<PAGE>

                                                          EXHIBIT 10.8

                               LEASE AMENDMENT

DATED:   OCTOBER 22, 1996                 
                                          
BETWEEN: PACIFIC REALTY ASSOCIATES, L.P., 
         A DELAWARE LIMITED PARTNERSHIP                               LANDLORD
                                          
AND:     THRUSTMASTER, INC.,              
         AN OREGON CORPORATION                                          TENANT


         By written lease dated March 13, 1996, Tenant leased from landlord 
approximately 22,551 square feet of warehouse and office space located in 
Building E, Evergreen Business Park, 7205 N.W. Evergreen Parkway, Suite 900, 
Hillsboro, Oregon 97124 (hereinafter referred to as the "Premises"). Such 
document is hereinafter referred to as the "Lease." The Lease expires 
September 30, 2003.

         Tenant now wishes to lease an additional approximately 7,500 square 
feet of warehouse space adjacent to and immediately east of the Premises 
(hereinafter referred to as the "First Additional Space") and as further 
described on the attached Exhibit A.

         NOW, THEREFORE, the parties agree as follows:

    1.   The First Additional Space shall become subject to the terms of the 
Lease upon occupancy by Tenant, which is estimated to be November 1, 1996. 
Tenant's total leased area shall increase from approximately 22,551 to 30,051 
square feet of warehouse and office space.

    2.  Base rent shall be according to the following schedule:

<TABLE>
<CAPTION>
                                                        BASE RENT PER MONTH
                                            ------------------------------------------------
PERIOD                                      1ST ADD'L SP          PREMISES          TOTAL
--------------------------------------------------------------------------------------------
<S>                                         <C>                  <C>             <C>
November 1, 1996 through April 30, 1997       $1,388.00          $11,720.00      $13,108.00
--------------------------------------------------------------------------------------------
May 1, 1997 through September 30, 2001        $2,775.00          $11,720.00      $14,495.00
--------------------------------------------------------------------------------------------
October 1, 2001 through September 30, 2003    $2,775.00          $12,895.00      $15,670.00
--------------------------------------------------------------------------------------------
</TABLE>

    3.   Landlord shall, at Tenant's sole cost and expense, remove and 
relocate the existing demising wall between the Premises and the First 
Additional Space. Tenant shall reimburse Landlord the cost of the relocation 
of the demising wall, not to exceed $4,800.00, within ten (10) days of 
Tenant's receipt of a statement from Landlord stating the total cost of the 
relocation of the demising wall.

    4.   Except as expressly modified hereby, all terms of the Lease shall 
remain in full force and effect and shall continue through the existing term.

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement 
on the respective dates set opposite their signatures below, but this 
Agreement on behalf of such party shall be deemed to have been dated as of 
the date first above written.

                                       LANDLORD:

                                       PACIFIC REALTY ASSOCIATES, L.P.,
                                       a Delaware limited partnership

                                       By:  PacTrust Realty, Inc.,
                                            a Delaware corporation,
                                            its General Partner


Date:  10/23 , 1996                          By: /s/ Sam K. Briggs
                                                -----------------------
                                                Sam K. Briggs
                                                Marketing Director

                                       TENANT:

                                       THRUSTMASTER, INC.,
                                       an Oregon corporation

Date: 10/23/96, 1996                   By: /s/ Kent E. Koski
                                          --------------------
                                       Name:   Kent E. Koski
                                             --------------------
                                       Title:  VP - Finance
                                             --------------------

<PAGE>



                                                            EXHIBIT A










                                   [FLOOR PLAN]


<PAGE>

                                     LEASE

DATED:   MARCH 13, 1996                  
                                         
BETWEEN: PACIFIC REALTY ASSOCIATED, L.P.,
         A DELAWARE LIMITED PARTNERSHIP                               LANDLORD
                                         
AND:     THRUSTMASTER, INC.,             
         AN OREGON CORPORATION                                        TENANT

    Tenant wishes to lease from Landlord the following described property, 
hereinafter referred to as "the Premises":

    Approximately 16,617 square feet of office space located in Building D, 
Evergreen Business Park, 7175 N.W. Evergreen Parkway, Suite 400, Hillsboro, 
Oregon 97124 and as further described on the attached Exhibits A, B, C and D.

