<PAGE>

                                   LEASE AGREEMENT

                                       BETWEEN

                           OTR, AN OHIO GENERAL PARTNERSHIP

                                on behalf of Landlord

                                         AND

                                NOVELLUS SYSTEMS, INC.

                                 on behalf of Tenant

                                  DATED MAY 26, 1996


<PAGE>

                                  TABLE OF CONTENTS

1.   PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2.   TERM   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

3.   RENTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     (a)    BASE RENTAL . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     (b)    ADDITIONAL RENTAL . . . . . . . . . . . . . . . . . . . . . . . 2
            (i)      OPERATING EXPENSES. . . . . . . . . . . . . . . . . .  2
            (ii)     REAL ESTATE TAXES . . . . . . . . . . . . . . . . . .  2
     (c)    PAYMENT OF PROPORTIONATE SHARE . . . . . . . . . . . . . . . .  3
     (d)    DISPUTE OF OPERATING EXPENSES. . . . . . . . . . . . . . . . .  3
     (e)    ADJUSTMENTS TO OPERATING EXPENSES. . . . . . . . . . . . . . .  4
     (f)    NO DECREASE IN BASE RENTAL . . . . . . . . . . . . . . . . . .  4
     (g)    OTHER CHARGES. . . . . . . . . . . . . . . . . . . . . . . . .  4
     (h)    PLACE OF PAYMENT . . . . . . . . . . . . . . . . . . . . . . .  4

4.   CONSTRUCTION    . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
     (a)    IMPROVEMENTS TO BE CONSTRUCTED . . . . . . . . . . . . . . . .  4
     (b)    WORK PRIOR TO COMMENCEMENT DATE. . . . . . . . . . . . . . . .  4
     (c)    AVAILABILITY OF PREMISES PRIOR TO COMMENCEMENT DATE. . . . . .  5
     (d)    SUBSTANTIAL COMPLETION . . . . . . . . . . . . . . . . . . . .  5
     (e)    CONDITION OF PREMISES. . . . . . . . . . . . . . . . . . . . .  5
     (f)    OVERLOAD . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

5.   USE OF PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
     (a)    USE      . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
     (b)    ADVERTISEMENT. . . . . . . . . . . . . . . . . . . . . . . . .  5
     (c)    SOLICITATION . . . . . . . . . . . . . . . . . . . . . . . . .  5
     (d)    CARE     . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
     (e)    NOISE; ODORS . . . . . . . . . . . . . . . . . . . . . . . . .  6

6.   ALTERATIONS     . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
     (a)    PROHIBITION. . . . . . . . . . . . . . . . . . . . . . . . . .  6
     (b)    INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . .  6
     (c)    COMPLIANCE AND SUPERVISION OF ALTERATIONS. . . . . . . . . . .  6
     (d)    LANDLORD'S PROPERTY. . . . . . . . . . . . . . . . . . . . . .  7
     (e)    WIRING   . . . . . . . . . . . . . . . . . . . . . . . . . . .  7

7.   MECHANICS' LIENS. . . . . . . . . . . . . . . . . . . . . . . . . . .  7

8.   MAINTENANCE AND REPAIR. . . . . . . . . . . . . . . . . . . . . . . .  7
     (a)    TENANT'S MAINTENANCE . . . . . . . . . . . . . . . . . . . . .  7
     (b)    LANDLORD'S MAINTENANCE . . . . . . . . . . . . . . . . . . . .  8
     (c)    INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . .  8

9.   COMMON AREAS    . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
     (a)    GRANT    . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
     (b)    PARKING  . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
     (c)    RIGHT TO CHANGE COMMON AREAS . . . . . . . . . . . . . . . . .  8

                                          i
<PAGE>

(10) BUILDING SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . .  9
     (a)    ELECTRIC . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
     (b)    WATER    . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
     (c)    AIR-CONDITIONING AND HEAT. . . . . . . . . . . . . . . . . . .  9
     (d)    JANITOR SERVICE. . . . . . . . . . . . . . . . . . . . . . . .  9
     (e)    ELEVATOR SERVICE . . . . . . . . . . . . . . . . . . . . . . . 10
     (f)    INTERRUPTION OF SERVICES . . . . . . . . . . . . . . . . . . . 10
     (g)    ENERGY CURTAILMENT . . . . . . . . . . . . . . . . . . . . . . 10
     (h)    NORMAL BUSINESS HOURS. . . . . . . . . . . . . . . . . . . . . 10
     (I)    HOLIDAYS . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

11.  ESTOPPEL CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . 10

12.  INDEMNIFICATION; WAIVER OF CLAIMS . . . . . . . . . . . . . . . . . . 10

13.  INSURANCE       . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     (a)    TENANT'S INSURANCE . . . . . . . . . . . . . . . . . . . . . . 11
     (b)    LANDLORD AS ADDITIONAL INSURED . . . . . . . . . . . . . . . . 12
     (c)    LANDLORD'S INSURANCE . . . . . . . . . . . . . . . . . . . . . 12
     (d)    INCREASE IN PREMIUMS . . . . . . . . . . . . . . . . . . . . . 12

14.  WAIVER OF SUBROGATION . . . . . . . . . . . . . . . . . . . . . . . . 12

15.  HOLDING OVER    . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

16.  ASSIGNMENT AND SUBLEASE . . . . . . . . . . . . . . . . . . . . . . . 13
     (a)    PROHIBITION. . . . . . . . . . . . . . . . . . . . . . . . . . 13
     (b)    OPTION TO CANCEL . . . . . . . . . . . . . . . . . . . . . . . 13
     (c)    RIGHT TO COLLECT RENTS DIRECTLY. . . . . . . . . . . . . . . . 13
     (d)    EXCESS RENT. . . . . . . . . . . . . . . . . . . . . . . . . . 13

17   QUIET ENJOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

18.  COMPLIANCE WITH LAWS AND WITH RULES AND REGULATIONS . . . . . . . . . 13
     (a)    LAWS     . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     (b)    RULES AND REGULATIONS. . . . . . . . . . . . . . . . . . . . . 14

19.  FIRE AND CASUALTY . . . . . . . . . . . . . . . . . . . . . . . . . . 14

20.  EMINENT DOMAIN  . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

21.  DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

22.  WAIVER OF DEFAULT OR REMEDY. . . . . . . . . . . . . . . . . . . . . .17

23.  LANDLORD'S LIEN. . . . . . . . . . . . . . . . . . . . . . . . . . . .17

24.  UNIFORM COMMERCIAL CODE. . . . . . . . . . . . . . . . . . . . . . . .17

25.  FORCE MAJEURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . .17

                                          ii

<PAGE>



26.  SUBORDINATION OF LEASE . . . . . . . . . . . . . . . . . . . . . . . .17

27.  NOTICES AND CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . .18

28.  SECURITY DEPOSIT . . . . . . . . . . . . . . . . . . . . . . . . . . .18

29.  MISCELLANEOUS TAXES. . . . . . . . . . . . . . . . . . . . . . . . . .18

30.  SUBSTITUTE PREMISES. . . . . . . . . . . . . . . . . . . . . . . . . .19

31.  BROKERAGE COMMISSION . . . . . . . . . . . . . . . . . . . . . . . . .20

32.  HAZARDOUS DEVICES AND CONTAMINANTS . . . . . . . . . . . . . . . . . .20
     (a)    PROHIBITION . . . . . . . . . . . . . . . . . . . . . . . . . .20
     (b)    INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . .20
     (c)    DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . .21

33.  EXCULPATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

34.  SIGNS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

35.  LOCKS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

36.  EMPLOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

37.  PLUMBING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21

38.  CERTAIN RIGHTS RESERVED TO LANDLORD. . . . . . . . . . . . . . . . . .21

39.  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .22

40.  RELATIONSHIP OF PARTIES. . . . . . . . . . . . . . . . . . . . . . . .22

41.  GENDER AND NUMBER. . . . . . . . . . . . . . . . . . . . . . . . . . .22

42.  TOPIC HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . .23

43.  COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23

44.  ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . .23

45.  RECORDING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23

46.  GOVERNING LAW; INVALIDITY OF ANY PROVISIONS. . . . . . . . . . . . . .23

                                         iii

<PAGE>


                                   LEASE AGREEMENT

     THIS LEASE AGREEMENT ("Lease"), dated APRIL 25, 1995, is between OTR, an
Ohio general partnership ("Landlord") acting as the duly authorized nominee of
the BOARD OF THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO ("STRBO"), and
Novellus Systems, Inc., ("Tenant").

     1.     PREMISES.  In consideration of the rents, terms, provisions and
covenants of this Lease, Landlord hereby leases unto Tenant and Tenant hereby 
rents and accepts from Landlord those certain premises containing approximately 
6,916 net rentable square feet, consisting of 5,861 net usable square feet, 
located on the NINTH (9TH) FLOOR (the "Premises").  The Premises are outlined on
the floor plan attached hereto as Exhibit A and incorporated herein by 
reference.  The Premises are contained in that certain building located at 1701
Directors Boulevard, Austin, Texas 78744 (the "Building"), which Building 
contains 153,474 net rentable square feet of space.  The land on which the 
Building is situated, together with all improvements located thereon 
(collectively, the "Property"), is more particularly described on Exhibit B, 
attached hereto and incorporated herein by reference.

     2.     TERM.

            (a)     54 Months as listed below.  Subject to Paragraph 3 of 
     Exhibit G.

            (b)     For purposes of this Lease, the following terms shall have
     the following meanings:

                    (i)     "Commencement Date" shall mean the date upon which 
            the Premises are substantially completed (as hereinafter defined).  
            Promptly upon determination of the Commencement Date, Landlord and 
            Tenant shall execute a memorandum, setting forth the Commencement 
            Date and the expiration date of this Lease, in form and substance 
            substantially similar to that attached hereto as Exhibit C and 
            incorporated by reference.

                    (ii)    "Lease Year" shall mean each twelve (12) month 
            period commencing on the first day of the first full month after the
            Commencement Date and each anniversary thereafter during the Term 
            (as hereinafter defined) of this Lease; provided, however, that if 
            the Commencement Date is the first day of the month, the first Lease
            Year shall commence on the Commencement Date.  The first Lease Year 
            shall commence on the Commencement Date and end on the last day of 
            the last month of the first Lease Year regardless of whether the 
            first Lease Year is longer than twelve (12) months.

                    (iii)   "Term" shall mean the initial term of this Lease and
            any renewals or extensions thereof.

     3.     RENTAL. 
            (a)     BASE RENTAL.  Tenant shall pay to Landlord, as base rental
     (the "Base Rental") during the Term of this Lease the following amounts:
 


<TABLE>
<CAPTION>

                       Cost Per Square Foot,          Net Rentable                Monthly              Annual 
         Dates            NRA Per Annum                  Area                   Base Rental         Base Rental
         -----         ---------------------          ------------              -----------         -----------
<S>                    <C>                            <C>                       <C>                 <C> 
06/01/95-11/30/95        $13.25 Per Sq. Ft.            6,916                    $7,636.42           $91,637.00                      
12/01/95-03/31/96        $14.25 Per Sq. Ft.            6,916                    $8,212.75           $98,553.00
04/01/96-11/30/96        $14.25 Per Sq. Ft.            7,978                    $9,473.88           $113,686.50*
12/01/96-11/30/97        $14.85 Per Sq. Ft.            7,978                    $9,872.78           $118,473.30
12/01/97-11/30/98        $15.20 Per Sq. Ft.            7,978                    $10,105.47          $121,265.60
12/01/98-11/30/99        $15.55 Per Sq. Ft.            7,978                    $10,338.16          $124,057.90


</TABLE>

*On 04/01/96 Tenant shall begin paying on the 1,062 net rentable square feet,
900 net usable square feet Expansion Space as indicated on Exhibit A.



<PAGE>


     Each such monthly installments shall be due and payable in advance, on or 
     before the first day of each and every month during the Term, without 
     notice, demand or set-off; provided, however, that the first month's rent 
     shall be due and payable upon execution of this Lease.

          (b)  ADDITIONAL RENTAL.  If Operating Expenses in any calendar year 
     exceed the sum of SIX DOLLARS & 25/100 ($6.25) per square foot NRA ("Base 
     Operating Expense Amount") (such excess amount being hereinafter referred 
     to as the "Operating Expense Pass-through Amount"), Tenant shall pay to 
     Landlord, as Additional Rental (hereinafter defined), Tenant's 
     Proportionate Share (as hereinafter defined) of the Operating Expense 
     Pass-through Amount as set forth below.  If this Lease commences or 
     terminates on a date other than January 1, the annual Operating Expenses 
     and the Base Operating Expense Amount shall be prorated by multiplying 
     one-twelfth (1/12) of the annual Operating Expenses and one-twelfth (1/12) 
     of the Base Operating Expense Amount each by the number of full or partial 
     months between the Commencement Date and December 31 of the year of 
     commencement or between January 1 of the year of termination and the
     termination date, as the case may be.  As used in this Lease, 
     "Proportionate Share" shall mean a percentage factor, determined by 
     dividing the net rentable square footage contained in the Premises by the 
     net rentable square footage contained in the Building, or (5.2%) percent; 
     provided, however, that if THE BUILDING IS NOT FULLY OCCUPIED, TENANT'S 
     PROPORTIONATE SHARE OF THE OPERATING EXPENSE PASS-THROUGH AMOUNT FOR ANY 
     OPERATING EXPENSES THAT VARY WITH THE OCCUPANCY OF THE BUILDING which for 
     purposes of this paragraph shall be cleaning expenses, management fees, 
     maintenance costs and utilities, shall mean a percentage factor determined 
     by dividing the net rentable square footage contained in the Premises by 
     the average net rentable square footage occupied by tenants in the Building
     during a calendar year.

