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                                                                   EXHIBIT 10.15

                               MANULIFE FINANCIAL

                      MULTI-TENANT INDUSTRIAL LEASE - GROSS

1. Basic Provisions ("Basic Provisions").

         1.1 Parties. This Lease ("Lease"), dated for reference purposes July
22, 2002, is made by and between The Manufacturers Life Insurance Company
(U.S.A.), a Michigan corporation ("Lessor"), and Cryogen, Inc., a California
corporation ("Lessee") (collectively, the "Parties," or, individually, a
"Party").

         1.2 (a) Promises. That certain portion of the Building, including all
improvements therein or to be provided by Lessor under the terms of the Lease,
commonly known by the street address of 110G5 Sorrento Valley Court, located in
the City of San Diego, County of San Diego, State of California, with zip code
92121, as outlined on Exhibit A attached hereto ("Premises"). The "Building" is
that certain building containing the Premises and generally described as
(describe briefly the nature of the building): An industrial building (#3)
located within the Industrial Center known as Torrey Pines Business Park. The
Premises being in an area deemed to be 23,400 Square Feet.

In addition to Lessee's rights to use and occupy the Premises as hereinafter
specified, Lessee shall have non-exclusive rights to the Common Areas (as
defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any
rights to the roof, exterior walls or utility raceways of the Building or to any
other buildings in the Industrial Center. The Premises, the Building, the Common
Areas, the land upon which they are located, along with all other buildings and
improvements thereon, are herein collectively referred to as the "Industrial
Center." (Also see Paragraphs 2 and 55.)

             (b) Parking. Lessee's Share of unreserved vehicle parking spaces
("Unreserved Parking Spaces") and no reserved vehicle parking spaces ("Reserved
Parking Spaces"). (Also see Paragraph 2 and Exhibit "D".)

         1.3 Term. Three (3) years and Zero months ("Original Term") commencing
on September 1, 2002 ("Commencement Date") and ending August 31, 2005
("Expiration Date"). (Also see Paragraphs 3 and 55.)

         1.4 Early Possession. Not Applicable ("Early Possession Date"). (Also
see Paragraphs 3.2 and 3.3.)

         1.5 Base Rent. $20,038.00 per month ("Base Rent"), payable on the first
(1st) day of each month commencing September 3, 2002. (Also see Paragraph 4.)

[X]      If this box is checked, this Lease provides for the Base Rent to be
         adjusted per Addendum Paragraph 49.



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         1.6 (a) Base Rent Paid Upon Commencement. $20,038.00 as Base Rent for
the first month of the Original Term (payable, along with the "Security Deposit"
(as hereinafter defined), upon Lessee's execution hereof.)

             (b) Lessee's Share of Common Area Operating Expenses. Twelve
decimal Two Nine percent (12.29%) ("Lessee's Share") as determined by [X]
prorata square footage of the Premises as compared to the total square footage
of the Industrial Center.

         1.7 Security Deposit. $19,360.00 ("Security Deposit"). (Also see
Paragraph 5.)

         1.8 Permitted Use. General office and warehouse and manufacturing and
for no other purposes whatsoever without obtaining the prior written consent
from the Lessor, which consent will be at Lessor's sole ad absolute discretion.

         1.9 Insuring Party. Lessor is the "Insuring Party." (Also see Paragraph
8.)

         1.10 (a) Real Estate Brokers. The following real estate broker(s)
(collectively, the "Brokers") and brokerage relationships exist in this
transaction and are consented to by the Parties (check applicable boxes):

[ ]      None, represents Lessor exclusively ("Lessor's Broker");

[ ]      None, represents Lessee exclusively ("Lessee's Broker"); or

[ ]      None, represents both Lessor and Lessee ("Dual Agency"). (Also see
         Paragraph 15.)

             (b) Payment to Brokers. Upon the execution of this Lease by both
Parties and upon the Commencement Date, Lessor shall pay to said Broker(s)
____________, or in such separate shares as they may mutually designate in
writing, a fee as set forth in a separate written agreement between Lessor and
said _______________. Lessee hereby agrees and understands that said fee is a
cost associated with Lessee leasing the Premises and Lessor shall recover such
cost over _________________ of the Lease as a portion of the Rent. Lessee shall
reimburse the Lessor for any unamortized costs of said fee in the event of any
default by the _______________, including but not limited to Lessee's failure to
pay Rent.

         1.11 Guarantor. The obligations of the Lessee under this Lease are to
be guaranteed by Not Applicable ("Guarantor"). (Also see Paragraph 37.)

         1.12 Addends and Exhibits. Attached hereto is an Addendum or Addenda
consisting of Paragraphs 49 through 55 and Exhibits A through D, all of which
constitute a part of this Lease.

2. Premises, Parking and Common Areas.

         2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases
from Lessor, the Premises, for the term, at the rental, and upon all of the
terms, covenants and conditions set forth in the Lease. Unless otherwise
provided herein, any statement of square footage set forth in this Lease, or
that may have been used in calculating rental and/or Common Area Operating
Expenses, is an approximation which Lessor and Lessee agree is reasonable and
the rental and




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Lessee's Share (as defined in Paragraph 1.6(b)) based thereon is not subject to
revision whether or not the actual square footage is more or less.

         2.2 Condition. Lessor shall deliver the Premises to Lessee clean and
free of debris on the Commencement Date and warrants to Lessee that the existing
plumbing, electrical systems, fire sprinkler system, lighting, air conditioning
and heating systems and loading doors, if any, in the Premises, other than those
constructed by Lessee, shall be in good operating condition on the Commencement
Date. If a non-compliance with said warranty exists as of the Commencement Date,
Lessor shall, except as otherwise provided in this Lease, promptly after receipt
of written notice from Lessee setting forth with specificity the nature and
extent of such non-compliance, rectify same at Lessor's expense. If Lessee does
not give Lessor written notice of a non-compliance with this warranty within
thirty (30) days after the Commencement Date, correction of that non-compliance
shall be the obligation of Lessee at Lessee's sole cost and expense.

         2.3 Compliance with Covenants, Restrictions and Building Code. Lessor
warrants that any improvements (other than those constructed by Lessee or at
Lessee's direction) on or in the Premises which have been constructed or
installed by Lessor or with Lessor's consent or at Lessor's direction shall
comply with all applicable covenants or restrictions of record and applicable
building codes, regulations and ordinances in effect on the Commencement Date
with the exception of the Americans With Disabilities Act and California Title
24 which both Parties understand the Premises may not comply and Lessor shall
have no responsibility to make comply. Lessor further warrants to Lessee that
Lessor has no knowledge of any claim having been made by any governmental agency
that a violation or violations of applicable building codes, regulations,
ordinances and/or "Applicable Requirements" or "Applicable Laws" (as defined
below) exist with regard to the Premises as of the Commencement Date. Said
warranties shall not apply to any Alterations or Utility Installations (defined
in Paragraph 7.3(a)) made or to be made by Lessee. If the Premises do not comply
with said warranties, Lessor shall, except as otherwise provided in this Lease,
promptly after receipt of written notice from Lessee given within six (6) months
following the Commencement Date and setting forth with specificity the nature
and extent of such non-compliance, take such action, at Lessor's expense, as may
be reasonable or appropriate to rectify the non-compliance. Lessor makes no
warranty that the Permitted Use in Paragraph 1.8 is permitted for the Premises
under Applicable Laws (as defined in Paragraph 2.4).

         2.4 Acceptance of Premises. Lessee hereby acknowledges: (a) that it has
been advised to satisfy itself with respect to the condition of the Premises
(including but not limited to the electrical and fire sprinkler systems,
security, environmental aspects, seismic and earthquake requirements, and
compliance with the Americans With Disabilities Act and applicable zoning,
municipal, county, state and federal laws, ordinances and regulations and any
covenants or restrictions of record (collectively, "Applicable Laws") and the
present and future suitability of the Premises for Lessee's intended use; (b)
that Lessee has made such investigation as it deems necessary with reference to
such matters, is satisfied with reference thereto, and assumes all
responsibility therefore as the same relate to lessee's occupancy of the
Premises and/or the terms of this Lease; and (c) that neither Lessor, nor any of
Lessor's agents, has made any oral or written representations or warranties with
respect to said matters other than as set forth in this Lease.




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         2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in
this Paragraph 2 shall be of no force or affect if immediately prior to the date
set forth in Paragraph 1.1 Lessee was the owner or occupant of the Premises. In
such event, Lessee shall, at Lessee's sole cost and expense, correct any
non-compliance of the Premises with said warranties.

         2.6 Vehicle Parking. Lessee shall be entitled to use the number of
Unreserved Parking Spaces and Reserved Spaces specified in Paragraph 1.2(b)
___________ portions of the Common Areas designated from time to time by Lessor
for parking. Lessee shall not use more parking spaces than said number. Said
spaces shall be used for parking by vehicles no larger than full-size passenger
automobiles or pick-up trucks, herein called "Permitted Size Vehicles." _______
other than Permitted Size Vehicles shall be parked and loaded or unloaded as
directed by Lessor in the Rules and Regulations (as defined in Paragraph
_______) ______________ by Lessor. (Also see Paragraph 2.9 and Exhibit "D".)

                  (a) Lessee shall not permit or allow any vehicles that belong
to or are controlled by Lessee or Lessee's employees, suppliers, shippers,
customers, contractors or invitees to be loaded, unloaded, or parked in areas
other than those designated by Lessor for such activities.

                  (b) If Lessee permits or allows any of the prohibited
activities described in this Paragraph 2.6, then Lessor shall have the right,
without notice, in addition to such other rights and remedies that it may have,
to remove or two away the vehicle involved and charge the cost to Lessee, which
cost shall be immediately payable upon demand by Lessor.

                  (c) Lessor shall at the Commencement Date of this Lease,
provide the parking facilities required by Applicable Law.

         2.7 Common Areas - Definition. The term "Common Areas" is defined as
all areas and facilities outside the Premises and within the exterior boundary
lines of the Industrial Center and interior utility raceways within the Premises
that are provided and designated by the Lessor from time to time for the general
non-exclusive use of Lessor, Lessee and other lessees of the Industrial center
and their respective employees, suppliers, shippers, customers, contractors and
invitees, including parking areas, loading and unloading areas, trash areas,
roadways, sidewalks, walkways, parkways, driveways and landscaped areas.

         2.8 Common Areas - Lessee's Rights. Lessor hereby grants to Lessee, for
the benefit of Lessee and its employees, suppliers, shippers, contractors,
customers and invitees, during the term of this Lease, the non-exclusive right
to use, in common with other entitled to such use, the Common Areas as they
exist from time to time, subject to any rights, powers, and privileges reserved
by Lessor under the terms hereof or under the terms of any rules and regulations
or restrictions governing the use of the Industrial Center. Under no
circumstances shall the right herein granted to use the Common Areas be deemed
to include the right to store any property, temporarily or permanently, in the
Common Areas. Any such storage shall be permitted only by the prior written
consent of Lessor or Lessor's designated agent, which consent may be revoked at
any time. In the event that any unauthorized storage shall occur, then Lessor
shall have the right, without notice, in addition to such other rights and
remedies that it may have, to remove



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the property and charge the cost to Lessee, which cost shall be immediately
payable upon demand by Lessor.

         2.9 Common Areas - Rules and Regulations. Lessor or such other
person(s) as Lessor may appoint shall have the exclusive control and management
of the Common Areas and shall have the right, from time to time, to establish,
modify, amend and enforce reasonable Rules and Regulations with respect thereto
in accordance with Paragraph 40. Lessee agrees to abide by and conform to all
such Rules and Regulations, and to cause its employees, suppliers, shippers,
customers, contractors and invitees to so abide and conform. Lessor shall not be
responsible to Lessee for the non-compliance with said rules and regulations by
other lessees of the Industrial Center.

         2.10 Common Areas - Changes. Lessor shall have the right, in Lessor's
sole discretion, from time to time:

                  (a) To make changes to the Common Areas, including, without
limitation, changes in the location, size, shape and number of driveways,
entrances, parking spaces, parking areas, loading and unloading areas, ingress,
egress, direction of traffic, landscaped areas, walkways and utility raceways;

                  (b) To close temporarily any of the Common Areas for
maintenance purposes so long as reasonable access to the Premises remains
available;

                  (c) To designate other land outside the boundaries of the
Industrial Center to be a part of the Common Areas;

                  (d) To add additional buildings and improvements to the Common
Areas;

                  (e) To sue the Common Areas while engaged in making additional
improvements, repairs or alterations to the Industrial Center, or any portion
thereof; and

                  (f) To do and perform such other acts and make such other
changes in, to or with respect to the Common Areas and the Industrial Center as
Lessor may, in the exercise of sound business judgment, deem to be appropriate.

3. Term.

         3.1 Term. The Commencement Date, Expiration Date and Original Term of
this Lease are as specified in Paragraph 1.3.

         3.2 Early Possession. If an Early Possession Date is specified in
Paragraph 1.4 and if Lessee totally or partially occupies the Premises after the
Early Possession Date but prior to the Commencement Date, the obligation to pay
Base Rent shall be abated for the period of such early occupancy. All other
terms of this Lease, however, (including but not limited to the obligations to
pay Lessee's Share of Common Area Operating Expenses and to carry the insurance
required by Paragraph 8) shall be in effect during such period. Any such early
possession shall not affect nor advance the Expiration Date of the Original
Term.




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         3.3 Delay In Possession. If for any reason Lessor cannot deliver
possession of the Premises to Lessee by the Early Possession Date, if one is
specified in Paragraph 1.4, or if no Early Possession Date is specified, by the
Commencement Date, Lessor shall not be subject to any liability therefor, nor
shall such failure affect the validity of this Lease, or the obligations of
Lessee hereunder, or extend the term hereof, but in such case, Lessee shall not,
except as otherwise provided herein, be obligated to pay rent or perform any
other obligation to pay rent or perform any other obligation of Lessee under the
terms of this Lease until Lessor delivers possession of the Premises to Lessee.
If possession of the Premises is not delivered to Lessee within sixty (60) days
after the Commencement Date, Lessee may, at its _____, by notice in writing to
Lessor within ten (10) days after the end of said sixty (60) day period, cancel
this Lease, in which event the parties shall be ____ from all obligation
thereunder; provided further, however, that if such written notice of Lessee is
not received by Lessor within said ten (10) day period, Lessee's right to cancel
this Lease hereunder shall terminate and be of no further force or effect.
Except as may be otherwise provided, and regardless of when the Original Term
actually commences, if possession is not tendered to Lessee when required by
this Lease and Lessee does not terminate this Lease, as aforesaid, the period
free of the obligation to pay Base Rent, if any, that Lessee would otherwise
have enjoyed shall run from the date of delivery of possession and continue for
a period equal to the period during which the Lessee would have otherwise
enjoyed under the terms hereof, but minus any days of delay caused by the acts,
changes or omissions of Lessee.

4. Rent.

         4.1 Base Rent. Lessee shall pay Base Rent and other rent or charges, as
the same may be adjusted from time to time, to Lessor in lawful money of the
United States, without offset of deduction, on or before the day on which it is
due under the terms of this Lease. Base Rent and all other rent and charges for
any period during the term hereof which is for less than one full month shall be
prorated based upon the actual number of days of the month involved. Payment of
Base Rent and other charges shall be made to Lessor at its address stated herein
or to such other persons or at such other addresses as Lessor may from time to
time designate in writing to Lessee. Base Rent shall be adjusted per paragraph
40 below.

         4.2 Common Area Operating Expenses. Lessee shall pay to Lessor during
the term hereof, in addition to the Base Rent, Lessee's Share (as specified in
Paragraph 1.8(b)) of increases above Base Year 2002 of all Common Area Operating
Expenses, as hereinafter defined, during each calendar year of the term of this
Lease, in accordance with the following provisions:

              (a) "Common Area Operating Expenses" are defined, for purposes
of this Lease, as all costs incurred by Lessor relating to the Industrial
Center, including, but not limited to, the following:

                   (i) The operation, repair and maintenance, in neat, clean,
good order and condition, of the following:

                            (aa) The Common Areas, including parking areas,
loading and unloading areas, trash areas, roadways, sidewalks, walkways,
parkways, driveways, landscaped



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areas, striping, bumpers, irrigation systems, Common Area lighting facilities,
fences and gates, elevators and roof.

                                    (bb) Exterior signs and any tenant
directories.

