PACIFIC CORPORATE CENTER LEASE

          This  LEASE is made and  entered  into as of  March  ___,  2001 by and
between Greenville Investors,  L.P. a California limited partnership (hereafter,
"Landlord"),   and  Ingenuus  Corporation,  a  Delaware  corporation  (hereafter
"Tenant").

         A. DEMISE.  Landlord  hereby  leases,  demises and lets to Tenant,  and
Tenant hereby leases,  hires and takes from Landlord those certain premises (the
"Premises") described as follows:

That certain  portion,  consisting of  approximately  19,262 square feet, of the
commercial building designated as Building 4 on the Site Plan attached hereto as
Exhibit A and to be  constructed  by  Landlord  and  Tenant in  accordance  with
Article 8 hereof,  located at 7451  Longard  Road,  Livermore,  California.  The
Premises is a part of Pacific  Corporate  Center, a common interest  development
being  developed  by  Landlord  in  the  City  of  Livermore,   Alameda  County,
California,  (the  "Center")  which  includes eight (8) parcels of real property
together  with  all  buildings  and  other  structures  and  improvements  to be
constructed thereon. The Center is more particularly described on Exhibit B, the
Center Legal  Description.  All parcels of real property in the Center owned (in
whole or in part) by  Landlord  from time to time are  hereinafter  collectively
referred to as "Landlord's  Parcels". The exterior walls,  roof, air space above
and the area beneath the  Premises  are not demised and their use together  with
the right to install,  maintain,  use, repair and replace pipes, ducts, conduits
and wires  leading  through the Premises in locations  that will not  materially
interfere  with Tenant's use and serving other parts of the Project,  are hereby
reserved to the Landlord, except as otherwise expressly provided herein.

         B. TERMS,  COVENANTS AND CONDITIONS.  The parties agree that this Lease
is made upon the following terms, covenants and conditions:

                             ARTICLE 1. BASIC TERMS

         In all  instances,  the basic  terms  set  forth in this  Article I are
subject to the main body of the Lease in  general  and those  Articles  noted in
parentheses in particular.

<TABLE>
<S>                                                                                    <C>
(a)       Term: Ten (10) Lease Years                                                   (Art. 2)

(b)       Initial Monthly Minimum Rent: $22,563.54                                     (Art. 3)

(c)       Security Deposit; $27,544.66                                                 (Art. 5)

          Prepaid Rent: $27,544.66

(d)       Tenant's Initial Estimated Operating Expense Payment: $1618.00/mo.           (Art.10)

(e)       Tenant's Initial Estimated Tax Payment: $3390.11/mo.

(f)       Tentative Commencement Date: August 15, 2001                                 (Art. 2)

(g)       Rent Commencement Date: Seventy-five (75) days after the Commencement Date

(h)       Use: Office and administrative purposes                                      (Art. 4)

(i)       This Lease consists of Articles 1 through 32, Addendum to Lease,
          and Exhibits A, B, C, D, E, F and G attached hereto, which are by
          this reference incorporated herein.

(j)       Number of reserved parking spaces: 60
</TABLE>

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<PAGE>

                                 ARTICLE 2. TERM

         2.1 The initial term of this Lease shall commence on the  "Commencement
Date" which is the date that Landlord  delivers the Base Building portion of the
Premises to Tenant in accordance  with Paragraph 8.1 below,  and shall terminate
at midnight on the last day of the tenth (10th) Lease Year.

                                                              See Addendum A-2.I
                                                              ------------

         2.2 The first  "Lease  Year" shall begin on the  Commencement  Date and
shall expire on the last day of the month, twelve (12) full calendar months next
following the Rent  Commencement  Date. If the Rent  Commencement Date occurs on
the first day of the calendar month,  then the first Lease Year shall end on the
day immediately  preceding the first anniversary of the Rent Commencement  Date.
Subsequent  Lease Years shall be each  consecutive  twelve (12)  calendar  month
period thereafter.

         2.3 Promptly after the Rent  Commencement  Date, Tenant shall execute a
written  acknowledgment of the Commencement and Rent  Commencement  Dates in the
form attached hereto as Exhibit D.

                             ARTICLE 3. MINIMUM RENT

         3.1 Tenant  agrees to pay without  offset or  deduction of any kind the
initial  monthly  Minimum Rent amount set forth in  Paragraph  1(b) above and as
adjusted  pursuant to the Rent Schedule attached hereto as Exhibit E, in advance
at Landlord's address on the first day of each calendar month during the term of
this Lease.  Tenant's  obligation  to pay such rent shall  commence on the "Rent
Commencement Date" set forth in Paragraph 1(g). If the Rent Commencement Date is
not the first day of a calendar month,  the first month's rent shall be prorated
on the basis of a  thirty (30) day month,  and  shall be payable  with the first
full monthly  rental due  hereunder.  Landlord's  address  shall be as set forth
below its signature, or as from time to time designated by Landlord to Tenant in
writing.

         3.2 Concurrent  with the execution of this Lease,  Tenant shall deposit
with Landlord the sum specified in Paragraph 1(c) above as prepaid  minimum Rent
under this Lease.

                           ARTICLE 4. USE OF PREMISES

         4.1 The  Premises  shall be used  and  occupied  only for the  purposes
described in Paragraph1(h)  above, and for no other purposes without  Landlord's
prior written consent.

         4.2 Tenant  shall not do or permit to be done in or about the  Premises
anything  which is illegal or unlawful;  or which is of a hazardous or dangerous
nature;  or  which  will  increase  the rate of or cause  cancellation  of,  any
insurance on the  building of which the  Premises  are a part.  Tenant shall not
obstruct or interfere  with the rights of any other tenants and occupants of the
Center or their invitees,  nor injure or annoy them, nor operate the Premises in
a manner which unreasonably  disturbs other tenants in the use of their premises
in the Center

         4.3 Tenant acknowledges that although Landlord has permitted Tenant the
use of Premises for the purpose described in this Article,  neither Landlord nor
any agent of  Landlord  has made any  representation  or warranty to Tenant with
respect to the  suitability  of the present zoning of the Building for such use.
Tenant  assumes all  responsibility  for  investigating  the  suitability of the
zoning  for its use and for  compliance  with all  other  laws  and  regulations
governing  such use,  except that  Landlord  represents  that the  Premises  are
currently zoned for commercial use.

         4.4 Tenant  shall not cause,  maintain or permit any nuisance in, on or
about the Premises,  nor commit any waste  therein or thereon.  Tenant shall not
use nor permit the use of the Premises or any part thereof as living or sleeping
quarters.

         4.5 Tenant shall  furnish,  install and  maintain in the Premises  such
trade  fixtures,  furniture and other  property  reasonably  appropriate  to the
conduct of Tenant's business.


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<PAGE>
         4.6 Tenant  agrees that,  at its own cost and  expense,  it will comply
with and conform to all laws and ordinances and any and all lawful  requirements
and orders of any properly constituted  governmental board of authority,  in any
way relating to the use or occupancy of the Premises  throughout the entire term
of this Lease; specially including the Livermore Fire Code requiring all tenants
to obtain fire  extinguishers  for the Premises and maintain it so that is fully
charged and  operational at all times and inspected  annually.  Further,  Tenant
agrees that, at its own cost and expense,  it will make all  alterations  to the
Premises,  Building, and the Center, including structural alterations,  required
to comply  with the  Americans  with  Disabilities  Act ("ADA") as it relates to
Tenant's improvements, use, or occupancy of the Premises.

         4.7 Tenant  shall place no loads upon the floors,  walls or ceilings of
the Premises in excess of the maximum  designed load  determined by Landlord and
communicated in writing to Tenant.

         4.8 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  Landlord  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.  Tenant
shall not  engage  in any  activity  about the  Premises,  which  constitutes  a
Reportable  Use (as  hereinafter  defined) of Hazardous  Substances  without the
express prior written  consent of Landlord and compliance in a timely manner (at
Tenant's sole cost and expense) with all Applicable  Requirements (as defined in
Paragraph (d) hereinafter).  "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  or
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  Requirements  require that a notice be given to
persons   entering  or  occupying  the  Premises  or   neighboring   properties.
Notwithstanding the foregoing Tenant may, without Landlord's prior consent,  but
upon notice to Landlord and in compliance with all Applicable Requirements,  (i)
operate  a  business  on the  Premises  for the  Permitted  Use and (ii) use any
ordinary and customary materials reasonably required to be used by Tenant 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 Landlord to any liability  therefore.
In addition,  Landlord may  (but without any  obligation to do so) condition its
consent to any Reportable Use of any Hazardous Substance by Tenant upon Tenant's
giving  Landlord  such  additional  assurances  as Landlord,  in its  reasonable
discretion,  deems necessary to protect itself, the public, the Premises and the
Center  and the  environment  against  damage  contamination  or  injury  and/or
liability  therefor,  including  but not limited to the  installation  (and,  at
Landlord's option, removal on or before Lease expiration or earlier termination)
of  reasonably  necessary  protective  modifications  to the  Premises  (such as
concrete  encasements)  and/or the  deposit of an  additional  Security  Deposit
amount under Paragraph 5 hereof either  initially or at any time during Tenant's
continued use of Hazardous  Substances in the Premises.  Tenant shall deliver to
Landlord at least fifteen (15) business days prior to the earlier of(i) the date
it opens for  business  at the  Premises  and (ii) the date it places  Hazardous
Substances  on the  Premises,  a notice  specifying  the  name of the  hazardous
Substances  and the quantities of such materials that Tenant intends to place on
the premises together with a copy of all permits and other approvals required to
be obtained to lawfully  operate Tenant's  business and Hazardous  Substances on
the Premises;

         (b) Duty to Inform  Landlord:  If Tenant knows, or has reasonable cause
to believe, that a  hazardous Substance has come to be located in,  on, under or
about the Premises or Building or Center,  other than as previously consented to
by Landlord,  Tenant shall  immediately  give Landlord  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 from, any governmental authority or private party concerning the
presence, spill, release, discharge of, or


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<PAGE>
exposure  to, such  Hazardous  Substance  including  but not limited to all such
documents  as may be involved in any  Reportable  Use  involving  the  Premises.
Tenant  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, storm, or sanitary sewer system).

         (c) Indemnification:  Tenant shall indemnify,  protect, defend and hold
Landlord, its agents, employees,  lenders, and the Premises and Center, 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 into the Premises
and/or Center by or for Tenant, its employees,  agents or contractors.  Tenant's
obligations  under this Paragraph  4.8(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  Tenant,  and the  cost of  investigation
(including  reasonable  consultants' and attorneys' fees and testing),  removal,
remediation,  restoration 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
Landlord and Tenant shall release Tenant from its  obligations  under this Lease
with respect to Hazardous Substances,  unless specifically so agreed by Landlord
in writing at the time of such agreement.

         (d) Tenant's  Compliance with  Requirements:  Tenant shall, at Tenant'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,   ordinances,   directives,   covenants,   easements   and
restrictions  of  record,  permits,  the  requirements  of any  applicable  fire
insurance underwriter or rating bureau, and any recommendations (if communicated
in writing to Tenant) of Landlord's  engineers and/or  consultants,  relating in
any manner to the Premises  (including but not 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.  Tenant shall,  within ten (10)
days after receipt of Landlord's written request made from time to time, provide
Landlord with copies of all documents and information, including but not limited
to permits, registrations,  manifests,  applications,  reports and certificates,
evidencing  Tenant's  compliance with any Applicable  Requirements  specified by
Landlord,  shall  immediately  upon  receipt,  notify  Landlord in writing (with
copies of any documents  involved) of any  threatened  or actual claim,  notice,
citation,  warning,  complaint or report  pertaining to or involving  failure by
Tenant or the Premises to comply with any Applicable Requirements.

         (e)  Inspection;  Compliance  with Law:  Landlord,  Landlord'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,  subject to Tenant's  reasonable  security
requirements,  at any time in case of an emergency,  and otherwise at reasonable
times and upon reasonable notice, for the purpose of inspecting the condition of
the  Premises  and for  verifying  compliance  by Tenant with this Lease and all
Applicable  Requirements (as defined hereafter),  and Landlord shall be entitled
to employ experts and/or consultants in connection  therewith to advise Landlord
with  respect to  Tenant's  activities,  including  but not  limited to Tenant's
installation,  operation,  use,  monitoring,  maintenance,  or  removal  of  any
Hazardous Substance on or from the Premises.  The costs and expenses of any such
inspections shall be paid by the party requesting same, unless the inspection is
during any period that Tenant is conducting a Reportable  Use in the Premises in
which  event the same shall be paid by  Tenant),  or a  material  breach of this
Lease by Tenant or a violation of Applicable  Requirements  or a  contamination,
caused  or  materially  contributed  to by  Tenant,  is  found to exist or to be
imminent,  or unless the  inspection  is requested or ordered by a  governmental
authority.  In such case,  Tenant  shall,  upon request,  reimburse  Landlord or
Landlord's  Lender,  as the case may be, as additional  rent,  for the costs and
expenses of such inspections.

         (f) Survival of Obligations:  Tenant's  obligations  under this Section
4.8 shall survive the termination of this Lease.


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<PAGE>
         4.9 Declaration.  Tenant  acknowledges and agrees that this Lease shall
be subject to and  subordinate  to a Declaration  of Covenants,  Conditions  and
Restrictions  which will be recorded  prior to the Delivery Date in the Official
Records of Alameda County, California,  which, together with all amendments from
time to time; are collectively  referred to as the "Declaration".  Tenant agrees
to bound by and comply with all provisions of the Declaration.

                           ARTICLE 5. SECURITY DEPOSIT

         5.1 Concurrent  with the execution of this Lease,  Tenant shall deposit
with Landlord the sum specified in Paragraph 1(c) above.  Said sum shall be held
by Landlord as security  for the  faithful  performance  by Tenant of all of the
obligations of this Lease to be kept and performed by Tenant. Said deposit shall
not be assigned,  transferred or encumbered by Tenant,  and any attempt to do so
by Tenant shall not be binding upon Landlord.

         5.2 If Tenant defaults with respect to any provision of this Lease, and
such default is not cured within any applicable cure period,  or should Landlord
make any  payment on behalf of Tenant,  Landlord  may (but shall not be required
to) use,  apply or retain all or any part of said deposit for the payment of any
rent or any other sum in default,  or for the payment of any other  amount which
Landlord may spend or become  obligated to spend by reason of Tenant's  default,
or to  compensate  Landlord  for any other  loss or damage  which  Landlord  has
suffered  or may suffer by reason of  Tenant's  default.  If any portion of said
deposit is so used,  applied or  retained,  Tenant  shall,  within five (5) days
after  Landlord's  written  demand  therefor,  deposit cash with  Landlord in an
amount  sufficient to restore said deposit to its original sum. Tenant's failure
to do so shall  constitute a material  breach of this Lease,  and Landlord  may,
without  any further  notice,  exercise  its  remedies  specified  in Article 25
hereof.

         5.3 Landlord  shall not be required to keep said deposit  separate from
its general funds and is in no event to be deemed a trustee thereof,  and Tenant
shall not be entitled to interest on any sums  deposited  or  redeposited  under
this Article.  Tenant acknowledges that said deposit under no circumstances will
be applied  toward the payment of Tenant's  final  monthly  rental  payment.  If
Tenant shall have fully and faithfully  performed all of its  obligations  under
this  Lease,  said  deposit  or its then  remaining  balance,  if any,  shall be
refunded to Tenant within thirty (30) days after the  termination of this Lease.
If Tenant has not hilly and faithfully  performed all of its  obligations  under
this Lease,  including  but not limited to the  requirements  of Paragraph  II.1
herein  regarding  Tenant's  surrender of the Premises upon expiration or sooner
termination,  Landlord may apply the security  deposit towards the costs for the
cleaning  and/or  repair of the Premises or the costs  associated  with Tenant's
failure to perform other obligations.  In the event Landlord's  interest in this
Lease is sold or otherwise  terminated,  Landlord shall transfer said deposit to
its successor in interest,  and thereupon  Landlord shall be discharged from any
further liability with respect thereto. The provisions of the preceding sentence
shall likewise apply to any subsequent transferees.

         5.4 If for any  reason  this  Lease  is  terminated  prior  to the Rent
Commencement Date (other than for  nonperformance  of Landlord),  in addition to
any other  rights  it may  have,  Landlord  shall  have the right to retain  the
security  deposit,  the prepaid  rent amount  deposited  pursuant to Section 3.2
above.