               (i)  OPERATING EXPENSES.  "Operating Expenses" shall include 
          those expenses paid by or on behalf of Landlord in respect of the 
          management, operation, service and maintenance of the Property, 
          including the Premises in accordance with generally accepted 
          principles of office building management as applied to the operation 
          and maintenance of office buildings similar to the type and nature of 
          the Property and in the general market area as the Property.  
          Operating Expenses shall include, but not be limited to, (A) Real 
          Estate Taxes (as hereinafter defined); (B) premium costs for
          liability, boiler, extended coverage, casualty and other insurance 
          covering the Property to be maintained by Landlord and required by the
          terms of this Lease; (C) electricity, gas, water and other utility 
          charges for the Property; (D) repair and maintenance of HVAC systems, 
          elevators, irrigation systems and other mechanical systems; (E) repair
          and maintenance of the Common Areas (as hereinafter defined) and the 
          Building structure and roof; (F) trash removal and snow removal; 
          (G) janitorial service; (H) wages, salaries and fees of operating, 
          auditing, accounting, maintenance and management personnel in 
          connection with the Property; (I) all payroll charges for such 
          personnel, such as unemployment and social security taxes, workers' 
          compensation, health, accident and group insurance, and other so-
          called fringe benefits; (J) rental charges for office space chargeable
          to the operation and management of the Property; (K) license permits 
          and inspection fees; (L) supplies and materials used in the operation 
          and management of the Property; (M) furnishings and equipment not 
          treated by Landlord as capital expenditures of the Property; (N) 
          depreciation and the cost of any labor saving devices that may, from 
          time to time, be placed in operation as a part of Landlord's 
          maintenance program; (O) personal property taxes on property used in 
          the operation, maintenance, service and management of the Property; 
          (P) the cost, as reasonably amortized by Landlord, with interest at 
          the rate of ten percent (10%) per annum of the unamortized amount, of 
          any capital improvement made after completion of initial construction 
          of the Building which reduces Operating Expenses, but in an amount not
          to exceed such reduction for the relevant year; (Q) management fees 
          relating to the Property; (R) the cost of any installation or 
          improvement required by reason of any law, ordinance or regulation,
          which requirement did not exist on the date of the Lease and is 
          generally applicable to similar office buildings; and (S) all other 
          expenses necessary for the operation and management of the Property, 
          but excluding capital improvements except to the extent specifically 
          described in this paragraph.

               (ii) REAL ESTATE TAXES.  "Real Estate Taxes" shall include all 
          taxes, including state equalization factor, if any, and assessments, 
          special or otherwise, exclusive of penalties or discounts levied upon 
          or with  respect to the Property, including the Premises, imposed by 
          any federal, state or local governmental agency, and including any 
          use, occupancy, excise, sales or other like taxes (other than general 
          income taxes

                                          2

<PAGE>

          on rent or other income from the Building computed in the case of a
          graduated tax, as if Landlord's rent and other income from the 
          Building was Landlord's sole taxable income).

               Real Estate Taxes also shall include the expense of contesting 
          the amount or validity of any such taxes, charges or assessments, such
          expense to be applicable to the period of the item contested.  Real 
          Estate Taxes shall not, however, include income, franchise, capital 
          stock, estate or inheritance taxes unless Landlord reasonably 
          determines that such taxes are in lieu of real estate taxes, 
          assessments, rental, occupancy and other like excise taxes.  For 
          purposes of this Lease, Real Estate Taxes for any calendar year shall 
          be those taxes the last timely payment date for which occurs within 
          such calendar year.  In case of special taxes or assessments payable 
          in installments, only the amount of the installment(s) the last timely
          payment date for which occurs on or after the first day and on or
          before the last day of such year shall be included in Real Estate 
          Taxes for that year.

               Landlord shall retain the sole right to participate in any 
          proceedings to establish or contest the amount of Real Estate Taxes.  
          If a complaint against valuation, protest of tax rates or other action
          increases or decreases the Real Estate Taxes for any calendar year, 
          resulting in an increase or decrease in rent hereunder, the Real 
          Estate Taxes for the affected calendar year shall be recalculated 
          accordingly and the resulting increased rent plus the expenses 
          incurred in connection with such contest, or decreased rent, less the 
          expenses incurred in connection with such contest, shall be paid 
          simultaneously with or applied as a credit against, as the case may 
          be, the rent next becoming due.

          (c)  PAYMENT OF PROPORTIONATE SHARE.  To provide for current payments 
     of Operating Expenses, Tenant shall pay Tenant's Proportionate Share of the
     Operating Expense Pass-through Amount, as estimated by Landlord from time 
     to time, in twelve (12) monthly installments, commencing on the first day 
     of the month following the month in which Landlord notifies Tenant of the 
     amount of its estimated Proportionate Share.  Landlord and Tenant intend to
     estimate the amount of Operating Expenses for each year and then to 
     reconcile such estimated expenses in the following year based on actual 
     Operating Expenses for such year paid by Landlord.  If Tenant's 
     Proportionate Share of the actual Operating Expense Pass-through Amount 
     shall be greater than or less than the aggregate of all installments so 
     paid on account to Landlord for such twelve (12) month period, then within 
     thirty (30) days of Tenant's receipt of Landlord's statement of reconciled 
     Operating Expenses, Tenant shall pay to Landlord the amount of such 
     underpayment, or Landlord shall credit Tenant for the amount of such
     overpayment against the next maturing installment(s) of rent, as the case 
     may be.  The obligation of Tenant with respect to the payment of Tenant's
     Proportionate Share of the Operating Expense Pass-through Amount shall 
     survive the termination of this Lease.  Any payment, refund, or credit made
     pursuant to this subparagraph 3(c) shall be made without prejudice to any 
     right of Tenant to dispute the statement as hereinafter provided, or of 
     Landlord to correct any item(s) as billed pursuant to the provisions 
     hereof.  Landlord's failure to give such statement shall not constitute a 
     waiver by Landlord of its right to recover rent that is due and payable 
     pursuant to this subparagraph 3(c).

          (d)  DISPUTE OF OPERATING EXPENSES.  If Tenant questions in writing 
     any such notice of reconciled Operating Expenses (or revised notice 
     thereof), and if the question is not amicably settled between Landlord and 
     Tenant within thirty (30) days after said notice of reconciled Operating 
     Expenses (or revised adjusted) has been given, Landlord shall, during the 
     sixty (60) days next following the expiration of such thirty (30) day 
     period, employ an independent certified public accountant to audit 
     Operating Expenses.  The determination of such account shall be final, 
     conclusive and binding upon Landlord and Tenant.  Tenant understands that 
     the actual itemization of, and the amount of individual items constituting,
     Operating Expenses is confidential; and while Landlord shall keep and make 
     available to such accountant all records in reasonable detail, and shall 
     permit such accountant to examine and audit such of Landlord's records as
     may reasonably be required to verify such reconciled Operating Expenses, at
     reasonable times during business hours, Landlord shall not be required to 
     (and the accountant shall not be permitted to) disclose to any person, firm
     or corporation, including to Tenant, any such details (it being the intent 
     of the parties that such accountant shall merely certify to Landlord and to
     Tenant the correct amount of adjusted additional Operating Expenses for the
     calendar year).  Any change in the reconciled Operating Expenses required 
     by such accountant's determination shall be made within thirty (30) days 
     after such determination has been rendered.  The expenses involved in such 
     determination shall be borne by Tenant and deemed to be Additional Rental 
     under this

                                          3

<PAGE>
     Lease, unless the results of such audit determine that the difference 
     between the Operating Expenses as determined by the audit and the Operating
     Expenses as determined by Landlord is greater than five percent (5%) of the
     Operating Expenses as determined by Landlord, in which case such expenses 
     shall be borne by the Landlord.  If Tenant does not, in writing, question 
     the reconciled Operating Expenses within thirty (30) days after such notice
     has been given, Tenant shall be deemed to have approved and accepted such 
     reconciled Operating Expenses.

          (e)  ADJUSTMENTS TO OPERATING EXPENSES.  If a clerical error occurs or
     Landlord or Landlord's accountants discover new facts, which error or 
     discovery causes Operating Expenses for any period to increase or decrease,
     upon notice by Landlord to Tenant of the adjusted additional Operating 
     Expenses for such calendar year, the adjusted additional Operating Expenses
     shall apply and any deficiency or overpayment of Tenant's Proportionate 
     Share of the Operating Expense Pass-through Amount, as the case may be, 
     shall be paid by Tenant or taken as a credit by Tenant according to the 
     provisions set forth above.  This provision shall survive the termination 
     of the Lease.

          (f)  NO DECREASE IN BASE RENTAL.  If the actual Operating Expenses is 
     less than the Base Operating Expense Amount, the annual Base Rental as set 
     forth in subparagraph 3(a) hereof shall not be reduced.

          (g)  OTHER CHARGES.  All costs, expenses and other sums that Tenant 
     assumes or agrees to pay to Landlord pursuant to this Lease ("Other 
     Charges") shall be deemed rental and, in the event of nonpayment thereof, 
     Landlord shall have all the rights and remedies herein provided for in case
     of nonpayment of Base Rental.  If a monthly installment of rent is not 
     received on or before the fifth (5th) day of the month in which it is due, 
     other remedies for nonpayment of rent notwithstanding, Tenant shall pay to 
     Landlord, a late charge of five percent (5%) of such installment as rent 
     for the purpose of defraying Landlord's administration expenses incident to
     the handling of such overdue payment, and such past due rent shall bear 
     interest at a rate of interest equal to the prime rate as announced from 
     time to time by Bank One, Columbus, N.A., plus three percent (3%) per annum
     (the "Default Rate"), for each day from the first day of the month through 
     the date such monthly installment of rent is received by Landlord.  For 
     purposes of this Lease, "rent" shall mean Base Rental, Additional Rental, 
     and Other Charges.

          (h)  PLACE OF PAYMENT.  Tenant shall pay all rent and other charges 
     due under this Lease without demand, deduction or set off to Landlord at 
     C/O TRAMMELL CROW COMPANY, 1701 DIRECTORS BOULEVARD, SUITE 350, AUSTIN, 
     TEXAS 78744 or at such other place as Landlord may designate from time to 
     time hereafter by written notice to Tenant.

     4.   CONSTRUCTION.

          (a)  IMPROVEMENTS TO BE CONSTRUCTED.  Landlord, at its own cost and
     expense, shall perform the work and make the installations in the Premises 
     that are designated as Landlord's Work in Exhibit D, attached hereto and 
     incorporated herein by reference.  Landlord, at Tenant's cost and expense, 
     shall perform the work and make the installations in the Premises that are 
     designated as Tenant's Work in Exhibit D.  Except as expressly set forth in
     Exhibit D, Landlord has made no promise to alter, remodel or improve the 
     Premises, the Building or the Property.

          (b)  WORK PRIOR TO COMMENCEMENT DATE.  All work, including Tenant's 
     Work, in the Premises shall be substantially completed prior to June 1, 
     1995 (the "Estimated Completion Date") and the Premises shall be in good 
     and tenantable condition in all respects for occupancy by Tenant for its 
     purposes and uses so long as Tenant shall have approved the plans and 
     specifications for construction and remodeling of the Premises on or before
     April 15, 1995.  Tenant may make changes in said plans and specifications 
     on or before April 15, 1995; provided, however, that in such event Landlord
     shall be given a reasonable extension of time to complete Landlord's Work 
     after the Estimated Completion Date.  Any extension of time and 
     modifications to plans and specifications shall be in writing, dated and 
     signed by both parties.  (If Tenant does not timely submit to Landlord 
     approved plans and specifications, the Commencement Date shall be the
     Estimated Completion Date and the rental shall commence from that date
     notwithstanding the fact that the Premises are not substantially 
     completed.)  The Estimated Completion Date

                                          4

<PAGE>

     shall be postponed in the event of (I) the unavailability of materials and
     equipment that have been specified and requested by Tenant or (ii) delays 
     caused by acts of God, strikes and other events beyond the reasonable 
     control of Landlord, and neither circumstance shall give rise to liability 
     of Landlord.

          (c)  AVAILABILITY OF PREMISES PRIOR TO COMMENCEMENT DATE.  If 
     Landlord, at Tenant's request, makes the Premises available to Tenant 
     before the Commencement Date to decorate, furnish, and equip the Premises, 
     Tenant shall not interfere with the completion of Landlord's Work.  
     Tenant's use of the Premises for such work shall not create a 
     landlord-tenant relationship between the parties, or constitute occupancy 
     of the Premises within the meaning of the next sentence, but the provisions
     of Paragraphs 12 and 13 of this Lease shall apply.

          (d)  SUBSTANTIAL COMPLETION.  As used herein, the work in the Premises
     shall be "substantially completed" when the work has been completed in
     accordance with the plans and specifications subject to the completion of 
     punch list items and a certificate of occupancy has been issued.

          (e)  CONDITION OF PREMISES.  Except as otherwise agreed to in writing,
     Tenant's taking possession of the Premises shall be conclusive evidence 
     against Tenant that the Premises were in good order and satisfactory 
     condition when Tenant took possession.  Landlord has made no representation
     respecting the condition of the Premises, the Building or the Property, 
     except for latent defects except as is expressly set forth in Exhibit D.  
     At the termination of this Lease, by lapse of time or otherwise, Tenant 
     shall remove all Tenant's property, including but not limited to, trade 
     fixtures, from the Premises, and shall return the Premises broom-clean and 
     in as good a condition as when the Tenant took possession or as same may 
     thereafter have been put by Landlord, except for ordinary wear, loss by 
     fire or other casualty, and repairs that Landlord is required to make under
     this Lease.  If Tenant fails to remove any or all of its property upon 
     termination of this Lease, such property shall be deemed to be abandoned 
     and shall become the property of Landlord.

          (f)  OVERLOAD.  To coordinate orderly move-ins and move-outs, no 
     furniture, freight or equipment of any kind exceeding three hundred (300) 
     pounds shall be brought into the Building without prior notice to Landlord 
     and Landlord shall designate the time and manner of moving of the same.  
     Landlord shall have the right to prescribe the weight, size and position of
     all safes and other heavy equipment brought into the Building and also the 
     times and manner of moving the same in and out of the Building.  Safes or 
     other heavy objects shall, if considered necessary by Landlord, stand on 
     supports of such thickness as is necessary to properly distribute the 
     weight.  Landlord will not be responsible for loss of or damage to any such
     safe or property from any cause, and all damage done to the Building by 
     moving or maintaining any such safe or other property shall be repaired at 
     Tenant's expense.

     5.   USE OF THE PREMISES.

          (a)  USE.  Tenant shall use the Premises for the conduct of GENERAL 
     OFFICE USE and for no other purpose whatsoever.  Tenant shall not, without 
     the prior written consent of Landlord, exhibit, sell or offer for sale on 
     the Premises or in the Building any article or thing, except those articles
     and things essentially connected with Tenant's stated use of the Premises.

          (b)  ADVERTISEMENT.  Tenant shall not advertise the business, 
     profession or activities of Tenant conducted in the Building in any manner 
     which violates the letter or spirit of any code of ethics adopted by any 
     recognized association or organization pertaining to such business of 
     Tenant, and shall never use any picture or likeness of the Building in any 
     circulars, notices, advertisements or correspondence without Landlord's 
     prior written consent.