                                    (cc) Fire detection and sprinkler systems.

                           (ii) The cost of water, gas, electricity and
telephone to service the Common Areas.

                           (iii) Trash disposal, property management fees and
costs and security services and the costs of any environmental inspections.

                           (iv) Reserves set aside for maintenance and repair of
Common Areas.

                           (v) Any increase above the Base Real Property Taxes
(as defined in Paragraph 10.2(b)) for the Building and the Common Areas.

                           (vi) Any "Insurance Cost Increase" fee defined in
Paragraph 6.1).

                           (vii) The cost of insurance carried by Lessor with
respect to the Common Area.

                           (viii) Any deductible portion of an insured loss
concerning the Building or the Common Areas.

                           (ix) Any other service to be provided by Lessor that
are stated elsewhere in this Lease to be a Common Area Operating Expense.

                  (b) Any Common Area Operating Expenses and Real Property Taxes
that are specifically attributable to the Building or to such other building.
However, any Common Area Operating Expenses and Real Property Taxes that are not
specifically attributable to the Building or to any other building or to the
operation, repair and maintenance thereof, shall be equitably allocated by
Lessor to all buildings in the Industrial Center.

                  (c) The inclusion of the improvements, facilities and services
set forth in Subparagraph 4.2(a) shall not be deemed to impose an obligation
upon Lessor to either have said Improvements or facilities or to provide those
services unless the Industrial Center already has the same, Lessor already
provides the services, or Lessor has agreed elsewhere in this Lease to provide
the same or some of them.

                  (d) Lessee's Share of Common Area Operating Expenses shall be
payable by Lessee within ten (10) days after a reasonably detailed ____ of
actual expenses is presented to Lessee by Lessor. At Lessor's option, however,
an amount may be estimated by Lessor from time to time of __ Share of annual
Common Area Operating Expenses and the same shall be payable monthly or
quarterly, as Lessor shall designate, during each 12-month period of the Lease
term, on the same day as the Base Rent is due hereunder. Lessor shall deliver to
Lessee within sixty (60) days after the expiration of each calendar year a
reasonably detailed statement




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showing Lessee's Share of the actual Common Area Operating Expenses incurred
during the preceding year. If Lessee's payments under this Paragraph 4.2(d)
during said preceding year exceed Lessee's Share as indicated on said statement,
Lessee shall be credited the amount of such overpayment against Lessee's Share
of Common Area Operating Expenses next becoming due. If Lessee's payments under
this Paragraph 4.2(d) during said preceding year were less than Lessee's Share
as indicated on said statement, Lessee shall pay to Lessor the amount of the
deficiency within ten (10) days after delivery by Lessor to Lessee of said
statement.

5. Security Deposit. Lessee has on deposit with Lessor upon Lessee's execution
hereof the Security Deposit set forth in Paragraph 1.7 as security for ____
faithful performance of Lessee's obligations under this Lease. If Lessee fails
to pay Base Rent or other rent or charges due hereunder, or otherwise ______
under this Lease (as defined in Paragraph 13.1), Lessor may use, apply or retain
all or any portion of said Security Deposit for the payment of any amount due
Lessor or to reimburse or compensate Lessor for any liability, cost, expense
(including, but no limited to the cleaning and/or restoration of the Premises
after Lessee vacates), loss or damage (including attorneys' fees) which Lessor
may suffer or incur by reason thereof. If Lessor uses or applies all or any
portion of said Security Deposit, Lessee shall within ten (10) days after
written request therefore deposit monies with Lessor sufficient to restore said
Security Deposit to the full amount required by this Lease. Any time the Base
Rent increases during the term of this Lease, Lessee shall, upon written request
from Lessor, deposit additional monies with Lessor as an addition to the
Security Deposit so that the total amount of the Security Deposit shall at all
times bear the same proportion to the then current Base Rent as the Initial
Security Deposit bears to the Initial Base Rent set forth in Paragraph 1.5.
Lessor shall not be required to keep all or any part of the Security Deposit
separate from its general accounts. Lessor shall, at the expiration or earlier
termination of the term hereof and after Lessee has vacated the Premises, return
to Lessee (or, at Lessor's option, to the last assignee, if any, of Lessee's
interest herein), that portion of the Security Deposit not used or applied by
Lessor. Unless otherwise expressly agreed in writing by Lessor, no part of the
Security Deposit shall e considered to be held in trust, to bear interest or
other increment for its use, or to be prepayment for any monies to be paid by
Lessee under this Lease.

6. Use.

         6.1 Permitted Use.

                  (a) Lessee shall use and occupy the Premises only for the
Permitted Use set forth in Paragraph 1.8, or any other legal use which is
reasonably comparable thereto, and for no other purpose. Lessee shall not use or
permit the use of the Premises in a manner that is unlawful, creates waste or a
nuisance, or that disturbs owners and/or occupants of, or causes damage to the
Premises or neighboring premises or properties.

                  (b) Lessor hereby agrees to not unreasonably withhold or delay
its consent to any written request by Lessee, Lessee's assignees or subtenants,
and by prospective assignees and subtenants of Lessee, its assignees and
subtenants, for a modification of said Permitted Use, so long as the same will
not impair the structural integrity of the improvements on the Premises or in
the Building or the mechanical or electrical systems therein, does not conflict
with uses by other lessees, is not significantly more burdensome to the Premises
or the Building and the



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improvements thereon, and is otherwise permissible pursuant to this Paragraph 6.
If Lessor elects to withhold such consent, Lessor shall within five (5) business
days after such request give a written notification of same, which notice shall
include an explanation of Lessor's reasonable objections to the change in use.
Lessor's concerns regarding the impact on parking or other tenant's enjoyment of
the Industrial Center due to the proposed modification of said Permitted Use
shall be reasonable grounds for Lessor's denial of said change.

         6.2 Hazardous Substances.

                  (a) Reportable Uses Require Consent. The term "Hazardous
Substance" as used in this Lease shall mean any product, substance, chemical,
material or waste whose presence, nature, quantity and/or intensity of
existence, use, manufacture, disposal, transportation, spill, release or effect,
either by itself or in combination with other materials expected to be on the
Premises, is either: (i) potentially injurious to the public health, safety or
welfare, the environment, or the Premises; (ii) regulated or monitored by any
governmental authority; or (iii) a basis for potential liability of Lessor to
any governmental agency or third party under any applicable statute or common
law theory. Hazardous Substance shall include, but not be limited to,
hydrocarbons, petroleum, gasoline, crude oil or any products or by-products
thereof. Lessee shall not engage in any activity in or about the Premises which
constitutes a Reportable Use (as hereinafter defined) of Hazardous Substances
without the express prior written consent of Lessor and compliance in a timely
manner (at Lessee's sole cost and expense) with all Applicable Requirements (as
defined in Paragraph 6.3). "Reportable Use" shall mean (i) the installation or
use of any above or below ground storage tank, (ii) the generation, possession,
storage, use, transportation, or disposal of a Hazardous Substance that requires
a permit from, or with respect to which a report, notice, registration of
business plan is required to be filed with, any governmental authority, and
(iii) the presence in, on or about the Premises of a Hazardous Substance with
respect to which any Applicable Laws required that a notice be given to persons
entering or occupying the Premises or neighboring properties, notwithstanding
the foregoing. Lessee may, without Lessor's prior consent, but upon notice to
Lessor and in compliance with all Applicable Requirements, use any ordinary and
customary materials reasonably required to be used by Lessee in the normal
course of the Permitted Use, so long as such use is not a Reportable Use and
does not expose the Premises or neighboring properties to any meaningful risk of
contamination or damage or expose Lessor to any liability therefor. In addition,
Lessor may (but without any obligation to do so) condition its consent to any
Reportable Use of any Hazardous Substance by Lessee upon Lessee's giving Lessor
such additional assurances as Lessor, in its reasonable discretion, deems
necessary to protect ___ the public, the Premises and the environment against
damage, contamination or injury and/or liability therefor, including but no
limited to the installation ___ at Lessor's option, removal on or before Lease
expiration or earlier termination) of reasonably necessary protective
modifications to the Premises (such as ___ encasements) and/or the deposit of an
additional Security Deposit under Paragraph 5 hereof.

                  (b) Duty to Inform Lessor. If Lessee knows, or has reasonable
cause to believe, that a Hazardous Substance has come to be located in, on,
under or about the Premises or the Building, other than as previously consented
to by Lessor, Lessee shall immediately give Lessor written notice thereof,
together with a copy of any statement, report, notice, registration,
application, permit, business plan, license, claim, action, or proceeding given
to, or received



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from, any governmental authority or private party concerning the presence,
spill, release, discharge of, or exposure to, such Hazardous Substance including
but not limited to, all such documents as may be involved in any Reportable Use
involving the Premises. Lessee shall not cause or permit any Hazardous Substance
to be spilled or released in, on, under or about the Premises (including,
without limitation, through the plumbing or sanitary sewer systems).

                  (c) Indemnification. Lessee shall indemnify, protect, defend
and hold Lessor, its agents, employees, lenders and ground lessor, if any, and
the Premises, harmless from and against any and all damages, liabilities,
judgments, costs, claims, liens, expenses, penalties, loss of permits and
attorneys' and consultants' fees arising out of or involving any Hazardous
Substance brought onto the Premises by or for Lessee or by anyone under Lessee's
control. Lessee's obligations under this Paragraph 6.2(c) shall include, but not
be limited to, the effects of any contamination or injury to person, property or
the environment created or suffered by Lessee, and the cost of investigation
(including consultants' and attorneys' fees and testing), removal, remediation
and/or abatement thereof, or of any contamination therein involved, and shall
survive the expiration or earlier termination of this Lease. No termination,
cancellation or release agreement entered into by Lessor and Lessee shall
release Lessee form its obligations under this Lease with respect to Hazardous
Substances, unless specifically so agreed by Lessor in writing at the time of
such agreement.

         6.3 Lessee's Compliance with Requirements. Lessee shall, at Lessee's
sole cost and expense, fully, diligently and in a timely manner, comply with
all "Applicable Requirements," which term is used in this Lease to mean all
laws, rules, regulations, ordinance, directives, covenants, easements and
restrictions of record, permits, the requirements of any applicable fire
insurance underwriter or rating bureau, and the recommendations of Lessor's
engineers and/or consultants, relating in any manner to the Premises (including
but no limited to matters pertaining to (i) industrial hygiene, (ii)
environmental conditions on, in, under or about the Premises, including soil and
groundwater conditions, and (iii) the use, generation, manufacture, production;
installation, maintenance, removal, transportation, storage, spill, or release
of any Hazardous Substance), now in effect or which may hereafter come into
effect. Lessee shall, within five (5) days after receipt of Lessor's written
request, provide Lessor with copies of all documents and information, including
but not limited to permits, registrations, manifests, applications, reports and
certificates, evidencing Lessee's compliance with any Applicable Requirements
specified by Lessor and shall immediately upon receipt notify Lessor in writing
(with copies of any documents involved) of any threatened or actual claim,
notice, citation, warning, compliant or report pertaining to or involving
failure by Lessee or the Premises to comply with any Applicable Requirements.

         6.4 Inspection: compliance with Law. Lessor, Lessor's agents,
employees, contractors and designated representatives, and the holders of any
mortgages, deeds of trust or ground leases on the Premises ("Lenders") shall
have the right to enter the Premises at any time in the case of an emergency,
and otherwise at reasonable times, for the purpose of inspecting the condition
of the Premises and for verifying compliance by Lessee with this Lease and all
Applicable Requirements (as defined in Paragraph 6.3), and Lessor shall be
entitled to employ experts and/or consultants in connection therewith to advise
Lessor with respect to Lessee's activities, including but not limited to
Lessee's installation, operation, use, monitoring, maintenance, or removal of
any Hazardous Substance on or from the Premises. The costs and



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expenses of any such inspections shall be paid by the party requesting same,
unless a Default or Breach of this Lease by Lessee or a violation of Applicable
Requirements or a contamination, caused or materially contributed to by Lessee,
is found to exist or to be imminent, or unless the inspection is requested or
ordered by a governmental authority as the result of any such existing or
imminent violation or contamination. In such cases, Lessee shall upon request
reimburse Lessor or Lessor's Lender, as the case may be, for the costs and
expenses of such inspections.

7. Maintenance, Repairs, Utility Installments, Trade Fixtures and Alteration.

         7.1 Lessor's Obligations.

                  (a) Subject to the provisions of Paragraphs 2.2 (Condition),
2.3 (Compliance with Covenants, Restrictions and Building Code), 7.2 (Lessor's
Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at
Lessee's sole cost and expense and at all times, keep the Premises and every
____ thereof in good order, condition and repair (whether or not such portion of
the Premises requiring repair, or the means of repairing the same, are ____ or
readily accessible to Lessee, and whether or not the need for such repairs
occurs as a result of Lessee's use, the elements or the age of such _____ of the
Premises), including, without limitation the generality of the foregoing, all
equipment or facilities specifically serving the Premises, such as ____,
heating, air condition, ventilation, electrical, lighting facilities, boilers,
fired or unfired pressure vessels, fire hose connections if within the Premises,
fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors,
windows, doors, plate glass, and skylights, but excluding any items which are
the responsibility of Lessor pursuant to Paragraph 7.2 below. Lessee, in keeping
the Premises in good order, condition and repair, shall exercise and perform
good maintenance practices. Lessee's obligations shall include restorations,
replacements or renewals when necessary to keep the Premises and all
Improvements thereon or a part thereof in good order, condition and state of
repair.

                  (b) Lessee shall, at Lessee's sole cost and expense, procure
and maintain a contract, with copies to Lessor, in customary form and substance
and with a contractor specializing and experienced in the inspection,
maintenance and service of the heating, air conditioning and ventilation (herein
call the "AC") system for the Premises. Such contract shall include a minimum of
three (3) month maintenance schedule for each HVAC unit associated with the
Premises. However, Lessor reserves the right, upon notice to Lessee, to procure
and maintain the contract for the heating, air conditioning and ventilating
___________, and if Lessor so elects, Lessee shall reimburse Lessor, upon demand
for the cost thereof.

                  (c) If Lessee fails to perform Lessee's obligations under this
Paragraph 7.1, Lessor may enter upon the Premises after ten (10) days' prior
written notice to Lessee (except in the case of an emergency, in which case no
notice shall be required), perform such obligations on Lessee's behalf, and put
the Premises in good order, condition and repair, in accordance with Paragraph
13.2 below.

         7.2 Lessor's Obligations. Subject to the provisions of Paragraphs 2.2
(Condition) 2.3 (Compliance with Covenants, Restrictions and Building Code), 4.2
(Common Area Operating Expenses), 6 (Use), 7.1 (Lessee's Obligations), 9 (Damage
or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant
to Paragraph 4.2, shall keep in good



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order, condition and repair the foundations, exterior walls, structural
condition of interior bearing walls, exterior roof, fire sprinkler and/or
standpipe and hose (if located in the Common Areas) or other automatic fire
extinguishing system including fire alarm and/or smoke detection systems' and
equipment (outside of the Premises), fire hydrants, parking lots, walkways,
parkways, driveways, landscaping, fences, signs and utility systems serving the
Common Areas and all parts thereof, as well as providing the services for which
there is a Common Area Operating Expense pursuant to Paragraph 4.2. Lessor shall
not be obligated to paint the exterior or interior surfaces of exterior walls
nor shall Lessor be obligated to maintain, repair or replace windows, doors or
plate glass of the Premises. Lessee expressly waives the benefit of any statute
now or hereafter in effect which would otherwise afford Lessee the right to make
repairs at Lessor's expense or to terminate this Lease because of Lessor's
failure to keep the Building, Industrial Center or Common Areas in good order,
condition and repair.

