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                                                                   EXHIBIT 10.10

[CB COMMERCIAL LOGO]     INDUSTRIAL REAL ESTATE LEASE
                         (SINGLE-TENANT FACILITY)
                         CB Commercial Real Estate Group, Inc.
                         BROKERAGE AND MANAGEMENT
                         LICENSED REAL ESTATE BROKER


ARTICLE ONE: BASIC TERMS

     This Article One contains the Basic Terms of this Lease between the 
Landlord and Tenant named below. Other Articles, Sections and Paragraphs of the
Lease referred to in this Article One explain and define the Basic Terms and are
to be read in conjunction with the Basic Terms.

     Section 1.01.  DATE OF LEASE:  July 9, 1993

     Section 1.02.  LANDLORD (INCLUDE LEGAL ENTITY): VECTOR ASSOCIATES, a
California Limited Partnership

Address of Landlord: Mr. Ted Munroe. VECTOR ASSOCIATES, 1810 South Bayfront,
Balboa Island, CA 92662

     Section 1.03.  TENANT (INCLUDE LEGAL ENTITY): ARTECON, INC., A California
corporation

Address of Tenant: 2460 Impala Drive, Carlsbad, CA 92008-7236

     Section 1.04.  PROPERTY: (include street address, approximate square
footage and description)
                    6305 El Camino Real, Carlsbad, CA 92009
                    Containing approximately 67,200 square feet.

     Section 1.05.  LEASE TERM: three (3) years zero (0) months BEGINNING ON
January 1, 1994 or such other date as is specified in this Lease, and ENDING ON
December 31, 1996 

     Section 1.06.  PERMITTED USES: (See Article Five) General office,
manufacturing, assembly, warehousing and all other legally permitted uses.

     Section 1.07.  TENANT'S GUARANTOR: (If none, so state) ARTECON, INC.

     Section 1.08.  BROKERS: (See Article Fourteen) (If none, so state)

Landlord's Broker:  CB Commercial Real Estate Group, Inc.
Tenant's Broker:    None

     Section 1.09.  COMMISSION PAYABLE TO LANDLORD'S BROKER: (See Article
Fourteen) $ As per written Agreement

     Section 1.10.  INITIAL SECURITY DEPOSIT: (See Section 3.03) $23,500.00

     Section 1.11.  VEHICLE PARKING SPACES ALLOCATED TO TENANT:  Approximately
one hundred sixty three (163)

     Section 1.12.  RENT AND OTHER CHARGES PAYABLE BY TENANT:

     (a)  BASE RENT: Twenty Three Thousand Five Hundred and NO/100ths Dollars 
($23,500.00) per month, for the first twelve (12) months, as provided in
Section 3.01, and shall be increased on the first day of the 13th & 25th
month(s) after the Commencement Date, such that the Base Rent year two (2) rent
shall be Twenty Six Thousand Nine Hundred and No/100ths ($26,900.00) Dollars
per month and Year three (3) rent shall be Thirty Thousand Two Hundred Fifty
and No/100ths ($30,250.00) Dollars per month.

     (b)  OTHER PERIODIC PAYMENTS: (i) Real Property Taxes (See Section 4.02);
(ii) Utilities (See Section 4.03); (iii) Insurance Premiums (See Section 4.04);
(iv) Impounds for Insurance Premiums and Property Taxes (See Section 4.07); (v)
Maintenance, Repairs and Alterations (See Article Six).

     Section 1.13.  LANDLORD'S SHARE OF PROFIT ON ASSIGNMENT OR SUBLEASE: (See
Section 9.05) zero (0) percent (-0-%) of the Profit (the "Landlord's Share").

     Section 1.14.  RIDERS: The following Riders are attached to and made a part
of this Lease: (If none, so state)

          1.)  Exhibit "A" Premises
          2.)  Addendum
          3.)  Right of First Offer Lease Rider
          4.)  Option to Extend Term Lease Rider
          5.)  Floor Plan

(C)  1988 Southern California Chapter                          Initials
          of the Society of Industrial  [SIOR LOGO](TM)                 ------
          and Office Realtors,(R) Inc.                                  ------


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ARTICLE TWO: LEASE TERM

     Section 2.01.   LEASE OF PROPERTY FOR LEASE TERM. Landlord leases the
Property to Tenant and Tenant leases the Property from Landlord for the Lease
Term. The Lease Term is for the period stated in Section 1.05 above and shall
begin and end on the dates specified in Section 1.05 above, unless the
beginning or end of the Lease Term is changed under any provision of this
Lease. The "Commencement Date" shall be the date specified in Section 1.05
above for the beginning of the Lease Term, unless advanced or delayed under any
provision of this Lease.

     Section 2.02.  DELAY IN COMMENCEMENT. Landlord shall not be liable to
Tenant if Landlord does not deliver possession of the Property to Tenant on the
Commencement Date. Landlord's non-delivery of the Property to Tenant on that
date shall not affect this Lease or the obligations of Tenant under this Lease
except that the Commencement Date shall be delayed until Landlord delivers
possession of the Property to Tenant and the Lease Term shall be extended for a
period equal to the delay in delivery of possession of the Property to Tenant,
plus the number of days necessary to end the Lease Term on the last day of a
month. If Landlord does not deliver possession of the Property to Tenant within
fifteen (15) days after the March 16, 1994 Commencement Date, Tenant may elect
to cancel this Lease by giving written notice to Landlord within ten (10) days
after the fifteen (15) day period ends. If Tenant gives such notice, the Lease
shall be cancelled and neither Landlord nor Tenant shall have any further
obligations to the other. If delivery of possession of the Property to Tenant
is delayed, Landlord and Tenant shall, upon such delivery, execute an amendment
to this Lease setting forth the actual Commencement Date and expiration date of
the Lease. Failure to execute such amendment shall not affect the actual
Commencement Date and expiration date of the Lease. 

     Section 2.03. EARLY OCCUPANCY. If Tenant occupies the Property prior to
the Commencement Date, Tenant's occupancy of the Property shall be subject to
all of the provisions of this Lease. Early occupancy of the Property shall not
advance the expiration date of this Lease. Tenant shall pay Base Rate and all
other charges specified in this Lease for the early occupancy period.

     Section 2.04. HOLDING OVER. Tenant shall vacate the Property upon the
expiration or earlier termination of this Lease. Tenant shall reimburse
Landlord for and indemnify Landlord against all damages which Landlord incurs
from Tenant's delay in vacating the Property. If Tenant does not vacate the
Property upon the expiration or earlier termination of the Lease and Landlord
thereafter accepts rent from Tenant, Tenant's occupancy of the Property shall
be a "month-to-month" tenancy, subject to all of the terms of this Lease
applicable to a month-to-month tenancy, except that the Base Rent then in
effect shall be increased by ten percent (10%).

ARTICLE THREE: BASE RENT

     Section 3.01. TIME AND MANNER OF PAYMENT. Upon execution of this Lease,
Tenant shall pay Landlord the Base Rent in the amount stated in Paragraph
1.12(a) above for the first month of the Lease Term. On the first day of the
second month of the Lease Term and each month thereafter, Tenant shall pay
Landlord the Base Rent, in advance, without offset, deduction or prior demand.
The Base Rent shall be payable at Landlord's address or at such other place as
Landlord may designate in writing.

     Will possibly be used during Option Period only.  Section 3.02.  COST OF
LIVING INCREASES. The Base Rent shall be increased one each date (the "Rental
Adjustment Date") stated in Paragraph 1.12(a) above in accordance with the
increase in the United States Department of Labor, Bureau of Labor Statistics,
Consumer Price Index for All Urban Consumers (all items for the geographical
Statistical Area in which the Property is located on the basis of 1982-1984 =
100) (the "Index") as follows:

     (a) The Base Rent (the "Comparison Base Rent") in effect immediately before
each Rental Adjustment Date shall be increased by the percentage that the Index
has increased from the date (the "Comparison Date") on which payment of the
Comparison Base Rent began through the month in which the applicable Rental
Adjustment Date occurs. The Base Rent shall not be reduced by reason of such
computation. Landlord shall notify Tenant of each increase by a written
statement which shall include the Index for the applicable Comparison Date, the
Index for the applicable Rental Adjustment Date, the percentage increase between
those two Indices, and the new Base Rent. Any increase in the Base Rent provided
for in this Section 3.02 shall be subject to any minimum or maximum increase, if
provided for in Paragraph 1.12(a).

     (b) Tenant shall pay the new Base Rent from the applicable Rental
Adjustment Date until the next Rental Adjustment Date. Landlord's notice may be
given after the applicable Rental Adjustment Date of the increase, and Tenant
shall pay Landlord the accrued rental adjustment for the months elapsed between
the effective date of the increase and Landlord's notice of such increase within
ten (10) days after Landlord's notice. If the format or components of the Index
are materially changed after the Commencement Date, Landlord shall substitute an
index which is published by the Bureau of Labor Statistics or similar agency and
which is most nearly equivalent to the Index in effect on the Commencement Date.
The substitute index shall be used to calculate the increase in the Base Rent
unless Tenant objects to such index in writing within fifteen (15) days after
receipt of Landlord's notice. If Tenant objects, Landlord and Tenant shall
submit the selection of the substitute index for binding arbitration in
accordance with the rules and regulations of the American Arbitration
Association at its office closest to the Property. The costs of arbitration
shall be borne equally by Landlord and Tenant.

     Section 3.03. SECURITY DEPOSIT; INCREASES.

     (a) Upon the execution of this Lease, Tenant shall deposit with Landlord
a cash Security Deposit in the amount set forth in Section 1.10 above. Landlord
may apply all or part of the Security Deposit to any unpaid rent or other
charges due from Tenant or to cure any other defaults of Tenant. If Landlord
uses any part of the Security Deposit, Tenant shall restore the Security
Deposit to its full amount within ten (10) days after Landlord's written
request. Tenant's failure to do so shall be a material default under this
Lease. No interest shall be paid on the Security Deposit. Landlord shall not be
required to keep the Security Deposit separate from its other accounts and no
trust relationship is created with respect to the Security Deposit.



(C)  1988 Southern California Chapter                          Initials
          of the Society of Industrial  [SIOR LOGO](TM)                 ------
          and Office Realtors,(R) Inc.                                  ------


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        Section 3.04.  TERMINATION; ADVANCE PAYMENTS. Upon termination of this
Lease under Article Seven (Damage or Destruction), Article Eight (Condemnation)
or any other termination not resulting from Tenant's default, and after Tenant
has vacated the Property in the manner required by this Lease, Landlord shall
refund or credit to Tenant (or Tenant's successor) the unused portion of the
Security Deposit, any advance rent or other advance payments made by Tenant to
Landlord, and any amounts paid for real property taxes and other reserves which
apply to any time periods after termination of the Lease.

ARTICLE FOUR: OTHER CHARGES PAYABLE BY TENANT

        Section 4.01.  ADDITIONAL RENT. All charges payable by Tenant other than
Base Rent are called "Additional Rent." Unless this Lease provides otherwise,
Tenant shall pay all Additional Rent then due with the next monthly installment
of Base Rent. The term "rent" shall mean Base Rent and Additional Rent.