          (c)  SOLICITATION.  Tenant shall not disturb, solicit, or canvass any
     occupant of the Building and shall cooperate with Landlord to prevent same.

          (d)  CARE.  Tenant shall use and occupy the Premises so that no other
     occupant of any adjoining premises will be unreasonably disturbed and shall
     create no nuisance in, upon or about the Premises.  Subject to

                                          5



<PAGE>


     the provisions of Paragraph 8(b), Tenant shall take good care of the 
     Premises, the fixtures and appurtenances thereto, and all alterations, 
     additions and improvements thereto.  Tenant will not make or permit to be 
     made any use of the Premises or any part thereof, and will not bring into 
     or keep anything in the Premises or any part thereof that (i) violates any 
     of the covenants, agreements, terms, provisions and conditions of this 
     Lease; (ii) directly or indirectly is forbidden by public law, ordinance or
     regulation of any government or public authority (including zoning 
     ordinances); (iii) is dangerous to life, limb or property; (iv) increases 
     the risk to Landlord or any other tenant or invalidate or increase the 
     premium cost of any policy of insurance carried on the Building or covering
     its operation; or (v) in the reasonable judgment of Landlord, in any way 
     impairs or tends to impair the character, reputation or appearance of the
     Property as a first-class office building, or impairs or interferes with 
     any of the services performed by Landlord for the Property.

          (e)  NOISE; ODORS.  Tenant shall not use, keep or permit to be used or
     kept any foul or noxious gas or substance in the Premises; permit or suffer
     the Premises to be occupied or used in a manner offensive or objectionable 
     to Landlord or other occupants of the building by reason of noise, odors 
     and/or vibrations; interfere in any way with other tenants or those having 
     business therein; or bring in or keep any animals or birds in the Premises.
     Tenant shall not use the Premises for housing accommodations or lodging or 
     sleeping purposes, or do any cooking therein, or use any illumination other
     than electric light.

     6.   ALTERATIONS.

          (a)  PROHIBITION.  Tenant shall not make any alterations, additions or
     improvements (collectively, the "Alterations") in or to the Premises, or in
     or to the Building without the express prior written consent of Landlord; 
     provided, however, that Landlord shall not be unreasonable in withholding 
     consent to nonstructural Alterations.  Before commencing any work in 
     connection with the Alterations, Tenant shall furnish to Landlord for its 
     approval the following: (i) detailed plans and specifications therefor, 
     (ii) names and addresses of each of the contractors and subcontractors, 
     (iii) copies of all contracts, subcontracts and necessary permits, (iv) a 
     payment and performance bond, or other indemnification, in form and amount 
     satisfactory to Landlord, protecting Landlord against any and all claims, 
     costs, damages, liabilities and expenses that may arise in connection with 
     the Alterations, (v) such documentation as is necessary to comply fully 
     with the mechanics' lien law of the state in which the Premises is located,
     and (vi) certificates of insurance, in form and amount satisfactory to 
     Landlord, from all contractors and subcontractors who will perform labor or
     furnish materials, insuring Landlord against any and all liability for 
     personal injury, including workers' compensation claims and for property 
     damage that may arise out of or be in any manner connected with the
     Alterations.

          (b)  INDEMNIFICATION. In addition to the indemnity set forth in 
     Paragraph 12 of this Lease, Tenant hereby specifically agrees to indemnify 
     and hold harmless Landlord from and against any and all liabilities, costs 
     and expenses of every kind and description, including attorneys' fees, that
     may arise out of or in any manner be connected with any Alterations made by
     Tenant.  Tenant shall pay the cost of all such Alterations and all costs 
     associated with decorating the Premises that may be occasioned thereby.  
     Upon completion of any such Alterations, Tenant shall furnish Landlord with
     (i) receipted bills covering all labor and materials used, together with 
     such documentation as is necessary to comply fully with the mechanics' lien
     law of the state in which the Premises are located; (ii) a true and correct
     copy of the certificate of occupancy, if one is issued; and (iii) a 
     certificate of Tenant's architect or engineer stating that such Alterations
     were made in substantial accordance with the plans and specifications.  
     Notice is hereby given that Landlord shall not be liable for any labor or 
     materials furnished or to be furnished to Tenant upon credit, and that no 
     mechanic's or other lien for such labor or materials shall attach to or
     affect the reversion or other estate or interest of Landlord in and to the
     Premises.

          (c)  COMPLIANCE AND SUPERVISION OF ALTERATIONS.  All Alterations made 
     by Tenant hereunder shall be installed in a good and workmanlike manner, 
     using only materials of the same or higher quality as those installed in 
     the Building.  All Alterations shall comply with all requirements of 
     Landlord's insurance carriers and with all laws, rules, ordinances and 
     regulations of any lawful authority.  Tenant shall permit Landlord to 
     supervise construction operations in connection with any such Alterations, 
     if Landlord requests the right to do so (but Landlord shall have no 
     obligation to make such requests, or having done so, to supervise
     construction).  Landlord's

                                          6

<PAGE>
     supervision of construction shall be done solely for the benefit of 
     Landlord and shall not alter Tenant's liability and responsibility under 
     this Paragraph 6.

          (d)  LANDLORD'S PROPERTY.  All Alterations, whether temporary or 
     permanent, including hardware, non-trade fixtures and wall and floor 
     coverings, whether placed in or upon the Premises by Landlord or Tenant, 
     shall become Landlord's property and shall remain with the Premises at the 
     termination of this Lease, whether by lapse of time or otherwise, without 
     compensation, allowance or credit to Tenant; provided, however, that 
     notwithstanding the foregoing, Landlord may request that any or all of said
     Alterations in or upon the Premises made by Tenant be removed by Tenant at 
     the termination of this Lease.  If Landlord requests such removal or if 
     Tenant removes its trade fixtures, Tenant shall remove the same prior to 
     the end of the Term and shall repair all damage to the Premises, the 
     Building or the Property caused by such removal.  Tenant shall not, 
     however, be required to remove pipes and wires concealed in floors, walls 
     or ceilings, provided that Tenant properly cuts and caps the same, and 
     seals them off in a safe, lawful and workmanlike manner, in accordance with
     Landlord's reasonable requirements and all applicable building codes. If 
     Tenant does not remove any Alterations when requested by Landlord to do so,
     Landlord may remove the same and repair all damage caused thereby, and 
     Tenant shall pay to Landlord the cost of such removal and repair 
     immediately upon demand therefor by Landlord, plus fifteen percent (15%) 
     of the cost of such removal to reimburse Landlord for its administrative 
     expense.  Tenant's obligation to observe or perform this covenant shall 
     survive the expiration or termination of this Lease.

          (e)  WIRING.  Landlord will direct electricians as to where and how
     telephone and computer wires are to be introduced.  No boring or cutting 
     for wires shall be allowed without Landlord's consent.  The location of 
     telephones, call boxes and other office equipment affixed to the Premises 
     shall be subject to Landlord's approval.

     7.   MECHANICS' LIENS.

          (a)  If, because of any act or omission of Tenant, any mechanic's lien
     or other lien, charge or order for the payment of money shall be filed 
     against any portion of the Premises, Tenant, at its own cost and expense, 
     shall cause the same to be discharged of record or bonded against within 
     ten (10) days of the filing thereof unless Tenant shall contest the 
     validity of such lien by appropriate legal proceedings diligently conducted
     in good faith and without expense to Landlord; and Tenant shall indemnify 
     and save harmless Landlord against and from all costs, liabilities, suits, 
     penalties, claims and demands, including attorneys' fees, on account 
     thereof.

          (b)  If Tenant shall fail to cause such liens to be discharged of 
     record or bonded against within the aforesaid ten (10) day period or shall 
     fail to satisfy such liens within ten (10) days after any judgment in favor
     of such lien-holders from which no further appeal might be taken, then 
     Landlord shall have the right to cause the same to be discharged.  All 
     amounts paid by Landlord to cause such liens to be discharged, plus 
     interest on such amounts at the Default Rate shall constitute Other Charges
     payable by Tenant to Landlord.

     8.   MAINTENANCE AND REPAIR.

          (a)  TENANT'S MAINTENANCE.  Tenant, at its sole cost and expense, 
     shall maintain and repair during the Term of this Lease the Premises and 
     every part thereof and any and all appurtenances thereto, including but not
     limited to, the doors and interior walls of the Premises; special light 
     fixtures; kitchen fixtures; auxiliary heating, ventilation, or 
     air-conditioning equipment; private bathroom fixtures and any other type of
     special equipment, together with related plumbing or electrical services; 
     and rugs, carpeting, wall coverings, and drapes within the Premises, 
     whether installed by Tenant or by Landlord on behalf of Tenant, and whether
     or not such items will become Landlord's property upon expiration or 
     termination of this Lease.  Notwithstanding the provisions hereof, in the 
     event that repairs required to be made by Tenant become immediately 
     necessary to avoid possible injury or damage to persons or property, 
     Landlord may, but shall not be obligated to, make repairs to such items at 
     Tenant's expense, which shall constitute Other Charges payable by Tenant 
     to Landlord.  Within ten (10) days after Landlord renders a bill for the 
     cost of said repairs, Tenant shall reimburse Landlord.

                                          7

<PAGE>

          (b)  LANDLORD'S MAINTENANCE.  Subject to Paragraph 8(a) above, 
     Landlord shall keep repair and maintain the Building (including the roof 
     and structural members, the Common Areas, mechanical and electrical 
     equipment, the exterior and architectural finish, and all items except 
     those excepted elsewhere in this Lease) of which the Premises are a part, 
     and the lawn, shrubs and other landscaping on the Property, all in good and
     tenantable condition during the Term of this Lease.  Landlord shall, in 
     addition, supply reasonable snow removal for the walkways and parking areas
     of the Property during Normal Business Hours (as hereinafter defined).   
     Tenant shall notify Landlord immediately when any repair to be made by 
     Landlord is necessary.  If any portion of the Building or the Premises is 
     damaged through the fault or negligence of Tenant, its agents, employees, 
     invitees or customers, then Tenant shall promptly and properly repair the 
     same at no cost to Landlord; provided, however, that Landlord may, at its
     option, make such repairs and Tenant shall, on demand, pay the cost 
     thereof, together with interest at the Default Rate to Landlord as Other 
     Charges.  Tenant shall immediately give Landlord written notice of any 
     defect or need for repairs, after which notice Landlord shall have 
     reasonable opportunity to repair same or cure such defect.  For the 
     purposes of making any repairs or performing any maintenance, Landlord may 
     block, close or change any entrances, doors, corridors, elevators, or other
     facilities in the Building or in the Premises, and may close, block or 
     change sidewalks, driveways or parking areas of the Property, so long as 
     Tenant at all times has reasonable access to the Premises for Tenant 
     intended use.  Landlord shall not be liable to Tenant, except as
     expressly provided in this Lease, for any damage or inconvenience and 
     Tenant shall not be entitled to any abatement of rent by reason of any 
     repairs, alterations or additions made by Landlord under this Lease.

          (c)  INSPECTION.  Tenant shall permit Landlord, its agents, employees 
     and contractors, at any time in the event of an emergency, and otherwise at
     reasonable times, to take any and all measures, including inspections, 
     repairs, alterations, additions and improvements to the Premises or to the 
     Building, as may be necessary or desirable to safeguard, protect or 
     preserve the Premises, the Building or Landlord's interests; to operate or 
     improve the Building; to comply on behalf of Tenant with all laws, orders 
     and requirements of government or other authority (if Tenant fails to do 
     so); to examine the Premises to verify Tenant's compliance with all of the 
     terms, covenants, obligations and conditions of this Lease; or to exercise 
     any rights with respect to the Premises that Landlord may exercise in the 
     event of default by Tenant.

     9.   COMMON AREAS.

          (a)  GRANT.  During the Term of this Lease, Landlord grants to Tenant,
     its employees, customers and invitees, a nonexclusive license to use, in 
     common with all others to whom Landlord has granted or may hereafter grant 
     a license to use, the common areas of the Property, including but not 
     limited to, the sidewalks, lobbies, halls, passages, exits, entrances, 
     elevators, stairways, restrooms, parking areas (except as provided for in 
     subparagraph (b) below), driveways and landscaped areas (collectively, the 
     "Common Areas") subject to reasonable rules and regulations respecting the 
     Common Areas as Landlord may from time to time promulgate.  The Common 
     Areas shall not be obstructed by Tenant or used for any purpose other than 
     for ingress to and egress from  the Premises.  The Common Areas are not for
     the use of the general public and Landlord shall in all cases retain the 
     right to control and prevent access thereto by all persons whose presence, 
     in the judgment of Landlord, shall be prejudicial to the safety, character,
     reputation and interests of the Building and its tenants; provided that 
     nothing herein contained shall be construed to prevent such access to
     persons with whom Tenant normally deals in the ordinary course of Tenant's
     business unless such persons are engaged in illegal activities.  Neither 
     Tenant nor its employees, customers or invitees shall go upon the roof or 
     mechanical floors or into mechanical areas of the Building.

          (b)  PARKING.  Parking will be provided in the surface parking area of
     the Property, and subject to the limitations below, in the underground 
     parking area of the Building, if any.  Landlord shall have the right to 
     designate aboveground parking areas for the use of the Building, and Tenant
     and its employees shall not park in parking areas not so designated, 
     specifically including entrances.  Upon written notice from Landlord, 
     Tenant shall furnish to Landlord, within five (5) days after receipt of 
     such notice, the state automobile license numbers assigned to the 
     automobiles of Tenant and its employees.  Landlord shall not be liable for 
     any vehicle of Tenant or its employees that the Landlord shall have towed 
     from the Premises when illegally parked.  Landlord shall have no liability
     to Tenant for any damages or claims arising from the use of the parking 
     area or roadways by Tenant, other tenants, or their customers invitees or 
     employees.  Tenant shall be allotted TWENTY (20) covered spaces within the 

                                          8

<PAGE>

     garage, beginning October 1, 1995, but prior to this date only eight (8) 
     covered spaces within the garage shall be available, which at Landlords 
     discretion shall be either on the first level of the garage or reserved on 
     the second level.  Tenant shall be allowed fan additional TWELVE (12) 
     spaces in the surface lots associated with the building.  Landlord is not 
     responsible for the policing or enforcement of the exclusivity of these 
     underground spaces.  Tenant, its sole cost and expense, shall be issued key
     cards, not in excess of the number of spaces allotted to Tenant, which 
     cards will allow Tenant entry into the underground parking area.  If any 
     of the key cards issued to Tenant are lost, Landlord shall charge Tenant 
     the sum of Fifty Dollars ($50.00) for each replacement card issued.

