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                                                                  Exhibit 10.09




                            INDUSTRIAL BUILDING LEASE

                                 BY AND BETWEEN

                         PACESETTER BUSINESS PROPERTIES,

                                    LANDLORD

                                       AND

                                UNIT INSTRUMENTS,

                                     TENANT


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                            INDUSTRIAL BUILDING LEASE

        THIS BUILDING LEASE ("Lease") is dated September l, 1990 ("Effective
Date"), and entered into by and between Pacesetter Business Properties, a
California corporation ("Landlord"), and Unit Instruments, a California
corporation ("Tenant").

        In consideration of the rents and covenants hereinafter set forth,
Landlord hereby leases to Tenant, and Tenant hereby rents from Landlord, the
following described demised premises, upon the following terms and conditions:

                                   ARTICLE 1

                          FUNDAMENTAL LEASE PROVISIONS

        1.1 DEFINITIONS. For purposes of this Lease, the following terms shall
have the following meanings:


CENTER:                 That certain industrial center known as North County
(Article 2)             Tech Center.
(Exhibit B)

PREMISES:               That certain industrial building known as North County
(Exhibit B)             Tech Center Building 1, located at 22600 Savi Ranch
                        Parkway, Yorba Linda, California.

SPARTA SPACE:           The portion of the Premises presently leased to Sparta,
(Exhibit B)             Inc., containing approximately 38,493 square feet.

VACANT SPACE:           The presently vacant portion of the Premises containing
(Exhibit B)             approximately 44,263 square feet.

BUILDING AREA:          Approximately 82,756 square feet.
(Article 4)

TERM:                   Ten years, with one option to extend for a period of
(Article 3)             five years.

USE:                    General office purposes, warehousing, research and
(Article 6)             development activities and light manufacturing.

MINIMUM MONTHLY RENT:   $52,136.28 per month ($.63 per square foot per month);
(Section 4.1)           portion of Minimum Monthly Rent applicable to Sparta
                        Space ($24,250.59 per month) deferred for first 12
                        months; no delay or deferral of Rent Adjustment (Section
                        4.2), Costs (Section 4.3 or other charges, if any
                        (Section 4.3).



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RENT ADJUSTMENT:        Minimum Monthly Rent to increase at start of fourth,
(Section 4.2)           seventh and tenth years of term based on increase in CPI
                        index over CPI index at beginning of previous three year
                        period.

TENANT'S SHARE:         68.15%
(Section 4.3)

SECURITY DEPOSIT:       $52,136.28 payable upon Tenant's execution and delivery
(Article 27)            of this Lease.

GUARANTOR:              Autoclave Engineers, Inc., a Pennsylvania corporation
(Exhibit D)             ("Autoclave").

BROKER:                 Representing Landlord, by separate agreement with
                        Landlord: Coldwell Banker Commercial Real Estate
                        Services; representing Tenant, by separate agreement
                        with Coldwell Banker Commercial Real Estate Services:
                        Daum.

ADDRESSES FOR NOTICES:  TO LANDLORD:
(Article 25)            4300 Campus Drive, Suite 100
                        Newport Beach, CA  92660

                        TO TENANT:
                        Before occupancy:        1247 West Grove Avenue
                                                 Orange CA  92665

                        After occupancy:         22600 Savi Ranch Parkway
                                                 Yorba Linda, CA  92686

        1.2 EXHIBITS. The following drawings, documents and provisions are
attached hereto as Exhibits and incorporated herein by this reference:


        EXHIBIT A       Legal description of the Center which Landlord has or
                        intends to construct or cause to be constructed.

        EXHIBIT B       A site plan of the Center, including the location of the
                        Premises and the Building Area.

        EXHIBIT C       A description of work to be performed by Landlord
                        ("Landlord's Work") in or on the Premises. The Premises
                        shall be constructed pursuant to and in accordance with
                        the procedures outlined in Exhibit C.



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        EXHIBIT C-1     Schedule for Landlord's Work

        EXHIBIT D       Guarantee of Lease.

        EXHIBIT E       Statement of Tenant.

        EXHIBIT F       Sign Criteria.

        EXHIBIT G       Acceptance of Premises Letter.

        EXHIBIT H       Permitted Uses.


                                   ARTICLE 2

                                    PREMISES

        The Premises consist of a two story concrete and glass building which,
together with and including other property owned by Landlord or by other
parties, comprise the Center, as delineated on Exhibit B.

        This Lease is subject to the terms, covenants and conditions herein set
forth, and Tenant covenants as a material part of the consideration of this
Lease to keep and perform each and all of such terms, covenants and conditions
to be kept and performed by it.

                                   ARTICLE 3

                                      TERM

        3.1 COMMENCEMENT OF TERM. The Term of this Lease shall commence on the
first to occur of (i) the date Tenant occupies the Premises, or (ii) 15 days
following the date of substantial completion of Landlord's Work, as defined in
Exhibit C, unless sooner terminated as provided in this Lease, and shall expire
at the end of the Term set forth in Section 1.1.

        3.2 STATEMENT. Upon commencement of the Tern, Landlord and Tenant shall
execute a written statement setting forth the commencement and termination dates
of the Term in the form of Exhibit H, or in such other form as Landlord may
reasonably request.

        3.3 AUTOMATIC TERMINATION. If the Commencement Date of this Lease shall
not have occurred on or before September l, 1991, this Lease may be terminated
by either party upon written notice to the other and shall thereafter be of no
further force or effect, provided that such date shall be extended by any delays
referred to in Section 29.8 of this Lease.

        3.4 OPTION. Tenant may extend the Term of this Lease for one additional
period of five years ("Extended Term") upon all of the terms and conditions set
forth herein, subject to the following terms, conditions and exceptions:



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           A. Tenant's option is personal to Tenant and shall automatically
terminate upon any Assignment of this Lease, as defined in Article 14, or if the
use of the Premises is changed from that set forth in Section 1.1, except that
such option may be assigned to a Permitted Assignee," as defined in Section 14.9
of this Lease.

           B. Tenant shall notify Landlord in writing of Tenant's desire to
exercise the option at least 12 months, but no more than 24 months, prior to the
expiration of the original Term.

           C. If this Lease is not in effect on the date Tenant gives notice of
its exercise of the option to extend, such notice shall be void and of no
effect. If this Lease is not in effect on the day preceding the first day of the
Extended Term, the Extended Term shall not commence and this Lease shall expire
at the end of the original Term.

           D. If Tenant is in "Default," as defined in Article 19 of this Lease,
under any of the terms or conditions of this Lease on the date it gives notice
of its exercise of an option, such notice shall be void and shall have no
effect. If Tenant is in Default under any of the terms or conditions of this
Lease on the day preceding the first day of the Extended Term, the Extended Term
shall not commence and this Lease shall expire at the end of the original Term.

           E. The Minimum Monthly Rent commencing on the date of the
commencement of the Extended Term shall be the higher of (a) the Minimum Monthly
Rent in effect immediately prior to such date, or (b) the fair market rental
value ("Market Value") of the Premises as of such date. Market Value shall be
determined by the agreement of the parties, but if they are unable to agree in
writing as to such Market Value on or before 120 days prior to the commencement
of the Extended Term then, on or before the date which is 90 days prior to the
commencement of the Extended Term, each party shall appoint a "Qualified
Appraiser," as hereinafter defined. Within 15 additional days, the two
appraisers so appointed shall appoint a third independent Qualified Appraiser
and within 30 days thereafter, the three appraisers shall each make his own
appraisal of the Market Value of the Premises as of the commencement of the
Extended Term. Such Market Value shall be deemed to be the value which is the
average of the two closest appraisal amounts. If either party shall fail to
appoint its appraiser pursuant to this paragraph, such Market Value shall be
determined by the single appraiser appointed by the other party. If the two
appraisers originally selected cannot agree upon the selection of a third
appraiser within ten days, then either party may request that such third
appraiser be appointed by application to a court of competent jurisdiction upon
ten days prior written notice to the other party. The fees and expenses of the
appraiser appointed by each party shall be borne by that party and the fees and
expenses of the third appraiser shall be borne equally by Landlord and Tenant.
If for any reason the Minimum Monthly Rent shall not have been redetermined in
accordance with this Section 3.4E prior to the commencement of the Extended
Term, Tenant shall make Minimum Monthly Rent payments equal to the Minimum
Monthly Rent in effect immediately preceding the commencement of the Extended
Term until such rent is determined, at which time any difference between the
rent paid to date for such period and the rent determined in accordance with
this paragraph shall be adjusted and paid to the party entitled thereto. For
purposes of this Section 3.4E, "Qualified Appraiser" shall mean a person who is
either or both of the following: (i) a licensed California real estate broker
having at least five years of experience in the business of leasing on behalf of
landlords or tenants of industrial space



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in the northeastern Orange County area, or (b) a member in good standing of the
American Institute of Real Estate Appraisers for at least five years. For
purposes of this Section 3.4E, Market Value shall take into account the contract
rental rate, rent concessions, real estate commissions, the cost of tenant
improvements, length of term and all other tenant provisions which have material
economic value to Landlord and Tenant.

                                   ARTICLE 4

                                      RENT

        4.1 MINIMUM MONTHLY RENT. Tenant covenants and agrees to pay upon the
Commencement Date as rent for the use and occupancy of the Premises, and at the
time and I the manner hereinafter provided, Minimum Monthly Rent as set forth in
Section 1.1, payable in advance, on the first day of each calendar month during
each year of the Term, without notice, off-set, reduction or abatement except as
expressly provided in this Lease, subject, however, to adjustment as set forth
below. If the Commencement Date occurs on a day other than the first day of the
month, then Minimum Monthly Rent for the fraction of the month starting with the
Commencement Date shall be paid on the Commencement Date and prorated on the
basis of the actual number of days in such month. If the Term ends on a day
other than the last day of the month, then Minimum Monthly Rent (for the month
during which the expiration occurs shall be prorated on the basis of the actual
number of days in such month.

        4.2 RENT ADJUSTMENT. On the third, sixth and ninth anniversaries of the
Commencement Date (each such anniversary being hereafter referred to in this
Lease as an "Adjustment Date"), Minimum Monthly Rent shall be increased as
follows:

        The adjusted Minimum Monthly Rent shall be determined on each Adjustment
Date by multiplying the Minimum Monthly Rent set forth in Section 1.1 in effect
for the month preceding such Adjustment Date by a fraction, the numerator of
which is the then current Consumer Price Index ("Index") for All Urban
Consumers, U.S. City Average, all items (19821984=100) as published by the U.S.
Department of Labor, Bureau of Labor Statistics and the denominator of which is
the Index ("Base Index") in effect on the first day of the preceding three year
period.

           A. The Index for each Adjustment Date shall be the one reported in
the U.S. Department of Labor's most recent official index then in use and most
nearly meeting the foregoing description of the Index. If the Index is
calculated from a base different from 1982-1984=100, the figures used for
calculating the adjustment shall first be converted under a formula supplied by
the Bureau. If the described index shall no longer be published, another index
generally recognized as authoritative shall be substituted by Landlord.

           B. If Tenant exercises its option to extend the Term of this Lease,
the first day of the 31st month of the Extended Term shall be deemed an
Adjustment Date for purposes of this Section 4.2 and the Minimum Monthly Rent
shall be increased on such date in the manner set forth in this Section 4.2,
except that for purposes of this Section 4.2C the Base Index shall be the Index
in effect as of the commencement of the Extended Term.



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           C. In no event shall a rent adjustment pursuant to this Section 4.2
amount to an increase of more than seven percent per year nor less than four
percent per year times the Minimum Monthly Rent which was in effect immediately
prior to the Adjustment Date on which it is determined.

        4.3 PAYMENT FOR COSTS. Minimum Monthly Rent is established on the basis
that, unless otherwise specifically provided in this Lease, Tenant shall pay
"Tenant's Share," as hereinafter defined, (and as such share is more
specifically described in Articles 7, 8, 9, 16 and 18) of "Taxes," insurance,
utilities, and repair and maintenance of the "Common Areas," as hereinafter
defined. Tenant shall pay Tenant's Share of such expenses to Landlord in advance
of the date upon which Landlord shall expend any sum toward such expenses.
Tenant's Share shall mean the percentage which is determined by dividing the
floor area of the Premises set forth in Section 1.1 by the total building floor
area of the Center.

           A. Tenant shall pay to Landlord, from and after the Commencement
Date, but subject to adjustment as provided in Paragraph B below, in advance, on
the first day of each month during each year of the Term, an amount equal to
Landlord's estimate of 1/12 of Tenant's Share of the total of such expenses for
each calendar year occurring during the Term.

           B. Tenant's monthly estimated payment shall be subject to adjustment
by Landlord as often as quarterly on the basis of Landlord's experience and
anticipated costs and expenses. Each adjustment shall be effective upon written
notice from Landlord to Tenant, and Tenant shall pay the adjusted monthly amount
commencing on the rent payment due date next following the date of such notice.
Without limiting the generality of the foregoing, and by way of example,
Landlord shall have the right and authority to institute increases in order to
accumulate funds for non-recurring or periodically-recurring costs or expenses
and shall have no obligation to delay any adjustment until Landlord's receipt of
a billing for any cost or expense (including, without limitation, bills for
Taxes). Tenant shall not be entitled to interest on sums so accumulated by
Landlord, if any.

           C. Within 90 days following the end of each calendar year during the
Term, or more frequently if Landlord so elects, Landlord shall furnish Tenant
with a statement covering the calendar year just expired, certified as correct
by Landlord, showing the total costs and expenses for such calendar year, the
amount of Tenant's pro-rata share of same for such calendar year, and the
payments made by Tenant with respect to same for such calendar year. If Tenant's
share of such costs and expenses exceeds the sum of the payments so made by
Tenant, Tenant shall pay the deficiency to Landlord within 30 days after receipt
of such statement. If Tenant's payments exceed Tenant's share of the total costs
and expenses, Landlord shall credit the excess against costs thereafter due to
Landlord under this Lease. Not more than once each calendar year, Tenant shall
have the right, at Tenant's expense, upon reasonable notice, during regular
business hours, and at Landlord's principal office, to audit the portion of
Landlord's records relating to the costs and expenses which Tenant is required
to pay pursuant to this Section 4.3.

           D. In the event that at the end of the Term or the earlier
termination of this Lease, Tenant shall have paid an amount greater than that
calculated to have been due pursuant to this Section 4.3 for the calendar year
in which this Lease so terminates, Landlord shall refund the overpayment to
Tenant within 30 days following the date of termination. In the event that at



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the end of the Term or the earlier termination of this Lease, Tenant shall have
made payments totaling an amount less than that calculated to have been due
pursuant to this Section 4.3 for the calendar year in which this Lease
terminates, Tenant shall pay the amount of the deficiency to Landlord within
thirty 30 days after Landlord's notice of billing therefor.

        4.4 ADDITIONAL RENT. Tenant shall pay as "additional rent" any and all
other sums of money or charges required to be paid pursuant to the terms of this
Lease, whether or not the same be designated additional rent. If such amount or
charges are not paid at the time provided for in this Lease, they shall
nevertheless, if not paid when due, be collectible as additional rent with the
next installment of rent thereafter falling due hereunder, but nothing herein
contained shall be deemed to suspend or delay the payment of any amount of money
or charge at the time the same becomes due and payable hereunder, or limit any
remedy of Landlord.

        4.5 PLACE OF PAYMENT. All rent and other payments shall be paid by
Tenant to Landlord at Landlord's notice address set forth in Section 1.1 or at
such other place as may from time to time be designated by Landlord.

        4.6 MINIMUM MONTHLY RENT DEFERRAL. Minimum Monthly Rent deferred, if
any, as set forth in Section 1.1, shall be deemed deferred, not forgiven or
waived, during the Term. Upon material Default of Tenant, any such deferred
Minimum Monthly Rent shall become due and payable. Upon the expiration of the
Term, or the earlier termination of this Lease, for any reason other than a
Default of Tenant, such deferred Minimum Monthly Rent shall be deemed waived.

                                    ARTICLE 5

                        INITIAL IMPROVEMENTS TO PREMISES

        Landlord shall install in the Premises the tenant improvements referred
to in Exhibit C as "Landlord's Work" and Tenant shall install in the Premises
the improvements referred to in Exhibit C as Tenant's Work, all in accordance
with and subject to the terms and conditions set forth in Exhibit C.

                                   ARTICLE 6

                                       USE

        Tenant shall use the Premises solely for the purpose specified in
Section 1.1, and Tenant shall not use or permit the Premises to be used for any
other purpose or purposes whatsoever without the prior written consent of
Landlord, which consent may be withheld in Landlord's sole, absolute and
arbitrary discretion. Tenant further covenants and agrees that it will not use,
suffer or permit any person or persons to use the Premises or any part thereof
for any use or purpose contrary to the Rules and Regulations of the Center as
set forth in Exhibit G, as the same may be amended by Landlord from time to
time, or in violation of the laws of the United States of America, the State of
California, or the ordinances, regulations or requirements of the local,
municipal or county governing bodies or any other lawful governmental or
quasi-governmental authorities having jurisdiction over the Center, or in
violation of any regulations of any insurance



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carrier providing insurance for the Premises or the Center. Tenant further
covenants and agrees that during the Term, the Premises and every part thereof
shall be kept by Tenant in a first-class, clean and wholesome condition, free of
any objectionable noises, odors or nuisances, and that all fire, safety, health
and police regulations shall, in all respects and at all times, be fully
complied with by Tenant.

        Landlord represents that it has been advised by the City of Yorba Linda,
California ("City"), that (a) the land on which the Premises are located is
presently zoned PC Office and Industrial Park Zone, Subcategory C - Industrial
Research and Development, and that such zoning was created by the Preannexation
and Development Agreement dated October 11, 1982, recorded in the Official
Records of Orange County on October 13, 1982, as Instrument No. 82-360356; (b) a
copy of the permitted uses contained in such Preannexation and Development
Agreement is attached to this Lease as Exhibit H; and (c) to obtain the City's
approval of Landlord's working drawings for the proposed improvements to the
Premises, Landlord will be required to submit to the City an occupancy letter
("Occupancy Letter") signed by Tenant describing in detail Tenant's proposed use
of the Premises, the form and content of which letter will be subject to the
reasonable approval of Landlord before it is submitted to the City. If the City
refuses to approve the Occupancy Letter within 15 days after it has been
submitted, then either Landlord or Tenant shall have the right to terminate this
Lease upon ten days notice to the other party, in which event all funds and
documents shall be returned to the party delivering the same and the parties
shall have no further obligations under this Lease.

                                   ARTICLE 7

                                    UTILITIES

        7.1 TENANT'S OBLIGATION. Tenant shall pay for all water, gas, power and
electric current and all other utilities used by Tenant on the Premises,
together with any Taxes thereon, from and after the delivery of possession of
the Premises by Landlord. If any such charges are not paid when due, Landlord
may pay the same, and any amount so paid by Landlord shall thereupon become due
to Landlord from Tenant as additional rent, together with interest thereon.
Tenant shall install its own meter(s) for all utilities utilized in the Premises
at Tenant's expense. If any utilities are furnished by Landlord, then the rates
charged to Tenant shall not exceed those of the local public utility company as
if its services were furnished directly to Tenant.

        7.2 NO DEFAULT BY LANDLORD. Landlord shall not be in Default hereunder,
nor be liable in damages or otherwise, for any failure or interruption of any
utility service being furnished to the Premises, and no such failure or
interruption shall entitle Tenant to terminate this Lease or to abate payment of
any portion of the rent due hereunder, except that if such failure or
interruption is the result of the negligence or willful misconduct of Landlord
or its agents, Minimum Monthly Rent under the Lease shall be abated commencing
on the fourth consecutive day on which such interruption or failure results in a
material impairment of the ability of Tenant to conduct its business and such
abatement shall continue only so long as such material impairment continues.