        Section 4.02. PROPERTY TAXES.

        (a) REAL PROPERTY TAXES. Tenant shall pay all real property taxes on the
Property (including any fees, taxes or assessments against, or as a result of,
any tenant improvements installed on the Property by or for the benefit of
Tenant) during the Lease Term. Subject to Paragraph 4.02(c) and Section 4.07
below, such payment shall be made at least ten (10) days prior to the
delinquency date of the taxes. Within such ten (10)-day period, Tenant shall
furnish Landlord with satisfactory evidence that the real property taxes have
been paid. Landlord shall reimburse Tenant for any real property taxes paid by
Tenant covering any period of time prior to or after the Lease Term. If Tenant
fails to pay the real property taxes when due, Landlord may pay the taxes and
Tenant shall reimburse Landlord for the amount of such tax payment as Additional
Rent.

        (b) DEFINITION OF "REAL PROPERTY TAX." "Real property tax" means: (i)
any fee, license fee, license tax, business license fee, commercial rental tax,
levy, charge, assessment, penalty or tax imposed by any taking authority
against the Property; (ii) any tax on the Landlord's right to receive, or the
receipt of, rent or income from the Property or against Landlord's business of
leasing the Property; (iii) any tax or charge for fire protection, streets,
sidewalks, road maintenance, refuse or other services provided to the Property
by any governmental agency; (iv) any tax imposed upon this transaction or based
upon a re-assessment of the Property due to a change of ownership, as defined
by applicable law, or other transfer of all or part of Landlord's interest in
the Property; and (v) any charge or fee replacing any tax previously included
within the definition of real property tax. "Real property tax" does not,
however, include Landlord's federal or state income, franchise, inheritance or
estate taxes.

        (c) JOINT ASSESSMENT. If the Property is not separately assessed,
Landlord shall reasonably determine Tenant's share of the real property tax
payable by Tenant under Paragraph 4.02(a) from the assessor's worksheets or
other reasonably available information. Tenant shall pay such share to Landlord
within fifteen (15) days after receipt of Landlord's written statement.

        (d) PERSONAL PROPERTY TAXES.

            (i) Tenant shall pay all taxes charged against trade fixtures,
        furnishings, equipment or any other personal property belonging to
        Tenant. Tenant shall try to have personal property taxed separately from
        the Property.    

            (ii) If any of Tenant's personal property is taxed with the
        Property, Tenant shall pay Landlord the taxes for the personal property
        within fifteen (15) days after Tenant receives a written statement from
        Landlord for such personal property taxes.

        (e) TENANT'S RIGHT TO CONTEST TAXES. Tenant may attempt to have the
assessed valuation of the Property reduced or may initiate proceedings to
contest the real property taxes. If required by law, Landlord shall join in the
proceedings brought by Tenant. However, Tenant shall pay all costs of the
proceedings, including any costs or fees incurred by Landlord. Upon the final
determination of any proceeding or contest, Tenant shall immediately pay the
real property taxes due, together with all costs, charges, interest and
penalties incidental to the proceedings. If Tenant does not pay the real
property taxes when due and contests such taxes, Tenant shall not be in default
under this Lease for nonpayment of such taxes if Tenant deposits funds with
Landlord or opens an interest-bearing account reasonably acceptable to Landlord
in the joint names of Landlord and Tenant. The amount of such deposit shall be
sufficient to pay the real property taxes plus a reasonable estimate of the
interest, costs, charges and penalties which may accrue if Tenant's action is
unsuccessful, less any applicable tax impounds previously paid by Tenant to
Landlord. The deposit shall be applied to the real property taxes due, as
determined at such proceedings. The real property taxes shall be paid under
protest from such deposit if such payment under protest is necessary to prevent
the Property from being sold under a "tax sale" or similar enforcement
proceeding.

        Section 4.03.   UTILITIES. Tenant shall pay, directly to the
appropriate supplier, the cost of all natural gas, heat, light, power, sewer
service, telephone, water, refuse disposal and other utilities and services
supplied to the Property. However, if any services or utilities are jointly
metered with other property, Landlord shall make a reasonable determination of
Tenant's proportionate share of the cost of such utilities and services and
Tenant shall pay such share to Landlord within fifteen (15) days after receipt
of Landlord's written statement.

        Section 4.04.   INSURANCE POLICIES.

        (a) LIABILITY INSURANCE. During the Lease Term, Tenant shall maintain a
policy of commercial general liability insurance (sometimes known as broad form
comprehensive general liability insurance) insuring Tenant against liability
for bodily injury, property damage (including loss of use of property) and
personal injury arising out of the operation, use or occupancy of the Property.
Tenant shall name Landlord as an additional insured under such policy. The
initial amount of such insurance shall be One Million Dollars ($1,000,000) per
occurrence. The liability insurance obtained by Tenant under this Paragraph
4.04(a) shall (i) be primary and non-contributing; (ii) contain cross-liability
endorsements; and (iii) insure Landlord against Tenant's performance under
Section 5.05, if the matters giving rise to the indemnity under Section 5.05
result from the negligence of Tenant. The amount and coverage of such insurance
shall not limit Tenant's liability nor relieve Tenant of any other obligation
under this Lease. Landlord may at its sole cost and expense also obtain
comprehensive public liability insurance in an amount and with coverage
determined by Landlord insuring Landlord against liability arising out of
ownership, operation, use or occupancy of the Property. The policy obtained by
Landlord shall not be contributory and shall not provide primary insurance.

(c) 1988 Southern California Chapter                      Initials          
         of the Society of Industrial                             -----------
         and Office Realtors,(R) Inc.                                         
[SIOR LOGO]                                                       -----------
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        (b)  PROPERTY AND RENTAL INCOME INSURANCE. During the Lease Term,
Landlord shall maintain policies of insurance covering loss of or damage to the
Property in the full amount of its replacement value. Such policy shall contain
an Inflation Guard Endorsement and shall provide protection against all perils
included within the classification of fire, extended coverage, vandalism,
malicious mischief, special extended perils (all risk), sprinkler leakage and
any other perils which Landlord deems reasonably necessary. Landlord shall not
obtain insurance for Tenant's fixtures or equipment or building improvements
installed by Tenant on the Property. During the Lease Term, Landlord shall also
maintain a rental income insurance policy, with loss payable to Landlord, in an
amount equal to one year's Base Rent, plus estimated real property taxes and
insurance premiums. Tenant shall be liable for the payment of any deductible
amount under Landlord's or Tenant's insurance policies maintained pursuant to
this Section 4.04, in an amount not to exceed Ten Thousand Dollars ($10,000).
Tenant shall not do or permit anything to be done which invalidates any such
insurance policies.

        (c)  PAYMENT OF PREMIUMS. Subject to Section 4.07, Tenant shall pay all
premiums for the insurance policies described in Paragraphs 4.04(a) and (b)
(whether obtained by Landlord or Tenant) within fifteen (15) days after Tenant's
receipt of a copy of the premium statement or other evidence of the amount due,
except Landlord shall pay all premiums for non-primary comprehensive public
liability insurance which Landlord elects to obtain as provided in Paragraph
4.04(a). If insurance policies maintained by Landlord cover improvements on real
property other than the Property, Landlord shall deliver to Tenant a statement
of the premium applicable to the Property showing in reasonable detail how
Tenant's share of the premium was computed. If the Lease Term expires before the
expiration of an insurance policy maintained by Landlord, Tenant shall be liable
for Tenant's prorated share of the insurance premiums. Before the Commencement
Date, Tenant shall deliver to Landlord a copy of any policy of insurance which
Tenant is required to maintain under this Section 4.04. At least thirty (30)
days prior to the expiration of any such policy, Tenant shall deliver to
Landlord a renewal of such policy. As an alternative to providing a policy of
insurance, Tenant shall have the right to provide Landlord a certificate of
insurance, executed by an authorized officer of the insurance company, showing
that the insurance which Tenant is required to maintain under this Section 4.04
is in full force and effect and containing such other information which Landlord
reasonably requires.

        (d)  GENERAL INSURANCE PROVISIONS.

             (i) Any insurance which Tenant is required to maintain under this
        lease shall include a provision which requires the insurance carrier to
        give Landlord not less than thirty (30) days' written notice prior to
        any cancellation or modification of such coverage.

             (ii) If Tenant fails to deliver any policy, certificate or renewal
        to Landlord required under this Lease within the prescribed time period
        or if any such policy is cancelled or modified during the Lease Term
        without Landlord's consent, Landlord may obtain such insurance, in
        which case Tenant shall reimburse Landlord for the cost of such
        insurance within fifteen (15) days after receipt of a statement that
        indicates the cost of such insurance.

             (iii) Tenant shall maintain all insurance required under this
        Lease with companies holding a "General Policy Rating" of A-10 or
        better, as set forth in the most current issue of "Best Key Rating
        Guide". Landlord and Tenant acknowledge the insurance markets are
        rapidly changing and that insurance in the form and amounts described
        in this Section 4.04 may not be available in the future. Tenant
        acknowledges that the insurance described in this Section 4.04 is for
        the primary benefit of Landlord. If at any time during the Lease Term,
        Tenant is unable to maintain the insurance required under the Lease,
        Tenant shall nevertheless maintain insurance coverage which is
        customary and commercially reasonable in the insurance industry for
        Tenant's type of business, as that coverage may change from time to
        time. Landlord makes no representation as to the adequacy of such
        insurance to protect Landlord's or Tenant's interests. Therefore,
        Tenant shall obtain any such additional property or liability insurance
        which Tenant deems necessary to protect Landlord and Tenant.

             (iv) Unless prohibited under any applicable insurance policies
        maintained, Landlord and Tenant each hereby waive any and all rights of
        recovery against the other, or against the officers, employees, agents
        or representatives of the other, for loss of or damage to its property
        or the property of others under its control, if such loss or damage is
        covered by any insurance policy in force (whether or not described in
        this Lease) at the time of such loss or damage. Upon obtaining the
        required policies of insurance, Landlord and Tenant shall give notice
        to the insurance carriers of this mutual waiver of subrogation.

        Section 4.05.  LATE CHARGES. Tenant's failure to pay rent promptly may
cause Landlord to incur unanticipated costs. The exact amount of such costs are
impractical or extremely difficult to ascertain. Such costs may include, but are
not limited to, processing and accounting charges and late charges which may be
imposed on Landlord by any ground lease, mortgage or trust deed encumbering the
Property. Therefore, if Landlord does not receive any rent payment within
fifteen (15) days after it becomes due, Tenant shall pay Landlord a late charge
equal to five percent (5%) of the overdue amount. The parties agree that such
late charge represents a fair and reasonable estimate of the costs Landlord will
incur by reason of such late payment.

        Section 4.06.  INTEREST ON PAST DUE OBLIGATIONS. Any amount owed by
Tenant to Landlord which is not paid when due shall bear interest at the rate
of Prime +1% per annum from the due date of such amount. However, interest
shall not be payable on late charges to be paid by Tenant under this Lease. The
payment of interest on such amounts shall not excuse or cure any default by
Tenant under this Lease. If the interest rate specified in this Lease is higher
than the rate permitted by law, the interest rate is hereby decreased to the
maximum legal interest rate permitted by law.