    If the Premises consist of a portion but not all of a building, the 
building housing the Premises is hereinafter referred to as "the Building."

    Landlord leases the Premises to Tenant for a term of 86 months commencing 
August 1, 1996 and continuing through September 30, 2003. No base rent shall 
be due for the first two (2) months of the lease term, but Tenant shall be 
obligated to pay for all other charges, taxes and expenses to be paid to 
Landlord specified in paragraphs 3 and 4 of this lease. Base rent shall be 
according to the following schedule:

                                                           Base Rent
         Period                                            Per Month
         ------------------------------------------        ----------
         August 1, 1996 through September 30, 1996         $     0.00
         October 1, 1996 through September 30, 2001        $11,632.00
         October 1, 2001 through September 30, 2003        $12,795.00

Rent for the month of October 1996, shall be paid on October 1, 1996. 
Provided, however, that such rent shall not be due if the Premises are not 
available for occupancy. All rent, including base rent together with the 
charges, taxes and expenses to be paid to Landlord specified in paragraphs 3 
and 4 of this lease, is payable in advance on the first day of each calendar 
month. If Landlord consents, Tenant may occupy the Premises prior to such 
commencement date upon payment of rent on a prorated basis and compliance 
with all terms of this lease.

    Delivery of possession shall occur when the Premises are occupied by 
Tenant or are ready to be occupied by Tenant with all work to be performed by 
Landlord substantially completed. No notice shall be required from Landlord 
if the Premises are ready on the date set for commencement of the term or on 
the first business day thereafter. If Landlord is unable to deliver 
possession of the Premises to Tenant because of strikes, acts of God, or any 
other cause beyond Landlord's control, then Tenant may take possession when 
Landlord notifies Tenant that the Premises are ready for possession, and the 
term of this lease shall commence on the first day of the first month 
following such date and continue for the specified number of months 
thereafter, notwithstanding the commencement and termination dates stated 
above. Tenant shall owe no rent until the Premises are ready for possession. 
Landlord shall have no liability for such delays in delivery of possession, 
and neither party shall have the right to terminate except that Landlord may 
cancel this Lease without liability if permission to construct, use, or 
furnish necessary utilities to the Premises is denied or revoked by any 
governmental agency or public utility with such authority.

    This lease is subject to the following additional terms to which the 
parties agree:

Page 1 of 10
<PAGE>

    1.   USE OF THE PREMISES.

         (a)  Tenant shall use the Premises only for the purpose of 
conducting the following business:

              General office, production and warehousing.

If such use is prevented by any law or governmental regulation, Tenant may 
use the Premises for other reasonable uses.

         (b)  In connection with its use, Tenant shall, at its expense, 
comply with all applicable laws, ordinances, and regulations of any public 
authority, including those requiring alteration of the Premises because of 
Tenant's specific use; shall create no nuisance nor allow any objectionable 
liquid, odor, or noise to be emitted from the Premises; shall store 
no gasoline or other highly combustible materials on the Premises which would 
violate any applicable fire code or regulation nor conduct any operation that 
will increase Landlord's fire insurance rates for the Premises; and shall not 
overload the floors or electrical circuits of the Premises. Landlord shall 
have the right to approve the installation of any power-driven machinery by 
Tenant and may select a qualified electrician whose opinion will control 
regarding electrical circuits and a qualified engineer or architect whose 
opinion will control regarding floor loads. Allowable ground floor load shall 
be 300 pounds per square foot.

         (c)  Tenant may erect a 24-inch, non-illuminated, rigid foam, 
plexiglass-faced, individual letter sign stating its name, business, and 
product after first securing Landlord's written approval of the color, 
design, wording, and location, and all necessary governmental approvals. No 
signs shall be painted on the Building or exceed the height of the Building. 
All signs installed by Tenant shall be removed upon termination of this lease 
with the sign location restored to its former state.