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                                   ARTICLE 8

                                      TAXES

        8.1 TENANT'S TAX RESPONSIBILITY. Tenant agrees to pay to Landlord, from
the commencement of the Term and throughout the Term, all Taxes, as defined
below, levied on the Premises and the improvements thereto, together with
"Tenant's Share" of all taxes and assessments levied on the Common Areas.

        8.2 TAXES INCLUDED. Property taxes for the first and last years of the
Term shall be prorated between Landlord and Tenant. For the purposes of this
Lease, the term "Taxes" shall include any form of assessment, license fee,
license tax, business license fee, business license tax, commercial rent tax,
levy, charge, tax or similar imposition imposed by any authority having the
direct power to tax, including any city, county, state or federal government, or
any school, agricultural, lighting, drainage or other improvement or special
assessment district thereof, as against any legal or equitable interest of
Landlord in the Center including, but not limited to, the following:

           A. Any tax on Landlord's right to rent or other income from the
Center or as against Landlord's business of leasing the Center or based on the
occupancy of tenants in the Center, but shall not include any general income,
franchise, excise, gift, estate, inheritance, succession, capital levy or
transfer tax of Landlord arising out of Landlord's rights in the Premises.

           B. Any assessment, tax, fee, levy or charge in substitution,
partially or totally, of any assessment, tax, fee, levy or charge previously
included within the definition of Taxes, it being acknowledged by Tenant and
Landlord that assessments, taxes, fees, levies and charges may be imposed by
governmental agencies for such services as police protection, fire protection,
street, sidewalk and road maintenance, refuse removal and for other governmental
services formerly provided without charge to property owners or occupants. It is
the intention of Tenant and Landlord that all such new and increased
assessments, taxes, fees, levies and charges and all similar assessments, taxes,
fees, levies and charges be included within the definition of Taxes for the
purposes of this Lease;

           C. Any tax, fee or charge on the operation and use of the Center
and/or the Common Areas imposed by the United States Environmental Protection
Agency or any other federal, state or local governmental entity; and

           D. Any assessment, tax, fee, levy or charge, upon this transaction or
any document to which Tenant is a party, creating or transferring an interest or
an estate in the Center.

        8.3 PERSONAL PROPERTY TAXES. Tenant shall also pay before delinquency
any and all taxes, assessments, license fees and public charges levied, assessed
or imposed at any time and which become payable during the Term upon Tenant's
leasehold improvements, fixtures, equipment, furniture, inventories or
merchandise and any other personal property installed or located on the
Premises, whether or not such assessment is made against Tenant or against



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Landlord either separately or as a part of the assessment of the Center, and
whether installed by Landlord or Tenant.

                                    ARTICLE 9

                             INSURANCE AND INDEMNITY

        9.1 LIABILITY INSURANCE. Tenant shall at all times during the Term, and
at its own cost and expense, procure and continue in force bodily injury
liability and property damage liability insurance adequate to protect Landlord
against liability for injury to or death of any person and damage to property in
connection with any construction or alteration by Tenant of improvements on the
Premises and with the use, operation or condition of the Premises. Such
insurance at all times shall be in an amount not less than $2,000,000.00,
combined single limit. Such coverage limit shall be adjusted annually during the
Term, upon request by Landlord or Landlord's lender or ground lessor, to such
higher coverage limit, if any, as in Landlord's reasonable judgment is
customarily carried in the locale in which the Premises are situated with
respect to similar properties. Tenant shall procure and thereafter maintain
throughout the Term, at its sole cost and expense, worker's compensation
insurance covering all of the employees employed upon the Premises or in
connection with the operations conducted thereon.

        9.2 LEASEHOLD IMPROVEMENTS. Tenant shall at all times during the Term
maintain in effect policies of insurance covering all leasehold improvements
(including any Alterations, additions or improvements as may be made by Tenant
pursuant to the provisions of this Lease) on the Premises. Such insurance shall
provide protection against any peril included within the classification "Fire
and Extended Coverage," including against vandalism and malicious mischief,
against theft, unless waived in writing by Landlord, and against sprinkler
leakage. Such policies shall include coverage in an amount not less than 100% of
the actual replacement cost thereof from time to time during the Term. The
proceeds of such insurance shall be used exclusively for the repair or
replacement of the property so insured, except that upon termination of this
Lease following a casualty as set forth herein, the proceeds shall be paid to
Tenant and Landlord in proportion to their interests, whereby Tenant's share of
the proceeds shall be that portion determined by a fraction, the numerator of
which is the remaining number of years in the initial Term, and the denominator
of which is the initial Term, with the remainder being apportioned to Landlord.
Not less than annually during the Term, Tenant shall cause Tenant's insurance
carrier to redetermine such full replacement cost and shall increase Tenant's
insurance policy limits accordingly.

        9.3 POLICY REQUIREMENTS. All insurance required to be carried by Tenant
hereunder shall be issued by responsible insurance companies, qualified to do
business in the State of California, reasonably acceptable to Landlord and
Landlord's lender or ground lessor, and having a Best's insurance rating of not
less than A-10. Each policy shall name Landlord as an insured, and certificates
of insurance shall be delivered to Landlord by Tenant at least ten days prior to
the earliest of Tenant's entry in the Premises to conduct work or deliver
Tenant's Property, the occupancy of the Premises by Tenant or the opening for
business of the Premises by Tenant. No such policy shall be subject to
cancellation or modification except after 30 days prior written notice to
Landlord and Landlord's lender or ground lessor. If Tenant has not furnished to
Landlord a certificate of renewal or other acceptable confirmation of coverage
with



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respect to any such policy on or before 60 days prior to the expiration of such
policy, and fails to do so within 30 days following Landlord's notice of such
failure, Landlord may obtain such insurance and charge the cost thereof to
Tenant, which amount shall be payable by Tenant upon demand as additional rent.

        9.4 WAIVER OF SUBROGATION. Landlord and Tenant each hereby waives any
and all rights of recovery against the officers, employees, agents and
representatives of the other party for loss of or damage to such waiving party
or its property or the property of others under its control, arising from any
cause insured against under any policy of insurance carried by such waiving
party. Promptly after written request from either party, the other party shall
obtain and furnish evidence to the requesting party of the waiver by the
requested party's insurance carriers of any right of subrogation against the
requesting party.

        9.5 TENANT'S LIABILITY. If Tenant shall fail to maintain any insurance
as required in this Lease, Tenant shall be liable for any loss or cost resulting
from such failure. The immediately preceding sentence shall not be deemed a
waiver of any of Landlord's rights or remedies under any other provision of this
Lease.

        9.6 PROPERTY INSURANCE. Landlord shall at all times during the Term
maintain in effect a policy or policies of insurance covering the Premises
providing protection against any peril generally included within the
classification "Fire and Extended Coverage," insuring against such other risks
as Landlord may reasonably determine, and including coverages in such amounts as
Landlord may reasonably determine, up to 100% of the actual replacement cost of
the Premises with a maximum deductible amount of such policies not to exceed the
amount required by Landlord's lender or ground lessor. The cost of such
insurance (or if such insurance covers more then the Premises, the pro-rata
portion of such insurance cost applicable to the Premises) shall be paid to
Landlord by Tenant within 15 days following receipt by Tenant of Landlord's
statement therefor.

        9.7 COMMON AREAS INSURANCE. Tenant shall also pay Tenant's Share of the
insurance premiums for liability insurance maintained by Landlord on the Common
Areas of the Center. The cost of such insurance shall be included as part of the
cost of operation and maintenance of the Center Common Areas.

        9.8 LANDLORD INDEMNIFIED. Tenant hereby indemnifies and agrees to hold
Landlord harmless against and from any and all claims arising from Tenant's
construction on or use of the Premises for the conduct of its business or from
any activity, work or thing done, permitted or suffered by Tenant and its agents
and employees in or about the Premises, except to the extent caused by the
negligence or willful misconduct of Landlord or its agents, and any and all
claims arising from any Default in the performance of any obligation on Tenant's
part to be performed under the terms of this Lease, or arising from any act or
negligence of Tenant, its agents, contractors or employees, and all costs,
attorneys' fees, expenses and liabilities incurred in, or related to, any such
claim or any action or proceeding brought thereon; and if any action or
proceeding be brought against Landlord by reason of any such claim, Tenant, upon
notice from Landlord, shall defend the same at Tenant's expense by counsel
reasonably satisfactory to Landlord and to Landlord's lender or ground lessor.
Tenant, as a material part of the consideration to Landlord, hereby assumes all
risk of damage to property or injury to persons in,



                                       11
<PAGE>

upon or about the Premises from any cause, except as may be caused by the
negligence or willful misconduct of Landlord, and Tenant hereby waives all
claims with respect thereto against Landlord.

        9.9 EXEMPTION OF LANDLORD FROM LIABILITY. Tenant hereby agrees that
Landlord shall not be liable for injury or damage which may be sustained by the
persons, goods, wares, merchandise or property of Tenant, its employees,
invitees or customers, or by any other person in or about the Premises caused by
or resulting from fire, steam, electricity, gas, water or rain which may leak or
flow from or into any part of the Premises, or from the breakage, leakage,
obstruction or other defects of the pipes, sprinklers, wires, appliances,
plumbing, air conditioning or lighting fixtures of the same, whether such damage
or injury results from conditions arising upon the Premises or from other
sources, except to the extent cause by the negligence or willful misconduct of
Landlord or its agents. The parties acknowledge and agree that Landlord shall
not be liable to Tenant for any damages arising from any act or neglect of any
other tenant of the Center or the other tenants' employees, agents, invitees or
customers.

                                   ARTICLE 10

                                   ALTERATIONS

        10.1 LANDLORD'S APPROVAL REQUIRED. Tenant shall not, without Landlord's
prior written consent, make any alterations, improvements or additions or
"Utility Installations," as hereinafter defined ("Alterations") in, on or about
the Premises; provided, however, Tenant may make non-structural interior
Alterations that do not diminish the value of the Premises and are entirely
within, and not visible from the exterior of, the Premises having a cost not
exceeding $25,000 per installation without Landlord's prior written consent. As
used in this Article, the term "Utility Installations" shall mean power panels,
wiring, fluorescent fixtures, space heaters, conduits, air-conditioning
equipment, plumbing and like installations. Any Alterations shall comply with
the terms of this Lease. If, prior to the termination of this Lease or within 15
days thereafter, Landlord so directs by written notice to Tenant, and unless
relieved of such obligation to remove pursuant to the last sentence of this
Section 10.1, Tenant shall promptly remove the Alterations (excluding HVAC
equipment) which were placed in or on the Premises by Tenant and which are
designated in such notice, and shall repair any damage occasioned by such
removal and, in Default thereof, Landlord may effect such removals and repairs
at Tenant's expense. Upon approval of any Alteration requiring Landlord's
consent, and within ten days following receipt by Landlord of notice of Tenant's
intention to install an Alteration which does not require Landlord's consent,
and if requested in writing by Tenant to do so, Landlord shall advise Tenant
whether Landlord will require Tenant to remove such Alteration pursuant to this
Section 10.1.

        10.2 CONDITIONS PRECEDENT. Any Alterations in or about the Premises
which require the consent of Landlord shall be presented to Landlord in written
form, with proposed detailed plans. If Landlord shall give its consent, which
consent shall not be unreasonably withheld or delayed, the consent shall be
deemed conditioned upon Tenant acquiring a permit to do the work prior to the
commencement of the work, and the compliance by Tenant with all conditions of
such permit and the requirements of all governmental authorities having
jurisdiction in a prompt and expeditious manner.



                                       12
<PAGE>

        10.3 PROPERTY OF LANDLORD. Unless Landlord requires their removal as set
forth in Section 10.1, all Alterations which may be made on the Premises shall
become the property of Landlord and remain upon and be surrendered with the
Premises at the expiration of the Term; provided, however, Tenant's machinery,
equipment and trade fixtures, other than that which is affixed to the Premises
so that it cannot be removed without material damage to the Premises, shall
remain the property of Tenant and may be removed by Tenant subject to the
provisions of this Article.

        10.4 WORK STANDARDS. All work with respect to Alterations must be done
in a good and workmanlike manner and diligently prosecuted to completion to the
end that the improvements on the Premises shall at all times be a complete unit,
except during the period of work. Any such Alterations shall be performed and
done strictly in accordance with the laws and ordinances relating thereto, and
with the requirements of all carriers of insurance on the Premises and the Board
of Underwriters, Fire Rating Bureau or similar organization. In performing the
work of any Alterations , Tenant agrees to use a bondable contractor and Tenant
shall have the work performed in such a manner so as not to obstruct the access
or visibility of any other tenant in the Center. Before commencing any such work
or construction in or about the Premises, and whether or not Landlord's consent
is required therefor, Tenant shall notify Landlord in writing of the expected
date of commencement thereof. Landlord shall have the right at any time and from
time to time to post and maintain on the Premises such notices as Landlord deems
necessary to protect the Premises and Landlord from the liens of mechanics,
laborers, materialmen, suppliers or vendors.

        10.5 OBLIGATION TO GIVE NOTICE. Should any claims of lien be filed
against the Premises or any action affecting the title to such property be
commenced, the party receiving notice of such lien or action shall immediately
give the other party written notice thereof. Landlord or its representatives
shall have the right to go upon and inspect the Premises, including any
improvements constructed thereon, at all reasonable times and upon reasonable
notice.

                                   ARTICLE 11

                                MECHANICS' LIENS

        11.1 MECHANICS' LIENS. Tenant hereby agrees that it will pay or cause to
be paid all costs for work done by it or caused to be done by it on the
Premises, and it will keep the Premises and the Center free and clear of all
mechanics' liens on account of work done by Tenant or persons claiming under it.

        11.2 CONTEST OF LIEN. If Tenant shall desire to contest any claim of
lien, it shall furnish Landlord adequate security in the amount of one and
one-half the amount of the claim plus estimated costs and interest, or a bond of
a responsible corporate surety in such amount as is prescribed by statute to
release the lien. If a final judgment establishing the validity or existence of
a lien for any amount is entered, Tenant shall pay and satisfy the same within
ten days following entry of such judgment. If Tenant shall be in Default in
paying any charge for which a mechanics' lien claim and suit to foreclose the
lien have been filed, and shall not have given Landlord security to protect the
Premises and Landlord against such claims of lien, then Landlord may, but shall
not be obligated to, pay the claim and any costs, and the amount so paid,



                                       13
<PAGE>

together with reasonable attorneys' fees incurred in connection therewith, shall
be immediately due and owing from Tenant to Landlord, and Tenant agrees to and
shall pay the same with interest. Tenant's failure to so reimburse Landlord
within ten days following Tenant's receipt of Landlord's written demand therefor
shall constitute a material breach this Lease.

                                   ARTICLE 12

                                      SIGNS

        12.1 LANDLORD'S APPROVAL. Tenant shall not erect or install any exterior
signs or window or door signs, or window or door lettering or placards, or any
other advertising media visible from the Common Areas or otherwise from the
exterior of the Premises (whether on or up to 24 inches behind the windows,
without Landlord's prior written consent in each instance. Tenant shall not
install any exterior decoration or painting, or build any fences, or install any
radio or television antennae, loud speakers, sound amplifiers or similar devices
on the roof or exterior walls of the Premises, or make any material changes to
the improvements within the Premises visible from any portion of the Common
Areas without Landlord's prior written consent in each instance. The consent of
Landlord required by this Section 12.1 shall not be unreasonably withheld or
delayed.

        12.2 SIGN CRITERIA. Tenant agrees and covenants to comply with all of
Landlord's sign criteria set forth in Exhibit F and all requirements of any
applicable governmental authorities.

                                   ARTICLE 13

                           RIGHTS RESERVED TO LANDLORD

        13.1 RIGHT OF ENTRY. Landlord reserves to itself and shall at any and
all times have the right to enter the Premises at reasonable times to inspect
the same, to display during the last 180 days of the Term, as extended, the
Premises to prospective purchasers or tenants, to post and maintain any notice
deemed necessary by Landlord for the protection of its interest (including,
without limitation, notices of nonresponsibility), to repair the Premises or any
other portion of the Center, and to install, use, maintain and replace
equipment, machinery, pipes, conduits and wiring throughout, beneath or above
the Premises which serve other parts of the Center, if any; all without being
deemed guilty of any eviction of Tenant and without abatement of rent; and
Landlord may, in order to carry out such purposes, erect scaffolding and other
necessary structures where reasonably required by the character of the work to
be performed and keep and store upon the Premises all tools, materials and
equipment necessary for such purposes, provided that the business of Tenant
shall be interfered with as little as is reasonably practicable. With respect to
the exercise of such rights and the carrying on of such activities by Landlord
or any agent, contractor or employee of Landlord, Tenant hereby waives any claim
for damages for any injury to property or persons or any injury or inconvenience
to or interference with Tenant's business for any loss of occupancy or quiet
enjoyment of the Premises, or for any other loss occasioned thereby, except to
the extent caused by the negligence



                                       14
<PAGE>

or willful misconduct of Landlord or its agents. Tenant hereby releases
Landlord, its agents, contractors and employees from any and all claims for such
damages or loss, except to the extent caused by such negligence or willful
misconduct of Landlord or its agents. Landlord shall have the right to use any
and all means which Landlord may deem proper to open doors to the Premises in an
emergency in order to obtain entry, and any entry to the Premises obtained by
Landlord by any of such means or otherwise shall not under any circumstances be
construed or deemed to be a forcible or unlawful entry into, or a detainer or an
eviction of Tenant from, the Premises or any portion thereof, and any damages
caused on account thereof shall be paid by Tenant, except that to the extent the
emergency was not the result of the negligence or willful misconduct of Tenant
or its agents, contractors or employees, and was covered by applicable
insurance, Landlord shall effect the repairs or pay such damages.

        13.2 ADDITIONAL RIGHTS OF LANDLORD. Landlord further reserves to itself
and shall at any and all times have the right:

           A. To change the street address of the Premises and/or the name or
street address of the Center, upon 30 days written notice to Tenant;

           B. To install and maintain signs in the Center at such locations as
Landlord shall deem advisable, other than within the Premises;

           C. To decorate, remodel, alter or otherwise repair the Premises for
reoccupancy during the last six months of the Term if, during or prior to such
time, Tenant has vacated the Premises, or at any time after Tenant abandons the
Premises;

           D. To grant to anyone the exclusive right to conduct any business or
render any service in the Center, provided such exclusive right shall not
operate to exclude Tenant from the use expressly permitted by this Lease; and

           E. To effect such other tenancies in the Center as Landlord in the
exercise of its sole business judgment shall determine to best promote the
interests of the Center.