        Section 4.07. IMPOUNDS FOR INSURANCE PREMIUMS AND REAL PROPERTY TAXES.
If requested by any ground lessor or lender to whom Landlord has granted a
security interest in the Property, or if Tenant is more than ten (10) days late
in the payment of rent more than once in any consecutive twelve (12) month
period, Tenant shall pay Landlord a sum equal to one-twelfth (1/12) of the
annual real property taxes and insurance premiums payable by Tenant under this
Lease, together with each payment of Base Rent. Landlord shall hold such
payments in a non-interest bearing impound account. If unknown, Landlord shall
reasonably estimate the amount of real property taxes and insurance premiums
when due. Tenant shall pay any deficiency of funds in the impound account to
Landlord upon written request. If Tenant defaults under this Lease, Landlord
may apply any funds in the impound account to any obligation then due under
this Lease.

ARTICLE FIVE: USE OF PROPERTY

        Section 5.01.  PERMITTED USES. Tenant may use the Property only for the
Permitted Uses set forth in Section 1.06 above.


   
(C)  1988 Southern California Chapter                          Initials
          of the Society of Industrial  [SIOR LOGO](TM)                 ------
          and Office Realtors,(R) Inc.                                  ------


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        Section 5.02.  MANNER OF USE. Tenant shall not cause or permit the
Property to be used in any way which constitutes a violation of any law,
ordinance, or governmental regulation or order, which annoys or interferes
with the rights of other tenants of Landlord, or which constitutes a nuisance
or waste. Tenant shall obtain and pay for all permits, including a Certificate
of Occupancy, required for Tenant's occupancy of the Property and shall
promptly take all actions necessary to comply with all applicable statutes,
ordinances, rules, regulations, orders and requirements regulating the use by
Tenant of the Property, including the Occupational Safety and Health Act.
Landlord to pay for Tenant Improvement Permit.

        Section 5.03.  HAZARDOUS MATERIALS. As used in this Lease, the term
"Hazardous Material" means any flammable items, explosives, radioactive
materials, hazardous or toxic substances, material or waste or related
materials, including any substances defined as or included in the definition of
"hazardous substances", "hazardous wastes", "hazardous materials" or "toxic
substances" now or subsequently regulated under any applicable federal, state
or local laws or regulations, including without limitation petroleum-based
products, paints, solvents, lead, cyanide, DDT, printing inks, acids,
pesticides, ammonia compounds and other chemical products, asbestos, PCBs and
similar compounds, and including any different products and materials which are
subsequently found to have adverse effects on the environment or the health and
safety of persons. Tenant shall not cause or permit any Hazardous Material to be
generated, produced, brought upon, used, stored, treated or disposed of in or
about the Property by Tenant, its agents, employees, contractors, sublessees or
invitees without the prior written consent of Landlord. Landlord shall be
entitled to take into account such other factors or facts as Landlord may
reasonably determine to be relevant in determining whether to grant or withhold
consent to Tenant's proposed activity with respect to Hazardous Material. In no
event, however, shall Landlord be required to consent to the installation or use
of any storage tanks on the Property. The above definition shall exclude
general office products.

        Section 5.04.  SIGNS AND AUCTIONS. Tenant shall not place any signs on
the Property without Landlord's prior written consent. Tenant shall not conduct
or permit any auctions or sheriff's sales at the Property.

        Section 5.05.  INDEMNITY. Tenant shall indemnify Landlord against and
hold Landlord harmless from any and all costs, claims or liability arising
from: (a) Tenant's use of the Property; (b) the conduct of Tenant's business or
anything else done or permitted by Tenant to be done in or about the Property,
including any contamination of the Property or any other property resulting
from the presence or use of Hazardous Material caused or permitted by Tenant;
(c) any breach or default in the performance of Tenant's obligations under this
Lease; (d) any misrepresentation or breach of warranty by Tenant under this
Lease; or (e) other acts or omissions of Tenant. Tenant shall defend Landlord
against any such cost, claim or liability at Tenant's expense with counsel
reasonably acceptable to Landlord or, at Landlord's election, Tenant shall
reimburse Landlord for any legal fees or costs incurred by Landlord in
connection with any such claim. As a material part of the consideration to
Landlord, Tenant assumes all risk of damage to property or injury to persons in
or about the Property arising from any cause, and Tenant hereby waives all
claims in respect thereof against Landlord, except for any claim arising out of
Landlord's negligence or willfull misconduct. As used in this Section, the term
"Tenant" shall include Tenant's employees, agents, contractors and invitees, if
applicable. (We require indemnity should Landlord, its agent use the Premises.)

        Section 5.06.  LANDLORD'S ACCESS. Landlord or its agents may enter the
Property at all reasonable times to show the Property to potential buyers,
investors or tenants or other parties; to do any other act or to inspect and
conduct tests in order to monitor Tenant's compliance with all applicable
environmental laws and all laws governing the presence and use of Hazardous
Material; or for any other purpose Landlord deems necessary. Landlord shall give
Tenant prior notice of such entry except in the case of an emergency. Landlord
may place customary *"For Lease" signs on the Property *(Not before six (6)
months to the expiration of the Lease Term). 

        Section 5.07.  QUIET POSSESSION. If Tenant pays the rent and complies
with all other terms of this Lease, Tenant may occupy and enjoy the Property for
the full Lease Term, subject to the provisions of this Lease.

ARTICLE SIX: CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS

        SECTION 6.01.  EXISTING CONDITIONS. Tenants accepts the Property in its
condition as of the execution of the Lease, subject to all recorded matters,
laws, ordinances, and governmental regulations and orders. Except as provided
herein, Tenant acknowledges that neither Landlord nor any agent of Landlord has
made any representation as to the condition of the Property or the suitability
of the Property for Tenant's intended use. Tenant represents and warrants that
Tenant has made its own inspection of and inquiry regarding the condition of
the Property and is not relying on any representations of Landlord or any
Broker with respect thereto. If Landlord or Landlord's Broker has provided a
Property Information Sheet or other Disclosure Statement regarding the
Property, a copy is attached as an exhibit to the Lease. Landlord shall be
responsible for the defects discovered by Tenant in the first ninety (90) days.

        Section 6.02.  EXEMPTION OF LANDLORD FROM LIABILITY. Landlord shall not
be liable for any damage or injury to the person, business (or any loss of
income therefrom), goods, wares, merchandise or other property of Tenant,
Tenant's employees, invitees, customers or any other person in or about the
Property, whether such damage or injury is caused by or results from: (a) fire,
steam, electricity, water, gas or rain; (b) the breakage, leakage, obstruction
or other defects of pipes, sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures or any other cause; (c) conditions arising in
or about the Property or upon other portions of the Project, or from other
sources or places; or (d) any act or omission of any other tenant of the
Project. Landlord shall not be liable for any such damage or injury even though
the cause of or the means of repairing such damage or injury are not
accessible to Tenant. The provisions of this Section 6.02 shall not, however,
exempt Landlord from liability for Landlord's negligence or willful misconduct,
or any breach of Landlord obligation under the Lease.

        Section 6.03.  LANDLORD'S OBLIGATIONS. Subject to the provisions of
Article Seven (Damage or Destruction) and Article Eight (Condemnation),
Landlord shall have absolutely no responsibility to repair, maintain or replace
any portion of the Property at any time. Tenant waives the benefit of any
present or future law which might give Tenant the right to repair the Property
at Landlord's expense or to terminate the Lease due to the condition of the
Property.

        Section 6.04.  TENANT'S OBLIGATIONS.
        (a) Except as provided in Article Seven (Damage or Destruction) and
Article Eight (Condemnation), Tenant shall keep all portions of the Property
(including structural, nonstructural, interior, exterior, and landscaped areas,
portions, systems and equipment) in good order, condition and repair (including
interior repainting and refinishing, as needed). If any portion of the 

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Property or any system or equipment in the Property which Tenant is obligated to
repair cannot be fully repaired or restored, Tenant shall promptly replace such
portion of the Property or system or equipment in the Property, regardless of
whether the benefit of such replacement extends beyond the Lease Term; but if
the benefit or useful life of such replacement extends beyond the Lease Term
(as such term may be extended by exercise of any options), the useful life of
such replacement shall be prorated over the remaining portion of the Lease Term
(as extended), and Tenant shall be liable only for that portion of the cost
which is applicable to the Lease Term (as extended). Tenant shall maintain a
preventive maintenance contract providing for the regular inspection and
maintenance of the heating and air conditioning system by a licensed heating
and air conditioning contractor. If any part of the Property is damaged by any
act or omission of Tenant, Tenant shall pay Landlord the cost of repairing or
replacing such damaged property, whether or not Landlord would otherwise be
obligated to pay the cost of maintaining or repairing such property. It is the
intention of Landlord and Tenant that at all times Tenant shall maintain the
portions of the Property which Tenant is obligated to maintain in an
attractive, first-class and fully operative condition.

     (b) Tenant shall fulfill all of Tenant's obligations under this Section
6.04 at Tenant's sole expense. If Tenant fails to maintain, repair or replace
the Property as required by this Section 6.04, Landlord may, upon ten (10)
days' prior notice to Tenant (except that no notice shall be required in the
case of an emergency), enter the Property and perform such maintenance or
repair (including replacement, as needed) on behalf of Tenant. In such case,
Tenant shall reimburse Landlord for all costs incurred in performing such
maintenance or repair immediately upon demand.

     Section 6.05. ALTERATIONS, ADDITIONS, AND IMPROVEMENTS.

     (a) Tenant shall not make any alterations, additions, or improvements to
the Property without Landlord's prior written consent, except for
non-structural alterations which do not exceed Ten Thousand Dollars ($10,000)
in cost a year over the Lease Term and which are not visible from the outside
of any building of which the Property is part. Landlord may require Tenant to
provide demolition and/or lien and completion bonds in form and amount
reasonably satisfactory to Landlord. Tenant shall promptly remove any
alterations, additions, or improvements constructed in violation of this
Paragraph 6.05(a) upon Landlord's written request. All alterations, additions,
and improvements shall be done in a good and workmanlike manner, in conformity
with all applicable laws and regulations, and by a contractor reasonably
approved by Landlord. Upon completion of any such work, Tenant shall provide
Landlord with "as built" plans, copies of all construction contracts, and proof
of payment for all labor and materials.

     (b) Tenant shall pay when due all claims for labor and material furnished
to the Property. Tenant shall give Landlord at least twenty (20) days' prior
written notice of the commencement of any work on the Property, regardless of
whether Landlord's consent to such work is required. Landlord may elect to
record and post notices of non-responsibility on the Property.