         (d)  Tenant shall make no alterations, additions, or improvements to 
the Premises or change the color of the exterior without Landlord's prior 
written consent and without a valid building permit issued by the appropriate 
governmental agency. Upon termination of this lease, any such alterations, 
additions, or improvements (including without limitation all electrical, 
lighting, plumbing, heating and air-conditioning equipment, doors, windows, 
partitions, drapery, carpeting, shelving, counters, and physically attached 
fixtures) shall at once become part of the realty and belong to Landlord 
unless the terms of the applicable consent provide otherwise, or Landlord 
requests that part or all of the additions, alterations, or improvements be 
removed. In such case, Tenant shall at its sole cost and expense promptly 
remove the specified additions, alterations, or improvements and repair and 
restore the Premises to its original condition.

         (e)  Tenant shall, at its expense, comply with all applicable 
provisions of Title I of the Americans with Disabilities Act of 1990 ("the 
Act") related to its specific use of the Premises, and Landlord shall have no 
responsibility for compliance with the provisions of Title I of the Act. 
Landlord shall, at its expense, cause the Building to comply with, during the 
terms of this lease and any extensions thereof, applicable provisions of 
Title III of the Americans with Disabilities Act of 1990 which relate to 
architectural barriers and communication barriers which are structural in 
nature so long as such compliance is readily achievable, as the term readily 
achievable is defined in the Act.

    2.   SECURITY DEPOSIT.

         Tenant has deposited with Landlord the sum of $12,795.00, 
hereinafter referred to as "the Security Deposit," to secure the faithful 
performance by Tenant of each term, covenant, and condition of this lease. If 
Tenant shall at any time fail to make any payment or fail to keep or perform 
any term, covenant, and condition on its part to be made or performed or kept 
under this lease, Landlord may, but shall not be obligated to and without 
waiving or releasing Tenant from any obligation under this lease, use, apply 
or retain the whole or any part of the Security Deposit (i) to the extent of 
any sum due to Landlord; or (ii) to make any required payment on Tenant's 
behalf; or (iii) to compensate Landlord for any loss, damage, attorneys' 
fees, or expense sustained by Landlord due to Tenant's default. In such 
event, Tenant shall, within 5 days of written demand by Landlord, remit to 
Landlord sufficient funds to restore the Security Deposit to its original 
sum; Tenant's failure to do so shall be a material breach of this lease. 
Landlord shall not be required to keep the Security Deposit separate from its 
general funds, and Tenant shall not be entitled to interest on such deposit. 
Should Tenant comply with all of the terms, covenants, and conditions of this 
lease, then the Security Deposit, less any sums owing to Landlord, shall be 
returned to Tenant (or, at Landlord's option, to the last assignee of 
Tenant's interests hereunder) after a period of 12 months from occupancy of 
the Premises.

Page 2 of 10

<PAGE>

    3. UTILITY CHARGES; MAINTENANCE.

         (a) Tenant shall pay when due all charges for electricity, natural 
gas, water, garbage collection, janitorial service, sewer, and all other 
utilities of any kind furnished to the Premises during the lease term. If 
charges are not separately metered or stated, Landlord shall apportion the 
utility charges on a prorata per square foot basis. Landlord shall have no 
liability resulting from any interruption of utility services caused by fire 
or other casualty, strike, riot, vandalism, the making of necessary repairs 
or improvements, or any other cause beyond Landlord's reasonable control. 
Tenant shall control the temperature in the Premises to prevent freezing of 
any sprinkler system.

         (b) Landlord shall repair and maintain the roof, gutters, 
downspouts, exterior walls, building structure, foundation, exterior paved 
areas, and curbs of the Premises in good condition. Except for such 
obligations of Landlord, Tenant shall keep the Premises neatly maintained and 
in good order and repair. Tenant's responsibility shall include maintenance 
and repair of the electrical system, plumbing, drainpipes to sewers, 
air-conditioning and heating systems, overhead and personnel doors, and the 
replacement of all broken or cracked glass with glass of the same quality. 
Tenant shall refrain from any discharge that will damage the septic tank or 
sewers serving the Premises. It shall be Tenant's responsibility to utilize 
chair pads in all areas where chairs or other rolling equipment may damage 
floorcovering.

