<PAGE>

                                                                   EXHIBIT 10.34



                            STANDARD INDUSTRIAL LEASE

                                      (NET)

                             Basic Lease Information

                                Table of Contents

Paragraph                                                               Page

 1.   Premises                                                            1
 2.   Term                                                                1
 3.   Rent                                                                1
 4.   Taxes                                                               2
 5.   Operating Expenses                                                  3
 6.   Use                                                                 3
 7.   Utilities                                                           4
 8.   Maintenance, Repairs                                                4
 9.   Alterations and Window Coverings                                    5
10.   Insurance and Indemnity                                             5
11.   Damage or Destruction                                               6
12.   Eminent Domain                                                      6
13.   Assignment and Subletting                                           6
14.   Rules & Regulations                                                 9
15.   Default by Tenant                                                   9
16.   Landlord's Right to Cure Defaults                                  10
17.   Default by Landlord                                                10
18.   Security Deposit                                                   10
19.   Estoppel Certificate                                               10
20.   Subordination                                                      10
21.   Attorneys' Fees                                                    11
22.   Notices                                                            11
23.   Landlord's Scope of Work                                           11
24.   General Provisions                                                 11
25.   Exhibits                                                           12



Exhibits and Addendum

      Exhibit A - Diagram of Premises
      Exhibit B - Rules and Regulations


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                            STANDARD INDUSTRIAL LEASE

                                      (NET)

                    This Lease is made and entered as of the Effective Date,

         April 10, 2001 by and between San Tomas Investors II ("Landlord  ")

         and Applied Imaging Corp. ("Tenant").


                                   WITNESSETH

     1.   Premises.

          (a) Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord for the term of this Lease and at the rental and upon the conditions
set forth below, the premises described in the Basic Lease Information and
identified on the space plan attached hereto as Exhibit A. Subject to any
obligations of Landlord as set forth in an exhibit to this Lease covering
initial improvement of the premises, Tenant shall accept the premises in its
"as-is" condition at the commencement of the term. Other than as expressly set
forth in this Lease, there are no implied warranties of merchantability,
habitability, fitness for a particular purpose or otherwise with respect to the
premises. Tenant acknowledges that neither Landlord nor its authorized
representatives have made any warranties and/or representations, whether express
or implied, written or verbal, as to the permitted use that can be made of the
premises or the building under existing laws, including without limitation, the
present general plan of the City and/or County in which the premises are
located, zoning ordinances, and any other existing future restrictions that
currently pertain or may in the future pertain to the premises. The premises are
located within the building commonly known as described in the Basic Lease
Information (the "Building"). Landlord further reserves the exclusive right to
the roof and exterior surface of sidewalls and appurtenances except as provided
in the Lease. Landlord reserves the right from time to time to relocate and
alter the configuration of parking and Common Area within and adjacent to the
Building. The premises, the Building and the legal parcel(s) on which the
Building and related parking areas and structures and other appurtenances are
located, are collectively, the "Property".

          (b) At the expiration of the tenancy hereby created, Tenant shall
surrender the premises in the same condition as the premises were in upon
delivery of possession thereto under this Lease, reasonable wear and tear
excepted, and shall surrender all keys for the premises to Landlord at the place
then fixed for the payment of rent and shall inform Landlord of all combinations
on locks, safes and vaults, if any, in the premises. Tenant shall remove all its
trade fixture, and at Landlord's sole option, any alterations or improvements
made by Tenant before surrendering the premises as aforesaid and shall repair
any damage to the premises caused thereby. Tenant's obligations to observe or
perform this covenant shall survive the expiration or other termination of the
term of this Lease.

     2. Term. The term of this Lease shall commence and, unless sooner
terminated as hereinafter provided, shall end on the dates respectively
specified in the Basic Lease Information. If Landlord, for any reason
whatsoever, cannot deliver possession of the premises to Tenant on the Date of
Term Commencement, this Lease shall not be void or voidable, nor shall Landlord
be liable to Tenant for any loss or damage resulting therefrom, but in that
event, subject to any contrary provisions in any agreement with Landlord
covering initial improvement of the premises, rental shall be waived for the
period between commencement of the term and the time when Landlord can deliver
possession. Any delay in delivery of possession of the premises shall not extend
the expiration date of this lease.

     3. Rent.

          (a) Tenant shall pay to Landlord as rental the amount specified in the
Basic Lease Information as the Base Rent, payable upon Tenant's execution of
this Lease and in advance on or before the first day of each and every
successive calendar month following commencement of the term during the term. If
the term commences on other than the first day of a calendar month, the first
payment of rent shall be appropriately prorated on the basis of a 30-day month.

          (b) Effective as of each anniversary date of the commencement of the
term, the Base Rent shall be increased to equal the sum of (i) the Base Rent as
specified in the Basic Lease Information, plus (ii) the product obtained by
multiplying such amount by the percentage increase in the Consumer Price Index
measured from the measuring month two months preceding the commencement of the
term to the measuring month two months preceding the anniversary date in
question. As used herein, the term "Consumer Price Index" shall mean the United
States Department of Labor's Bureau of Labor Statistics' Consumer Price Index,
All Urban Consumers, All Items, San Francisco-Oakland-San Jose, California
(1982-84 equals 100), or the successor of such index. Tenant shall continue
paying the current Base Rent until the increased Base Rent has been calculated.
Upon such calculation, Landlord shall give notice to Tenant of the amount of the
new Base Rent which shall be due and payable effective as of the anniversary
date and Tenant shall upon the giving of such notice pay Landlord any shortage
in Base Rent accruing between the current anniversary date and the date of the
notice.


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          (c) Tenant shall pay, as additional rent, all amounts of money
required to be paid to Landlord by Tenant hereunder in addition to monthly rent,
whether or not the same be designated "additional rent." If such amounts are not
paid at the time provided in this Lease, they shall nevertheless be collectible
as additional rent with the next installment of monthly rent thereafter falling
due, but nothing herein contained shall be deemed to suspend or delay the
payment of any amount of money at the time the same becomes due and payable
hereunder, or limit any other remedy of Landlord.

          (d) Tenant hereby acknowledges that late payment by Tenant to Landlord
of rent and other amounts due hereunder will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to, processing
and accounting charges, and late charges which may be imposed on Landlord by the
terms of any loan secured by the Building. Accordingly, if any installment of
rent or any other sums due from Tenant shall not be received by Landlord within
five days following the date due, Tenant shall pay to Landlord a late charge
equal to ten percent (10%) of such overdue amount. The parties hereby agree that
such late charge represents a fair and reasonable estimate of the costs Landlord
will incur by reason of late payment by Tenant. Acceptance of such late charge
by Landlord shall in no event constitute a waiver of Tenant's default with
respect to such overdue amount, nor prevent Landlord from exercising any of the
other rights and remedies granted hereunder.

          (e) Any amount due to Landlord, if not paid when due, shall bear
interest from the date due until paid at the rate of 10% per annum. Provided
that interest shall not be payable on late charges incurred by Tenant to the
extent such interest would cause the total interest to be in excess of that
legally permitted.

          (f) All payments due from Tenant to Landlord hereunder shall be made
to Landlord without deduction or offset in lawful money of the United States of
America at the address for payment set forth in the Basic Lease Information, or
to such other person or at such other place as Landlord may from time to time
designate by notice to Tenant.

          (g) Tenant acknowledges that there exists a license from the Principal
Mutual Life Insurance Company which permits the Tenant to pay rent to San Tomas
Investors II. Tenant further acknowledges that the Principal Mutual Life
Insurance Company has the right to revoke such license and that upon such
revocation the Tenant will pay rent at such address as the Principal Mutual Life
Insurance Company may direct by written notice to Tenant.

          (h) Landlord may require Tenant to make any payment due payable by
cashier's check or money order if (1.) a three day notice has been issued, (2.)
the payment is being made after the tenth day of the month, or (3.) if a
previous check has been returned for insufficient funds.

          (i) Under the terms of this Lease numerous charges are and may be due
from Tenant to Landlord including, without limitation, estimated/actual Common
Area charges, estimated/actual real estate taxes, estimated/actual insurance
reimbursement, late charges and other items of similar nature including advances
made by Landlord in respect of Tenant's default at Landlord's option. In the
event that at any time during the term of this Lease there is a bona fide
dispute between the parties as to the amount due for any of such charges claimed
by Landlord to be due, the amount demanded by Landlord shall be paid by Tenant
in full when due until otherwise ultimately resolved by the written resolution
of the dispute between the parties or by litigation. Failure by the Tenant to
pay the entire disputed sums when due until resolution or judgment shall
constitute a material default under the terms of the Lease. Further, Landlord or
Tenant may pursue payment as a provisional remedy in Small Claims Court without
waiving the remaining terms and conditions of this Lease Agreement. Such legal
action shall not be a waiver of any subsequent breach of Tenant. Still further,
the remedies herein shall be in addition to all other remedies, legal and
equitable, available to Landlord.

     4. Taxes.

          (a) Tenant shall pay before delinquency any and all taxes,
assessments, license fees, and public charges levied, assessed, or imposed, and
which become payable during the term upon Tenant's fixtures, improvements,
alterations, or additions, furniture, appliances and personal property installed
or located in the premises.