     Section 6.06. CONDITION UPON TERMINATION. Upon the termination of the
Lease, Tenant shall surrender the Property to Landlord, broom clean and in the
same condition as received except for ordinary wear and tear which Tenant was
not otherwise obligated to remedy under any provision of this Lease. However,
Tenant shall not be obligated to repair any damage which Landlord is required
to repair under Article Seven (Damage or Destruction). In addition, Landlord
may require Tenant to remove any alterations, additions or improvements
(whether or not made with Landlord's consent) prior to the expiration of the
Lease and to restore the Property to its prior condition, all at Tenant's
expense. All alterations, additions and improvements which Landlord has not
required Tenant to remove shall become Landlord's property and shall be
surrendered to Landlord upon the expiration or earlier termination of the
Lease, except that Tenant may remove any of Tenant's machinery or equipment
which can be removed without material damage to the Property. Tenant shall
repair, at Tenant's expense, any damage to the Property caused by the removal
of any such machinery or equipment. In no event, however, shall Tenant remove
any of the following materials or equipment (which shall be deemed Landlord's
property) without Landlord's prior written consent: any power wiring or power
panels; lighting or lighting fixtures; wall coverings; drapes, blinds or other
window coverings; carpets or other floor coverings; heaters, air conditioners
or any other heating or air conditioning equipment; fencing or security gates;
or other similar building operating equipment and decorations.

ARTICLE SEVEN: DAMAGE OR DESTRUCTION

     Section 7.01. PARTIAL DAMAGE TO PROPERTY.

     (a) Tenant shall notify Landlord in writing immediately upon the
occurrence of any damage to the Property. If the Property is only partially
damaged (i.e., less than fifty percent (50%) of the Property is untenantable as
a result of such damage or less than fifty percent (50%) of Tenant's operations
are materially impaired) and if the proceeds received by Landlord from the
insurance policies described in Paragraph 4.04(b) are sufficient to pay for the
necessary repairs, this Lease shall remain in effect and Landlord shall repair
the damage as soon as reasonably possible. Landlord may elect (but is not
required) to repair any damage to Tenant's fixtures, equipment, or
improvements, to the extent shall such items are covered by Landlord's
Insurance.

     (b) If the insurance proceeds received by Landlord are not sufficient to
pay the entire cost of repair, or if the cause of the damage is not covered by
the insurance policies which Landlord maintains under Paragraph 4.04(b),
Landlord may elect either to (i) repair the damage as soon as reasonably
possible, in which case this Lease shall remain in full force and effect, or
(ii) terminate this Lease as of the date the damage occurred. Landlord shall
notify Tenant within thirty (30) days after receipt of notice of the occurrence
of the damage whether Landlord elects to repair the damage or terminate the
Lease. If Landlord elects to repair the damage, Tenant shall pay Landlord the
"deductible amount" (if any) under Landlord's insurance policies and, if the
damage was due to an act or omission of Tenant, or Tenant's employees, agents,
contractors or invitees, the difference between the actual cost of repair and
any insurance proceeds received by Landlord. If Landlord elects to terminate
the Lease, Tenant may elect to continue this Lease in full force and effect, in
which case Tenant shall repair any damage to the Property and any building in
which the Property is located. Tenant shall pay the cost of such repairs, and
______________________________ Landlord shall deliver to Tenant any insurance
proceeds received by Landlord for the damage repaired by Tenant. Tenant shall
give Landlord written notice of such election within ten (10) days after
receiving Landlord's termination notice.

     (c) If the damage to the Property occurs during the last six (6) months of
the Lease Term and such damage will require more than thirty (30) days to
repair, either Landlord or Tenant may elect to terminate this Lease as of the
date the damage occurred, regardless of the sufficiency of any insurance
proceeds. The party electing to terminate this Lease shall give written
notification to the other party of such election within (30) days after
Tenant's notice to Landlord of the occurrence of the damage.



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        Section 7.02. SUBSTANTIAL OR TOTAL DESTRUCTION. If the Property is
substantially or totally destroyed by any cause whatsoever (i.e., the damage to
the Property is greater than partial damage as described in Section 7.01), and
regardless of whether Landlord receives any insurance proceeds, this Lease shall
terminate as of the date the destruction occurred. Notwithstanding the preceding
sentence, if the Property can be rebuilt within six (6) months after the date of
destruction, Landlord may elect to rebuild the Property at Landlord's own
expense, in which case this Lease shall remain in full force and effect.
Landlord shall notify Tenant of such election within thirty (30) days after
Tenant's notice of the occurrence of total or substantial destruction. If
Landlord so elects, Landlord shall rebuild the Property at Landlord's sole
expense, except that if the destruction was caused by an act or omission of
Tenant, Tenant shall pay Landlord the difference between the actual cost of
rebuilding and any insurance proceeds received by Landlord.
        
        Section 7.03. TEMPORARY REDUCTION OF RENT. If the Property is destroyed
or damaged and Landlord or Tenant repairs or restores the Property pursuant to
the provisions of this Article Seven, all rent payable during the period of
such damage, repair and/or restoration shall be reduced according to the
degree, if any, to which Tenant's use of the Property is impaired. Except for
such possible reduction in Base Rent, insurance premiums and real property
taxes, Tenant shall not be entitled to any compensation, reduction, or
reimbursement from Landlord as a result of any damage, destruction, repair, or
restoration of or to the Property.

        Section 7.04. WAIVER. Tenant waives the protection of any statute, code
or judicial decision which grants a tenant the right to terminate a lease in
the event of the substantial or total destruction of the leased property.
Tenant agrees that the provisions of Section 7.02 above shall govern the rights
and obligations of Landlord and Tenant in the event of any substantial or total
destruction to the Property.

ARTICLE EIGHT: CONDEMNATION

        If all or any portion of the Property is taken under the power of
eminent domain or sold under the threat of that power (all of which are called
"Condemnation"), this Lease shall terminate as to the part taken or sold on the
date the condemning authority takes title or possession, whichever occurs first.
If more than twenty percent (20%) of the floor area of the building in which
the Property is located, or which is located on the Property, is taken, either
Landlord or Tenant may terminate this Lease as of the date the condemning
authority takes title or possession, by delivering written notice to the other
within ten (10) days after receipt of written notice of such taking (or in the
absence of such notice, within ten (10) days after the condemning authority
takes title or possession). If neither Landlord nor Tenant terminates this
Lease, this Lease shall remain in effect as to the portion of the Property not
taken, except that the Base Rent and Additional Rent shall be reduced in
proportion to the reduction in the floor area of the Property. Any Condemnation
award or payment shall be distributed in the following order: (a) first, to any
ground lessor, mortgagee or beneficiary under a deed of trust encumbering the
Property, the amount of its interest in the Property; (b) second, to Tenant,
only the amount of any award specifically designated for loss of or damage to
Tenant's trade fixtures or removable personal property; and (c) third, to
Landlord, the remainder of such award, whether as compensation for reduction in
the value of the leasehold, the taking of the fee, or otherwise. If this Lease
is not terminated, Landlord shall repair any damage to the Property caused by
the Condemnation, except that Landlord shall not be obligated to repair any
damage for which Tenant has been reimbursed by the condemning authority. If
the severance damages received by Landlord are not sufficient to pay for such
repair, Landlord shall make such repair at Landlord's expense.

ARTICLE NINE: ASSIGNMENT AND SUBLETTING

        Section 9.01. LANDLORD'S CONSENT REQUIRED. No portion of the Property
or of Tenant's interest in this Lease may be acquired by any other person or
entity, whether by sale, assignment, mortgage, sublease, transfer, operation
of law, or act of Tenant, without Landlord's prior written consent, except as
provided in Section 9.02 below. Landlord has the right to grant or withhold its
consent as provided in Section 9.05 below provided, however, that such consent
shall not be unreasonably withheld, conditioned or delayed. Any attempted
transfer without consent shall be void and shall constitute a non-curable
breach of this Lease. If Tenant is a partnership, any cumulative transfer of
more than fifty percent (50%) of the partnership interests shall require
Landlord's consent. If Tenant is a corporation, any change in the ownership of
a controlling interest of the voting stock of the corporation shall require
Landlord's consent.

        Section 9.02. TENANT AFFILIATE. Tenant may assign this Lease or
sublease the Property, without Landlord's consent, to any corporation which
controls, is controlled by or is under common control with Tenant, or to any
corporation resulting from the merger of or consolidation with Tenant
("Tenant's Affiliate"). In such case, any Tenant's Affiliate shall assume in
writing all of Tenant's obligations under this Lease.

        Section 9.03. NO RELEASE OF TENANT. No transfer permitted by this
Article Nine, whether with or without Landlord's consent, shall release Tenant
or change Tenant's primary liability to pay the rent and to perform all other
obligations of Tenant under this Lease. Landlord's acceptance of rent from any
other person is not a waiver of any provision of this Article Nine. Consent to
one transfer is not a consent to any subsequent transfer. If Tenant's
transferee defaults under this Lease, Landlord may proceed directly against
Tenant without pursuing remedies against the transferee. Landlord may consent
to subsequent assignments or modifications of this Lease by Tenant's
transferee, without notifying Tenant or obtaining its consent. Such action
shall not relieve Tenant's liability under this Lease.

        Section 9.04. OFFER TO TERMINATE. If Tenant desires to assign the Lease
or sublease the Property, Tenant shall have the right to offer, in writing, to
terminate the Lease as of a date specified in the offer. If Landlord elects in
writing to accept the offer to terminate within twenty (20) days after notice
of the offer, the Lease shall terminate as of the date specified and all the
terms and provisions of the Lease governing termination shall apply. If
Landlord does not so elect, the Lease shall continue in effect until otherwise
terminated and the provisions of Section 9.05 with respect to any proposed
transfer shall continue to apply.

        Section 9.05. LANDLORD'S CONSENT.

        (a)     Tenant's request for consent to any transfer described in
Section 9.01 shall set forth in writing the details of the proposed transfer,
including the name, business and financial condition of the prospective
transferee, financial details of the proposed transfer (e.g., the term of and
the rent and security deposit payable under any proposed assignment or
sublease), and any other information Landlord deems reasonably relevant.
Landlord shall have the right to withhold consent, or to grant consent, which
consent shall not in any event be unreasonably withheld, conditioned or delayed
but which consent may be reasonably based on the following factors: (i) the
business of the proposed assignee or subtenant and the proposed use of the



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Property; (ii) the net worth and financial reputation of the proposed assignee
or subtenant; (iii) Tenant's compliance with all of its obligations under the
Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If
Landlord objects to a proposed assignment solely because of the net worth
and/or financial reputation of the proposed assignee, Tenant may nonetheless
sublease (but not assign), all or a portion of the Property to the proposed
transferee, but only on the other terms of the proposed transfer.

        Section 9.06.  NO MERGER.  No merger shall result from Tenant's sublease
of the Property under this Article Nine, Tenant's surrender of this Lease or the
termination of this Lease in any other manner. In any such event, Landlord may
terminate any or all subtenancies or succeed to the interest of Tenant as
sublandlord under any or all subtenancies.

ARTICLE TEN:  DEFAULTS; REMEDIES

        Section 10.01.  COVENANTS AND CONDITIONS. Landlord's and Tenant's
performance of each of their respective obligations under this Lease is a
condition as well as a covenant. Tenant's right to continue in possession of the
Property and Landlord's right to receive payment of the rent is conditioned
upon such performance. Time is of the essence in the performance of all
covenants and conditions.