         (c) If the Premises have a separate entrance, Tenant shall keep the 
sidewalks abutting the Premises or the separate entrance free and clear of 
snow, ice, debris, and obstructions of every kind.

    4. TAXES, ASSESSMENTS, AND OPERATING EXPENSES.

         (a) In conjunction with monthly rent payments, Tenant shall each 
month pay a sum representing Tenant's proportionate share of real property 
taxes and operating expenses for the Premises. Such amount shall annually be 
estimated by Landlord in good faith to reflect actual or anticipated costs. 
Tenant's share of taxes and operating expenses shall not exceed 14 CENTS per 
square foot per month for the calendar year 1997. Upon termination of this 
lease or at periodic intervals during the term hereof, Landlord shall compute 
its actual costs for such expenses during such period. Any overpayment by 
Tenant shall be credited to Tenant against the next rental payment when due, 
and any deficiency shall be paid by Tenant within 15 days after receipt of 
Landlord's statement. Landlord's records of expenses for taxes and operating 
expenses may be inspected by Tenant at reasonable times and intervals. In the 
event Landlord's allocations are in error by an amount exceeding five percent 
(5%) of the correct allocations, Landlord shall pay Tenant's reasonable costs 
of conducting the inspection. Tenant may, at its option, and expense, 
challenge to the appropriate governmental agencies any tax assessments 
affecting Tenant's property and the allocation of taxes hereunder, and shall 
be entitled to its proportionate share of the refund resulting from a 
successful challenge made either by Tenant or Landlord. In the event Tenant's 
challenge of real estate taxes in an increased assessment, then Tenant shall 
be responsible for such increase.

         (b) Tenant's proportionate share of real property taxes shall mean 
that percentage of the total assessment affecting the Premises which is the 
same as the percentage which the rentable area of the Premises bears to the 
total rentable area of all buildings covered by the tax statement. Tenant's 
proportionate share share of operating expenses for the Building shall be 
computed by dividing the rentable area of the Premises by the total rentable 
area of the Building.

         (c) Real property taxes charged to Tenant hereunder shall include 
all general real property taxes assessed against the Premises or payable 
during the lease term, installment payments in Bancrofted special 
assessments, and any rent tax, tax on Landlord's interest under this lease, 
or any tax in lieu of the foregoing, whether or not any such tax is now in 
effect. Tenant shall not, however, be obligated to pay any tax based upon 
Landlord's net income.

         (d) Operating expenses charged to Tenant hereunder shall include all 
usual and necessary costs of operating and maintaining the Premises, Building, 
and any surrounding common areas including, but not limited to, the cost of 
all utilities or services not paid directly by Tenant, property insurance, 
property management, maintenance and repair of landscaping, parking areas, 
and any other common facilities. Operating expenses shall not include roof 
replacement or correction of structural deficiencies of the Building. 
Increases in operating expenses shall not exceed five percent (5%) annually 
on a cumulative basis.

Page 3 of 10
<PAGE>

   5.  PARKING AND STORAGE AREAS.

       (a) Tenant, its employees, and customers shall have the exclusive 
right to use 66 private parking spaces in the parking area serving the 
Premises. Tenant shall control the use of such parking spaces so that there 
will be no unreasonable interference with the normal traffic flow, and shall 
permit no parking on any landscaped or unpaved surface. Under no 
circumstances shall trucks serving the Premises be permitted to block streets.

       (b) Tenant shall not store any materials, supplies, or equipment 
outside in any unapproved or unscreened area. If Tenant erects any visual 
barriers for storage areas, Landlord shall have the right to approve the 
design and location. Trash and garbage receptacles shall be kept covered at 
all times.

   6.  TENANT'S INDEMNIFICATION; LIABILITY INSURANCE.

       (a) Tenant shall not allow any liens to attach to the Premises as a 
result of its activities. Tenant shall indemnify and defend Landlord from any 
claim, liability, damage, or loss arising out of any activity on the Premises 
by Tenant, its agents, or invitees or resulting from Tenant's failure to 
comply with any term of this lease.