          (c)  RIGHT TO CHANGE COMMON AREAS.  Landlord may do and perform such 
     acts in and to the Common Areas as, Landlord, in its good business 
     judgment, shall determine to be advisable.  Landlord hereby reserves the 
     right to make alterations, additions, deletions or changes in the Common 
     Area, including, but not limited to, changes in its size and configuration.

     10.  BUILDING SERVICES.

          (a)  ELECTRIC.  Landlord shall provide electric power to the Premises.
     Electric power furnished by Landlord is intended to be that consumed in 
     normal office use during Normal Business Hours for lighting, heating, 
     ventilating, air conditioning and operating all office equipment.  Landlord
     reserves the right, if Tenant's consumption of electricity exceeds that 
     required for normal office use during Normal Business Hours, to include a 
     charge for such electricity as rent.  Such charge shall be based upon the 
     average cost per unit of electricity for the Building applied to the excess
     use as determined by an independent engineer selected by Landlord, or at 
     Landlord's option, to be determined by a submeter to be furnished and 
     installed at Tenant's expense.  If Tenant refuses to pay upon demand of 
     Landlord such excess charges, such refusal shall constitute a breach of the
     obligation to pay rent under this Lease and shall entitle Landlord to the 
     rights granted in this Lease for such breach.  Tenant shall use strict care
     and caution to ensure that all electricity is carefully shut off to prevent
     waste or damage.

          (b)  WATER.  Landlord shall provide water for drinking, lavatory and 
     toilet purposes from the regular Building supply (at the prevailing 
     temperature) through fixtures installed by Landlord (or by Tenant with 
     Landlord's prior written consent); provided that Tenant shall reimburse 
     Landlord, at rates fixed by Landlord, for water used by Tenant for 
     supplementary air-conditioning or refrigerating installed by or for Tenant 
     and for any other water used by Tenant (except for public drinking water 
     and public lavatory use).

          (c)  AIR-CONDITIONING AND HEAT.  Landlord shall provide air 
     conditioning and heat to the Premises for comfortable occupancy during 
     Normal Business Hours, subject at all times, however, to restrictions 
     placed upon Landlord by any duly constituted governmental agency and/or by 
     any utility supplier.  Tenant shall cooperate fully with Landlord to assure
     the effective operation of the Building's air-conditioning and heating 
     systems, including the closing of venetian blinds and drapes, and if 
     windows are operable, to keep them closed when the air-conditioning or 
     heating system is in use.  Tenant shall not use any apparatus or device 
     in, upon or about the Premises that in any way may increase the amount 
     of such services usually furnished or supplied to tenants in the Building, 
     and Tenant shall not connect any apparatus or device with the conduits
     or pipes, or other means by which such services are supplied for the 
     purpose of using additional or unusual amounts of such services, without 
     the prior written consent of Landlord.  If Tenant uses such services under 
     this provision to excess, Landlord reserves the right to charge Tenant for 
     such services, as rent.  If Tenant refuses to make payment upon demand of 
     Landlord, such excess charge shall constitute a breach of the obligation to
     pay rent under this Lease and shall entitle Landlord to the rights granted 
     in this Lease for such breach.

          (d)  JANITOR SERVICE.  Landlord shall provide janitor service in and 
     about the Premises and the Building at the end of each Monday, Tuesday, 
     Wednesday and Thursday, and at Landlord's option, at the end of either 
     Sunday or Friday, except for Holidays (as hereinafter defined).   Tenant 
     shall not provide any janitor service without Landlord's prior written 
     consent.  If Landlord consents to janitor service provided by Tenant, the 
     same shall be subject to Landlord's rules and regulations and to Landlord's
     supervision, but at Tenant's sole cost and expense (without reduction in 
     Base Rent or Additional Rental).  Landlord shall further provide carpet 
     cleaning in the Common Areas and window cleaning at such times as Landlord,
     in its sole opinion, considers that such cleaning

                                          9



<PAGE>


     is necessary.  Each Tenant shall cooperate with any janitor service in 
     keeping the Premises neat and clean.  Landlord shall be in no way 
     responsible to Tenant, its agents, employees or invitees, for any loss of 
     property within the Premises or for any damage to property thereon, from 
     any cause.

          (e)  ELEVATOR SERVICE.  If the Building contains elevators, Landlord 
     shall provide passenger elevator during Normal Business Hours.

          (f)  INTERRUPTION OF SERVICES.  Tenant hereby acknowledges that any 
     one or more of the utilities or building services specified in this 
     Paragraph 10 may be interrupted or diminished temporarily by Landlord or 
     other persons until certain repairs, alterations or other improvements to 
     the Premises or other parts of the Property can be made or by any event or 
     cause which is beyond Landlord's reasonable control, including, without 
     limitation, any ration or curtailment of utility services; that Landlord 
     does not represent, warrant or guarantee to Tenant the continuous 
     availability of such utilities or building services; and that any such 
     interruption shall not be deemed or construed to be an interference with 
     Tenant's right of possession, occupancy or use of the Premises, shall not 
     render Landlord liable to Tenant for damages or entitle Tenant to any 
     reduction of Base Rental, and shall not relieve Tenant from its
     obligation to pay Base Rental and to perform its other obligations under 
     this Lease.

          (g)  ENERGY CURTAILMENT.  Landlord and Tenant specifically acknowledge
     that energy shortages in the region in which the Property is located may 
     from time to time necessitate reduced or curtailed energy consumption on 
     the Property.  Tenant shall comply with all such rules and regulations as 
     may be promulgated from time to time by any governmental authority with 
     respect to energy consumption, and during such period of time as such 
     governmental authority may so require, Tenant shall reduce or curtail 
     operations in the Premises as shall be directed by Landlord or such 
     governmental authority.  Compliance with such rules and regulations and/or 
     such reduction or curtailment of operation shall not constitute a breach 
     of Landlord's covenant of quiet enjoyment or otherwise invalidate or affect
     this Lease, and Tenant shall not be entitled to any diminution or abatement
     in Base Rental during the periods of reduction or curtailment of 
     operations.

          (h)  NORMAL BUSINESS HOURS.  For purposes of this Lease, "Normal 
     Business Hours" shall mean 8:00 a.m. to 6:00 p.m., Monday through Friday, 
     and 8:00 a.m. to 1:00 p.m. on Saturday and not including Sundays and 
     Holidays.

          (i)  HOLIDAYS.  For purposes of this Lease, Holidays shall mean New 
     Year's Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving and 
     Christmas.

     11.  ESTOPPEL CERTIFICATES.  Within ten (10) days after written request by
Landlord, Tenant shall execute, acknowledge and deliver to Landlord or to
Landlord's mortgagee, a prospective purchase of the Property or any part
thereof, an estoppel certificate, in form and substance substantially similar to
that attached as Exhibit E and incorporated herein by reference.  Tenant shall
make such modifications to such estoppel certificate as may be necessary to make
such certificate true and accurate, it being intended that any such statement
delivered pursuant to this Paragraph 11 may be relied upon by any such
mortgagee, prospective mortgagee, prospective purchaser, or land lessor of the
Property.  If Tenant fails to provide such estoppel certificate with ten (10)
days after Landlord's request, Tenant shall be deemed to have approved the
contents of any such certificate submitted to Tenant by Landlord and by Landlord
is hereby authorized to so certify.

     12.  INDEMNIFICATION; WAIVER OF CLAIMS.

          (a)  Tenants shall protect, indemnify and hold harmless Landlord, its
     agents, servants, employees, officers, directors and partners forever 
     against and from (i) any penalty, damages, charges or costs imposed or 
     resulting from any violation of any law, order or ordinance of any 
     governmental agency, or by the use and occupancy of the Premises by Tenant,
     whether occasioned by the neglect of Tenant or those holding under Tenant; 
     (ii) all claims, losses, costs, damages and expenses, including attorneys' 
     fees, arising out of or from any accident or other occurrence on or about 
     the Premises or the Property causing injury to any person or property, 
     except caused by the negligent or intentional act or omission of Landlord 
     or its servants, agents or employees; (iii) all

                                          10

<PAGE>

     claims, losses, costs, damages and expenses, including attorneys' fees, 
     arising out of any failure of Tenant in any respect to comply with or 
     perform all the requirements and provisions of this Lease or arising out 
     of any use of the Premises or the Property by Tenant or any one claiming 
     by, through or under Tenant.

          (b)  Landlord shall not be liable for, and Tenant hereby waives all 
     claims against Landlord, (i) for any and all damages or loss to fixtures, 
     equipment or other property of Tenant and its servants, agents, employees, 
     contractors, suppliers, invitees, patrons and guests, in, upon or about the
     Premises or the Property, or (ii) for injury or death to any person, 
     occurring in, upon or about the Premises or the Property, resulting from 
     any cause whatever (except caused by the negligent or intentional act or 
     omission of Landlord or its servants, agents or employees), including, but 
     not limited to, water, snow, frost, ice, explosion, failing plaster, fire 
     or gas, smoke or other fumes, nor by reason of the leaking, breaking, 
     backing up or other malfunction of any lines, wires, pipes, tanks, boilers,
     lifts or any other appurtenances, regardless by whom installed or 
     maintained (Tenant hereby expressly assuming all responsibility for the 
     safety and security of the person and property of Tenant, and its servants,
     agents, employees, contractors, suppliers, invitees, patrons and guests, 
     while in, upon or about the Premises).  The occurrence of any event 
     described in this Paragraph 12 shall not constitute a breach of Landlord's 
     covenant of quiet enjoyment set forth in Paragraph 17.

          (c)  Landlord shall protect, indemnify, and hold harmless Tenant, its
     agents, servants, employees, officers, directors and partners forever 
     against and from (i) any penalty, damages, charges or costs imposed or 
     resulting from any violation of any law, order or ordinance of any 
     governmental agency, or by the use and occupancy of the Property by 
     Landlord, whether occasioned by the neglect of Landlord or those holding 
     under Landlord; (ii) all claims, losses, costs, damages and expenses, 
     including attorney's fees, arising out of or from any accident or other 
     occurrence on or about the Property causing injury to any person or 
     property, except caused by the negligent or intentional act or omission of 
     Tenant or its servants, agents or employees; (iii) all claims, losses, 
     costs, damages and expenses, including attorneys' fees, arising out of any 
     failure of Landlord in any respect to comply with or perform all the
     requirements ad provisions of this lease or arising out of any use of the
     Property by Landlord or any one claiming by, through or under Landlord.

          (d)  Tenant shall not be liable for, and Landlord hereby waives all
     claims against Tenant, (i) for any and all damages or loss to fixtures,
     equipment or other property of Landlord and its servants, agents, 
     employees, contractors, suppliers, invitees, patrons and guests, in, upon 
     or about the Property, or (ii) for injury or death to any person, occurring
     in, upon or about the Property, resulting from any cause whatever (except 
     caused by the negligent or intentional act or omission of Tenant or its 
     servants, agents or employees), including, but not limited to, water, snow,
     frost, ice, explosion, falling plaster, fire or gas, smoke or other fumes, 
     nor by reason of the leaking, breaking, backing up or other malfunction of 
     any lines, wires, pipes, tanks, boilers, lifts or any other appurtenances, 
     regardless of whom installed or maintained (Landlord hereby expressly 
     assuming all responsibility for the safety and security of the persons and 
     property of Landlord, and its servants, agents, employees, contractors, 
     suppliers, invitees, patrons and guests, while in, upon or about the 
     Property).

     13.  INSURANCE.

          (a)  TENANT'S INSURANCE.  Tenant, at its sole cost and expense, shall
     carry during the entire Term of this lease, the following types of
     insurance:

               (i)  Commercial general liability insurance against injuries to
          persons occurring in, upon or about the Premises, with minimum
          coverage of Five Million Dollars ($5,000,000.00) per occurrence and
          Five Million Dollars ($5,000,000.00) aggregate coverage per one (1)
          accident or disaster, and One Million Dollars ($1,000,000.00) for
          property damage;

               (ii) Fire, extended coverage, vandalism and malicious mischief,
          and sprinkler damage and all-risk insurance coverage on all personal
          property, trade fixtures, floor coverings, wall coverings,
          furnishings, furniture, and contents for their full insurable value on
          a replacement cost basis;

                                          11

<PAGE>


               (iii) Business interruption insurance, against loss or damage
          resulting from the same risks as are covered by the insurance 
          mentioned in subparagraph (i) above in an amount equal to the 
          aggregate of one (1) year's requirement of (A) Base Rental, (B) the 
          amount payable by Tenant for Additional Rental as provided in 
          subparagraph 3(b), and (C) insurance premiums necessary to comply with
          this Paragraph 13; and

               (iv) Workers' Compensation or other insurance, if and to the
          extent required by law and in form and amounts required by law.

          (b)  LANDLORD AS ADDITIONAL INSURED.  All such insurance required to
     be maintained by Tenant shall name Landlord as an additional insured and 
     shall be written with a company or companies reasonably satisfactory to 
     Landlord, having a policyholder rating of at least "A" and be assigned a 
     financial size category of at least "Class XIV" as rated in the most recent
     edition of "Best's Key Rating Guide" for insurance companies, and 
     authorized to engage in the business of insurance in the state in which the
     Premises are located.  Tenant shall deliver to Landlord copies of such 
     policies and customary insurance certificates evidencing such paid-up 
     insurance.  Such insurance shall further provide that the same may not be 
     canceled, terminated or modified unless the insurer gives Landlord and 
     Landlord's mortgagee(s) at least sixty (60) days' prior written notice 
     thereof.

          (c)  LANDLORD'S INSURANCE.  Landlord shall maintain in force, at all
     times during the Term of this Lease, a policy or policies of fire insurance
     to the extent of at least eighty percent (80%) of the insurable value of
     the Building.

          (d)  INCREASE IN PREMIUMS.  If insurance premiums payable by Landlord
     or any other tenant are increased as a result of any breach of Tenant's
     obligations under this Lease or as a result of Tenant's use and occupancy
     of the Premises, Tenant shall pay to Landlord an amount equal to any
     increase in such insurance premiums.