                              ARTICLE 6. UTILITIES

         6.1 Tenant, at its own cost and expense,  shall pay for all water, gas,
heat, electricity,  garbage disposal,  sewer charges,  telephone,  and any other
utility or service  charge  related to its occupancy of the Premises,  including
but not limited to any hook-up  charges there may be and Tenant's  prorata share
of all charges for water and  electricity  used with respect to the  landscaping
and  outdoor  lighting  on Parcel  4. If any such  services  are not  separately
metered to Tenant, Tenant shall pay a reasonable proportion, to be determined by
Landlord, of all charges jointly metered with other premises.

         6.2  Landlord  shall  not  be  liable  in  damages,   consequential  or
otherwise,  nor  shall  there  be  any  rent  abatement,   arising  out  of  any
interruption or reduction whatsoever in utility


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<PAGE>
services (i) which is due to fire,  accident,  strike,  governmental  authority,
acts of God,  acts of other  tenants or other  third  parties,  or other  causes
beyond the reasonable control of Landlord or any temporary  interruption in such
service,  and (ii) which is necessary to the making of alterations,  repairs, or
improvements to the Center, or any part of it, or (iii) which the Landlord deems
necessary in order to conserve energy.

                         ARTICLE 7. REAL PROPERTY TAXES

         7.1 Tenant shall pay as Additional Rent its proportionate  share of all
"Taxes"  (as  hereinafter  defined)  which may be  levied,  assessed  or imposed
against or become a lien upon, the land, buildings and all other improvements on
Parcel 4. The term "Taxes" shall mean and include real estate taxes, assessments
(special or otherwise) including  impositions for the purpose of funding special
assessment districts,  water and sewer rents, rates and charges (including water
and sewer  charges which are measured by the  consumption  of the actual user of
the item or  service  for which  the  charge is made)  levies,  fees  (including
license fees) and all other taxes, governmental levies and charges of every kind
and nature whatsoever,  (and whether or not the same presently exist or shall be
enacted in the future) which may during the term be levied,  assessed,  imposed,
become  a lien  upon or due  and  payable  with  respect  to,  out of or for the
Landlord's Parcel or any part thereof,  or of any land, building or improvements
thereon, or the use, occupancy or possession thereof,  and imposed or based upon
or measured by the rents  receivable  by Landlord  for Parcel 4 including  gross
receipts taxes,  business taxes, business and occupation taxes but excluding net
income or excess profits taxes.

         "Taxes"  shall also include  interest on  installment  payments and all
costs and fees (including  reasonable  attorney's and appraiser's fees) incurred
by Landlord in contesting  Taxes and negotiating  with public  authorities as to
the same. Taxes shall not include, however, any franchise,  estate, inheritance,
corporation, transfer, net income or excess profits tax.

         7.2 Tenant  shall pay its  pro-rata  share of the Taxes with respect to
any tax fiscal  year during the term  hereof.  Tenant's  pro-rata  share of such
Taxes  shall be an amount  equal to the total of the Taxes  assessed in any such
tax fiscal year  multiplied  by a fraction  the  numerator of which is the Gross
Leasable  Area of the  Premises,  and the  denominator  of  which  is the  Gross
Leasable  Area of the building in which the  Premises  are  located.  Landlord's
estimate of Tenant's  initial pro-rata share,  based on current  calculations as
outlined above is that amount set forth in Article 1(e) above.

         7.3  Commencing  with the Rent  Commencement  Date,  Tenant  shall  pay
Landlord  monthly,  with each payment of monthly  Minimum  Rent,  the amount set
forth in Paragraph 1(e) above as an impound toward its share of Taxes.  Tenant's
actual  obligation  for Taxes shall be  determined  and computed by Landlord not
less often than annually and at the time each such computation is made, Landlord
and Tenant  shall  adjust  for any  difference  between  impounded  amounts  and
Tenant's  actual share.  Tenant shall pay Landlord any  deficiency  (or Landlord
shall pay Tenant any surplus)  within ten (10) days after  receipt of Landlord's
statement. At the time of each such computation, Landlord may revise the monthly
payment for Taxes set forth in Paragraph 1(e) above by written  notification  to
Tenant.  Tenant shall pay its share of Taxes during each year of the Lease term.
Landlord shall furnish such figures,  computation  and information as Tenant may
reasonable request for the purpose of verifying the amounts charged to Tenant by
Landlord.

         7.4 If this Lease shall  terminate  on any date other than the last day
of a tax fiscal year, the amount payable by Tenant during the tax fiscal year in
which such termination occurs shall be prorated on the basis which the number of
days  from  the  commencement  of said tax  fiscal  year to and  including  said
termination date bears to 365. The obligation of Tenant under this Article shall
survive the termination of this Lease.

                     ARTICLE 8. CONSTRUCTION AND ACCEPTANCE

         8.1 Landlord at its sole cost and expense  shall  construct  Landlord's
Work as defined in the Work Letter attached hereto as Exhibit C and incorporated
by  reference   herein.   Landlord   shall  notify   Tenant  when  Landlord  has
substantially completed the Base Building work within


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<PAGE>
the Premises  described in Exhibit C and shall tender  delivery of possession of
the Premises to Tenant.  The  certification  by Landlord that such Base Building
work has been  substantially  completed shall be conclusive and binding upon the
parties hereto.

         8.2 Tenant  agrees,  immediately  upon the  delivery  of the  Premises,
substantially completed as provided in Paragraph 8.1, to accept delivery of same
and to thereupon immediately proceed, with due diligence and at its own expense,
to construct Tenant's Work as defined in Exhibit C. Prior to commencing Tenant's
Work, Tenant shall submit to Landlord for approval good and sufficient plans and
specifications  prepared by an architect acceptable to Landlord. Once said plans
are approved by Landlord in writing,  Tenant shall apply for a building  permit.
After said permit has been obtained, Tenant shall construct the Tenant's Work in
strict  accordance with such plans and shall make no changes without  Landlord's
consent.  Landlord may impose as a condition of its consent to the plans and any
changes such  requirements  as Landlord in its  reasonable  discretion  may deem
reasonable  and  desirable,  including but not limited to the  requirement  that
Tenant  utilize for such purposes  only  contractors,  materials,  mechanics and
materialmen approved by Landlord. Tenant agrees to use only licensed contractors
and to undertake  said work in  compliance  with Exhibit C and Article 9 herein.
Further,  Tenant agrees to comply with all  government  rules,  regulations  and
ordinances  relating to Tenant's Work and Tenant's trade fixtures and will fully
pay for such  work and will  obtain  insurance  as  specified  in  Exhibit C and
Article 14. If due to Tenants Work,  alterations to the Premises or Building are
required  to comply  with the ADA  requirements  or any other  building  code or
governmental  requirements,  Tenant  shall be solely  responsible  for all costs
associated with such alterations.

         8.3 Tenant shall,  upon delivery of the  Premises,  immediately  notify
Landlord in writing of any defects or non-conformance in Landlord's Work. In the
event of Tenant's proper notice,  Landlord shall promptly  correct the defect or
non-conformance.  From and after the Commencement  Date,  Landlord shall have no
obligation in regard to said construction  except as otherwise  provided by this
Lease and Landlord extends no warranties express or implied other than as stated
above. The Tentative  Commencement  Date set forth in Paragraph 1(f) above is an
estimate  only,  Landlord  shall not be liable for any damages caused because of
delay in delivering possession of the Premises to Tenant, provided,  however, if
the Commencement  Date has not occurred on or before September 15, 2001,  Tenant
shall be  entitled to a rent  credit of one day's  Minimum  Rent for each day of
Landlord's  delay. The time periods  referenced above with respect to delivering
the  Premises to Tenant shall be extended by the number of days of any delay due
to Tenant's  Delay (as defined in Exhibit C) and/or Force Majeure (as defined in
Section 32.8 hereafter).

         8.4 After the Premises has been constructed, Landlord's architect shall
measure the gross  leasable  area ("GLA") of the  Premises  and  Landlord  shall
notify Tenant of such  measurement.  The GLA so determined  will be deemed to be
the GLA of the Premises for all purposes of this Lease.  To compute the Premises
GLA,  Building 4 shall be measured to the drip line. The Initial Minimum Monthly
Rent,  Operating  Expense and Tax  Payments,  Security  Deposit and Prepaid Rent
amounts set forth in Article I were based on an estimated  GLA of 19,262  square
feet. In the event that the Premises GLA as determined pursuant this Section 8.4
is different  from  estimated  GLA, such amounts set forth in Article 1 shall be
adjusted accordingly.

                       ARTICLE 9. REPAIRS AND MAINTENANCE

         9.1  Subject  to  reimbursement  by Tenant as  provided  in  Article 10
hereof,  Landlord shall keep and maintain in good repair the roof (including the
structural integrity thereof) and the exterior surfaces of the exterior walls of
Building 4 (exclusive  of doors,  door frames,  door  checks,  other  entrances,
windows and window frames which are not part of common areas), all Outdoor Areas
on Parcel 4 which are not Common Areas maintained by the Association pursuant to
the Declaration and all Shared Areas described in the Declaration for the use of
Parcel 4, provided that Tenant shall pay the cost of any such repairs occasioned
by the act or negligence of Tenant, its agents, employees,  invitees,  licensees
or  contractors.  Tenant shall give Landlord prompt written notice of any damage
to the Premises requiring repair by Landlord.


                                       7
<PAGE>
         9.2 Except as provided in Paragraph  9.1 hereof  Tenant  shall,  at its
expense,  keep and  maintain  the Premises and every part thereof in good order,
condition  and  repair,  including,  without  limiting  the  generality  of  the
foregoing,  all equipment or facilities  specifically serving the Premises, such
as  plumbing,  heating,  air  conditioning,  ventilating,  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,  and shall
do such reasonable  periodic painting of the interior thereof as may be required
and  approved  by  Landlord.  Tenant  shall keep its sewers and drains  open and
clear, and shall keep the hallways and/or sidewalks and common areas adjacent to
the Premises clean and free of debris. Tenant shall reimburse Landlord on demand
for the cost of damage  to the  Premises  or the  Building  or Center  caused by
Tenant or its employees, agents, customers, suppliers, shippers, contractors, or
invitees.  If Tenant  shall  fail to  comply  with the  foregoing  requirements,
Landlord may (but shall not be obligated to) effect such maintenance and repair,
and the  cost  thereof  together  with  interest  thereon  at the  maximum  rate
permitted  by law  shall be due and  payable  as  Additional  Rent to  Landlord,
together with Tenant's next rental installment.

         9.3 Tenant in keeping the Premises in good order, condition, and repair
shall exercise and perform good maintenance  practices including  obtaining,  at
its expense,  a contract for the repair and maintenance of the air  conditioning
and  heating  system,  if any,  exclusively  serving  the  Premises  and provide
Landlord  with  copy of said  contract  within  ten  (10)  days  after  the Rent
Commencement  Date. The contract shall be for the benefit of Landlord and Tenant
and in a form and placed with a licensed  contractor  satisfactory  to Landlord.
Tenant  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.

         9.4 Tenant shall not make any  alterations,  changes or improvements in
or to the  Premises  or any part  thereof  without  first  obtaining  Landlord's
written  consent,  and all of the same shall be at Tenant's sole cost.  Landlord
may impose as a condition of its consent such  requirements as Landlord,  in its
sole  discretion,  may deem reasonable and desirable,  including but not limited
to, the  requirement  that Tenant  utilize for such purposes  only  contractors,
materials,  mechanics  and  materialmen  approved by Landlord  and that good and
sufficient  plans and  specifications  be submitted to Landlord at such times as
its consent is requested.  Notwithstanding  the  foregoing,  Landlord's  consent
shall not be required for any interior  cosmetic  alterations or alterations not
exceeding $20,000 per alteration which do not affect the Base Building exterior,
structure or systems;  provided  that Tenant shall obtain  required  permits and
comply with all other Applicable Requirements and all requirements of Article 8,
this Section 9.4 and Exhibit C regarding construction by Tenant and shall notify
Landlord not less than ten (10) days prior to commencing any such alterations to
give  Landlord  an  opportunity  to post a  notice  of  non-responsibility.  All
alterations,  additions, changes and improvements made by Tenant unless Tenant's
Personal  Property (as defined  hereafter) shall become the property of Landlord
and a part  of the  realty  and  shall  be  surrendered  to  Landlord  upon  the
expiration or sooner termination of the term hereof provided,  that Landlord may
designate  by  written  notice  to  Tenant  those  alterations,   additions  and
improvements (specifically including Tenant Improvements) which shall be removed
by Tenant at the  expiration  or  termination  of the  Lease  and  Tenant  shall
promptly  remove the same and repair  all damage  caused by such  removal at its
cost and with all due diligence.

                   ARTICLE 10. OPERATING AND MAINTENANCE COSTS

         10.1 All Common Areas in the Center shall be operated and maintained by
the Association pursuant to the Declaration.  The term "Common Areas" as used in
this Lease shall include all areas in the Center  defined as Common Areas in the
Declaration. Landlord agrees to operate and maintain or cause to be operated and
maintained  during the term of this Lease all  "Outdoor  Areas" on Parcel 4. The
term  "Outdoor  Areas" as used in this Lease shall  include all areas on each of
Landlord's  Parcels  which are not Common  Areas or areas  covered by  buildings
("Building  Areas")  and  are  provided  by  Landlord  for the  convenience  and
exclusive  use of  tenants  of  each of  Landlord's  Parcels,  their  respective
employees, customers, suppliers, shippers, contractors, and invitees.


                                       8
<PAGE>
         10.2 The manner  and  method of  operation,  maintenance,  service  and
repair of the Common Areas and the expenditures therefor, shall be determined in
accordance  with the  provisions  of the  Declaration.  The manner and method of
operation,  maintenance,  service  and  repair  of the  Outdoor  Areas  and  the
expenditures  therefore  shall  be as  determined  in  the  sole  discretion  of
Landlord.  Except as otherwise expressly provided herein,  Landlord reserves the
right from time to time to make changes in,  additions to and deletions from the
Outdoor 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  and the  purposes  to which they are  devoted.
Notwithstanding  the  foregoing,  in no event shall  Landlord make or permit any
modifications  to Landlord's  Parcels  which  materially  and  adversely  affect
Tenant's  access to or from Parcel 4 as shown on Exhibit A or which would reduce
the number of parking spaces on Parcel 4 reserved to Tenant.

          10.3  Tenant  agrees  to  comply  with  such   reasonable   rules  and
regulations as the  Association  may adopt from time to time for the orderly and
proper  operation of the Common Areas.  Tenant further agrees to comply with and
observe all reasonable  rules and regulations  established by Landlord from time
to time for use of the Outdoor Areas on Parcel 4, including, without limitation,
the removal,  storage and disposal of refuse and rubbish.  The initial Rules and
Regulations for the Center are an Exhibit to the Declaration and attached hereto
as Exhibit  F.  Changes  in said  rules  shall not be  binding  on Tenant  until
Landlord has notified Tenant of such changes.

         10.4 During the term of this Lease,  Tenant shall pay to  Landlord,  as
Additional  Rent,  at the time and in the manner  specified  in  Paragraph  10.6
below, Tenant's prorata share of all costs and expenses of every kind and nature
paid or incurred by the  Association  and/or  Landlord in  operating,  policing,
protecting,  lighting,  providing  sanitation  and sewer and other  services to,
insuring,  repairing,  replacing and maintaining in neat,  clean, good order and
condition,  the Common Areas of the Center and all Outdoor  Areas on  Landlord's
Parcels and in operating,  insuring and  maintaining the Buildings on Landlord's
Parcels ("operating and maintenance costs").

         Operating and maintenance costs shall include, but shall not be limited
to, the following:  water, gas,  electricity and telephone service to the Common
Areas and Outdoor  Areas,  and security and guard  services;  salaries and wages
(including  employment  taxes and so called  "fringe  benefits") or  maintenance
contracts of all persons and  management  personnel  connected  with the regular
operation,  servicing, repair and maintenance,  (specifically including the site
coordinator  and  site  superintendent,   clerical,  and  on-site  and  off-site
accounting  staff),  repair and  replacement of roofs of Buildings on Landlord's
Parcels, painting and cleaning the exterior surfaces of such Buildings, premiums
for  liability,  property  damage and  Workers'  Compensation  insurance  (which
insurance Landlord,  at all times during the Lease term, agrees to maintain with
respect to Landlord's  Parcels),  including all costs  associated with obtaining
said  insurance or making  claims under such policy,  including  the cost of any
dedtictible portion payable with respect to claims, and at its option,  premiums
for earthquake  insurance;  personal property taxes, if any;  charges,  excises,
surcharges, fees or assessments levied by a governmental agency by virtue of the
parking  facilities  furnished;  costs and expenses of planting,  replanting and
relandscaping;  trash disposal,  if any;  lighting,  including exterior building
lights;  utilities;  maintenance  and repair of utility  lines,  sewers and fire
detection and suppression  systems  (including the water used in connection with
such  systems);  sweeping,  repairing  and  resurfacing  the blacktop  surfaces;
repainting and restriping;  exterior signs and any tenant directories,  reserves
set aside for maintenance and repair, the cost of any environmental inspections;
fees for any licenses and/or permits  required for operation of the Common Areas
and Outdoor Areas, or any part thereof; equipment rental or purchases, supplies,
postage,  telephone,  service  agreements,   deliveries,   promotion,  dues  and
subscriptions,  and legal  fees;  and a charge of fifteen  percent (1 5%) of all
operating and maintenance costs for administrative and overhead expenses.