        Section 10.02.  DEFAULTS.  Tenant shall be in material default under
this Lease:

        (a)  If Tenant abandons the Property or if Tenant's vacation of the
Property results in the cancellation of any insurance described in Section 4.04;

        (b)  If Tenant fails to pay rent or any other charge within ten (10)
days of Tenant's receipt of written notice from Landlord that such rent or
other charges is due and has not been paid.

        (c)  If Tenant fails to perform any of Tenant's non-monetary
obligations under this Lease for a period of thirty (30) days after Tenant's
receipt of written notice from Landlord; provided that if more than thirty (30)
days are required to complete such performance, Tenant shall not be in default
if Tenant commences such performance within the thirty (30)-day period and
thereafter diligently pursues its completion.

        (d)  (i) If Tenant makes a general assignment or general arrangement
for the benefit of creditors; (ii) if a petition for adjudication of bankruptcy 
or for reorganization is filed by or against Tenant and is not dismissed within
thirty (30) days; (iii) if a trustee or receiver is appointed to take
possession of substantially all of Tenant's assets located at the Property or
of Tenant's interest in this Lease and possession is not restored to Tenant
within sixty (60) days; or (iv) if substantially all of Tenant's assets located
at the Property or of Tenant's interest in this Lease is subjected to
attachment, execution or other judicial seizure which is not discharged within
sixty (60) days. If a court of competent jurisdiction determines that any of
the acts described in this subparagraph (d) is not a default under this Lease,
and a trustee is appointed to take possession (or if Tenant remains a debtor in
possession) and such trustee or Tenant transfers Tenant's interest hereunder,
then Landlord shall receive, as Additional Rent, the excess, if any, of the
rent (or any other consideration) paid in connection with such assignment or
sublease over the rent payable by Tenant under this Lease.

        (e)  If any guarantor of the Lease revokes or otherwise terminates, or
purports to revoke or otherwise terminate, any guaranty of all or any portion
of Tenant's obligations under the Lease. Unless otherwise expressly provided, no
guaranty of the Lease is revocable.

        Section 10.03.  REMEDIES.  On the occurrence of any material default by
Tenant beyond the applicable cure periods set forth above, Landlord may, at any
time thereafter, with or without notice or demand and without limiting Landlord
in the exercise of any right or remedy which Landlord may have:

        (a)  Terminate Tenant's right to possession of the Property by any
lawful means, in which case this Lease shall terminate and Tenant shall
immediately surrender possession of the Property to Landlord. In such event,
Landlord shall be entitled to recover from Tenant all damages incurred by
Landlord by reason of Tenant's default, including (i) the worth at the time of
the award of the unpaid Base Rent, Additional Rent and other charges which
Landlord had earned at the time of the termination; (ii) the worth at the time
of the award of the amount by which the unpaid Base Rent, Additional Rent and
other charges which Landlord would have earned after termination until the time
of the award exceeds the amount of such rental loss that Tenant proves
Landlord could have reasonably avoided; (iii) the worth at the time of the
award of the amount by which the unpaid Base Rent, Additional Rent and other
charges which Tenant would have paid for the balance of the Lease Term after
the time of award exceeds the amount of such rental loss that Tenant proves
Landlord could have reasonably avoided; and (iv) any other amount necessary to
compensate Landlord for all the detriment proximately caused by Tenant's
failure to perform its obligations under the Lease or which in the ordinary
course of things would be likely to result therefrom,

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used in subparts (i) and (ii) above, the "worth at the time of the award" is
computed by allowing interest on unpaid amounts at the rate of fifteen percent
(15%) per annum, or such lesser amount as may then be the maximum lawful rate.
As used in subpart (iii) above, the "worth at the time of the award" is
computed by discounting such amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of the award, plus one percent (1%). If
Tenant has abandoned the Property, Landlord shall have the option of (i)
retaking possession of the Property and recovering from  Tenant the amount
specified in this Paragraph 10.03(a), or (ii) proceeding under Paragraph
10.03(b);

        (b) Maintain Tenant's right to possession, in which case this Lease
shall continue in effect whether or not Tenant has abandoned the Property. In
such event, Landlord shall be entitled to enforce all of Landlord's rights and
remedies under this Lease, including the right to recover the rent as it
becomes due;

        (c) Pursue any other remedy now or hereafter available to Landlord
under the laws of judicial decisions of the state in which the Property is
located.

        Section 10.06. CUMULATIVE REMEDIES. Landlord's exercise of any right or
remedy shall not prevent it from exercising any other right or remedy.

ARTICLE ELEVEN: PROTECTION OF LENDERS

        Section 11.01. SUBORDINATION. Landlord shall have the right to
subordinate this Lease to any ground lease, deed of trust or mortgage
encumbering the Property, any advances made on the security thereof and any
renewals, modifications, consolidations, replacements or extensions thereof,
whenever made or recorded. Tenant shall cooperate with Landlord and any lender
which is acquiring a security interest in the Property or the Lease. Tenant
shall execute such further documents and assurances as such lender may
reasonably require, provided that Tenant's obligations under this Lease shall
not be increased in any material way (the performance of ministerial acts shall
not be deemed material), and Tenant shall not be deprived of its rights under
this lease. Tenant's right to quiet possession of the Property during the Lease
Term shall not be disturbed if Tenant pays the rent and performs all of Tenant's
obligations under this Lease and is not otherwise in default. If any ground
lessor, beneficiary or mortgagee elects to have this Lease prior to the lien of
its ground lease, deed of trust or mortgage and gives written notice thereof to
Tenant, this Lease shall be deemed prior to such ground lease, deed of trust or
mortgage whether this Lease is dated prior or subsequent to the date of said
ground lease deed of trust or mortgage or the date or recording thereof.

        Section 11.02. ATTORNMENT. If Landlord's interest in the Property is
acquired by any ground lessor, beneficiary under a deed of trust, mortgagee, or
purchaser at a foreclosure sale, provided Tenant first receives an appropriate
Non-disturbance Agreement reasonably acceptable to tenant and its Counsel,
Tenant shall attorn to the transferee of or successor to Landlord's interest in
the Property and recognizes such transferee or successor as Landlord under this
Lease. Tenant waives the protection of any statute or rule of law which gives or
purports to give Tenant any right to terminate this Lease or surrender
possession of the Property upon the transfer of Landlord's interest.

        Section 11.03   SIGNING OF DOCUMENTS. Provided Tenant has first received
a Non-Disburbance Agreement as set forth above, Tenant shall sign and deliver
any instrument or documents reasonable necessary or appropriate to evidence any
such attornment or subordination or agreement to do so. If Tenant fails to do so
within ten (10) days after Tenant's receipt of written request, Tenant hereby
makes, constitutes and irrevocably appoints Landlord, or any transferee or
successor of Landlord, the attorney-in-fact to Tenant to execute and deliver any
such instrument or document.

        Section 11.04. ESTOPPEL CERTIFICATES.

(a) Upon either Landlord's or Tenant's written request, each shall execute,
acknowledge and deliver to the other a written statement certifying: (i) that
none of the terms or provisions of this Lease have been changed (or if they
have been changed, stating how they have been changed); (ii) that this Lease
has not been cancelled or terminated; (iii) the last date of payment of the
Base Rent and other charges and the time period covered by such payment; (iv)
that neither is not in default under this Lease (or, if either is claimed to be
in default, stating why); and (v) such other representations or information
with respect to Tenant, Landlord or the Lease as Landlord or Tenant may
reasonably request or which any prospective purchaser or encumbrancer of the
Property may require. Landlord or Tenant shall deliver such statement to the
other within ten (10) days after Landlord's or Tenant's receipt of such request.
Landlord or Tenant may give any such statement by the others to any prospective
purchaser or encumbrancer of the Property or sublease of assignee of the Lease.
Such purchaser or encumbrancer or sublease or assign may rely conclusively upon
such statement as true and correct.



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     (b)  If Landlord or Tenant does not deliver such statement to the other
within such ten (10)-day period, Landlord or Tenant, and any prospective
purchaser or encumbrancer or sublessee or assignee, may conclusively presume
and rely upon the following facts: (i) that the terms and provisions of this
Lease have not been changed except as otherwise represented by Landlord; 
(ii) that this Lease has not been cancelled or terminated except as otherwise
represented by Landlord; (iii) that not more than one month's Base Rent or
other charges have been paid in advance; and (iv) that Landlord or Tenant, as
applicable is not in default under the Lease. In such event, Landlord or Tenant
shall be estopped from denying the truth of such facts.

     Section 11.05. TENANT'S FINANCIAL CONDITION. Within ten (10) days after
Tenant's receipt of written request from Landlord but not more often than two
(2) times per year, Tenant shall deliver to Landlord such financial statements
as Landlord reasonably requires to verify the net worth of Tenant or any
assignee, subtenant, or guarantor of Tenant. In addition, Tenant shall deliver
to any lender designated by Landlord any financial statement required by
such lender to facilitate the financing or refinancing of the Property. Tenant
represents and warrants to Landlord that each such financial statement is a
true and accurate statement as of the date of such statement. All financial
statements shall be confidential and shall be used only for the purposes set
forth in this Lease.

ARTICLE TWELVE: LEGAL COSTS

     Section 12.01. LEGAL PROCEEDINGS. If Tenant or Landlord shall be in breach
or default under this Lease, such party (the "Defaulting Party") shall
reimburse the other party (the "Nondefaulting Party") upon demand for any costs
or expenses that the Nondefaulting Party incurs in connection with any breach
or default of the Defaulting Party under this Lease, whether or not suit is
commenced or judgment entered. Such costs shall include legal fees and costs
incurred for the negotiation of a settlement, enforcement of rights or
otherwise. Furthermore, if any action for breach of or to enforce the
provisions of this Lease is commenced, the court in such action shall award to
the party in whose favor a judgment is entered, a reasonable sum as attorney's
fees and costs. The losing party in such action shall pay such attorneys' fees
and costs. Tenant shall also indemnify Landlord against and hold Landlord
harmless from all costs, expenses, demands and liability Landlord may incur if
Landlord becomes or is made a party to any claim or action (a) instituted by
Tenant against any third party, or by any third party against Tenant, or by or
against any person holding any interest under or using the Property by license
of or agreement with Tenant; (b) for foreclosure of any lien for labor or
material furnished to or for Tenant or such other person; (c) otherwise arising
out of or resulting from any act or transaction of Tenant or such other person;
or (d) necessary to protect Landlord's interest under this Lease in a
bankruptcy proceeding, or other proceeding under Title 11 of the United States
Code, as amended. Tenant shall defend Landlord against any such claim or action
at Tenant's expense with counsel reasonably acceptable to Landlord or, at
Landlord's election, Tenant shall reimburse Landlord for any legal fees or
costs Landlord incurs in any such claim or action.

     Section 12.02. LANDLORD'S CONSENT. Tenant shall pay Landlord's reasonable
attorneys' fees incurred in connection with Tenant's request for Landlord's
consent under Article Nine (Assignment and Subletting), or in connection with
any other act which Tenant proposes to do and which requires Landlord's
consent, such fees not to exceed Five Hundred and No/100ths ($500.00) Dollars.