         7.3 Utility Institutions, Trade Fixtures, Alterations.

                  (a) Definitions; Consent Required. The term "Utility
Installations" is used in this Lease to refer to all air lines, power panels,
electrical distribution, security, fire protection systems, communications
systems, lighting fixtures, heating, ventilating and air conditioning equipment,
plumbing, and fencing in, on or about the Premises. The term "Trade Fixtures"
shall mean Lessee's machinery and equipment which can be removed without doing
material damage to the Premises. The term "Alterations" shall mean any
modification of the improvements on the Premises which are provided by Lessor
under the terms of this Lease, other than Utility installations or Trade
Fixtures. "Lessee-Owned Alterations and/or Utility Installations" are defined as
Alterations and/or Utility Installations made by Lessee that are not yet owned
by Lessor pursuant to Paragraph 7.4(a). Lessee shall not make nor cause to be
made any Alterations or Utility Installations in, on, under or about the
Premises without Lessor's prior written consent, which consent shall not be
unreasonably withheld or delayed. Lessee may, however, make non-structural
Utility Installations to the interior of the Premises (excluding the roof)
without Lessor's consent but upon notice to Lessor so long as they are not
visible from the outside of the Premises, do not involve puncturing, relocating
or removing the roof or any existing walls, or changing or interfering with the
fire sprinkler or fire detection systems and the cumulative cost thereof during
the term of this Lease or as extended does not exceed $2,500.00.

                  (b) Consent. Any Alterations or Utility Installations that
Lessee shall desire to make and which require the consent of the Lessor shall be
presented to Lessor in written form with detailed plans. All consents given by
Lessor, whether by virtue of Paragraph 7.3(a) or by subsequent specific consent,
shall be deemed conditioned upon: (i) Lessee's acquiring all applicable permits
required by governmental authorities (ii) the furnishing of copies of such
permits together with a copy of the plans and specifications for the Alteration
or Utility Installation to Lessor prior to commencement of the work thereon; and
(iii) the compliance by Lessee with all conditions of said permits in a prompt
and expeditious manner. Any Alterations or Utility Installations by Lessee
during the term of this Lease shall promptly upon completion thereof furnish
Lessor with as-built plans and specifications therefor. Lessor may (but without
obligation to do so) condition its consent to any requested Alteration or
Utility Installation that costs $2,500.00 or more upon Lessee's providing Lessor
with a lien and completion bond in an amount equal to one and one-half times the
estimated cost of such Alteration or Utility Installation.



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<PAGE>
                  (c) Lien Protection. Lessee shall pay when due all claims for
labor or materials furnished or alleged to have been furnished to or for Lessee
at or for use on the Premises, which claims are or may be secured by any
mechanic's or materialmen's lien against the Premises or any interest therein,
Lessee shall give Lessor not less than ten (10) days' notice prior to the
commencement of any work in, on, or about the Premises, and Lessor shall have
the right to post notices of non-responsibility in or on the Premises as
provided by law. If Lessee shall, in good faith, contest the validity of any
such lien, claim or demand, then Lessee shall, at its sole expense, defend and
protect itself, Lessor and the Premises against the same and shall pay and
satisfy any such adverse judgment that may be rendered thereon before the
enforcement thereof against the Lessor or the Premises. If Lessor shall require,
Lessee shall furnish to Lessor, a surety bond satisfactory to Lessor, in an
amount equal to one and one-half times the amount of such contested lien claim
or demand, indemnifying Lessor against liability for the same, as required by
law for the holding of the Premises free from the effect of such lien or claim.
In addition, Lessor may require Lessee to pay Lessor's attorneys' fees and costs
in participating in such action if Lessor shall decide it is to its best
interest to do so.

         7.4 Ownership, Removal, Surrender, and Restoration.

                  (a) Ownership. Subject to Lessor's right to require their
removal and to cause Lessee to become the owner thereof as hereinafter provided
in this Paragraph 7.4, all Alterations and Utility Installations made to the
Premises by Lessee shall be the property of and owned by Lessee, but considered
a part of the Premises. Lessor may, at any time and at its option, elect in
writing to Lessee to be the owner of all or any specified part of the
Lessee-Owned Alterations and Utility Installations. Unless otherwise instructed
per Subparagraph 7.4(b) hereof, all Lessee-Owned Alterations and Utility
Installations shall, at the expiration or earlier termination of this Lease,
become the property of Lessor and remain upon the Premises and be surrendered
with the Premises by Lessee.

                  (b) Removal. Unless otherwise agreed in writing, Lessor may
require that any or all Lessee-Owned Alterations or Utility Installations be
removed by the expiration or earlier termination of this Lease, notwithstanding
that their installation may have been consented to by Lessor. Lessor may require
the removal at any time of all or any part of any Alterations or Utility
Installations made without the required consent of Lessor.

                  (c) Surrender/Restoration. Lessee shall surrender the Premises
by the end of the last day of the Lease term or any earlier termination date,
clear and free of debris and in good operating order, condition and state of
repair, ordinary wear and tear excepted. Ordinary wear and tear shall not
include any damage or deterioration that would have been prevented by good
maintenance practice or by Lessee performing all of its obligations under this
Lease. Except as otherwise agreed or specified herein, the Premises, as
surrendered, shall include the Alterations and Utility Installations. The
obligation of Lessee shall include the repair of any damage occasioned by the
installation, maintenance or removal of Lessee's Trade Fixtures, furnishings,
equipment and Lessee-Owned Alterations and Utility Installations, as well as the
removal of any storage tank installed by or for Lessee, and the removal,
replacement, or remediation of any soil, material or ground water contaminated
by Lessee, all as may then be required by Applicable Requirements and/or good
practice. Lessee's Trade Fixtures shall remain the property of Lessee

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<PAGE>
and shall be removed by Lessee subject to its obligation to repair and restore
the Premises per this Lease.

                  (d) Ownership; Removal; Surrender; & Restoration.
Notwithstanding the provisions of Paragraph 7: Lessee shall not be required to
remove any improvements and fixtures installed by Lessee in, on or about the
Premises pursuant to Lessee's repair obligation under this Lease, and Lessee
shall not be required to remove any alterations, improvements, additional, or
Utility Installations for which Lessee has obtained Lessor's written consent,
unless Lessor has indicated, at the time of granting such consent, that removal
will be required.

8. Insurance; Indemnity.

         8.1 Payment of Premium Increases.

                  (a) As used herein, the term "Insurance Cost Increase" is
defined as any increase in the actual cost of the insurance applicable to the
Building and required to be carried by Lessor pursuant to Paragraphs 8.2(b),
8.3(a) and 8.3(b) ("Required Insurance"), over and above the Base Premium, as
hereinafter defined, calculated on an annual basis. "Insurance Cost Increase"
shall include, but not be limited to, requirements of the holder of a mortgage
or deed of trust covering the Premises, increased valuation of the Premises,
and/or a general premium rate increase. The term "Insurance Cost increase" shall
not, however, include any premium increases resulting from the nature of the
occupancy of any other lessee of the Building. If the parties insert a dollar
amount in Paragraph 1.9 such amount shall be considered the "Base Premium." If a
dollar amount has not been inserted in Paragraph 1.9 and if the Building has
been previously occupied during the twelve (12) month period immediately
preceding the Commencement Date, the "Base Premium" shall be the annual premium
applicable to such twelve (12) month period. If the Building was not fully
occupied during such twelve (12) month period, the "Base Premium" shall be the
lowest annual premium reasonably obtainable for the Required Insurance as of the
Commencement Date, assuming the most nominal use possible of the Building. In no
event, however, shall Lessee be responsible for any portion of the premium cost
attributable to liability insurance coverage in excess of $2,000,000 procured
under Paragraph 8.2(b).

                  (b) Lessee shall pay any Insurance Cost Increase to Lessor
pursuant to Paragraph 4.2. Premiums for policy periods commencing prior to, or
funding beyond, the term of this Lease shall be prorated to coincide with the
corresponding Commencement Date or Expiration Date.

         8.2 Liability Insurance.

                  (a) Carried by Lessee. Lessee shall obtain and keep in force
during the Term of this Lease a Commercial General Liability policy of insurance
providing Lessee, Lessor and any Lender(s) whose names have been provided to
Lessee in writing (as additional insureds) against claims for bodily injury,
personal injury and property damage based upon, involving or arising out of the
ownership, use, occupancy or maintenance of the Premises and all areas
appurtenant thereto. Such insurance shall be on an occurrence basis providing
single limit coverage in an amount not less than $2,000,000 per occurrence with
an "Additional Insured-Managers and Lessors of Premises" endorsements and
contain the "Amendment of the Pollution




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<PAGE>
Exclusion" endorsement for damage caused by heat, smoke or fumes from a hostile
fire. The policy shall not contain any intra-insured exclusions as between
insured persons or organizations, but shall include coverage for liability
assumed under this Lease as an "insured contract" for the performance of
Lessee's indemnity obligations under this Lease. The limits of said insurance
required by this Lease or as carried by Lessee shall not, however, limit the
liability of Lessee nor relieve Lessee of any obligation hereunder. All
insurance to be carried by Lessee shall be primary to and not contributory with
any similar insurance carried by Lessor, whose insurance shall be shouldered
excess insurance only.

                  (b) Carried by Lessor. Lessor shall also maintain liability
insurance described in Paragraph 9.2(a) above. In addition to and not in lieu
of, the insurance required to be maintained by Lessee. Lessee shall not be named
as an additional insured therein.

         8.3 Property Insurance-Building, Improvements and Rental Value.

                  (a) Building and Improvements. Lessor shall obtain and keep in
force during the term of this Lease a policy or policies in the name of Lessor,
with loss payable to Lessor and to any Lender(s), insuring against loss or
damage to the Premises. Such insurance shall be for full replacement cost,
except with regard to earthquake and/or flood where insurance may be for a
lesser amount, as the same shall exist from time to time, or the amount required
by any Lender(s) but in no event more than the commercially reasonable and
available insurable value thereof. If, by reason of the unique nature or age of
the improvements involved, such letter amount is less than full replacement
cost. Lessee-Owned Alterations and Utility Installations. Trade Fixtures and
Lessee's personal property shall be insured by Lessee pursuant to Paragraph 8.4.
If the coverage is available and commercially appropriate, Lessor's policy or
policies shall insure against all risks of direct physical loss or damage
(except the perils of flood and/or earthquake unless required by Lender or
included in the Base Premium), including coverage for any additional costs
resulting from debris removal and reasonable amounts of coverage for the
enforcement of any ordinance or law regulating the reconstruction or replacement
of any undamaged sections of the Building required to be demolished or removed
by reason of the enforcement of any building, zoning, safety or land use laws as
the result of a covered loss, but not including plate glass insurance. Said
policy or policies shall also contain an agreed valuation provision in lieu of
any co-insurance clause, waiver of subrogation, and inflation guard protection
causing an increase in the annual property insurance coverage amount by a factor
of not less than the adjusted U.S. Department of Labor Consumer Price Index for
All Urban Consumers for the city nearest to where the Premises are located.

                  (b) Rental Value. Lessor shall also obtain and keep in force
during the term of this Lease a policy or policies in the name of Lessor, with
loss payable to Lessor and any Lender(s), insuring the loss of the full rental
and other charges payable by all lessees of the Building to Lessor for one year
(including all Real Property Taxes, insurance costs, all Common Area Operating
Expenses and any scheduled rental increases). Said insurance may provide that in
the event the Lease is terminated by reason of an insured loss, the period of
indemnity for such coverage shall be extended beyond the date of the completion
of repairs or replacement of the Premises, to provide for one full year's loss
of rental revenues from the date of any such loss. Said insurance shall contain
an agreed valuation provision in lieu of any co-insurance clause, and the amount
of coverage shall be adjusted annually to reflect the projected rental income,
Real



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Property Taxes, insurance premium costs and other expenses, if any, otherwise
payable, for the next 12-month period. Common Area Operating Expenses shall
include any deductible amount in the event of such loss.

                  (c) Adjacent Premises. Lessee shall pay for any increase in
the premiums for the property insurance of the Building and for the Common Area
or other buildings in the Industrial Center if sold increase is caused by
Lessee's acts, omissions, use or occupancy of the Premises.

                  (d) Lessee's Improvements. Since Lessor is the Insuring Party,
Lessor shall not be required to insure Lessee-Owned Alterations and Utility
Installations unless the item in question has become the property of Lessor
under the terms of this Lease.

         8.4 Lessee's Property Insurance. Subject to the requirements of
Paragraph 8.5, Lessee at its cost shall either by separate policy or, at
Lessor's option, by endorsement to a policy already carried, maintain insurance
coverage on all of Lessee's personal property, Trade Fixtures and Lessee-Owned
Alterations and Utility Installations in, on, or about the Premises similar in
coverage to that carried by Lessor as the Insuring Party under Paragraph 8.3(a).
Such insurance shall be full replacement cost coverage with a deductible not to
exceed $1,000 per occurrence. The proceeds from any such insurance shall be used
by Lessee for the replacement of personal property and the restoration of Trade
Fixtures and Lessee-Owned Alterations and Utility Installations. Upon request
from Lessor, Lessee shall provide Lessor with written evidence that such
insurance is in force.

         8.5 Insurance Policies. Insurance required hereunder shall be in
companies duly licensed to transact business in the state where the Premises are
located, and maintaining during the policy term a "General Policyholders Rating"
of at least B+, V, or such other rating as may be required by a Lender, as set
forth in the most current issue of "Best's Insurance Guide." Lessee shall not do
or permit to be done anything which shall invalidate the insurance policies
referred to in this Paragraph 8. Lessee shall cause to be delivered to Lessor,
within seven (7) days after the earlier of the Early Possession Date or the
Commencement Date, certified copies of, or certificates evidencing the existence
and amounts of, the insurance required under Paragraph 8.2(a) and 8.4. No such
policy shall be cancelable or subject to modification except after thirty (30)
days' prior written notice to Lessor. Lessee shall at least thirty (30) days
prior to an expiration of such policies, furnish Lessor with evidence of
renewals or "insurance binders" evidencing renewal thereof, or Lessor may order
such ______________ changes than cost thereof to Lessee, which amount shall be
payable to Lessor upon demand.

         8.6 Waiver of Subrogation. Without affecting any other rights or
remedies, Lessee and Lessor each hereby release and relieve the other, and waive
their entire right to recover damages (whether in contract or in cost) against
the other, for loss or damage to their property arising out of or incident to
the perils required to be insured against under Paragraph 8., The effect of such
releases and waivers of the right to recover damages shall not be limited by the
amount of insurance carried or required, or by any deductibles applicable
thereto. Lessor and Lessee agree to have their respective insurance companies
issuing property damage insurance waive any right to subrogation that such
companies may have against Lessor or Lessee, as the case may be, so long as the
insurance is not invalidated thereby.



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<PAGE>
         8.7 Indemnity. Except for Lessor's gross negligence and willful
misconduct, and/or breach of express warranties, Lessee shall indemnify,
protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's
master or ground lessor, partners and Lenders, from and against any and all
claims, loss of rents and/or damages, costs, liens, judgments, penalties, loss
of permits, attorneys' and consultants' fees, expenses and/or liabilities
arising out of, involving, or in connection with, the occupancy of the Premises
by Lessee, the conduct of Lessee's business, any act, omission or neglect of
Lessee, its agents, contractors, employees or invitees, and out of any Default
or Breach by Lessee in the performance in a timely manner of any obligation on
Lessee's part to be performed under this Lease. The foregoing shall include, but
not be limited to, the defense or pursuit of any claim or any action or
proceeding involved therein, and whether or not (in the case of claims made,
against Lessor) litigated and/or reduced to judgment. In case any action or
proceeding be brought against Lessor by reason of any of the foregoing matters,
Lessee upon notice from Lessor shall defend the same at Lessee's expense by
counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee
in such defense. Lessor need not have first paid any such claim in order to be
so indemnified.

         8.8 Exemption of Lessor from Liability. Lessor shall not be liable for
injury or damage to the person or goods, wares, merchandise or other property of
Lessee, Lessee's employees, contractors, invitees, customers, or any other
person in or about the Premises, whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage, obstruction or other defects of pipes, fire sprinklers, wires,
appliances, plumbing, air conditioning or lightning fixtures, or from any other
cause, whether said injury or damage results from conditions arising upon the
Premises or upon other portions of the Building of which the Premises are a
part, from other sources or places, and regardless of whether the cause of such
damage or injury or the means of repairing the same is accessible or not. Lessor
shall not be liable for any damages arising from any act or neglect of any other
lessee of Lessor nor from the failure by Lessor to enforce the provisions of any
other lease in the Industrial Center. Notwithstanding Lessor's negligence or
breach of this Lease, Lessor shall under no circumstances be liable for injury
to Lessee's business or for any loss of income or profit therefrom.