       (b) Tenant shall carry general liability insurance on an occurrence 
basis with combined single limits of not less than $1,000,000. Such insurance 
shall be provided by an insurance carrier reasonably acceptable to Landlord 
and shall be evidenced by a certificate delivered to Landlord stating that 
the coverage will not be canceled or materially altered without 10 days' 
advance written notice to Landlord. Landlord shall be named as an additional 
insured on such policy.

   7.  PROPERTY DAMAGE; SUBROGATION WAIVER.

       (a) If fire or other casualty causes damage to the Building or the 
Premises in an amount exceeding 30 percent of the full 
construction-replacement cost of the Building or Premises, respectively, 
Landlord or Tenant may elect to terminate this lease as of the date of the 
damage by notice in writing to the other party within 30 days after such 
date. Otherwise, Landlord shall promptly repair the damage and restore the 
Premises to their former condition as soon as practicable. Rent shall be 
reduced during the period to the extent the Premises are not reasonably 
usable in Landlord's estimation for the use permitted by this lease because 
of such damage and required repairs.

       (b) Landlord shall be responsible for insuring the Building, and 
Tenant shall be responsible for insuring its personal property and trade 
fixtures located on the Premises.

       (c) Neither party shall be liable to the other for any loss or damage 
caused by water damage, sprinkler leakage, or any of the risks covered by a 
standard fire insurance policy with extended coverage and sprinkler leakage 
endorsements, and there shall be no subrogated claim by one party's insurance 
carrier against the other party arising out of any such loss.

   8.  CONDEMNATION. 

       If a condemning authority takes the entire Premises or a portion 
sufficient to render the remainder unsuitable for Tenant's use, in Tenant's 
estimation, then either party may elect to terminate this lease effective on 
the date that title passes to the condemning authority. Otherwise, Landlord 
shall proceed as soon as practicable to restore the remaining Premises to a 
condition comparable to that existing at the time of the taking. Rent shall 
be abated during the period of restoration to the extent the Premises are not 
reasonably usable by Tenant, and rent shall be reduced for the remainder of 
the term in an amount equal to the reduction in rental value of the Premises 
caused by the taking. All condemnation proceeds shall belong to Landlord, 
except for any such proceeds awarded by the condemning authority for the 
value of the Tenant's improvements, moving expenses, and any other items of 
the award specifically associated with Tenant's occupancy.

Page 4 of 10

<PAGE>

   9.  ASSIGNMENT AND SUBLETTING.  

       (a) Tenant shall not assign its interest under this lease nor sublet 
the Premises without first obtaining Landlord's consent in writing, which 
shall not be unreasonably withheld, subject to Paragraph 19(f) of this lease. 
This provision shall apply to all transfers by operation of law or through 
mergers and changes in control of Tenant. No assignment shall relieve Tenant 
of its obligation to pay rent or perform other obligations required by this 
lease and no one assignment or subletting shall be a consent to any further 
assignment or subletting. Provided, however, that Tenant may assign its 
interest to any party acquiring substantially all the assets of Tenant, or to 
an entity the majority of interest of which is owned by Tenant. In addition, 
any transfer of interest in the corporation by reason of transfers of the 
Stock of the corporation shall not be deemed to be a transfer requiring the 
consent of Landlord.

       (b) Subject to the above limitations on transfer of Tenant's 
interest, this lease shall bind and inure to the benefit of the parties, 
their respective heirs, successors, and assigns.

   10. DEFAULT.

       Any of the following shall constitute a default by Tenant under this 
lease:

       (a) Tenant's failure to pay rent or any other charge under this lease 
within 10 days after Landlord's written notice that a payment is due and 
unpaid, or failure to comply with any other term or condition within 30 days 
following written notice from Landlord specifying the noncompliance. If such 
noncompliance cannot be cured within the 30-day period, this provision shall 
be satisfied if Tenant commences correction within such period and thereafter 
proceeds in good faith and with reasonable diligence to effect compliance as 
soon as possible.

       (b) Tenant's insolvency; assignment for the benefit of its creditors; 
Tenant's voluntary petition in bankruptcy or adjudication as bankrupt, or the 
appointment of a receiver for Tenant's properties.

   11. REMEDIES FOR DEFAULT.

        In case of default as described in paragraph 10 above, Landlord shall 
have the right to the following remedies which are intended to be cumulative 
and in addition to any other remedies provided under applicable law:

       (a) Terminate this lease without relieving Tenant from its obligation 
to pay damages.