ARTICLE THIRTEEN: MISCELLANEOUS PROVISIONS

     Section 13.01  NON-DISCRIMINATION. Tenant promises, and it is a condition
to the continuance of this Lease, that there will be no discrimination against,
or segregation of, any person or group of persons on the basis of race, color,
sex, creed, national origin or ancestry in the leasing, subleasing,
transferring, occupancy, tenure or use of the Property or any portion thereof. 

     Section 13.02. LANDLORD'S LIABILITY; CERTAIN DUTIES.

     (a)  As used in this Lease, the term "Landlord" means only the current
owner or owners of the fee title to the Property or the leasehold estate under
a ground lease of the Property at the time in question  and their agents,
employees, contractors, invitees, successors or guests. Each Landlord is
obligated to perform the obligations of Landlord under this Lease only during
the time such Landlord owns such interest or title. Any Landlord who transfers
its title or interest is relieved of all liability with respect to the
obligations of Landlord under this Lease to be performed on or after the date of
transfer. However, each Landlord shall remain liable for any breach or
liability with respect to any obligation of Landlord to be performed at such
date of transfer and deliver to its transferee all funds that Tenant previously 
paid if such funds have not yet been applied under the terms of this Lease.

     (b)  Tenant shall give written notice of any failure by Landlord to
perform any of its obligations under this Lease to Landlord and to any ground
lessor, mortgagee or beneficiary under any deed of trust encumbering the
Property whose name and address have been furnished to Tenant in writing.
Landlord shall not be in default under this Lease unless Landlord (or such
ground lessor, mortgagee or beneficiary) fails to cure such non-performance
within thirty (30) days after receipt of Tenant's notice. However, if such
non-performance reasonably requires more than thirty (30) days to cure,
Landlord shall not be in default if such cure is commenced within such thirty
(30)-day period and thereafter diligently pursued to completion.

     Section 13.03. SEVERABILITY. A determination by a court of competent
jurisdiction that any provision of this Lease or any part thereof is illegal or
unenforceable shall not cancel or invalidate the remainder of such  provision
or this Lease, which shall remain in full force and effect.

     Section 13.04. INTERPRETATION. The captions of the Articles or Sections of
this Lease are to assist the parties in reading this Lease and are not a part
of the terms or provisions of this Lease. Whenever required by the context of
this Lease, the singular shall include the plural and the plural shall include
the singular. The masculine, feminine and neuter genders shall each include the
other. In any provision relating to the conduct, acts or omissions of Tenant,
the term "Tenant" shall include Tenant's agents, employees, contractors,
invitees, successors or others using the Property with Tenant's expressed or
implied permission.

     Section 13.05. INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS. This
Lease is the only agreement between the parties pertaining to the lease of the
Property and no other agreements are effective. All Amendments to this Lease
shall be in writing and signed by all parties. Any other attempted amendment
shall be void.

     Section 13.06. NOTICES. All notices required or permitted under this Lease
shall be in writing and shall be personally delivered or sent by certified
mail, return receipt requested, postage prepaid. Notices to Tenant shall be
delivered to the address specified in Section 1.03 above, except that upon
Tenant's taking possession of the Property, the Property shall be Tenant's
address for notice purposes. Notices to Landlord shall be delivered to the
address specified in Section 1.02 above. All notices shall be effective upon
delivery. Either party may change its notice address upon written notice to the
other party.

(C)  1988 Southern California Chapter                          Initials
          of the Society of Industrial  [SIOR LOGO](TM)                 ------
          and Office Realtors,(R) Inc.                                  ------


                                       10

                            (SINGLE-TENANT NET FORM)
<PAGE>   11
     Section 13.07. WAIVERS. All waivers must be in writing and signed by the
waiving party. Landlord's failure to enforce any provision of this Lease or
its acceptance of rent shall not be a waiver and shall not prevent Landlord
from enforcing that provision or any other provision of this Lease in the
future. No statement on a payment check from Tenant or in a letter accompanying
a payment check shall be binding on Landlord. Landlord may, with or without
notice to Tenant, negotiate such check without being bound to the conditions of
such statement.

     Section 13.08. NO RECORDATION. Tenant shall not record this Lease without
prior written consent from Landlord. However, either Landlord or Tenant may
require that a "Short Form" memorandum of this Lease executed by both parties be
recorded. The party requiring such recording shall pay all transfer taxes and
recording fees.

     Section 13.09. BINDING EFFECT; CHOICE OF LAW. This Lease binds any party
who legally acquires any rights or interest in this Lease from Landlord or
Tenant. However, Landlord shall have no obligation to Tenant's successor unless
the rights or interests of Tenant's successor are acquired in accordance with
the terms of this Lease. The laws of the state in which the Property is located
shall govern this Lease.

     Section 13.10. CORPORATE AUTHORITY; PARTNERSHIP AUTHORITY. If Tenant is a
corporation, each person signing this Lease on behalf of Tenant represents and
warrants that he has full authority to do so and that this Lease binds the
corporation. Within thirty (30) days after this Lease is signed, Tenant shall
deliver to Landlord a certified copy of a resolution of Tenant's Board of
Directors authorizing the execution of this Lease or other evidence of such
authority reasonably acceptable to Landlord. If Tenant is a partnership, each
person or entity signing this Lease for Tenant represents and warrants that he
or it is a general partner of the partnership, that he or it has full authority
to sign for the partnership and that this Lease binds the partnership and all
general partners of the partnership. Tenant shall give written notice to
Landlord of any general partner's withdrawal or addition. Within thirty (30)
days after this Lease is signed, Tenant shall deliver to Landlord a copy of
Tenant's recorded statement of partnership or certificate of limited
partnership.

     Section 13.11. JOINT AND SEVERAL LIABILITY. All parties signing this Lease
as Tenant shall be jointly and severally liable for all obligations of Tenant.

     Section 13.12. FORCE MAJEURE. If Landlord cannot perform any of its
obligations due to events beyond Landlord's control, the time provided for
performing such obligations shall be extended by a period of time equal to the
duration of such events. Events beyond Landlord's control include, but are not
limited to, acts of God, war, civil commotion, labor disputes, strikes, fire,
flood or other casualty, shortages of labor or material, government regulation
or restriction and weather conditions.

     Section 13.13. EXECUTION OF LEASE. This Lease may be executed in
counterparts and, when all counterpart documents are executed, the counterparts
shall constitute a single binding instrument. Landlord's delivery of this Lease
to Tenant shall not be deemed to be an offer to lease and shall not be binding
upon either party until executed and delivered by both parties.

     Section 13.14. SURVIVAL. All representations and warranties of Landlord
and Tenant shall survive the termination of this Lease.

ARTICLE FOURTEEN: BROKERS

     Section 14.01. BROKER'S FEE. When this Lease is signed by and delivered to
both Landlord and Tenant, Landlord shall pay a real estate commission to
Landlord's Broker named in Section 1.08 above, if any, as provided in the
written agreement between Landlord and Landlord's Broker, or the sum stated in
Section 1.09 above for services rendered to Landlord by Landlord's Broker in
this transaction. Landlord shall pay Landlord's Broker a commission if Tenant
exercises any option to extend the Lease Term or to buy the Property, or any
similar option or right which Landlord may grant to Tenant, or if Landlord's
Broker is the procuring cause of any other lease or sale entered into between
Landlord and Tenant covering the Property. Such commission shall be the amount
set forth in Landlord's Broker's commission schedule in effect as of the
execution of this Lease. If a Tenant's Broker is named in Section 1.08 above,
Landlord's Broker shall pay an appropriate portion of its commission to Tenant's
Broker if so provided in any agreement between Landlord's Broker and Tenant's
Broker. Nothing contained in this Lease shall impose any obligation on Landlord
to pay a commission or fee to any party other than Landlord's Broker.

     Section 14.02. PROTECTION OF BROKERS. If Landlord sells the Property, or
assigns Landlord's interest in this Lease, the buyer or assignee shall, by
accepting such conveyance of the Property or assignment of the Lease, be
conclusively deemed to have agreed to make all payments to Landlord's Broker
thereafter required of Landlord under this Article Fourteen. Landlord's Broker
shall have the right to bring a legal action to enforce or declare rights under
this provision. The prevailing party in such action shall be entitled to
reasonable attorneys' fees to be paid by the losing party. Such attorneys' fees
shall be fixed by the court in such action. This Paragraph is included in this
Lease for the benefit of Landlord's Broker.

     Section 14.03. AGENCY DISCLOSURE; NO OTHER BROKERS.

Landlord and Tenant each warrant that they have dealt with no other real estate
broker(s) in connection with this transaction except: CB Commercial Real
Estate Group, Inc., who represents  the Landlord         
                                     ------------------------------------------
                                                                               
-------------------------------------------------------------------------------
and       N/A                                                              ,who
             -------------------------------------------------------------
represents                                                                     
          ---------------------------------------------------------------------

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

------------------------------------------------------------------------------.

     In the event that CB Commercial represents both Landlord and Tenant,
Landlord and Tenant hereby confirm that they were timely advised of the dual
representation and that they consent to the same, and that they do not expect
said broker to disclose to either of them the confidential information of the
other party. 

ARTICLE FIFTEEN: COMPLIANCE

     The parties hereto agree to comply with all applicable federal, state and
local laws, regulations, codes, ordinances and administrative orders having
jurisdiction over the parties, property or the subject matter of this
Agreement, including, but not limited to, the 1964 Civil Rights Act and all
amendments thereto, the Foreign Investment in Real Property Tax Act, the
Comprehensive Environmental Response Compensation and Liability Act, and The
Americans With Disabilities Act.

(C)  1988 Southern California Chapter                          Initials
          of the Society of Industrial  [SIOR LOGO](TM)                 ------
          and Office Realtors,(R) Inc.                                  ------


                                       11

                            (SINGLE-TENANT NET FORM)

<PAGE>   12
     ADDITIONAL PROVISIONS MAY BE SET FORTH IN A RIDER OR RIDERS ATTACHED
HERETO OR IN THE BLANK SPACE BELOW. IF NO ADDITIONAL PROVISIONS ARE INSERTED,
PLEASE DRAW A LINE THROUGH THE SPACE BELOW.





     Landlord and Tenant have signed this Lease at the place and on the dates
specified adjacent to their signatures below and have initialled all Riders
which are attached to or incorporated by reference in this Lease.