                                   ARTICLE 14

                     ASSIGNMENT, SUBLETTING AND ENCUMBRANCES

        14.1 LANDLORD'S CONSENT REQUIRED. Tenant shall not voluntarily or by
operation of law assign, license, franchise, transfer, mortgage, hypothecate, or
otherwise encumber all or any part of Tenant's interest in this Lease or in the
Premises and shall not sublet, franchise, change ownership or license all or any
part of the Premises (collectively "Assign" or "Assignment"), without the prior
written consent of Landlord in each instance, which consent shall not be
unreasonably withheld or delayed. Any attempted Assignment without such consent
shall be void, shall confer no rights upon any third parties and shall, at the
sole and exclusive option of Landlord, terminate this Lease. Without in any way
limiting Landlord's right to refuse to give such consent for any other reason or
reasons, Landlord reserves the right to refuse to give such consent, and such
refusal shall be deemed to be reasonable, if in Landlord's sole but commercially
reasonable discretion and opinion the quality of the business operation
conducted on the Premises .or throughout any other portion of the Center is or
may be materially adversely affected during the Term by the proposed Assignment;
the financial worth of the proposed new tenant is not adequate in Landlord's
reasonable opinion to enable the new tenant to perform its



                                       15
<PAGE>

obligations under this Lease; or the credit rating and/or prior experience of
the proposed new tenant is inadequate; the intended use of the Premises by the
proposed new tenant is illegal, noxious or otherwise not consistent with
existing uses in the Center.

        14.2 TENANT'S APPLICATION FOR CONSENT TO ASSIGNMENT. In the event that
Tenant desires at any time to Assign this Lease, Tenant shall submit to
Landlord, at least 60 days prior to the proposed "effective date" of the
Assignment, in writing: (a) a notice of application to Assign, setting forth the
proposed effective date, which shall be no less than 60 nor more than 90 days
after the sending of such notice; (b) the name of the proposed subtenant or
assignee; (c) the nature of the proposed subtenant's or assignee's business to
be carried on in the Premises; (d) the terms and provisions of the proposed
Assignment; (e) a current financial statement of the proposed subtenant or
assignee; and (f) such other reasonable information as Landlord may request.

        14.3 FEES. In the event that Tenant shall request to Assign this Lease
or any interest therein, Tenant shall pay to Landlord a nonrefundable fee not to
exceed $300 for Landlord's time and processing efforts and for expenses incurred
by Landlord in connection with reviewing such transaction (including any
administrative expenses for Landlord's property manager). In addition to such
fee, Tenant shall pay to Landlord, in the event Landlord retains the services of
any attorney to review the transaction, all reasonable attorneys' fees incurred
by Landlord in connection therewith. Tenant shall pay such unreimbursable fee
and such attorneys' fees to Landlord within 15 days after written request
therefor.

        14.4 COLLECTION. Any rent payments or other sums received from Tenant or
any other person in connection with this Lease shall be conclusively presumed to
have been paid by Tenant or on Tenant's behalf. Landlord shall have no
obligation to accept any rent payments or other sum from any person other than
Tenant, unless (a) Landlord has been given prior written notice to the contrary
by Tenant; and (b) Landlord has consented to payment of such sums by such person
other than Tenant. If this Lease is Assigned, or if the Premises or any part
thereof is occupied by anyone other than Tenant, Landlord may (but shall not be
obligated to) collect rent from the assignee, subtenant or occupant and apply
the net amount collected to the rent herein reserved and retain any excess rent
so collected, but no such Assignment or collection shall be deemed a waiver of
Tenant's covenant set forth in the first sentence of Section 14.1, nor shall the
Assignment or collection be deemed an acceptance by Landlord of the assignee,
subtenant or occupant as tenant, or a release of Tenant from the further
performance by Tenant of covenants on the part of Tenant contained in this
Lease. No Assignment shall reduce or affect the continuing primary liability of
Tenant hereunder (which, following any Assignment, shall be joint and several
with the assignee), and Tenant shall not be released from performing any of the
terms, covenants or conditions of this Lease.

        14.5 WAIVER. Notwithstanding any Assignment or any indulgences, waivers
or extensions of time granted by Landlord to any assignee or any failure by
Landlord to take action against any assignee or subtenant, Tenant waives notice
of any Default of any assignee or subtenant and agrees that Landlord may, at its
option, proceed against Tenant without having taken action against or joined
such assignee or subtenant, except that (a) Tenant shall have the benefit of any
indulgences, waivers and extensions of time granted to any such assignee or
subtenant; and (b) concurrent with any notice of default given to an assignee or
subtenant,



                                       16
<PAGE>

Landlord shall transmit a copy of such notice to Tenant. The subsequent
acceptance of rent or other sums hereunder by Landlord shall not be deemed a
waiver of any preceding Default other than the failure of Tenant to pay the
particular rent or other sums or portion thereof so accepted, regardless of
Landlord's knowledge of such preceding Default at the time of acceptance of such
rent or other sum.

        14.6 ASSUMPTION OF OBLIGATIONS. Each assignee or transferee other than
Landlord shall assume all obligations of Tenant under this Lease and shall be
and remain liable jointly and severally with Tenant for the payment of rent and
for the due performance of all of the terms, covenants, conditions and
agreements to be performed by Tenant pursuant to this Lease during the Term of
this Lease. No Assignment shall be binding on Landlord unless such assignee or
Tenant shall deliver to Landlord an executed instrument in a form which contains
a covenant of assumption by the assignee, reasonably satisfactory in substance
and form to Landlord, consistent with the above requirements. The failure or
refusal of the assignee to execute such instrument of assumption shall not
release or discharge the assignee from its liability and shall provide Landlord
with an option to terminate the Assignment.

        14.7 IMPLIED ASSIGNMENT. If Tenant is a corporation which, under the
then current laws of the state where the Center is situated, is not deemed a
public corporation, or is an unincorporated association or partnership, the
transfer, assignment or hypothecation of any stock or interest in such
corporation, association or partnership in the aggregate in excess of 50% shall
be deemed an Assignment within the meaning of this Article 14.

        14.8 EXCEPTIONS. Notwithstanding any other provision of this Article 14,
Tenant shall have the right at any time during the term of this Lease to (a)
sublease up to 20% of the Premises to any party whose use and occupancy complies
in all respects with this Lease; or (b) to sublet any portion of the Premises,
or assign this Lease, to a corporation which wholly owns or is wholly owned by
Tenant or its guarantor, Autoclave, Inc., provided in either event that on or
before the effective date of such permitted subletting or assignment Tenant
shall give Landlord written notice thereof, and provided, further, that no such
subletting or assignment shall relieve Tenant of any of its obligations under
this Lease. For purposes of this Article 14, none of the following shall be
deemed an assignment of this Lease requiring the consent of Landlord: (i) a
transfer or assignment of less than 50% of the outstanding stock of Tenant; (ii)
a transfer or assignment of 50% or more of the outstanding stock of Tenant if
such transfer or assignment is the sale or offering of such stock pursuant to a
registration statement filed with the Securities and Exchange Commission under
the Securities Act of 1933; or (iii) a transfer resulting from the sale of
substantially all of the assets or outstanding stock of Tenant. For purposes of
this Lease, a "Permitted Assignee" shall be any party to whom Tenant has the
right, under this Section 14.9, to assign this Lease without Landlord's consent.

                                   ARTICLE 15

                         OPERATION OF TENANT'S BUSINESS

        15.1 TRASH AND RUBBISH REMOVAL. Tenant agrees that all trash and rubbish
of Tenant shall be deposited within appropriate receptacles and that there shall
be no trash receptacles permitted to remain outside the Premises, excepting such
trash receptacles as may be provided or



                                       17
<PAGE>


designated by Landlord. In the event Tenant fails to comply with Landlord's
trash and rubbish removal procedures set forth herein, Tenant shall be liable to
Landlord for all costs or damage to facilitate trash removal and maintenance of
a neat and clean Center.

        15.2 NUISANCE. Tenant may not display, store or sell merchandise or
allow carts, portable signs, devices or any other objects to be stored or to
remain outside of the Premises. Tenant shall not use, suffer or permit any
person or persons to use the Premises in any manner that will tend to create
waste or a nuisance or tend to disturb other tenants of the Center. Tenant shall
not place or authorize to have placed or affixed handbills or other advertising
materials on automobiles or buildings within the Center.

        15.3 NO REPRESENTATION BY LANDLORD. Tenant agrees that neither Landlord
nor any agent of Landlord has made any representation or warranty as to Tenant's
ability to conduct Tenant's business in the Premises or Center. Tenant further
agrees that no rights, easements or licenses are required by Tenant by
implication or otherwise, except as expressly set forth in the provisions of
this Lease. Prior to the delivery of possession of the Premises, Tenant will
inspect the Premises and the Center and become thoroughly acquainted with their
condition, and agrees to take the same "as is." Tenant acknowledges that its
taking of possession of the Premises shall be conclusive evidence that the
Premises and the Center were in good and satisfactory condition and in the
condition required by this Lease at the time such possession was so taken,
subject only to `Punch List" items as described in Exhibit C.

        15.4 RULES AND REGULATIONS. Tenant agrees that its use of the Premises
and the Common Areas of the Center shall at all times be subject to reasonable
and nondiscriminatory rules and regulations from time to time promulgated by
Landlord. The initial Rules and Regulations are set forth in Exhibit G. Landlord
shall have the right from time to time to promulgate amendments and additional
and new rules and regulations for the care, safety, maintenance and cleanliness
of the Premises and the Center, or for the preservation of good order, provided
the same are reasonable and nondiscriminatory and to enforce same against Tenant
and the other users of the Common Areas. Upon delivery of a copy of such
amendments and additional and new rules and regulations to Tenant, Tenant shall
comply with same. A material violation of any rules and regulations shall
constitute a Default by Tenant under this Lease. In the event of a conflict
between the rules and regulations and any of the provisions of this Lease, the
provisions of this Lease shall prevail.

                                   ARTICLE 16

                             REPAIRS AND MAINTENANCE

        16.1 TENANT'S OBLIGATIONS TO REPAIR AND MAINTAIN. During the Term, and
except as expressly provided to the contrary in this Section 16.1, Tenant shall,
at its cost, keep the Premises including, but not limited to, all improvements
installed by Tenant therein, in good order, condition and repair including, but
not limited to, the interior surfaces of exterior walls; all windows, doors,
door frames, and door closures; decorative wall signs and lighting equipment
within the Premises; all plate glass and storefronts; all carpeting and other
floor coverings; all electrical equipment; and all plumbing and sprinkler
systems, if any, installed therein; and shall, as necessary, or when required by
governmental authority, make modifications to or



                                       18
<PAGE>

replacements thereof. Except to the extent expressly provided in this Lease,
Landlord shall have no obligation to repair or maintain the Premises or
improvements installed therein. Landlord shall, at its cost, maintain the
foundations, roof and structural portions of the Premises. Maintenance of the
remainder of the exterior of the Premises, including, but not limited to, the
painting thereof, as well as maintenance of the Common Areas, shall be the
responsibility of Landlord, the cost of which shall be included in Common Area
expenses pursuant to Article 18 of this Lease. Tenant hereby waives the right to
make repairs at Landlord's expense under the provisions of any laws permitting
repairs by a tenant at the expense of the landlord to the extent allowed by law,
it being intended that Landlord and Tenant have by this Lease made specific
provision for such repairs and have defined their respective obligations
relating thereto.

        16.2 LANDLORD'S RIGHT TO MAKE REPAIRS. If Tenant refuses or neglects to
make repairs to and/or maintain the Premises or any part thereof in a manner
reasonably satisfactory to Landlord, Landlord shall have the right, but shall
not be obligated, following 15 days written notice to Tenant, to make such
repairs or perform such maintenance on behalf of and for the account of Tenant.
In such event, the cost of such work shall be paid by Tenant as additional rent
promptly upon demand, together with interest thereon.

        16.3 TENANT'S REPAIRS. Tenant shall repair any damage to any of the
improvements to or which are a part of the Premises caused by any act,
negligence or omission of Tenant and shall make any structural alterations or
improvements required by any governmental agency specifically in connection with
or by reason of (a) Tenant's use or occupancy of the Premises, or (b)
alterations installed in the Premises by Tenant. Landlord shall not be liable
for any latent or patent defects in, or related to, any repair work performed by
Tenant or others pursuant to this Section 16.3. Tenant shall not be liable for
any latent defects in the Premises which exists as of the commencement of the
Term.

        16.4 EMERGENCY REPAIRS. In the event of any life or property threatening
emergency, Tenant hereby grants to Landlord the immediate right to enter upon
the Premises without prior notice to Tenant and to cause such action to be taken
as Landlord determines necessary in its reasonable discretion.

        16.5 HEATING AND AIR CONDITIONING. Tenant shall keep in good order,
condition and repair all heating and air conditioning equipment for the
Premises. Tenant shall pay all costs and expenses whatsoever or at all with
respect to the repair, replacement and maintenance of all heating and air
conditioning equipment for the Premises.

                                   ARTICLE 17

                              DAMAGE OR DESTRUCTION

        17.1 RIGHTS OF PARTIES. In the event of the partial or total damage or
destruction of the Premises during the Term from any cause, Landlord shall
forthwith repair and reconstruct such improvements to substantially the same
condition which they were in immediately prior to such damage or destruction,
provided such repairs or reconstruction can be made under the then existing laws
and regulations, within nine months following the occurrence of such damage or
destruction, and provided that Landlord shall not be required to do so unless
insurance proceeds



                                       19
<PAGE>


are sufficient to cover the cost of such repairs or reconstruction. If such
repairs cannot be so made, or if Landlord elects not to do them because such
insurance proceeds are not reasonably sufficient, then this Lease may be
terminated, effective as of the date of destruction, at the option of Landlord
or Tenant by written notice given to the other party within 60 days after the
date of occurrence of such damage. If the improvements to the Premises are
damaged or destroyed, either totally or as to a material part, during the last
three years of the initial Term or during the last year of any Extended Term,
and if Landlord fails to give Tenant notice within 30 days following the
occurrence of the damage or destruction that Landlord intends to restore the
Premises within six months from the date of such notice, then either Landlord or
Tenant may, at its option, terminate this Lease as of the date of occurrence of
such damage by giving written notice to the other party of its election to do so
within 60 days after the date of occurrence of such damage. All insurance
proceeds attributable to the improvements shall be delivered to and retained by
Landlord and shall be used exclusively for the repair or replacement of the
property so insured, except that upon termination of this Lease following a
casualty as set forth herein, Tenant shall be entitled to the portion of such
proceeds attributable to Alterations and improvements installed by Tenant at
Tenant's expense to which Tenant is entitled pursuant to Section 9.2 of this
Lease. Notwithstanding the foregoing, if at the time of such damage or
destruction Tenant has an option to extend the Term, then if Tenant exercises
such option within 60 days after the date of occurrence of such damage Landlord
may not cancel or terminate this Lease. If such exercise by Tenant occurs,
reconstruction of the building shall commence immediately, except as set forth
above. Rent payable by Tenant shall be abated to the extent such damage or
destruction results in a material impairment of the ability of Tenant to conduct
its business and such abatement shall continue only so long as such material
impairment continues.

        17.2 NO TERMINATION OF LEASE. Except to the extent otherwise provided in
Section 17.1, such destruction shall in no way annul or void this Lease and
Minimum Monthly Rent and other charges due from Tenant hereunder shall continue
to be due and payable without deduction, offset or abatement. Tenant hereby
expressly waives the provisions of California Civil Code Sections 1941 and 1942
and specifically acknowledges that the provisions of this Article 17 are
intended to constitute the parties' express intent with regard to this Lease and
the Premises in the event of damage or destruction.

                                   ARTICLE 18

                            COMMON AREAS AND EXPENSES

        18.1 RIGHT TO USE. Landlord shall make available at all times during the
Term the automobile parking and other common areas of the Center ("Common
Areas"). Tenant shall have the nonexclusive right during the Term to use the
Common Areas for itself, its employees, agents, customers, invitees and
licensees.

        18.2 DEFINITION. The term "Common Areas" shall include all the portions
of the Center not designated on Exhibit B as either "Building Area" or
"Premises" and which have at the time in question been designated and improved
for common use by or for the benefit of more than one tenant or concessionaire
of the Center, including any of the following (the specific recitation of which
shall not be deemed to limit the definition of "Common Areas") the land and



                                       20
<PAGE>

facilities utilized as parking areas; access and perimeter roads; truck ramps;
landscaped areas; exterior walks, railroad tracks, if any; directory equipment;
washrooms, comfort rooms, drinking fountains, toilets and other public
facilities, if any; but excluding any portion thereof when designated by
Landlord for a noncommon use, provided that any portion of the Center which was
not included within Common Areas shall be so included when so designated and
improved for common use. Landlord shall not add additional Common Areas for
which costs are charged to Tenant without Tenant's consent.

        18.3 LANDLORD'S CONTROL. All Common Areas shall be subject to the
exclusive control and management of Landlord or such other persons or nominees
as Landlord may have delegated or assigned to exercise such management or
control, in whole or in part, in Landlord's place. Tenant acknowledges that
Landlord makes no representation or warranty whatsoever concerning the safety of
the Common Areas or the adequacy of any security system which is or may be
instituted for the Common Areas.

        18.4 NO SOLICITATION. In no event shall Tenant have the right to sell or
solicit in any manner in any of the Common Areas.

        18.5 RIGHT TO CLOSE. Landlord shall have the right to close, if
necessary, all or any portion of the Common Areas to such extent as may in the
opinion of Landlord or Landlord's counsel be legally necessary to prevent a
dedication thereof or the accrual of any rights of any person or of the public
therein; to close temporarily all or any portion of the Common Areas to
discourage use by unauthorized parties; to use portions of the Common Areas
while engaged in making additional improvements or repairs or alterations to the
Center; and to do and perform such other acts in, to and with respect to the
Common Areas as in the use of good business judgment Landlord shall determine to
be appropriate for the Center. Except as deemed necessary in Landlord's good
business judgment, as temporarily necessary for such purposes, such closing or
use by Landlord shall not (a) materially interfere with Tenant's ability to
operate from the Premises, (b) materially impair access to the Premises, or (c)
reduce parking available to Tenant or Tenant's employees or customers below the
requirements of the City of Yorba Linda.

        18.6 RIGHT TO ALTER. Landlord shall have the right to increase the size
of the Common Areas, including the expansion thereof to adjacent property; to
reduce the Common Areas; to rearrange the parking spaces and improvements on the
Common Areas; and to make such changes therein and thereto from time to time
which in its opinion are deemed to be desirable and for the best interests of
all persons using the Common Areas, provided that Landlord shall not change the
Center or the Common Areas to an extent that shall materially interfere with the
suitability of the Premises for Tenant's use as set forth in Section 1.1.
Landlord shall not make changes to the buildings in the Center or the Common
Areas adjacent to the Premises which shall, except temporarily during the
construction or installation of same, (a) materially interfere with Tenant's
ability to operate from the Premises, (b) materially impair access to the
Premises, or (c) reduce parking available to Tenant or Tenant's employees or
customers below the requirements of the City of Yorba Linda. Any such changes
shall be made in a manner consistent with first-class centers similar to the
Center and Landlord shall take reasonable steps to minimize the adverse impact
upon the Premises occasioned by such changes or additions.



                                       21
<PAGE>

        18.7 PARKING. Tenant and its employees and customers shall be entitled
to use a pro rata portion of the parking spaces available in the Center equal to
a fraction, the numerator of which is the number of square feet of floor area in
the Premises and the denominator of which is the number of square feet of floor
area in all of the buildings in the Center, with a fractional space of less than
1/2 to be disregarded and a fractional space of more than 1/2 to be regarded as
a whole space. As of the date of this Lease, the Center contains 462 total
parking spaces and the Premises contain 68.15% of the building floor area in the
Center, thus as of the date of this Lease Tenant is entitled to use 314 parking
spaces. Tenant shall also be entitled to use the same pro rata portion of the
"visitor" spaces located in the common entry between the two buildings in the
Center, or such alternate visitor spaces as may be reasonably designated by
Landlord. Landlord may, if in its reasonable opinion the same be advisable for
the benefit of the tenants in the Center, establish a system or systems of
validation or other type operation to control the parking areas, in which event
Tenant and its employees and customers shall not be charged for such parking,
but Landlord's costs of installing and operating such a system shall be included
in Common Area expenses. Tenant agrees to abide by and conform with the rules
and regulations established by Landlord; to cause its concessionaires, employees
and agents so to abide and conform; and to use its best efforts to cause its
customers, invitees and licensees to so abide and conform. Tenant hereby
authorizes Landlord to tow away from the Center any improperly parked automobile
or automobiles belonging to Tenant or Tenant's employees and/or to attach
violation stickers or notices to such automobiles. Any tow-away of any such
improperly parked car or cars shall be at Tenant's expense and Landlord shall
have no liability with respect to same.