       (b) Retake possession of the Premises by summary proceedings or 
otherwise, in which case Tenant's liability to Landlord for damages shall 
survive the tenancy. Landlord may, after such retaking of possession, relet 
the Premises upon any reasonable terms. No such reletting shall be construed 
as an acceptance of a surrender of Tenant's leasehold interest.

       (c) Recover damages caused by Tenant's default which shall include 
reasonable attorneys' fees at trial and on any appeal therefrom. Landlord may 
sue periodically to recover damages as they occur throughout the lease term, 
and no action for accrued damages shall bar a later action for damages 
subsequently accruing. Landlord may elect in any one action to recover 
accrued damages plus damages attributable to the remaining term of the lease 
equal to the difference between the rent under this lease and the reasonable 
rental value of the Premises for the remainder of the term, discounted to the 
time of judgment at the rate of 6 percent per annum.

       (d) Make any payment or perform any obligation required of Tenant so 
as to cure Tenant's default, in which case Landlord shall be entitled to 
recover all amounts so expended from Tenant, plus interest at the rate of 10 
percent per annum from the date of the expenditure.

Page 5 of 10

<PAGE>

   12. SURRENDER ON TERMINATION.

       (a) On expiration or early termination of this lease, Tenant shall 
deliver all keys to Landlord, have final utility readings made on the date of 
move out, and surrender the Premises clean and free of debris inside and out, 
with all mechanical, electrical, and plumbing systems in good operating 
condition, all signing removed and defacement corrected, and all repairs 
called for under this lease completed. The Premises shall be delivered in the 
same condition as at the commencement of the term, subject only to 
depreciation and wear from ordinary use. Tenant shall remove all of its 
furnishings and trade fixtures that remain its property and restore all 
damage resulting from such removal. Failure to remove said property shall be 
an abandonment of same, and Landlord may dispose of it in any manner without 
liability.

       (b) If Tenant fails to vacate the Premises when required, including 
failure to remove all its personal property, Landlord may elect either: (i) 
to treat Tenant as a tenant from month to month, subject to all provisions of 
this lease except the provision for term and at a base rental of 115 percent 
of that specified in this lease; or (ii) to eject Tenant from the Premises 
and recover damages caused by wrongful holdover. Notwithstanding, Tenant 
shall have the right to hold over for a period of not more than three (3) 
months following expiration of the initial lease term at a base rental not to 
exceed 115% of the last month's rent.

   13. LANDLORD'S LIABILITY. 

       (a) Landlord warrants that so long as Tenant complies with all terms 
of this lease it shall be entitled to peaceable and undisturbed possession of 
the Premises free from any eviction or disturbance by Landlord or persons 
claiming through Landlord.

       (b) All persons dealing with Pacific Realty Associates, L.P. 
("Partnership") must look solely to the property and assets of Partnership 
for the payment of any claim against Partnership or for the performance of 
any obligation of Partnership as neither the general partner, limited 
partners, employees, nor agents of Partnership assume any personal liability 
for obligations entered into on behalf of Partnership (or its predecessors in 
interest) and their respective properties shall not be subject to the claims 
of any person in respect of any such liability or obligation. As used herein, 
the words "property and assets of partnership" exclude any rights of 
Partnership for the payment of capital contributions or other obligations to 
it by the general partner or any limited partner in such capacity.

   14. MORTGAGE OR SALE BY LANDLORD; ESTOPPEL CERTIFICATES.

       (a) This lease is and shall be prior to any mortgage or deed of trust 
("Encumbrance") recorded after the date of this lease and affecting the 
Building and the land upon which the Building is located. However, if any 
lender holding an Encumbrance secured by the Building and the land underlying 
the Building requires that this lease be subordinate to the Encumbrance, then 
Tenant agrees that this lease shall be subordinate to the Encumbrance if the 
holder thereof agrees in writing with Tenant that so long as Tenant performs 
its obligations under this lease no foreclosure, deed given in lieu of the 
foreclosure, or sale pursuant to the terms of the Encumbrance, or other steps 
or procedures taken under the Encumbrance shall affect Tenant's rights under 
this lease. If the foregoing condition is met, Tenant shall execute the 
written agreement and any other documents required by the holder of the 
Encumbrance to accomplish the purposes of this paragraph.