          10.5  Tenant  shall  pay  its  pro-rata  share  of the  operating  and
maintenance costs described in Paragraph 10.4 above. Tenant's share of operating
and  maintenance  costs for the Common  Areas of the Center shall be its prorata
share of such costs  allocated  by the  Association  to Parcel 4 pursuant to the
Declaration, determined by the GLA of the Premises compared to the


                                       9
<PAGE>
GLA of Building 4. Tenant's prorata share of all other operating and maintenance
costs shall be as follows:  (i) costs  related to the  Buildings  on  Landlord's
Parcels shall be  determined  by the GLA of the Premises  compared to the GLA of
all  Buildings on  Landlord's  Parcels,  (ii)  Tenant's  prorata  share of costs
related to any Shared Areas  allocable  to Parcel 4 pursuant to the  Declaration
shall be determined  by the GLA of the Premises  compared to the GLA of Building
4, (iii) costs related to all other Outdoor Areas on Landlord's Parcels shall be
determined  by the  square  footage  of Parcel 4  compared  to the total  square
footage of all of  Landlord's  Parcels and Tenant's  prorata share of such costs
shall be determined  by the GLA of the Premises  compared to the GLA of Building
4, and (iv)  notwithstanding  the  foregoing,  operating  costs  which  Landlord
reasonably determines benefit only one or a portion of all of Landlord's Parcels
or  Buildings  may be allocated  only among the Parcels or  Buildings  benefited
either by GLA or Parcel square footage,  as applicable.  Landlord's  estimate of
Tenant's  initial  pro-rata  share of operating and  maintenance  costs based on
current  calculations as outlined above is that amount set forth in Article 1(d)
above.

         10.6 As Additional Rent, Tenant shall pay Landlord monthly on the first
day of each month,  commencing on the Rent  Commencement  Date and continuing on
the first day of each month thereafter  during the term hereof, an operating and
maintenance  charge in an amount  estimated by Landlord to be Tenant's  share of
the "operating and maintenance costs".

         The initial monthly operating and maintenance charge shall be estimated
by Landlord  prior to the beginning of such calendar  year;  Landlord may adjust
said monthly charge at the end of each calendar year  thereafter on the basis of
Landlord's anticipated costs for the following calendar year.

         10.7  Within  one  hundred  twenty  (120)  days  after  the end of each
calendar year,  Landlord  shall furnish to Tenant a statement  showing the total
operating and maintenance costs,  Tenant's share of such costs, and the total of
the monthly  payments  made by Tenant to Landlord  during the calendar year just
ended.  Landlord shall keep good and accurate  books and records  concerning the
operation,  maintenance and management of the Landlord's Parcels, and Tenant and
its agents  shall have the right,  upon twenty (20) days'  written  notice given
within six (6) months after receipt of the statement for a calendar year, and at
Tenant's sole cost and expense to audit, inspect and copy such books and records
with respect to such calendar year at the office where the same are located.  If
such  audit  discloses  that the  annual  statement  has  overstated  the actual
operating and maintenance expenses for the calendar year tinder review, Landlord
shall  rebate to Tenant the amount by which Tenant has been  overcharged  or, at
Tenant's  election,   Tenant  may  offset  such  amount  against  operating  and
maintenance  charges  becoming due; and if the audit  discloses that  Landlord's
annual  statement  has  overstated  such charges by more than five percent (5%),
then, in addition to rebating to Tenant any overcharge,  Landlord shall also pay
the reasonable costs incurred by Tenant for such audit. If Landlord disputes the
results of Tenant's  audit,  the parties shall submit the dispute for resolution
by  arbitration  in accordance  with the procedures set forth in Section 10.4 of
the  Declaration,  which  shall be  deemed  to he  incorporated  herein  by this
reference. The decision of the arbitrator shall be binding and conclusive on the
parties.

         10.8 If Tenant's share of the operating and  maintenance  costs for the
accounting period exceeds the payments made by Tenant, Tenant shall pay Landlord
the deficiency  within ten (10) days after the receipt of Landlord's  statement.
If Tenant's  payments made during the accounting period exceed Tenant's pro-rata
share of the operating and  maintenance  costs,  Tenant may deduct the amount of
the excess from the estimated payments next due to Landlord. If a credit remains
at the end of the Lease  Term,  such  credit  shall be  refunded  by Landlord to
Tenant within twenty (20) business days  thereafter.  The  obligations of Tenant
and Landlord hereunder shall survive the termination of this Lease.

                    ARTICLE 11. TRADE FIXTURES AND SURRENDER

         11.1 Upon the  expiration  or sooner  termination  of the term  hereof,
Tenant shall surrender the Premises including, without limitation, all apparatus
and fixtures (excluding  Tenant's Personal Property) then upon the Premises,  in
as good condition as when  received,  reasonable  wear and tear alone  excepted,
free of trash and rubbish and with carpets vacuumed,


                                       10
<PAGE>
cleaned and shampooed  and/or vinyl tile floors swept,  wet mopped and polished,
and/or  concrete  floors  swept,  subject to  Landlord's  election  set forth in
Paragraph 9.4 above to require Tenant to remove any or all alterations, changes,
additions  and Tenant  Improvements  which may have been made or installed  from
time to time either by Landlord or Tenant in, on or about the  Premises,  and to
repair all damage caused by such removal.  All of the same shall be the property
of Landlord and shall be  surrendered  by Tenant  without any injury,  damage or
disturbance  thereto,  and Tenant shall not be entitled to any payment therefor.
Said  property of Landlord  shall  include,  without  limitation,  all  lighting
fixtures, fluorescent tubes and bulbs, and all no removable partitions.

         11.2 Within  thirty  (30) days of its Lease  expiration,  Tenant  shall
notify  Landlord  in writing of the manner and means in which it will remove any
and all Hazardous  Substances used in the Premises during its occupancy.  Tenant
shall also  certify in writing  upon  delivery of Premises to Landlord  that all
Hazardous  Substances  were  removed in  accordance  with all  governmental  and
regulatory  laws and that the Premises  were  returned to Landlord in accordance
with Article 11 herein.

         11.3 Moveable trade  fixtures,  furniture and other  personal  property
(collectively, Tenant's "Personal Property") installed in the Premises by Tenant
at its cost shall be Tenant's  property unless otherwise  provided in this Lease
and, if not in default  hereunder,  Tenant shall remove all of the same prior to
the  termination  of this  Lease and at its own cost  repair  any  damage to the
Premises and the building  thereto  caused by such  removal.  If Tenant fails to
remove any of such property,  Landlord may at its option retain such property as
abandoned by Tenant and title  thereto  shall  thereupon  vest in  Landlord,  or
Landlord  may remove the same and dispose of it in any manner and Tenant  shall,
upon demand,  pay Landlord  the actual  expense of such removal and  disposition
plus the cost of repair of any and all damage to said  Premises and the building
thereto resulting from or caused by such removal.

         11.4 The  voluntary or other  surrender  of this Lease by Tenant,  or a
mutual cancellation  thereof,  shall not work a merger, and shall, at the option
of the Landlord  terminate all or any existing  subleases and  subtenancies,  or
may, at  Landlord's  option,  operate as an  assignment to it of any or all such
subleases or subtenancies.

         11.5 If,  at any time  during  the last  thirty  (30)  days of the term
hereof,  Tenant has removed all or substantially  all of its aforesaid  property
from the  Premises,  Landlord  shall  thereafter  have the  right to enter  said
Premises for the purpose of altering,  renovating and/or  redecorating the same.
Any such entry or work by Landlord  shall not entitle Tenant to any abatement of
rent or tiny other sum payable  hereunder nor shall such entry or work be deemed
an eviction or disturbance of Tenant's use and occupancy.

                        ARTICLE 12. DAMAGE OR DESTRUCTION

         12.1 Except as  otherwise  provided  in  Paragraph  12.2 below,  if the
Premises are damaged and destroyed by any casualty  covered by  Landlord's  fire
and special  extended  coverage  insurance  policy,  Landlord  shall repair such
damage as soon as reasonably possible,  to the extent of the available proceeds,
and the Lease shall continue in full force and effect.

         12.2 If the Premises  are damaged or destroyed by any casualty  covered
by Landlord's tire and special  extended  coverage  insurance  policy to such an
extent as to render the same  untennantable in whole or substantial  part, or to
the extent of twenty-five  percent (25%) or more of the replacement value of the
Premises  during  the last  twelve  (12)  months of the term  herein,  or if the
insurance  proceeds are not  sufficient  to repair the damage,  or if the Center
shall be damaged to the extent of fifty percent (50%) or more of the replacement
value and  regardless  of whether or not the Premises be damaged,  then Landlord
may, at Landlord's  option,  either (i) repair such damage as soon as reasonably
possible,  in which event this Lease shall continue in full force and effect, or
(ii) cancel and  terminate  this Lease as of the date of the  occurrence of such
damage by giving Tenant  written  notice of Landlord's  election to do so within
ninety (90) days after the date of the occurrence of the damage.  Landlord shall
deliver to Tenant written notice of Landlord's  election  within sixty (60) days
after the date of the occurrence of the damage,  which notice shall also specify
the expected time to restore the Premises if Landlord


                                       11
<PAGE>
elects to repair the damages.

         12.3 If at any time during the term herein the Premises are damaged and
such damage was caused by a casualty  not  covered  under  Landlord's  insurance
policy  specified  in Paragraph  14.2  hereafter,  Landlord  may, at its option,
either (i) repair  such  damage as soon as  reasonably  possible  at  Landlord's
expense,  in which event this Lease shall continue in full force and effect,  or
(ii) cancel and  terminate  this Lease as of the date of the  occurrence of such
damage,  by giving Tenant written notice of Landlord's  election to do so within
thirty (30) days after the date of  occurrence  of such  damage,  in which event
this Lease shall so terminate  unless within thirty (30) days thereafter  Tenant
agrees to repair the damage at its cost and expense or pay for Landlord's repair
of such damage.

         12.4  Notwithstanding  anything  to  the  contrary  herein,  if  it  is
determined  that the damage or destruction  resulting from a casualty  cannot be
repaired  within twelve (12) months  following the date of casualty,  Tenant may
terminate this Lease by written notice  delivered to Landlord within thirty (30)
days  following  Tenant's  receipt of  Landlord's  written  notice  given tinder
Section 12.2 or 12.3 above.

         12.5 In the event of damage or destruction not caused by Tenant's fault
or  neglect,  then and only  then  shall  the  minimum  rent and  operating  and
maintenance  expenses payable  hereunder be  proportionately  reduced during the
period of damage and any repair or restoration pursuant to this Article 12, said
reduction  to be based upon the extent to which the damage or the making of such
repairs or restoration shall interfere with Tenant's  business  conducted in the
Premises.  In the event of  damage or  destruction  caused by  Tenant's  willful
misconduct, omission or negligence, rent shall continue unabated.

         12.6  Landlord  shall in no event be required or  obligated  to repair,
restore or replace any of Tenant's Personal Property. Landlord shall restore the
Tenant Improvements to the extent of insurance proceeds received by Landlord.

                           ARTICLE 13. EMINENT DOMAIN

         13.1 If all or  substantially  all of the  Premises  shall  be taken or
appropriated by any public or quasi-public  authority under the power of eminent
domain,  (or similar law authorizing the involuntary taking of private property,
which  shall  include a sale in lieu  thereof to a public  body),  either  party
hereto shall have the right, at its option, to terminate this Lease effective as
of the date  possession  is  taken  by said  authority,  and  Landlord  shall be
entitled to any and all income,  rent, award and any interest thereon whatsoever
which may be paid or made in connection with such public or quasi-public  use or
purpose.  Tenant  shall  have no  claim  against  Landlord  for any  portion  of
Landlord's  award and shall not make a claim for the value of any unexpired term
of this Lease.

         13.2 If only a portion of the Premises is taken,  then this Lease shall
continue in full force and effect and the proceeds of the award shall be used by
Landlord to restore the remainder of the  improvements on the Premises so far as
practicable  to a complete  unit of like  quality  and  condition  to that which
existed  immediately prior to the taking,  and the Minimum Rent shall be reduced
in proportion to the floor area of the Premises  taken.  Landlord's  restoration
work  shall  not  exceed  the  scope  of work  done by  Landlord  in  originally
constructing  the Premises and the cost of such work shall not exceed the amount
of the award received by Landlord with respect to the Premises.

         13.3 Nothing  hereinbefore  contained shall be deemed to deny to Tenant
its  right to claim a  separate  award  from the  condemning  authority  for the
unamortized  costs of the Tenant  Improvements or damages for its trade fixtures
and Personal Property.

                              ARTICLE 14. INSURANCE

         14.1 Tenant shall, at all times during the term hereof, at its expense,
carry and maintain  insurance  policies in the amounts and in the form hereafter
provided:


                                       12
<PAGE>
         (a)  Commercial  Liability  and  Property  Damage:  Commercial  general
liability insurance in an amount not less than Two Million Dollars  ($2,000,000)
per  occurrence  combined  single  limit of bodily  injury and  property  damage
insuring  against  any and all  liability  of the  insured  with  respect to the
Premises or arising  from the  maintenance,  use or  occupancy  thereof All such
insurance shall  specifically  insure the performance by Tenant of the indemnity
agreement  as to  liability  for  injury to or death of  persons  and loss of or
damage to property contained in Article 16 hereof.  Said insurance shall provide
that  Landlord and its Manager,  although  named as  additional  insureds  shall
nevertheless be entitled to recovery thereunder for any loss suffered by it, its
managers and agents, their officers, directors, partners, servants and employees
by reason of Tenant's negligence.  The insurance by this policy shall be primary
insurance  and  non-contributory  with either the  Landlord's  or its  Manager's
insurance  and  not  participating  with  any  other  available  insurance.  The
liability insurance required to be provided by Tenant shall be applicable to all
claims  incurred  during the term of this Lease,  regardless of when such claims
shall  be first  made  against  Tenant  and/or  Landlord.  Should  any  required
liability  insurance be written on a claims-made basis, Tenant shall continue to
provide  evidence of such coverage  beyond the term of this Lease,  for a period
mutually agreed upon by Landlord and Tenant at the time of  termination,  but in
no event for a period of less than five  years.  Not more  frequently  than once
each year, if in the opinion of Landlord's lender or of the insurance consultant
retained by Landlord, the amount of liability insurance coverage at that time is
not adequate, Tenant shall increase the insurance coverage as either required by
Landlord's lender or recommended by Landlord's insurance consultant.

         (b)  Tenant's  Property:  Insurance  covering  all  of  Tenant's  trade
fixtures,  merchandise  and  other  personal  property  from time to time in the
Premises in an amount  equal to their full  replacement  cost from time to time,
providing  protection against any peril included within the classification "Fire
and Special Extended  Coverage," or an equivalent  company form. The proceeds of
such insurance shall, so long as this Lease remains in effect, be used to repair
or replace the property damaged or destroyed.

         (c) Worker's Compensation:  Worker's Compensation insurance as required
by the State of California.

         (d) Policy Form: All insurance to be carried by Tenant  hereunder shall
be in  companies,  on forms  and  with  loss  payable  clauses  satisfactory  to
Landlord;  and shall name Landlord,  its managers,  their  officers,  directors,
partners, employees and agents as additional insureds. Each policy shall include
a notice  of  cancellation  to  additional  insured  on the  Additional  Insured
endorsement  providing  that no such  policy  shall  be  materially  changed  or
canceled except upon thirty (30) days advance notice to all additional  insureds
by the issuing company in the event of cancellation or material  change.  Tenant
shall have the right to  maintain  required  insurance  under  blanket  policies
provided  that  Landlord and such parties as Landlord may  reasonably  designate
from  time are  named  therein  as  additional  insureds  and that the  coverage
afforded Landlord will not be reduced or diminished by reason thereof, including
self funded insurance reserves.

         (e) Evidence of  Insurance:  Concurrent  with delivery of possession of
the  Premises  to Tenant,  Tenant  shall  provide  Landlord  with the  following
evidence of insurance:

                  (i) Certificate evidencing that each of the insurance policies
required in  subparagraphs  (a), (b) and (c) above are in full force and effect,
and

                  (ii) A copy of the applicable  provision or  endorsement  from
each of Tenant's policies specifying that Landlord and the parties designated by
Landlord are  additional  insureds,  that the insurer  recognizes  the waiver of
subrogation  set forth in Article 15 hereof,  and that the insurer agrees not to
cancel  or alter  the  policy  without  the  notice  to  Landlord  specified  in
subparagraph (d) above.