                                                      "LANDLORD"

Signed on       August 9, 1993               VECTOR ASSOCIATES, A CALIFORNIA
          ---------------------------      -----------------------------------
       at     Balboa Island, CA                    LIMITED PARTNERSHIP
          ---------------------------      -----------------------------------
                                           By:    /s/ JAMES E. "TED" MUNROE     
                                               -------------------------------
                                                   James E. ( "Ted") Munroe     
                                           Its:        General Partner          
                                               -------------------------------

                                           By:
                                               -------------------------------

                                           Its:
                                               -------------------------------



                                                        "TENANT"
 
Signed on        August 2, 1993                      ARTECON, INC.,
          ---------------------------      -----------------------------------
                 Carlsbad, CA                   A CALIFORNIA CORPORATION  
at        ---------------------------      -----------------------------------

                                           By:     
                                               -------------------------------
                                                      James L. Lambert
                                           Its:           President
                                               -------------------------------

                                           By:    /s/ TESFAYE HAILEMICHAEL
                                               -------------------------------
                                          
                                           Its:           Secretary
                                               -------------------------------


     IN ANY REAL ESTATE TRANSACTION, IT IS RECOMMENDED THAT YOU CONSULT WITH A
PROFESSIONAL, SUCH AS A CIVIL ENGINEER, INDUSTRIAL HYGIENIST OR OTHER PERSON
WITH EXPERIENCE IN EVALUATING THE CONDITION OF THE PROPERTY, INCLUDING THE
POSSIBLE PRESENCE OF ASBESTOS, HAZARDOUS MATERIALS AND UNDERGROUND STORAGE
TANKS.

     THIS PRINTED FORM LEASE HAS BEEN DRAFTED BY LEGAL COUNSEL AT THE DIRECTION
OF THE SOUTHERN CALIFORNIA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICE
REALTORS(R), INC. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE SOUTHERN
CALIFORNIA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICE REALTORS(R), INC.,
ITS LEGAL COUNSEL, THE REAL ESTATE BROKERS NAMED HEREIN, OR THEIR EMPLOYEES OR
AGENTS, AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS
LEASE OR OF THIS TRANSACTION. LANDLORD AND TENANT SHOULD RETAIN LEGAL COUNSEL TO
ADVISE THEM ON SUCH MATTERS AND SHOULD RELY UPON THE ADVICE OF SUCH LEGAL
COUNSEL.




                                        Initials ______________________________
                                               

                                                 ______________________________ 


                            (Single-Tenant Net Form)

(C)1988 Southern California Chapter
        of the Society of Industrial
        and Office Realtors(R), Inc.  [LOGO]        
<PAGE>   13
ADDENDUM TO STANDARD INDUSTRIAL LEASE - SINGLE-TENANT FACILITY DATED JULY 9,
1993, BY AND BETWEEN VECTOR ASSOCIATES, A LIMITED PARTNERSHIP, AS LANDLORD AND
ARTECON, INC., A CALIFORNIA CORPORATION AS TENANT FOR THE SPACE LOCATED AT 6305
EL CAMINO REAL, CARLSBAD, CA 92009.

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

1.)     CONDITION OF PREMISES:

        Landlord will provide Tenant with approximately 20,250 square feet of
        office built as follows: reception area, nine (9) offices, two (2)
        additional conference rooms, kitchen/lunch room, restrooms for 150
        people, open office area, entire office area will be re-carpeted, with
        balance being warehouse. All such office space and other improvements
        shall be constructed in substantial accordance with plans and
        specifications prepared by Group I Architects, dated 7/20/93, P-1, P-2,
        P-3. In addition to all improvements listed above, Landlord will paint
        interior and exterior of facility white, Tenant's yellow corporate
        accent stripe will be added, warehouse floor will be acid washed and
        then sealed, parking lot will be sealed and striped and landscaping
        upgraded. The Tenant Improvements are to be completed by December 24,
        1993. Final space plan and costs to be approved by Landlord and Tenant.

2.      If Tenant Improvements are not completed by Landlord on or before
        December 24, 1993, then lease commencement shall be delayed until April
        1, 1994 with no cost to Tenant and Tenant shall receive May 1994 of
        lease rent free.


                 [SIG]                                          [SIG]
        -----------------------                        -----------------------
          LANDLORD INITIALS                               TENANT'S INITIALS





     
     
     
<PAGE>   14


[CB COMMERCIAL LOGO]  Right of First Offer Lease Rider


        This Rider is attached to and made part of that certain lease dated
July 9, 1993 between VECTOR ASSOCIATES, A California Limited Partnership, as
Landlord, and ARTECON, INC., a California corporation, as Tenant, covering the
Property commonly known as 6305 El Camino Real, Carlsbad, CA 92009 (the
"Lease"). The terms used in this Rider shall have the same definitions as set
forth in the Lease. The provisions of this Rider shall prevail over any
inconsistent or conflicting provisions of the Lease.

RIGHT OF FIRST OFFER.

        Each time during the Lease Term, Landlord intends to offer the Property
for sale to third parties or to accept an offer of a third party to purchase
the Property, Landlord shall first give written notice to Tenant of the
purchase price and other material terms upon which Landlord is willing to sell
the Property which material terms shall be identical to the terms of
Landlord's offer to any such third party. ("Landlord's Sale Notice").
Landlord's Sale Notice shall constitute an offer to sell the Property to Tenant
at the price and upon the terms and conditions contained in Landlord's Sale
Notice. Tenant shall have ten (10) days after receipt of Landlord's Sale Notice
in which to accept such offer. Tenant shall accept such offer, if at all, only
by written notice to Landlord in which Tenant shall agree to purchase the
Property from Landlord at the price and upon the terms and conditions contained
in Landlord's Sale Notice. If Tenant accepts such offer within the ten (10) day
period, Landlord and Tenant shall open an escrow, within five (5) days
thereafter, for the purchase and sale of the Property. Tenant shall purchase
the Property from Landlord through such escrow at the price and in accordance
with the terms and conditions contained in Landlord's Sale Notice. If Tenant
fails to give Landlord notice of Tenant's acceptance of the offer contained in
Landlord's Sale Notice within the fourteen (14) day period, then all rights of
Tenant to purchase the Property under this Rider shall terminate and Landlord
shall have no further obligation to notify Tenant of any other proposed
purchase or sale of the Property. Landlord shall thereafter have the
unconditional right to sell the Property to third parties or to accept the
offers from third parties to purchase the Property without further obligation to
Tenant. The preceding Right of First Offer shall not apply to (a) sales or
transfers among entities or persons related to Landlord, including, but not
limited to: partners, if Landlord is a partnership; shareholders, if Landlord
is a corporation; or family members of any individual Landlord or any such
partner or shareholder; (b) any transfer or disposition by assignment, gift,
devise, testamentary transfer, intestate successions; or (c) any transfer to a
trust for the benefit of any heir at law of Landlord (or any heir at law of any
partner or shareholder of Landlord) or for the benefit of Landlord.


                                        Initials ______________________________
                                               

                                                 ______________________________ 


(C)1982 Southern California Chapter of the
        Society of Industrial Realtors(R), Inc. [LOGO]
        Reprinted under license          
<PAGE>   15


[CB COMMERCIAL LOGO]  Option to Extend Term Lease Rider


        This Rider is attached to and made part of that certain Lease (the
"Lease") dated July 9, 1993 between VECTOR ASSOCIATES, a California Limited
Partnership, as Landlord, and ARTECON, INC., a California corporation, as
Tenant, covering the Property commonly known as 6305 El Camino Real, Carlsbad,
CA 92009 (the "Property"). The terms used herein shall have the same definitions
as set forth in the Lease. The provisions of this Rider shall supersede any
inconsistent or conflicting provisions of the Lease.

A.      OPTION(S) TO EXTEND TERM.

        1.  GRANT OF OPTION.

        Landlord hereby grants to Tenant one (1) option(s) (the "Option(s)") to
extend the Lease Term for additional term(s) of three (3) years each (the
"Extension(s)"), on the same terms and conditions as set forth in the Lease,
but at an increased rent as set forth below. Each Option shall be exercised
only by written notice delivered to Landlord at least One Hundred Eighty (180)
days before the expiration of the Lease Term or the preceding Extension of the
Lease Term, respectively. If Tenant fails to deliver Landlord written notice of
exercise of an Option within the prescribed time period, such Option and any
succeeding Options shall lapse, and there shall be no further right to extend
the Lease Term. Each Option shall be exercisable by Tenant on the express
conditions that (a) at the time of the exercise, Tenant shall not be in default
under any of the provisions of the Lease beyond any applicable cure
periods and (b) Tenant has not been fifteen (15) or more days late in the
payment of rent more than a total of three (3) times during the Lease Term and
all preceding Extensions.

        2.  PERSONAL OPTIONS.

        The Option(s) are personal to the Tenant named in Section 1.03 of the
Lease or any Tenant's Affiliate described in Section 9.02 of the Lease. If
Tenant subleases any portion of the Property or assigns or otherwise transfers
any interest under the Lease to an entity other than a Tenant Affiliate prior
to the exercise of an Option (whether with or without Landlord's consent), such
Option and any succeeding Options shall lapse. If Tenant subleases any portion
of the Property or assigns or otherwise transfers any interest of Tenant under
the Lease in accordance with Article 9 of the Lease after the exercise of an
Option and after the commencement of the Extension related to such Option, then
the term of the Lease shall expire upon the expiration of the Extension during
which such sublease or transfer occurred and only the succeeding Options shall
lapse.

B.      CALCULATION OF RENT.

        The Base Rent during the Extension(s) shall be determined by one or a
combination of the following methods (INDICATE METHOD UPON EXECUTION OF THE
LEASE):

          ( [ ] 1. COST OF LIVING ADJUSTMENT (Section B.1, below)
          (        Rental Adjustment Date(s): The first day of the 1st, 13th and
whichever (        25th month(s) of the first Extension(s) of the Lease Term.
          (
          ( [ ] 2. FAIR RENTAL VALUE ADJUSTMENT (Section B.2, below) as
greater   (        determined by appraisers [ ] or broker [ ].
          (        Rental Adjustment Date(s): The first day of the 1st, 13th and
          (        25th month(s) of the first Extension(s) of the Lease Term.

            [ ] 3. FIXED ADJUSTMENT

                 The Base Rent shall be increased to the following amounts (the
                 "Adjusted Base Rent(s)") on the dates (the "Rental Adjustment
                 Date(s)") set forth below:

                   RENTAL ADJUSTMENT DATE(S)          ADJUSTED BASE RENT(S)

                 _____________________________     $__________________________

                 _____________________________     $__________________________

                 _____________________________     $__________________________

                 _____________________________     $__________________________


        1.  COST OF LIVING ADJUSTMENT.

        The Base Rent shall be increased on the dates specified in Section B.1,
above (the "Rental Adjustment Date(s)") by reference to the Index defined in
Section 3.02 of the Lease or the substitute index described in Paragraph
3.02(b) of the Lease, as follows: The Base Rent in effect immediately prior to
the applicable Rental Adjustment Date (the "Comparison Base Rent") shall be
increased by the percentage that the Index has increased from the month in
which the payment of the Comparison Base Rent commenced through the month in
which the applicable Rental Adjustment Date occurs. In no event shall the Base
Rent be reduced by reason of such computation.


                                        Initials ______________________________
                                               

                                                 ______________________________ 


(C)1988 Southern California Chapter
        of the Society of Industrial
        and Office Realtors(R), Inc.          
<PAGE>   16
     2. FAIR RENTAL VALUE ADJUSTMENT.