       (b) If the Building is sold as a result of foreclosure of any 
Encumbrance thereon or otherwise transferred by Landlord or any successor, 
Tenant shall attorn to the purchaser or transferee.

       (c) Either party shall within 20 days after notice from the other 
execute and deliver to the other party a certificate stating whether or not 
this lease has been modified and is in full force and effect and specifying 
any modifications or alleged breaches by the other party. The certificate 
shall also state the amount of monthly base rent, the dates to which rent has 
been paid in advance, and the amount of any security deposit or prepaid rent. 
Failure to deliver the certificate within the specified time shall be 
conclusive upon the party of whom the certificate was requested that the 
lease is in full force and effect and has not been modified except as may be 
represented by the party requesting the certificate.

Page 6 of 10

<PAGE>

   15. DISPUTES -- ATTORNEYS' FEES.

       In the event of any litigation arising out of this lease, the 
prevailing party shall be entitled to recover from the other party, in 
addition to all other relief provided by law or judgement, its reasonable 
costs and attorneys' fees incurred both at and in preparation for trial and 
any appeal or review, such amount to be as determined by the court(s) before 
which the matter is heard. Disputes between the parties which are to be 
litigated shall be tried before a judge without a jury.

   16. SEVERABILITY. 

       If any provision of this lease is held to be invalid, unenforceable or 
illegal the remaining provisions shall not be affected and shall be enforced 
to the fullest extent permitted by law.

   17. INTEREST AND LATE CHARGES.

       Rent not paid within 10 days of when due shall bear interest from the 
date due until paid at the rate of 10 percent per annum. Landlord may at its 
option impose a late charge of $.05 for each $1.00 of rent for rent payments 
made more than 10 days late in addition to interest and other remedies 
available for default.

   18. GENERAL PROVISIONS. 

       (a) Waiver by either party of strict performance of any provision of 
this lease shall not be a waiver of nor prejudice the party's right otherwise 
to require performance of the same provision or any other provision.

       (b) Subject to the limitations on transfer of Tenant's interest, this 
lease shall bind and inure to the benefit of the parties, their respective 
heirs, successors, and assigns.

       (c) Landlord shall have the right to enter upon the Premises with 
reasonable prior notice (except in the case of an emergency) to determine 
Tenant's compliance with this lease, to make necessary repairs to the 
Building or the Premises, or to show the Premises to any prospective tenant 
or purchasers. During the last two months of the term, Landlord may place and 
maintain upon the Premises notices for leasing or sale of the Premises.

       (d) If this lease commences or terminates at a time other than the 
beginning or end of one of the specified rental periods, then the rent 
(including Tenant's share of real property taxes, if any) shall be prorated 
as of such date, and in the event of termination for reasons other than 
default all prepaid rent shall be refunded to Tenant or paid on its account.

       (e) Notices between the parties relating to this lease shall be in 
writing, effective when delivered, or if mailed, effective on the second day 
following mailing, postage prepaid, to the address for the party stated in 
this lease or to such other address as either party may specify by notice to 
the other. Rent shall be payable to Landlord at the same address and in the 
same manner.

   19. ENVIRONMENTAL. 

       (a) DEFINITIONS.  The term "Environmental Law" shall mean any federal, 
state or local statute, regulation or ordinance or any judicial or other 
governmental order pertaining to the protection of health, safety or the 
environment. The term "Hazardous Substance" shall mean any hazardous, toxic, 
infectious or radioactive substance, waste and material as defined or listed 
by any Environmental Law and shall include, without limitation, petroleum oil 
and its fractions.