          (b) Tenant shall pay upon demand during the term hereof it's
percentage share, as specified in the Basic Lease Information, of all Real
Property Taxes, gross rental receipts taxes and general or special assessments.

          (c) The term "Real Property Taxes" shall mean all real property taxes
and personal property taxes, licenses, charges and assessments which are levied,
assessed or imposed by any governmental or quasi-governmental authority,
improvement or assessment district with respect to the Property, any other
fixtures, improvements, equipment or other property of Landlord, real or
personal, located in the project and used in connection with the operation
thereof, whether or not now customary or within the contemplation of the parties
hereto, including, without limitation, any taxes, charges or assessments for
public improvements, services or benefits, irrespective of when commenced or
completed, transit fees, parking charges or fees, housing funds, education
funds, street, highway or traffic fees, as well as any tax which shall be levied
or assessed in addition to or in lieu of such taxes, any charge upon Landlord's
business of leasing of the project and any costs or expenses of contesting any
such taxes, licenses, charges or assessments, but excluding any federal or state
income or gift tax or any franchise, capital stock, estate or inheritance taxes.
In the event that it shall not be lawful for Tenant to reimburse Landlord for
Tenant's percentage share of any property tax, as defined herein, the rent
payable to Landlord under this Lease shall be revised to yield to Landlord the


<PAGE>



same net rent from the premises after imposition of any such tax upon Landlord
as would have been received by Landlord hereunder prior to the imposition of any
such tax.

     5. Operating Expenses.

          (a) Tenant agrees to pay upon demand during the term of the Lease and
subject to the limitation as hereinafter set forth, as further additional rent,
Tenant's Percentage Share of all Operating Expenses paid or incurred by
Landlord.

          (b) Said Percentage Share of Operating Expenses shall be paid to
Landlord, (a) upon presentation of invoice setting forth such share of Operating
Expenses and/or (b) at the option of Landlord, paid to Landlord monthly, in
advance, Tenant's share of an amount estimated by Landlord, which estimated
amount shall be reconciled at the end of each calendar year as compared with
Landlord's actual expenditure for Operating Expenses as provided in the
Addendum.

          (c) For purposes of this Section 5, "Operating Expenses" shall mean
the total cost and expense incurred in operating and maintaining the Property,
including, without limitation: (a) all license, permit and inspection fees, (b)
premiums for any insurance maintained by Landlord with respect to the Property
including property damage, extended coverage, earthquake and flood insurance,
and such other endorsements covering hazards normally insured by commercial
property owners; (c) repairs; (d) line painting; (e) lighting; (f) signing; (g)
sanitary control; (h) supplies; (i) removal of trash, rubbish, garbage and other
refuse; (j) security services; (k) reasonable reserves for replacements and
repairs; (l) the cost of any capital improvement made to structures or added to
the common areas due to governmental requirements amortized over a reasonable
period with interest at ten percent(10%) per annum on the unamortized cost; (m)
management; (n) bookkeeping; and (o) the costs of personnel to implement such
services and to direct parking and otherwise regulate, maintain and repair the
building(s) and the common facilities; (p) utilities; (q) janitorial, heating,
ventilating and air conditioning services; (r) increased interest expense caused
by rate increases on Landlord's debt service; (s) wages, salaries, fringe
benefits and payroll burden of employees; (t) project office rent or rental
value; (u) depreciation on personal property; (v) the cost of capital
improvements to the Building or Common Areas anticipated to reduce other
Operating Expenses; and (w) gardening and landscaping. "Common Areas" shall mean
all areas, spaces, equipment and special services provided by Landlord for
common or joint use or benefit of the occupants of the Building, their
employees, agents and customers, including without limitation, parking areas,
driveways, landscaped areas, sidewalks, restrooms, retaining walls, etc.

     6. Use.

          (a) The premises shall be used and occupied by Tenant for the use set
forth in the Basic Lease Information and in accordance with the Rules and
Regulations attached to this Lease as Exhibit B and for no other purpose. Tenant
shall, at Tenant's expense, comply promptly with all applicable statutes,
ordinances, rules, regulations, orders and requirements in effect during the
term regulating the use by Tenant of the premises including the installation of
additional facilities as required for the conduct and continuance of Tenant's
business. Tenant shall not use or permit the use of the premises or Common Area
in any manner that will tend to create waste or a nuisance, or which tends or
does unreasonably disturb other tenants of the Building or adjacent buildings,
nor shall Tenant, its employees, agents or invitees damage the premises, the
Building or related improvements, nor place or maintain any signs on or visible
from the exterior of the premises without Landlord's written consent, or use any
corridors, sidewalks or other areas outside of the premises for storage or any
purpose other than access to the premises. Notwithstanding any other provision
of this Lease, Tenant shall not use, keep or permit to be used or kept on the
premises any foul or noxious gas, article or substance, nor shall Tenant do or
permit to be done anything in and about the premises, either in connection with
activities hereunder expressly permitted or otherwise, which are not permitted
would cause an increase in premiums payable under, or a cancellation of, any
policy of insurance maintained by Landlord in connection with the premises or
the Building or which would violate the terms of any covenants, conditions or
restrictions affecting the Building or the land on which it is located.

          (b) Without Landlord's prior consent, which may be withheld in its
absolute discretion, Tenant shall not cause, or allow anyone else to cause, any
Hazardous Materials to be used, generated, stored, or disposed of on or about
the premises or the Building other than reasonable quantities of office and
cleaning supplies in their retail containers. Tenant shall strictly comply with
all statutes, laws, ordinances, rules, regulations, and precautions now or
hereafter mandated or advised by any federal, state, local or other governmental
agency with respect to the use, generation, storage, or disposal of hazardous,
toxic, or radioactive materials (collectively, "Hazardous Materials"). As herein
used, Hazardous Materials shall include, but not be limited to, those materials
identified in Sections 66680 through 66685 of Title 22 of the California Code of
Regulations, Division 4, Chapter 30, as amended from time to time, and those
substances defined as "hazardous substances," "hazardous materials, "hazardous
wastes," "chemicals known to cause cancer or reproductive toxicity,"
"radioactive materials," or other similar designations in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. Section 9601 et seq., the Resource Conservation and Recovery Act, 42
U.S.C. Section 6901 et seq., the Hazardous Materials Transportation Act, 49
U.S.C. Section 1801 et seq., 33 U.S.C. Section 1251 et seq., 42 U.S.C. Section
300(f) et seq., 42 U.S.C. 7401 et seq., California Health and Safety Code
Section 25249.5 et seq., California Water Code Section 13000 et seq., California
Health and Safety Code Section 39000 et seq. and any other governmental
statutes, ordinances, rules, regulations, and precautions adopted pursuant to
the preceding laws or other similar laws, regulations and guidelines now or
hereafter in effect. Tenant shall defend (with counsel approved by Landlord),
indemnify and hold Landlord, its employees and agents, any

<PAGE>



entity having a security interest in the premises or the Building, and its and
their employees and agents (collectively, "Indemnities") harmless from and
against, and shall reimburse the Indemnities for, all liabilities, claims,
costs, damages, and depreciation of property value, including all foreseeable
and unforeseeable consequential damages, directly or indirectly arising out of
the use, generation, storage, or disposal of Hazardous Materials by Tenant or
any person claiming under Tenant, including, without limitation, the cost of any
required or necessary investigation, monitoring, repair, cleanup, or
detoxification and the preparation of any closure or other required plans,
whether such action is required or necessary prior to or following the
termination of this Lease, as well as penalties, fines and claims for
contribution to the full extent that such action is attributable, directly or
indirectly, to the use, generation, storage, or disposal of Hazardous Materials
by Tenant or any person claiming under Tenant. Neither the consent by Landlord
to the use, generation, storage, or disposal of Hazardous Materials nor the
strict compliance by Tenant with all statutes, laws, ordinances, rules,
regulations, and precautions pertaining to Hazardous Materials shall excuse
Tenant from Tenant's obligation of indemnification set forth above. Tenant's
obligations under this paragraph 6 shall survive expiration or termination of
this Lease.

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

          (d) Tenant Remediation. Tenant shall not cause or permit any Hazardous
Substance to be spilled or released in, on, under, or about the Premises
(including through the plumbing or sanitary sewer system) and shall promptly, at
Tenant's expense, take all investigatory and/or remedial action reasonably
recommended, whether or not formally ordered or required, for the cleanup of any
contamination of, and for the maintenance, security and/or monitoring of the
Premises or neighboring properties, that was caused or materially contributed to
by Tenant, or pertaining to or involving any Hazardous Substance brought onto
the Premises during the term of this Lease, by or for Tenant, or any third
party.

          (e) Tenant shall not place or suffer to be placed or maintained, on
any exterior door, wall or window of the premises, on any part of the real
property upon which the premises are located, any sign, awning or canopy, or
advertising matter or other thing of any kind, and will not place or maintain
any decoration, lettering or advertising matter on the glass of any window or
door of the premises without first obtaining Landlord's written approval and
consent. Tenant further agrees to maintain such sign, awning, canopy,
decoration, lettering, advertising matter or thing as may be approved, in good
condition and repair at all times. Tenant agrees, at Tenant's sole cost, to
obtain a sign in strict conformance with Landlord's sign criteria as to design,
material, color, location, size, letter style, and method of installation.