         14.2  Subject  to  reimbursement  by Tenant as  provided  in Article 10
herein, Landlord shall obtain and keep in force during the term hereof, a policy
or policies of insurance  covering  loss or damage to the  buildings  (including
Tenant  Improvements) on Landlord's  Parcels,  providing  protection against all
perils included within the classification of fire and special


                                       13
<PAGE>
extended  coverage,  together  with an  endorsement  providing for rental income
insurance  covering  all Rent  payable  by Tenant  for a period  of twelve  (12)
months,  and,  at  Landlord's  sole  option,   Landlord  may  obtain  earthquake
insurance.

         14.3 If Tenant shall fail to procure and maintain any insurance  policy
required  herein,  Landlord may (but shall not be obligated to) procure the same
on Tenant's  behalf,  and the cost of same shall be payable as  Additional  Rent
within five (5) days after written demand therefor by landlord. Tenant's failure
to pay such  Additional  Rent shall  constitute a material breach of this Lease,
and Landlord may, without any further notice, exercise its remedies specified in
Article 25 hereof.

                        ARTICLE 15. WAIVER 0F SUBROGATION

         Any fire and special extended coverage insurance and any other property
damage  insurance  carried by either  party with  respect  to the  Premises  and
property contained in the Premises or occurrences  related to them shall include
a clause or endorsement denying to the insurer rights of subrogation against the
other  party to the  extent  rights  have been  waived by the  insured  prior to
occurrence of damage or loss. Each party, notwithstanding any provisions of this
Lease to the contrary, waives any right of recovery against the other for injury
or  loss  due  to  hazards  covered  by  insurance  containing  such  clause  or
endorsement to the extent that the damage or loss is covered by such insurance.

                        ARTICLE 16. RELEASE AND INDEMNITY

         16.1 Tenant shall indemnify,  defend and hold harmless Landlord against
and from any and all claims, actions, damages, liability and expenses, including
reasonable  attorneys' fees, arising from or out of Tenant's use of the Premises
or from the conduct of its business or from any activity,  work, or other things
done,  permitted  or suffered by the Tenant in or about the Premises or Tenant's
reserved  parking  spaces.  Tenant  shall  further  indemnify,  defend  and hold
Landlord  harmless from any and all claims arising from any breach or default in
the  performance  of any  obligation on Tenant's part to be performed  under the
terms of the Lease,  or arising  from any act or  negligence  of Tenant,  or any
officer, agent, employee, guest, or invitee of Tenant while in the Building, and
from all costs, damages, attorney's fees, and liabilities incurred in defense of
any such claim of any action or proceeding brought thereon, including any action
or proceeding  brought against  Landlord by reason of such claim.  Tenant,  as a
material  part of the  consideration  to  Landlord,  hereby  assumes all risk of
damage to property or injury to persons in, upon or about the Premises, from any
cause other than the negligence or willful misconduct of Landlord, its agents or
employees.  Tenant  shall give prompt  notice to Landlord in case of casualty or
accidents in the Premises.

         16.2  Landlord  shall not be liable for  injury or damage  which may be
sustained by the person,  goods,  wares,  merchandise or property of Tenant, its
employees,  invitees  or  customers,  or by any  other  person  in or about  the
Premises  caused by or resulting from fire,  building  vibrations or movement of
floor slab, steam,  electricity,  gas, water or rain which may leak or flow from
or into any part of the Premises, or from the breakage, leakage,  obstruction or
other  defects  of the  pipes,  sprinklers,  wires,  appliances,  plumbing,  air
conditioning  or lighting  fixtures of the same,  whether  said damage or injury
results from  conditions  arising upon the Premises or from other source  except
those injuries or damages caused by Landlord's negligence. Landlord shall not be
liable for any damages  arising  from any act or neglect of any other  tenant of
the Building.

                     ARTICLE 17. INSOLVENCY, ETC. OF TENANT

         17.1 The filing of any  petition in  bankruptcy  whether  voluntary  or
involuntary,  or the  adjudication  of Tenant as bankrupt or  insolvent,  or the
appointment of a receiver or trustee to take possession of all or  substantially
all of  Tenant's  assets,  or an  assignment  by Tenant  for the  benefit of its
creditors,  or any action taken or suffered by Tenant under any State or Federal
insolvency or bankruptcy  act  including,  without  limitation,  the filing of a
petition  for or in  reorganization,  or the  taking or  seizure  under  levy of
execution or attachment of the Premises or any part thereof,  shall constitute a
breach of this Lease by Tenant, and in any one or more of said events this Lease
shall be deemed terminated.


                                       14
<PAGE>
          17.2 Neither this Lease nor any interest  therein or  thereunder,  nor
any estate thereby created in favor of Tenant, shall be an asset of Tenant in or
under any  bankruptcy, insolvency or reorganization proceeding, nor shall any of
the same pass by  operation  of law under any  State or  Federal  insolvency  or
bankruptcy  law to any  trustee,  receiver,  or  assignee  for  the  benefit  of
creditors  or any other  person  whatever  without  Landlord's  express  written
consent.

          17.3 Landlord shall be entitled, notwithstanding any provision of this
Lease to the  contrary,  upon re-entry of the Premises in case of a breach under
this  Article,  to  recover  from  Tenant  as  damages  for loss of the  bargain
resulting from such breach, and not as a penalty,  such amounts as are specified
in Article 25, unless any statute governing the proceeding in which such damages
are to be proved shall lawfully limit the amount  thereof  capable of proof,  in
which later event  Landlord  shall be entitled to recover as and for its damages
the maximum amount permitted under said statute.

                 ARTICLE 18. PERSONAL PROPERTY AND OTHER TAXES

         18.1  Tenant  shall  pay,  before  delinquency,  any and all  taxes and
assessments,  sales, use, business,  occupation or other taxes, and license fees
or other  charges  whatever  levied,  assessed  or  imposed  upon  its  business
operations conducted in the Premises. Tenant shall also pay, before delinquency,
any and  all  taxes  and  assessments  levied,  assessed  or  imposed  upon  its
equipment,  furniture,   furnishings,  trade  fixtures,  merchandise  and  other
personal property in, on or upon the Premises.

         18.2 Tenant  shall pay all taxes and  assessments  levied,  assessed or
imposed on Tenant's trade fixtures and its leasehold improvements, regardless of
whether  such  improvements  were  installed  and/or  paid for by  Tenant  or by
Landlord,  and  regardless of whether or not the same are deemed to be a part of
the Building.

         18.3 Tenant  shall pay (or  reimburse  Landlord  therefor  forthwith on
demand) any excise tax, gross receipts tax, or any other tax however designated,
and whether  charged to  Landlord,  or to Tenant,  or to either or both of them,
which is imposed on or measured by or based on the rentals to be paid under this
Lease, or any estate or interest of Tenant, or any occupancy,  use or possession
of the Premises by Tenant.

         18.4 Nothing  hereinabove  contained in this Article shall be construed
as requiring Tenant to pay any inheritance,  estate, succession, transfer, gift,
franchise, income or profits tax or taxes imposed upon Landlord.

                                ARTICLE 19. SIGNS

         Tenant shall not place,  construct or maintain on the windows, doors or
exterior  walls or roof of the  Premises or any  interior  portions  that may be
visible from the exterior of the  Premises,  any signs,  advertisements,  names,
trademarks or other similar item without  Landlord's consent which consent shall
not be  unreasonably  withheld or delayed so long as the signage Tenant installs
complies with all Legal Requirements and the master sign program for the Center.
Landlord at Tenant's cost, payable immediately to Landlord,  may remove any item
so placed or  maintained  which  does not  comply  with the  provisions  of this
Article. See Addendum A-19.

                      ARTICLE 20. ASSIGNMENT AND SUBLETTING

         20.1 Tenant shall not  voluntarily,  involuntarily,  or by operation of
law assign, transfer,  hypothecate, or otherwise encumber this Lease or Tenant's
interest  therein,  and shall not  sublet  nor  permit  the use by others of the
Premises or any part thereof without first obtaining in each instance Landlord's
written  consent.  If consent is once given by Landlord to any such  assignment,
transfer,  hypothecation  or  subletting,  such  consent  shall not operate as a
waiver  the  necessity  for  obtaining  Landlord's  consent  to  any  subsequent
assignment, transfer, hypothecation or sublease, and no assignment shall release
Tenant from any liability.  Any such assignment or transfer  without  Landlord's
consent  shall be void and shall  option,  constitute a material  breach of this
Lease.  This Lease shall not, nor shall  therein,  be  assignable as to Tenant's
interest by operation of law,  except in the event of an  acquisition of Tenant,
without Landlord's express prior written consent.

              [END OF ABOVE PARAGRAPH IS ILLEGIBLE, CUT OFF ON FAX]


                                       15
<PAGE>
         20.2 The consent of Landlord  required under Paragraph 20.1 above shall
not be unreasonably withheld,  conditioned or delayed.  Should Landlord withhold
its consent for any of the following reasons, the withholding shall be deemed to
be reasonable:

         (a) Conflict or  incompatibility of the proposed use with other uses in
the Building or Center;

         (b) Financial inadequacy of the proposed subtenant or assignee

         (c) A proposed use which would diminish the reputation of the Center or
the other businesses located therein;

         (d) A proposed use whose impact on the common  facilities  of the other
tenants in the Center would be disadvantageous.

         20.3 Each  assignee or  transferee  shall  assume and be deemed to have
assumed this Lease and shall be and remain  liable  jointly and  severally  with
Tenant for the payment of all rents due here under,  and for the due performance
during the term of all the covenants and  conditions  herein set forth by Tenant
to be  performed.  No  assignment  or transfer  shall be effective or binding on
Landlord  unless said assignee or  transferee  shall,  concurrently,  deliver to
Landlord a recordable instrument which contains a covenant of assumption by said
assignee or  transferee;  provided  that a failure or refusal to so execute said
instrument  shall not release or discharge the assignee or  transferee  from its
liability aforesaid.

         20.4 If Tenant is not a publicly traded corporation, or if Tenant is an
unincorporated  association  or a  partnership,  the  transfer,  assignment,  or
hypothecation  or any stock or  interest  in such  corporation,  association  or
partnership in the aggregate of in excess of fifty percent (50%) shall be deemed
an assignment within the meaning of this Article.

         20.5 If Tenant intends to assign this Lease or any interest therein, or
sublet all or any part of the Premises,  Tenant shall give prior written  notice
to  Landlord of each such  proposed  assignment  or  subletting  specifying  the
proposed  assignee or subtenant  and the terms of such  proposed  assignment  or
sublease.  Landlord shall, within thirty (30) days thereafter,  notify Tenant in
writing either,  that (i) it consents (subject to any conditions of consent that
may be imposed by Landlord) or does not consent to such transaction,  or (ii) it
elects to cancel  this Lease in which  event the  parties  would have no further
obligations to each other except with respect to  obligations  which arose prior
to the effective date of termination or which otherwise  survive the termination
of this Lease.

         20.6 In the  event of an  assignment  or  subletting  pursuant  to this
Article 20,  Tenant shall assign to Landlord any and all  consideration  paid to
Tenant  directly or  indirectly  for the  assignment  by Tenant of its leasehold
interest,  and 100% of any and all  subrentals  payable by  sublessees to Tenant
which are in excess of One Dollar and Thirty Eight Cents ($1.38) per square foot
of GLA per month (which  amount shall be increased by the same  percentage  that
Tenant's  initial minimum monthly rent of One Dollar and Seventeen Cents ($1.17)
psf increases pursuant to Exhibit E).

         20.7 Tenant  agrees to  reimburse  Landlord for  Landlord's  reasonable
costs and  attorneys  fees'  incurred  in  connection  with the  processing  and
documentation of any requested assignment, transfer, hypothecation or subletting
of this Lease aforesaid, whether or not such consent is granted.

                     ARTICLE 21. RIGHTS RESERVED BY LANDLORD

          Subject to Tenant's reasonable security requirements,  upon reasonable
prior notice,  Tenant shall permit  Landlord or its agents to enter the Premises
for the purposes of:


                                       16
<PAGE>
         (a) Inspection of the Premises and the equipment therein;

         (b) Making repairs or  improvements to the Premises and/or the building
of which it is a part;

         (c) Performing remodeling, construction or other work incidental to any
portion of the Building or Center, including,  without limitation,  the premises
of another tenant adjacent to, above or below the Premises.

         (d)  Showing  the  Premises  to persons  wishing to  purchase or make a
mortgage loan upon the same;

         (e) Posting notice of non-responsibility;

         (f)  Posting  "For Lease"  signs and  showing  the  Premises to persons
wishing to rent the Premises  during the last six (6) months of the term of this
Lease.

         Landlord further reserves the right to install,  maintain, use, replace
and relocate  ducts,  wires or conduits,  supports and pipes  through,  under or
above the  Premises in  locations  which will not  unreasonably  interfere  with
Tenant's use of the Premises.

                         ARTICLE 22. CONSENT OF LANDLORD

         Whenever Landlord's consent or approval is required prior to any action
under this Lease,  in no event shall Landlord be liable in monetary  damages for
withholding  its consent or approval  unless Tenant proves the same to have been
withheld maliciously or in bad faith.

                    ARTICLE 23. RIGHT OF LANDLORD TO PERFORM

         All covenants to be performed by Tenant hereunder shall be performed by
Tenant at its sole cost and expense and without any  abatement of any rent to be
paid hereunder.  If Tenant shall fail to pay any sum, other than rent,  required
to be paid by it or  shall  fail to  perform  any  other  act on its  part to be
performed,  and such failure shall continue  beyond the applicable  grace period
set forth in  Article  25,  Landlord  may (but  shall not be  obligated  to) and
without waiving or releasing Tenant from any of its  obligations,  make any such
payment or perform any such other act on Tenant's  part to be made or  performed
as herein  provided.  All sums so paid by Landlord and all necessary  incidental
costs,  together  with  interest  at the lesser of 1.5% per month or the maximum
lawful rate per annum from the date of such payment by Landlord shall be payable
by Tenant as  Additional  Rent  within  five (5) days after  Landlord's  written
demand therefor. Tenant's failure to pay such Additional Rent shall constitute a
material  breach of this Lease and  Landlord  may,  without any further  notice,
exercise its remedies specified in Article 25 hereof.

                          ARTICLE 24. LANDLORD DEFAULT

         24.1 If Landlord  shall be in default of any  covenant of this Lease to
be performed by it, Tenant,  prior to exercising any right or remedy it may have
against  Landlord  on account  thereof,  shall give  Landlord a thirty  (30) day
written  notice  of  such  default,  specifying  the  nature  of  such  default.
Notwithstanding  anything to the contrary elsewhere in this Lease, Tenant agrees
that if the  default  specified  in said notice is of such nature that it can be
cured by  Landlord,  but cannot with  reasonable  diligence be cured within said
thirty  (30) day period,  then such  default  shall be deemed  cured if Landlord
within said thirty (30) days period shall have  commenced the curing thereof and
shall continue thereafter with all due diligence to cause such curing to proceed
to completion.

         24.2 If Landlord  shall fail to cure a default of any  covenant of this
Lease to be  performed  by it and, as a  consequence  of such  uncured  default,
Tenant shall recover a money judgment against  Landlord,  such judgment shall be
satisfied  solely out of the proceeds of sale  received  upon  execution of such
judgment  against the right,  title and  interest of Landlord in the  Landlord's
Building and its  underlying  realty and out of the rents,  or other income from
said


                                       17
<PAGE>
property  receivable  by  Landlord,  or  out of the  consideration  received  by
Landlord's right, title and interest in said property,  but neither Landlord nor
any partner or joint  venture of  Landlord  shall be  personally  liable for any
deficiency.

         24.3 Tenant agrees to give any publicly recorded mortgagee and/or trust
deed holders ("Mortgagee"),  by registered mail, a copy of any notice of default
served upon the  Landlord,  provided  that prior to such notice  Tenant has been
notified in writing  (by way of Notice of  Assignment  of Rents and  Leases,  or
otherwise)  of the  address of such  Mortgagee.  Tenant  further  agrees that if
Landlord  shall have failed to cure such default within the time provided for in
this Lease,  then the Mortgagee shall have an additional  sixty (60) days within
which to cure such default or if such default  cannot be cured within that time,
then such  additional  time as may be necessary  to cure such  default  shall be
granted if within such sixty (60) days Mortgagee has commenced and is diligently
pursuing the remedies necessary to cure such default (including, but not limited
to, commencement of foreclosure proceedings,  if necessary to effect such cure),
in which event the Lease shall not be  terminated  while such remedies are being
so diligently pursued.