        18.8 COMMON AREAS EXPENSES. During the Term, Landlord shall keep or
cause the Common Areas to be kept in a neat, clean and orderly condition,
lighted and landscaped, and shall repair any damage to the facilities thereof,
but all costs and expenses incurred by Landlord in connection therewith shall be
charged to the tenants of the Center and prorated in the manner hereinafter set
forth. The parties acknowledge and agree that the term "costs and expenses
incurred" shall mean all sums expended by Landlord for payment of all work
deemed necessary by Landlord for the operation, maintenance, replacement and
repair of the Common Areas, including the following (the specific recitation of
which shall not be deemed to limit the definition of such costs and expenses):
resurfacing, restriping, cleaning and sweeping the parking areas; painting,
janitorial services, maintenance, repair and replacement when necessary of
sidewalks, curbs, bumpers, all Center signs, planting and landscaping, and
lighting and other utilities; operation, maintenance and repair of any common
fire protection systems, automatic sprinkler systems and storm drainage systems;
personnel to implement such services, including the cost of security guards;
police and fire protection services; any Taxes and assessments imposed by
governmental agencies; costs of utility services; depreciation on maintenance
and operating machinery and equipment, if owned, and rent paid for such
machinery and equipment if rented; public liability and property damage
insurance on the Common Areas; worker's compensation insurance for personnel;
and an amount equal to ten percent of the aforementioned expenses for each
calendar year to Landlord for Landlord's administration and supervision of the
Common Areas. Landlord may cause any or all of such services to be provided by
an independent contractor or contractors.

        For purposes of this Section 18.8, the cost of "personnel to implement
services" shall mean the cost of personnel to supervise or conduct on-site
maintenance and repair services. If Landlord uses its own employees for such
services their compensation chargeable as Common



                                       22
<PAGE>

Area costs shall be limited to that which does not substantially exceed the
compensation payable for similar services in the area where the Center is
located. Off-site bookkeeping and administrative expenses of Landlord shall not
be included in Common Area expenses.

                                   ARTICLE 19

                           DEFAULT BY TENANT, REMEDIES

        19.1 EVENTS OF DEFAULT. The occurrence of any one or more of the
following events shall constitute a material Default and breach of this Lease by
Tenant ("Default"):

           A. Any failure by Tenant to pay the rent required hereunder or to
make any other payment required to be made by Tenant hereunder where such
failure continues for more than ten days after written notice thereof by
Landlord to Tenant.

           B. The abandonment of the Premises by Tenant.

           C. A failure by Tenant to observe or perform any other provision of
this Lease to be observed or performed by Tenant where such failure continues
for 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 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 within 60 days); 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 30 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 30 days.

        19.2 LANDLORD'S OPTION TO TERMINATE. In the event of any Default by
Tenant, then, in addition to any other remedies available to Landlord at law or
in equity, Landlord shall 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 so elect to 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 which would have been earned after termination until the time of award
exceeds the amount of such rent loss Tenant proves could have been reasonably
avoided; plus



                                       23
<PAGE>

           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 rent loss that Tenant proves could be reasonably avoided; plus

           D. Any other amount reasonably necessary to compensate Landlord for
all the detriment proximately caused by Tenant's failure to perform its
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 foregoing as may be permitted from time to time by applicable law.

        The term "rent" as used herein shall be deemed to include Minimum
Monthly Rent and all other sums required to be paid by Tenant pursuant to the
terms of this Lease. All such sums, other than Minimum Monthly Rent, shall be
computed on the basis of the average monthly amount thereof accruing during the
30 month period immediately preceding the Default, except that if it becomes
necessary to compute such sums before such a 30 month period has occurred, then
on the basis of the average monthly amount accruing during such shorter period.

        As used in Paragraphs A and B above, the "worth at the time of award" is
computed by allowing interest at the prime commercial rate being charged by Bank
of America N.T.&S.A., plus two percent per annum, but not to exceed the then
legal maximum rate of interest. As used in Paragraph 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
percent.

        19.3 LANDLORD'S RIGHT OF ENTRY. In the event of any such Default by
Tenant, Landlord shall also have the right, with or without terminating this
Lease, to re-enter the Premises and remove all persons and property therefrom by
summary proceedings or otherwise in accordance with California law. Such
property may be removed and stored in a public warehouse or elsewhere at the
cost of and for the account of Tenant.

        19.4 RIGHT TO RECOVER RENT OR RELET WITHOUT TERMINATION. In the event of
the abandonment of the Premises by Tenant, or in the event that Landlord shall
elect to re-enter as provided in Section 19.3, or shall take possession of the
Premises pursuant to legal proceeding or pursuant to any notice provided by law,
and if Landlord does not elect to terminate this Lease as provided in Section
19.2, then Landlord may from time to time, without terminating this Lease,
either recover all rent as it becomes due or relet the Premises or any part
thereof for the account of Tenant on terms and at such rent 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 rents received by Landlord- from such
reletting shall be applied first to the payment of any indebtedness, other than
rent due hereunder, owed by 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 rents received from such reletting during any month which
is applied to the payment of rent hereunder be less than the rent payable during
that month by Tenant hereunder,



                                       24
<PAGE>

then Tenant shall pay such deficiency to Landlord upon demand. 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 rent received from
such reletting.

        19.5 NO ELECTION TO TERMINATE WITHOUT WRITTEN NOTICE. No re-entry or
taking possession of the Premises by Landlord pursuant to this Article 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. Landlord may at any time after such reletting
elect to terminate this Lease for any such Default by Tenant.

                                   ARTICLE 20

                               DEFAULT BY LANDLORD

        Landlord shall not be in default hereunder unless Landlord fails to
perform the obligations required of Landlord within a reasonable time, but in no
event more than 30 days after written notice by Tenant to Landlord and,
following Landlord's failure to act within such 30 day period, to the holder of
any first mortgage or deed of trust covering the Premises whose name and address
shall have theretofore been furnished to Tenant in writing, specifying wherein
Landlord has failed to perform such obligation; provided, however, that if the
nature of Landlord's obligation is such that more than 30 days are required for
performance, then Landlord shall not be in default if Landlord commences
performance within such 30-day period and thereafter diligently prosecutes the
same to completion. In the case of a default by Landlord, prior to Tenant's
exercise of any remedy, the holder of any first mortgage or deed of trust
encumbering the Center, or any ground lessor of the Center, shall have the
right, but not the obligation, to cure such a default. In no event shall Tenant
have the right to terminate this Lease as a result of Landlord's default, and
Tenant's remedies shall be limited to an action at law for monetary damages.
Nothing herein contained shall be interpreted to mean that Tenant is excused
from paying rent due hereunder as a result of any default by Landlord.

                                   ARTICLE 21

                                 EMINENT DOMAIN

        21.1 DEFINITIONS. The term "Total Taking" means the taking of so much of
the Premises by right of eminent domain or other authority of law, including a
voluntary transfer under the threat of the exercise thereof, that the remainder
of the Premises is not reasonably suitable to conduct the business which Tenant
intends to conduct therein. The term "Partial Taking" means the taking of a
portion of the Premises which does not constitute a Total Taking as above
defined.

        21.2 TOTAL TAKING. If during the Term there shall be a Total Taking by
public authority under the power of eminent domain, then this Lease and the
leasehold estate of Tenant in and to the Premises shall cease and terminate as
of the date the condemning authority takes actual physical possession of the
Premises.



                                       25
<PAGE>

        21.3 PARTIAL TAKING. If during the Term there shall be a Partial Taking
of the Premises, this Lease, as to the portion of the Premises so taken, shall
terminate on the date on which the condemning authority takes actual physical
possession of such portion, but this Lease shall continue in full force and
effect as to the remainder of the Premises. Minimum Monthly Rent and other
charges hereunder payable by Tenant for the balance of the Term shall be
equitably abated based on the square footage of the portion of the Premises so
taken, and Tenant shall make all necessary exterior and structural repairs or
alterations in order to make the remaining portion of the improvements to the
Premises a complete architectural unit.

        21.4 LANDLORD'S ELECTION TO TERMINATE. Notwithstanding any contrary
provision of this Article 21, in the event there shall be a Total or Partial
Taking of the Premises during the last three years of the initial Term or during
the last year of any Extended Term, Landlord may, at Landlord's option, cancel
and terminate this Lease as of the date of occurrence of such Taking by giving
written notice to Tenant of Landlord's election to do so within 30 days after
the date of occurrence of such taking. Thereupon, condemnation proceeds shall be
distributed in the same manner as prescribed in Section 21.5. Notwithstanding
the foregoing, if at the time of such Taking Tenant has an option to extend the
Term, then if Tenant exercises such option (but no more than one option at a
time) within 60 days after the date of occurrence of such Taking, Landlord may
not cancel or terminate this Lease. If such exercise by Tenant occurs, then
Tenant's reconstruction or repair of the improvements to the Premises, if
legally permissible, shall commence forthwith, except as provided above, and
Tenant may then receive the award attributable to the improvements only to the
extent necessary to accomplish this reconstruction or repair of the improvements
to the Premises. Any excess over and above the amount necessary to accomplish
the reconstruction or repair of the improvements to the Premises shall be
distributed in the same manner as prescribed in Section 21.5. In the event there
shall be a Partial Taking of such portion of the Premises that the remainder of
the Premises, after restoration and repair, if any, shall be reasonably unusable
by Tenant, then Landlord or Tenant may elect to terminate this Lease by giving
notice to the other of such termination within 60 days after the occurrence of
such Taking, in which event all condemnation proceeds shall be distributed in
the same manner as prescribed in Section 21.5.

        21.5 COMPENSATION AWARDED TO LANDLORD. Except as provided in the events
stated in Section 21.4, all compensation and damages awarded for a taking under
the power of eminent domain, whether for the whole or a part of the Premises,
shall belong to and be the property of Landlord, whether such damages shall be
awarded as compensation for diminution in value of the leasehold or for the fee
of the Premises; provided, however, that nothing herein contained shall prevent
Tenant from making claim against the condemning authority for loss of or damage
to, or the cost of moving of, Tenant's trade fixtures and removable personal
property, and any other moving and relocation expenses of Tenant. Tenant shall
not be entitled to any award for the value of any unexpired Term of this Lease.

        21.6 EFFECT OF TERMINATION. If this Lease is terminated pursuant to the
provisions of this Article 21, then all rents and other charges payable by
Tenant to Landlord hereunder shall be paid up to the date on which possession
shall be taken by the condemning authority and any rent and other charges
theretofore paid by Tenant which are applicable to any period subsequent to the
date possession is taken, shall be repaid to Tenant by Landlord, and the parties
shall thereupon be released from all further liability hereunder.



                                       26
<PAGE>

                                   ARTICLE 22

                            SUBORDINATION, ATTORNMENT

        22.1 SUBORDINATION AND ATTORNMENT. Tenant covenants and agrees that it
will execute without further consideration any and all instruments desired by
Landlord or Landlord's mortgagee or ground lessor subordinating this Lease in
the manner requested by Landlord to all ground or underlying leases and to the
lien of any mortgage and/or any deed of trust or other encumbrance which may now
or hereafter affect the Premises and/or the Center or any portion thereof,
together with all renewals, modifications, consolidations, replacements or
extensions thereof; provided that any lienor or encumbrancer relying on such
subordination or such additional agreements will covenant with Tenant that this
Lease shall remain in full force and effect and Tenant shall not be disturbed in
the event of sale, foreclosure or other actions so long as Tenant is not in
Default hereunder. Tenant agrees to attorn to the successor-in-interest of
Landlord following any transfer of such interest either voluntarily or by
operation of law and to recognize such successor as Landlord under this Lease.
However, if Landlord or any such ground lessor or mortgagee so elects, this
Lease shall be deemed prior in lien to any ground lease, mortgage, deed of trust
or other encumbrance upon or including the Premises regardless of date of
recording, and Tenant will execute a statement in writing to such effect at
Landlord's request.

        22.2 ASSIGNMENT. Notwithstanding the provisions of Section 22.1, in the
event that any mortgagee or its respective successor in title shall succeed to
the interest of Landlord hereunder, the liability of such mortgagee or successor
shall exist only so long as it is the owner of the Premises or any interest
therein, or is the tenant under any ground or underlying lease referred to in
Section 22.1. No rent or any other charge shall be paid more than ten days prior
to the due date thereof and payments made in violation of this provision shall
(except to the extent that such payments are actually received by a mortgagee)
be a nullity as against any mortgage and Tenant shall be liable for the amount
of such payments to such mortgagee.

        22.3 CONDITIONS FOR TENANT'S TERMINATION. No act or failure to act on
the part of Landlord which would entitle Tenant under the terms of this Lease,
if any, or by law to be relieved of Tenant's obligations hereunder or to
terminate this Lease shall result in a release or termination of such
obligations or a termination of this Lease unless (a) Tenant shall have first
given written notice of Landlord's act or failure to act to Landlord's
mortgagees of record, if any, specifying the act or failure to act on the part
of Landlord which could or would give basis to Tenant's rights; and (b) such
mortgagees, after receipt of such notice, have failed or refused to correct or
cure the condition complained of within a 60 day period thereafter; but nothing
contained in this Section 22.3 shall be deemed to impose any obligation on any
such mortgagee to correct or cure any such condition.

                                   ARTICLE 23

                 SALE OF PREMISES, MORTGAGE OF LEASEHOLD ESTATE

        23.1 SALE BY LANDLORD. Notwithstanding anything contained herein to the
contrary, Landlord may assign, in whole or in part, Landlord's interest in this
Lease and may sell all or



                                       27
<PAGE>

part of the Center. In the event of any sale or exchange of the Premises by
Landlord and/or an assignment by Landlord of this Lease, Landlord shall be and
is hereby entirely freed and relieved of all liability under any and all of its
covenants and obligations contained in or derived from this Lease arising out of
any act, occurrence or omission relating to the Premises or to this Lease
occurring after the consummation of such sale, exchange or assignment.

        23.2 SUBORDINATION. Landlord shall have the right to cause its interest
as landlord under this Lease to be and become and remain subject and subordinate
to any mortgages or deeds of trust which may hereafter be executed covering the
Center or the Premises, the real property thereunder or any portion thereof for
the full amount of all advances made or to be made thereunder and without regard
to the time or character of such advance, together with interest thereon, and
subject to all the terms and provisions thereof, provided that Landlord or the
holder of the security interest will recognize Tenant's rights under this Lease
as set forth in Section 22.1. Within ten days after Landlord's written request
therefor, Tenant shall execute, acknowledge and deliver any and all documents or
instruments requested by Landlord or necessary or proper to assure the
subordination of this Lease to any such mortgages or deeds of trust.

        23.3 STATEMENT OF TENANT. Within 15 days after request by Landlord,
Tenant shall execute and deliver to Landlord an estoppel statement in the form
of Exhibit E or in such other form as Landlord may reasonably request, or as a
prospective purchaser or encumbrancer of the Premises or Center may reasonably
request, with such modifications by Tenant to the information provided therein
as may be necessary to make such statement true, complete and accurate. Any such
statement may be conclusively relied upon by any prospective purchaser or
encumbrancer of the Premises or of all or any portion of the Center. If Tenant
fails to deliver such statement within such 15 day period, Landlord may give
Tenant an additional notice of failure to deliver such statement. If Tenant
fails to deliver such statement within ten days following Landlord's additional
notice, such failure shall constitute an irrevocable, binding agreement of
Tenant (i) that this Lease is in full force and effect without modification,
except as may be represented by Landlord in such statement as presented to
Tenant; (ii) that there are no uncured defaults in Landlord's performance
hereunder; (iii) that not more than one monthly installment of Minimum Monthly
Rent has been paid in advance; and (iv) that any terms or conditions of such
statement as may be required by a prospective purchaser or encumbrancer of the
Premises are satisfied and agreed to by the parties. Further, such failure to
deliver the requested statement (showing any exceptions to any of the statements
of fact required thereby) shall constitute a material breach of this Lease.
Within 30 days following request by Tenant, Landlord shall execute and deliver
to Tenant a similar estoppel statement.

                                   ARTICLE 24

                  WAIVER OF REDEMPTION BY TENANT, HOLDING OVER

        24.1 WAIVER. Tenant hereby waives, for Tenant and for all those claiming
under Tenant, all right now or hereafter existing to redeem by order or judgment
of any court or by any legal process or writ, Tenant's right of occupancy of the
Premises after any termination of this Lease.



                                       28
<PAGE>

        24.2 HOLDING OVER. If Tenant holds over after the expiration of the Term
without the express written consent of Landlord, Tenant shall become a tenant at
sufferance only, at a rent equal to two hundred percent (200%) of the Minimum
Monthly Rent in effect upon the date of such expiration (subject to adjustment
as provided in Article 4), and otherwise subject to the terms, covenants and
conditions herein specified, so far as applicable. Acceptance by Landlord of
Minimum Monthly Rent after such expiration shall not constitute Landlord's
consent to Tenant's holdover, or result in an automatic renewal of this Lease,
or a tenancy from month-to-month, or otherwise. The foregoing provisions of this
Section 24.2 are in addition to and do not affect Landlord's right of re-entry
or any rights of Landlord hereunder or as otherwise provided by law.

        24.3 INDEMNIFICATION. If Tenant fails to surrender the Premises upon the
expiration of this Lease despite demand to do so by Landlord, Tenant shall
indemnify, defend and hold Landlord harmless against and from all actions,
damages, loss or liability including, without limitation, any claim made by any
succeeding tenant founded on or resulting from any such failure to surrender
possession of the Premises.

                                   ARTICLE 25

                                     NOTICES

        Whenever under this Lease a provision is made for any demand, notice or
declaration of any kind or where it is deemed desirable or necessary by either
party to give or serve any such notice, demand or declaration to the other, it
shall be in writing and either served personally or sent by registered or
certified mail, return receipt requested, with postage prepaid, addressed to
Tenant or Landlord, as the case may be, at the notice address specified for each
in Section 1.1. Either party may by like notice at any time and from time to
time designate a different address or addresses to which notices shall be sent.
Notices shall be effective when personally delivered or three days after being
deposited in the U.S. Mail as above specified.

                                   ARTICLE 26

                              SURRENDER OF PREMISES

        26.1 TENANT'S OBLIGATIONS. At the expiration or earlier termination of
this Lease, Tenant shall not be required to remove (a) improvements installed by
Landlord at the commencement of the Lease; or (b) Alterations which are not
required to be removed pursuant to the terms of Section 10.1 of this Lease.
Landlord may, at Landlord's election, demand the removal from the Premises of
any or all other equipment, fixtures and improvements prior to the expiration of
the Term. Tenant shall surrender to Landlord the Premises broom-clean and in
good order, repair and condition (except for ordinary wear and tear). Tenant
shall remove all personal property and trade fixtures prior to the expiration of
the Term, including any signs, notices and displays placed by Tenant. Tenant
shall perform all necessary restoration, at its expense, including, without
limitation, restoration made necessary by the removal of Tenant's personal
property or trade fixtures (or of any Alterations or Utility Installations
required to be removed by Tenant pursuant to the provisions of Article 10),
prior to the expiration or earlier termination of this Lease.