     14.  WAIVER OF SUBROGATION.  Neither Landlord nor Tenant shall be liable to
the other for any business interruption or any loss or damage to property or in
any manner growing out of or connected with Tenant's use and occupation of the
Premises, the Building or the Property or the condition thereof, or of the
adjoining property, whether or not caused by the negligence or other fault of
Landlord or Tenant or of their respective agents, employees, subtenants,
licensees or assignees; provided, however, that this release shall apply only to
the extent that such business interruption or loss or damage is covered by
insurance, regardless of whether such insurance is payable to or protects
Landlord or Tenant or both.  Nothing in this Paragraph 14 shall be construed to
impose any other or greater liability upon either Landlord or Tenant than would
have existed in the absence hereof.  Because this Paragraph 14 will preclude the
assignment of any claim mentioned in it by way of subrogation (or otherwise) to
an insurance company (or any other person), each party to this Lease agrees
immediately to give to each insurance company that has issued to its policies of
fire and extended coverage insurance, written notice of the terms of the mutual
waivers contained in this paragraph, and to have the insurance policies properly
endorsed, if necessary, to prevent the invalidation of the insurance coverages
because of the mutual waivers contained in this Paragraph 14.

     15.  HOLDING OVER.  If Tenant retains possession of the Premises or any
part thereof after the termination of this Lease, Tenant shall, from that day
forward, be a tenant from month to month and Tenant shall pay Landlord rent at
two (2) times the monthly rate in effect immediately prior to the termination of
this Lease for the time the Tenant remains in possession.  No acceptance of rent
by, or other act or statement whatsoever on the part of the Landlord or its
agent or employee, in the absence of a writing signed by the Landlord, shall be
construed as an extension of or as a consent for further occupancy.  Tenant
shall indemnify Landlord for all damages, consequential as well as direct,
sustained by reason of Tenant's retention of possession.  The provisions of this
Paragraph 15 do not exclude pursuit of Landlord's right of re-entry or any other
right hereunder.

                                          12

<PAGE>

     16.  ASSIGNMENT AND SUBLEASE.

          (a)  PROHIBITION.  Tenant shall not assign, convey, mortgage, pledge,
     encumber or otherwise transfer this Lease or any interest therein, sublet 
     the Premises or any part thereof, or permit the use or occupancy of the 
     Premises or any part thereof by anyone other than Tenant, without receiving
     Landlord's prior written consent, which consent shall not be unreasonably 
     withheld or delayed.  Any purported transfer, encumbrance, pledge, 
     mortgage, assignment or subletting not in compliance herewith shall be void
     and of no force or effect.  In the event of any assignment, subletting, 
     transfer or occupancy by someone other than Tenant, whether or not 
     expressly or impliedly approved by Landlord, Tenant shall, nevertheless, at
     all times, remain fully responsible and jointly and severally liable for 
     the payment of the rent and for compliance with all other obligations 
     imposed upon Tenant under the terms, provisions and covenants of this 
     Lease.  Any assignment or sublease shall contain a provision whereby the
     assignee or subtenant agrees to comply with and be bound by all of the 
     terms, covenants, conditions, provisions and agreements of this Lease to 
     the extent applicable, and Tenant shall deliver to Landlord, promptly 
     after execution, an executed copy of each assignment or sublease and an 
     agreement of compliance by each assignee or subtenant.  Any sublease shall 
     also contain a provision that in the event of default by Tenant hereunder 
     and a termination of this Lease by Landlord, such subtenant shall, at 
     Landlord's option, attorn to Landlord as if Landlord were the lessor under 
     the sublease.

          (b)  OPTION TO CANCEL.  Upon receipt of Tenant's written request for
     Landlord's consent to subletting, assignment, transfer or occupancy by 
     someone other than Tenant, Landlord shall have the option to cancel this 
     Lease as of the date the requested subletting, assignment, transfer or 
     occupancy by someone other than Tenant is to be effective.  Landlord shall 
     exercise its option to cancel this Lease by written notice to Tenant within
     thirty (30) days after Landlord receives Tenant's request for Landlord's 
     consent.

          (c)  RIGHT TO COLLECT RENTS DIRECTLY.  Upon the occurrence of an
     "event of default" as set forth in Paragraph 21 hereof, if all or any part
     of the Premises is then assigned, sublet, transferred or occupied by 
     someone other than Tenant, then, in addition to any other remedies provided
     in this Lease or provided by law, Landlord, at its option, may collect 
     directly from the assignee, subtenant, transferee or occupant all rent 
     becoming due to Tenant by reason of the assignment, sublease, transfer or 
     occupancy.  Any collection directly by Landlord from the assignee or 
     subtenant shall not be construed to constitute a novation or a release of 
     Tenant from the further performance of its obligations under this Lease.

          (d)  EXCESS RENT.  If Tenant assigns this lease or sublets all or a
     portion of the Premises for an amount in excess of the Base Rental, 
     additional rental and other charges (or the pro rata share of all such 
     rental in the case of a sublease of a portion of the Premises), the Tenant 
     shall pay to Landlord, as rent, one hundred percent (100%) of such excess 
     received by Tenant.

     17.  QUIET ENJOYMENT.  If Tenant shall pay the rents and other sums due to
be paid by Tenant hereunder as and when the same become due and payable, and if
Tenant shall keep, observe and perform, Tenant shall, at all times during the
Term herein granted, peacefully and quietly have and enjoy possession of the
Premises without any encumbrance or hindrance by, from or through Landlord,
except for regulations imposed by any governmental or quasi-governmental agency
on the occupancy of Tenant or the conduct of Tenant's business operations.

     18.  COMPLIANCE WITH LAWS AND WITH RULES AND REGULATIONS.

          (a)  LAWS.  Tenant, at its sole cost and expense, shall procure any
     permits and licences required for the transaction of Tenant's business in
     the Premises.  Tenant, at its sole cost and expense, shall promptly observe
     and comply with all present and future laws, ordinances, requirements,
     orders, directives, rules and regulations of all state, federal, municipal
     and other agencies or bodies having jurisdiction relating to the use,
     condition and occupancy of the Premises, the Building and the Property at
     any time in force, applicable to the Premises or to

                                          13




<PAGE>

     Tenant's use thereof, except that Tenant shall not be under any obligation
     to comply with any law, ordinance, rule or regulation requiring any
     structural alteration of the Premises, unless such alteration is required
     because of a condition that has been created by, or at the instance of,
     Tenant, or is required by reason of a breach of any of Tenant's covenants
     and agreements under this Lease.  Landlord shall not be required to repair
     any injury or damage by fire or other cause, or to make any repairs or
     replacements of any panels, decoration, office fixtures, railing, ceiling,
     floor covering, partitions, or any other property installed in the Premises
     by Tenant.

          (b)  RULES AND REGULATIONS.  Tenant shall comply with all rules and
     regulations for the Building, which current rules and regulations are
     attached hereto as Exhibit F and with such reasonable modifications thereof
     and additions thereto as Landlord may make hereafter, from time to time. 
     Notwithstanding anything contained in this Lease, Landlord shall not be
     responsible nor liable to Tenant, it agents, representatives, employees,
     invitees or licensees, for the nonobservance by any other tenant of any
     rules and regulations.

     19.  FIRE AND CASUALTY.

          (a)  If the Premises or the Building or any substantial part of either
     is damaged or destroyed by fire or other casualty, cause or condition
     whatsoever, and such damage or destruction cannot be repaired within one
     hundred twenty days (120) days, Landlord or Tenant may terminate this
     Lease, by written notice to the other party given within thirty (30) days
     after such damage.  If the Premises are damaged or destroyed or access
     thereto or use thereof is affected by the damage, then Landlord's or Tenant
     termination shall be effective as of the date of such damage; otherwise
     said termination shall be effective thirty (30) days after such notice.

          (b)  If the Common Areas in the Building are damaged or destroyed by
     fire or other casualty, cause or condition whatsoever, to such an extent as
     to substantially interfere with Tenant's use of the Premises or if the
     Premises or a substantial part thereof are made untenantable, and such
     damage or destruction cannot be repaired within one hundred twenty (120)
     days, then Tenant may terminate this Lease by giving written notice to
     Landlord within thirty (30) days after such damage, said termination to be
     effective as of the date of such damage.

          (c)  Unless this Lease is terminated as herein above provided,
     Landlord shall proceed with due diligence to restore, repair and replace
     the Premises and the Building to the same condition as they were in as of
     the Commencement Date.  Provided such damage or destruction was not caused
     or contributed to by an intentional act or negligence of Tenant, its
     agents, employees, invitees or those for whom Tenant is responsible, from
     and after the date of such damage to date of completion of said repairs,
     replacements and restorations, a just proportion of the rent shall abate
     according to the extent the full use and enjoyment of the Premises are
     rendered impossible by reason of such damage.  Landlord shall be under no
     duty to restore any alterations, improvements or additions made by Tenant. 
     In all cases, due allowance shall be given to Landlord for any reasonable
     delays caused by adjustment of insurance loss, strikes, labor difficulties
     or any cause beyond Landlord's control.

     20.  EMINENT DOMAIN

          (a)  If all the Premises or a substantial part thereof shall be taken
     for any public or quasi-public use under any statute or by rights of
     eminent domain or by private purchase in lieu thereof, this Lease shall
     terminate as of the date of vesting of title.  Landlord shall be entitled
     to receive the entire award paid for such taking or condemnation, Tenant
     hereby assigning to Landlord all Tenant's rights, title and interest
     therein, if any.  Nothing contained herein shall be deemed to give Landlord
     any interest in or to require Tenant to assign to Landlord any award made
     to Tenant for the taking of personal property or fixtures belonging to
     Tenant, for the interruption of or damage to Tenant's business or for
     Tenant's moving expenses but only if such award shall be in addition to the
     award for the Property and the Building (or portion thereof) containing the
     Premises.

          (b)  If fifty percent (50%) or more of the Building other than the
     Premises shall be condemned, taken or purchased in lieu thereof, then
     Landlord may terminate this Lease by notifying Tenant of such termination
     within sixty (60) days after the date of vesting of title.  This Lease
     shall expire on the date specified in such notice of

                                          14

<PAGE>

     termination, which date shall be not less than sixty (60) days after the
     giving of such notice.  The rent hereunder shall be apportioned as of such
     termination date.

          (c)  If more than thirty percent (30%) of the surface parking area of
     the Property is condemned, taken or purchased in lieu thereof, either party
     shall have the right to terminate this Lease upon giving written notice to
     the other party within thirty (30) days of such taking and this Lease shall
     terminate thirty (30) days after the date of such notice.

          (d)  Any such taking, condemnation or temporary requisition which does
     not result in a termination of this Lease, as hereinbefore provided in this
     Paragraph 20, shall not be cause for any reduction or diminution of the
     rental payment hereunder.

     21.  DEFAULT.

          (a)  If (i) Tenant fails to pay within five (5) days after notice any
     rent, or any other sums required to be paid hereunder by Tenant; or (ii)
     Tenant defaults in the performance or observance of any other agreement or
     condition on its part to be performed or observed, and Tenant shall fail to
     cure said default within twenty (20) days after receipt of written notice
     thereof by Landlord within such longer period of time as may be required to
     cure so long as Tenant commences such cure within twenty (20) days and
     diligently proceeds to cure, Tenant files a voluntary petition in
     bankruptcy or is adjudicated a bankrupt or insolvent, or files any petition
     or answer seeking any arrangement, composition, liquidation or dissolution
     under any present or future federal, state or other statute, law or
     regulation relating to bankruptcy, insolvency or other relief for debtors
     or seeks or consents to or acquiesces in the appointment of any trustee,
     receiver or liquidator of Tenant or of all or any substantial part of its
     properties, or of the Premises, or makes any general assignment for the
     benefit of creditors, or admits in writing its inability to pay its debts
     generally as they become due; or (iv) a court enters ;an order, judgment or
     decree approving a petition filed against Tenant seeking any arrangement,
     composition, liquidation, dissolution or similar relief under any present
     or future federal, state or other statute, law or regulation relating to
     bankruptcy, insolvency or other relief for debtors, and such order,
     judgment or decree shall remain unvacated or unstayed for an aggregate of
     sixty (60) days (whether or not consecutive); or (vi) Tenant fails to
     operate or closes its business upon the Premises, for reasons other than
     fire or other casualty or condemnation, for a period of fifteen (15)
     consecutive days; or (vii) Tenant abandons or vacates the Premises; then in
     any such event and at any time thereafter, Landlord may, without further
     notice to Tenant, and in addition to and not in lieu of any other rights or
     remedies available to Landlord at law or in equity, exercise any one or
     more of the following rights:

               (i)  Landlord may (A) terminate this Lease and the tenancy
          created hereby by giving notice of such election to Tenant, and (B)
          reenter the Premises, by summary proceedings or otherwise, remove
          Tenant and all other persons and property from the Premises and store
          such property in a public warehouse or elsewhere at the sole cost and
          expense of and for the account of Tenant without Landlord being deemed
          guilty of trespass or becoming liable for any loss or damage
          occasioned thereby.

               (ii) Landlord may reenter and take possession of the Premises,
          without terminating this Lease and without relieving Tenant of its
          obligations under this Lease, and divide or subdivide the Premises in
          any manner Landlord may desire and lease or let the Premises or
          portions thereof, alone or together with other premises, for such term
          or terms (which may be greater or less than the balance of the
          remaining portion of the Term of this Lease) and on such terms and
          conditions (which may include concessions or free rent and alterations
          of the Premises) as Landlord, in its discretion, may determine.

          (b)  If this Lease is terminated by Landlord pursuant to this
     Paragraph 21, Tenant nevertheless shall remain liable for any Base Rental,
     Additional Rental, Other Charges required to be paid hereunder and damages
     that may be due or sustained prior to such termination, and for all
     reasonable costs, fees and expenses incurred by Landlord in pursuit of its
     remedies hereunder, including attorneys', brokers' and other professional
     fees (all such

                                          15

<PAGE>

     rents, damages, costs, fees and expenses being referred to herein
     collectively as "Termination Damages") plus additional damages (the
     "Liquidated Damages") which are hereby stipulated to be equal to the
     present value of Base Rental, Additional Rental and Other Charges required
     to be paid hereunder that, but for termination of this Lease, would have
     become due during the remainder of the Term, plus the unamortized portion
     of tenant inprovements and leasing commissions, less the fair market rental
     rate for the remainder of the Term of this Lease discounted at the current 
     five (5) year treasure bill rate.  Termination Damages and Liquidated 
     Damages shall be due and payable immediately upon demand by Landlord 
     following any termination of this Lease pursuant to this Paragraph 21.