     7. Utilities. Tenant shall pay for all water, sewer, gas, electricity,
heat, cooling energy, telephone, refuse collection and other utility-type
services furnished to Tenant or the premises, together with any related
installation or connection charges or deposits. Whenever it is practical to do
so, such services shall be separately metered or charged to Tenant by the
provider thereof and paid for by Tenant. To the extent any of the foregoing
services are provided by Landlord, Tenant shall reimburse Landlord for all costs
incurred by Landlord in the amounts specified in the Basic Lease Information.
Landlord may bill Tenant on a monthly or other periodic basis for such services
and payment shall be made by Tenant within five (5) days after submittal of
Landlord's statement. Landlord shall not be liable in damages, consequential or
otherwise, nor shall there be any rent abatement, arising out of any curtailment
or interruption whatsoever in utility services.

     8. Maintenance & Repairs of Leased Premises.

          (a) Tenant shall, at its sole cost, keep and maintain the premises and
appurtenances and every part thereof (excepting exterior surface of walls and
roof which Landlord agrees to repair at Tenant's expense under the provisions of
paragraph 5 herein) including windows, doors and all door hardware, any store
front and the interior of the premises, including electrical, plumbing,
lighting, heating and air conditioning systems, in good and sanitary order,
condition and repair. Tenant shall, at its sole cost, keep and maintain all
utilities, fixtures and mechanical equipment used by Tenant in good order,
condition, and repair. In the case of equipment installed by Landlord for Tenant
where Tenant is responsible for maintenance of the equipment, such maintenance
will be provided by a reputable maintenance service company acceptable to
Landlord at Tenant's expense. Tenant shall deliver evidence of the execution and
continuance of such service contract will be provided to Landlord within thirty
(30) days after commencement of Lease.

          (b) Tenant hereby acknowledges that the late delivery by Tenant to
Landlord of a copy of a mechanical equipment maintenance contract referred to
above will cause Landlord to incur costs not contemplated by this lease, the
exact amount of which will be extremely difficult to ascertain. Accordingly, if
such evidence of a contract required to be delivered by Tenant to Landlord
within the time prescribed above Tenant shall pay to Landlord a charge in the
sum of $300.00. The parties of this Lease hereby agree that such charge
represents a fair and reasonable estimate of the costs Landlord will incur by
reason of a late delivery by Tenant and acceptance of such charge by Landlord
shall in no event constitute a waiver of Tenant's default with respect to such
late delivery nor prevent Landlord from exercising any of the other rights and
remedies available to Landlord as a result of such default.

          (c) If Tenant refuses or neglects to make repairs properly as required
hereunder and to the reasonable satisfaction of Landlord, as soon as reasonably
possible after written demand, Landlord may make such repairs without liability
to Tenant for any loss or damage that may accrue to Tenant's merchandise,
fixtures, or other property, or to Tenant's business by reason thereof, and upon
completion thereof, Tenant shall pay Landlord's costs for


<PAGE>



making such repairs plus twenty percent (20%) per annum on said costs from the
date of completion of repairs by Landlord.

     9. Alterations and Window Coverings.

          (a) Tenant shall not, without Landlord's prior consent, make any
alterations, improvement or additions in or about the premises. As a condition
to giving such consent, Landlord may require, among other things, reasonable
changes to drawings and specifications that Tenant remove any such alterations,
improvements or additions (including electrical, telephone and/or computer
network wiring) at the expiration or earlier termination of the term and restore
the premises to their prior condition and that Tenant provide "as-built"
drawings and specifications of the work. In addition, as a condition to its
consent, Landlord shall be provided by Tenant adequate assurance that all
contractors who will perform such work have in force workers' compensation and
such other employee and public liability insurance as Landlord deems necessary.
In no event shall any alterations or improvements affect the structure of the
Building. Before commencing any work relating to alterations, additions or
improvements affecting the premises, Tenant shall notify Landlord of the
expected date of commencement thereof and of the anticipated cost thereof, and
shall furnish complete drawings and specifications describing such work as well
as such information as shall reasonably be requested by Landlord substantiating
Tenant's ability to pay for such work. Landlord shall then have the right at any
time and from time to time to post and maintain on the premises such notices as
Landlord reasonably deems necessary to protect the premises, the Building and
Landlord from mechanics' liens or any other liens. In any event, Tenant shall
pay when due all claims for labor or materials furnished to or for Tenant at or
for use in the premises. Tenant shall not permit any mechanics' liens to be
levied against the premises for any labor or materials furnished to Tenant or
claimed to have been furnished to Tenant or to Tenant's agents or contractors in
connection with work of any character performed or claimed to have been
performed on the premises by or at the direction of Tenant. All alterations,
improvements or additions in or about the premises performed by or on behalf of
Tenant shall be done by contractors designated or approved by Landlord, in a
first-class, workmanlike manner which does not disturb or interfere with other
tenants and in compliance with all applicable laws, ordinances, regulations and
orders of any governmental authority having jurisdiction thereover, as well as
the requirements of insurers of the premises and the Building. Prior to the
commencement of any such work, if Landlord so requests, Tenant shall furnish to
Landlord performance and payments bonds in a form and issued by a surety
reasonably acceptable to Landlord in an amount equal to the cost of such work of
alteration, improvement or addition, and evidence that any contractor(s)
retained by Tenant have adequate insurance. Notwithstanding anything in this
paragraph 9 to the contrary, upon Landlord's request, Tenant shall remove any
contractor, subcontractor or material supplier from the premises and the
Building if the work or presence of such person or entity results in labor
disputes in or about the Building or damage to the premises or the Building.
Upon completion of work performed for Tenant, at Landlord's request Tenant shall
deliver to Landlord evidence of full payment therefor and full and unconditional
waivers and releases of liens for all labor, services and/or materials used.
Unless Landlord requires their removal, as set forth above, all alterations,
improvements or additions which may be made on the premises shall become the
property of Landlord and remain upon and be surrendered with the premises at the
termination or expiration of the term; provided, however, that Tenant's
machinery, equipment and trade fixtures, other than any which may be affixed to
the premises so that they cannot be removed without material damage to the
premises, shall remain the property of Tenant and shall be removed by Tenant.

          (b) Landlord reserves the right to restrict access to the Building's
electrical and telephone rooms to contractors approved by Landlord.

          (c) Landlord shall select a standard window covering and color,
throughout the Building(s) and Tenant shall use and maintain this standard
material for any windows which shall be covered.

     l0. Insurance and Indemnity.

          (a) Tenant shall obtain and maintain during the term of this Lease
commercial general liability insurance covering the premises and Common Area
with a combined single limit for personal injury and property damage in an
amount not less than $2,000,000, and employer's liability and workers'
compensation insurance as required by law. Tenant's commercial general liability
insurance policy shall be endorsed to provide (1) that it may not be canceled
without thirty (30) day's prior written notice to Landlord, (2) Landlord is
named as additional insured, (3) the insurer acknowledges acceptance of the
mutual waiver of claims by Landlord and Tenant pursuant to subparagraph (b)
below, (4) that such insurance is primary with respect to Landlord and its
property manager and that any other insurance maintained by Landlord or such
property manager is excess and noncontributing with such insurance, (5) blanket
contractual liability coverage, broad form property damage coverage and products
and completed operations coverage (where applicable), (6) for employee's
automobile non-ownership liability, and (7) for coverage on an occurrence,
rather than claims-made, basis. If, in the opinion of Landlord's insurance
adviser, based on a substantial increase in recovered liability claims
generally, the specified amounts of coverage are no longer adequate, within
thirty (30) days following Landlord's request, such coverage shall be
appropriately increased. Tenant shall also obtain and maintain insurance
("Personal Property Insurance") covering Tenant's personal property and fixtures
from to time in, on, or at the premises, in an amount not less than 100% of the
full replacement cost, without deduction for depreciation, providing protection
against events protected under "Special Form Coverage," as well as against
sprinkler damage, vandalism, and malicious mischief. Any proceeds from the
Personal Property Insurance shall be used for the repair or replacement of the
property damaged or destroyed, unless this Lease is terminated under an
applicable provision herein. Prior to the commencement of the term, Tenant shall
deliver to Landlord duplicates of such policies or certificates thereof with
endorsements, and at least ten (10) days prior to the expiration of such policy
or any renewal thereof, Tenant shall deliver to Landlord replacement or renewal
binders, followed by duplicate policies or certificates within a reasonable time
thereafter. Tenant hereby acknowledges that the late delivery by Tenant to
Landlord of the Insurance certificates or policies referred to above will cause
Landlord


<PAGE>


to incur costs not contemplated by this lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges and penalties which may be imposed on Landlord
by the terms of any mortgage or trust deed covering the premises. Accordingly,
if any Insurance certificate or policy required to be delivered by Tenant above
shall not be received by Landlord prior to policy expiration or renewal, Tenant
shall pay to Landlord a charge in the sum of $300.00. The parties hereby agree
that such charge represents a fair and reasonable estimate of the costs Landlord
will incur by reason of late delivery by Tenant, and acceptance of such charge
by Landlord shall in no event constitute a waiver of Tenant's default with
respect to such late delivery, nor prevent Landlord from exercising any of the
other rights and remedies available to Landlord as a result of such default.
Tenant shall have the right to provide all insurance coverage required herein to
be provided by Tenant pursuant to blanket policies so long as such coverage is
expressly afforded by such policies.