                                       29
<PAGE>

        26.2 LANDLORD'S ELECTION. Landlord may elect to retain or dispose of, in
any manner, any Alterations, leasehold improvements, Utility Installations,
trade fixtures or personal property that Tenant does not remove from the
Premises upon the expiration or earlier termination of the Term as allowed or
required by this Lease. Title to any Alterations, improvements, Utility
Installations, trade fixtures or personal property that Landlord elects to
retain or dispose of upon expiration of the Term shall automatically vest in
Landlord. Tenant waives all claims against Landlord for any damage to Tenant
resulting from Landlord's retention or disposition of any Alterations,
improvements, Utility Installations, trade fixtures or personal property. Tenant
shall be liable to Landlord for Landlord's costs for storing, removing and
disposing of any Alterations, improvements, Utility Installations, trade
fixtures or personal property which Tenant is required to remove from the
Premises, and shall indemnify and hold Landlord harmless from the claim of any
third party to an interest in such Alterations, improvements, Utility
Installations, trade fixtures or personal property.

                                   ARTICLE 27

                                SECURITY DEPOSIT

        Upon its execution of this Lease, Tenant will deposit with Landlord the
sum set forth in Section 1.1 as security for the full and faithful performance
of every provision of this Lease to be performed by Tenant ("Security Deposit").
If Tenant Defaults with respect to any provision of this Lease including, but
not limited to, the provisions relating to the payment of rent or other charges,
Landlord may use, apply or retain all or any part of the Security Deposit for
the payment of any rent or other charge in Default, or for the payment of any
other amount which Landlord may spend or become obligated to spend by reason of
Tenant's Default, or to compensate Landlord for any other loss or damage which
Landlord may suffer by reason of Tenant's Default. If any portion of the
Security Deposit is so used or applied, Tenant shall, within ten days after
written demand therefor, deposit cash with Landlord in an amount sufficient to
restore the Security Deposit to the full amount originally deposited with
Landlord, and Tenant's failure to do so shall be a material breach of this
Lease. If Tenant shall fully and faithfully perform every provision of this
Lease to be performed by it, the Security Deposit or so much thereof as has not
theretofore been applied by Landlord, shall be returned, without payment of
interest or other increment for its use, to Tenant (or, at Landlord's option, to
the last assignee of Tenant's interest hereunder) at the expiration of the Term.
The making by Tenant of the Security Deposit, or the application thereof by
Landlord in the manner originally deposited with Landlord, shall not constitute
nor be construed as a limitation upon the exercise by Landlord of any other
rights or remedies provided to Landlord under the terns of this Lease in the
event of Tenant's Default. In the event Landlord sells the Center, then Landlord
may assign the Security Deposit to the purchaser of Landlord's interest in the
Premises without liability to Tenant. No trust relationship is created in this
Lease between Landlord and Tenant with respect to the Security Deposit. Upon
Tenant's written request, the Security Deposit shall be invested in a joint
interest bearing account at The Bank of California or any other recognized
financial institution selected by Landlord which is reasonably acceptable to
Tenant. At Tenant's request it shall be held in a pass book account or such
other form as will allow Landlord to draw all or any portion of the principal
thereof from time to time or at any time in accordance with this Article. As
long as Tenant is not in Default under this Lease, Tenant shall be entitled to
receive, directly, any interest earned on the Security Deposit, but only
Landlord and not Tenant shall be entitled to



                                       30
<PAGE>

withdraw principal. Any interest accruing during any period in which there
exists an outstanding and uncured default of Tenant, as evidenced by a statement
of such Default delivered to such financial institution by Landlord, and on
which such financial institution shall be entitled to rely without further
inquiry, shall be added to the principal amount of such Security Deposit. At the
expiration of the fifth year of the Term if Tenant has not been in material
Default under this Lease since the commencement of the Term the Security Deposit
shall be returned to Tenant.

                                   ARTICLE 28

                         TITLE OF LANDLORD; RESTRICTIONS

        28.1 TITLE. Landlord covenants that, as of the Effective Date, to the
best of its knowledge there are no material liens upon its estate other than (a)
the effect of covenants, conditions, restrictions, easements, mortgages or deeds
of trust, ground leases, rights of way and any other matters or documents of
record; (b) the effect of any zoning laws of the city, county and state where
the Center is situated; (c) general and special taxes not delinquent; and (d)
any other matter affecting title listed in this Article 28. Tenant agrees that
(i) as to its leasehold estate, it, and all persons in possession or holding
under it, will conform to and will not violate such matters of record; and (ii)
this Lease is and shall be subordinate to matters of record.

        28.2 MASTER LEASE. Tenant acknowledges that Landlord is the tenant under
a master lease ("Master Lease") for the entire Center and that this Lease is, in
fact, a sublease which is subject to the Landlord's continued performance under
the Master Lease. Landlord covenants to exercise reasonable diligence to satisfy
all of its obligations under the Master Lease which affect the rights of Tenant
under this Lease during the term of this Lease.

        28.3 RESTRICTIONS. This Lease is made subject to all matters of record
including, but not limited to, that certain Declaration of Covenants, Conditions
and Restrictions dated November 15, 1983, and recorded December 6, 1983, as
Instrument No. 83-554937 in the Official Records of Orange County, California
("CC&R'S"), now or hereafter existing, as such documents have been heretofore or
may hereafter be supplemented, implemented, modified or amended, it being
understood that none of the aforementioned documents shall prevent Tenant from
using the Premises for the purpose set forth in Section 1.1. Tenant agrees that,
as to its leasehold estate, Tenant and all other persons in possession or
holding under it, will conform to and not contravene the provisions of such
documents and, within ten days after request therefor, shall execute and return
to Landlord such documents in recordable form as Landlord shall reasonably
request subordinating this Lease to the CC&R'S. Landlord shall provide Tenant
with a copy of the CC&R'S. Landlord represents that to the best of its knowledge
all requirements for approval or consent contained in the CC&R'S for the
construction of the existing improvements in the Center have been obtained.

        28.4 ASSESSMENT BONDS. The Premises are subject to certain assessment
bonds for City of Yorba Linda Assessment District 83-1 for off-site facilities
relating to the Center.

        28.5 TITLE REPORT. Tenant acknowledges receipt of a preliminary title
report ("Title Report") issued by Chicago Title Company dated August 20, 1990,
under its Order No. 617215-11, together with copies of all of the exceptions
referred to in Schedule B of the Title Report.


                                       31
<PAGE>
Landlord represents to Tenant that it does not know of any other title matter of
record affecting the Premises other than those set forth in either or both of
this Lease and the Title Report.

                                   ARTICLE 29

                                  MISCELLANEOUS

        29.1 CAPTIONS AND TERMS. The captions of Articles and Sections of this
Lease are for convenience only and do not in any way limit or amplify the terms
or provisions of this Lease. Except as otherwise specifically stated in this
Lease, the "Term" shall include the original term and any extension, renewal or
holdover thereof. If more than one person or corporation is named as Landlord or
Tenant in this Lease and executes the same as such, the words "Landlord" or
"Tenant," wherever used in this Lease, are intended to refer to all such persons
or corporations, and the liability of such persons or corporations for
compliance with the performance of all the terms, covenants and provisions of
this Lease shall be joint and several. The masculine pronoun used herein shall
include the feminine or the neuter as the case may be, and the use of the
singular shall include the plural, as the context may require.

        29.2 OBLIGATIONS OF SUCCESSORS. Each of the provisions of this Lease
shall be binding upon and inure to the benefit of the parties hereto and, except
as otherwise specifically provided in this Lease, their respective heirs,
executors, administrators, successors and assigns, subject, however, to all
agreements, covenants and restrictions contained elsewhere in this Lease with
respect to the assignment, transfer, encumbrance or subletting of all or any
part of Tenant's interest in this Lease or the Premises.

        29.3 SEVERABILITY. It is agreed that if any provision of this Lease
shall be determined to be void by a court of competent jurisdiction, then such
determination shall not affect any other provision of this Lease and all such
other provisions shall remain in full force and effect.

        29.4 WARRANTY OF CORPORATE AUTHORITY. The persons executing this Lease
on behalf of each party to this Lease hereby covenant and warrant that such
party is a duly-formed corporation and all steps have been taken prior to the
date hereof to qualify such party to do business in the State of California;
that all franchise and corporate taxes have been paid to date; and that all
forms, reports, fees and other documents necessary to comply with applicable
laws have been and will be filed when due, that such party has the full power
and authority to enter into this Lease and that its execution and delivery of
this Lease has been duly authorized by its By Laws or a duly adopted resolution
of its Board of Directors.

        29.5 ENTIRE AGREEMENT. It is understood and acknowledged that there are
no oral agreements between the parties hereto affecting this Lease, and this
Lease entirely supersedes and cancels any and all previous negotiations,
arrangements, brochures, agreements and understandings, if any, between the
parties hereto or displayed by Landlord to Tenant with respect to the subject
matter hereof, and none thereof shall be used to interpret or construe this
Lease. This Lease contains all of the terms, covenants, conditions, warranties
and agreements of the parties relating in any manner to the rent, use and
occupancy of the Premises and shall be considered to be the only agreement
between the parties hereto and their representatives and agents. None of the
terms, covenants, conditions or provisions of this Lease may be modified,



                                       32
<PAGE>

deleted or added to except by an amendment in writing and signed by the parties
hereto. All negotiations and oral agreements acceptable to both parties have
been merged into and are included herein. There are no other representations or
warranties between the parties, and all reliance with respect to representations
is totally upon the representations and agreements contained in this Lease.

        29.6 RIGHT TO LEASE. Landlord reserves the absolute right to effect such
other tenancies in the Center as Landlord in the exercise of its sole business
judgment shall determine. Tenant does not rely on the fact, nor does Landlord
represent, that any specific tenant or type or number of tenants shall, during
the Term, occupy any space in the Center.

        29.7 GOVERNING LAW. The laws of the State of California shall govern the
validity, construction, performance and enforcement of this Lease. Should either
party institute legal action to enforce any obligation contained herein, it is
agreed that the proper venue of such suit or action shall be the county and
judicial district in which the Center is located. Although the printed
provisions of this Lease were drawn by Landlord, this Lease shall not be
construed either for or against Landlord or Tenant but shall be interpreted in
accordance with the general tenor of its language.

        29.8 FORCE MAJEURE. Any prevention, delay or stoppage due to strikes,
lockouts, labor disputes, acts of God, inability to obtain labor or materials or
reasonable substitutes therefor, governmental actions, civil commotions, fire or
other casualty, and other non-financial causes beyond the reasonable control of
the party obligated to perform, shall excuse the performance of such party for a
period equal to any such prevention, delay or stoppage. Notwithstanding the
foregoing, once the Term has commenced pursuant to Section 3.1 of this Lease, no
such prevention, delay or stoppage shall excuse or delay the obligations, once
accrued, imposed with regard to rent and other charges to be paid by Tenant
pursuant to this Lease.

        29.9 CUMULATIVE RIGHTS. The various rights, options, elections, powers
and remedies contained in this Lease shall be construed as cumulative, and no
one remedy shall be exclusive of any other remedy or of any other legal or
equitable remedy which either party might otherwise have in the event of breach
or default in the terms hereof, and the exercise of one right or remedy by such
party shall not impair its right to any other right or remedy until all
obligations imposed upon the other party have been fully performed.

        29.10 TIME. Time is of the essence with respect to the performance of
each of the covenants and agreements contained in this Lease.

        29.11 RELATIONSHIP OF PARTIES. Nothing contained in this Lease shall be
deemed or construed by the parties hereto or by any third person to create the
relationship of principal and agent or of partnership or of joint venture or of
any association between Landlord and Tenant, and neither the method of
computation of rent nor any other provision contained in this Lease nor any acts
of the parties hereto shall be deemed to create any relationship between
Landlord and Tenant other than the relationship of landlord and tenant.

        29.12 LATE CHARGES. TENANT HEREBY ACKNOWLEDGES THAT LATE PAYMENT BY
TENANT TO LANDLORD OF RENT OR OTHER SUMS DUE HEREUNDER WILL CAUSE LANDLORD TO
INCUR COSTS NOT



                                       33
<PAGE>

CONTEMPLATED BY THIS LEASE, THE EXACT AMOUNT OF WHICH IS EXTREMELY DIFFICULT TO
ASCERTAIN. SUCH COSTS INCLUDE, BUT ARE NOT LIMITED TO, PROCESSING AND ACCOUNTING
CHARGES AND LATE CHARGES WHICH MAY BE IMPOSED UPON LANDLORD BY THE TERMS OF ANY
MORTGAGE, DEED OF TRUST OR GROUND LEASE COVERING THE PREMISES OR THE CENTER.
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 DAYS AFTER WRITTEN
NOTICE FROM LANDLORD THAT IT IS DUE AND UNPAID, THEN TENANT SHALL PAY TO
LANDLORD A LATE CHARGE EQUAL TO $250.00 OR TEN PERCENT OF THE AMOUNT DUE,
WHICHEVER IS HIGHER, PROVIDED THAT SUCH AMOUNT WILL NOT EXCEED THE MAXIMUM RATE
PERMITTED BY LAW, PLUS ANY ATTORNEYS' FEES INCURRED BY LANDLORD BY REASON OF
TENANT'S FAILURE TO PAY RENT AND/OR OTHER CHARGES WHEN DUE HEREUNDER. THE
PARTIES HEREBY AGREE THAT SUCH LATE CHARGE REPRESENTS A FAIR AND REASONABLE
ESTIMATE OF THE COSTS THAT LANDLORD WILL INCUR BY REASON OF THE 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 OR REMEDIES GRANTED HEREUNDER.
TENANT HEREBY AGREES THAT IF TENANT IS SUBJECT TO A LATE CHARGE FOR THREE
CONSECUTIVE MONTHS, MINIMUM MONTHLY RENT FOR THE FOLLOWING 24 MONTHS SHALL
AUTOMATICALLY BE ADJUSTED TO BE PAYABLE QUARTERLY, IN ADVANCE, COMMENCING UPON
THE FIRST DAY OF THE MONTH FOLLOWING SUCH CONSECUTIVE LATE MONTH.


/s/ JWK                                        /s/ JB         /s/ MD
------------------------------                 --------------------------------
LANDLORD                                       TENANT


        29.13 INTEREST. Tenant shall pay to Landlord when due all sums of money
required to be paid pursuant to this Lease. If such amounts or charges are not
paid at the time provided in this Lease, they shall nevertheless be collectible
with the next installment of Minimum Monthly Rent thereafter falling due, but
nothing herein contained shall be deemed to suspend or delay the payment of any
amount of money or charge at the time the same becomes due and payable
hereunder, or limit any other remedy of Landlord. If Tenant shall fail to pay,
when the same is due and payable, any rent or other charge, such unpaid amounts
shall bear interest from the date due to the date of payment, to the extent
enforceable by law, at the rate not exceeding the higher of (a) ten percent per
annum, or (b) five percent per annum plus the rate prevailing on the 25th day of
the month preceding the date of execution of this Lease established by the
Federal Reserve Bank of San Francisco on advances to member banks under Section
13 or 13(a) of the Federal Reserve Act. The payment of any such interest shall
not excuse or cure any Default by Tenant under this Lease.

        29.14 REAL ESTATE BROKERS. Except as specifically set forth in Section
1.1, Landlord and Tenant represent and warrant that there are no claims for
brokerage commissions or finder's fees in connection with the execution of this
Lease, and each party agrees to indemnify and hold harmless the other party
against and from all liability arising from any such claim incurred by the
indemnifying party including, without limitation, the cost of attorneys' fees
and court costs in connection therewith.



                                       34
<PAGE>

        29.15 FINANCIAL STATEMENTS. At any time during the Term Tenant shall,
upon ten days prior written notice from Landlord, provide Landlord or any
institutional lender which is negotiating with Landlord for interim,
construction or permanent financing with a confidential current financial
statement and financial statements for each of the two years prior to the then
current fiscal statement year. Such statements shall be prepared in accordance
with generally accepted accounting principles and shall be audited and certified
by an independent certified public accountant. For purposes of this Section
29.15, a financial statement shall be deemed current if it is the most recent
financial statement which has been so prepared and is dated within one year
prior to receipt by Tenant of Landlord's request for it. The foregoing
requirement shall not apply as long as this Lease is guaranteed by Autoclave,
and Autoclave is a public company which is not insolvent or subject to a
voluntary or involuntary proceeding under the Bankruptcy Act.

        29.16 NO OFFER TO LEASE. The submission of this document for examination
and negotiation does not constitute an offer to lease, or a reservation of, or
option for, occupancy of the Premises. This document shall become effective and
binding only upon execution and delivery hereof by Tenant and by Landlord (or,
when duly authorized, by Landlord's agent or employee). No act or omission of
any agent of Landlord or Landlord's broker, if any, shall alter, change or
modify any of the provisions hereof.

        29.17 EXCULPATION. The obligations of Landlord under this Lease do not
constitute personal obligations of the individual shareholders of the
corporation or the individual general partners of the partnership which is
Landlord, and Tenant shall look solely to the real estate that is the subject of
this Lease and to no other assets of Landlord for satisfaction of any liability
in respect of this Lease and will not seek recourse against the individual
shareholders of the corporation or the individual general partners of the
partnership which is Landlord herein, nor against any of their personal assets,
for such satisfaction.

        29.18 HAZARDOUS MATERIALS. Tenant covenants as follows:

           A. At all times and in all respects, Tenant shall comply with all
federal, state and local laws, ordinances and regulations including, but not
limited to, the Federal Water Pollution Control Act (33 U.S.C. Section 1201 et
seq.), Resource Conservation & Recovery Act (42 U.S.C. Section 16901 et seq.),
Safe Drinking Water Act (42 U.S.C. Section 3000(f) et seq.), Toxic Substances
Control Act (15 U.S.C. Section 2601 et se Q.), the Clean Air Act (42 U.S.C.
Section 12401 et seq.), Comprehensive Environmental Response, Compensation and
Liability Act (42 U.S.C. Section 9601 et seq.), California Health & Safety Code
(Section 20100 et seq. and 39000 et seq.), California Water Code (Section 13000
et seq.) and other comparable state laws (all of the foregoing being
collectively referred to as "Hazardous Materials Law"), relating to industrial
hygiene, environmental protection or the use, analysis, generation, manufacture,
storage, disposal or transportation of any oil, flammable explosives, asbestos,
urea formaldehyde, radioactive materials or waste, or other hazardous, toxic,
contaminated or polluting materials, substances or wastes, including, without
limitation, any "hazardous substances," "hazardous wastes," "hazardous
materials," or "toxic substances" under any such laws, ordinances or regulations
(collectively "Hazardous Materials").



                                       35
<PAGE>

           B. At Tenant's own expense, Tenant shall procure, maintain in effect
and comply with all conditions of any and all permits, licenses, and other
governmental and regulatory approvals required for the use of the Premises
including, without limitation, discharge of (appropriately treated) materials or
wastes into or through any sanitary sewer serving the Center or the Premises.
Except as discharged into the sanitary sewer in strict accordance and conformity
with all applicable Hazardous Materials Laws, Tenant shall not cause any and all
Hazardous Materials removed from the Center to be removed and transported,
except solely by duly licensed haulers to duly licensed facilities for final
disposal of such materials and wastes. Tenant shall in all respects handle,
treat, deal with and manage any and all Hazardous Materials in, on, under or
about the Center in total conformity with all applicable Hazardous Materials
Laws and prudent industry practices regarding management of such Hazardous
Materials. Upon transfer of possession of the Premises, such transferor shall
cause all Hazardous Materials to be removed from the Premises, transferred and
transported for use, storage or disposal in accordance with and compliance with
all applicable Hazardous Materials Laws.