          (c)  If Landlord reenters and takes possession of the Premises
     pursuant to this Paragraph 21, without terminating this Lease, and relets
     the Premises or any part thereof (which Landlord shall have no obligation
     to do), the net rentals from such letting shall be applied first to the
     costs, fees and expenses incurred by Landlord in pursuit of its remedies
     hereunder, including attorneys', brokers' and other professional fees, in
     renting the Premises or part thereof to others from time to time (including
     the cost and expense of making such improvements to the Premises as may be 
     necessary, in Landlord's sole discretion, to enable Landlord to relet 
     same).  The balance, if any, shall be applied by Landlord from time to time
     on account of the rent and other payments due from Tenant hereunder, with 
     the right reserved to Landlord to bring such actions or proceedings for the
     recovery of any deficits remaining unpaid as Landlord may deem favorable 
     from time to time without being obligated to await the end of the Term for 
     the final determination of Tenant's account.  Any balance remaining, 
     however, after full payment and liquidation of Tenant's account as 
     aforesaid shall be paid to Tenant with the right reserved to Landlord at 
     any time to give notice in writing to Tenant of Landlord's election to 
     cancel and terminate this Lease and the giving of such notice and the 
     simultaneous payment by Landlord to Tenant of any credit balance in 
     Tenant's favor that may at the time be owing to Tenant shall constitute a 
     final and effective cancellation and termination of this Lease and the 
     obligations hereunder on the part of either party to the other.  Landlord 
     shall not be liable for, nor shall Tenant's obligations be diminished by 
     reason of, any failure by Landlord to relet the Premises or any failure of 
     Landlord to collect any rent due upon such reletting.

          (d)  Upon the termination of this Lease or of Tenant's right to
     possession of the Premises by lapse of time or earlier termination as
     herein provided, Tenant shall remove its property from the Premises.  Any
     such property of Tenant not removed from the Premises by Tenant within
     thirty (30) days after the end of the term or of Tenant's right to
     possession of the Premises, however terminated, whichever occurs earlier,
     shall be conclusively deemed to have been forever abandoned by Tenant and
     either may be retained by Landlord as its property or may be disposed of in
     such manner as Landlord may see fit.

          (e)  Notwithstanding anything contained herein, if Landlord shall have
     given written notice of three (3) defaults in any twelve (12) month period,
     no further prior notice by Landlord shall be required for Landlord to
     declare this Lease to be in default.

          (f)  If Tenant at any time fails to make any payment or perform any
     other act on its part to be made or performed under this Lease, Landlord
     may, but shall not be obligated to, and after reasonable notice or demand
     and without waiving or releasing Tenant from any obligations under this
     Lease, make such payment or perform such other act to the extent Landlord
     may deem desirable, and in connection therewith to pay expenses and employ
     counsel.  Tenant shall pay upon demand all of Landlord's costs, charges and
     expenses, including the fees of counsel, agents and others retained by
     Landlord, incurred in enforcing Tenant's obligations hereunder or incurred
     by Landlord in any litigation, negotiations or transactions in which Tenant
     causes Landlord, without Landlord's fault, to become involved or concerned,
     which amount shall be deemed to be rent due and payable by Tenant, upon
     demand by Landlord, and Landlord shall have the same rights and remedies
     for the nonpayment thereof, as in the case of default in the payment of
     rent.

          (g)  All rights and remedies of Landlord herein enumerated shall be
     cumulative, and none shall exclude any other right or remedy allowed by
     law.  In addition to the other remedies in this Lease provided, Landlord
     shall be entitled to the restraint by injunction of the violation or
     attempted violation of any of the covenants, agreements or conditions of
     this Lease.

                                          16

<PAGE>

     22.  WAIVER OF DEFAULT OR REMEDY.  No waiver of any covenant or condition
or of the breach of any covenant or condition of this Lease shall be taken to
constitute a waiver of any subsequent breach of such covenant or condition nor
to justify or authorize the nonobservance of any other occasion of the same or
of any other covenant or condition hereof, nor shall the acceptance of rent by
Landlord at any time when Tenant is in default under any covenant or condition
hereof be construed as a waiver of such default or of Landlord's right to
terminate this Lease on account of such default, nor shall any waiver or
indulgence granted by Landlord to Tenant be taken as an estoppel against
Landlord, it being expressly understood that if at any time Tenant shall be in
default in any of its covenants or conditions hereunder an acceptance by
Landlord of rental during the continuance of such default or the failure on the
part of Landlord promptly to avail itself of such rights or remedies as Landlord
may have, shall not be construed as a waiver of such default, but Landlord may
at any time thereafter, if such default continues, terminate this Lease or
assert any other rights or remedies available to it on account of such default
in the manner hereinbefore provided.

     23.  LANDLORD'S LIEN.  As security for Tenant's payment of rent, damages
and all other payments required to be made by Tenant pursuant to this Lease,
Tenant hereby grants to Landlord a lien upon all property of Tenant now or
subsequently located upon the Premises.  If Tenant abandons or vacates any
substantial portion of the Premises or is in default in the payment of any
rental, if such default is not cured within applicable notice or cure periods
damage or other payments required to be made pursuant to this Lease, Landlord
may enter upon the Premises, by force if necessary, and take possession of all
or any part of the personal property, and may sell all or part of the personal
property at a public or private sale, in one or successive sales, with or
without notice, to the highest bidder for cash, and, on behalf of Tenant, sell
and convey all or part of the personal property delivering to the highest bidder
all of Tenant's title and interest in the personal property sold.  The proceeds
of the sale of the personal property shall be applied by Landlord toward the
cost of the sale and then toward the payment of all sums then due by Tenant to
Landlord pursuant to the terms of this Lease.

     25.  FORCE MAJEURE.  If Landlord or Tenant shall be delayed, hindered in or
prevented from the performance of any act required hereunder (other than the
payment of rent and other charges payable by Tenant) by reason of strikes,
lockouts, labor troubles, inability to procure materials, failure of power,
riots, insurrection, the act, failure to act or default of the other party, war
or any other reason beyond the reasonable control of the party who is seeking
additional time for the performance of such act, then performance of such act
shall be excused for the period of the delay and the period for the performance
of such act shall be extended for a reasonable period, in no event to exceed a 
period equivalent to the period of such delay.  No such interruption of any 
service to be provided by Landlord shall ever be deemed to be an eviction, 
actual or constructive, or disturbance of Tenant's use and possession of the 
Premises, the Building or the Property.

     26.  SUBORDINATION OF LEASE.

          (a)  Landlord reserves the right and privilege to subject and
     subordinate this Lease to any and all mortgages, deeds of trust or land
     leases now existing upon or that may be hereafter placed upon the Premises
     and the Property and to all advances made or to be made thereon and all
     renewals, modifications, consolidations, replacements or extensions thereof
     and if such right is exercised, the lien of any such mortgages, deeds of
     trust or land leases shall be superior to all rights hereby or hereunder
     vested in Tenant, to the full extent of all sums secured thereby.  In
     confirmation of such subordination, Tenant shall, on request of Landlord or
     the holder of any such mortgages, deed(s) of trust and land leases, execute
     and deliver to Landlord within ten (10) days any instrument that Landlord
     or such holder may reasonably request.

                                          17




<PAGE>


          (b)  If the interest of Landlord under this Lease shall be transferred
     by reason of foreclosure, deed in lieu of foreclosure, or other proceedings
     for enforcement of any first mortgage or deed of trust on the Premises,
     Tenant shall be bound to the transferee (the "Purchaser") under the terms,
     covenants and conditions of this Lease for the balance of the Term
     remaining, and any extensions or renewals, with the same force and effect
     as if the Purchaser were the landlord under this Lease, and at the option
     of Purchaser, Tenant shall attorn to the Purchaser (including the mortgagee
     under any such mortgage, if it be the Purchaser), as its landlord, the
     attornment to be effective and self-operative without the execution of any
     further instruments upon the Purchaser succeeding to the interest of
     Landlord under this Lease.  The respective rights and obligations of Tenant
     and the Purchaser upon the attornment, to the extent of the then remaining
     balance of the Term of this Lease, and any extensions and renewals, shall
     be and are the same as those set forth in this Lease.

     27.  NOTICES AND CONSENTS.  All notices, demands, requests, consents and
approvals that may or are required to be given by either party to the other
shall be in writing and shall be deemed given when sent by United States
certified or registered mail, postage prepaid, or by overnight courier (a) if
for Tenant, addressed to Tenant at the Building, or at such other place as
Tenant may from time to time designate by notice to Landlord, or (b) if for
Landlord, addressed to Trammell Crow Company, 301 Congress Avenue, Suite 1300,
Austin, Texas 78701  Attention:  Stan Erwin with a copy to Landlord, c/o OTR, 
275 East Broad Street, Columbus, Ohio 43215, Attention: Real Estate Manager, or
at such other place as Landlord may from time to time designate by notice to
Tenant.  All consents and approvals provided for herein must be in writing to be
valid.  Notice shall be deemed to have been given if addressed and mailed as
above provided on the date two (2) days after deposit in the United States mail
or one (1) day after deposit with an overnight courier.

     28.  SECURITY DEPOSIT.

          (a)  Tenant has deposited with Landlord the sum of TEN THOUSAND ONE
     HUNDRED SEVENTY ONE DOLLARS & 95/100 ($10,171.95) as security for the full
     and faithful performance of every provision of this Lease to be performed
     by Tenant.  If Tenant defaults with respect to any provision of this Lease,
     including, but not limited to, the provisions relating to the payment of
     rent, Landlord may use, apply or retain all or any part of this security
     deposit for the payment of any rent or any other sum in default or for the
     payment of any other amount that Landlord may spend or become obligated to
     spend by reason of Tenant's default, or to compensate Landlord for any
     other loss, cost or damage that Landlord may suffer by reason of Tenant's
     default.  If any portion of said deposit is so used or applied, Tenant
     shall, within five (5) days after written demand therefor, deposit cash
     with Landlord in an amount sufficient to restore the security deposit
     to its original amount and Tenant's failure to do so shall be a default
     under this Lease.  Landlord shall not, unless otherwise required by law, be
     required to keep this security deposit separate from Landlord's general
     funds, nor pay interest to Tenant.  If Landlord is required by law to
     maintain said deposit in an interest bearing account, Landlord will retain
     the maximum amount permitted under applicable law as a bookkeeping and
     administrative charge.  If Tenant shall fully and faithfully perform every
     provision of this Lease to be performed by it, the security deposit or any
     balance thereof shall be returned to Tenant (or, at Landlord's option, to
     the last transferee of Tenant's interest hereunder) at the expiration of
     the Lease Term and upon Tenant's vacation of the Premises.  In the event of
     bankruptcy or other debtor-creditor proceedings against Tenant, such
     security deposit shall be deemed to be applied first to the payment of rent
     and other charges due Landlord for all periods prior to filing of such
     proceedings.

          (b)  Landlord may deliver the security deposit to the purchaser of
     Landlord's interest in the Premises in the event that such interest be sold
     and thereupon Landlord shall be discharged from any further liability with
     respect to such deposit, and this provision shall also apply to any
     subsequent transferees of Landlord.

     29.  MISCELLANEOUS TAXES.  Tenant shall pay, prior to delinquency, all
taxes assessed against or levied upon its occupancy of the Premises, or upon the
fixtures, furnishings, equipment and all other personal property of Tenant
located in the Premises, if nonpayment thereof shall give rise to a lien on the
Premises, and when possible Tenant shall cause said fixtures, furnishings,
equipment and other personal property to be assessed and billed separately from
the property of Landlord.  In the event any or all of Tenant's fixtures,
furnishing, equipment and other personal property, or upon Tenant's occupancy of
the Premises, shall be assessed and taxed with the property of Landlord, Tenant
shall pay to Landlord its share

                                          18

<PAGE>

of such taxes within ten (10) days after delivery to Tenant by Landlord of a
statement in writing setting forth the amount of such taxes applicable to
Tenant's fixtures, furnishings, equipment or personal property.

                                          19

<PAGE>

     31.  BROKERAGE COMMISSION.  Except for any broker, agent or other person
named below, Landlord and Tenant represent and warrant each to the other that
each has dealt with no broker, agent or other person in connection with this
transaction and that no broker, agent or other person brought about this
transaction.  Landlord hereby agrees to pay to TRAMMEL CROW MANAGEMENT COMPANY,
INC. ("Agent") a leasing commission as set forth in that certain Property
Management Agreement between Landlord and Agent.  Tenant agrees to indemnify and
hold Landlord harmless from and against any claims by any other broker, agent or
other person (including, without limitation, Co-op Broker) claiming a commission
or other form of compensation by virtue of having dealt with Tenant with regard
to this leasing transaction.  The provisions of this Paragraph 31 shall survive
the termination of this Lease.

     32.  HAZARDOUS DEVICES AND CONTAMINENTS.     

          (a)  PROHIBITION.  Except with the prior written consent of Landlord,
     Tenant shall not install or operate any steam or internal combustion
     engine, boiler, machinery, refrigerating or heating device or air-
     conditioning apparatus in or about the Premises, or carry on any mechanical
     business therein.  Except for Contaminants (as hereinafter defined) used in
     the ordinary course of business and in compliance with Requirements of Law 
     (as hereinafter defined), Tenant and its agents, employees, contractors and
     invitees shall not use, store, release, generate or depose of or permit to 
     be used, stored, released, generated or disposed of any Contaminants on or 
     in the Premises.

          (b)  INDEMNIFICATION.  Tenant shall indemnify and hold harmless
     Landlord, its agents, servants, employees, officers and directors forever
     from and against any and all liability, claims, demands and causes of
     action, including, but not limited to, any and all liability, claims,
     demands and causes of action by any governmental authority, property owner
     or any other third person and any and all expenses, including attorneys'
     fees (including, but not limited to, attorneys' fees to enforce Tenant's
     obligation of indemnification under this Paragraph 32(b)), relating to any
     environmental liability resulting from (i) any Release (as hereinafter
     defined) of any Contaminant at the Premises or emanating from the Premises
     to adjacent properties or the surrounding environment during the Term of
     this Lease; (ii) during the Term of this Lease, any generation, transport,
     storage, disposal, treatment or other handling of any Contaminant at the
     Premises, including, but not limited to, any and all off-site transport,
     storage, disposal, treatment or other handling of any Contaminant
     generated, produced, used and/or originating in whole or in part from the
     Premises; and (iii) any activities at the Premises during the Term of this
     Lease that in any way might be alleged to fail to comply with any
     Requirements of Law.  Provided however, this indemnity shall exclude
     preexisting conditions, as of the date of this lease, and any such
     environmental liability to the extent caused by the negligent act of
     omission of Landlord or its servants, agents or employees.