                        ARTICLE 25. DEFAULT AND REMEDIES

         25.1 The occurrence of any of the following shall constitute a material
breach and default of this Lease by Tenant:

         (a) Any  failure by Tenant to pay when due any of the rent  required to
be paid by Tenant hereunder where such failure continues for five (5) days after
the same is due;

         (b) A failure by Tenant to observe and perform any other  provision  of
this Lease to be observed or performed  by Tenant  where such failure  continues
for thirty (30) days after written notice thereof from Landlord;  provided, that
if the nature of such default is such that the same cannot with due diligence be
cured  within  said  period,  Tenant  shall not be deemed to be in default if it
shall  within  said  period  commence  such  during  and  thereafter  diligently
prosecutes the same to completion;

         (c) The abandonment or vacation of the Premises.

         25.2 In the event of any  material  breach and default as  aforesaid by
Tenant,  then in addition to any and all other remedies available to Landlord at
law or in equity,  Landlord shall have the right to  immediately  terminate this
Lease and all rights of Tenant  hereunder by giving  written notice to Tenant of
its election to do so. If Landlord shall elect to terminate this Lease,  then it
may recover from Tenant:

         (a) The  worth at the  time of the  award of the  unpaid  rent  payable
hereunder which had been earned at the date of such termination; plus

         (b) The  worth at the  time of the  award of the  amount  by which  the
unpaid rent which would have been earned after termination and until the time of
the award  exceeds the amount of such rental loss which Tenant proves could have
been reasonably avoided; plus

         (c) The  worth at the  time of the  award of the  amount  by which  the
unpaid rent for the balance of the term after the time of the award  exceeds the
amount of such rental loss which Tenant proves could be reasonably avoided; plus

         (d)  Any  other  amounts  necessary  to  compensate  Landlord  for  all
detriment  proximately  caused by Tenant's  failure to perform  its  obligations
hereunder or which,  in the  ordinary  course of affairs,  would  likely  result
therefrom, and

         (e) At  Landlord's  election,  such other  amounts in addition to or in
lieu of the foregoing as may be permitted by applicable California law from time
to time.

<PAGE>

         25.3 As used in subparagraphs (a) and (b) above, the "worth at the time
of the award" is  computed  by  allowing  interest  at the rate of twelve  (12%)
percent per annum. As used in subparagraph  (c) above, the "worth at the time of
the award" is computed by  discounting  such amount at the discount  rate of the
Federal  Reserve  Bank of San  Francisco  at the time of the award plus one (1%)
percent.

         25.4 In the event of any default  aforesaid by Tenant,  Landlord  shall
also have the right,  with or without  terminating  this Lease,  to re-enter the
Premises and remove all property and persons  therefrom,  and any such  property
may be removed and stored in a public warehouse or elsewhere at the cost and for
the account of Tenant.

         25.5 If Landlord  (in  accordance  with  California  Civil Code Section
1951.4)  shall elect to re-enter as above  provided or shall take  possession of
the Premises pursuant to legal proceedings or pursuant to any notice provided by
law,  and if Landlord  has not elected to  terminate  this Lease,  Landlord  may
continue this Lease and may either recover all rental as it becomes due or relet
the  Premises or any part or parts  thereof for such term or terms and upon such
provisions as Landlord, in its sole judgment,  may deem advisable and shall have
the right to make repairs to and alterations of the Premises.

         25.6 If  Landlord  shall  elect  to relet as  aforesaid,  then  rentals
received by Landlord therefrom shall be applied as follows:

         (a) to the payment of any  indebtedness  other than rent due  hereunder
from Tenant;

         (b) to the  payment of all costs and  expenses  incurred by Landlord in
connection with such reletting;

         (c) to the payment of the cost of any alterations of and repairs to the
Premises; and

         (d) to the payment of rent due and unpaid hereunder and the residue, if
any, shall be held by Landlord and applied in payment of future rent as the same
may become due and payable hereunder.

         In no event shall Tenant be entitled to any excess  rental  received by
Landlord over and above that which Tenant is obligated to pay hereunder.  Should
that  portion of such rentals  received  from such  reletting  during any month,
which is applied to the payment of rent hereunder, be less than the rent payable
hereunder during that month by Tenant,  then Tenant shall pay such deficiency to
Landlord forthwith upon demand, and said deficiency shall be calculated and paid
monthly.  Tenant shall also pay Landlord as soon as ascertained and upon demand,
all costs and expenses  incurred by Landlord in connection  with such  reletting
and in making any such  alterations  and  repairs  which are not  covered by the
rentals received from such reletting.

          25.7 No  re-entry  or taking  possession  of the  Premises by Landlord
under this Article  shall be  construed  as an election to terminate  this Lease
unless a written  notice  of such  intention  is given to  Tenant or unless  the
termination   thereof  be  adjudged  by  a  court  of  competent   jurisdiction.
Notwithstanding  any  reletting  without  termination  by  Landlord  because  of
Tenant's  default,  Landlord  may at any  time  after  such  reletting  elect to
terminate this Lease because of such default.

          25.8 Nothing  contained in this Article  shall  constitute a waiver of
Landlord's right to recover damages by reason of Landlord's  efforts to mitigate
the damages to it caused by Tenant's default; nor shall anything in this Article
adversely  affect  Landlord's  right,  as in this Lease elsewhere  provided,  to
indemnification  against  liability  for injury or damage to persons or property
occurring prior to a termination of this Lease.

          25.9  If  Landlord  shall  retain  an  attorney  for  the  purpose  of
collecting  any rental due from Tenant or enforcing  any other  covenant of this
Lease,  Tenant shall pay the  reasonable  fees of such attorney for his services
regardless of the fact that no legal proceeding or action may have been filed or
commenced.


                                       18
<PAGE>
          25.10 Any unpaid rent and any other sums due and payable  hereunder by
Tenant  shall  bear  interest  at  the  lesser of 1.5% per month or the  maximum
lawful rate per annum from the due date and until payment thereof.

          25.11 The terms  "rent" and  "rental" as used herein and  elsewhere in
this Lease shall be deemed to be and mean the Minimum Rent, all Additional Rent,
rental adjustments amid any and all other sums, however designated,  required to
be paid by Tenant hereunder.

          25.12 Tenant  acknowledges  that late payment by Tenant to Landlord of
rent will cause  Landlord to incur  costs not  contemplated  by this Lease,  the
exact amount of such costs being extremely  difficult and  impracticable to fix.
Such costs include,  without limitation,  processing and accounting charges, and
late charges that may be imposed on Landlord by the terms of any encumbrance and
note  secured  by any  encumbrance  covering  the  Premises.  Therefore,  if any
installment of rent due from Tenant is not received by Landlord  within five (5)
days after the date  due,  Tenant  shall pay to Landlord as  additional  rent an
additional  sum of ten  percent (10%) of the overdue rent as a late charge.  The
parties agree that this late charge represents a fair and reasonable estimate of
the  costs  that  Landlord  will  incur by  reason of late  payment  by  Tenant.
Acceptance of any late charge shall not constitute a waiver of Tenant's  default
with respect to the overdue amount,  nor prevent Landlord from exercising any of
the other rights and remedies available to Landlord.

          25.13 If Landlord shall retain a collection  agency for the purpose of
collecting  any  moneys  due  from  Tenant,  Tenant  shall  pay all fees of such
collection agency for their services,

             ARTICLE 26. PRIORITY OF LEASE AND ESTOPPEL CERTIFICATE

          26.1 At Landlord's election, this Lease shall be either superior to or
subordinate  to  any  and  all  trust  deeds,   mortgages,   or  other  security
instruments,  ground leases, or leaseback financing arrangements now existing or
which may hereafter be executed covering the Premises and/or the land underlying
the same or any part or parts of either thereof,  and for the full amount of all
advances  made or to be made  thereunder  together with  interest  thereon,  and
subject to all the  provisions  thereof,  all  without the  necessity  of having
further instruments  executed by Tenant to effectuate the same. Tenant agrees to
execute,  acknowledge and deliver upon request by Landlord any and all documents
or  instruments  which are or may be deemed  necessary  or proper by Landlord to
more fully and certainly  assure the superiority or the  subordination  of this
Lease and to any such trust  deeds,  mortgages  or other  security  instruments,
ground  leases,  or  leasebacks.  Provided,  that if this  Lease  shall  be made
subordinate to any future security instrument,  any person or persons purchasing
or otherwise acquiring any interest at a foreclosure sale under said trust deed,
mortgages or other security instruments, or by termination of said ground leases
or  leasebacks,  shall  continue this Lease in full force and effect in the same
manner as if such person or persons  had been named as Landlord  herein and this
Lease shall  continue in full force and effect as  aforesaid,  and Tenant  shall
automatically  become the tenant of  Landlord's  successor in interest and shall
attorn  to said  successor  in  interest.  Tenant  hereby  irrevocably  appoints
Landlord  as its  attorney-in-fact,  coupled  with an  interest  to execute  and
deliver,  for and in the name of Tenant, any document or instrument provided for
in this  Article.  The words  "person" and "persons" as used herein or elsewhere
in  this Lease shall mean  individuals,  partnerships,  firms,  associations and
corporations.

          26.2  Tenant  shall  at any  time  and  from  time  to  time  execute,
acknowledge  and  deliver to  Landlord,  within  ten (10) days after  Landlord's
request therefor, a written statement certifying as follows:

         (a) that this  Lease is  unmodified  and in full force (or if there has
been  modification  thereof,  that the same is in full  force  as  modified  and
stating the nature thereof);

         (b) that to the best of its knowledge, there are no uncured defaults on
the part of Landlord or matters  which,  upon the passage of time and the giving
of notice,  or both,  would constitute a default or breach by Tenant (or if such
exist, the specific nature and extent);

         (c) that no claims or defenses exist on the part of Tenant or no events
exist that would constitute a basis for such claim or defense (or if such exist,
the specific nature and extent);


                                       19
<PAGE>
         (d) the date to which any rents  and  other  charges  have been paid in
advance, if any;

         (e) such other matters which are reasonably  requested by Landlord with
respect to the Lease and its status, including status of construction; and

         (f) that Tenant will not enter into any agreements or  modification  of
the Lease without the prior written consent of the lender specified by Landlord,
provided such consent would not be unreasonably withheld.

         If Tenant  shall fail to execute  and  deliver  any such  statement  to
Landlord  within  ten (10)  days  after  Landlord's  written  request  therefor,
Landlord may, as Tenant's  attorney-in-fact coupled  with  an interest,  execute
said  statement  for and on behalf of Tenant,  and in  Tenant's  name.  Further,
Landlord,  at its option,  may treat same as a material breach and default under
this Lease.

         26.3 At Landlord's election, this Lease shall be subordinate to any and
all encumbrances,  covenants,  restrictions,  conditions and easements of record
now existing or which may hereafter be executed covering the Premises and/or the
land  underlying  the same or any parts thereof  without the necessity of having
further instruments executed by Tenant to effectuate the same.

                            ARTICLE 27. HOLDING OVER

         If,  without the execution of a new lease or written  extension of this
Lease,  and with the  consent  of  Landlord,  Tenant  shall  hold over after the
expiration of the term of this Lease, Tenant shall be deemed to be occupying the
Premises as a tenant from  month-to-month,  which  tenancy may be  terminated as
provided by law.  During said  tenancy,  the minimum rent payable to landlord by
Tenant shall be one hundred fifty  percent  (150%) of the Minimum Rent set forth
in Article 3 of this Lease which is payable  immediately  preceding  the date of
expiration  of this  Lease,  and  upon all of the  other  terms,  covenants  and
conditions set forth in this Lease so far as the same are applicable.

         If Tenant shall  holdover and fail to surrender  the Premises  upon the
termination of this Lease without Landlord's  consent,  in addition to any other
liabilities to Landlord arising therefrom, Tenant shall and does hereby agree to
indemnify and hold Landlord harmless from loss or liability  resulting from such
failure  including,  but not limited to,  claims made by any  succeeding  tenant
founded on such failure.

                               ARTICLE 28. NOTICES

         All  notices,  approvals,  demands,  consents  or other  communications
required or  permitted  under this Lease shall be in writing and shall be deemed
to have been given when personally served or received by certified mail, postage
prepaid,  or on the next  business day sent by telefax,  Express  Mail,  Federal
Express  or similar  reputable  overnight  delivery  service,  addressed  to the
appropriate party at the address indicated next to each party's signature below.

                                ARTICLE 29. LIENS

         29.1  Tenant  shall  pay all  costs for work done by it or caused to be
done by it in the Premises,  specifically  including  Tenant's  Work, and Tenant
shall keep the  Premises and the Center free and clear of all  mechanics'  liens
and other liens of account or work done for Tenant or persons claiming under it.
Tenant  agrees  to and  shall  indemnify  and  hold  Landlord  harmless  against
liability,  loss,  damage,  costs,  attorneys'  fees,  and any other expenses on
account of claims of liens of  laborers or  materialmen  for work  performed  or
materials or supplies furnished for Tenant or persons claiming under it.  If any
such lien shall attach to the Premises or the Center, Tenant shall promptly, and
in any event  within  twenty (20) days  thereafter,  discharge it as a matter of
record.  If necessary to accomplish same, Tenant shall furnish and record a bond
to insure the protection of Landlord,  the Premises,  and the Center  (including
all buildings  located thereon or of which they form a part) from loss by virtue
of any such lien.

         29.2 Any  bond  furnished  by  Tenant  pursuant  to the  provisions  of
Paragraph  29.1  above  shall be a lien  release  bond  issued by a  corporation
authorized  to issue surety bonds in the State of  California in an amount equal
to one and one-half the amount of such claim of lien. The bond shall


                                       20
<PAGE>
meet the  requirements  of Civil Code  section  3143 and shall  provide  for the
payment of any sum that the  claimant  may recover on the claim,  together  with
said lien claimant's costs of suit if he recovers therein.

         29.3 If Tenant shall not have paid a charge for which a mechanics' lien
claim has been filed, and Tenant shall not have discharged same of record within
the time  permitted  by  Paragraph  29.1 above,  Landlord  may (but shall not be
obligated  to) pay said  claim and any costs,  and the amount so paid,  together
with  reasonable  attorneys'  fees  incurred in  connection  therewith  shall be
payable by Tenant to  Landlord  as  Additional  Rent  within five (5) days after
written demand  therefor.  Tenant's  failure to pay such  Additional  Rent shall
constitute  a material  breach of this  Lease,  and  Landlord  may,  without any
further notice, exercise its remedies specified in Paragraph 25 hereof.

         29.4 Tenant shall,  at least ten (10) days prior to commencing any work
which might result in a lien as aforesaid,  give Landlord  written notice of its
intention to commence such work, to enable  Landlord to post,  file and record a
legally effective notice of non-responsibility.  Landlord or its representatives
shall  have the right to enter into the  Premises  and  inspect  the same at all
reasonable  times, and shall have the right to post and keep posted thereon said
notices of non-responsibility and such other notices as Landlord may deem proper
to protect its interest therein.

                           ARTICLE 30. QUIET ENJOYMENT

         Landlord  agrees  that  Tenant,  upon  payment  of  the  Minimum  Rent,
Additional  Rent,  and all other sums and charges  required to be paid by Tenant
hereunder,  and  the due  and  punctual  performance  of all of  Tenant's  other
covenants and obligations under this Lease, shall have the quiet and undisturbed
possession of the Premises.

                           ARTICLE 31. ATTORNEYS' FEES

         Should either party hereto  institute any action or proceeding in court
to enforce  any  provision  hereof or for  damages or for  declaratory  or other
relief  hereunder,  the  prevailing  party shall be entitled to receive from the
losing party,  in addition to court costs,  such amount as the court may adjudge
to be  reasonable as attorneys'  fees for services  rendered to said  prevailing
party,  and said  amount may be made a part of the  judgment  against the losing
party.

                            ARTICLE 32. MISCELLANEOUS

         32.1  Nothing  contained  in this Lease shall be deemed or construed as
creating a partnership or joint venture  between  Landlord and Tenant or between
Landlord and any other party, or cause Landlord to be in any manner  responsible
for the debts or  obligations  of Tenant,  or any other party.  The covenants in
this Lease are made  between the parties to the Lease and shall not be deemed or
construed as creating any rights in any other party claiming to be a third party
beneficiary of this agreement.

         32.2 If any  provision of this Lease shall be  determined to be void or
voidable by any court of competent  jurisdiction  such  determination  shall not
affect any other  provision  of this Lease and all such other  provisions  shall
remain  in  effect.  It is the  intention  of the  parties  hereto  that  if any
provision  of this  Lease is capable of two  constructions,  one of which  would
render the  provision  void or voidable  and the other of which would render the
provision  valid,  then the  provision  shall have the meaning  which renders it
valid.