9. Damage or Destruction.

         9.1 Definitions.

                  (a) "Premises Partial Damage" shall mean damage or destruction
to the Premises, other than Lessee-Owned Alterations and Utility Installations,
the repair cost of which damage or destruction is less than fifty percent (50%)
of the then Replacement Cost (as defined in Paragraph 9.1(d)) of the Premises
(excluding Lessee-Owned Alterations and Utility Installations and Trade
Fixtures) immediately prior to such damage or destruction.

                  (b) "Premises Total Destruction" shall mean damage or
destruction to the Premises, other than Lessee-Owned Alterations and Utility
Installations, the repair cost of which damage or destruction is fifty percent
(50%) or more of the then Replacement Cost of the Premises (excluding
Lessee-Owned Alterations and Utility Installations and Trade Fixtures)
immediately prior to such damage or destruction. In addition, damage or
destruction to the Building, other than Lessee-Owned Alterations and Utility
Installations and Trade Fixtures of any lessees of the Building, the cost of
which damage or destruction is fifty percent (50%) or more of the then
Replacement Cost (excluding Lessee-Owned Alterations and Utility Installations
and Trade Fixtures of



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any lessees of the Building) of the Building shall, at the option of Lessor, be
deemed to be Premises Total Destruction.

                  (c) "Insured Loss" shall mean damage or destruction to the
Premises, other than Lessee-Owned Alterations and Utility Installations and
Trade Fixtures, which was caused by an event required to be covered by the
insurance described in Paragraph 8.3(a) irrespective of any deductible amounts
or coverage limits involved.

                  (d) "Replacement Cost" shall mean the cost to repair or
rebuild the improvements owned by Lessor at the time of the occurrence to their
condition existing immediately prior thereto, including demolition, debris
removal and upgrading required by the operation of applicable building codes,
variances or laws, and without deduction for depreciation.

                  (e) "Hazardous Substance Condition" shall mean the occurrence
or discovery of a condition involving the presence of, or a contamination by,
any Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the
Premises.

         9.2 Premises Partial Damage-Insured Loss. If Premises Partial Damage
that is an insured loss occurs, then Lessor shall, at Lessor's expense, repair
such damage (but not Lessee's Trade Fixtures or Lessee-Owned Alterations and
Utility Installations) as soon as reasonably possible and this Lease shall
continue in full force and effect. In the event, however, that there is a
shortage of insurance proceeds and such shortage is due to the fact that, by
reason of the unique nature of the improvements in the Premises, full
replacement cost insurance coverage was not commercially reasonable and
available, Lessor shall have no obligation to pay for the shortage in insurance
proceeds or to fully restore the unique aspects of the Premises unless Lessee
provides Lessor with the funds to cover same, or adequate assurance thereof,
within ten (10) days following receipt of written notice of such shortage and
request therefor. If Lessor receives said funds or adequate assurance thereof
within said ten (10) day period, Lessor shall complete them as soon as
reasonably possible and this Lease ___ remain in full force and effect. If
Lessor does not receive such funds or assurance within said period, Lessor may
nevertheless elect by written notice to ___ within ten (10) days thereafter to
make such restoration and repair as is commercially reasonable with Lessor
paying any shortage in proceeds, in which ___ this Lease shall remain in full
force and effect. If Lessor does not receive such funds or assurance within such
ten (10) day period, and if Lessor does not ___ to restore and repair, then this
Lease shall termination sixty (60) days following the occurrence of the damage
or destruction. Unless otherwise agreed, Lessee shall in no event have any right
to reimbursement from Lessor for any funds contributed by Lessee to repair any
such damage or destruction. Premises Partial Damage due to flood or earthquake
shall be subject to Paragraph 9.3 rather than Paragraph 9.2, notwithstanding
that there may be some insurance coverage, but the net proceeds of any such
insurance shall be made available for the repairs if made by either Party.

         9.3 Partial Damage - Uninsured Loss. If Premises Partial Damage that is
not an insured loss occurs, unless caused by a negligent or willful act of
Lessee (in which event Lessee shall make the repairs at Lessee's expense and
this Lease shall continue in full force and effect),



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Form RE-5D Multi-Ind. Gross (10/99)                                     ________


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<PAGE>

Lessor may at Lessor's option, either (i) repair such damage as soon as
reasonably possible at Lessor's expense, in which event this Lease shall
continue in full force and effect, or (ii) give written notice to Lessee within
thirty (30) days after receipt by Lessor of knowledge of the occurrence of such
damage of Lessor's desire to terminate this Lease as of the date sixty (60) days
following the date of such notice. In the event Lessor elects to give such
notice of Lessor's intention to terminate this Lease, Lessee shall have the
right within ten 910) days after the receipt of such notice to give written
notice to Lessor of Lessee's commitment to pay for the repair of such damage
totally at Lessee's expense and without reimbursement from Lessor. Lessee shall
provide Lessor with the required funds or satisfactory assurance thereof within
thirty (30) days following such commitment from Lessee. In such event this Lease
shall continue in full force and effect, and Lessor shall proceed to make such
repairs as soon as reasonably possible after the required funds are available.
If Lessee does not give such notice and provide the funds or assurance thereof
within the times specified above, this Lease shall terminate as of the date
specified in Lessor's notice of termination.

         9.4 Total Destruction. Notwithstanding any other provision hereof, if
Premises Total Destruction occurs (including any destruction required by any
authorized public authority), this Lease shall terminate sixty (60) days
following the date of such Premises Total Destruction, whether or not the damage
or destruction is an insured Loss or was caused by a negligent or willful act of
Lessee. In the event, however, that the damage or destruction was caused by
Lessee, Lessor shall have the right to recover Lessor's damages from Lessee.

         9.5 Damage Near End of Term. If at any time during the last six (6)
months of the term of this Lease there is damage for which the cost to repair
exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may, at
Lessor's option, terminate this Lease effective sixty (60) days following the
date of occurrence of such damage by giving written notice to Lessee of Lessor's
election to do so within thirty (30) days after the date of occurrence of such
damage. Provided, however, if Lessee at that time has an exercisable option to
extend this Lease or to purchase the Premises, then Lessee may preserve this
Lease by (a) exercising such option, and (b) providing Lessor with any shortage
in insurance proceeds (or adequate assurance thereof) needed to make the repairs
on or before the earlier of (i) the date which is ten 910) days after Lessee's
receipt of Lessor's written notice purporting to terminate this Lease, or (ii)
the day prior to the date upon which such option expires. If lessee duly
exercises such option during such period and provides Lessor with funds (or
adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor
shall, at Lessor's expense repair such damage as soon as reasonably possible and
this Lease shall continue in full force and effect. If Lessee fails to exercise
such option and provide such funds or assurance during such period, then this
Lease shall terminate as of the date set forth in the first sentence of this
Paragraph 9.5.

         9.6 Abatement of Rent; Lessee's Remedies.

                  (a) In the event of (i) Premises Partial Damage or (ii)
Hazardous Substance Condition for which Lessee is not legally responsible, the
Base Rent, Common Area Operating Expenses and other charges, if any, payable by
Lessee hereunder, for the period during which such damage or condition, its
repair, remediation or restoration continues, shall be abated in proportion to
the degree to which Lessee's use of the Premises impaired, but not in excess of
proceeds from insurance required to be carried under Paragraph 8.3(b). Except
for abatement of


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<PAGE>

Base Rent, Common Area Operating Expenses and other charges, if any, as
aforesaid, all other obligations of Lessee hereunder shall be performed by
Lessee, and Lessee shall have no claim against Lessor for any damage suffered by
reason of any such damage, destruction, repair, remediation or restoration.

                  (b) If Lessor shall be obligated to repair or restore the
Premises under the provisions of this Paragraph 9 and shall not commence, in a
substantial and meaningful way, the repair or restoration of the Premises within
ninety (90) days after such obligation shall accrue, Lessee may, at any time
prior to the commencement of such repair or restoration, give written notice to
Lessor and to any Lenders of which Lessee has actual notice of Lessee's ____ on
to termination this Lease on a date not less than sixty (60) days following the
giving of such notice. If Lessee gives such notice to Lessor and such ___ and
such repair or restoration is not commenced within thirty (30) days after
receipt of such notice, this Lease shall terminate as of the date specified ___
notice. If Lessor or a Lender commences the repair or restoration of the
Premises within thirty (30) days after the receipt of such notice, this Lease
shall ___ in full force and effect. "Commence" as used in this Paragraph 5.6
shall mean ___ the unconditional authorization of the preparation of the
required plans, or the beginning of the actual work on the Premises, whichever
occurs first. Notwithstanding anything to the contrary contained herein, if
Lessee's use of the Premises is substantially impaired for a period of more than
one hundred eighty (180) days after the date of casualty, Lessee shall have the
right to terminate this Lease by written notice to lessor at any time thereafter
until Lessee's use of the Premises is substantially restored.

         9.7 Termination - Advance Payments. Upon termination of this Lease
pursuant to this Paragraph 9, lessor shall return to Lessee any advance payment
made by Lessee to Lessor and so much of Lessee's Security Deposit as has not
been, or is not then required to be, used by Lessor under the terms of this
Lease, including, but not limited to, Lessee's waiver of the provisions of
California Civil Code Sections 1932 and 1933, and any successor sections or
statutes.

         9.8 Waiver of Statutes. Lessor and Lessee agree that the terms of this
Lease shall govern the effect of any damage to or destruction of the Premises
and the Building with respect to the termination of this Lease and hereby waive
the provisions of any present or future statute to the extent it is inconsistent
herewith.

10. Real Property Taxes.

         10.1 Payment of Taxes. Lessor shall pay the Real Property Taxes, as
defined in Paragraph 10.2(a), applicable to the Industrial Center, and except as
otherwise provided in Paragraph 10.3, any increases in such amounts over the
Base Real Property Taxes shall be included in the calculation of Common Area
Operating Expenses in accordance with the provisions of Paragraph 4.2.

         10.2 Real Property Tax Definitions.

                  (a) As used herein, the term "Real Property Taxes" shall
include any for of real estate tax or assessment, general, special, ordinary or
extraordinary, and any license fee,



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<PAGE>

commercial rental tax, improvement bond or bonds, levy or tax (other than
inheritance, personal income or estate taxes) imposed upon the Industrial Center
by any authority having the direct or indirect power to tax, including any city,
state or federal government, or any school, agricultural, sanitary, fire,
street, drainage, or other improvement district thereof, levied against any
legal or equitable interest of Lessor in the Industrial Center or any portion
thereof, Lessor's right to rent or other income therefrom, and/or Lessor's
business of leasing the Premises. The term "Real Property Taxes" shall also
include any tax, fee, levy assessment or charge, or any increase therein,
imposed by reason of events occurring or changes in Applicable Law taking
effect, during the term of this Lease, including but not limited to a change in
the ownership of the Industrial Center or in the improvements thereon, the
execution of this Lease, or any modification, amendment or transfer thereof, and
whether or not contemplated by the Parties.

                  (b) As used herein, the term "Base Real Property Taxes" shall
be the amount of Real Property Taxes, which are assessed against the Premises,
Building or Common Areas in the calendar year during which the Lease is
executed. In calculating Real Property Taxes for any calendar year, the Real
Property Taxes for real estate tax year shall be included in the calculation of
Real Property Taxes for such calendar year based upon the number of days which
such calendar year and tax year have in common.

         10.3 Additional Improvements. Common Area Operating Expenses shall not
include Real Property Taxes specified in the tax assessor's records and work
sheets as being caused by additional improvements placed upon the Industrial
Center by other lessees or by Lessor for the exclusive enjoyment of such other
lessees. Notwithstanding Paragraph 10.1 hereof, Lessee shall, however, pay to
Lessor at the time Common Area Operating Expenses are payable under Paragraph
4.2, the entirety of any increase in Real Property Taxes __ assessed solely by
reason of Alterations, Trade Fixtures or Utility Installations placed upon the
Premises by Lessee or at Lessee's request.

         10.4 Joint Assessment. If the Building is not separately assessed, Real
Property Taxes allocated to the Building shall be an equitable proportion of the
Real Property Taxes for all of the land and improvements included within the tax
parcel assessed, such proportion to be determined by Lessor from the respective
valuations assigned in the assessor's work sheets or such other information as
may be reasonably available. Lessor's reasonable determination thereof, in good
faith, shall be conclusive.

         10.5 Lessee's Property Taxes. Lessee shall pay prior to delinquency all
taxes assessed against and levied upon Lessee-Owned Alterations and ___
Installations, Trade Fixtures, furnishings, equipment and all personal property
of Lessee contained in the Premises or stored within the Industrial Center. ____
possible, Lessee shall cause its Lessee-Owned Alterations and Utility
Installations, Trade Fixtures, furnishings, equipment and all other personal
property ____ and billed separately from the real property of Lessor. If any of
Lessee's said property shall e assessed with Lessor's real property, Lessee ____
Lessor the taxes attributable to Lessee's property within ten 910) days after
receipt of a written statement setting forth the taxes applicable to Lessee's
property.

11. Utilities. Lessee shall pay directly for all utilities and services supplied
to the Premises, including but not limited to electricity, telephone, security,
gas and cleaning of the Premises,



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Form RE-5D Multi-Ind. Gross (10/99)                                     ________



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<PAGE>

together with any taxes thereon. If any such utilities or services are not
separately metered to the Premises or separated billed to the Premises, Lessee
shall pay to Lessor a reasonable proportion to be determined by Lessor of all
such charges jointly metered or billed with other premises in the Building, in
the manner and within the time periods set forth in Paragraph 4.2(d). Lessee
shall be solely responsible for all trash/refuse/debris removal from the
premises including procuring a contract with a disposal company for a
dumpster/bin rental. Lessee agrees to keep the area around said dumpster/bin
clean and free of debris at all times. Lessee is responsible for dumpster/bin
placement and safety concerns so associated, including, but not limited to
locking wheels, _______ the lid(s), however, Lessee shall obtain Lessor's
approval for said dumpster/bin location, which Lessor may change from time to
time. Lessee shall be responsible for the removal of all contents placed in the
dumpster/bin, including, but not limited to hazardous materials.

12. Assignment and Subletting.

         12.1 Lessor's Consent Required.

                  (a) Lessee shall not voluntarily or by operation of law
assign, transfer, mortgage or otherwise transfer or encumber (collectively,
"assign") or sublet all or any part of Lessee's interest in this Lease or in the
Premises without Lessor's prior written consent given under and subject to the
terms of Paragraph 36.

                  (b) A change in the control of Lessee shall constitute an
assignment requiring Lessor's consent. The transfer, on a cumulative basis, of
twenty-five percent (25%) or more of the voting control of Lessee shall
constitute a change in control for this purpose.

                  (c) The involvement of Lessee or its assets in any
transaction, or series of transactions (by way of merger, sale, acquisition,
financing, refinancing, transfer, leveraged buy-out or otherwise), whether or
not a formal assignment or hypothecation of this Lease or Lessee's assets
occurs, which results or will result in a reduction of the Net Worth of Lessee,
as hereinafter defined, by an amount equal to or greater than twenty-five
percent (25%) of such Net Worth of Lessee as it was represented to Lessor at the
time of full execution and delivery of this Lease or at the time of the most
recent assignment to which Lessor has consented, or as it exists immediately
prior to said transaction or transactions constituting such reduction, at
whichever time said Net Worth of Lessee was or is greater, shall be considered
an assignment of this Lease by Lessee to which Lessor may reasonably without its
consent. "Net Worth of Lessee" for purposes of this Lease shall be the net worth
of Lessee (excluding any Guarantors) established under generally accepted
accounting principles consistently applied.

                  (d) An assignment or subletting of Lessee's interest in this
Lease without Lessor's specific prior written consent shall, at Lessor's option,
be a Default curable after notice per Paragraph 13.1, or a non-curable Breach
without the necessity of any notice and grace period. If Lessor elects to treat
such unconsented to assignment or subletting as a non-curable Breach, Lessor
shall have the right to either: (i) terminate this Lease, or (ii) upon thirty
(30) days' written notice ("Lessor's Notice"), increase the monthly Base Rent
for the Premises to the greater of the then fair market rental value of the
Premises, as reasonably determined by Lessor, or one hundred ten percent (110%)
of the Base Rent then in effect. Pending determination of the


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Form RE-5D Multi-Ind. Gross (10/99)                                     ________



                                 Page 22 of 47
<PAGE>

new fair market rental value, if disputed by Lessee, Lessee shall pay the amount
set forth in Lessor's Notice, with any overpayment credited against the next
installment(s) of Base Rent coming due, and any underpayment for the period
retroactively to the effective date of the adjustment being due and payable
immediately upon the determination thereof. Further, in the event of such Breach
and rental adjustment, (i) the purchase price of any option to purchase the
Premises held by Lessee shall be subject to similar adjustment to the ten fair
market value as reasonably determined by Lessor (without the Lease being
considered an encumbrance or any deduction for depreciation or _______________,
and considering the Premises at its highest and best use and in good condition)
or one hundred ten percent (110%) of the price previously in effect, (ii) any
index-oriented rental or price adjustment formulas contained in this Lease shall
be adjusted to require that the base index be determined with reference to the
index applicable to the time of such adjustment, and (iii) any fixed rental
adjustments scheduled during the remainder of the Lease term shall be increased
in the same ratio as the new rental bears to the Base Rent in effect immediately
prior to the adjustment specified in Lessor's Notice.