     The Base Rent shall be increased on the date(s) specified in Section B.2,
above (the "Rental Adjustment Date(s)") to the "fair rental value" of the
Property, determined in the following manner:

     (a) Not later than one hundred (100) days prior to any applicable Rental
Adjustment Date, Landlord and Tenant shall meet in an effort to negotiate, in
good faith, the fair rental value of the Property as of such Rental Adjustment
Date. If Landlord and Tenant have not agreed upon the fair rental value of the
Property at least ninety (90) days prior to the applicable Rental Adjustment
Date, the fair rental value shall be determined by appraisal, by one or more
appraisers or brokers (herein called "Appraiser(s)"), as provided in Section
B.2(b), below. If appraiser(s) are used, such appraiser(s) shall have at least
five (5) years' experience in the appraisal of commercial/industrial real
property in the area in which the Property is located and shall be members of
professional organizations such as MAI or equivalent. If broker(s)) are used,
such broker(s) shall have at least five (5) years' experience in the sales and
leasing of commercial/industrial real property in the area in which the Property
is located and shall be members of professional organizations such as the
Society of Industrial and Office Realtors or equivalent.

     (b) If Landlord and Tenant are not able to agree upon the fair rental
value of the Property within the prescribed time period, then Landlord and
Tenant shall attempt to agree in good faith upon a single Appraiser not later
than seventy-five (75) days prior to the applicable Rental Adjustment date. If
Landlord and Tenant are unable to agree upon a single Appraiser within such
time period, then Landlord and Tenant shall each appoint one Appraiser not
later than sixty-five (65) days prior to the applicable Rental Adjustment Date.
Within ten (10) days thereafter, the two (2) appointed Appraisers shall appoint
a third (3rd) Appraiser. If either Landlord or Tenant fails to appoint its
Appraiser within the prescribed time period, the single Appraiser appointed
shall determine the fair rental value of the Property. If both parties fail to
appoint Appraisers within the prescribed time periods, then the first Appraiser
thereafter selected by a party shall determine the fair rental value of the
Property. Each party shall bear the cost of its own Appraiser and the parties
shall share equally the cost of the single or third Appraiser, if applicable.

     (c) For the purposes of such appraisal, the term "fair market value" shall
mean the price that a ready and willing tenant would pay, as of the applicable
Rental Adjustment Date, as monthly rent to a ready and willing landlord of
property comparable to the Property if such property were exposed for lease on
the open market for a reasonable period of time and taking into account all of
the purposes for which such property may be used. If a single Appraiser is
chosen, then such Appraiser shall determine the fair rental value of the
Property. Otherwise, the fair rental value of the Property shall be the
arithmetic average of the two (2) of the three (3) appraisals which are closest
in amount, and the third appraisal shall be disregarded. In no event, however,
shall the Base Rent be reduced by reason of such computation. Landlord and
Tenant shall instruct the Appraiser(s) to complete the determination of the
fair rental value not later than thirty (30) days prior to the applicable Rental
Adjustment Date. If the fair rental value is not determined prior to the
applicable Rental Adjustment Date, then Tenant shall continue to pay to
Landlord the Base Rent applicable to the Property immediately prior to such
Extension, until the fair rental value is determined. When the fair rental
value of the Property is determined, Landlord shall deliver notice thereof to
Tenant, and Tenant shall pay to Landlord, within ten (10) days after the
receipt of such notice, the difference between the Base Rent actually paid by
Tenant to Landlord and the new Base Rent determined hereunder.

(C)  1988 Southern California Chapter                          Initials
          of the Society of Industrial  [SIOR LOGO](TM)                 ------
          and Office Realtors,(R) Inc.                                  ------


                                       2

                            (SINGLE-TENANT NET FORM)
<PAGE>   17



                                  EXHIBIT "B"

                                   FLOOR PLAN
                                (TO BE ATTACHED)

<PAGE>   18


                                    SUBJECT
                                    PROPERTY



                               [DIAGRAM OF FLOOR PLAN]

<PAGE>   19



                        EXTENSION OF LEASE TERM ADDENDUM

THIS ADDENDUM IS ATTACHED TO AND MADE PART OF THAT CERTAIN LEASE (THE "LEASE")
DATED JULY 9, 1993 BETWEEN VECTOR ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP,
AS LANDLORD, AND ARTECON, INC., A CALIFORNIA CORPORATION, AS TENANT, COVERING
THE PROPERTY COMMONLY KNOWN AS 6305 EL CAMINO REAL, CARLSBAD, CALIFORNIA 92009
CONTAINING APPROXIMATELY 67,200 SQUARE FEET (THE "PROPERTY"). THE TERMS USED
HEREIN SHALL HAVE THE SAME DEFINITIONS AS SET FORTH IN THE LEASE. THE PROVISIONS
OF THIS RIDER SHALL SUPERSEDE ANY INCONSISTENT OR CONFLICTING PROVISIONS OF THE
LEASE.


EXTENSION OF LEASE TERM:

Landlord and Tenant hereby agree to extend the Lease Term for an additional
term of three (3) years on the same terms and conditions as set forth in the
Lease, but at an increased rent as set forth below:

January 1, 1997-December 31, 1997:      Thirty Thousand Two Hundred fifty and
                                        no/100ths Dollars ($30,250.00) per
                                        month.

This monthly rental rate shall be increased on January 1, 1998 and January 1,
1999 by the Consumer Price Index during the prior year. The increase will be
calculated by the Los Angeles/Anaheim/Riverside Index (all urban consumers/
1967=100) with a minimum of three percent (3%) increase and a maximum of four
percent (4%) increase in rental rate.


ACCEPTED AND AGREED:

LANDLORD:

By: /s/ JAMES E. MUNROE                 3/14/96
    ---------------------------------   ---------------------
    JAMES E. "TED" MUNROE,                    DATE
    GENERAL PARTNER


TENANT:

By: /s/ JAMES L. LAMBERT                3/21/96
    ---------------------------------   ---------------------
    James L. Lambert, President               DATE
<PAGE>   20
                    OPTION TO EXTEND TERM LEASE RIDER
[LOGO] CB           
COMMERCIAL          CB COMMERCIAL REAL ESTATE GROUP, INC.
                    BROKERAGE AND MANAGEMENT
                    LICENSED REAL ESTATE BROKER

     This Rider is attached to and made part of that certain Lease (the
"Lease") dated July 9, 1993 between Vector Associates, a California Limited
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Partnership, as Landlord, and Artecon, Inc., a California Corporation, as
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Tenant, covering the Property commonly known as 6305 El Camino Real, Carlsbad,
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California 92009 containing approximately 67,200 square feet (the "Property").
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The terms used herein shall have the same definitions as set forth in the Lease.
The provisions of this Rider shall supersede any inconsistent or conflicting
provisions of the Lease.

A. OPTION(S) TO EXTEND TERM = January 1, 2000 through December 31, 2001.

   1. GRANT OF OPTION.

   Landlord hereby grants to Tenant one (1) option(s)(the "Option(s)") to
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extend the Lease Term for additional term(s) of two (2) years each (the
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"Extension(s)"), on the same terms and conditions as set forth in the Lease,
but at an increased rent as set forth below. Each Option shall be exercised
only by written notice delivered to Landlord at least one hundred eighty (180)
days before the expiration of the Lease Term or the preceding Extension of the
Lease Term, respectively. If Tenant fails to deliver Landlord written notice of
exercise of an Option within the prescribed time period, such Option and any
succeeding Options shall lapse, and there shall be no further right to extend
the Lease Term. Each Option shall be exercisable by Tenant on the express
conditions that (a) at the time of the exercise, and at all times prior to the
commencement of such Extension, Tenant shall not be in default under any of the
provisions of the Lease and (b) Tenant has not been ten (10) or more days late
in the payment of rent more than a total of three (3) times during the Lease
Term and all preceding Extensions.

   2. PERSONAL OPTIONS.
   
   The Option(s) are personal to the Tenant named in Section 1.03 of the Lease
or any Tenant's Affiliate described in Section 9.02 of the Lease. If Tenant
subleases any portion of the Property or assigns or otherwise transfers any
interest under the Lease to an entity other than a Tenant Affiliate prior to
the exercise of an Option (whether with or without Landlord's consent), such
Option and any succeeding Options shall lapse. If Tenant subleases any portion
of the Property or assigns or otherwise transfers any interest of Tenant under
the Lease to an entity other than a Tenant Affiliate after the exercise of an
Option but prior to the commencement of the respective Extension (whether with
or without Landlord's consent), such Option and any succeeding Options shall
lapse and the Lease Term shall expire as if such Option were not exercised. If
Tenant subleases any portion of the Property or assigns or otherwise transfers
any interest of Tenant under the Lease in accordance with Article 9 of the
Lease after the exercise of an Option and after the commencement of the
Extension related to such Option, then the term of the Lease shall expire upon
the expiration of the Extension during which such sublease or transfer occurred
and only the succeeding Options shall lapse.

B. CALCULATION OF RENT.

   The Base Rent during the Extension(s) shall be determined by one or a
combination of the following methods (INDICATE METHOD UPON EXECUTION OF THE
LEASE):

    [X]  1. COST OF LIVING ADJUSTMENT (Section B.1, below)
            Rental Adjustment Date(s): The first day of the 1st and 13th
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            month(s) of the one (1) and only Option to Extend the Lease Term.
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    [ ]  2. FAIR RENTAL VALUE ADJUSTMENT (Section B.2, below) as determined by
            appraiser [ ] or broker [ ].
            Rental Adjustment Date(s): The first day of the_____________month(s)
            of the ________________________Extension(s) of the Lease Term.

    [ ]  3. FIXED ADJUSTMENT 
            The Base Rent shall be increased to the following amounts (the
            "Adjusted Base Rent(s)") on the dates (the "Rental Adjustment
            Date(s)") set forth below:

               RENTAL ADJUSTMENT DATE(S)               ADJUSTED BASE RENT(S)
               
            -------------------------------    $ -------------------------------
             
            -------------------------------    $ -------------------------------

            -------------------------------    $ -------------------------------
           
            -------------------------------    $ -------------------------------

    1.  COST OF LIVING ADJUSTMENT.

    The Base Rent shall be increased on the dates specified in Section B.1,
above (the "Rental Adjustment Date(s)") by reference to the *Index defined
in Section 3.02 of the Lease or the substitute index described in Paragraph
3.02(b) of the Lease, as follows: The Base Rent in effect immediately prior to
the applicable Rental Adjustment Date (the "Comparison Base Rent") shall be
increased by the percentage that the Index has increased from the month in
which the payment of the Comparison Base Rent commenced through the month in
which the applicable Rental Adjustment Date occurs. In no event shall the Base
Rent be reduced by reason of such computation.
*This monthly rental rate shall be increased on January 1, 2000 and January 1,
2001 by the Consumer Price Index during the prior year. The increase will be
calculated by the Los Angeles/Anaheim/Riverside Index (all urban
consumers/1967=100) with a minimum of three percent (3%) increase and a maximum
of six percent (6%) increase in rental rate.
                         
                                             Initials /s/ JAMES E. MUNROE
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                                                      /s/ JAMES L. LAMBERT  
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(c) 1988 Southern California Chapter    
    of the Society of Industrial                    [SIOR LOGO](TM)
    and Office Realtors(R), Inc.