         32.3 If Tenant  hereunder is a corporation or partnership,  the parties
executing this Lease on behalf of Tenant represent and warrant to Landlord that:
they are  authorized  to enter into this  Lease;  this Lease is  executed in the
usual course of business of Tenant and that neither the  corporate  Articles nor
Bylaws of Tenant or any  partnership  agreement  of Tenant,  as the case may be,
require the consent of its  shareholders  or partners,  as applicable,  thereto;
Tenant is a valid and existing  corporation or partnership,  as applicable;  all
things  necessary  to qualify  Tenant to do  business  in  California  have been
accomplished prior to the date of this Lease; all franchise and other taxes have
been  paid to the date of this  Lease;  all  forms,  reports,  fees,  and  taxes
required to be filed or paid by Tenant in compliance  with  applicable laws will
be filed and paid when due.


                                       21
<PAGE>
         32.4 The entire  agreement  between the parties  hereto is set forth in
this Lease,  and any agreement  hereafter  made shall be  ineffective to change,
modify,  alter or discharge  it in whole or in part unless such  agreement is in
writing and signed by both parties hereto.  It is further  understood that there
are no oral agreements between the parties hereto affecting this Lease, and that
this  Lease   supersedes   and  cancels  any  and  all  previous   negotiations,
arrangements,  brochures,  agreements and  understandings,  if any,  between the
parties  hereto or  displayed  by Landlord to Tenant with respect to the subject
matter of this Lease,  and none of the same shall be  available  to interpret or
construe this Lease.  All  negotiations  and oral agreements  acceptable to both
parties hereto have been merged into and are included in this Lease.

         32.5  Landlord  reserves  the  absolute  right  to  effect  such  other
tenancies  in the  Center  as  Landlord  shall  determine  to best  promote  the
interests of the  Building.  Tenant does not rely on the fact nor does  Landlord
represent that any specific tenant or number of tenants shall during the term of
this Lease occupy any space in any Center.

         32.6 The laws of the State of  California  shall  govern the  validity,
performance and  enforcement of this Lease.  Should either party institute legal
suit or action for enforcement of any obligation  herein,  it is agreed that the
venue of such suit or action shall be in Alameda County,  California, and Tenant
expressly consents to Landlord's  designating Alameda County as the venue of any
such suit or action.

         32.7 A waiver  of any  breach or  default  shall not be a waiver of any
other breach or default. Landlord's consent to or approval of, any act by Tenant
requiring  Landlord's consent or approval shall not be deemed to waive or render
unnecessary  Landlord's  consent to or approval of any subsequent similar act by
Tenant. The acceptance by Landlord of any rental or other payments due hereunder
with  knowledge  of the breach of any of the  covenants  of this Lease by Tenant
shall not be  construed as a waiver of any such breach.  The  acceptance  at any
time or times by Landlord of any sum less than that which is required to be paid
by Tenant shall,  unless Landlord  specifically  agrees otherwise in writing, be
deemed to have been received only on account of the  obligation  for which it is
paid,  and shall not be deemed an accord and  satisfaction  notwithstanding  any
provisions  to the  contrary  written on any check or  contained  in a letter of
transmittal.

         32.8 Any prevention,  delay or stoppage due to strikes, lockouts, labor
disputes,  acts of God,  inability to obtain  labor or  materials or  reasonable
substitutes therefore, failure of power, governmental restrictions,  regulations
or controls,  enemy or hostile governmental action, riot, civil commotion,  fire
or other casualty,  inclement weather beyond seasonal norm and other causes of a
like nature  beyond the  reasonable  control of the party  obligated to perform,
shall  excuse  the  performance  by such  party  for a period  equal to any such
prevention,  delay or stoppage, except that Tenant's obligations to pay Rent and
any other sums or charges  specifically  due and payable  pursuant to this Lease
shall not be affected thereby, except as expressly provided in Section 12.5.

         32.9 The term  "Landlord" as used in this Lease, so far as covenants or
obligations on the part of Landlord are concerned,  shall be limited to mean and
include only the owner or owners at the time in question of the Premises, and in
the event of any transfer or transfers of title thereto,  Landlord  herein named
(and in case of any subsequent transfers or conveyances, the then grantor) shall
be automatically  freed and relieved from and after the date of such transfer or
conveyance  of all  liability as respects the  performance  of any  covenants or
obligations hereunder of the part of Landlord to be performed thereafter.

         32.10  Although the printed  provisions of this Lease were prepared and
drawn by  Landlord,  this  Lease  shall not be  construed  either for or against
Landlord or Tenant,  but its  construction  shall be at all times in accord with
the general tenor of the language so as to reach a fair and equitable result.

         32.11 Landlord shall have the right to relocate the Premises to another
portion of the Building upon thirty (30) days prior written notice to Tenant. If
notice is given at any time after the date Landlord  delivers  possession of the
Premises to Tenant,  the cost of Tenant's move shall be at Landlord's  sole cost
and expense.


                                       22
<PAGE>
                                ADDENDUM TO LEASE

A-2.l  Options to Renew.

         Provided Tenant is not in material default of this Lease on the date of
exercise of the option or at the  expiration  of the initial  term and  provided
further that Tenant has not assigned this Lease, Tenant shall have the option to
extend the initial lease term for, two (2) additional,  successive terms of five
(5) years each (each an "Option Term").  Tenant shall exercise the option, if at
all, by  delivering  to Landlord  written  notice of the exercise no sooner than
fifteen (15) months nor later than twelve (12) months prior to the expiration of
the initial Lease Term or preceding  Option Term, as applicable.  Tenant's right
to exercise each option shall be conditioned upon Tenant  delivering to Landlord
with Tenant's notice of exercise,  current financial reports which evidence that
Tenant's financial  condition on the date of exercise is equal to or better than
Tenant's financial condition on the date of execution of this Lease. If Tenant's
financial condition has declined in Landlord's  business judgment,  Landlord may
refuse to accept Tenant's  exercise unless Tenant agrees to additional  security
in amounts,  form and substance  acceptable to Landlord in its business judgment
to secure Tenant's obligations during the applicable Option Term.

         All terms,  provisions,  conditions  and  covenants of this Lease shall
remain in full force and effect  during the Option  Terms,  provided that Tenant
shall have no  additional  option  periods and the Base Rent payable  during the
first Lease Year of each Option Term (and for increases  during the Option Term,
as  applicable)  shall be the market rate then  prevailing  as projected for the
commencement  of the applicable  Option Term,  for premises  comparable in size,
quality and location in comparable  class  R&D/Office  buildings  throughout the
Tri-Valley/Livermore  area taking into account all relevant factors (the "market
rent").  Minimum  Rent for the  Option  Term  shall be  determined  prior to the
commencement of the applicable Option Term in the following manner:

         If  Landlord  and Tenant are unable to agree on the market  rent within
sixty (60) days after Tenant  gives  notice of its exercise of the option,  then
the monthly  Minimum Rent payable  during the option term shall be determined by
appraisal in the following manner:

         If Landlord and Tenant can agree on a single  appraiser,  then the rate
set by such appraiser  shall be the Minimum Rent. If the parties cannot agree on
a single  appraiser,  then each  party,  by giving  written  notice to the other
party,  shall  appoint as an appraiser  an  experienced  commercial  real estate
appraiser in the area in which the Premises are located.  Said appointment shall
be made  within ten (10) days  following  the  expiration  of the sixty (60) day
period aforesaid, and if one of the parties does not appoint an appraiser within
that time, the single  appraiser named shall be the sole appraiser and shall set
the monthly Minimum Rent.

         If the two  appraisers  are  appointed as provided  herein,  each shall
independently  prepare an estimate of the market rate within sixty (60) days. If
the higher of the two estimates so determined is within ten percent (10%) of the
lower  estimate,  then the monthly  Minimum Rent to be paid by Tenant during the
option term shall be the average of the amounts determined by the appraisers. If
the difference  between the two estimates exceeds ten percent (10%) of the lower
one,  the  two   appraisers   shall  select  a  third   appraiser   meeting  the
qualifications  set forth  hereinabove  within ten (10) days thereafter who will
likewise independently estimate the market rate within sixty (60) days after the
appointment.  The  average  of the two  closest  appraisals  shall be set as the
monthly Minimum Rent.

         Each party shall pay the fees of the appraiser  appointed by such party
and the parties  will share  equally the fees of any third  appraiser  appointed
pursuant to this Section A-2.1.

         Notwithstanding  the above,  in no event shall the monthly Minimum Rent
for the first  year of the  Option  Term be less than that in effect  during the
last full month of the


                                        1
<PAGE>
initial term. Further, commencing with the second year of the Option Term and on
the first day of each Lease Year during the Option Term thereafter,  the monthly
Minimum  Rent then in effect  shall be increased by 5%. The Minimum Rent payable
by Tenant  during the Option  Term  shall be in  addition  to all other sums and
charges payable by Tenant under the terms of this Lease

         Tenant  acknowledges  that the Option  granted  herein is  personal  to
Tenant and may not be assigned with an assignment of this Lease.

A-19 Signage.  Tenant's  signage of the Premises must be in accordance  with the
City approved master sign program for the project. The program provides 2' x 16'
signage  areas  at each  entry  structure  and a 2'6" x 5'0"  signage  area on a
monument at the street in front of each  building.  Tenant's  corporate logo and
tradestyle  are  permitted to be used in accordance  with the  parameters of the
sign program.  Any  additional  signage  outside the scope of the master signage
program  shall  be  subject  to the  approval  of the  Landlord  and the City of
Livermore.


                                        2
<PAGE>
                                    EXHIBIT C

                                   WORK LETTER

   This  Work  Letter  sets  forth  the terms  and  conditions  relating  to the
construction of the Premises.

                                    SECTION 1

                      INITIAL CONSTRUCTION IN THE PREMISES

1.1 Base Building.  Landlord shall  construct the "Base  Building" at Landlord's
sole cost and expense;  provided  that any  modifications  to the Base  Building
required by the Tenant  Improvement  Work described  below shall be deemed to be
Tenant  Improvements.  The Base Building work is generally  described as follows
and shall be  constructed  in  accordance  with the plans for such  improvements
listed on the Plan List attached to this Exhibit C:

         a) Fully enclosed tilt-up  concrete  building(s) with 5" thick concrete
slab and grade doors as shown on the construction drawings;

         b) Water and gas service stubbed into building;

         c) A sanitary sewer gut line as shown on the construction drawings;

         d) 2000 amp, 480/277 volt, 3 phase electrical  service with main switch
in the electrical room;

         e) Four (4) 4" telephone conduits and 8' x 8' plywood terminal board in
the electrical room;

         f) Fire sprinklers at roof to meet ordinary hazard standard.

1.2  Parcel  4  Improvements.  Landlord   shall  construct  the  following  site
improvements  on Parcel 4 at Landlord's  sole cost and expense:  site  concrete,
asphalt paving, striping, exterior lighting, site utilities and landscaping. The
Parcel 4 improvements shall be constructed in accordance with the plans for such
improvements listed on the attached Plan List.

1.3 Landlord's Work.  "Landlord's Work" shall mean all work to be constructed by
Landlord  described in Sections 1.1 and 1.2 above. The Base Building work within
the  Premises  shall  be  deemed  to be  substantially  completed  when the work
described  in Section  1.1 above  with  respect  to the  portion  of  Building 4
comprising  the  Premises has been  completed,  subject only to minor punch list
items which do not prevent  Tenant from  commencing  construction  of its Tenant
Improvements.

1.4  Tenant's  Work.  Tenant shall  construct  "Tenant's  Work" in the Premises.
"Tenant's  Work" will include  designing,  providing and  installing  all Tenant
Improvements and providing the required furnishings,  fixtures and equipment for
Tenant's  use of  the  Premises.  As  used  in  this  Lease,  the  term  "Tenant
Improvements"  shall mean all improvements to the Premises which are not part of
the Base  Building  described in Section 1.1 above.  Tenant shall  construct the
Tenant  Improvements  in accordance  with all applicable  laws and the plans and
specifications  to be  prepared by Tenant and  approved by Landlord  pursuant to
Section 2 below.  Tenant's Work shall be  constructed by Tenant at its sole cost
and  expense.   Tenant  shall  commence  its  construction  promptly  after  the
Commencement Date and thereafter shall diligently complete the same.

                                    SECTION 2

                            TENANT IMPROVEMENT PLANS

2.1  Architect/Construction  Plans. Tenant shall retain an architect approved by
Landlord  (the  "Architect")  to prepare the  construction  plans for all Tenant
Improvements to be constructed in the Premises.  Tenant shall retain engineering
consultants  (the  "Engineers")  approved  by


                                       1
<PAGE>
Landlord to prepare all plans and engineering  working drawings  relating to the
structural,  HVAC, electrical,  plumbing, life safety, and sprinkler work in the
Premises  which is not part of the Base  Building.  The final  working plans and
drawings to be prepared by Architect and the Engineers  hereunder shall be known
collectively as the "Tenant  Improvement  Plans".  All Tenant  Improvement Plans
shall  comply  with the  drawing  format and  specifications  as  determined  by
Landlord,  and shall be subject to  Landlord's  approval.  Tenant and  Architect
shall  verify,  in the field,  the  dimensions  and  conditions  as shown on the
relevant  portions of the Base Building Plans, and Tenant and Architect shall be
solely  responsible for the same, and Landlord shall have no  responsibility  in
connection  therewith.  Landlord's review of the Tenant Improvement Plans as set
forth in this  Section 2, shall be for its sole  purpose and shall not  obligate
Landlord to review the same, for quality,  design, code compliance or other like
matters.  Accordingly,  notwithstanding  that any Tenant  Improvement  Plans are
reviewed  by  Landlord  or  its  architect,   engineers  and  consultants,   and
notwithstanding  any advice or  assistance  which may be  rendered  to Tenant by
Landlord or Landlord's  architect,  engineers,  and consultants,  Landlord shall
have  no  liability   whatsoever  in  connection  therewith  and  shall  not  be
responsible  for any  omissions or errors  contained  in the Tenant  Improvement
Plans,  and Tenant's  waiver and indemnity set forth in Section 16 of this Lease
shall specifically apply to the Tenant Improvement Plans.

2.2 Final Design  Drawings.  Tenant and the  Architect  shall  prepare the final
design  drawings  and  specifications  for Tenant  Improvements  in the Premises
(collectively,  the  "Final  Design  Drawings")  and shall  deliver  the same to
Landlord for  Landlord's  approval.  The Final Design  Drawings  shall include a
layout and  designation  of all  offices,  rooms and other  partitioning,  their
intended  use,  and  equipment  to be  contained  therein.  Landlord may request
clarification  or more  specific  drawings for special use items not included in
the Final Design Drawings. Landlord shall advise Tenant within five (5) business
days after  Landlord's  receipt of the Final Design Drawings for the Premises if
the same are  unsatisfactory  or  incomplete  in any  respect.  If  Tenant is so
advised,  Tenant shall promptly cause the Final Design Drawings to be revised to
correct any deficiencies or other matters Landlord may reasonably require.

2.3 Final  Working  Drawings.  After the Final Design  Drawings been approved by
Landlord,  Tenant  shall  promptly  cause the  Architect  and the  Engineers  to
complete  the  architectural  and  engineering  drawings for the  Premises,  and
Architect shall compile a fully  coordinated set of  architectural,  structural,
mechanical, electrical and plumbing working drawings in a form which is complete
to allow  subcontractors to bid on the work and to obtain all applicable permits
(collectively,  the  "Final  Working  Drawings")  and shall  submit  the same to
Landlord for Landlord's  approval.  Tenant shall supply  Landlord with three (3)
copies signed by Tenant of such Final Working  Drawings.  Landlord  shall advise
Tenant  within  five (5)  business  days after  Landlord's  receipt of the Final
Working Drawings for the Premises if the same are  unsatisfactory  or incomplete
in any respect.  If Tenant is so advised,  Tenant shall  immediately  revise the
Final Working  Drawings in accordance  with such review and any  disapproval  of
Landlord in connection therewith.

2.4 Approved  Tenant  Improvement  Plans.  The Final Working  Drawings  shall be
approved by Landlord  (the  "Approved  Tenant  Improvement  Plans") prior to the
commencement  of  construction  of the  Premises  by Tenant.  After  approval by
Landlord, Tenant may submit the Approved Tenant Improvement Plans to the City of
Livermore for all applicable building permits. Tenant hereby agrees that neither
Landlord nor  Landlord's  consultants  shall be  responsible  for  obtaining any
building  permit or certificate of occupancy for the Premises and that obtaining
the same shall be Tenant's  responsibility;  provided,  however,  that  Landlord
shall  cooperate  with Tenant in executing  permit  applications  and performing
other ministerial acts reasonably  necessary to enable Tenant to obtain any such
permit or certificate of occupancy. No changes,  modifications or alterations in
the Approved  Tenant  Improvement  Plans may be made  without the prior  written
consent of Landlord,  which consent may not be unreasonably  withheld, hut which
may be conditioned  upon increasing the Letter of Credit  described in Section 4
by an amount equal to any increase in Final Costs due to Tenant's changes.