                  (e) Lessee's remedy for any breach of this Paragraph 12.1 by
Lessor shall be limited to compensatory damages and/or injunctive relief.

         12.2 Terms and Conditions Applicable to Assignment and Subletting.

                  (a) Regardless of Lessor's consent, any assignment or
subletting shall not (i) be effective without the express written assumption by
such assignee or sublessee of the obligations of Lessee under this Lease, (ii)
release Lessee of any obligations hereunder, nor (iii) alter the primary
liability of Lessee for the payment of Base Rent and other sums due Lessor
hereunder or for the performance of any other obligations to be performed by
Lessee under this Lease.

                  (b) Lessor may accept any rent or performance of Lessee's
obligations from any person other than Lessee pending approval or disapproval of
an assignment. Neither a delay in the approval or disapproval of such assignment
nor the acceptance of any rent for performance shall constitute a waiver or
estoppel of Lessor's right to exercise its remedies for the Default or Breach by
Lessee of any of the terms, covenants or conditions of this Lease.

                  (c) The consent of Lessor to any assignment or subletting
shall not constitute a consent to any subsequent assignment or subletting by
Lessee or to any subsequent or successive assignment or subletting by the
assignee or sublessee. However, Lessor may consent to subsequent sublettings
_____ assignments of the sublease or any amendments or modifications thereto
without notifying Lessee or anyone else liable under this Lease or the sublease
______ without obtaining their consent, and such action shall not relieve such
persons from liability under this Lease or the sublease.

                  (d) In the event of any Default or Breach of Lessee's
obligation under this Lease, Lessor may proceed directly against Lessee, any
Guarantors, or anyone else responsible for the performance of the Lessee's
obligations under this Lease, including any sublessee, without first exhausting
Lessor's remedies against any other person or entity responsible therefor to
Lessor, or any security held by Lessor.



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<PAGE>

                  (e) Each request for consent to an assignment or subletting
shall be in writing, accompanied by information relevant to Lessor's
determination as to the financial and operational responsibility and
appropriateness of the proposed assignee or sublessee, including, but not
limited to the intended use and/or required modification of the Premises, if
any, together with a non-refundable deposit of $1,000 or ten percent (10%) of
the monthly Base Rent applicable to the portion of the Premises which is the
subject of the proposed assignment or sublease, whichever is greater, as
reasonable consideration for Lessor's considering and processing the request for
consent. Lessee agrees to provide Lessor with such other or additional
information and/or documentation as may be reasonably requested by Lessor.

                  (f) Any assignee of, or sublessee under, this Lease shall, by
reason of accepting such assignment or entering into such sublease, be deemed,
for the benefit of Lessor, to have assumed and agreed to conform and comply with
each and every term, covenant, condition and obligation herein to be observed or
performed by Lessee during the term of said assignment or sublease, other than
such obligations as are contrary to or inconsistent with provisions of an
assignment or sublease to which Lessor has specifically consented in writing.

                  (g) The occurrence of a transaction described in paragraph
12.2(c) shall give Lessor the right (but not the obligation) to require that the
Security Deposit be increased by an amount equal to six (6) times the then
monthly Base Rent, and Lessor may make the actual receipt by Lessor of the
Security Deposit increase a condition to Lessor's consent to such transaction.

                  (h) Lessor, as a condition to giving its consent to any
assignment or subletting, may require that the amount and adjustment schedule of
the rent payable under this Lease be adjusted to what is then the market value
and/or adjustment schedule for property similar to the Premises as then
constructed, as determined by Lessor.

         12.3 Additional Terms and Conditions Applicable to Subletting. The
following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises and shall be deemed included in all subleases under
this Lease whether or not expressly incorporated therein:

                  (a) Lessee hereby assigns and transfers to Lessor all of
Lessee's interest in all rentals and income arising from any sublease of all or
a portion of the Premises heretofore or hereafter made by Lessee, and Lessor may
collect such rent and income and apply same toward Lessee's obligations under
this Lease; provided, however, that until a Breach (as defined in Paragraph
13.1) shall occur in the performance of Lessee's obligations under this Lease,
Lessee may, except as otherwise provided in this Lease, receive, collect and
enjoy the rents accruing under such sublease, Lessor shall not, by reason of the
foregoing provision or any other assignment of such sublease to Lessor, nor by
reason of the collection of the rents from a sublessee, be deemed liable to the
sublessee for any failure of Lessee to perform any comply with any of Lessee's
obligations to such sublessee under such sublease. Lessee hereby irrevocably
authorizes and directs any such sublessee, upon receipt of a written notice from
Lessor stating that a Breach exists in the performance of Lessee's obligations
under this Lease, to pay to Lessor the rents and other charges due and to become
due under the sublease. Sublessee shall rely upon any such statement and request
from Lessor and shall pay such rents and other


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Form RE-5D Multi-Ind. Gross (10/99)                                     ________



                                 Page 24 of 47
<PAGE>

charges to Lessor without any obligation or right to inquire as to whether such
Breach exists and notwithstanding any notice from or claim from Lessee to the
contrary. Lessee shall have no right or claim against such sublessee or, until
the Breach has been cured, against Lessor, for any such rents and other charges
so paid by said sublessee to Lessor.

                  (b) In the event of a Breach by Lessee in the performance of
its obligations under this Lease, Lessor, at its option and without any
obligation to do so, may require any sublessee to attorn to Lessor, in which
event Lessor shall undertake the obligations of the sublessor under such
sublease from the time of the exercise of said option to the expiration of such
sublease; provided, however, Lessor shall not be liable for any prepaid rents or
security deposit paid by such sublessee to such sublessor or for any other prior
defaults or breaches of such sublessor under such sublease.

                  (c) Any matter or thing requiring the consent of the sublessor
under a sublease shall also require the consent of Lessor herein.

                  (d) No sublessee under a sublease approved by Lessor shall
further assign or sublet all or any part of the Premises without Lessor's prior
written consent.

                  (e) Lessor shall deliver a copy of any notice of Default or
Breach by Lessee to the sublessee, who shall have the right to cure the Default
or __________ within the grace period, if any, specified in such notice. The
sublessee shall have a right of reimbursement and offset from and against Lessee
for any ____________ cured by the sublessee.

13. Default; Breach; Remedies.

                  13.1 Default; Breach. Lessor and Lessee agree that if an
attorney is consulted by Lessor in connection with a Lessee Default or Breach
(as hereinafter defined), $350.00 is a reasonable minimum sum per such
occurrence for legal services and costs in the preparation and service of a
notice of Default, and that Lessor may include the cost of such services and
costs in said notice as rent due and payable to cure said default. A "Default"
by Lessee is defined as a failure by Lessee to observe, comply with or perform
any of the terms, covenants, conditions or rules applicable to Lessee under this
Lease. A "Breach" by Lessee is defined as the occurrence of any one or more of
the following Defaults, and, where a grace period for cure after notice is
specified _____ the failure by Lessee to cure such Default prior to the
expiration of the applicable grace period, and shall entitle Lessor to pursue
the remedies set forth ________ paragraph 13.2 and/or 13.3:

                  (a) The vacating of the Premises without the intention to
reoccupy same, or the abandonment of the Premises.

                  (b) Except as expressly otherwise provided in this Lease, the
failure by Lessee to make any payment of Base Rent, Lessee's Share or Common
Area Operating Expenses, or any other monetary payment required to be made by
Lessee hereunder as and when due, the failure by Lessee to provide Lessor with
reasonable evidence of insurance or surety bond required under this Lease, or
the failure of Lessee to fulfill any obligation under this Lease which endangers
or threatens life or property, where such failure continues for a period of
three (3) days following written notice thereof by or on behalf of Lessor to
Lessee.



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                  (c) Except as expressly otherwise provided in this Lease, the
failure by Lessee to provide Lessor with reasonable written evidence (in duly
executed original form, if applicable) of (i) compliance with Applicable
Requirements per Paragraph 5.3, (ii) the inspection, maintenance and service
contracts required under Paragraph 7.1(b), (iii) the rescission of an
unauthorized assignment or subletting per Paragraph 12.1, (iv) a Tenancy
Statement per Paragraph 16 or 37, (v) the subordination or non-subordination of
this Lease per Paragraph 30, (vi) the guaranty of the performance of Lessee's
obligations under this Lease if required under Paragraphs 1.11 and 37, (vii) the
execution of any document requested under Paragraph 42 (easements), or (viii)
any other documentation or information which Lessor may reasonably require of
Lessee under the terms of this Lease, where any such failure continues for a
period of ten (10) days following written notice by or on behalf of Lessor to
Lessee.

                  (d) A Default by Lessee as to the terms, covenants, conditions
or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof
that are to be observed, complied with or performed by Lessee, other than those
described in Subparagraphs 13.1(a), (b) or (c), above, where such Default
continues for a period of thirty (30) days after written notice thereof by or on
behalf of Lessor to Lessee; provided, however, that if the nature of Lessee's
Default is such that more than thirty (30) days are reasonably required for its
cure, then it shall not be deemed to be a Breach of this Lease by Lessee if
Lessee commences such cure within said thirty (30) day period and thereafter
diligently prosecutes such cure to completion.

                  (e) The occurrence of any of the following events: (i) the
making by Lessee of any general arrangement or assignment for the benefit of
creditors; (ii) Lessee's becoming a "debtor" as defined in 11 U.S. Code Section
101 or any successor statute thereto (unless, in the case of a petition filed
against Lessee, the same is dismissed within sixty (60) days); (iii) the
appointment of a trustee or receiver to take possession of substantially all of
Lessee's assets located at the Premises or of Lessee's interest in this Lease,
where possession is not restored to Lessee within thirty (30) days; or (iv) the
attachment, execution or other judicial seizure of substantially all of Lessee's
assets located at the Premises or of Lessee's interest in this Lease, where such
seizure is not discharged within thirty (30) days; provided, however, in the
event that any provision of this Subparagraph 13.1(a) is contrary to any
applicable law, such provision shall be of no force or effect, and shall not
affect the validity of the remaining provisions.

                  (f) The discovery by Lessor that any financial statement of
Lessee or of any Guarantor, given to Lessor by Lessee or any Guarantor, was
materially false.

                  (g) If the performance of Lessee's obligations under this
Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination of a
Guarantor's liability with respect to this Lease other than in accordance with
the terms of such guaranty, (iii) a Guarantor's becoming insolvent or the
subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor the
guaranty, or (v) a Guarantor's breach of its guaranty obligation on an
anticipatory breach basis, and Lessee's failure, within sixty (60) days
following written notice by or on behalf of Lessor to Lessee of any such event,
to provide Lessor with written alternative assurances of security, which, when
coupled with the then existing resources of Lessee, equals or exceeds the
combined financial resources of Lessee and the Guarantors that existed at the
time of execution of this Lease.




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         13.2 Remedies. If Lessee fails to perform any affirmative duty or
obligation of Lessee under this Lease, within ten (10) days after written notice
to Lessee (or in case of an emergency, without notice), Lessor may at its option
(but without obligation to do so), perform such duty or obligation on Lessee's
behalf, including but not limited to the obtaining of reasonably required bonds,
insurance policies, or governmental licenses, permits or approvals. The costs
and expenses of any such performance by Lessor shall be due and payable by
Lessee to Lessor upon invoice therefor. If any check given to Lessor by Lessee
shall not be honored by the bank upon which it is drawn, Lessor, at its own
option, may require all future payments to be made under this Lease by Lessee to
be made only by cashier's check. In the event of a Breach of this Lease by
Lessee (as defined in Paragraph 13.1), with or without further notice or demand,
___________ without limiting Lessor in the exercise of any right or remedy which
Lessor may have by reason of such Breach, Lessor may:

                  (a) Terminate Lessee's right to possession of the Premises by
any lawful means, in which case this Lease and the term hereof shall terminate
_____ Lessee shall immediately surrender possession of the Premises to Lessor.
In such event Lessor shall be entitled to recover from Lessee: (i) the worth at
___ of the award of the unpaid rent which had been earned at the time of
termination; (ii) the worth at the time of award of the amount by which the
unpaid rent which would have been earned after termination until the time of
award exceeds the amount of such rental loss that the Lessee proves could have
been reasonably avoided; (iii) the worth at the time of award of the amount by
which the unpaid rent for the balance of the term after the time of award
exceeds the amount of such rental loss that the Lessee proves could be
reasonably avoided; and (iv) any other amount necessary to compensate Lessor for
all the detriment proximately caused by the Lessee's failure to perform its
obligations under this Lease or which in the ordinary course of things would be
likely to result therefrom, including but not limited, to the cost of recovering
possession of the Premises, expenses of reletting, including necessary
renovation and alteration of the Premises, reasonable attorneys' fees, and that
portion of any leasing commission paid by Lessor in connection with this Lease
applicable to the unexpired term of this Lease. The worth at the time of award
of the amount referred to in provision (iii) of the immediately preceding
sentence shall be computed by discounting such amount at the discount rate of
the Federal Reserve Bank of San Francisco or the Federal Reserve Bank District
in which the Premises are located at the time of award plus one percent (1%).
Efforts by Lessor to mitigate damages caused by Lessee's Default or Breach of
this Lease shall not waive Lessor's right to recover damages under this
Paragraph 13.2. If termination of this Lease is obtained through the provisional
remedy of unlawful detainer, Lessor shall have the right to recover in such
proceeding the unpaid rent and damages as are recoverable therein, or Lessor may
reserve the right to recover all or any part thereof in a separate suit for such
rent and/or damages. If a notice and grace period required under Subparagraph
13.1(b), (c) or (d) was not previously given, a notice to pay rent or quit, or
to perform or quit, as the case may be, given to Lessee under any statute
authorizing the forfeiture of lessees for unlawful detainer shall also
constitute the applicable notice for grace period purposes required by
Subparagraph 13.1(b), (c) or (d). In such case, the applicable grace period
under the unlawful detainer statue shall run concurrently after the one such
statutory notice, and the failure of Lessee to cure the Default within the
greater of the two (2) such grace periods shall constitute both an unlawful
detainer and a Breach of this Lease entitling Lessor to the remedies provided
for in this Lease and/or by said Statute.


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                  (b) Continue the Lease and Lessee's right to possession in
effect (in California under California Civil Code Section 195_.4) after Lessee's
Breach and recover the rent as it becomes due, provided Lessee has the right to
sublet or assign, subject only to reasonable limitations. Lessor and Lessee
agree that the limitations on assignment and subletting in this Lease are
reasonable. Acts of maintenance or preservation, efforts to relet the Premises,
or the appointment of a receiver to protect the Lessor's interest under this
Lease, shall not constitute a termination of the Lessee's rights to possession.

                  (c) Pursue any other remedy now or hereafter available to
Lessor under the laws or judicial decisions of the state wherein the Premises
are located.

                  (d) The expiration or termination of this Lease and/or the
termination of Lessee's right to possession shall not relieve Lessor from
liability under any indemnity provisions of this Lease as to matter occurring or
accruing during the term hereof or by reason of Lessee's occupancy of the
Premises.