          (b) Landlord hereby waives all claims against Tenant, and Tenant's
officers, directors, partners, employees, agents and representatives for loss or
damage to the extent that such loss or damage is insured against under any valid
and collectable insurance policy insuring Landlord or would have been insured
against but for any deductible amount under any such policy, and Tenant waives
all claims against Landlord including Landlord's trustees, officers, directors,
partners, employees, agents and representatives for loss or damage to the extent
such loss or damage is insured against under any valid and collectable insurance
policy insuring Tenant or required to be maintained by Tenant under this Lease,
or would have been insured against but for any deductible amount under any such
policy.

          (c) As insurance is available to protect it, and to the extent such
waiver does not violate public policy, Tenant hereby waives all claims against
Landlord for damage to any property or injury to or death of any person in, upon
or about the premises or the Building arising at any time and from any cause,
and Tenant shall hold Landlord harmless from and defend Landlord against (i) all
claims for damage to any property or injury to or death of any person arising in
or from the use of the premises by Tenant, except as to Landlord or any of its
agents, employees or contractors, such as is caused by the sole negligence or
willful misconduct of Landlord, its agents, employees or contractors otherwise
entitled to indemnification, or (ii) arising from the negligence or willful
misconduct of Tenant, its employees, agents or contractors in, upon or about
those portions of the Building other than the premises. The foregoing indemnity
obligation of Tenant shall include attorneys' fees, investigation costs and all
other costs and expenses incurred by Landlord from the first notice that any
claim or demand is to be made or may be made. The provisions of this paragraph
10 shall survive the expiration or termination of this Lease with respect to any
damage, injury or death occurring prior to such time.

     11. Damage or Destruction.

          (a) If during the term the premises are totally or partially
destroyed, or any other portion of the Building is damaged in such a way that
Tenant's use of the premises is materially interfered with, from a risk which is
wholly covered by insurance proceeds made available to Landlord for such
purpose, Landlord shall proceed with reasonable diligence to repair the damage
or destruction and this Lease shall not be terminated; provided, however, that
if in the opinion of Landlord's architect or contractor the work of repair
cannot be completed in 90 days following such damage or destruction, Landlord
may at its election terminate the Lease by notice given to Tenant within 30 days
following the event or such longer period as may reasonably be necessary to
obtain information from its architect or contractor.

          (b) If during the term the premises are totally or partially
destroyed, or any other portion of the Building is damaged in such a way that
Tenant's use of the premises is materially interfered with, from a risk which is
not wholly covered by insurance proceeds made available to Landlord for repair
or reconstruction, Landlord may at its election by notice to Tenant given within
30 days following the event or such longer period as may reasonably be necessary
for Landlord to obtain information from its architect or contractor, either
restore the premises or terminate this Lease.

          (c) In case of destruction or damage which materially interferes with
Tenant's use of the premises, if this Lease is not terminated as above provided,
rent shall be abated during the period required for the work of repair based
upon the degree of interference with Tenant's use of the premises. Except for
abatement of rent, Tenant shall have no claim against Landlord for any loss
suffered by Tenant due to damage or destruction of the premises or any work of
repair undertaken as herein provided. Tenant expressly waives the provisions of
Section 1932 and Section 1933(4) of the California Civil Code which are
superseded by this paragraph 11.

     12. Eminent Domain. If all or any part of the premises shall be taken as a
result of the exercise of the power of eminent domain or sold by Landlord under
threat thereof, this Lease shall terminate as to the part so taken as of the
date of taking or sale and, in the case of a partial taking, either Landlord or
Tenant shall have the right to terminate this Lease as to the balance of the
premises by notice to the other within 30 days after such date if the portion of
the premises taken shall be of such extent and nature as substantially to
handicap, impede or impair Tenant's use of the balance of the premises for
Tenant's purposes. In the event of any taking or such sale, Landlord shall be
entitled to any and all compensation, damages, income, rent, awards, or any
interest therein whatsoever which may be paid or made in connection therewith,
and Tenant shall have no claim against Landlord for the value of any unexpired
term of this Lease or otherwise. In the event of a partial taking of the
premises which does not result in a termination of this Lease, the monthly
rental thereafter to be paid shall be equitably reduced on a square footage
basis.

     13. Assignment and Subletting.

          (a) Tenant shall not assign this Lease or any interest herein or
sublet the premises or any part thereof without the prior consent of Landlord,
which consent shall not be unreasonably withheld. Tenant shall not


<PAGE>


hypothecate this Lease or any interest herein or permit the use of the premises
by any party other than Tenant without the prior consent of Landlord, which
consent may be withheld by Landlord in its absolute discretion. This Lease shall
not, nor shall any interest herein, be assignable as to the interest of Tenant
by operation of law without the consent of Landlord. Any of the foregoing acts
without such consent shall be void and shall, at the option of Landlord,
terminate this Lease. In connection with each consent requested by Tenant,
Tenant shall submit to Landlord the terms of the proposed transaction, the
identity of the parties to the transaction, the proposed documentation for the
transaction, current financial statements of any proposed assignee or sublessee,
any other information reasonably requested by Landlord concerning the proposed
transaction and the parties involved therein, and a five hundred ($500.00) fee
for Landlord's legal and administrative expenses. As a further condition to any
consent granted by Landlord, the proposed assignee or sublessee shall agree in
writing to perform for the benefit of Landlord all of the Tenant's obligations
under this Lease or so much thereof as are allocable to any portion of the
premises proposed to be sublet.

          (b) Without limiting the other instances in which it may be reasonable
for Landlord to withhold its consent to an assignment or subletting, Landlord
and Tenant acknowledge that it shall be reasonable for Landlord to withhold its
consent in the following instances:

               (1) the proposed assignee or subtenant is a governmental agency;

               (2) in Landlord's reasonable judgment, the use of the premises
would entail any alterations which would lessen the value of the leasehold
improvements in the premises, or would require increased services by Landlord;

               (3) in Landlord's reasonable judgment, the financial worth of the
proposed assignee or subtenant does not meet the credit standards applied by
Landlord for other tenants under leases with comparable terms, or the character,
reputation or business of the proposed assignee or sublessee is not consistent
with the quality of the other tenancies in the Building;

               (4) in Landlord's reasonable judgment, the proposed assignee or
subtenant does not have a good reputation as a tenant of property;

               (5) Landlord has received from any prior landlord to the proposed
assignee or subtenant a negative report concerning such prior landlord's
experience with the proposed assignee or subtenant;

               (6) Landlord has experienced previous defaults by or is in
litigation with the proposed assignee or subtenant;

               (7) in Landlord's reasonable judgment, the premises, or the
relevant part thereof, will be used in a manner that will violate any negative
covenant as to use contained in any other lease of space in the Building;

               (8) the use of the premises by the proposed assignee or subtenant
will violate any applicable law, ordinance or regulation;

               (9) the proposed assignment or sublease will create a vacancy
elsewhere in the Property;

               (10) the proposed assignee or subtenant is a person with whom
Landlord is negotiating to lease space in the Property or is currently a tenant
in the Property;

               (11) the proposed assignment or sublease fails to include all of
the terms and provisions required to be included therein pursuant to this
paragraph 13;

               (12) Tenant is in default of any obligation of Tenant under this
Lease, or Tenant has defaulted under this Lease on three or more occasions
during the 12 months preceding the date that Tenant shall request consent; or

               (13) in the case of a subletting of less than the entire
premises, if the subletting would result in the division of the premises into
more than two subparcels or would require access to be provided through space
leased or held for lease to another tenant or improvements to be made outside of
the premises.

          (c) If at any time or from time to time during the term of this Lease
Tenant desires to sublet all or any part of the premises, Tenant shall give
notice to Landlord setting forth the terms of the proposed subletting and the
space so proposed to be sublet. Landlord shall have the option, exercisable by
notice given to Tenant within twenty (20) days after Tenant's notice is given,
either to sublet from Tenant such space at the rental and other terms set forth
in Tenant's notice, or, if the proposed subletting is for the entire premises
for a sublet term ending within the last year of the term of this Lease, to
terminate this Lease, in either case, effective as of the date of the proposed
subletting. If Landlord so terminates this Lease, Landlord may enter into a
lease with the proposed subtenant. If Tenant proposes to assign this Lease,
Landlord may, by notice given within twenty (20) days of Tenant's notice, elect
to terminate this Lease as of the date of the proposed assignment. If Landlord
so terminates this Lease, Landlord may, if it elects, enter into a new lease
covering the premises or a portion thereof with the intended assignee or
subtenant on such terms as Landlord and such


<PAGE>




person may agree, or enter into a new lease covering the premises or a portion
thereof with any other person; in such event, Tenant shall not be entitled to
any portion of the profit, if any, which Landlord may realize on account of such
termination and reletting. Landlord's exercise of its aforesaid option shall not
be construed to impose any liability upon Landlord with respect to any real
estate brokerage commission(s) or any other costs or expenses incurred by Tenant
in connection with its proposed subletting or assignment. If Landlord does not
exercise its options to terminate the Lease or sublet the premises, Tenant shall
be free to sublet such space to any third party on the same terms set forth in
the notice given to Landlord, subject to obtaining Landlord's prior consent as
hereinabove provided.