                                    SECTION 3

                       CONSTRUCTION OF TENANT IMPROVEMENTS


                                       2
<PAGE>
3.1 Tenant's Selection of Contractors.

         3.1.1 The Contractor.  A general contractor shall be retained by Tenant
to construct the Tenant  Improvements.  Such general  contractor  ("Contractor")
shall be subject to Landlord's prior approval.

         3.1.2 Tenant's Agents. All subcontractors,  laborers,  materialmen, and
suppliers  used by  Tenant  (such  subcontractors,  laborers,  materialmen,  and
suppliers,  and the Contractor to be known  collectively  as "Tenant's  Agents")
must  be  approved  in  writing  by  Landlord,   which  approval  shall  not  be
unreasonably  withheld or delayed.  If Landlord does not approve any of Tenant's
proposed subcontractors laborers,  materialmen or suppliers, Tenant shall submit
other proposed subcontractors, laborers, materialmen or suppliers for Landlord's
written   approval.   Notwithstanding   the   foregoing,   Tenant  shall  retain
subcontractors  designated  by  Landlord  in  connection  with  any  structural,
mechanical,  electrical,  plumbing or heating,  air-conditioning  or ventilation
work to be performed in the Premises.

3.2 Construction of Tenant Improvements by Tenant's Agents.

         3.2.1 Construction  Contract;  Cost Budget. Prior to Tenant's execution
of the  construction  contract  and  general  conditions  with  Contractor  (the
"Contract"),  Tenant shall  submit the  Contract to Landlord  for its  approval,
which  approval  shall not be  unreasonably  withheld or  delayed.  Prior to the
commencement of the  construction of the Tenant  Improvements,  and after Tenant
has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord
with a detailed  breakdown,  by trade,  of the total costs ("Tenant  Improvement
Costs") to be  incurred  or which have been  incurred,  in  connection  with the
design and construction of the Tenant  Improvements to be performed by or at the
direction of Tenant or the  Contractor,  which costs form a basis for the amount
of the Contract.

         3.2.2 Tenant's Agents.

                  A.  Landlord's  General  Conditions  for  Tenant's  Agents and
Tenant  Improvement  Work.  Tenant's and Tenant's  Agent's  construction  of the
Tenant Improvements shall comply with the following: (i) the Tenant Improvements
shall be constructed in strict  accordance with the Approved Tenant  Improvement
Plans;  (ii) Tenant's Agents shall submit  schedules of all work relating to the
Tenant's  Improvements  to  Contractor  and  Contractor  shall,  within five (5)
business days of receipt  thereof,  inform  Tenant's Agents of any changes which
are  necessary  thereto,  and Tenant's  Agents  shall  adhere to such  corrected
schedule;  and (iii)  Tenant  shall  abide by all rules  made by  Landlord  with
respect to storage of materials,  coordination  of work with the  contractors of
other  tenants and Landlord,  and any other matter in connection  with this Work
Letter,   including,   without  limitation,   the  construction  of  the  Tenant
Improvements.

                  B. Indemnity.  Tenant's  indemnity of Landlord as set forth in
Section  16.1 of this Lease shall also apply with  respect to any and all costs,
losses,  damages,  injuries  and  liabilities  related  in any way to any act or
omission of Tenant or Tenant's Agents, or anyone directly or indirectly employed
by any of them, or in connection with Tenant's non-payment of any amount arising
out of the Tenant Improvements and/or Tenant's disapproval of all or any portion
of any request for payment.  Such  indemnity by Tenant,  as set forth in Section
16.1 of this Lease, shall also apply with respect to any and all costs,  losses,
damages,  injuries and liabilities related in any way to Landlord's  performance
of any ministerial  acts  reasonably  necessary (i) to permit Tenant to complete
the Tenant Improvements, and (ii) to enable Tenant to obtain any building permit
or certificate of occupancy for the Premises.

                  C.  Requirements of Tenant's  Agents.  Each of Tenant's Agents
shall  guarantee  to Tenant and for the benefit of Landlord  that the portion of
the  Tenant  Improvements  for  which it is  responsible  shall be free from any
defects in workmanship  and materials for a period of not less than one (1) year
from  the  date  of  completion  thereof.  Each  of  Tenant's  Agents  shall  be
responsible for the replacement or repair,  without  additional  charge,  of all
work done or  furnished  in  accordance  with its  contract  that  shall  become
defective  within one (1) year after the later to occur of (i) completion of the
work  performed  by  such  contractor  or  subcontractors  and  (ii)  the  Lease
Commencement Date. The correction of such work shall include, without additional
charge,  all additional  expenses and damages  incurred in connection  with such
removal


                                       3
<PAGE>
or  replacement  of all or any  part  of the  Tenant  Improvements,  and/or  the
Building and/or common areas that may be damaged or disturbed thereby.  All such
warranties or guarantees  as to materials or  workmanship  of or with respect to
the Tenant  Improvements  shall be contained in the Contract or subcontract  and
shall be written  such that such  guarantees  or  warranties  shall inure to the
benefit of both Landlord and Tenant,  as their respective  interests may appear,
and can be directly enforced by either. Tenant covenants to give to Landlord any
assignment  or other  assurances  which maybe  necessary to effect such right of
direct enforcement.

                  D. Insurance Requirements.

                           1.  General Coverages. All of Tenant's  Agents  shall
carry  worker's   compensation   insurance  covering  all  of  their  respective
employees,  and shall also carry public liability insurance,  including property
damage,  all with  limits,  in form and with  companies  as are  required  to be
carried by Tenant as set forth in Article 14 of this Lease.

                           2. Special  Coverage.  Tenant shall carry  "Builder's
All Risk" insurance in an amount approved by Landlord  covering the construction
of the Tenant Improvements, and such other insurance as Landlord may require, it
being  understood  and agreed that the Tenant  Improvements  shall be insured by
Landlord pursuant to Article 14 of this Lease upon completion thereof.  Tenant's
policy of Builder's  All Risk  insurance  shall be in amounts and shall  include
such extended  coverage  endorsements as may be reasonably  required by Landlord
including, but not limited to, the requirement that all of Tenant's Agents shall
carry Excess Liability and Products and Completed  Operation Coverage insurance,
each in amounts not less than $1,000,000 per incident,  $2,000,000 in aggregate,
and in form and with  companies  as are  required to be carried by Tenant as set
forth in Article 14 of this Lease.

                           3.  General  Terms.  Certificates  for all  insurance
carried  pursuant to this Section 3.2.2(D) shall be delivered to Landlord before
the  commencement  of  construction  of the Tenant  Improvements  and before the
Contractor's  equipment is moved onto the site.  All such  policies of insurance
must contain a provision that the company writing said policy will give Landlord
thirty  (30) days'  prior  written  notice of any  cancellation  or lapse of the
effective date or any reduction in the amounts of such  insurance.  In the event
that the Tenant  Improvements  are damaged by any cause during the course of the
construction thereof,  Tenant shall immediately repair the same at Tenant's sole
cost and expense.  Tenant's Agents shall maintain all of the foregoing insurance
coverage in force until the Tenant Improvements are fully completed and accepted
by Landlord,  except for any Products and Completed Operation Coverage insurance
required by Landlord,  which is to be  maintained  for ten (10) years  following
completion  of the work and  acceptance  by Landlord  and Tenant.  All  policies
carried under this Section  3.2.2(D) shall insure Landlord and Tenant,  as their
interests may appear, as well as Contractor and Tenant's Agents.  All insurance,
except  Workers'  Compensation,  maintained  by Tenant's  Agents shall  preclude
subrogation  claims by the  insurer  against  anyone  insured  thereunder.  Such
insurance  shall  provide that it is primary  insurance as respects the Landlord
and  that  any  other   insurance   maintained   by   Landlord   is  excess  and
noncontributing with the insurance required hereunder.  The requirements for the
foregoing  insurance shall not derogate from the provisions for  indemnification
of Landlord by Tenant under Section 3.2.2(B) of this Work Letter.  Landlord may,
in its  discretion,  require Tenant to obtain a lien and completion bond or some
alternate form of security  satisfactory to Landlord in an amount  sufficient to
ensure the lien-free  completion of the Tenant  Improvements and naming Landlord
as a co-obligee.

         3.2.3 Governmental Compliance.  The Tenant Improvements shall comply in
all  respects  with the  following:  (i) all  building  codes and  other  state,
federal, city or quasi-governmental laws, codes, ordinances and regulations,  as
each may apply  according  to the rulings of the  controlling  public  official,
agent or other  person;  (ii)  applicable  standards of the  American  Insurance
Association (formerly, the National Board of Fire Underwriters) and the National
Electrical Code; and (iii) building material manufacturer's specifications.

         3.2.4 Mechanic's  Liens.  Tenant shall keep the Premises and the Center
free and clear of mechanics'  liens arising out of its  construction of Tenant's
Work as  provided  in Article  29. All  provisions  of Article 29 shall apply to
Tenant's Work as if fully set forth into this Work Letter.

         3.2.5 Inspection by Landlord.  Landlord shall have the right to inspect
the Tenant


                                       4
<PAGE>
Improvements at all times,  provided however, that Landlord's failure to inspect
the  Tenant  Improvements  shall  in no  event  constitute  a  waiver  of any of
Landlord's  rights  hereunder  nor shall  Landlord's  inspection  of the  Tenant
Improvements  constitute  Landlord's  approval  of  the  same.  Should  Landlord
disapprove any portion of the Tenant Improvements,  Landlord shall notify Tenant
in writing of such  disapproval  and shall  specify the items  disapproved.  Any
defects  or  deviations  in,  and/or  disapproval  by  Landlord of,  the  Tenant
Improvements  shall be rectified  by Tenant at no expense to Landlord,  provided
however, that in the event Landlord determines that a defect or deviation exists
or  disapproves  of any  matter in  connection  with any  portion  of the Tenant
Improvements  and such defect,  deviation or matter might  adversely  affect the
mechanical,  electrical,  plumbing, heating, ventilating and air-conditioning or
life-safety systems of the Building, the structure or exterior appearance of the
Building  or any other  tenant's  use of such other  tenant's  leased  premises,
Landlord may take such action as Landlord deems  necessary,  at Tenant's expense
and without  incurring  any  liability on  Landlord's  part, to correct any such
defect,  deviation and/or matter,  including,  without  limitation,  causing the
cessation of performance of the  construction of the Tenant  Improvements  until
such time as the defect,  deviation  and/or  matter is corrected  to  Landlord's
satisfaction.

         3.2.6  Meeting.  Commencing  upon the  execution of this Lease,  Tenant
shall hold weekly  meetings at a reasonable  time,  with the  Architect  and the
Contractor  regarding the progress of the preparation of the Tenant  Improvement
Plans and the construction of the Tenant  Improvements,  and Landlord and/or its
agents shall receive  prior notice of,  and shall have the right to attend,  all
such meetings,  and, upon Landlord's  request,  certain of Tenant's Agents shall
attend such meetings.

3.3  Notice of  Completion;  Copy of Record  Set of Plans.  Within ten (10) days
after completion of construction of the Tenant Improvements,  Tenant shall cause
a Notice of  Completion  to be  recorded  in the office of the  Recorder  of the
County of Alameda in accordance with Section 3093 of the Civil Code of the State
of  California  or any  successor  statute,  and shall furnish a copy thereof to
Landlord upon such  recordation.  If Tenant fails to do so, Landlord may execute
and file the same on behalf of Tenant as  Tenant's  agent for such  purpose,  at
Tenant's sole cost and expense.  At the conclusion of  construction,  (i) Tenant
shall cause the  Architect  and  Contractor  (A) to update the Approved  Working
Drawings  as  necessary  to reflect  all changes  made to the  Approved  Working
Drawings during the course of construction,  (B) to certify to the best of their
knowledge  that  the  "record-set"  of mylar  as-built  drawings  are  true  and
correct, which certification shall survive the expiration or termination of this
Lease,  and (C) to deliver to Landlord two (2) sets of copies of such record set
of drawings  within  ninety (90) days  following  issuance of a  certificate  of
occupancy for the Premises,  and (ii) Tenant shall deliver to Landlord a copy of
all warranties,  guaranties,  and operating manuals and information  relating to
the improvements, equipment, and systems in the Premises.

                                    SECTION 4

                                LETTER OF CREDIT

         4.1 Amount.  In order to secure the prompt and faithful  performance by
Tenant  of all of the  obligations  of this  Lease to be kept and  performed  by
Tenant through the Rent Commencement Date, prior to its commencement of Tenant's
Work, Tenant shall  deliver to Landlord an  unconditional,  clean,  irrevocable,
standby  Letter of Credit (the  "Letter of  Credit") in the amount  equal to the
total Final Costs for the construction of the Tenant improvements.

         4.2 Terms;  Form.  The Letter of Credit shall be  substantially  in the
form  specified  in  Exhibit G  attached  hereto  and shall be on the  following
additional terms and conditions:

         (a) Letter of Credit shall be payable on sight with the bearer's  draft
issued  by and drawn on a major  bank or other  financial  institution  which is
defined by ICC  Publication  500 as empowered to issue  Documentary  credits and
Standby Letter of Credit (the "issuing bank") of Tenant's selection,  subject to
Landlord's  reasonable approval.  The Letter of Credit shall state that it shall
be payable against sight drafts presented by Landlord, accompanied by Landlord's
statement  that such drawing is in accordance  with the terms and  conditions of
this Lease; no other document or  certification  from Landlord shall be required
to negotiate the Letter of Credit.


                                       5
<PAGE>
         (b) The Letter of Credit shall be for a term of six (6) months. The fee
for the  maintenance  of the Letter of Credit shall be at Tenant's sole cost and
expense.

         (c)  Following  the  occurrence  of a Material  Default  (as defined in
Section 4.4 below) by Tenant,  Landlord  shall be  entitled to draw  against the
Letter of Credit in the amount required to cure Tenant's default. Further in the
event  that  prior to the Rent  Commencement  Date the  Lease is  terminated  by
Landlord  pursuant to Article 25 due to a default by Tenant,  in addition to any
other  remedies  available  to Landlord at law or in equity,  Landlord  shall be
entitled  to draw down up to  $100,000  from the Letter of Credit to pay for the
demolition  and removal costs of the Tenant  Improvements  constructed by Tenant
prior to the date of termination.

         (d)  Landlord  shall not be required to exhaust  its  remedies  against
Tenant before having  recourse to the Letter of Credit  pursuant to subparagraph
(c) above or to any other  form of  security  held by  Landlord  or to any other
remedy available to Landlord at law or in equity.

         (e) The  Letter  of  Credit  shall  be  transferable  at no  charge  to
Landlord.

         4.3 Reduction of Letter of Credit; Return

         During the construction of the Tenant  Improvements (but not more often
than monthly),  upon Tenant's delivery to Landlord of all of the following:  (i)
evidence  of  payment  of the  Contractor  for costs of work  performed,  (ii) a
statement of the  percentage  of completion  of the Tenant  Improvements  in the
Premises by trade  verified by  Landlord;  and (iii)  executed  mechanic's  lien
releases from Contractor and all  subcontractors  for the work for which payment
was made which  shall  comply with the  appropriate  provisions,  as  reasonably
determined by Landlord, of California Civil Code Section 3262(d), Landlord shall
cause the  Letter of Credit  amount to he  reduced  by the total  amounts  paid;
provided  that in no event  shall the Letter of Credit  amount be reduced  below
$100,000 or 10% of its initial amount, whichever is greater, prior to its return
to Tenant.

         The Letter of Credit  shall be returned to Tenant  within  fifteen (15)
days after the  expiration  of the  statutory  lien  period  following  Tenant's
recording of a Notice of Completion with respect to Tenant's Work; provided that
no liens have been filed during such period and Tenant is not then in default of
any of its obligations under this Lease.

         4.4 Tenant's  Default.  Following the  occurrence of any default in the
payment  by Tenant for any  Tenant  Improvements  when due,  and  provided  such
default is not curred  within ten (10) days after  notice to Tenant (a "Material
Default")  under this Lease by Tenant,  Landlord  may (but shall not be required
to) use,  apply or  retain  all or any part of said  Letter  of  Credit  for the
payment of any amount which  Landlord may spend or become  obligated to spend by
reason of the default,  or to  compensate  Landlord for any other loss or damage
which Landlord has suffered or may suffer by reason of Tenant's default.