         13.3 Inducement Recapture in Event of Breach. Any agreement by Lessor
for ___ or abated rent or other charges applicable to the Premises, or for the
giving or paying by Lessor to or for Lessee of any cash or other bonus,
inducement or consideration for Lessee's entering into this Lease, all of which
concessions are hereinafter referred to as "Inducement Provisions" shall be
deemed conditioned upon Lessee's full and faithful performance of all of the
terms, covenants and conditions of this Lease to be performed or observed by
Lessee during the term hereof as the same may be extended. Upon the occurrence
of a Breach (as defined in Paragraph 13.1) of this Lease by Lessee, any such
Inducement Provision shall automatically be deemed deleted from this Lease and
of no further force or effect, and any rent, other charge, bonus, inducement or
consideration theretofore abated, given or paid by Lessor under such an
Inducement Provision shall be immediately due and payable by Lessee to Lessor,
and recoverable by Lessor, as additional rent due under this Lease,
notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by
lessor of rent or the cure of the Breach which initiated the operation of this
Paragraph 13.3 shall not be deemed a waiver by Lessor of the provisions of this
Paragraph 13.3 unless specifically so stated in writing by Lessor at the time of
such acceptance.

         13.4 Late Charges. Lessee hereby acknowledges that late payment by
Lessee to Lessor of rent and other sums due hereunder will cause Lessor to incur
costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed upon
Lessor by the terms of any ground lease, mortgage or deed of trust covering ___
Premises. Accordingly, if any installment of rent or other sum due from Lessee
shall not be received by Lessor or Lessor's designee within ten (10) days __
such amount shall be due, then, without any requirement for notice to Lessee,
Lessee shall pay to Lessor a late charge equal to six percent (6%) of such ___
amount. The parts hereby agree that such late charge represents a fair and
reasonable estimate of the costs Lessor will incur by reason of late ____ by
Lessee. Acceptance of such late charge by Lessor shall in no event constitute a
waiver of Lessee's Default or Breach with respect to such overdue amount, nor
prevent Lessor from exercising any of the other rights and remedies granted
hereunder. In the event that a late charge is payable hereunder, whether or not
collected, for three (3) consecutive installments of Base Rent, then
notwithstanding


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Paragraph 4.1 or any other provision of this Lease to the contrary, Base Rent
shall, at Lessor's option, become due and payable quarterly in advance.

         13.5 Breach by Lessor. Lessor shall not be deemed in breach of this
Lease unless Lessor fails within a reasonable time to perform an obligation
required to be performed by Lessor. For purposes of this Paragraph 13.5, a
reasonable time shall in no event be less than thirty (30) days after receipt by
Lessor, and by and Lender(s) whose name and address shall have been furnished to
Lessee in writing for such purpose, of written notice specifying wherein __
obligation of Lessor has not been performed; provided, however, that if the
nature of Lessor's obligation is such that more than thirty (30) days after such
___ are reasonably required for its performance, then Lessor shall not be in
breach of this Lease if performance is commenced with such thirty (30) day __
and thereafter diligently pursued to completion.

14. Condemnation. If the Premises or any portion thereof are taken under the
power of eminent domain or sold under the threat of the exercise of said power
(all of which are herein called "condemnation"), this Lease shall terminate as
to the part so taken as of the date the condemning authority takes title or
possession, whichever first occurs. If more than ten percent (10%) of the floor
area of the Premises, or more than twenty-five percent (25%) of the portion of
the Common Areas designated for Lessee's parking, is taken by condemnation,
Lessee may, at Lessee's option, to be exercised in writing within ten (10) days
after Lessor shall have given lessee written notice of such taking (or in the
absence of such notice, within ten (10) days after the condemning authority
shall have taken possession) terminate this Lease as of the date the condemning
authority takes such possession. If Lessee does not terminate this Lease in
accordance with the foregoing, this Lease shall remain in full force and effect
as to the portion of the Premises remaining, except that the Base Rent shall be
reduced in the same proportion as the rentable floor area of the Premises taken
___ to the total rentable floor area of the Premises. No reduction of Base Rent
shall occur if the condemnation does not apply to any portion of the Premises.
Any award for the taking of all or any part of the Premises under the power of
eminent domain or any payment made under threat of the exercise of such power
shall be the property of Lessor, whether such award shall be made as
compensation for diminution of value of the leasehold or for the taking of the
fee, or as severance damages; provided, however, that Lessee shall be entitled
to any compensation, separately awarded to Lessee for Lessee's relocation
expenses and/or loss of Lessee's Trade Fixtures. In the event that this Lease is
not terminated by reason of such condemnation, lessor shall to the extent of its
net severance damages received, over and above Lessee's Share of the legal and
other expenses incurred by Lessor in the condemnation matter, repair any damage
to the Premises caused by such condemnation authority. Lessee shall be
responsible for the payment of any amount in excess of such net severance
damages required to complete such repair. Finally, and not withstanding anything
to the contrary set forth herein, Lessee hereby waives any and all rights Lessee
might otherwise have pursuant to Section 1265.130 of the California Code of
Civil Procedure and any successor sections or statues.

15. Brokers' Fees.

         15.1 Procuring Cause. The Broker(s) named in Paragraph 1.10 is/are the
procuring cause of this Lease.


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         15.2 Additional Terms. For the purposes of this Lease, any fee paid by
Lessor to the procuring Broker(s) shall hereby be referred to as "commission."
Commission is payable only on the Base Rent, paragraph(s) 1.5 and any amending
paragraph related to Base Rent. If included hereto, for the Term certain of the
Lease or payable per other terms separately agreed to by Lessor and Broker(s),
Commission shall be paid upon the Commencement Date set out in the Lease
provided that the Lessee is in occupancy on said date and the first payment of
Rent due by the Lessee has been received by the Lessor. Commission is not
payable on: Options of any kind; Rights of First Refusal; Expansion space;
Parking or storage space; Escalations of Additional Rent (Lessee contributions
towards taxes, insurance, energy or other such Common Area Operating Cost(s)
above a Base Year figure; Tenant Improvement Allowances above building standards
(whether lump-sum or amortized); Free Rent periods. Lessee hereby agrees and
understands that Lessor shall not be required to pay commission to any Broker(s)
for any renewal or extension of Term, nor for any expansion or relocation of
Lessee" Premises. If Lessee procures the services of Broker(s) for said renewal,
extension, expansion or relocation, Lessee shall be solely responsible for any
commission as agreed to be paid in a separate agreement between Lessee and
Broker(s).

         15.3 Assumption of Obligations. Any buyer or transferee of Lessor's
interest in this Lease, whether such transfer is by agreement or by operation of
law, shall be deemed to have assumed Lessor's obligation under this Paragraph
15. Each Broker shall be an intended third party beneficiary of the provisions
of Paragraph 1.10 and of this Paragraph 15 to the extent of its interest in any
commission arising from this Lease and may enforce that right directly against
Lessor and its successors.

         15.4 Representations and Warranties. Lessee and Lessor each represent
and warrant to the other that it has had no dealings with any person, firm,
broker or finder other than as named in Paragraph 1.10(a) in connection with the
negotiation of this Lease and/or the consummation of the transaction
contemplated hereby, and that no broker or other person, firm or entity other
than said named Broker(s) is entitled to any commission or finder's fee in
connection with said transaction. Lessee and Lessor do each hereby agree to
indemnify, protect, defend and hold the other harmless from and against
liability for compensation of charges which may be claimed by any such unnamed
broker, finder or other similar party by reason of any dealings or actions of
the Indemnifying Party, including any costs, expenses, and/or attorneys' fees
reasonably incurred with respect thereto.

16. Tenancy and Financial Statements.

         16.1 Tenancy Statement. Each Party (as "Responding Party") shall,
within ten (10) days after written notice from the other Party (the "Requesting
Party"), execute, acknowledge and deliver to the Requesting Party a statement in
writing in a form similar to the then most current "Tenancy Statement" form
published by the American Industrial Real Estate Association or Lessor's
standard Estoppel Agreement at the time, plus such additional information,
confirmation and/or statements as may be reasonably requested by the Requesting
Party.

         16.2 Financial Statement. If Lessor desires to finance, refinance, or
sell the Premises of the Building, or any part thereof, Lessee and all
Guarantors shall delivery to any potential lender or purchaser designated by
Lessor such financial statements of Lessee and such



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Guarantors as may be reasonably required by such lender or purchaser, including
but not limited to Lessee's financial statements for the past three (3) years.
All such financial statements shall be received by Lessor and such lender or
purchaser in confidence and shall be used only for the purposes herein set
forth.

17. Lessor's Liability. The term "Lessor" as used herein shall mean the owner or
owners at the time in question of the fee title to the Premises. In the event of
a transfer of Lessor's title or interest in the Premises or in this Lease,
Lessor shall deliver to the transferee or assignee (in cash or by credit) any
unused Security Deposit held by Lessor at the time of such transfer or
assignment. Except as provided in Paragraph 15.3, upon such transfer or
assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor
shall be relieved of all liability with respect to the obligations and/or
covenants under this Lease thereafter to be performed by the Lessor. Subject to
the foregoing, the obligations and/or covenants in this Lease to be performed by
the Lessor shall be binding only upon the Lessor as hereinabove defined. The
obligations of Lessor, and Lessor's directors, officers, shareholders, partners
(either general or limited), members, employees, agents and representatives,
under the Lease do not constitute personal obligations. Lessee, and Lessee's
successors and assigns, hereby agree not to seek any recourse against Lessor and
Lessor's directors, officers, shareholders, partners (either general or
limited), members, employees, agents and representatives for the satisfaction of
any actual or alleged liability of Lessor to lessee under the Lease, but Lessee
shall look only to Lessor's interest in the Premises for the satisfaction of any
liability of Lessor to Lessee under the Lease. Notwithstanding any other
provision of this Lease, it is expressly understood and agreed that the total
liability of the Lessor arising out of or in connection with this Lease, the
relationship of the Lessor and the Lessee hereunder and/or the Lessee's use of
the Leased Premises, shall be limited to the estate of the Lessor in the
Property. No other property or asset of the Lessor or any partner or owner of
the Lessor shall be subject to levy, execution, or other enforcement proceedings
or other judicial process for the satisfaction of any judgment or any other
right or remedy of the Lessee arising out of or in connection with this Lease,
the relationship of the Lessor and the Lessee hereunder and/or the Lessee's use
of the Leased Premises.

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

19. Interest on Past-Due Obligations. Any monetary payment due Lessor hereunder,
other than late charges, not received by Lessor within ten (10) days following
the date on which it was due, shall bear interest from the date due at the prime
rate charged by the largest state chartered bank in the state in which the
Premises are located plus four percent (4%) per annum, but not exceeding the
maximum rate allowed by law, in addition to the potential late charge provided
for in Paragraph 13.4.

20. Time of Essence. Time is of the essence with respect to the performance of
all obligations to be performed or observed by the Parties under this Lease.

21. Rent Defined. All monetary obligations of Lessee to Lessor under the terms
of this Lease are deemed to be "rent" and/or "Rent."




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22. No Prior or Other Agreements. This Lease contains all agreements between the
Parties with respect to any matter mentioned herein, and no other prior or
contemporaneous agreement or understanding shall be effective. Lessee represents
and warrants to the lessor that it has made, and is relying solely upon, its own
investigation as to the nature, quality and character of the Premises.

23. Notices.

         23.1 Notice Requirements. All notices required or permitted by this
Lease shall be in writing and may be delivered in person (by hand or by
messenger or courier service) or may be sent by regular, certified or registered
mail or U.S. Postal Service Express mail, with postage prepaid, or by facsimile
transmission during normal business hours, and shall be deemed sufficiently
given if served in a manner specified in this Paragraph 23. The addresses noted
__________ to a Party's signature on this Lease shall be that Party's address
for delivery or mailing of notice purposes. Either Party may by written notice
to the ____________ specify a different address for notice purposes, except that
upon Lessee's taking possession of the Premises, the Premises shall constitute
Lessee's _____________ for the purpose of mailing or delivering notices to
Lessee. A copy of all notices required or permitted to be given to Lessor
hereunder shall be ____________ transmitted to such party or parties at such
address as Lessor may from time to time hereafter designate by written notice to
Lessee.

         23.2 Date of Notice. Any notice sent by registered or certified mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, the postmark thereon. If sent
by regular mail, the notice shall be deemed given forty-eight (48) hours after
the same is addressed as required herein and mailed with postage prepaid.
Notices delivered by United States Express mail or overnight courier that
guarantees next day delivery shall be deemed given twenty-four (24) hours after
delivery of the same to the United States Postal Service or courier. If any
notice is transmitted by facsimile transmission or similar means, the same shall
be deemed served or delivered upon telephone or facsimile confirmation of
receipt of the transmission thereof, provided a copy is also delivered via
delivery or mail. If notice is received on a Saturday or a Sunday or a legal
holiday, it shall be deemed delivered on the next business day.

24. Waivers. No waiver by Lessor of the Default or Breach of any term, covenant
or condition hereof by Lessee, shall be deemed a waiver of any other _________
covenant or condition hereof, or of any subsequent Default or Breach by Lessee
of the same or any other term, covenant or condition hereof. Lessor's consent
to, or approval of, any such act shall not be deemed to render unnecessary the
obtaining of Lessor's consent to, or approval of, any subsequent or similar act
by Lessee, or be construed as the basis of an estoppel to enforce the provision
or provisions of this Lease requiring such consent. Regardless of Lessor's
knowledge of a Default or Breach at the time of accepting rent, the acceptance
of rent by Lessor shall not be a waiver of any Default or Breach by Lessee of
any provision hereof. Any payment given Lessor by Lessee may be accepted by
Lessor on account of monies or damages due Lessor, notwithstanding any
qualifying statements or conditions made by Lessee in connection therewith,
which such statements and/or conditions shall be of no force or effect
whatsoever unless specifically agreed to in writing by Lessor at or before the
time of deposit of such payment.



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25. Recording. Either lessor or lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a short form memorandum of this
Lease for recording purposes. The Party requesting recordation shall be
responsible for payment of any fees or taxes applicable thereto. It is expressly
agreed and understood that Lessee hereby grants the Lessor power of attorney or
other such representation solely for the purpose of Lessor removing such
recordation if Lessee fails to remove said recordation at the expiry or earlier
termination of this Lease.

26. No Right to Holdover. Lessee has no right to retain possession of the
Premises or any part thereof beyond the expiration or earlier termination of
this Lease. In the event that Lessee holds over in violation of this Paragraph
26 then the Base Rent payable from and after the time of the expiration or
earlier termination of this Lease shall be increased to two hundred percent
(200%) of the Base Rent applicable during the month immediately preceding such
expiration or earlier termination. Nothing contained herein shall be construed
as a consent by Lessor to any holding over by Lessee.

27. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.

28. Covenants and Conditions. All provisions of this Lease to be observed or
performed by Lessee are both covenants and conditions.

29. Binding Effect: Choice of Law. This Lease shall be binding upon the Parties,
their personal representatives, successors and assigns and be governed by the
laws of the sate in which the Premises are located. Any litigation between the
Parties hereto concerning this Lease shall be initiated in the county in which
the Premises are located.

30. Subordination; Attornment; Non-Disturbance.

         30.1 Subordination. This Lease and any Option granted hereby shall be
subject and subordinate to any ground lease, mortgage, deed of trust, or other
hypothecation or security device (collectively, "Security Device"), now or
hereafter placed by Lessor upon the real property of which the Premises are a
part, to any and all advances made on the security thereof, and to all renewals,
modifications, consolidations, replacements and extensions thereof. Lessee
agrees that the lenders holding any such Security Device shall have no duty,
liability or obligation to perform any of the obligations of Lessor under this
Lease, but that in the event of Lessor's default with respect to any such
obligation, Lessee will give any lender whose name and address have been
furnished Lessee in writing for such purpose notice of Lessor's default pursuant
to Paragraph 13.5. If any lender shall elect to have this Lease and/or any
Option granted hereby superior to the lien of its Security Device and shall give
written notice thereof to lessee, this Lease and such Options shall be deemed
prior to such Security Device, notwithstanding the relative dates of the
documentation or recordation thereof.

         30.2 Attornment. Subject to the non-disturbance provisions of Paragraph
30.3, Lessee agrees to attorn to a Lender or any other party who acquires
ownership of the Premises by reason of a foreclosure of a Security Device, and
that in the event of such foreclosure, such new owner shall not: (i) be liable
for any set or omission of any prior lessor or with respect to events occurring
prior to acquisition of ownership, (ii) be subject to any offsets or defenses
which


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Lessee might have against any prior lessor, or (iii) be bound by prepayment of
more than one month's rent.