           C. Tenant shall immediately notify Landlord in writing of (i) any
enforcement, cleanup, removal or other governmental or regulatory action
instituted, completed or threatened pursuant to any Hazardous Materials Laws;
(ii) any claim made or threatened by any person against Tenant, the Premises or
any building relating to damage, contribution, cost recovery compensation, loss
or injury resulting from or claimed to result from any Hazardous Materials, if
such claim is made or threatened orally or in writing by any governmental
agency, or in writing by any other party; and (iii) any reports made to any
environmental agency arising out of or in connection with any Hazardous
Materials in or removed from the Premises or any building located in the Center,
including any complaints, notices, warnings or asserted violations in connection
therewith. Tenant shall also supply to Landlord as promptly as possible, and in
any event within 15 business days after such owner first receives or sends the
same, with copies of all claims, reports, complaints, notices, warnings or
asserted violations, relating in any way to the Premises, any building or
Tenant's use thereof.

           D. Tenant shall immediately indemnify, defend, protect and hold
Landlord and each of its partners, employees, agents, attorneys, successors and
assigns free and harmless from and against any and all claims, liabilities,
penalties, forfeitures, losses or expenses (including attorneys' fees), or death
of or injury to any person or damage to any property whatsoever, arising from or
caused in whole or in part, directly or indirectly, by Tenant's use, analysis,
storage, transportation, disposal, release, threatened release, discharge or
generation of Hazardous Materials to, in, on, under, about or from the Premises
or any building thereon. Tenant's obligations hereunder shall include, without
limitation, and whether foreseeable or unforeseeable, all costs of any required
or necessary repair, cleanup or detoxification or decontamination of the Center
or any building thereon, or the preparation and implementation of any closure,
remedial action or other required plans in connection therewith. For purposes of
the release and indemnity provisions hereof, any acts or omissions of Tenant, or
anyone holding under Tenant, or by any of their employees, agents, assignees,
contractors or subcontractors or others acting for or on behalf of Tenant, or
anyone holding under Tenant (whether or not they are negligent, intentional,
willful or unlawful) shall be strictly attributable to Tenant.

        29.19 ATTORNEYS' FEES. In the event that at any time during the Term
either Landlord or Tenant shall institute any action or proceeding against the
other relating to the provisions of this



                                       36
<PAGE>

Lease or any default hereunder, then the unsuccessful party in such action or
proceeding agrees to reimburse the prevailing party therein for the reasonable
attorneys' fees and costs of suit incurred by the prevailing party.

        29.20 NONDISCRIMINATION. Tenant shall observe, by and for itself, its
executors, administrators, and assigns, and all persons claiming under or
through Tenant, and this Lease is made and accepted upon and subject to, the
following conditions: that there shall be no discrimination against or
segregation of any person or group of persons, on account of race, color, creed,
religion, sex, marital status, national origin or ancestry in the leasing,
subleasing, transferring, use, occupancy, tenure or enjoyment of the Premises,
nor shall Tenant, or any person claiming under or through Tenant, establish or
permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants,
subtenants or vendees in the Premises.

        29.21 QUIET ENJOYMENT. Upon Tenant's payment of Minimum Monthly Rent and
additional rent and its observation and performance of all of the covenants,
terms and conditions of this Lease to be observed and performed by Tenant,
Tenant shall peaceably and quietly hold and enjoy the Premises from and after
delivery thereof to Tenant; subject, however, to (a) the rights of the parties
as set forth in this Lease, (b) any mortgage or deed of trust to which this
Lease is subordinate, (c) any ground or underlying leases, agreements and
encumbrances to which this Lease is subordinate, (d) all matters of record, and
(e) disturbances, odors and similar inconveniences which are commonly associated
with centers of the type and size of the Center and/or with tenants located in
such centers.

        29.22 CONTINGENCY. Tenant acknowledges that as of the date of this
Lease, Sparta, Inc. ("Sparta"), is the tenant in occupancy of the Sparta Space.
This Lease and the obligations of Landlord hereunder are contingent upon the
obtaining by Landlord of (a) a sublease from Sparta, or (b) an agreement
reasonably acceptable to Landlord, in its discretion, providing for the
termination of the existing lease to Sparta, on the Sparta Space. If such
sublease or termination agreement has not been obtained by Landlord on or before
October 1, 1990, either Landlord or Tenant shall have the right, at its
election, to terminate this Lease upon ten days written notice to the other
party, in which event any sums deposited by Tenant with Landlord shall be
promptly returned to Tenant and the parties shall have no further obligations
under this Lease. Tenant also acknowledges that it is Landlord's intention that
such agreement provide for occupancy by Sparta of the second floor portion of
the Sparta Space through December 1, 1990, and the first floor portion of the
Sparta Space through March 11, 1991.

        29.23 PERSONAL PROPERTY NOT INCLUDED. Tenant acknowledges that the
Premises do not include the furniture and wall hangings in the building lobby,
or any other furniture, fixtures or removable equipment in the Building as of
the date of this Lease.




                                       37
<PAGE>

        29.24 GUARANTEE. This Lease shall be guaranteed by Autoclave Engineers,
Inc., a Pennsylvania corporation ("Guarantor"), pursuant to a Guarantee of Lease
substantially in the form attached hereto as Exhibit D ("Guarantee"), and any
default under the Guarantee shall be deemed a default under this Lease. Landlord
shall have the right to require the written consent of Guarantor as a condition
precedent to any waiver, consent or approval requested of Landlord by Tenant
under the Lease.

        The parties hereto have executed this Lease as of the date first
above-written.


                                   "LANDLORD"

                                   Pacesetter Business Properties, a California
                                   corporation


                                   By:  /s/ John W. Klug
                                       -----------------------------------------
                                       Its: Chairman
                                            ------------------------------------


                                   By: /s/ Diana L. Waller
                                       -----------------------------------------
                                       Its:  Chief Financial Officer
                                             -----------------------------------


                                   "TENANT"


                                   Unit Instruments,
                                   a California corporation


                                   By: /s/ Michael J. Doyle
                                       -----------------------------------------
                                       Its: President
                                            ------------------------------------


                                   By:  /s/ J.L. Brown
                                       -----------------------------------------
                                       Its: Chief Operating Officer
                                            ------------------------------------



IF TENANT IS A CORPORATION, THE AUTHORIZED OFFICERS MUST SIGN ON BEHALF OF THE
CORPORATION. THE LEASE MUST BE EXECUTED BY THE PRESIDENT OR VICE PRESIDENT AND
THE SECRETARY OR ASSISTANT SECRETARY, UNLESS THE BYLAWS OR A RESOLUTION OF THE
BOARD OF DIRECTORS SHALL OTHERWISE PROVIDE, IN WHICH EVENT, THE BYLAWS OR A
CERTIFIED COPY OF THE RESOLUTION, AS THE CASE MAY BE, MUST BE FURNISHED.



                                       38
<PAGE>

                                    EXHIBIT A

                           LEGAL DESCRIPTION OF CENTER

        Parcel 1 of Parcel Map No. 83-1085, in the City of Yorba Linda, County
of Orange, State of California, as shown on a map Recorded in Book 186, Pages 49
and 50 of Parcel Maps, in the office of the Recorder of said County.


<PAGE>


                                    EXHIBIT B

                                    SITE PLAN


[Graph]


<PAGE>

                                   EXHIBIT "C"


                          CONSTRUCTION OF IMPROVEMENTS

        1. Landlord shall cause the preparation of plans, specifications and
working drawings (collectively, "Plans") for the installation of certain
improvements in the Premises ("Landlord's Work") based on the preliminary
block-out plan and preliminary specifications (collectively, "Preliminary Plan")
a copy of which has been provided to Landlord prior to the Effective Date of
this Lease. Tenant shall cooperate with Landlord in order to expeditiously
complete the Plans in accordance with the construction schedule ("Schedule")
attached hereto as Exhibit C-1.

        2. The following items shall be submitted to Tenant by Landlord for
Tenant's approval:

           (a) Preliminary Space Plan

           (b) Selection of General Contractor

           (c) Final Space Plan

           (d) Plans

Unless otherwise specified in the Schedule, each of the approvals required by
Tenant as set forth herein or in the Schedule shall be given within ten business
days following receipt of the item to be approved. Any of such items which has
not been reasonably disapproved by Tenant within such approval period shall be
deemed approved by Tenant. If Tenant has any reasons for reasonable disapproval
of an item, Tenant shall set forth such reasons in writing as a part of its
notice of disapproval. Upon completion by Landlord of any modification
reasonably requested by Tenant, the item subject to Tenant's approval shall be
deemed approved by Tenant.

        3. Landlord shall obtain proposals from at least three general
contractors for Landlord's Work, one of which shall be _____________________,
who has been selected by Tenant. After considering all submitted proposals,
Landlord shall select a qualified general contractor ("Contractor") for the
construction of Landlord's Work. The name and qualifications of the Contractor
shall be submitted to Tenant for its reasonable approval in accordance with
Paragraph 2 of this Exhibit C.

        4. The Contractor shall be required to work with Landlord and Tenant
during the design period in order to achieve reasonably feasible cost savings at
the initial design phase. The construction contract with the Contractor shall be
on a "cost plus a fixed fee" basis. The contract shall also require that the
Contractor bid each major trade and each material subcontract to at least three
subcontractors.

        5. Landlord shall install Landlord's Work substantially in accordance
with the Plans. The date for substantial completion of Landlord's Work set forth
in the Schedule shall be extended up to a maximum of six months by any cause
beyond Landlord's control referred to in Section 29.8 of this Lease. For
purposes of Section 3.1 of this Lease, "Substantial Completion"



                                   EXHIBIT "C"

                                       1
<PAGE>

of Landlord's Work shall mean the date on which all of Landlord's Work has been
completed except for "Punch List" items, i.e., items of work and adjustments to
items and fixtures that can reasonably be completed after the Premises are
occupied without causing material interference with Tenant's use of the
Premises.

Certification by Landlord's architect shall be conclusive as to when the
Premises are Substantially Complete and as to which items constitute Punch List
items, provided that Tenant shall have the right to object to such certification
by written notice given to Landlord within five days following receipt of such
certification by Landlord's architect. Landlord and Tenant shall make a good
faith effort to resolve Tenant's objection within five days following receipt by
Landlord of such notice from Tenant. If such dispute is not resolved within such
five day period, it shall be resolved by arbitration, using a panel of three
arbitrators who are experienced in commercial/industrial construction, and
otherwise conducted in accordance with the rules of the American Arbitration
Association and applicable California law. In no event shall the term of the
Lease or the obligation to pay "Minimum Monthly Rent" or any other obligations
under the Lease commence later than the earlier of (a) the date on which Tenant
takes possession of the Premises, or (b) the date on which it is finally
determined that Substantial Completion of Landlord's Work was deemed
accomplished. Delivery to Tenant of the certification of substantial completion
by Landlord's architect shall be deemed a tender of possession of the Premises
to Tenant.

Not later than 15 days after taking possession of the Premises, Tenant shall
notify Landlord in writing as to any defects in the work or any incomplete work
not appearing on the Punch List, which items Landlord shall add to the Punch
List for timely correction or completion.

For purposes of this Lease, Tenant shall be deemed to have taken possession of
the Premises when it or any of its employees commences to conduct any operation
of its business in or from the Premises. Subject to the written consent of
Landlord, which consent shall not be unreasonably withheld or delayed, Tenant
and its agents and contractors may enter the Premises on a non-exclusive basis
for the installation of its trade fixtures and equipment up to a maximum of 30
days prior to substantial completion of Landlord's Work, provided that any such
entry and work shall at all times be subject to coordination and scheduling by
Landlord so as not to interfere with or delay the progress of Landlord's work.
All applicable provisions of the Lease other than the payment of rent and Common
Area charges shall be applicable to any such period of entry prior to the
commencement of the Term, including but not limited to Articles 6, 7, 9, 10, 11,
15, 16, 17, 27 and 28.18. Tenant acknowledges that Landlord shall have no
responsibility or liability for the protection or security of any work,
materials, equipment or other property installed or stored in the Premises by
Tenant or its agents or contractors prior to the commencement of the Tern.

        6. The Minimum Monthly Rent set forth in Section 1.1 of this Lease is
based upon the estimated "Cost of Landlord's Work," as hereinafter defined,
being $1,550,000 ("Allowance"). To the extent, if any, that the Cost of
Landlord's Work is greater than the Allowance, up to a maximum amount of
$1,700,000, the Minimum Monthly Rent set forth in Section 1.1 shall be increased
by one percent of the amount by which the Cost of Landlord's Work exceeds the
Allowance. Any Amount by which the Cost of Landlord's Work exceeds $1,700,000
shall be paid by Tenant, one-half of the estimated excess amount upon


                                   EXHIBIT "C"

                                       2
<PAGE>

commencement of construction and the balance upon substantial completion of
construction of Landlord's Work. To the extent, if any, that the Cost of
Landlord's Work is less than the Allowance, the Minimum Monthly Rent set forth
in Section 1.1 shall be decreased by one percent of such difference. Up to a
maximum of $100,000 of the Allowance may be applied in payment of amounts
actually incurred by Tenant for moving costs in connection with Tenant's move to
the Premises.

        For purposes of this paragraph 7, the term "Cost of Landlord's Work"
shall include all remodeling and new construction costs, including, but not
limited to, the cost of all space planning, design, engineering and
architectural work, application fees, permits, materials, labor, third party
contractors' overhead and profit, and any other costs which are reasonably
required to fully comply with the Plans and with the requirements of all
governmental agencies having jurisdiction of the Premises. Any increase in the
Minimum Monthly Rent which is payable pursuant to this Paragraph 6 shall not be
deferred as set forth in Section 1.1.

        7. No delay caused by Tenant shall cause a delay in the Commencement
Date. If Tenant requests any changes in the Space Plan or the Plans, or
specifies any non-readily available or non-readily installable improvements or
materials, or delays in completing any of the approvals to be made by Tenant
pursuant to this Lease or the Schedule, or takes any other action or fails to
take any action which results in a delay in the substantial completion of
Landlord's Work, any date for Landlord's performance shall be extended by such
delay, but the Commencement Date, and Tenant's obligations to pay rent and other
sums due under this Lease shall commence on the date on which they would have
occurred in the absence of any such delay caused by Tenant.


                                   EXHIBIT "C"


                                       3
<PAGE>

                                   EXHIBIT C-2


[graph]






                                   EXHIBIT "C"


                                       4
<PAGE>

                                    EXHIBIT E

                               STATEMENT OF TENANT


        The undersigned ("Tenant"), as tenant under that certain Lease dated
__________, 19____, together with any amendments thereto (collectively, "Lease")
made with _______________________ ("Landlord"), as landlord, with respect to the
premises ("Premises") consisting of North County Tech Center Building 1, located
at 22600 Savi Ranch Parkway, Yorba Linda, California, hereby certifies as of the
date of this Statement that:

        1. The Lease documents attached to this Statement together constitute a
true and complete copy of the entire lease in effect as of the date of this
Statement and set forth the complete terms and conditions of Tenant's occupancy
of the Premises, and there are no agreements or understandings, written or
verbal, allowing any abatement or reduction of rent or allowing the payment of
rent in other than cash.

        2. The Lease is in full force and effect and has not been assigned,
modified, supplemented or amended in any way, except as follows:

        3. The "Commencement Date" of the Lease is _______________________;
Tenant began paying rent on ________________________; current "Minimum Monthly
Rent," as defined in the Lease, is $____________ per month.

        4. The term of the Lease expires ______________________

        5. The Premises have been completed (including all repairs, replacements
and maintenance obligations) in accordance with the teams of the Lease; all
obligations of Landlord have been satisfied, and all conditions to Landlord's
obligations have been fulfilled, which are necessary to the enforceability of
the Lease.

        6. Tenant has accepted possession of the Premises.

        7. All rent, additional rent and other charges payable under the Lease
are current. There are no defenses or offsets to enforcement of the Lease by
Landlord, and to the best of Tenant's knowledge there exists no event of
default, or any event which upon the giving of notice or the passage of time, or
both, would become a default, by either Tenant or Landlord under the Lease.

        8. Tenant has paid $__________________ to Landlord as a security
deposit; no rents have been prepaid other than as provided in the Lease.

        9. Tenant has not conducted upon or used the Premises, and shall not
conduct upon or use the Premises in the future, for any activity which is a
violation of any federal, state or local environmental or hazardous waste law,
ordinance, rule or regulation.

        Tenant disclaims all right, title or interest in the Premises except the
rights granted by the Lease. Tenant acknowledges (a) the provisions of Article
20 of the Lease; (b) that ____________________________________ is or will be the
holder of a mortgage or deed of


<PAGE>

trust ("Lender") affecting the Premises; (c) that unless waived in writing by
Lender, no modification, adjustment, revision or cancellation of the Lease shall
be effective without the written consent of Lender; and (d) that Lender intends
to make a loan or otherwise act in material reliance upon this Statement.


<PAGE>


        This Statement shall be binding upon the successors and assigns of
Tenant and shall inure to the benefit of Lender and its successors and assigns.

        EXECUTED this ______________ day of _____________________, 19_________.



                                          _____________________________________
                                          a____________________________________


                                          By:__________________________________
                                             Its:______________________________


                                          By:__________________________________
                                             Its:______________________________




<PAGE>

                                    EXHIBIT F

                                  SIGN CRITERIA


        All signs shall be subject to the limitations and requirements set forth
in the CC&R'S referred to in Section 28.2 of the Lease and all requirements of
any governmental authorities having jurisdiction of the Premises.


<PAGE>

                                    EXHIBIT G

                          ACCEPTANCE OF PREMISES LETTER

                                (To Be Attached)


<PAGE>

                                    EXHIBIT H

                                 PERMITTED USES


                                    82-30356

                                      DRAFT


        PC, OFFICE AND INDUSTRIAL PARK ZONE

SECTION 1 - PURPOSES

        The purpose of the PC, Office and Industrial Park Zone is to accommodate
the introduction of various office, commercial, and industrial and open space
uses into a single comprehensive development. The Office and Industrial Park
Zone will facilitate the integration of these users in a manner which creates a
functional and aesthetically pleasing employment complex. Four land use
categories constitute this zone in accordance with the following purposes (refer
to attached map for location of land use areas):

        A.      Office and Commercial - this area is Intended as a location for
                uses of an office or primarily retail commercial function. The
                area will accommodate multi-story office buildings as well as
                retail commercial uses serving a clientele located outside as
                well as within the Office and Industrial Park Zone.

        B.      Support Commercial - this area is intended as a location for low
                intensity commercial, office, or recreational uses. Topographic
                considerations such as Significant slopes and land area preclude
                high intensity development yet offer opportunities for low
                intensity uses having good visibility from the Riverside
                Freeway.

        C.      Industrial/Research and Development - this area is intended as a
                location for high technology Industries primarily in fields of
                electronics. Instruments, and machinery which are
                labor-Intensive, growth oriented, and environmentally clean, at
                well as related and complimentary light industrial and service
                commercial uses.