                                    SECTION 5

                                  MISCELLANEOUS

         5.1 Tenant's  Representative.  Tenant has designated Michael Carroll as
its sole  representative  with  respect  to the  matters  set forth in this Work
Letter,  who,  until further  notice to Landlord,  shall have full authority and
responsibility to act on behalf of the Tenant as required in this Work Letter.

         5.2 Landlord's Representative. Landlord has designated William Drummond
as its sole  representative  with  respect to the matters set forth in this Work
Letter,  who,  until  further  notice to Tenant,  shall have fill  authority and
responsibility to act on behalf of the Landlord as required in this Work Letter.

         5.3 Tenant Delay.  If there shall be a delay or there are delays in the
substantial completion of the Premises as a direct, indirect,  partial, or total
result of:


                                       6
<PAGE>
                  a.  Tenant's  failure to timely  approve any matter  requiring
Tenant's approval;

                  b. A breach by Tenant of the terms of this Lease;

                  c.  Changes to the base,  shell and core work of the  Building
required by the Approved Plans; or

                  d. Any other acts or  omissions of Tenant,  or its agents,  or
employees;

(each a "Tenant Delay"); then, the dates for Landlord's delivery of the Premises
to Tenant shall be extended and Tenant shall be  responsible  for and  indemnify
and hold  Landlord  harmless from all damages and  additional  costs due to such
Tenant Delay.

         5.4 Time of the  Essence.  Time is of the essence in this Work  Letter.
Unless otherwise  indicated,  all references  herein to a "number of days" shall
mean and refer to calendar  days. In all  instances  where Tenant is required to
approve or deliver an item,  if no written  notice of  approval  is given or the
item is not delivered within the stated time period,  at Landlord's sole option,
at the end of such  period the item shall  automatically  be deemed  approved or
delivered by Tenant and the next succeeding time period shall commence.


                                       7
<PAGE>
                                    EXHIBIT D

                      ACKNOWLEDGEMENT OF COMMENCEMENT DATE

         This  Acknowledgment  of Commencement Date is made as of by and between
the undersigned parties with reference to that certain Lease (the "Lease") dated
as  of  __________________,  by  and  between  Greenville  Investors,  L.P.,  as
"Landlord"  therein,  and Ingenuus  Corporation  as  "Tenant,"  for the premises
located in the Pacific Corporate  Center, in the City of Livermore,  California,
as more  particularly  described in the Lease. All capitalized terms referred to
herein shall have the same meaning defined in the Lease,  except where expressly
provided to the contrary.

          1. Tenant confirms the following:

                  (a)  That  Tenant  acquired  possession  of the  Premises  (as
described in the Lease) on _______________________ that the Premises are in good
order,   condition  and  repair,  and  that  the  improvements  required  to  be
constructed for Tenant by Landlord under this Lease have been so constructed and
are satisfactorily completed in all respects;

                  (b) That  all  conditions  of the  Lease  to be  performed  by
Landlord  prior to the  "Commencement  Date" (as defined in the Lease) have been
satisfied;

                  (c) That in accordance  with the provisions of the Lease,  the
Commencement  Date of the Term, is  ___________________  and that, unless sooner
terminated, the initial term thereof expires on _____________________;

                  (d) The Lease is in full force and effect and  represents  the
entire  agreement  between  Landlord and Tenant  concerning the Premises and the
matters covered by the Lease; and

                  (e) That Tenant has no present right of offset, defense, claim
or recoupment against Landlord under the Lease.

         2. This  Acknowledgment of Commencement Date shall inure to the benefit
of, and bind, the parties hereto,  and their  respective  heirs,  successors and
assigns, subject to the restrictions upon assignment and subletting contained in
the Lease.

         IN WITNESS  WHEREOF,  the parties have executed this Acknowledgment  of
Commencement Date as of the date first above written.

LANDLORD:                                     TENANT:


GREENVILLE INVESTORS, L.P.                    INGENUUS C0RPORATIQN,
a California limited partnership

By: ______________________________            By: ______________________________


Its:______________________________            Its: _____________________________

<PAGE>


                                 PARCEL MAP 7624


                                 [IMAGE OMITTED]




<PAGE>


                                    Exhibit A
                                    Site Plan


                                 [IMAGE OMITTED]



<PAGE>



                                    EXHIBIT F

                            PACIFIC CORPORATE CENTER
                              RULES AND REGULATIONS

         1. The  sidewalks,  passages,  exits and entrances of the Building (the
"Building")  shall not be  obstructed  by  Tenant or used by it for any  purpose
other than for  ingress  and egress  from the  Premises.  The  passages,  exits,
entrances,  elevators and  stairways are not for the use of the general  public,
and Landlord  shall in all cases retain the right to control and prevent  access
thereto of all persons whose  presence in the judgment of the Landlord  would be
prejudicial to the safety,  character,  reputation and interests of the Building
and its tenants,  provided that nothing herein  contained  shall be construed to
prevent such access to persons with whom Tenant  normally  deals in the ordinary
course of its business,  unless such persons are engaged in illegal  activities.
Tenant shall not go upon the roof of the building.

         2. The Premises  shall not be used for lodging or sleeping,  and unless
ancillary to a restaurant or other food service use  specifically  authorized in
Tenant's lease, no cooking shall be done or permitted by Tenant on the Premises,
except that the preparation of coffee,  tea, hot chocolate and similar items for
Tenant and its employees  shall be  permitted.  Tenant shall not cause or permit
any unusual or objectionable odors to be produced on the Premises.

         3. Unless  specifically  provided for in the Lease, all janitorial work
and light bulb replacement for the Premises shall be paid for by the Tenant.

         4. Landlord  retains in all cases the right to prescribe the method and
manner in which any merchandise,  furniture,  iron safe or heavy or bulky object
shall be brought in or taken out of the Building, and the hour at which the same
shall be done,  and further  retain the right to limit and prescribe the weight,
size and  proper  position  thereof.  All  damage  done to the  Building  by the
bringing  in or taking out thereof or by reason of the  presence  thereof in the
Building,  shall be made good and  immediately  paid by Tenant,  by,  through or
under whom the said  damage may have been done.  No iron safe or other  heavy or
bulky object shall be brought into the Building or removed therefrom,  except by
experienced safe men, movers or riggers, authorized in writing by Landlord.

         5. Tenant  shall not use or keep in the  Premises or the  Building  any
kerosene,  gasoline or  flammable or  combustible  fluid or materials or use any
method of heating or air  conditioning  other than that  approved  by  Landlord.
Tenant  shall not use,  keep or permit or suffer the  Premises to be occupied or
used in a manner  offensive or  objectionable  to Landlord or other occupants of
the Building by reason of noise,  odors and/or  vibrations,  or interfere in any
way with other tenants or those having business in the building.

         6. Nothing  shall be placed on the outside of the  Building,  or on the
windows, window-sills or projections without Landlord's prior written approval.

         7. Tenant must, upon Lease  termination,  leave the door and windows in
the demised Premises in the like condition as at the time of taking  possession,
and must then surrender all keys delivered to said Tenant of all doors.

         8. Tenant  shall not bring or keep any animals or birds in or about the
Building.

         9.  In  case  of  invasion,  mob,  riot,  public  excitement  or  other
circumstances  rendering such action advisable in Landlord's  opinion,  Landlord
reserves the right to prevent access to the Building  during the  continuance of
same  by such  action  as  Landlord  may  deem  appropriate,  including  closing
entrances to the Building.

         10.  Tenant  shall  only allow its  employees  to park in such areas as
designated by Landlord.  Vehicles of Tenant and their  employees may be required
to have  identifying  stickers  provided by  Landlord.  Tenant  agrees to assist
Landlord in enforcing parking restrictions and participate in parking regulation
programs.  No overnight parking is permitted in the Center without prior written
permission  from  Landlord.  Vehicles  left  overnight  may be towed at  owner's
expense.  Tenant's  reserved  parking  spaces  must be kept free of engine  oil,
transmission


                                       1
<PAGE>
fluid or any other like spills  from  vehicles.  If notified by Landlord  that a
vehicle of Tenant,  its  employees,  agents or  contractors  has created a spill
Tenant must  immediately  clean it or  Landlord  will have it cleaned and Tenant
will he billed.

         11.  Tenant  shall see that the doors of the  Premises  are  closed and
securely locked at such time as Tenant's employees leave the Premises.

         12. The toilet rooms, toilets,  urinals, wash bowls and other apparatus
shall not be used for any  purpose  or in any other  manner  other than that for
which they were  constructed,  no foreign substance of any kind whatsoever shall
be deposited therein,  and any damage resulting to same from Tenant misuse shall
be paid for by Tenant.

         13. Except with the prior  consent of Landlord,  Tenant shall not sell,
or permit the sale from the  Premises or  use or permit the use of any  sidewalk
area  adjacent  to  the  Premises  for  the  sale  of   newspapers,   magazines,
periodicals,  theater tickets or any other goods, merchandise or service, or for
any business or activity other than that  specifically  provided for in Tenant's
lease.

         14. Except with the prior consent of Landlord, no sales of merchandise,
storage  or any other  business  operation  will be allowed in any of the common
areas or outside of Tenant's premises.

         15.  Tenant  shall  not  install  any  radio  or  television   antenna,
loudspeaker  or other  device  on the  roof or  exterior  walls of the  Building
without Landlord's prior written approval.

         16. If Tenant desires to introduce signaling,  telegraphic,  telephonic
or other wires and  instruments,  Landlord  will direct the  electricians  as to
where and how the same are to be placed, and without such direction, no placing,
boring or cutting for wires will be permitted. Landlord retains in all cases the
right to require the placing and using of such electrical  protecting devices to
prevent the  transmission of excessive  currents of electricity  into or through
the Building as Landlord shall specify and to require compliance by Tenant or by
those  furnishing  service  by or  using  such  wires  or  by  others  with  the
directions,  requirements or rules. Landlord shall have the right to immediately
cut,  displace and prevent the use of such wires.  All wires used by Tenant must
be clearly tagged at the distributing boards and junction-boxes and elsewhere in
the  Building,  with the number of the office to which said wires lead,  and the
purpose for which said wires  respectively  are used,  together with the name of
the  company  operating  same.   The  attaching  of wires to the  outside of the
Building is absolutely prohibited.

         17.  Tenant  shall  not use or allow any of its  vendors  to use in any
space, or in the common areas of the Building, any handtrucks, carts, dollies or
bins except those equipped with rubber tires and wall protecting side guards. No
other  vehicles of any kind shall be brought by Tenant into the Building or kept
in or about the Premises. Further, all repair costs of any damage resulting from
deliveries  to the Premises  shall be at Tenant's  sole cost and  expense.  Fork
lifts must be equipped with pneumatic (soft) tires only. Any other mobile weight
handling  equipment shall have the Landlord's written approval before use in the
building.

         18.  Tenant  shall  store all its trash and garbage  within  designated
trash enclosures.  Any trash not disposed  of in the manner above and determined
and identified as being Tenant's will be properly  disposed of by Landlord,  and
such Tenant shall be  responsible  for all costs for time,  materials  and labor
involved.  Absolutely no household items such as mattresses,  garden  clippings,
furniture,  tires,  batteries,  etc.  shall be disposed of in the  Building.  No
hazardous  material shall be placed in Building's  trash boxes or receptacles or
any  other  materials  if such  material  is of such  nature  that it may not be
disposed of in the ordinary  customary manner of removing and disposing of trash
and garbage in the City of  Livermore  without  being in violation of any law or
ordinance governing such disposal or any requirement or regulation.

         19.  Canvassing,  soliciting,  peddling or distribution of handbills or
any  other  written  material  in the  Center is  prohibited  and  Tenant  shall
cooperate to prevent same.

         20. Landlord may direct the use of all pest extermination and scavenger
contractors at such intervals as Landlord may require.


                                       2
<PAGE>
         21.  Landlord  reserves  the right to select the name of the Center and
the buildings  therein and to make such change or changes of name as it may deem
appropriate  from time to time, and Tenant shall not refer to the Center and the
buildings  therein by any name other than; (i) the names as selected by Landlord
(as same may be changed from time to time) or (ii) the postal address,  approved
by the United  States Post  Office.  Tenant shall not use the name of the Center
and the  buildings  therein  in any  respect  other  than as an  address  of its
operation in the Center without the prior written consent of Landlord.

         22.  At all  times  during  the term of this  Lease,  Tenant  shall not
conduct any going-out-of-business,  fire, bankruptcy,  sidewalk or distress sale
on or about the Premises without Landlord's prior written consent.

         23. All directory  strips and suite door  identification  signs must be
building standard as established by Landlord.

         24.  The   requirements  of  Tenant  will  be  attended  to  only  upon
application  at such  office  location  designated  by  Landlord.  Employees  of
Landlord  shall not  perform any work or do  anything  outside of their  regular
duties unless special  written  instructions  have been given by Landlord to the
employee.

         25. Tenant shall not disturb,  solicit,  or canvass any occupant of the
Building  or Center and shall  cooperate  with  Landlord or Agent of Landlord to
prevent same.

         26.  Tenant is required per the City of  Livermore  Fire Code to have a
fully  serviced  fire  extinguisher(s)  in the Premises in good  working  order,
including a current inspection certificate.

         27.  Landlord may waive any one or more of these Rules and  Regulations
for the  benefit of any  particular  tenant or  tenants,  but no such  waiver by
Landlord shall be construed as a waiver of the Rules and Regulations in favor of
any other tenant or tenants,  or prevent Landlord from thereafter  enforcing any
such Rules and Regulations against any or all of the Tenants in the Building.

         28. Wherever the word "Tenant"  occurs in these Rules and  Regulations,
it is  understood  and agreed that it shall mean  Tenant's  associates,  agents,
clerks,  employees  and  visitors,  Wherever the word  "Landlord"  occurs in the
Rules  and  Regulations,  it  is  understood  and  agreed  that  it  shall  mean
Landlord's assigns, agents, clerks, and employees.

         29.  These Rules and  Regulations  are in addition to, and shall not be
construed  in any way to modify,  alter or amend,  in whole or part,  the terms,
covenants, agreements and conditions of any lease of Premises in the Center.

         30.  Landlord  reserves the right to make such other  reasonable  rules
and  regulations  as in  its judgment  may  from  time to time be  needed to for
safety,  care and  cleanliness of the Center,  and for the  preservation of good
order herein.

         31.  Tenant  shall not exceed the maximum  occupancy of the Premises as
determined by the City of Livermore Fire Marshall.

         32.  Tenant  shall not alter any lock or install any new or  additional
locks  or bolts  on any  doors or  windows  of the  Premises  without  obtaining
Landlord's prior written consent. Tenant shall bear the cost of any lock changes
required by Tenant.  Two keys will be  furnished by Landlord for each entry door
to the Premises.  The suite keys may be duplicated by Tenant, but duplication of
any Building keys are prohibited. Upon termination of the Lease, all keys to the
Premises shall be surrendered to Landlord.

         33. All window  coverings  installed  by Tenant  and  visible  from the
outside of the Building require the prior written approval of Landlord.

         34. Tenant shall park motor vehicles in those general  parking areas as
designated by landlord except for loading and unloading. During those periods of
loading and unloading,  Tenant shall not


                                       3
<PAGE>
unreasonably  interfere  with the traffic flow within the center and loading and
unloading areas of other tenants.

         35.  Business  machines and  mechanical  equipment  belonging to Tenant
which causes noise or vibration  that may be transmitted to the structure of the
Building to such a degree as to be  objectionable  to Landlord or other Building
tenants,  shall be  placed  and  maintained  by Tenant at  Tenant's  expense  on
vibration  eliminators  or  other  devices  sufficient  to  eliminate  noise  or
vibration.

         36. All goods, including material used to store goods, delivered to the
premises of tenant shall be immediately moved into the premises and shall not be
left in the parking or receiving areas overnight.

         37. Tractor trailers which must be unhooked or parked with dolly wheels
on asphalt paving must use steel plates or wood blocks under the dolly wheels to
prevent  damage to the asphalt  paving  surfaces.  No parking or storing of such
trailers  shall be permitted  in the auto parking  areas of the Center or on the
streets adjacent thereto.

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

         39. Tenant shall not permit any animals,  including but not limited to,
any household pets to be brought or kept in or about the Premises,  the Building
or the Center or any of the Common Areas of the foregoing.

         40.  Tenant  shall not  permit any motor  vehicles  to be washed on any
portion of the  premises or in the Common  Areas of the Center nor shall  Tenant
permit  mechanical  work or maintenance of motor vehicles to be performed on any
portion of the premises or in the Common Areas of the Center.