Suite 200, Cupertino,
California 95014 ("Landlord") and Supertex, Inc., a California Corporation (as
successor in interest to Paradigm Technology and Orbit Semiconductor), having an
address at 71 Vista Montana, San Jose, California, 95134
("Tenant").

     

    


    WITNESSETH

     

    


    WHEREAS
Landlord and Tenant entered into a lease dated December 7, 1988, lease
amendments dated May 4, 1987, June 18, 1990, December 21, 1995 and February 1,
1999, and lease assignments dated November 15, 1996 and February 1, 1999
(collectively the "Lease") for the premises located at 71 Vista Montana in San
Jose, California ("Premises"); and

     

    WHEREAS
effective January 23, 2004, Landlord and Tenant wish to modify the Lease
to (i) extend the term of the Lease for seven years; (ii) specify the monthly
rent for the period from May 1, 2004 through April 30, 2011; and (iii) eliminate
Landlord's right to share in sublease or assignment profits related to space
within the Premises currently being marketed by Tenant for
sublease;

     

    NOW,
THEREFORE, in order to effect the intent of the parties as set forth
above and for good and valuable consideration exchanged between the parties, the
Lease is amended effective January 23, 2004 as follows:

     

    1. The
term of the Lease is hereby extended for seven (7) years from the current
termination date of April 30, 2004, to April 30, 2011. Tenant has one remaining
Option to extend the term
of the Lease
pursuant to Lease section 37.

     

    2.
Monthly rent for the period from May 1, 2004 through April 30, 2011 shall be
payable according to the following schedule:

     

    
      	
              May
      1, 2004 through April 30, 2005:

            	
              $61,798.00
      per month

            
	
              May
      1, 2005 through April 30, 2006:

            	
              $64,888.00
      per month

            
	
              May
      1, 2006 through April 30, 2007:

            	
              $67,978.00
      per month

            
	
              May
      1, 2007 through April 30, 2008:

            	
              $71,068.00
      per month

            
	
              May
      1, 2008 through April 30, 2009:

            	
              $74,158.00
      per month

            
	
              May
      1, 2009 through April 30, 2010:

            	
              $77,248.00
      per month

            
	
              May
      1, 2010 through April 30, 2011:

            	
              $80,337.00
      per month 

            


    

    


    3. Lease section 29 is modified to
eliminate Landlord's right to 50% of excess rent or other economic consideration
realized by Tenant related to any sublease or assignment of the space within the
Premises currently being marketed for sublease, as shown on Exhibit "A"
attached.

     

     

    
      
        
        

      

      
        lxi

        
          

        

      

      
        
        

      

    

    


    4. All defined terms shall have the same
meanings as in the Lease, except as otherwise stated in this Fifth
Amendment.

     

    5. Except as hereby amended, the Lease and
all of the terms, covenants and conditions thereof shall remain unmodified and
in full force and effect.  In the event of any conflict or
inconsistency between the terms and provisions of this Fifth Amendment and the
terms and provisions of the Lease, the terms and provisions of this Fifth
Amendment shall prevail.

     

    IN
WITNESS WHEREOF, the parties hereto have set their hands to this Fifth
Amendment as of the day and date first above written.

     

    


     

    
      	Landlord	Tenant
	 	 
	Sobrato Development
      Companies #871,	Supertex,
      Inc.,
	 	 
	a California Limited
      Partnership	a California
      corporation
	 	 
	By:_____________________________	By:___________________________
	 	 
	Its: General Partner
      	Its:____________________________
	 	 


    

     

    


                                                                       


    
      
         


      

      
        lxii