                                          20

<PAGE>

          (d)  DEFINITIONS.

               (i)  "Contaminant" shall mean any substance or waste containing
          hazardous substances, pollutants, and contaminants as those terms are
          defined in the federal Comprehensive Environmental Response
          Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. and any
          substance similarly defined or identified in any other federal,
          provincial or state laws, rules or regulations governing the
          manufacture, import, use, handling, storage, processing, release or
          disposal of substances or wastes deemed hazardous, toxic, dangerous or
          injurious to public health or to the environment.  This definition
          includes friable asbestos and petroleum or petroleum-based products.

               (ii) "Requirements of Law" shall mean any federal, state or
          local law, rule, regulation, permit, agreement, order or other binding
          determination of any governmental authority relating to the
          environment, health or safety.

               (iii)     "Release" shall have the same meaning as in the federal
          Comprehensive Environmental Response Compensation and Liability Act,
          42 U.S.C. Section 9601, et seq.

     33.  EXCULPATION.  This Lease is executed by certain general partners of
Landlord, not individually, but solely on behalf of, and as the authorized
nominee and agent for STRBO, and in consideration for entering into this Lease,
Tenant hereby waives any rights to bring a cause of action against the
individuals executing this Lease on behalf of Landlord (except for any cause of
action based upon lack of authority or fraud), and all persons dealing with
Landlord must look solely to STRBO's assets for the enforcement of any claim
against Landlord, and the obligations hereunder are not binding upon, nor shall
resort be had to the private property of any of, the trustees, officers,
directors, employees or agents of STRBO.

     34.  SIGNS.  Tenant shall not display, inscribe, print, paint, maintain or
affix on any place in or about the Building any sign, notice, legend, direction,
figure or advertisement, except on the doors of the Premises, and then only such
name(s) and matter, and in such color, size, place and materials, as shall first
have been approved by Landlord in writing.  Landlord reserves the right to
install and maintain a sign or signs on the exterior or interior of the
Building.  If Tenant desires, Landlord shall list Tenant on the Building
directory board, at Tenant's sole cost and expense.

     35.  LOCKS.  No additional locks or similar devices shall be attached to
any door or window without Landlord's prior written consent.  Except for those
keys provided by Landlord, no keys for any door shall be made.  If more than two
keys for one lock are desired, Landlord will provide the same upon payment by
Tenant.  All keys must be returned to Landlord at the expiration or Termination
of this Lease.  Tenant shall see that the doors and windows, if operable, of the
Premises are closed and securely locked before leaving the Building.

     36.  EMPLOYMENT.  Tenant shall not contract for any work or service that
might involve the employment of labor incompatible with the Building employees
or employees of contractors doing work or performing services by or on behalf of
Landlord.

     37.  PLUMBING.  Tenant must observe strict care and caution that all water
faucets and water apparatus are shut off before Tenant or its employees leave
the Building to prevent waste or damage.  Plumbing fixtures and appliances shall
be used only for purposes for which constructed, and no sweepings, rubbish, rags
or other unsuitable material shall be thrown or placed therein.  Damage 
resulting to any such fixtures or appliances from misuse by Tenant shall be paid
by Tenant and Landlord shall not in any case be responsible therefor.

     38.  CERTAIN RIGHTS RESERVED TO LANDLORD.  Landlord reserves the following
rights:

          (a)  To name the Building and to change the name or street address of
     the Building;

                                          21



<PAGE>


          (b)  To designate all sources furnishing sign painting and lettering,
     ice, drinking water, towels, toilet supplies, shoe shining, vending
     machines, mobile vending service, catering, and like services used on the
     Premises or in the Building;

          (c)  On reasonable prior notice to Tenant, to exhibit the Premises to
     prospective tenants during the last twelve (12) months of the Term, and to
     exhibit the Premises to any prospective purchaser, mortgagee, or assignee
     of any mortgage on the Property and to others having a legitimate interest
     at any time during the Term; and

          (d)  To install vending machines of all kinds in the Property,
     including, without limitation, the Premises, and to provide mobile vending
     service therefor, and to receive all of the revenue derived therefrom;
     provided, however, that no vending machines shall be installed by Landlord
     in the Premises nor shall any mobile vending services be provided therefor,
     unless Tenant so requests.

     39.  MISCELLANEOUS.

          (a)  No receipt of money by Landlord from Tenant after the termination
     of this Lease or after the service of any notice or after the commencement
     of any suit, or after final judgment for possession of the Premises shall
     reinstate, continue or extend the Terms of this Lease or affect any such
     notice, demand or suit or imply consent for any action for which Landlord's
     consent is required.

          (b)  The term "Landlord" as used in this Lease, as far as covenants or
     agreements on the part of Landlord are concerned, shall be limited to mean
     and include only the owner (or ground lessor, as the case may be) for the
     time being of the Premises.  If the Premises or the underlying lease, if
     any, be sold or transferred, the seller thereof shall be automatically and
     entirely released of all covenants and obligations under this Lease from
     and after the date of conveyance or transfer, provided the purchaser on
     such sale has assumed and agreed to carry out all covenants and obligations
     contained in this Lease to be performed on the part of Landlord hereunder,
     it being hereby agreed that the covenants and obligations, contained in
     this Lease to be performed on the part of Landlord, hereunder it being
     hereby agreed that the covenants and obligations contained in this Lease
     shall be binding under Landlord, its successors and assigns, only during
     their respective successive period of ownership.

          (c)  It is understood that Landlord may occupy portions of the
     Building in the conduct of Landlord's business.  In such event, all
     references herein to other tenants of the Building shall be deemed to
     include Landlord as occupant.

          (d)  All of the covenants of Tenant hereunder shall be deemed and
     construed to be "conditions" as well as "covenants" as though the words
     specifically expressing or implying covenants and conditions were used in
     each separate instance.

          (e)  In the event of variation or discrepancy among counterparts,
     Landlord's original copy of this Lease shall control.

          (f)  This Lease shall be binding upon and shall inure to the benefit
     of the parties hereto and their respective successors and assigns, provided
     that this provision shall in no manner enlarge Tenant's rights of
     assignment, which right of assignment has been restricted under the
     foregoing provisions of this Lease.

     40.  RELATIONSHIP OF PARTIES.  Any intention to create a joint venture,
partnership or principal and agent relationship between the parties hereto is
hereby expressly disclaimed.  This Lease shall create the relationship of
landlord and tenant between Landlord and Tenant.

     41.  GENDER AND NUMBER.  Whenever words are used herein in any gender, they
shall be construed as though they were used in the gender appropriate to the
context and circumstances, and whenever words are used herein in the singular or
plural form, they shall be construed as though they were used in the form
appropriate to the context and the circumstances.

                                          22

<PAGE>

     42.  TOPIC HEADINGS.  Headings and captions in this Lease are inserted for
convenience and reference only and in no way define, limit or describe the scope
or intent of this Lease nor constitute any part of this Lease and are not to be
considered in the construction of this Lease.

     43.  COUNTERPARTS.  Several copies of this Lease may be executed by all of
the parties.  All executed copies constitute one and the same Lease, binding
upon all parties.

     44.  ENTIRE AGREEMENT.  This Lease contains the entire understanding
between the parties and supersedes any prior understanding or agreements between
them respecting the subject matter.  No representations, arrangement, or
understandings except those fully expressed herein, are or shall be binding upon
the parties.  No changes, alterations, modifications, additions or
qualifications to the terms of this Lease shall be made or be binding unless
made in writing and signed by each of the parties.

     45.  RECORDING.  The parties agree that this Lease shall not be recorded,
but a Short Form Lease or Memorandum of Lease, complying in form with applicable
state law, shall be executed setting forth the description of the Premises, the
Term of this Lease and other pertinent provisions, which Short Form Lease or
Memorandum of Lease may be recorded by either party in lieu of recordation of
this Lease.

     46.  GOVERNING LAW; INVALIDITY OF ANY PROVISIONS.  This Lease shall be
subject to and governed by the laws of the state in which the Premises are
located.  If any term or provision of this Lease or the application thereof to
any person or circumstances shall to any extent be invalid or unenforceable, the
other terms of this Lease, or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Lease shall be valid and be enforced to the fullest extent permitted by 
law.

     IN WITNESS WHEREOF, the parties have executed this Lease as of the day and
year first above written.

TENANT:                                 LANDLORD:
NOVELLUS SYSTEMS, INC.                  OTR, an Ohio general partnership, acting
                                        as the duly authorized nominee of the   
            BOARD OF THE STATE TEACHES RETIREMENT SYSTEM OF OHIO

/s/John P. Root                         By: /s/?
-------------------------------------   ----------------------------------------

                                                       OTR, a general partner
                                        ------------------

Witness:                                Witness:

/s/ Robert E. Standish                  /s/ Pamela J. McCamron
-----------------------------------     ----------------------------------------
5375 Branciforte Dr.                    /s/ Hollie ?

-----------------------------------     ----------------------------------------
Santa Cruz, CA  95065
-----------------------------------

                                          23

<PAGE>

                        CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA      }
                         }    ss.
COUNTY OF                }

On this 25TH day of APRIL, 1995 Before me, R.E. Standish, Notary Public,
personally appeared JOHN P. ROOT

/ / Personally known to me-OR-/X/ proved to me on the basis of satisfactory
evidence to be the person /s whose name /s is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacities, and that by his/her/their signature /s on
the instrument the person /s or the entity upon behalf of which the person /s
acted, executed the instrument.

[SEAL]
          WITNESS my hand and official seal
          /s/ R. E. Standish
          --------------------------------------------
          R. E. Standish, Notary Public

(SEAL)

     THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:

TITLE OR TYPE OF DOCUMENT  LEASE
                           -----------------------------------------------------

NUMBER OF PAGES  THIRTY-SEVEN (37)      DATE OF DOCUMENT  APRIL 25, 1995
                 ------------------                       ----------------------

SIGNER(S) OTHER THAN NAMED ABOVE  OTR
                                  ----------------------------------------------

/ / INDIVIDUAL      /x/ CORPORATE OFFICER(S)      TITLE(S)  TREASURER
                                                            --------------------

/ / PARTNER(S)      / / LIMITED
                    / / GENERAL

/ / ATTORNEY-IN-FACT

/ / TRUSTEE(S)      / / TRUSTOR(S)      / / BENEFICIARY(S)

/ / GUARDIAN/CONSERVATOR

/ / OTHER:
          ----------------------------------------------------------------------

SIGNER IS REPRESENTING: NOVELLUS
                        --------------------------------------------------------

<PAGE>

STATE OF OHIO            )
                         )    SS:
COUNTY OF                )


     BE IT REMEMBERED, that on this 26th day of MAY, 1995 before me, the
subscriber, a Notary Public, personally appeared the above-named OTR, an Ohio
general partnership by STEPHEN A. MITCHELL, a general partner, known to me and
known to me to be the person who signed the foregoing instrument as such
partner, who acknowledged to me that he signed said instrument as such partner,
duly authorized by the partnership so to do, and that the signing of the same
was his free act and deed, as such partner, for and on behalf of said
partnership, for the uses and purposes therein set forth.

     IN TESTIMONY WHEREOF, I have hereunto subscribed by name and affixed the
official seal of my office at COLUMBUS, OHIO, on the day and year last above
written.

[SEAL]
                                        Pamela J. McCamron
                                        ----------------------------------------
                                        Notary Public

STATE OF____________     )
                         )    SS:
COUNTY OF __________     )

     BE IT REMEMBERED, that on this ____ day of ___, 19__ before me, the
subscriber, a Notary Public, personally appeared the above-named _______________
organized under the laws of the State of _______________ by ___________________,
its _________________, known to me to be the person who signed the foregoing
instrument as such ___________, who acknowledged to me that ________ signed said
instrument as such ___________, duly authorized by the _________________________
of said ___________________ so to do, and that the signing of the same was _____
free act and deed, as such officer, for and on behalf of said _________________,
for the uses and purposes therein set forth.

     IN TESTIMONY WHEREOF, I have hereunto subscribed by name and affixed the
official seal of my office at ______________, _______________, on the day and
year last above written.

                                        ----------------------------------------
                                        Notary Public

                                          24

<PAGE>

                                      EXHIBIT A

                                  [FLOOR PLAN CHART]



<PAGE>


                                      EXHIBIT B
                                  LEGAL DESCRIPTION


Lot 1 and a portion of Lot 2 of Crow Industrial Park South, Section Two, Plat
Book 81, Page 135, Plat Records of Travis County, Texas, more commonly referred
to as 1701 Directors Boulevard, Austin, Texas 78744.

<PAGE>

                                      EXHIBIT C

                             COMMENCEMENT DATE AGREEMENT

     THIS COMMENCEMENT DATE AGREEMENT ("Agreement") dated __________, 199_ is
between OTR, an Ohio general partnership, whose address is 275 East Broad
Street, Columbus, Ohio 43215, acting as the duly authorized nominee of The State
Teachers Retirement System of Ohio ("Landlord"), whose address is 275 East Broad
Street, Columbus, Ohio 43215, and ____________________________, a ______________
("Tenant") whose address is ________________________________.

                                     WITNESSETH:

     A.  Landlord and Tenant executed a certain Lease dated ________, 199_ (the
"Lease").

     B.  The Lease provides that the Lease will commence on the date that
Landlord delivers possession of the Premises (as defined in the Lease) to
Tenant.

     C.  Landlord and Tenant now desire to set forth in writing the actual date
of delivery of the Premises and the actual commencement date of the Lease.

     NOW THEREFORE in consideration of the mutual covenants and promises
contained herein and other valuable consideration, the parties agree that the
Lease commenced on ___________, 199_ and shall terminate on ___________, ______.

     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on the day and year first above written.

Signed and Acknowledged                 LANDLORD: OTR, an Ohio general
the Presence of                         partnership acting as the duly 
                                        authorized nominee of The State
                                        Teachers Retirement System of Ohio

__________________________________      By: _______________________________
___________________________________
                              ____________________, a general partner

                                        TENANT:

                                        ________________________________________
                                        __________________ a ___________________

___________________________________     By: ____________________________________
___________________________________

                              Its: __________________________________

                                  Exhibit C - Page 1

<PAGE>

STATE OF OHIO            )
                         )  SS:
COUNTY OF FRANKLIN       )

     BE IT REMEMBERED, that on this ____ day of ___________, 199_, before me,
the subscriber, a Notary Public, personally appeared the above-named OTR, ,a
partnership organized under the laws of the State of Ohio, by Stephen A.
Mitchell, a general partner, known to me and known to me to be the person who
signed the foregoing instrument as such partner, who acknowledged to me that he
signed said instrument as such partner, duly authorized by the partnership so to
do, and that the signing of the same was his free act and deed, as such partner,
for and on behalf of said partnership, for the uses and purposes therein set
forth.

     IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the
official seal of my office at Columbus, Ohio, on the day and year last above
written.

                                        ----------------------------------------
                                        Notary Public


STATE OF ___________     )
                         )  SS:
COUNTY OF __________     )


     BE IT REMEMBERED, that on this ___ day ___________, 19__, before me, the
subscriber, a Notary Public and for said County and State, personally appeared
the above-named ________________ organized under the laws of the State of
_____________ by _____________________, its _________________, known to me and
known to me to be the person who signed the foregoing instrument as such
___________, who acknowledged to me that _______ signed said instrument as such
________, duly authorized by the ____________________ of said __________________
so to do, and that the signing of the same was ______ free act and deed, as such
officer, for and on behalf of said _________________, for the uses and purposes
therein set forth.

     IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the
official seal of my office at ____________, ____________, on the day and year
last above written.


                                        ----------------------------------------
                                        Notary Public

                                  Exhibit C - Page 2

<PAGE>

                                      EXHIBIT D
                                 TENANT IMPROVEMENTS

Subject to the conditions hereinafter set forth, Landlord will provide Tenant
with an allowance of up to $39,500 for improvements required to the premises the
"Tenant Improvement Allowance".  This Tenant Improvement Allowance is meant to
be comprehensive including but not limited to architectural and engineering
fees, actual construction material and labor, and a fee of 5% of the total
construction costs to reimburse Landlord for its management of construction and
administrative costs.  The Landlord neither presumes or insures that this
allowance will completely cover the improvements as contemplated by Tenant, but
it is the amount of Tenant Finish allowed based on the Basic Rental as proposed.
For all purposes hereof, the premises contain 6,916 square feet Net Rentable
Area.  Tenant recognizes that all improvements to the Premises not paid for
directly by Tenant shall remain the property of the Landlord.  Landlord will
recognize that any improvements that are paid for by Tenant, and evidence is
provided of such, which are not considered fixtures and can be removed without
damage to the Premises, shall remain the property of Tenant.

<PAGE>

                                      EXHIBIT E
                             TENANT ESTOPPEL CERTIFICATE

RE:  Premises:                
                              -----------------------------------

     Lease Dated:             
                              -----------------------------------

     Amendment(s) Dated:      
                              -----------------------------------

     Between                                                      (Landlord)
                              -----------------------------------

     and                                                          (Tenant)
                              -----------------------------------

     Square Footage Leased:   
                              -----------------------------------

     Floor(s)/Suite #(s):     
                              -----------------------------------

     The undersigned, Tenant under the above-referenced lease ("Lease"),
     certifies to the following:

1.   We have taken possession of and accepted the Premises described above,
     except as follows:

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

2.   The lease terms as described below are true and accurate, and the lease is
     in full force and effect:

     Base Rent:                                                  per year
                         ---------------------------------------

     Expense Stop:                                               per square foot

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

     Escalations:        
                         ---------------------------------------

     Free Rent:          ---------------------------------------

     Commencement Date:  ---------------------------------------

     Expiration Date:    ---------------------------------------

     Renewals:           ---------------------------------------

3.   No part of the Premises has been subleased or assigned except as follows:
     ---------------------------------------------------------------------------
     ---------------------------------------------------------------------------

4.   The rent has been paid through: 
                                     -------------------------------------------

5.   The security deposit is 
                             ---------------------------------------------------

     There are no tax or insurance escrows 
                                           -------------------------------------

6.   We are not in default of our obligations under the Lease.  Landlord, to the
     best of our knowledge, is not in default of its obligations under the
     Lease.  There exists no defense or counterclaim to rent or other sums
     required to be paid by us under or pursuant to the Lease.

If Tenant is a corporation, the undersigned is a duly appointed officer of the
corporation signing this certificate and is the incumbent in the office
indicated under his/her name.  In any event, the undersigned individual is duly
authorized to execute this certificate.

Date:                   , 19            Signed:
      ------------------    --                  --------------------------------
                                                       (Signature)

                                        ----------------------------------------
                                                       (Print Name & Title)



<PAGE>


                                      EXHIBIT F
                                RULES AND REGULATIONS

The following rules and regulations shall apply, where applicable, to the
Property and to each portion thereof:

     (1)  Sidewalks, doorways, vestibules, halls, stairways and other similar
areas shall not be obstructed by tenants or used by any tenant for any purpose
other than ingress and egress to and from the premises and for going from one to
another party of the Property.

     (2)  Plumbing, fixtures and appliances shall be used for the purposes for
which designed, and no sweepings, rubbish, rags or other unsuitable materials
shall be thrown or placed therein.  Damage resulting to any such fixtures or
appliances from misuse by a tenant or such tenant's agents, employees or
invitees shall be paid by such tenant and Landlord shall not in any case be
responsible therefor.

     (3)  No signs, advertisements or notices shall be painted or affixed on or
to any windows or doors or other exterior part of the Property (or be visible
from any public or common area) unless they are of such color, size and style
and in such places as shall be first approved in writing by Landlord.  Landlord,
at tenant's sole cost and expense, shall install all letters or numerals by or
on doors in such tenant's leased premises which letters or numerals shall be in
building standard graphics.  No nails, hooks or screws shall be driven or
inserted in any part of the Building outside the premises except by the Building
maintenance personnel nor shall any part of the Building be defaced by tenants. 
No curtains or other window treatments shall be placed between the glass and the
building standard window treatments.

     (4)  Landlord shall provide and maintain an alphabetical directory board
for all tenants in the first floor (main lobby) of the Building and no other
directory shall be permitted unless previously consented to by Landlord in
writing.

     (5)  Two keys to the locks on the corridor doors entering each tenant's
leased premises shall be furnished by Landlord free of charge, with any
additional keys to be furnished by Landlord to each tenant, at tenant's cost. 
Landlord shall provide all locks for other doors in each tenant's leased
premises, at the cost of such tenant, and no tenant shall place any additional
lock or locks on any door in or to its leased premises without Landlord's prior
written consent.  All such keys shall remain the property of landlord.  Each
tenant shall give to Landlord the explanation of the combination of all locks
for safe, safe cabinets and vault doors, if any, in such tenant's leased
premises.

     (6)  With respect to work being performed by tenants in any leased premises
with the approval of Landlord, all tenants will refer to all contractors,
contractors' representatives and installation technicians rendering any service
to them to Landlord for Landlord's supervision, approval and control before the
performance of any contractual services.  This provision shall apply to all work
performed in the Building including, but not limited to, installation of
telephones, telegraph equipment, electrical devices and attachments, doors,
entranceways, and any and all installations of every nature affecting floors,
walls, woodwork, trim, windows, ceilings, equipment and any other physical
portion of the Building.

     (7)  Movement in or out of the Building of furniture or office equipment,
or dispatch or receipt by tenants of any bulky material, merchandise or
materials which requires use of elevators or stairways, or movement through the
Building entrances or lobby shall be restricted to such hours as Landlord shall
designate.  All such movements shall be under the supervision of Landlord and in
the manner agreed between the tenants and Landlord by prearrangement before
performance.  Such pre-arrangement initiated by a tenant will include
determination by Landlord, and subject to its decision and control, as to the
time, method, and routing of movement and as to the limitations for safety or
other concerns which may prohibit any article, equipment or any other item from
being brought into the Building.  The tenants are to assume all risks as to the
damage to articles moved and injury to persons or public engaged or not engaged
in such movement, including equipment, property and personnel of Landlord if
damaged or injured as a result of acts in connection with carrying out this
service for a tenant from time of entering the property to completion of work:
and Landlord shall not be liable for acts of any person engaged in, or damage or
loss to any of said property or persons resulting from, any act in connection
with such service performed for a tenant.

     (8)  Landlord shall have the right to prescribe the weight and position of
safes and other heavy equipment or items, which shall in all cases, to
distribute wight, stand on supporting devices approved by Landlord.  All damages
done to the Building by the installation or removal of any property of a tenant,
or done by a tenant's property while in the Building, shall


<PAGE>

be repaired at the expense of such tenant.  Tenant shall bear all costs incurred
by Landlord or Tenant in determining the feasibility or actual installation of
any such heavy equipment.

     (9)  A tenant shall notify the Building manager when safes or other heavy
equipment are to be taken in or out of the Building and the moving shall be done
under the supervision o the Building manager after written permission from
Landlord. Persons employed to move such property must be acceptable to Landlord.

     (10) Corridor doors, when not in use, shall be kept closed.

     (11) Each tenant shall cooperate with Landlord's employees in keeping its
leased premises neat and clean.

     (12) Landlord shall be in no way responsible to the tenants, their agents,
employees or invitees for any loss of property from the leased premises or
public areas for any damages to any property thereon from any cause whatsoever.

     (13) To ensure orderly operation of the Building, no ice, mineral or other
water, towels, newspapers, etc. shall be delivered to any leased area except by
persons appointed or approved by Landlord in writing.

     (14) Should a tenant require telegraphic, telephonic, annunciator or other
communication service, Landlord will direct the electrician where and how wires
are to be introduced and placed and none shall be introduced or placed except as
Landlord shall direct.  Except as provided in each tenant's lease, electric
current shall not be used for heating or nonstandard power requirements without
Landlord's prior written permission.

     (15) Tenant shall not make or permit and improper objectionable or
unpleasant noises or odors in the Building or otherwise interfere in any way
with other tenants or persons having business with them.

     (16) Nothing shall be swept or thrown into the corridors, halls, elevator
shafts or stairways.  No birds or animals shall be brought into or kept in, on
or about any tenant's leased premises.

     (17) No machinery of any kind shall be operated by tenant on its leased
area without the prior written consent of Landlord, nor shall any tenant use or
keep in the Building any inflammable or explosive fluid or substance.

     (18) no portion of any tenant's leased premises shall at any time be used
or occupied as sleeping or lodging quarters.

     (19) Each tenant and its agents, employees and invitees shall park only in
those areas designated by Landlord for parking by such Tenant and shall not park
on any public or private streets contiguous to, surrounding or in the vicinity
of the Building without Landlord's prior written consent.

     (20) Landlord will not be responsible for lot or stolen property, money or
jewelry from tenant's leased premises or public or common areas regardless of
whether such loss occurs when the area is locked against entry or not.



<PAGE>

                                      EXHIBIT G
                                  SPECIAL PROVISIONS

     1.   Upon the commencement of this Lease, the Lease between Board of the
State Teachers Retirement System of Ohio and Novellus Systems, Inc. dated August
31, 1993 shall be terminated effective on this Lease's Commencement Date, and
neither Party shall have any further rights, duties or obligations thereunder to
the other party for such Lease other than any and all obligations incurred up to
the Commencement Date of this Lease.

     2.   FIRST RIGHT OF REFUSAL.  If, during the primary term of this Lease,
all or any part of the remaining space (the "First Refusal Space") on the NINTH
(9TH) floor of the Building consisting of approximately 8,422 square feet of Net
Rentable Area shall become available for lease and provided that no default or
event of default by or with respect to Tenant then exists hereunder, Tenant
shall have the first right and option to lease such additional space as such
additional space becomes available for lease by Landlord, subject, however, to
any extension, renewal and expansion options which may be contained in the lease
agreements between Landlord and other tenants then occupying such additional
space.  When any such space becomes available for lease by Landlord, Landlord
shall first offer to lease such space to Tenant at the First Refusal Rate (as
hereinafter defined) and otherwise upon the same terms and conditions as would
then be offered by Landlord to unrelated third parties in an arm's-length
transaction, said offer to lease such additional space to Tenant to be made in
writing by Landlord when such additional spaces become available for lease.  The
"First Refusal Rate" means the Adjusted Rental per square foot of NRA per annum
to be charged to Tenant for the First Refusal Space and shall equal the greater
of (a) the Adjusted Rental per square foot of NRA per annum which would then be
offered by Landlord to unrelated third parties in an arm's-length transaction or
(b) the same Adjusted Rental per square foot of NRA per annum which then and
thereafter applies to the Premises pursuant to this Lease during the remainder
of the term of this Lease and any renewal or extension thereof; provided,
however, that if the provisions of this subparagraph (b) apply, the term of the
lease for the First Refusal Space shall not extend beyond the remaining term of
this Lease and any renewal or extension hereof.  If, within seven (7) days after
Landlord gives Tenant notice of the availability of the First Refusal Space,
Tenant does not notify Landlord that Tenant elects to exercise its right to
lease all of such space so offered on such terms and conditions, or if Tenant
fails to execute a lease on such terms and conditions for such space within
twenty (20) days thereafter, then Tenant's rights to lease the First Refusal
Space shall terminate and expire.  Notwithstanding the foregoing, Tenant's right
to lease said space, may not be exercised at any time after Tenant, with or
without the consent of Landlord, (A) assigns all or any portion of this Lease or
(B) sublets more than twenty-five percent (25%) of the space located in the
Premises for any length of time subsequent to that date which is twelve (12)
months prior to when such additional space becomes available for lease, and
(iii) shall not inure to the benefit of any assigns or subtenants of Tenant,
whether or not any such assignee or subtenant has been approved by Landlord. 
Nothing herein shall imply that Tenant may assign or sublet all or any portion
of this Lease or the Premises without the prior written consent of Landlord.

     3.   CANCELLATION OPTION.  Tenant shall have the one time option to cancel
this Lease Agreement with an effective date of 07/01/98 by providing the
Landlord with notice of such exercise along with notice of Tenant's expansion
requirements on or before March 1, 1998 as long as the Landlord is unable to
provide "Adequate Expansion Space" within the building, hereby defined as the
amount of space in Tenants notice plus or minus 15%.  Upon notification of
Tenants required expansion, the Landlord shall have 45 days to notify Tenant of
their ability to provide or not to provide Adequate Expansion Space, and an
additional 120 days to actually provide such space.  If the Landlord is unable
to provide Adequate Expansion Space, and Tenant subsequently leases new office
space from a third party in Austin or the surrounding metropolitan area of at
least the amount of space called for in their notification plus the original
Lease Premises and provides evidence of such to Landlord, this Lease shall
terminate on the effective date 07/01/98.