         30.3 Non-Disturbance. With respect to Security Devices entered into by
Lessor after the execution of this Lease, Lessee's subordination of this Lease
shall be subject to receiving assurance (a "non-disturbance agreement") from the
Lender that Lessee's possession and this Lease, including any options to extend
the term hereof, will not be disturbed so long as Lessee is not in Breach hereof
and attorns to the record owner of the Premises.

         30.4 Self-Executing. The agreements contained in this Paragraph 30
shall be effective without the execution of any further documents; provided,
however, that upon written request from Lessor or a Lender in connection with a
sale, financing or refinancing of Premises, Lessee and Lessor shall execute
___________ further writings as may be reasonably required to separately
document any such subordination or non-subordination, attornment and/or
non-disturbance agreement as is provided for herein.

31. Attorneys' Fees. If any Party brings an action or proceeding to enforce the
terms hereof or declare rights hereunder, the "Prevailing Party" (as hereafter
defined) in any such proceeding, action, or appeal thereon, shall be entitled to
reasonable attorneys' fees. Such fees may be awarded in the same suit or
recovered in a separate suit, whether or not such action or proceeding is
pursued to decision or judgment. The term "Prevailing Party" shall include,
without limitation, a Party who substantially obtains or defeats the relief
sought, as the case may be, whether by compromise, settlement, judgment, or the
abandonment by the other Party of its claim or defense. The attorneys' fee award
shall not be computed in accordance with any court fee schedule, but shall be
such as to fully reimburse all attorneys' fees reasonably incurred. Lessor shall
be entitled to attorneys' fees, costs and expenses incurred in preparation and
service of notices of Default and consultations in connection therewith, whether
or not a legal action is subsequently commenced in connection with such Default
or resulting Breach.

32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall
have the right to enter the Premises at any time, in the case of an emergency,
and otherwise at reasonable times for the purpose of showing the same to
prospective purchasers, lenders, or lessees, and making such alterations,
repairs, improvements or additions to the Premises or to the Building, as lessor
may reasonably deem necessary. Lessor may at any time place on or about the
Premises or Building any ordinary "For Sale" signs and Lessor may at any time
during the last one hundred eighty (180) days of the term hereof place on or
about the Premises any ordinary "For Lease" signs. All such activities of Lessor
shall be without abatement of rent or liability to Lessee.

33. Auctions. Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any action upon the Premises without first having
obtained lessor's prior written consent. Notwithstanding anything to the
contrary in this Lease, Lessor shall not be obligated to exercise any standard
of reasonableness in determining whether to grant such consent.

34. Signs. Lessee shall not place any sign upon the exterior of the Premises or
the Building, except that Lessee may, with Lessor's prior written consent,
install (but not on the roof) such signs as are reasonably required to advertise
Lessee's own business so long as such signs are in a


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location designated by Lessor and comply with Applicable Requirements and the
signage criteria (see Exhibit "B" attached thereto) established for the
Industrial Center by Lessor. The installation of any sign on the Premises by or
for Lessee shall be subject to the provisions of paragraph 7 (Maintenance,
Repairs, Utility Installations, Trade Fixtures and Alternations). Unless
otherwise expressly agreed herein, Lessor reserves all rights to the use of the
roof of the Building, and the right to install advertising signs on the
Building, including the roof, which do not unreasonably interfere with the
conduct of Lessee's business; Lessor shall be entitled to all revenues from such
advertising signs.

35. Termination; Merger. Unless specifically stated otherwise in writing by
Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual
termination or cancellation hereof, or a termination hereof by Lessor for Breach
by Lessee, shall automatically terminate any sublease or lesser estate in the
Premises; provided, however, Lessor shall, in the event of any such surrender,
termination or cancellation, have the option to continue any one or all of any
existing subtenancies. Lessor's failure within ten (10) days following any such
event to make a written election to the contrary by written notice to the holder
of any such lesser interest, shall constitute Lessor's election to have such
event constitute the termination of such interest.

36. Consents.

                  (a) Except for Paragraph 33 hereof (Auctions) or as otherwise
provided herein, wherever in this Lease the consent of a Party is required to an
act by or fore the other Party, such consent shall not be unreasonably withheld
or delayed. Lessor's actual reasonable costs and expenses (including, but not
limited to, architects', attorneys', engineers' and other consultants' fees)
incurred in the consideration of or response to, a request by Lessee for any
Lessor consent pertaining to this Lease or the Premises, including, but not
limited to, consents to an assignment, a subletting or the presence or use of a
Hazardous Substance, shall be paid by Lessee to Lessor upon receipt of an
invoice and supporting documentation therefor. In addition to the deposit
described in Paragraph 12.2(e), Lessor may, as a condition to considering any
such request by Lessee, require that Lessee deposit with Lessor an amount of
money (in addition to the Security Deposit held under Paragraph 5) reasonably
calculated by Lessor to represent the cost Lessor will incur in considering and
responding to Lessee's request. Any unused portion of said deposit shall be
refunded to Lessee without interest. Lessor's consent to any act, assignment of
this Lease or subletting of the Premises by Lessee shall not constitute an
acknowledgment that no Default or Breach by Lessee of this Lease exists, nor
shall such consent be deemed a waiver of any then existing Default or Breach,
except as may be otherwise specifically stated in writing by Lessor at the time
of such consent.

                  (b) All conditions to Lessor's consent authorized by this
Lease are acknowledged by Lessee as being reasonable. The failure to specify
herein ________ particular condition to Lessor's consent shall not preclude the
impositions by Lessor at the time of consent of such further or other conditions
as are then _______________ with reference to the particular matter for which
consent is being given.

37. Guarantor.


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                                 Page 35 of 47
<PAGE>

         37.1 Form of Guaranty. If there are to be any Guarantors of this Lease
per Paragraph 1.11, the form of the guaranty to be executed by each such
Guarantor shall be in the form most recently published by the American
Industrial Real Estate Association or the Lessor's standard Guaranty Form, and
each such Guarantor shall have the same obligations as Lessee under this Lease,
including, but not limited to, the obligation to provide the Tenancy Statement
and information required in Paragraph 16.

         37.2 Addition Obligations of Guarantor. It shall constitute a Default
of the Lessee under this Lease if any such Guarantor fails or refuses, upon
reasonable request by Lessor to give: (a) evidence of the due execution of the
guaranty called for by this Lease, including the authority of the Guarantor (and
____________ party signing on Guarantor's behalf) to obligate such Guarantor on
said guaranty, and resolution of its board of directors authorizing the making
of such guaranty, together with a certificate of incumbency showing the
signatures of the persons authorized to sign on its behalf, (b) current
financial statements of Guarantor as may from time to time be requested by
Lessor, (c) a Tenancy Statement, or (d) written confirmation that the guaranty
is still in effect.

38. Quiet Possession. Upon payment by Lessee of the rent for the Premises and
the performance of all of the covenants, conditions and provisions on Lessee's
part to be observed and performed under this Lease, Lessee shall have quiet
possession of the Premises for the entire term hereof subject to all of the
provisions of this Lease.

39. Options.

         39.1 Definition. As used in this Lease, the word "Option" has the
following meaning: (a) the right to extend the term of this Lease or to renew
this Lease or to extend or renew any lease that Lessee has on other property of
Lessor; and (b) the right of first refusal to lease the Premises or the right of
first offer to lease the Premises or the right of first refusal to lease other
property of Lessor or the right of first offer to lease other property of
Lessor.

         39.2 Options Personal to Original Lessee. Each Option granted to Lessee
in this Lease is personal to the original Lessee named in Paragraph 1.1 hereof,
and cannot be voluntarily or involuntarily assigned or exercised by any person
or entity other than said original Lessee while the original Lessee is in full
and actual possession of the Premises and without the intention of thereafter
assigning or subletting. The Options, if any, herein granted to Lessee are not
assignable, either as a part of an assignment of this Lease or separately or
apart therefrom, and no Option may be separated from this Lease in any manner,
by reservation or otherwise.

         39.3 Multiple Options. In the event that Lessee has any multiple
Options to extend or renew this Lease, a later option cannot be exercised unless
the prior Options to extend or renew this Lease have been validly exercised.

         39.4 Effect of Default on Options.

                  (a) Lessee shall have no right to exercise an Option,
notwithstanding any provision in the grant of Option to the contrary: (i) during
the period commencing with the giving of any notice of Default under Paragraph
13.1 and continuing until the noticed Default is cured, or (ii) during the
period of time any monetary obligation due Lessor from Lessee is unpaid



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Form RE-5D Multi-Ind. Gross (10/99)                                     ________



                                 Page 36 of 47
<PAGE>

(without regard to whether notice thereof is given Lessee), or (iii) during the
time Lessee is in Breach of this Lease, or (iv) in the event that Lessor has
given to Lessee three (3) or more notices of separate Defaults under Paragraph
13.1 during the twelve (12) month period immediately preceding the exercise of
the Option, whether or not the Defaults are cured.

                  (b) The period of time within which an Option may be exercised
shall not be extended or enlarged by reason of Lessee's inability to exercise an
Option because of (the provisions of Paragraph 39.4(a).

                  (c) All rights of Lessee under the provisions of an Option
shall terminate and be of no further force or affect, notwithstanding Lessee's
due and timely exercise of the Option. If, after such exercise and during the
term of this lease, (i) Lessee fails to pay to Lessor a monetary obligation of
Lessee for a period of thirty (30) days after such obligation becomes due
(without any necessity of Lessor to give notice thereof to Lessee), or (ii)
Lessor gives to Lessee three (3) or more notices of separate Defaults under
Paragraph 13.1 during any twelve (12) month period, whether or not the Defaults
are cured, or (iii) if Lessee commits a Breach of this Lease.

40. Rules and Regulations. Lessee agrees that it will abide by, and keep and
observe all reasonable rules and regulations ("Rules and Regulations") which
Lessor may make from time to time for the management, safety, care, and
cleanliness of the grounds, the parking and unloading of vehicles and the
preservation of good order, as well as for the convenience of other occupants or
tenants of the Building and the Industrial Center and their invitees. (See
Exhibit "D".)

41. Security Measures. Lessee hereby acknowledges that the rental payable to
Lessor hereunder does not include the cost of guard service or other security
measures, and that lessor shall have no obligation whatsoever to provide same.
Lessee assumes all responsibility for the protection of the Premises, Lessee,
its agents and invitees and their property from the acts of third parties.

42. Reservations. Lessor reserves the right, from time to time, to grant,
without the consent or joiner of Lessee, such easements, rights of way, utility
raceways, and dedications that Lessor deems necessary, and to cause the
recordation of parcel maps and restrictions, so long as such easements, rights
of way, utility raceways, dedications, maps and restrictions do not reasonably
interfere with the use of the Premises by Lessee. Lessee agrees to sign any
__________ reasonably requested by Lessor to effectuate any such easement
rights, dedication, map or restrictions.

43. Performance Under Protest. If at any time a dispute shall arise as to any
amount or sum of money to be paid by one Party to the other under the conditions
hereof, the Party against whom the obligation to pay the money is asserted shall
have the right to make payment "under protest" and such payment _______ not be
regarded as a voluntary payment and there shall survive the right on the part of
said Party to institute suit for recovery of such sum. If it shall be adjudged
that there was no legal obligation on the part of said Party to pay such sum or
any part thereof, said Party shall be entitled to recover such sum or so much
thereof as it was not legally required to pay under the provisions of this
Lease.


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                                 Page 37 of 47
<PAGE>
44. Authority. If either Party hereto is a corporation, trust, or general or
limited partnership, each individual executing this Lease on behalf of such
entity represents and warrants that he or she is duly authorized to execute and
deliver this Lease on its behalf. If Lessee is a corporation, trust or
partnership, Lessee shall, within thirty (30) days after request by Lessor,
deliver to Lessor evidence satisfactory to Lessor of such authority.

45. Conflict. Any conflict between the printed provisions of this Lease and any
typewritten or handwritten provisions shall be controlled by the typewritten or
handwritten provisions.

46. Offer. Preparation of this Lease by either Lessor or Lessee or Lessor's
agent or Lessee's agent and submission of same to Lessee or Lessor shall not be
deemed an offer to lease. This Lease is not intended to e binding until executed
and delivered by all Parties hereto.

47. Amendments. This Lease may be modified only in writing, signed by the
parties in interest at the time of the modification. The Parties shall amend
this Lease from time to time to reflect any adjustments that are made to the
Base Rent or other rent payable under this Lease. As long as they do not
materially change Lessee's obligations hereunder, Lessee agrees to make such
reasonable non-monetary modifications to this Lease as may be reasonably
required by an institutional insurance company or pension plan Lender in
connection with the obtaining of normal financing or refinancing of the property
of which the Premises are a part.

48. Multiple Parties. Except as otherwise expressly provided herein, if more
than one person or entity is named herein as either Lessor or Lessee, the
obligations of such multiple parties shall be the joint and several
responsibility of all persons or entities named herein as such Lessor or Lessee.

ADDENDUM TO LEASE AND EXHIBITS (all of which are attached hereto and
incorporated herein by the reference):

49. BASE RENT INCREASE SCHEDULE

50. ADA REQUIREMENTS

51. ACKNOWLEDGEMENT BY LESSEE

52. FIRE/LIFE SAFETY EQUIPMENT

53. NOISE AND DISTURBANCES

54. RELOCATION

55. OPTION TO RENEW

    EXHIBIT "A" (Description of Premises)

    EXHIBIT "B" (Sign Standards)

    EXHIBIT "C" (Alterations)

    EXHIBIT "D" (Rules and Regulations)



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                                 Page 38 of 47
<PAGE>
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR
INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.

The Parties hereto have executed this Lease at the place and on the dates
specified above their respective signatures.

<Table>
<S>                                            <C>
Executed at:                                   Executed at:
            ----------------------------                   ------------------------

On:                                            On:
   -------------------------------------          ---------------------------------

By LESSOR:                                     By LESSEE:

THE MANUFACTURERS LIFE                         CRYOGEN, INC.
INSURANCE COMPANY (U.S.A.)                     A CALIFORNIA CORPORATION
A MICHIGAN CORPORATION

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

Name Printed: Thomas A. Patton                 Name Printed: Steven J. Komper

Title: Assistant Vice President                Title: Chief Financial Officer

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

Name Printed:                                  Name Printed:
             ---------------------------                    -----------------------

Title:                                         Title:
      ----------------------------------             ------------------------------

Address: 7510 Clairemont Mase Boulevard,       Address: 11065 Sorrento Valley Court
         Suite 211                                      San Diego, CA 92121
         San Diego, CA 92111-1539

Telephone: (858) 292-1667
                                               Telephone: (858) 450-6868
Facsimile: (858) 292-0504
                                               Facsimile: (858) 450-3187
</Table>



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                                 Page 39 of 47
<PAGE>
                 ADDENDUM TO MULTI-TENANT INDUSTRIAL LEASE-GROSS


         This ADDENDUM TO MULTI-TENANT INDUSTRIAL LEASE-GROSS ("Addendum") is
made and entered into by and between THE MANUFACTURERS LIFE INSURANCE COMPANY
(U.S.A.), A MICHIGAN CORPORATION (as "Lessor"), and CRYOGEN, INC., A CALIFORNIA
CORPORATION (as "Lessee"), as of the date set forth on the first page of that
certain Multi-Tenant Industrial Lease-Gross between Lessor and Lessee ("Lease")
to which this Addendum is attached and incorporated. The terms, covenants and
conditions set forth herein are intended to and shall have the same meanings and
force and effect as if set forth in this Lease. To the extent that the
provisions of this Addendum are inconsistent with any provisions of this Lease,
this Addendum shall supersede and control.

49.      BASE RENT INCREASE SCHEDULE: Notwithstanding anything to the contrary
         set forth in Paragraphs 1.5 and 4 of this Lease, the monthly Base Rent
         payable by Lessee for the Premises will be increased in accordance with
         the following:

         o        Commencing on the 1st day of September, 2003 and continuing
                  until the 31st day of August, 2004 the Base Rent will be
                  increased to $20,739.00 per month;

         o        Commencing on the 1st day of September, 2004 and continuing
                  until the 31st day of August, 2005 the Base Rent will be
                  increased to $21,465.00 per month;

50. ADA REQUIREMENTS. Any tenant improvement work performed to insure the
Premises meet the Americans with Disabilities ACT ("ADA") requirements or any
other regulatory requirements shall be incorporated into the initial Leasehold
Improvements (up to the maximum of the Tenant Improvement Allowance provided by
the Lessor in Exhibit "C" attached hereto). Any subsequent work required to
conform to ADA or other regulatory requirements due to the Lessee's use of the
Premises shall be performed by the Lessee at the Lessee's sole cost.