          (d) As used in this Paragraph 13, the term "assign" or "assignment"
shall include, without limitation, any sale, transfer or other disposition of
all or any portion of Tenant's estate under this Lease, whether voluntary or
involuntary, and whether by operation of law or otherwise including any of the
following:

               (1) If Tenant is a corporation: (i) any dissolution, merger,
consolidation or other reorganization of Tenant, or (ii) a sale of more than 50%
of the value of the assets of Tenant, or (iii) if Tenant is a corporation with
fewer than 500 shareholders, sale or other transfer of a controlling percentage
of the capital stock of Tenant. The phrase "controlling percentage" means the
ownership of, and the right to vote, stock possessing at least 50% of the total
combined voting power of all classes of Tenant's stock issued, outstanding and
permitted to vote for the election of directors;

               (2) If Tenant is a trust, the transfer of more than 50% of the
beneficial interest of Tenant, or the dissolution of the trust;

               (3) If Tenant is a partnership or joint venture, the withdrawal,
or the transfer of the interest of any general partner or joint venturer or the
dissolution of the partnership or joint venture; or

               (4) If Tenant is composed of tenants-in-common, the transfer of
interest of any co-tenants, or the partition or dissolution of the co-tenancy.

          (e) No sublessee (other than Landlord if it exercises its option
pursuant to subparagraph (c) above) shall have a right further to sublet, and
any assignment by a sublessee of its sublease shall be subject to Landlord's
prior consent in the same manner as if Tenant were entering into a new sublease.

          (f) In addition to rental otherwise payable under the Lease, in the
case of an assignment, all sums or other economic consideration received by
Tenant as a result of such assignment shall be paid to Landlord after first
deducting the unamortized cost of leasehold improvements paid for by Tenant, and
the cost of any real estate commissions incurred in connection with such
assignment. In the event such consideration is received by Tenant in
installments, the portion of each installment to be paid to Landlord shall be
determined by subtracting from the installment an amount equal to the total
amount of the foregoing permitted deductions divided by the total number of
installments.

          (g) In addition to rental otherwise payable under the Lease, in the
case of a subletting, all sums or economic consideration received by Tenant as a
result of such subletting shall be paid to Landlord after first deducting (1)
the rental due hereunder, prorated to reflect only rental allocable to the
sublet portion of the premises, (2) the cost of leasehold improvements made to
the sublet portion of the premises at Tenant's cost, amortized over the term of
this Lease except for leasehold improvements made for the specific benefit of
the sublessee, which shall be amortized over the term of the sublease, and (3)
the cost of any real estate commissions incurred in connection with such
subletting, amortized over the term of the sublease.

          (h) Regardless of Landlord's consent, no subletting or assignment
shall release Tenant of Tenant's obligations or alter the primary liability of
Tenant to pay the rental and to perform all other obligations to be performed by
Tenant hereunder. The acceptance of rental by Landlord from any other person
shall not be deemed to be a waiver by Landlord of any provision hereof. Consent
to one assignment or subletting shall not be deemed consent to any subsequent
assignment or subletting. In the event of default by any assignee of Tenant or
any successor of Tenant in the performance of any of the terms hereof, Landlord
may proceed directly against Tenant without the necessity of exhausting remedies
against such assignee or successor. Landlord may consent to subsequent
assignments or subletting of this Lease or amendments or modifications to this
Lease with assignees of Tenant, without notifying Tenant, or any successor of
Tenant, and without obtaining its or their consent thereto and such action shall
not relieve Tenant of liability under this Lease.

          (i) If Tenant shall assign or sublet the premises or request the
consent of Landlord to any assignment or subletting or if Tenant shall request
the consent of Landlord for any act that Tenant proposes to do, then Tenant
shall pay Landlord's reasonable attorneys' fees incurred in connection
therewith.

          (j) Any and all sublease agreement(s) between Tenant and any and all
subtenant(s) (which agreements must be consented to by Landlord, pursuant to the
requirements of this Lease) shall contain the following language:

     "If Landlord and Tenant jointly and voluntarily elect, for any reason
whatsoever, to terminate the Master Lease prior to the scheduled Master Lease
termination date, then this Sublease (if then still in effect) shall terminate
concurrently with the termination of the Master Lease. Subtenant expressly
acknowledges and agrees that (I) the voluntary termination of the Master Lease
by Landlord and Tenant and the resulting termination of this Sublease shall not
give Subtenant any


<PAGE>


right or power to make any legal or equitable claim against Landlord, including
without limitation any claim for interference with contract or interference with
prospective economic advantage, and (2) Subtenant hereby waives any and all
rights it may have under law or at equity against Landlord to challenge such an
early termination of the Sublease, and unconditionally releases and relieves'
Landlord, and its officers, directors, employees and agents, from any and all
claims, demands, an' and/or causes of action whatsoever (collectively,
`Claims"), whether such matters are known or unknown', latent or apparent,
suspected or unsuspected, foreseeable or unforeseeable, which Subtenant may have
arising out of or in connection with any such early termination of this
Sublease. Subtenant knowingly and intentionally waives any and all protection
which is or may be given by Section 1542 of the California Civil Code which
provides as follows: "A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected his settlement
with debtor.

     The term of this Sublease is therefore subject to early termination.
Subtenant's initials here below evidence (a) Subtenant's consideration of and
agreement to this early termination provision, (b) Subtenant's acknowledgment
that, in determining the net benefits to be derived by Subtenant under the terms
of this Sublease, Subtenant has anticipated the potential for early termination,
and (c) Subtenant's agreement to the general waiver and release of Claims
above."

     14. Rules & Regulations. Tenant shall faithfully observe and comply with
the rules and regulations attached to this Lease as Exhibit B, and, after notice
thereof, all reasonable modifications thereof and additions thereto from time to
time promulgated in writing by Landlord. Landlord shall not be responsible to
Tenant for the nonperformance by any other tenant or occupant of the Building of
any of said rules and regulations, but Landlord shall use good faith efforts to
enforce the rules and regulations consistently.

     15. Default by Tenant.

          (a) Any of the following events shall constitute events of default
under this Lease:

               (1) a default by Tenant in the payment of any rent or other sum
payable hereunder when due;

               (2) a default by Tenant in the performance of any of the other
terms, covenants, agreements or conditions contained herein and, if the default
is curable, the continuation of such default for a period of 10 days after
notice by Landlord or beyond the time reasonably necessary for cure if the
default is of the nature to require more than 10 days to remedy, provided that
if Tenant has defaulted in the performance of the same obligation more than one
time in any twelve-month period and notice of such default has been given by
Landlord in such instance, no cure period shall thereafter be applicable
hereunder;

               (3) the bankruptcy or insolvency of Tenant, any transfer by
Tenant in fraud of creditors, assignment by Tenant for the benefit of creditors,
or the commencement of any proceedings of any kind by or against Tenant under
any provision of the Federal Bankruptcy Act or under any other insolvency,
bankruptcy or reorganization act unless, in the event any such proceedings are
involuntary, Tenant is discharged from the same within 60 days thereafter; the
appointment of a receiver for a substantial part of the assets of Tenant; or the
levy upon this Lease or any estate of Tenant hereunder by any attachment or
execution; or

               (4) the abandonment of the premises which for the purpose of this
sub-paragraph shall be deemed to occur when Tenant allows the premises to be
unoccupied by Tenant or its employees for a period longer than ten (10)
consecutive days during the term of this Lease.

          (b) Upon the occurrence of any event of default by Tenant hereunder,
Landlord may, at its option and without any further notice or demand, in
addition to any other rights and remedies given hereunder or by law, do any of
the following:

               (1) Landlord shall have the right, so long as such default
continues, to give notice of termination to Tenant, and on the date specified in
such notice this Lease shall terminate.

               (2) In the event of any such termination of this Lease, Landlord
may then or at any time thereafter, re-enter the premises and remove therefrom
all persons and property and again repossess and enjoy the premises, without
prejudice to any other remedies that Landlord may have by reason of Tenant's
default or of such termination.

               (3) In the event of any such termination of this Lease, and in
addition to any other rights and remedies Landlord may have, Landlord shall have
all of the rights and remedies of a landlord provided by Section 1951.2 of the
California Civil Code. The amount of damages which Landlord may recover in event
of such termination shall include, without limitation, (i) the worth at the time
of award (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) of
the amount by which the unpaid rent for balance of the term after the time of
award exceeds the amount of rental loss that Tenant proves could be reasonably
avoided, (ii) all legal expenses and other related costs incurred by Landlord
following Tenant's default, (iii) all costs incurred by Landlord in restoring
the premises to good order and condition, or in remodeling, renovating or
otherwise preparing the premises for reletting, and (iv) all costs (including,
without limitation any brokerage commissions) incurred by Landlord in reletting
the premises.