        D.      Open Space Preserve - this area is intended for passive and
                active open space uses. It is intended that this area will serve
                as an open space link between Yorba and Featherly Regional Park,
                as well as an area for the recreational uses ancillary to the
                employment complex. This area is _______ with the City of Yorba
                Linda ___________________ zoning.



                                               RECEIVED
                                               PLANNING DEPT.
                                               SEP 3, 1982


                                               BY _____________________________


<PAGE>


82-360356


SECTION 2 - PERMITTED USES

A.      Office and Commercial

        -       Office

        -       General retail

        -       Food service

        -       Hotels and motels

        -       Medical, dental, ________ health care services for humans

        -       Public service utility _________

        -       Recreational facilities

        -       Service stations

        -       Parting facilities

        -       Theaters and entertainment complexes

        -       Veterinary offices

        -       Public utility installations

        -       Roads

        -       Temporary uses as permitted by the Planning Director

        -       Uses of a similar nature and intensity at the above.

B.      Support Commercial

        -       Convenience packaged-good retail stores

        -       Hotels, motels, inns

        -       Food service

        -       Offices

        -       Public utility installation



<PAGE>

        -       Roads

        -       Temporary uses as permitted by the Planning Director

        -       Uses of a similar nature and intensity as the above.

C.      Industrial/Research and Development

        -       Blueprinting, printing, xerox and related service uses

        -       Distribution, storage, wholesaling and warehousing uses

        -       Food service

        -       General manufacturing and assembly uses

        -       Industrial and office condominiums

        -       Offices

        -       Repair shops

        -       Testing facilities

        -       Uses engaged in research, laboratories and compatible, light
                manufacturing

        -       Parking facilities

        -       Public utility installations

        -       Roads

        -       Temporary uses as permitted by the Planning Director

        -       Uses of a similar nature and intensity as the above.

D.      Open Space Preserve

        -       Flood and Road Projects - flood control channels, levees,
                spreading grounds and basins, roads, bridges and storm drains
                constructed in accordance with plans meeting the approval of the
                City Engineer

        -       Agriculture - all permitted agricultural use types except
                agricultural processing and tree crops

        -       Part Projects - parts, campgrounds, picnic grounds, trails,
                wildlife and natural preserves, and similar open space uses.


<PAGE>

The following uses are permitted subject to the issuance of a Conditional Use
Permit:

        -       Public utility facilities

        -       Temporary structures which can be readily removed with the time
                available for flood warning

        -       Recreation areas, parks, campgrounds, playgrounds, fishing
                lakes, hunting clubs, riding and hiking trails, golf courses,
                athletic fields, parking lots, wildlife and natural preserves,
                and similar open space uses without permanent structures,
                improvements, except restrooms.


<PAGE>

                            FIRST AMENDMENT TO LEASE


        THIS FIRST AMENDMENT TO LEASE ("Amendment") is entered into as of
September 1, 1990, by and between Pacesetter Business Properties, a California
corporation ("Landlord"), and Unit Instruments, a California corporation
("Tenant"), for the purpose of amending the Industrial Building Lease dated
concurrent herewith between Landlord and Tenant with respect to North County
Tech Center Building 1 at 22600 Savi Ranch Parkway, Yorba Linda, California
("Premises"). Capitalized terms used in this Amendment shall have the meaning
set forth in the Lease.

        Landlord and Tenant agree that the Lease is amended in the following
respects:

1. Article 9 of the Lease is amended by adding the following:

        "9.10 TENANT INDEMNIFIED. Landlord hereby indemnifies and agrees to hold
harmless Tenant against and from the following, to the extent not resulting from
the negligent or intentional act or failure to act of Tenant or its agents,
employees or contractors:

           A. any and all claims for personal injury or property damage arising
from or in connection with Landlord's construction of "Landlord's Work;

           B. any and all mechanics' and materialmens' liens arising from or in
connection with Landlord's construction of "Landlord's Work"; and

           C. the existence of Hazardous Materials on or about the Premises,
prior to the occupancy of the Premises by Tenant, in violation of applicable
laws, orders, rules or regulations; provided that this Section 9.10C shall not
relieve Tenant of its obligations under Section 29.18C, regardless of the date
on which any such Hazardous Materials existed on or about the Premises.

2. Section 15.1 of the Lease is amended by adding, at the end of the Section,
the following:

        "Landlord will designate trash receptacle locations for a minimum of two
typical "dumpster" bins within the Center for use by Tenant. Landlord initially
designates the two locations shown on the copy of Exhibit B to the Lease which
is attached to this Amendment. Landlord may change the designated locations at
any time and from time to time during the term of the Lease."

3. Section 16.1 of the Lease is amended by adding, following the words: "plate
glass and storefronts" in the sixth line, a comma and the words: "except as
otherwise provided in this Section 16.1," and adding, following the words: "the
painting thereof" in the twelfth line, the words: "and the repair or replacement
of spandrel glass panels on the exterior wall of the Premises (unless caused by
the negligence or intentional acts of Tenant or its agents, contractors or
employees),"

4. Section 18.8 is amended by adding, at the end of first full paragraph of the
Section, the following:


<PAGE>

        "Landlord shall exercise reasonable diligence to provide the following
services at the intervals indicated:

        a.      Exterior window cleaning          quarter-annually

        b.      Entry glass cleaning              monthly

        c.      Landscaping service               weekly

Tenant acknowledges that any uninsured cost of replacement of landscaping
materials, including specimen trees, will be included in Common Area expenses
under this Section. Landlord will use reasonable efforts to avoid unnecessary
over-watering of landscaped areas."

5. As a matter of clarification, Tenant acknowledges that all tenant
improvements provided as a part of Landlord's Work, as defined in Exhibit "C" to
the Lease, including but not limited to any exterior clean room chiller units,
will become a part of the Premises and belong to Landlord. With respect to the
following listed moveable or removable equipment, fixtures and improvements
existing in the Premises as of the date of the Lease, Landlord and Tenant agree
as follows:

        5.1 Air compressors             belong to existing tenant and will
                                        be removed

        5.2 Computer wiring             in-the-wall "Ethernet cabling" to
                                        remain; terminal distribution and
                                        interface devices belong to existing
                                        tenant and will be removed

        5.3 Vent hood                   part of Premises and will remain

        5.4 Lobby furniture, plant      part of Premises and will remain; plants
            pots and wall hanging       are leased and therefor not part of
                                        Premises

        5.5 Security system             leased and therefor not part of Premises

        5.6 Telephone system            leased and therefor not part of Premises

        5.7 Buss bars and none-         part of Premises and will remain
            moveable wiring in
            machine shop


<PAGE>

        Except to the extent modified by this Amendment, the terms and
conditions of the Lease shall remain in effect.

        The parties have executed this Amendment as of the date first
above-written.



        "LANDLORD"                           Pacesetter Business Properties,
                                             a California corporation


                                             By: /s/ (Illegible)
                                                 ------------------------------
                                                 Its: Chairman
                                                      -------------------------


                                             By: /s/ Diana L. Waller
                                                 ------------------------------
                                                 Its: Chief Financial Officer
                                                      -------------------------


"TENANT"                                     UNIT INSTRUMENTS,
                                             a California corporation


                                             By: /s/ Michael J. Doyle
                                                 ------------------------------
                                                 Its: President
                                                      -------------------------

                                             By:  /s/ J. L. Brown
                                                 ------------------------------
                                                 Its: Chief Operating Officer
                                                      -------------------------



<PAGE>

                       SECOND AMENDMENT TO LEASE

        THIS SECOND AMENDMENT TO LEASE ("Amendment") is entered into as of July
17, 1991, by and between ITL-PAC, INC., a Delaware corporation,
successor-in-interest to PACESETTER BUSINESS PROPERTIES, a California
corporation ("Landlord"), and UNIT INSTRUMENTS, INC., a California corporation
("Tenant") referred to therein as Unit Instruments, for the purpose amending the
Industrial Building Lease dated September 1, 1990 ("Lease") between Landlord's
predecessor-in-interest and Tenant with respect to North County Tech Center,
Building 1 at 22600 Savi Ranch Parkway, Yorba Linda, California ("Premises").
Capitalized terms used in this Amendment shall have the meaning set forth in the
Lease. Landlord and Tenant agree that the Lease is amended in the following
respects:

        1. Section 1 of the Lease, "Definitions", is modified by adding the
following to the address section for notices to Tenant:


           "With copy to:          Cheryl A. Dow, Esq.
                                   Stradling, Yocca, Carlson & Rauth
                                   660 Newport Center Drive
                                   Suite 1600
                                   Newport Beach, California  92660"

        2. Section 3.3 of the Lease, "Automatic Termination", is deleted in its
entirety and the following is substituted therefor:

        "3.3 Automatic  Termination.  If the commencement Date of this
        lease shall not have  occurred on or before the  expiration of
        sixty (60) days after the date of final completion  defined in
        the Construction  Contract with McDaniel builders,  Inc., such
        date to be mutually approved by Landlord and Tenant, then this
        lease may be terminated by either party upon written notice to
        the other  and  shall  thereafter  be of no  further  force or
        effect,  provided  that such  date  shall be  extended  by any
        delays  referred  to in Section  29.8 of this Lease and change
        orders    approved   by   both    Landlord's    and   Tenant's
        representative.

        3. Section 4.1, "Minimum Monthly Rent", is modified by adding the
following thereto:

        "Notwithstanding   the  foregoing,   Tenant's  obligation  and
        agreement to pay rent as provided  above shall  commence  upon
        the date twenty (20) days prior to the Commencement Date."

        4. The last sentence of Article 6 of the Lease is deleted in its
entirety and the following is substituted therefor:



                                       1
<PAGE>

        "If the City  refuses to approve  the  Occupancy  Letter on or
        before the date of issuance  of building  permits by the City,
        then Tenant shall have the right to terminate  this lease upon
        ten (10) days' notice to the other  party,  in which event all
        funds and documents shall be returned to the party  delivering
        the same and the  parties  shall have no  further  obligations
        under this Lease."

        5. Section 1 of Exhibit C is modified by adding the following thereto:

        The  parties  hereby  agree  that  Landlord's  work  shall not
        include the purchase and  installation  of the deionized water
        plant, the burn-in ovens, the interior gas line  installation,
        communications and computer cabling.

        6. The first paragraph of Section 5 of Exhibit C is deleted in its
entirety and the following is substituted therefor:

        "Landlord  shall  install  Landlord's  Work  substantially  in
        accordance with the Plans. The date for Substantial Completion
        of landlord's Work set forth in the schedule shall be extended
        up to a maximum  of 6 months by any  cause  beyond  Landlord's
        control  referred  to in  Section  29.8  of  this  Lease.  For
        purposes   of  Section   3.1  of  this   Lease,   `Substantial
        Completion'  of  Landlord's  Work  shall  mean the date when a
        Certificate  of  Substantial   Completion  is  signed  off  by
        Tenant's representative, the principal architect of Landlord's
        Work,  and  Landlord's  representative  that all of Landlord's
        Work has been completed  except for `Punch List' items,  i.e.,
        items of work and  adjustments  to items and fixtures that can
        reasonably  be  completed  after  the  Premises  are  occupied
        without causing material interference with Tenant's use of the
        Premises.  Notwithstanding  the foregoing,  if Landlord claims
        the reason the  Certificate of Substantial  Completion was not
        obtained  at an earlier  date was because of delays due solely
        to special work, changes, alterations or additions required to
        be made by Tenant or delays caused solely by Tenant's  failure
        to submit or supply  information or  specifications  or in the
        approving  of  plans,   specifications  or  estimates,  giving
        authorizations  or  otherwise  caused  solely  by its  action,
        inaction,  delay or default-of-Tenant,  provided that Landlord
        has  given to  Tenant  the  notice  required  by  Section 7 of
        Exhibit C, then the parties  shall comply with the  provisions
        of such  Section 7 and upon  either (i) the  agreement  of the
        parties, or (ii) the determination of the arbitrator, the Date
        of  Substantial  Completion  shall be adjusted,  if necessary.
        Notwithstanding  the  foregoing,  in the  event of  concurrent
        delay caused by both Landlord and Tenant,  [Tenant]  shall not
        be liable for any such concurrent  delay,  but shall be liable
        for any time period  during  which Tenant is the sole cause of
        delay (as provided



                                       2
<PAGE>

        above). For example, if a Tenant-caused delay commences May 1,
        a  Landlord-caused  delay commences May 10 and both delays end
        on May  20,then  Tenant  shall be liable  for ten (10) days of
        delay  (the  period  from May 1 to May 10,  inclusive,  during
        which there was no Landlord-caused delay)."

        7. Section 6 of Exhibit C is deleted in its entirety and the following
is substituted therefor:

                "6. The Minimum  Monthly Rent set forth in Section 1.1
        of this Lease is based upon the estimated  `Cost of Landlord's
        Work', as hereinafter defined, being $1,550,000 (`Allowance').
        To the extent,  if any,  that the Cost of  Landlord's  Work is
        greater  than  the  Allowance,  up  to  a  maximum  amount  of
        $1,700,000,  the Minimum Monthly Rent set forth in Section 1.1
        shall be  increased  by 1% of the  amount by which the Cost of
        Landlord's Work exceeds the Allowance. Any amount by which the
        Cost of  Landlord's  Work  exceeds  $1,700,000,  but  does not
        exceed  $1,856,000.00,  shall be  payable  by Tenant  over the
        first seven (7) months  following the  Commencement  Date with
        interest at the rate of eleven percent (11%) per annum payable
        monthly on the outstanding  principal balance such interest to
        run from the date and execution of a contract for construction
        of  Landlord's  Work between  Landlord and McDaniel  Builders,
        Inc. ("Contractor").

                Any  amount  by  which  the  Cost of  Landlord's  Work
        exceeds  $1,856,000  shall be paid by Tenant,  one-half of the
        estimated excess amount upon  commencement of construction and
        the balance upon  substantial  completion of  construction  of
        Landlord's  Work.  To the  extent,  if any,  that  the Cost of
        Landlord's Work is less than  $1,700,000,  the Minimum Monthly
        Rent set forth in Section 1.1 shall be decreased by 1% of such
        difference.  Up to a maximum of $100,000 of the  Allowance may
        be  applied in payment of the  amounts  actually  incurred  by
        Tenant for moving costs in  connection  with  Tenant's move to
        the Premises.  In addition to the  foregoing,  once the sum of
        $1,856,000  has been exceeded as the Cost of Landlord's  Work,
        Tenant shall pay to the Landlord all amounts  attributable  to
        change orders  approved by Tenant or Tenant's  representative,
        such  payment  to be made  whenever  a group of change  orders
        aggregates  $10,000  or more.  Tenant  shall  have no  payment
        liability   for  any  change   order   which  it  or  Tenant's
        representative have not specifically approved in writing.

                For  purposes of this  paragraph  6, the term `Cost of
        Landlord's   Work'  shall  include  all   remodeling  and  new
        construction costs, including, but not limited to, the cost of
        all space  planning,  design,  engineering  and  architectural
        work, application fees, permits, materials, labor, third-party
        contractors' overhead and profit and any other costs which are
        reasonably  required  to fully  comply with the Plans and with
        the   requirements   of  all



                                  3
<PAGE>

        governmental agencies having jurisdiction of the Premises. The
        Cost of  Landlord's  Work  shall  expressly  not  include  any
        amounts paid by Landlord to Pacesetter  Business Properties or
        any other  entity  for  construction  management  on behalf of
        Landlord.  Any  increase in the Minimum  Monthly Rent which is
        payable  pursuant to this paragraph 6 shall not be deferred as
        set forth in Section 1.1."

        8. Section 7 of Exhibit C is modified by adding the following thereto:

                "Landlord shall notify Tenant of any alleged delays by
        Tenant hereunder within 24 hours after such delay begins.  The
        parties  shall meet and in good faith  confer  within 24 hours
        after Tenant's receipt of such notice to determine  whether in
        fact,  any delay has  occurred.  If the  parties are unable to
        determine  whether in fact any delay has  occurred on the part
        of Tenant, then within 24 hours thereafter the matter shall be
        referred  to  arbitration  in  accordance  with  the  rules of
        Judicial  Arbitration and Mediation  Service in Orange County,
        California.  Such  arbitration  shall  take  place  in  Orange
        County, California."

        9. The following is added as Section 8 of Exhibit C:

                "Landlord and Tenant hereby agree that once Tenant has
        approved the Plans,  provided that the  Contractor  thereafter
        constructs the Premises in accordance  with the Plans,  Tenant
        shall not  thereafter  require  major  changes  in the  Plans,
        provided  that Tenant may require  change orders to the Plans.
        Tenant  hereby  designates  Eric  Redemann or Jim Brown as its
        representatives for the purpose of signing any change order to
        the Plans and construction of the Premises."

        10. Article 16, "Repairs and Maintenance", is modified by adding thereto
the following:

                "16.6 Landlord's Obligations to Repair and Maintain.

                Notwithstanding  the  provisions  of this  Article 16,
        Landlord acknowledges that:

                        (i)  Repairs  are  required  to be made to the
                roof of the  Premises.  At its sole cost and  expense,
                Landlord  has agreed to cause or has already  caused a
                certified  or licensed  roof  inspector to inspect the
                roof,  determine  necessary  corrective  action  to be
                performed,   and  cause  same  to  be   performed   at
                Landlord's sole cost and expense.

                        (ii)  Repairs  are  required to be made to the
                west  concrete  tilt-up wall which now allows rain and
                wind to blow in.



                                  4
<PAGE>

                        (iii) Light  standards,  if any, in the common
                area  which are rusted out and have blown over will be
                repaired.

                        (iv)  There  are   additional   leaks  in  the
                Premises due to wind and rain blowing through heating,
                ventilating and air conditioning  vents, and the glass
                front of the Premises leaks.

                        All  of  the  foregoing   repairs  are  to  be
                performed at Landlord's  sole cost and expense without
                reimbursement  by Tenant and shall not be deemed  part
                of the Allowance under the Lease.

                        Notwithstanding   the  provisions  of  Section
                16.1,  during the first  twelve (12) months  following
                the  Commencement  Date,  any  repairs  required to be
                performed due to leakage in the Premises (whether from
                the  roof or any  exterior  walls or  glass)  shall be
                performed by Landlord at its sole cost and expense."

        11. Right of First Refusal. If at any time during the Term ("ROFR
Period"), Landlord determines to offer the Premises for sale, then Landlord
shall offer to sell the Premises to Tenant at the rate and upon the terms and
conditions proposed by Landlord and pursuant to the purchase and sale agreement
form forwarded therewith ("Proposed Agreement"). Tenant shall have fifteen (15)
days following service of Landlord's written offer of the ROFR on Tenant to
accept or reject such offer by serving Landlord with written notice of Tenant's
decision. If Tenant rejects the ROFR offer, proposes to vary any of the terms
and conditions of Landlord's ROFR offer by means of counter-offer or otherwise,
or fails to accept or reject the ROFR offer within such fifteen (15)-day period,
then such failure, proposal to vary terms or rejection shall be deemed an
irrevocable rejection of Landlord's offer and the ROFR shall expire and be of no
further force or effect, Landlord shall thereafter have the right to sell the
Premises to any third party pursuant to the terms and conditions set forth in
the ROFR offer, or on any other terms and conditions, without any obligation to
offer same to Tenant, except as specifically provided below.