51. ACKNOWLEDGMENT BY LESSEE. The Lessee hereby agrees and understands that it
is leasing premises within an industrial building and is fully aware and accepts
the potential noise, vibrations, odors and other such occurrences that are
associated with leasing in such an environment, either due to existing tenancies
or potential future tenancies within the Building and the Industrial Center.

52. FIRE/LIFE SAFETY EQUIPMENT. The Lessee agrees and understands that it shall
be responsible for the maintenance and all costs associated with any and all
fire and life safety equipment utilized within the Premises, including, but not
limited to, any fire sprinkler system installed in the Premises. Evidence of a
service contract for such sprinkler system shall be provided to Lessor by
Lessee. In the event Lessee does not obtain such a service contract, Lessee,
upon paid monthly along with the Base Rent stipulated in Paragraph 1.5 and 4 of
this Lease. The additional Rent may be adjusted from time-to-time to reflect any
changes in the prevailing cost of such service.

53. NOISE AND DISTURBANCES.

         (a) The Lessee shall insure that its employees, agents, contractors,
customers, clients and/or invitees (collectively herein called
"Lessee/Associates") do not disturb other tenant's or



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Form RE-5D Multi-Ind. Gross (10/99)                                     ________



                                 Page 40 of 47
<PAGE>
person's enjoyment in their premises in the Industrial Center. Examples of
"disturbances" shall include but are not limited to: loitering or congregating
about the Premises and parking area for purposes not benefiting the use of the
Premises or other's use of the Industrial Center; making noise in, on or about
the Premises or Industrial Center that bothers others; swearing or intimidating
others; disturbances may be any ___ that elicit complaints by other tenants,
neighbors and police visits to the Industrial Center in response to complaints.
In the event that the Lessor ___; at its sole reasonable discretion, that the
Lessee/Associates are disturbing the enjoyment of the Property for others, then
Lessee shall take immediate ___ action upon notification by Lessor. In addition,
the Lessor shall have the option to take such action as Lessor deems necessary
to ensure compliance with this Paragraph 53 and any costs associated with the
Lessor's action shall be reimbursed by the Lessee to the Lessor upon demand. The
Lessor may hire a ___ firm or take whatever other measures it deems necessary to
enforce this agreement, at Lessee's costs.

         (b) Any failure of the Lessee or Lessee/Associates to comply with this
paragraph, after lessor provides two (2) notices to Lessee, then at the election
of the Lessor, any subsequent notice shall constitute a default under this
Lease. In which case, in addition to the Lessor's other remedies the Lessor
shall have the right to terminate this Lease and the Lessee shall cease its use
of the Premises, vacate the Premises, reimburse the Lessor for all unamortized
Tenant Improvement Costs, Commission Costs and other amounts due to the Lessor
under the Lease. The Lessor shall have free and clear right to enter into and
lease the Premises if the Lessee is __ in default.

54. RELOCATION.

         The Lessor shall have the right at any time upon thirty (30) days'
written notice (the "Notice of Relocation") to relocate the lessee to other
premises in the Industrial Center (the "Relocated Premises") and the following
terms and conditions shall be applicable.

         (a)      the Relocated Premises (which term shall mean the Premises
                  after relocation) shall contain approximately the same as, or
                  greater area than, the Premises;

         (b)      the Lessor shall provide at its expense Alterations in the
                  Relocated Premises equal to the standards of the Alterations,
                  Lessee Owned Alterations and Utility installments in the
                  Premises which have been completed or which the Lessor is
                  obliged herein to provide in the Premises;

         (c)      the Lessor shall pay for the reasonable moving costs (if any)
                  from the Premises to the Relocated Premises of the Lessee's
                  trade fixtures and furnishings;

         (d)      as compensation for all other costs, expenses and damages
                  which the Lessee may suffer or incur in connection with the
                  relocation including disruption and loss of business, Base
                  Rent and Common Area Operating Expenses for the Relocated
                  Premises for the period of the first one (1) month of
                  occupancy shall abate;

         (e)      Base Rent and Lessee's proportionate share of Common Area
                  Operating Expenses for the Relocated Premises shall be no
                  greater than the Base Rent and Lessee's


THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)             Initials: ________
Form RE-5D Multi-Ind. Gross (10/99)                                     ________




                                 Page 41 of 47

<PAGE>
                  proportionate share of Common Area Operating Expenses for the
                  leased Premises, notwithstanding the Relocated Premises may
                  contain a greater area;

         (f)      all other terms and conditions of the Lease shall apply to the
                  Relocated Premises except as are inconsistent with the terms
                  and conditions of this sub-paragraph. A revised Exhibit "A"
                  shall become part of this Lease and shall reflect the location
                  of the Relocated Premises.

55. OPTION TO RENEW. The Lessor covenants with the Lessee that if the Lessee
duly and regularly pays the Rent and any and all amounts required to be paid
pursuant to this Lease and performs each and every covenant, proviso and
agreement on the part of the Lessee to be paid, rendered, observed and performed
herein, the Lessor will at the expiration of the term on written notice by the
Lessee to the Lessor given by the Lessee not less than six (6) months notice
prior to the expiration of the term, grant to the Lessee a Three year (36) month
renewal of Lease of the Leased premises (the "Renewal Term") on the same general
terms and conditions as in the Lease then, at the commencement of the Renewal
Term, being used by the Lessor for the Building.

         (a)      The Monthly Rent for the first year of the Renewal Term shall
                  be Twenty-two thousand two hundred sixteen dollars and no/100
                  ($22,216.00) per month.

         (b)      The Monthly Rent for the second year of the Renewal Term shall
                  be Twenty-two thousand nine hundred ninety-four dollars and
                  no/100 ($22,994.00) per month.

         (c)      The Monthly Rent for the third year of the Renewal Term shall
                  be Twenty-three thousand seven hundred ninety-eight dollars
                  and no/100 ($23,798.00) per month.



THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)             Initials: ________
Form RE-5D Multi-Ind. Gross (10/99)                                     ________




                                 Page 42 of 47
<PAGE>
                                   EXHIBIT "B"

                                 Sign Standards


1.       SIGN CRITERIA

         This sign criteria has been established for the purpose of maintaining
         overall appearance of the Industrial Center. The Lessor reserves the
         right to strictly enforce conformance. Any sign installed without
         written approval of the Lessor shall be removed at lessee's cost.
         Lessee's failure to comply with these standards may constitute a
         Default and/or Breach under this Lease.

         A.       General Requirements.

                  1.       Lessee shall submit a sketch of its proposed sign to
                           the Lessor for approval.

                  2.       If a standardized sign blank is required per the
                           Industrial Center's Codes Covenants and Restrictions
                           ("CC&R's") or per the Lessor's standards for the
                           park, such sign blank shall be furnished and
                           installed by Lessor and Lessor shall be reimbursed by
                           Lessee for such costs. Lessee shall pay all costs
                           related to the cost of painting its approved sign (or
                           sign blank). Lessee shall, at its sole cost, maintain
                           all signs in good condition at all times during the
                           Term of this Lease and shall remove all signs at the
                           Expiration Date or early termination of this Lease.
                           Included in Lessee's costs shall be the restoration
                           of the Building to Lessor's standards due to any
                           damage or defacement caused by the installation,
                           maintenance or removal of said signs.

                  3.       Lessee shall be responsible for the fulfillment of
                           all requirements of this sign criteria and as
                           otherwise required in this Lease.

         B.       General Specifications.

                  1.       No electrical or audible signs will be permitted
                           without Lessor's specific written approval.

                  2.       The sign's dimensions and color shall be per the
                           CC&R's or Lessor's criteria.



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Form RE-5D Multi-Ind. Gross (10/99)                                     ________




                                 Page 43 of 47
<PAGE>
                  3.       An accurate rendering of all proposed signs
                           (including any window signage) must be submitted to
                           and approved by Lessor in writing before
                           installation. The rendering must provide complete
                           data concerning the size, color, letter style,
                           material and such other information as may be
                           required by the Lessor. Sign copy shall be limited to
                           the Lessee's company name only, unless otherwise
                           approved by the Lessor.

                  4.       Any sign insert must have a size, shape, composition
                           and design provided to Lessor.

                  5.       Placement of the sign and method of attachment to the
                           Building will be directed by the Lessor.

                  6.       Any sign board provided by the Lessor as part of the
                           support structure or backing for a sign blank shall
                           not be removed from the Building. The Lessee shall
                           remove its sign blank, when the Premises are vacated
                           at the end of the Term or earlier termination
                           thereof.

                  7.       The rear door of the premises may be identified by
                           Lessee with three inch (3") high black, block type
                           letters identifying the Lessee's business name. The
                           name is to be centered six inches (6") above the
                           door.

                  8.       Except as provided herein, no advertising placards,
                           banners, pennants, names, insignia, trademarks, or
                           other descriptive material shall be affixed or
                           maintained upon the glass panes or the exterior walls
                           of the Building, landscaped areas, streets or parking
                           areas.

                  9.       Lessee's sign must be removed at the end of the Term
                           and Lessee shall pay for any damage to the Building
                           caused by the sign's installation or removal (as set
                           forth in Paragraph A.1 above). Lessee shall not
                           install, erect or place on or about the Premises
                           and/or the Industrial Center any sign, banner,
                           clapboard or any other marketing material other than
                           that approved by the Lessor. Lessor shall have the
                           right to remove any such marketing material at its
                           sole discretion and deduct the cost for such removal
                           from the Lessee's Security Deposit. In the event the
                           cost for removal of non-approved marketing material
                           exceeds the amount of the Security Deposit, then
                           Lessee shall reimburse the Lessor for the removal
                           costs immediately upon receipt of the Lessor's
                           invoice. Lessor may dispose of any non-approved
                           marketing material or signs as Lessor chooses.




THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)             Initials: ________
Form RE-5D Multi-Ind. Gross (10/99)                                     ________





                                 Page 44 of 47
<PAGE>
                                   EXHIBIT "C"
                                   ALTERATIONS


THE LESSOR COVENANTS TO PERFORM THE FOLLOWING WORK:

None. The Lessee shall be solely responsible for all work related to Lessee
Owned Alterations at the Commencement Date of Early Possession date, which ever
is sooner, and during the Term of the Lease. Lessee Owned Alterations shall
include, but not be limited to: design, demolition, construction and permits.
All Lessee Owned Alterations shall conform to all applicable codes and
regulations per Paragraph 7.3(b). All work must be performed by a fully licensed
and insured contractor and a lawfully permitted as built plan shall be delivered
to the Lessor when all work is concluded.

Unless otherwise stated, the improvements listed above will be final. Any
additions will be paid for by Lessee.




THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)             Initials: ________
Form RE-5D Multi-Ind. Gross (10/99)                                     ________





                                 Page 45 of 47
<PAGE>
                                   EXHIBIT "D"
                              RULES AND REGULATIONS


1. The sidewalks, parking areas, roadways or driveways, entry passages elevators
(if installed in the Building) and common stairways shall not be obstructed by
the Lessee or used for any other purpose than for ingress and egress to and from
the premises. The Lessee shall not place or allow to be placed in the Building
corridors, public stairways or anywhere about the Industrial Center anything
whatsoever including, but not limited to: waste paper, dust, garbage, refuse,
pallets, boxes or equipment.

2. The washroom plumbing fixtures and other water apparatus shall not be used
for any purpose other than those for which they were constructed, and no
sweepings, rubbish, rags, ashes or other substances shall be thrown therein. The
expense of any damage resulting by misuse by the Lessee shall be borne by the
Lessee.

3. UTILITIES: Lessee shall not turn off any utility servicing the Building or
Industrial Center without prior approval by the Lessor. Lessee shall transfer
all metered utilities associated with the Premises into Lessee's responsibility
prior to Lessee occupying the Premises.

4. No birds, pets, animals, etc., under the control of the Lessee, other than
animals used to assist disabled persons as permitted by law, are permitted in,
or on or about the Industrial Center, nor shall the Lessee operate or permit to
be operated any musical or sound-producing instruments or device or make or
permit any improper noise inside or outside the Premises, which may be heard,
outside such Premises.

5. No one shall use the Premises for residential purposes or for the storage of
personal effects or articles other than those required for business purposes.
The Premises are to be used solely for the Permitted Use per Paragraph 1.8. It
is expressly agreed and understood that Lessee, its agents, employees, vendors,
invitees and all others under the direct or indirect control or invitation of
the Lessee shall not perform inappropriate acts, including, but not limited to:
sleeping overnight in the Premises, party, playing music so as to disturb
others, cooking other than occasional microwave use, and any illegal activity.

6. No dangerous or explosive materials shall be kept or permitted to be kept in
the Premises.

7. The Lessee shall not permit any cooking in the Premises except for food
warmed up in microwaves for consumption by employees or guests of the Lessee.
The Lessee shall not install or permit the installation or use of any machine
dispensing goods for sale in the Premises without the prior written approval of
the Lessor.

8. Any damage done to the Building by moving or using any heavy equipment,
office equipment or furniture shall be repaired at the expense of the Lessee.

9. The Lessee shall give the Lessor prompt notice of any accident to or any
defect in the plumbing, heating, air-conditioning, ventilating, mechanical or
electrical apparatus or any other part of the Building regardless whether Lessee
may be responsible for the maintenance or repair.




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                                 Page 46 of 47
<PAGE>
10. PARKING & PARKING AREA: Washing of any vehicle whether personal or business
is strictly prohibited in the park. The Lessee understands that Lessor provides
domestic city water to the park for purpose of drinking water and toilets, not
the washing of automobiles. The parking of automobiles shall be subject to the
charges and the reasonable regulations of the Lessor. The Lessor shall not be
responsible for damage to or theft of any vehicle, its accessories or contents
whether the same be the result of negligence or otherwise, Lessee shall not
overburden the parking facilities and agrees to cooperate with Lessor and other
lessees in the use of parking facilities. Lessor reserves the right in its
absolute discretion to determine whether parking facilities are becoming crowded
and, in such event, to allocate parking space among Lessee and other Lessees.
Lessee shall not permit business vehicles to be parked or stored in the parking
lot that are not in operable condition and no vehicles may be repaired in the
parking lot. Personal vehicles are not permitted to be stored in the parking lot
at any time. Lessee further understands that work conducted outside the Premises
and/or in the parking lot is not permitted at anytime.

11. The Lessee shall not mark, drill into or in any way deface the walls,
ceilings, partitions, floors or other parts of the Premises and the Building.

12. If the Lessee desires any electrical or communications wiring, the Lessor
reserves the right to direct qualified persons as to where and how the wires are
to be introduced, and without such directions no borings or cutting for wires
shall take place. No other wires or pipes of any kind shall be introduced
without the prior written consent of the Lessor.

13. The Lessee shall not conduct, and shall not permit any, canvassing in the
Building or the Industrial Center.

14. The Lessee shall take care of the rugs, window blinds and drapes (if any) in
the Premises and shall arrange for the carrying-out of regular spot cleaning and
shampooing of carpets and dry cleaning of drapes in a manner acceptable to the
Lessor.

15. The Lessee shall permit the periodic closing of lanes, driveways and
passages for the purpose of preserving the Lessor's rights over such lanes,
driveways and passages.

16. The Lessee shall not place or permit to be placed any sign, advertisement,
notice or other display on any part of the exterior of the Premises or elsewhere
if such sign, advertisement, notice or other display is visible from outside the
Premises without the prior written consent of the Lessor which may be
arbitrarily withheld. The Lessee, upon request of the Lessor, shall immediately
remove any sign, advertisement, notice or other display which the Lessee has
placed or permitted to be placed which, in the opinion of the Lessor, is
objectionable, and if the Lessee shall fail to do so, the Lessor may remove the
same at the expense of the Lessee.

17. The Lessor shall have the right to make such other and further reasonable
rules and regulations and to alter the same as in its judgment may, from time to
time, be needful for the safety, care cleanliness and appearance of the Premises
and the Industrial Center and for the preservation of good order therein, and
the same shall be kept and observed by the Lessee, their employees and servants.
The Lessor also has the right to suspend or cancel any or all of these rules and
regulations herein set out.




THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.)             Initials: ________
Form RE-5D Multi-Ind. Gross (10/99)                                     ________

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