<PAGE>


               (4) For the purpose of determining the unpaid rent in the event
of a termination of this Lease, or the rent due hereunder in the event of a
reletting of the premises, the monthly rent reserved in this Lease shall be
deemed to be the sum of the rental due under paragraph 3 above and the amounts
last payable by Tenant pursuant to paragraph 4 and 5 above and any concessions
by Landlord as an inducement for Tenant to enter into this Lease.

               (5) Landlord's acceptance of payment from Tenant of less than the
amount of rent then due shall not constitute a waiver of any rights of Landlord
or Tenant including, without limitation, any right of Landlord to recover
possession of the premises.

               (6) After terminating this Lease, Landlord may remove any and all
personal property located in the premises and place such property in a public or
private warehouse or elsewhere at the sole cost and expense of Tenant.

          (c) Even though Tenant has breached this Lease and abandoned the
premises, this Lease shall continue in effect for so long as Landlord does not
terminate Tenant's right to possession, and Landlord may enforce all its rights
and remedies under this Lease, including the right to recover rental as it
becomes due under this Lease. Acts of maintenance or preservation, efforts to
relet the premises, or the appointment of a receiver upon initiative of Landlord
to protect Landlord's interest under this Lease, shall not constitute a
termination of Tenant's right to possession.

          (d) Tenant hereby waives all rights under California Code of Civil
Procedure Section 1179 and California Civil Code Section 3275 providing for
relief from forfeiture, and any other right now or hereafter existing to redeem
the premises or reinstate this Lease after termination pursuant to this
Paragraph 15 or by order or judgment of any court or by any legal process.

          (e) Landlord and Tenant hereby waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereby against the
other on any matters not relating to personal injury or property damage but
otherwise arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, Tenant's use or occupancy of the premises,
and any emergency statutory or any other statutory remedy.

          (f) The remedies provided for in this Lease are in addition to any
other remedies available to Landlord at law or in equity, by statute or
otherwise.

     16. Landlord's Right to Cure Defaults. If Tenant shall fail to pay any sum
of money, other than rental, required to be paid by it hereunder or shall fail
to perform any other act on its part to be performed hereunder and such failure
shall continue for 30 days after notice thereof by Landlord, Landlord may, but
shall not be obligated so to do, and without waiving or releasing Tenant from
any obligations of Tenant, make any such payment or perform any such other act
on Tenant's part to be made or performed as in this Lease provided. All sums so
paid by Landlord and all necessary incidental costs shall be deemed additional
rent hereunder and shall be payable to Landlord on demand, and Landlord shall
have (in addition to any other right or remedy of Landlord) the same rights and
remedies in the event of the nonpayment thereof by Tenant as in the case of
default by Tenant in the payment of rental.

     17. Default by Landlord. Landlord shall not be in default under this Lease
unless Landlord fails to perform obligations required of Landlord hereunder
within a reasonable time, but in no event later than 30 days after notice by
Tenant to Landlord 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.

     18. Security Deposit. On execution of this Lease Tenant shall deposit with
Landlord the sum specified in the Basic Lease Information (the "Deposit"). The
Deposit shall be held by Landlord as security for the performance by Tenant of
all of the provisions of this Lease. Following an event of default by Tenant
under this Lease, Landlord may use, apply or retain all or any portion of the
Deposit for the payment of any rent or other charge in default, or the payment
of any other sum to which Landlord may become obligated by Tenant's default, or
to compensate Landlord for any loss or damage which Landlord may suffer thereby.
If Landlord so uses or applies all or any portion of the Deposit, then within 5
days after demand therefor Tenant shall deposit cash with Landlord in an amount
sufficient to restore the Deposit to the full amount thereof, and Tenant's
failure to do so shall be a material breach of this Lease. Landlord shall not be
required to keep the Deposit separate from its general accounts. If Tenant
performs all of Tenant's obligations hereunder, the Deposit, except that portion
designated as a non-refundable cleaning deposit or so much thereof as has not
theretofore been applied by Landlord, shall be returned, without payment of
interest for its use, to Tenant (or, at Landlord's option, to the last assignee,
if any, of Tenant's interest hereunder) at the expiration of the term hereof,
and after Tenant has vacated the premises. No trust relationship is created
herein between Landlord and Tenant with respect to the Deposit.

     19. Estoppel Certificate.

          (a) Tenant shall at any time within 10 days following request from
Landlord execute, acknowledge and deliver to Landlord a statement certifying (1)
that this Lease is unmodified and in full force and effect (or, if modified,
stating the nature of such modification and certifying that this Lease, as so
modified, is in full force and effect), (2) the date to which the rent, security
deposit, and other sums payable hereunder have been paid, (3)


<PAGE>



acknowledging that there are not, to Tenant's knowledge, any uncured defaults on
the part of Landlord hereunder, or specifying such defaults, if any, which are
claimed, and (4) such other matters as may reasonably be requested by Landlord.
Any such statement may be conclusively relied upon by any prospective purchaser
or encumbrancer of the Building and other real property of which it is a part.

          (b) Tenant's failure to deliver such statement within such time shall
be conclusive upon Tenant: (1) that this Lease is in full force and effect,
without modification except as may be represented by Landlord, (2) that there
are no uncured defaults in Landlord's performance, and (3) that not more than
one month's rent has been paid in advance.

          (c) If Landlord desires to finance or refinance the Building, within
10 days of Landlord's request, Tenant shall deliver to any lender designated by
Landlord such financial statements of Tenant as may be reasonably required by
such lender. All such financial statements shall be received by Landlord in
confidence and shall be used for the purposes herein set forth.

     20. Subordination. This Lease, at Landlord's option, shall be subordinate
to any ground lease, mortgage, deed of trust, or any other hypothecation for
security now or hereafter placed upon the Building and to any and all advances
made on the security thereof and to all renewals, modifications, consolidations,
replacements and extensions thereof. If any mortgagee, beneficiary, trustee or
ground lessor shall elect to have this Lease prior to the lien of its mortgage,
deed of trust or ground lease, and shall give notice thereof to Tenant, this
Lease shall be deemed prior to such mortgage, deed of trust, or ground lease,
whether this Lease is dated prior to or subsequent to the date of said mortgage,
deed of trust or ground lease or the date of recording thereof. If any mortgage
or deed of trust to which this Lease is subordinate is foreclosed or a deed in
lieu of foreclosure is given to the mortgagee or beneficiary, Tenant shall
attorn to the purchaser at the foreclosure sale or to the grantee under the deed
in lieu of foreclosure; if any ground lease to which this Lease is subordinate
is terminated, Tenant shall attorn to the ground lessor. Tenant agrees to
execute any documents required to effectuate such subordination or to make this
Lease prior to the lien of any mortgage, deed of trust or ground lease, as the
case may be, or to evidence such attornment.

     21. Attorneys' Fees. If either party commences an action or proceeding
against the other party arising out of or in connection with this Lease, or
institutes any proceeding in a bankruptcy or similar court which has
jurisdiction over the other party or any or all of its property or assets, the
prevailing party in such action or proceeding and in any appeal in connection
therewith shall be entitled to have and recover from the unsuccessful party
reasonable attorneys' fees, court costs, expenses and other costs of
investigation and preparation. If such prevailing party recovers a judgment in
any such action, proceeding, or appeal, such attorneys' fees, court costs and
expenses shall be included in and as a part of such judgment.

     22. Notices. All communications from one party to the other given pursuant
to the terms of this Lease shall be in writing and shall be deemed to have been
fully given when served personally at the premises, deposited in the United
States mail postage prepaid, or delivered to a generally recognized overnight
courier service, charges prepaid, and addressed as follows: to Tenant at the
address specified in the Basic Lease Information or to such other place as
Tenant may from time to time designate in a notice to Landlord; to Landlord at
the address specified in the Basic Lease Information, or to such other place and
with such other copies as Landlord may from time to time designate in a notice
to Tenant; or, in the case of Tenant, delivered to Tenant at the premises.

     23. Landlord's Scope of Work. Attached hereto as Exhibit "A" and by this
reference made a part hereof, is a space plan of the premises with any notations
indicating the finishing work to be performed by Landlord. Said plan is to be
approved, signed, and returned to Landlord by or before the date specified in
the Basic Lease Information whereupon said work shall commence and be completed
in substantial compliance with the requirements of said Exhibit and in a good
and workmanlike manner on or before the date specified in the Basic Lease
Information subject only to delays occasioned by fire, insurrection, war and
other causes beyond the control of Landlord, in which event the provisions of
Paragraph 1 of the Lease shall apply.

     24. General Provisions.

          (a) This Lease shall be governed by and construed in accordance with
the laws of the State of California.

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

          (c) This Lease contains all agreements of the parties with respect to
any matter mentioned herein and supersedes any verbal and any prior written
understanding, conditions, representations, agreements or covenants, and may be
modified in writing only, signed by the parties.