        In the event Tenant rejects the ROFR offer, and thereafter Landlord
desires to enter into an agreement to sell the Premises for a purchase price
which is ten percent (10%) or more favorable with respect to the purchase price
to the proposed buyer than the ROFR offer ("Amended ROFR Offer"), Landlord shall
not enter into such agreement without first offering the Amended ROFR offer to
Tenant upon the more favorable terms and conditions. For example, if the ROFR
offer is to sell the Premises to Tenant for $4,000,000, and Tenant does not
accept the ROFR offer, and thereafter Landlord desires to sell the Premises to a
third party for $3,500,000, Landlord shall first be required to offer the
Premises to Tenant for $3,500,000 since such amount is more than 10% less than
the original ROFR offer. In such event, Tenant shall have ten (10) days to
accept or reject the Amended ROFR offer by serving Landlord written notice of
Tenant's decision. The terms and provisions contained herein concerning Tenant's
acceptance or rejection of the initial ROFR offer, or Landlord's failure to
offer same to Tenant as required herein, shall also apply to the Amended ROFR
offer.


                                       5
<PAGE>

        If Tenant accepts in writing the ROFR offer (or, if applicable, the
Amended ROFR offer) as provided above, then within fifteen (15) days after
Tenant's acceptance of the ROFR offer, Landlord and Tenant shall execute the
Proposed Agreement.

        12. Counterparts. If this document is executed in counterparts, each
counterpart shall be deemed an original.

        Except to the extent modified by this Amendment, the terms and
conditions of the Lease shall remain in full force and effect.

        The parties have executed this Amendment as of the date first above
written.


        "LANDLORD"                ITL-PAC, INC., a Delaware corporation


                                  By: /s/ (Illegible)
                                      -----------------------------------------
                                      Its: President
                                           ------------------------------------


                                      By:  /s/ (Illegible)
                                           ------------------------------------
                                           Its: Assistant Vice President
                                                -------------------------------



        "TENANT"                  UNIT INSTRUMENTS, INC.,
                                  a California corporation


                                  By: /s/ J.L. Brown
                                      -----------------------------------------
                                      Its: Chief Operating Officer Exe. V.P.
                                           ------------------------------------


                                  By: /s/ Michael M. Doyle
                                      -----------------------------------------
                                      Its: CEO, President
                                           ------------------------------------



                                       6
<PAGE>


                              CONSENT OF GUARANTOR


        The undersigned Guarantor hereby consents to the foregoing Second
Amendment to Lease and agrees to be bound by its terms.



                                  AUTOCLAVE ENGINEERS, INC.,
                                  a Pennsylvania corporation


                                  By: /s/ (Illegible)
                                      -----------------------------------------
                                      Its: Treasurer
                                           ------------------------------------


                                  By: /s/ (Illegible)
                                      -----------------------------------------
                                      Its: Chief Financial Officer
                                           ------------------------------------



                                       1

<PAGE>

                            THIRD AMENDMENT TO LEASE

        THIS THIRD AMENDMENT TO LEASE ("Amendment") is entered into as of
January 13, 1995, by and between D & L Investments, a California general
partnership, successor-in-interest to PACESETTER BUSINESS PROPERTIES, a
California corporation ("Landlord"), and UNIT INSTRUMENTS, INC., a California
corporation ("Tenant") referred to therein as Unit Instruments, for the purpose
of amending the Industrial Building Lease dated September 1, 1990, as amended by
the First Amendment to Lease, dated September 1, 1990 and the Second Amendment
to Lease, dated July 17, 1991 (jointly referred to the "Lease") between
Landlord's predecessors-in-interest and Tenant with respect to the premises
commonly known as 22600 Savi Ranch Parkway, Yorba Linda, California
("Premises"). Capitalized terms used in this Amendment shall have the meaning
set forth in the Lease. Landlord and Tenant agree that the Lease is amended in
the following respects:

        1. That portion of Section 1.1 entitled "Term", is deleted in its
entirety and the following is substituted therefor:


        "TERM:        Fifteen years, with one (1) option to extend the
        (Article 3)   Term for a period of five (5) years."

        2. A new Paragraph 30 shall be added to the Lease and shall read as
follows:

        "30. Right of first  Refusal.  If at any time during the Term,
        as extended  by the valid  exercise of an option to extend the
        Term  ("ROFR  Period"),   Landlord  determines  to  offer  the
        Premises  for  sale,  then  Landlord  shall  offer to sell the
        Premises  to  Tenant  at the  rate  and  upon  the  terms  and
        conditions  proposed by Landlord  and pursuant to the purchase
        and  sale  agreement  form  forwarded   therewith   ("Proposed
        Agreement").  Tenant shall have 15 days  following the service
        of Landlord's written offer of the ROFR on Tenant to accept or
        reject such offer by serving  Landlord with written  notice of
        Tenant's decision.  If Tenant rejects the ROFR offer, proposes
        to vary any of the terms and  conditions  of  Landlord's  ROFR
        offer by  means of  counter-offer  or  otherwise,  or fails to
        accept or reject the ROFR  offer  within  such 15 day  period,
        then such failure,  proposal to vary terms or rejection  shall
        be deemed an irrevocable rejection of Landlord's offer and the
        ROFR offer shall expire and be of no further force and effect,
        Landlord shall  thereafter have the right to sell the Premises
        to any third party  pursuant to the terms and  conditions  set
        forth in the ROFR offer, or on any other terms and conditions,
        without any obligation to offer the same to Tenant,  except as
        specifically provided below.

                In the  event  Tenant  rejects  the  ROFR  offer,  and
        thereafter Landlord desires to enter into an agreement to sell
        the  Premises  for



                                  1
<PAGE>

        a purchase  price which is 10% or more  favorable with respect
        to the  purchase  price to the  proposed  buyer  than the ROFR
        offer  ("Amended  ROFR offer"),  Landlord shall not enter into
        such  agreement  without first offering the Amended ROFR offer
        to Tenant upon the more favorable  terms and  conditions.  For
        example,  if the ROFR offer is to sell the  Premises to Tenant
        for $4,000,000, and Tenant does not accept the ROFR offer, and
        thereafter  Landlord  desires to sell the  Premises to a third
        party for  $3,500,000,  Landlord  shall  first be  required to
        offer the Premises to Tenant for $3,500,000  since such amount
        is more than 10% less than the  original  ROFR offer.  In such
        event,  Tenant  shall  have 10 days to accept  or  reject  the
        Amended  ROFR  offer by  serving  Landlord  written  notice of
        Tenant  decision.  The terms and provisions  contained  herein
        concerning  Tenant's  acceptance  or  rejection  of the of-the
        initial  ROFR offer,  or  Landlord's  failure to offer same to
        Tenant as  required  herein,  shall also apply to the  Amended
        ROFR offer.

                If Tenant  accepts in writing  the ROFR offer (or,  if
        applicable,  the Amended ROFR offer) as provided  above,  then
        within 15 days after  Tenant's  acceptance  of the ROFR offer,
        Landlord and Tenant shall execute the Proposed Agreement."

        If this document is executed in counterparts, each counterpart shall be
deemed an original.



                                       2
<PAGE>


        Except to the extent modified by this Third Amendment, the terms and
conditions of the Lease (as modified by the First and Second Amendment) shall
remain in full force and effect.

        The parties have executed this Amendment as of the date first above
written.


        "LANDLORD"                D&L INVESTMENTS,
                                  a California general partnership,


                                  /s/ Leonard Lady
                                  ---------------------------------------------
                                  By: Leonard Lady, general partner




        "TENANT"                  UNIT INSTRUMENTS,
                                  a California corporation

                                  By: /s/ (Illegible)
                                      -----------------------------------------
                                  Its: Vice President
                                       ----------------------------------------

                                  By:
                                       ----------------------------------------
                                  Its:
                                       ----------------------------------------




                                       3
<PAGE>

                            FOURTH AMENDMENT TO LEASE



                                 D&L INVESTMENTS
                                   (Landlord)


                              UNIT INSTRUMENTS INC.
                                    (Tenant)






                                 Amendment Date:
                                 March 17, 1995




                                THOMAS A. RAMSEY,
                                    Suite 800
                            301 East Ocean Boulevard
                              Long Beach, CA 90302
                                 (310) 436-7713



<PAGE>

                            FOURTH AMENDMENT TO LEASE

        The amendment is entered into on March 17, 1995,



        BETWEEN                               D&L INVESTMENTS,
                                              a California general partnership,


                                              (Landlord)


        AND


                                              UNIT INSTRUMENTS,
                                              a California corporation

                                              (Tenant)



        The parties agree as follows:

1.      BACKGROUND:

        This amendment is based upon the following background.

        A.      On or about September 1, 1990, Pacesetter Business Properties,
                the predecessor-in-interest to Landlord, and Tenant entered into
                a building lease with respect premises commonly known as 22600
                Savi Ranch Parkway, Yorba Linda, California.

        B.      The industrial building lease referred to above was amended by
                First Amendment to Lease dated September 1, 1990, Second Amended
                Lease dated July 5, 1991 and Third Amendment to Lease dated
                January 13, 1995. The industrial building lease and its
                amendments are collectively referred to as "the Lease".

        C.      By this amendment, the parties are changing certain portions of
                the . Lease.

2.      AMENDMENT OF LEASE:

        The existing wording of the introductory sentence of section 4.2 of the
Lease is amended to read as follows:

        Rent Adjustment.  On the third anniversary of the Commencement
        Date, and each third year  thereafter  during the initial term
        and all  subsequent  terms of this lease (each such date being
        referred to in this lease as an  "Adjustment  Date"),  Minimum
        Monthly Rent shall be increased as follows:


<PAGE>

3.      EXTENT OF AMENDMENT:

        Except as changed by this amendment,  the terms and conditions
of the Lease shall remain unchanged.

        LANDLORD                              D&L INVESTMENTS,
                                              a California general partnership,


                                              /s/ Leonard L. Lady
                                              ---------------------------------
                                              By: LEONARD LADY,
                                                  General Partner


        TENANT                                UNIT INSTRUMENTS,
                                              a California corporation


                                              By:  /s/ Gary N. Patten
                                                   ----------------------------
                                              Its: Vice President
                                                   ----------------------------



                                  2
<PAGE>

                            1997 AMENDMENT

                                  TO

                       INDUSTRIAL BUILDING LEASE




                                BETWEEN

                            D&L INVESTMENTS

                                  AND

                           UNIT INSTRUMENTS






                            Amendment Date:

                             July 14, 1997




                           THOMAS A. RAMSEY,
                      a Professional Corporation
                               Suite 400
                             200 Oceangate
                         Long Beach, CA 90302
                            (562) 436-7713



<PAGE>

                            1997 AMENDMENT

                                  TO

                       INDUSTRIAL BUILDING LEASE

                                BETWEEN

                 D&L INVESTMENTS AND UNIT INSTRUMENTS



        This amendment is entered into on July 14, 1997,

        BETWEEN                               D&L INVESTMENTS,
                                              a California general partnership,
                                              (Landlord)

        AND

                                              UNIT INSTRUMENTS,
                                              a California corporation
                                              (Tenant)


        The parties agree as follows:

1.      BACKGROUND

        This agreement is based on the following background:

        A.      On September 1, 1990, Landlord's predecessor and Tenant entered
                into an Industrial Building Lease (the Lease) for improved real
                property in Yorba Linda, California (the Premises).

        B.      Subsequently, Landlord purchased the Premises and the lessor's
                interest in. the Lease was assigned to Landlord.

        C.      By this agreement, the parties are amending the Lease.

2.      AMENDMENT OF LEASE

        Section 28.2 of the Lease is deleted in its entirety. No language is
substituted in its place.


<PAGE>

3.      EXTENT OF AMENDMENT

        Except as set forth in P. 2, above, the text of the Lease shall remain
unchanged.


        LANDLORD                              D&L INVESTMENTS,
                                              a California general partnership


                                              /s/ Leonard L. Lady
                                              ---------------------------------
                                              by:  Leonard L. Lady,
                                              Managing General Partner


        TENANT                                UNIT INSTRUMENTS,
                                              a California corporation

                                              /s/ Gary N. Patten
                                              ---------------------------------
                                              By:  Gary N. Patten
                                              Its: Vice President



                                       2
<PAGE>

                              SECOND 1997 AMENDMENT
                                       TO
                            INDUSTRIAL BUILDING LEASE



                                     BETWEEN

                                 D&L INVESTMENTS

                                       AND

                                UNIT INSTRUMENTS





                                 Amendment Date:
                                  July 18, 1997



                                THOMAS A. RAMSEY,
                           a Professional Corporation
                                    Suite 400
                                  200 Oceangate
                              Long Beach, CA 90302
                                 (562) 436-7713

<PAGE>

                              SECOND 1997 AMENDMENT
                                       TO
                            INDUSTRIAL BUILDING LEASE


        This amendment is entered into on July 18,1997,


        BETWEEN                               D&L INVESTMENTS,
                                              a California general partnership,
                                              (Landlord)


        AND

                                              UNIT INSTRUMENTS,
                                              a California corporation
                                              (Tenant)


        The parties agree as follows:

1.      BACKGROUND

        This agreement is based on the following background:

        A.      On September 1, 1990, Landlord's predecessor and Tenant entered
                into an Industrial Building Lease for improved real property in
                Yorba Linda, California (the Premises). Subsequently, the Lease
                was amended by a First Amendment to Lease dated September 1,
                1990, a Second Amendment to Lease dated July 17, 1991, a Third
                Amendment to Lease dated January 13, 1995, and a 1997 Amendment
                to Industrial Building Lease dated July 14, 1997. The lease and
                its amendments are collectively referred to as "the Lease."

        B.      During the terns of the Lease, Landlord purchased the Premises
                and the lessors interest in the Lease was assigned to Landlord.

        C.      By this agreement, the parties are amending the Lease to define
                the dates of its initial term.

2.      AMENDMENT OF LEASE

        Section 3.1 of the Lease is deleted in its entirety and the following
language is substituted in its place:

                3.1 INITIAL TERM. The initial term of this Lease shall
                commence on  November 1, 1991,  and end on October 31,
                2006,  unless  sooner  terminated  as provided in this
                Lease.



<PAGE>

3.      EXTENT OF AMENDMENT

        Except as set forth in P. 2, above, the text of the Lease shall remain
unchanged.


        LANDLORD                              D&L INVESTMENTS,
                                              a California general partnership,


                                              /s/ Leonard L. Lady
                                              ---------------------------------
                                              By: Leonard L. Lady,
                                              Managing General Partner


        TENANT                                UNIT INSTRUMENTS,
                                              a California corporation

                                              /s/ Gary N. Patten
                                              ---------------------------------
                                              By:  Gary N. Patten
                                              Its: Vice President



                                       2
<PAGE>

                     AMENDMENT TO INDUSTRIAL BUILDING LEASE


        This Amendment to Industrial Building Lease is entered into this _____
day of October, 1999, by and between Unit Instruments, Inc., as "Tenant", and SE
Yorba Linda LLC, AWI Yorba Linda LLC, and AAS/BLS Yorba Linda LLC, collectively
as "Landlord", in light of the following facts and circumstances:

                A.      Tenant occupies those certain premises commonly known as
                        22600 Savi Ranch Parkway in the City of Yorba Linda,
                        Orange County, California ("the Premises"), pursuant to
                        an Industrial Building Lease dated September 1, 1990
                        ("the Lease"), originally with Pacesetter Business
                        Properties as landlord. The Lease has been amended
                        pursuant to agreements dated September 1, 1990, July 1,
                        1991, January 13, 1995, July 14, 1997, and July 18,
                        1997.

                B.      Landlord acquired ownership of the Premises on or about
                        June 15, 1998, and has succeeded to the interest of
                        landlord under the Lease.

                C.      The Premises serve as security for a loan payable by
                        Landlord in favor of Dynex Financial, Inc. Pursuant to
                        Paragraph 3.7(a) of the Deed of Trust associated with
                        that loan, Landlord has agreed not to amend the Lease
                        without the prior written consent of Dynex Financial,
                        Inc.

                D.      Landlord and Tenant have agreed, subject to the consent
                        of Dynex Financial, Inc., that notwithstanding anything
                        to the contrary in the Lease, as amended - particularly
                        (but not by way of limitation) Paragraph 9.6 - that
                        Tenant may assume the responsibility for, maintaining
                        all required property insurance for the Premises.

        Therefore, in consideration of the foregoing and the mutual covenants
        set forth in the Lease, as amended, and herein, the parties have agreed
        as follows:

        1.      Notwithstanding the provisions of Paragraph 9.6 of the Lease,
                the required insurance may be obtained and paid for directly by
                Tenant.

        2.      The amount of insurance required to be maintained is the full
                replacement cost of the premises, which is agreed - as of the
                date hereof - to be $6,600,000, plus twelve months of rental
                value. In addition to Fire and Extended Coverage insurance,
                insurance for earthquake damage (so-called "difference-in
                conditions coverage") will also be maintained in those amounts.
                Such types and amounts may be changed from time to time upon
                Landlord's request so that adequate insurance coverage is
                maintained. If any such insurance policy has a deductible (which
                in any event shall not exceed the deductible amount permitted by
                the lender), the Tenant will be liable for such deductible
                amount. The proceeds of such insurance will be under the control
                of the party designated in the loan papers or the Lease (and in
                the event of a conflict, the loan papers).


<PAGE>

        3.      All required insurance policies will be issued by insurance
                companies licensed to do business in the State of California and
                rated no lower than A-XII by the then most recent "Best's"
                insurance ratings. Such policies will contain provisions that
                such shall not be cancelled or changed to reduce the insurance
                coverage provided thereby without at least thirty (30) days
                prior written notice to Landlord and Dynex Financial, Inc.

        4.      Certificates of said insurance have been delivered to Landlord
                and Dynex Financial, Inc., and copies of all policies shall,
                upon request of Landlord or its lender, be delivered to them as
                well. Certificates of renewal of the insurance policies will
                likewise be. delivered to Landlord and Dynex Financial, Inc. (or
                its then current lender) within ten (10) days of the expiration
                of the then current policies. If Tenant fails to provide such
                certificates as required, Landlord may obtain the required
                insurance and charge Tenant all costs therefor as provided by
                Paragraph 9.6 of the Lease.

        5.      Nothing in this Amendment is intended or shall be interpreted as
                diminishing any rights of Dynex Financial, Inc. concerning the
                amount and the disposition of insurance proceeds or any other
                topic covered hereby. In the event of a foreclosure or if Tenant
                receives a written notification from Dynex Financial, Inc. that
                Landlord is in default under any loan agreement - upon which
                Tenant may rely until such is revoked by Dynex Financial, Inc.
                or by a court order - Tenant agrees that Dynex Financial, Inc.
                will be able to exercise all rights that Landlord would
                otherwise have concerning all insurance matters.

        Except as specifically amended by the foregoing, the provisions of the
Lease, as heretofore amended, will remain unchanged.

        This agreement will become effective upon the execution thereof by the
last of Landlord, Tenant, and Dynex Financial, Inc. but will be retroactive to
September l, 1999.


LANDLORD:                                     SE Yorba Linda LLC

Date:                                         /s/ Mark A. Spiegel
     ----------------------                   ---------------------------------
                                              By: Mark A. Spiegel


                                              AWI Yorba Linda LLC

                                              /s/ Mark A. Spiegel
                                              ---------------------------------
                                              By: Mark A. Spiegel


                                              AAS/BLS Yorba Linda LLC

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



                                       2

<PAGE>

                                              By: Albert A. Spiegel

TENANT:                                       Unit Instruments, Inc.

Date:
     ----------------------                   ---------------------------------
                                              By:
                                              Its:



Dynex Financial, Inc.                         ---------------------------------
                                              By:
Date:                                         Its:
     ----------------------



                                       3