          (d) No waiver by Landlord of any provision hereof shall be deemed a
waiver of any other provision or of any subsequent breach by Tenant of the same
or any other provision. Landlord's consent to or approval of any act shall not
be deemed to render unnecessary the obtaining of Landlord's consent to or
approval of any subsequent act by Tenant. The acceptance of rent or any partial
payment hereunder by Landlord shall not be a waiver of any preceding breach by
Tenant of any provision hereof, other than the failure of Tenant to pay the
particular rent accepted, regardless of Landlord's knowledge of such preceding
breach at the time of acceptance of such rent.


<PAGE>


          (e) If Tenant remains in possession of the premises or any part
thereof after the expiration of the term with the consent of Landlord, such
occupancy shall be a tenancy from month to month at a rental in the amount of
two times the last month's rental during the term plus all other charges payable
hereunder, and upon all of the terms hereof.

          (f) Subject to the provisions of this Lease restricting assignment or
subletting by Tenant, this Lease shall bind the parties, their personal
representatives, successors and assigns.

          (g) Landlord and Landlord's agents shall have the right to enter the
premises at reasonable times for the purpose of inspecting the same, posting
notices, showing the same to prospective purchasers or lenders, and making such
alterations, repairs, improvements or additions to the premises or to the
Building as Landlord may deem necessary or desirable. Landlord may at any time
during the last 120 days of the term place on or about the premises any ordinary
"For Lease" sign.

          (h) Tenant shall not conduct any auction at the premises.

          (i) The voluntary or other surrender of this Lease by Tenant, the
mutual cancellation thereof or the termination of this Lease by Landlord as a
result of Tenant's default shall, at the option of Landlord, terminate all or
any existing subtenancies or may, at the option of Landlord, operate as an
assignment to Landlord of any or all of such subtenancies.

          (j) If Tenant is a corporation, each individual executing this Lease
on behalf of Tenant represents and warrants that he or she is duly authorized to
execute and deliver this Lease on behalf of the corporation in accordance with a
duly adopted resolution of the Board of Directors and that this Lease is binding
upon the corporation in accordance with its terms and shall, within thirty (30)
days after execution of this Lease, deliver to Landlord a certified copy of the
resolution of the Board of Directors of said corporation authorizing or
ratifying the execution of this Lease.

          (k) The term "Landlord" as used herein means the then owner of the
Building and in the event of a sale of the Building the selling owner shall be
automatically relieved of all obligations of Landlord hereunder, except for acts
or omissions of Landlord theretofore occurring.

          (l) Any liability which may arise as a consequence of the execution of
this Lease by or on behalf of Landlord shall be a liability of Landlord and not
the personal liability of any trustee, partner, corporate officer or corporate
officer of a trustee or partner, nor of an employee or beneficiary of Landlord,
its trustees or partners. Notwithstanding anything to the contrary set forth in
this Lease, Tenant agrees that there shall be absolutely no personal liability
on the part of Landlord with respect to any of the obligations of Landlord under
this Lease, and Tenant shall look solely to the equity, if any, of Landlord in
the Building for the satisfaction of any liability of Landlord to Tenant.
Tenant's exculpation of personal liability of Landlord is absolute and without
any exception whatsoever.

          (m) Tenant warrants that it has had no dealings with any real estate
broker or agent other than the Broker(s) identified in the Basic Lease
Information in connection with the premises or this Lease. Tenant shall
indemnify Landlord and hold it harmless from and against all claims, demands,
costs or liabilities (including, without limitation, attorneys' fees) asserted
by any party other than Broker(s) based upon dealings of that party with Tenant
in connection with the premises or this Lease. Landlord shall incur no
obligation to compensate Tenant's agent or representative should this lease be
renewed or extended.

          (n) Within 10 days of Landlord's request therefore, Tenant shall
execute and deliver such amendments of this Lease as shall have been required by
Landlord's lender in connection with the making of a loan to be secured by the
premises or the Building, provided such amendment does not increase the
obligations of Tenant under this Lease or materially and adversely affect
Tenant's leasehold interest.

          (o) Time is of the essence of this Lease and all of its provisions.

          (p) No diminution or shutting off of light, air or view by any
structure which may be erected on or adjacent to the Property shall in any way
affect this Lease or impose any liability on Landlord.

     25. Exhibits. The exhibits and addendum, if any, specified in the Basic
Lease Information are attached to this Lease and by this reference made a part
hereof.

     If this Lease has been filled in, it has been prepared for submission to
your attorney for approval. No representation or recommendation is made by the
real estate broker or its agents or employees as to the legal sufficiency, legal
effect or tax consequences of this Lease or the transaction relating thereto.
The submission of this Lease for examination does not constitute a reservation
of or option for the Leased Premises and this Lease becomes effective as a Lease
only upon execution and delivery thereof by Landlord and Tenant.

     IN WITNESS WHEREOF, the parties have executed this Lease on the respective
dates indicated below.


<PAGE>

<TABLE>
<CAPTION>


TENANT:                                                   LANDLORD:  San Tomas Investors II
<S>                                                       <C>

By: /s/ Barry Hotchkies                                   By  Commerce Communities Corporation, a California
    _______________________________________                        corporation, its General Partner

        Barry Hotchkies                                   By: /s/ Richard H. Gatley
 __________________________________________                   _________________________________________
 Print Name                                                       Richard H. Gatley, CEO



By: _______________________________________               By: /s/ Richard V. Treakle
                                                              ________________________________________
                                                                  Richard V. Treakle, President

 __________________________________________               By Charles D. Lafferty, Trustee of the Lafferty
 Print Name                                               Family Trust, its General Partner



                                                          By: /s/ Charles D. Lafferty
                                                              ________________________________________

Date of Execution                                         Date of Execution
by Tenant:             4/11/01                            by Landlord: _________________________________
           ________________________________
</TABLE>





<PAGE>



EXHIBIT "A"                                          INITIALS:

Applied Imaging Corp.                                LANDLORD:
2380 Walsh Ave.                                                --------------
Santa Clara, CA 95051                                TENANT:
                                                               --------------


                            [ART WORK APPEARS HERE]




<PAGE>



                                    EXHIBIT B

                            STANDARD INDUSTRIAL LEASE
                              Rules and Regulations

1. No advertisements, pictures or signs of any sort shall be displayed on or
outside the Premises without the prior written consent of Landlord. This
prohibition shall include any portable signs or vehicles placed within the
parking lot, common areas or on streets adjacent thereto for the purpose of
advertising or display. Landlord shall have the right to remove any such
unapproved item without notice and at Tenant's expense.

2. Tenant shall not park or store motor vehicles, trailers or containers outside
of the Premises after the conclusion of normal daily business activity except in
approved areas specifically designated by Landlord.

3. Tenant shall not use any method of heating or air-conditioning other than
that supplied by Landlord without the prior written consent of Landlord.

4. All window coverings and window films or coatings installed by Tenant and
visible from outside of the building require the prior written approval of
Landlord. Except for dock shelters and seals as may be expressly permitted by
Landlord, no awnings or other projections shall be attached to the outside walls
of the building.

5. Tenant shall not use, keep or permit to be used or kept any foul or noxious
gas or substance on, in or around the Premises unless approved by Landlord.
Tenant shall not use, keep or permit to be used or kept any flammable or
combustible materials without proper governmental permits and approvals.

6. Tenant shall comply with all reasonable requirements of the Landlord's
insurance underwriters, which do not conflict with its rights under the Lease.

7. Tenant shall not use, keep or permit to be used or kept food or other edible
materials in or around the Premises in such a manner as to attract rodents,
vermin or other pests. Tenant shall not permit cooking in or about the Premises.

8. Tenant shall not use or permit the use of the Premises for lodging or
sleeping, for public assembly, or for any illegal or immoral purpose.

9. Tenant shall not alter any lock or install any new locks or bolts on any door
at the Premises without the prior written consent of Landlord.

10. Tenant shall park motor vehicles only in those general parking areas as
designated by Landlord except for active loading and containers. Tenant shall
not unreasonably interfere with traffic flow within the Industrial Park and
loading and unloading areas of other tenants.

11. Storage of forklift and propane tanks shall be in secure and protected
storage enclosures approved by the local fire department and shall be located in
areas specifically designated by Landlord. Safety equipment, including eye wash
stations and approved neutralizing agents, shall be provided in areas used for
the maintenance and charging of lead-acid batteries. Tenant shall protect
electrical panels, asphalt paving areas and building mechanical equipment from
damage from forklift trucks.

12. Tenant shall not disturb, solicit or canvas any occupant of the building or
the Property and shall cooperate to prevent same.

13. No person shall go on the roof without Landlord's permission.

14. No animals, fish or birds of any kind may be brought into or kept in or
about the Premises.

15. Machinery, equipment, and apparatus belonging to Tenant which cause noise or
vibration that may be transmitted to the structure of the Building, to such a
degree as to be objectionable to Landlord or other tenants or to cause harm to
the Building, shall be placed and maintained by Tenant, at Tenant's expense, on
vibration eliminators or other devices sufficient to eliminate the transmission
of such noise and vibration. Tenant shall cease using any such machinery which
causes objectionable noise and vibration which cannot be sufficiently mitigated.

16. All goods, including material used to store goods, delivered to the Premises
of Tenant shall be immediately moved into the Premises and shall not be left in
parking or exterior loading areas overnight.

17. Tractor trailers which must be unhooked or parked with dolly wheels beyond
the concrete loading areas must use steel plates or wood blocks of sufficient
size to prevent damage to the asphalt paving surfaces. No parking or storing of
such trailers will be permitted in the auto parking areas of the Property or on
streets adjacent thereto.

18. Forklifts which operate on asphalt paving areas shall not have solid rubber
tires and shall use only tires that do not damage the asphalt.


<PAGE>


19. Tenant is responsible for the safe storage and removal of all pallets.
Pallets shall be stored behind screened enclosures at locations approved by the
Landlord. If pallets are stored within the Premises, storage shall comply with
safe practices as described in Factory Mutual Loss Prevention Data Sheet 8-24.

20. Tenant is responsible for the safe storage and removal of all trash and
refuse. All such trash and refuse shall be contained in suitable receptacles
stored behind screened enclosures at locations approved by Landlord. Landlord
reserves the right to remove, at Tenant's expense without further notice, any
trash or refuse left elsewhere outside of the Premises or in the Industrial
Park. Cardboard boxes are to be broken down and flattened before being placed in
trash receptacle or recycling bin.

21. Tenant shall not store or permit the storage or placement of goods or
merchandise in or around the common areas surrounding the Premises. No displays
or sales of merchandise shall be allowed in the parking lots or other common
areas.

22. Tenant shall appoint an Emergency Coordinator who shall be responsible for
assuring notification of the local fire department in the event of an emergency,
assuring that sprinkler valves are kept open, and implementing the Factory
Mutual "Red Tag Alert" system including weekly visual inspection of all
sprinkler system valves on or within the Premises.

23. No loudspeakers, televisions, phonographs, radios or other devices shall be
used in such a manner as to be heard or seen outside of the premises without the
prior written consent of the Landlord.

24. Tenant shall use at Tenant's cost such pest extermination contractor as
Landlord may direct and at such intervals as Landlord may require.

<PAGE>

           ADDENDUM TO THAT CERTAIN LEASE DATED APRIL 10, 2001 BY AND
             BETWEEN SAN TOMAS INVESTORS II (LANDLORD) AND APPLIED
         IMAGING CORP. (TENANT) FOR THE PREMISES AT 2380 WALSH AVENUE,
                            SANTA CLARA, CALIFORNIA.

The subject lease is amended and clarified as follows:

Paragraph 3 (h) Rent: amend last clause to read "if a previous check has been
returned for insufficient funds within the prior six months."

Paragraph 5 Operating Expenses: Within ninety (90) days after each calendar year
(hereinafter "Comparison Year") following the Base Year, or within a reasonable
time thereafter, Landlord shall furnish to Tenant (i) a statement of actual
Operating Expenses for such Comparison Year, and (ii) a notice together with
reasonable evidence indicating the increase of Operating Expenses, for such
Comparison year, as computed by comparison with the Base Year, and Tenant's
Percentage Share of such increase then due. Within 15 days of delivery of said
notice to Tenant for such Comparison year, Tenant shall pay in full the total
Percentage Share amount of increase due for such Comparison Year less credit for
any estimated increases paid. In addition, said amount of increase shall be
used as an estimated increase for the then current year, and the amount shall be
divided into twelve (12) equal monthly installments and Tenant shall pay to
Landlord, concurrently with the regular monthly rent payment next due following
the delivery to Tenant of said notice, an amount equal to one (1) monthly
installment multiplied by the number of months from January in the calendar year
in which said notice is submitted to the month of such payment, both months
inclusive. Subsequent installments shall be payable concurrently with the
regular monthly rent payments for the balance of that calendar year and shall
continue until the next Comparison Year's notice is delivered. If in any
Comparison Year, the Tenant's Percentage Share amount of Operating Expenses is
less than the preceding year, any overpayment made by Tenant on the monthly
installment basis provided above shall be credited towards the next monthly rent
falling due and the estimated monthly installments of Operating Expenses to be
paid shall be adjusted to reflect such lower Operating Expenses for the most
recent Comparison Year. Even though the term has expired and Tenant has vacated
the premises, when the final determination is made of Tenant's Percentage Share
of Operating Expenses for the year in which this Lease terminates, Tenant shall
pay any increase due over the estimated Operating Expenses paid. Any overpayment
made in the event said Operating Expenses decrease shall be rebated by Landlord
to Tenant.

<PAGE>

Paragraph 6 (b) Use: Landlord and Tenant acknowledge that Tenant uses the stated
maximum quantities of the following materials, and no others, in Tenant's
operations in the Premises:

Organic Solvents (such as formaldehyde, acetone)                  2 gallons
Blood                                                             100 cc
Inorganic Salts (such as NaCl)                                    1 Kg

Paragraph 13 Assignment and Subletting: Notwithstanding anything in this
paragraph (13) to the contrary, Tenant shall have the right to sublease all, or
a portion, of the Premises to subsidiaries or parent company of Tenant without
the prior approval of Landlord.

Paragraph 13 (f) and (g) Assignment and Subletting: Notwithstanding anything to
the contrary in the subject paragraphs, Landlord agrees to split any increased
rent resulting from a sublease or assignment of the Lease, after deducting all
costs and expenses as stated in sub-paragraphs 13 (f) and (g), on a 50-50 basis
with Tenant.

Paragraph 23 Landlord's Scope of Work: Landlord agrees to perform the following
work on the leased premises:

     1. Clean, patch, and paint interior walls with building standard grade
     materials.

     2. Replace existing carpet with new building standard grade carpeting.

Tenant agrees and acknowledges that Tenant will be responsible for moving any
furniture or other objects so that the carpet and paint work can be
accomplished.

Paragraph 24 (e) General Provisions: On line two change "two times" to "one and
one half times."

First Right of Notice: Landlord agrees to notify Tenant, prior to the
termination of this Lease, of Landlord's intention to continue operating the
business part in its current form if Landlord decides not to raze the structures
and erect new improvements on the property after the expiration date of this
Lease.

In all other respects, the terms and conditions of this Lease remain in full
effect. However, if there is a conflict between this Addendum and this Lease,
the terms of this Addendum will prevail.

                                        Initials:

                                        Landlord
                                                 ----------------------

                                        Tenant
                                                 ----------------------

<PAGE>

                            Standard Industrial Lease
                                     (Net)
                             Basic Lease Information

Effective Date: April 10, 2001

Landlord: San Tomas Investors II, a California limited partnership

Tenant: Applied Imaging Corp. (a Delaware corporation)

                                                          Lease Reference
Premises and Building

Address: 2380 Walsh Ave.                                  Paragraph 1
         Santa Clara, California

Lease Term: three years and five months

Term Commencement: April 01, 2001                         Paragraph 2

Term Expiration: August 31, 2004                          Paragraph 2

BaseMonthly Rent $46,109.00                               Paragraph 3(a)



Tenant's Percentage Share: 5.71%                          Paragraph 4(b),5(b)

Utilities (Monthly)                                       Paragraph 7

     Water/Sewer:      $178

     Trash:       $178

Use: General office, laboratory, and integrating of       Paragraph 6
     computer imaging equipment.

Space plan returned to Landlord by: n/a                   Paragraph 23

Work Completion Date: n/a                                 Paragraph 23

Security Deposit: $46,109.00                              Paragraph 18

Non-refundable Cleaning Deposit: $0.00

Total Due Upon Lease Execution: $21,864.00 (increased
security deposit)

Tenant's Address for

Notices: 2380 Walsh Ave.                                  Paragraph 22
         Santa Clara, CA
         95051

<PAGE>

Landlord's Address for Payments and                                 Paragraph 22
Notices:

     c/o Commerce Communities Corp.
     2318 Walsh Ave.
     Santa Clara, CA 95051

Broker(s): CB Richard Ellis and Commerce                         Paragraph 25(m)
           Communities Corp.

Exhibits and Addendum:

     Exhibit A - Diagram showing premises
     Exhibit B - Rules and Regulations
     Addendum

In the event of any conflict between any Basic Lease Information and the lease,
the latter shall control.


TENANT: Applied Imaging Corp.          LANDLORD: San Tomas Investors II


By: /s/ Barry Hotchkies                By Commerce Communities Corporation,
   --------------------------------    a California corporation,
                                       its General Partner

                                       By: /s/ Richard H. Gatley
-----------------------------------        --------------------------------
                                               Richard H. Gatley, CEO


Print name: BARRY HOTCHKIES            By: /s/ Richard V. Treakle
   --------------------------------        --------------------------------
                                             Richard V. Treakle, President
Date: 4/11/01
     ----------------
                                       By Charles D. Lafferty, Trustee of
                                       the Lafferty Family Trust,
                                       its General Partner


                                       By: /s/ Charles D. Lafferty
                                           --------------------------------