Page 7 of 10

<PAGE>

       (b) USE OF HAZARDOUS SUBSTANCES. Tenant shall not cause or permit any 
Hazardous Substance to be spilled, leaked, disposed of or otherwise released 
on or under the Premises. Tenant may use and sell on the Premises only those 
Hazardous Substances typically used and sold in the prudent and safe 
operation of the business permitted by Section 1 of this lease. Tenant may 
store such Hazardous Substances on the Premises, but only in quantities 
necessary to satisfy Tenant's reasonably anticipated needs. Tenant shall 
comply with all Environmental Laws and exercise the highest degree of care in 
the use, handling and storage of Hazardous Substances and shall take all 
practicable measures to minimize the quantity and toxicity of Hazardous 
Substances used, handled or stored on the Premises.

       (c) NOTICES. Tenant shall immediately notify Landlord upon becoming 
aware of the following: (a) any spill, leak, disposal or other release of a 
Hazardous Substance on, under or adjacent to the Premises; (b) any notice or 
communication from a governmental agency or any other person relating to any 
Hazardous Substance on, under or adjacent to the Premises; or (c) any 
violation of any Environmental Law with respect to the Premises or Tenant's 
activities on or in connection with the Premises.

       (d) SPILLS AND RELEASES. In the event of a spill, leak, disposal or 
other release of a Hazardous Substance on or under the Premises caused by 
Tenant or any of its contractors, agents or employees or invitees, or the 
suspicion or threat of the same, Tenant shall (i) immediately undertake all 
emergency response necessary to contain, cleanup and remove the released 
Hazardous Substance, (ii) promptly undertake all investigatory, remedial, 
removal and other response action necessary or appropriate to ensure that any 
Hazardous Substances contamination is eliminated to Landlord's reasonable 
satisfaction, and (iii) provide Landlord copies of all correspondence with 
any governmental agency regarding the release (or threatened or suspected 
release) or the response action, a detailed report documenting all such 
response action, and a certification that any contamination has been 
eliminated. All such response action shall be performed, all such reports 
shall be prepared and all such certifications shall be made by an 
environmental consultant reasonably acceptable to Landlord.

       (e) CONDITION UPON TERMINATION. Upon expiration of this lease or 
sooner termination of this lease for any reason, Tenant shall remove all 
Hazardous Substances and facilities used for the storage or handling of 
Hazardous Substances from the Premises and restore the affected areas by 
repairing any damage caused by the installation or removal of the facilities. 
Following such removal, Tenant shall certify in writing to Landlord that all 
such removal is complete. The foregoing obligation shall not apply to any 
pre-existing contamination.

       (f) ASSIGNMENT AND SUBLETTING. Notwithstanding the provisions of 
paragraph 9 of this lease, it shall not be unreasonable for Landlord to 
withhold its consent to any assignment, sublease or other transfer of the 
Tenant's interest in this lease if a proposed transferee's anticipated use of 
the Premises involves the generation, storage, use, sale, treatment, release 
or disposal of any Hazardous Substance.

       (g) INDEMNITY.

           (i) BY TENANT. Tenant shall indemnify, defend and hold harmless 
Landlord, its employees and agents, any persons holding a security interest 
in the Premises, and the respective successors and assigns of each of them 
from and against any and all claims, demands, liabilities, damages, fines, 
losses, costs (including without limitation the cost of any investigation, 
remedial, removal or other response action required by Environmental Law) and 
expenses (including without limitation attorney's fees and expert fees in 
connection with any trial, appeal, petition for review or administrative 
proceeding) arising out of or in any way relating to the use, treatment, 
storage, generation, transport, release, leak, spill, disposal or other 
handling of Hazardous Substances on the Premises by Tenant or any of its 
contractors, agents or employees or invitees. Tenant's obligations under this 
section shall survive the expiration or termination of this lease for any 
reason. Landlord's rights under this section are in addition to and not in 
lieu of any other rights or remedies to which Landlord may be entitled under 
this agreement or otherwise.

Page 8 of 10



<PAGE>


         (ii)  BY LANDLORD. Landlord shall indemnify, defend and hold 
harmless Tenant and its employees and agents and the respective successors 
and assigns of each of them from and against any and all claims, demands, 
liabilities, damages, fines, losses, costs (including without limitation the 
cost of any investigation, remedial, removal or other response action 
required by Environmental Law) and expenses (including without limitation 
attorneys' fees and expert fees in connection with any trial, appeal, 
petition for review or administrative proceeding) arising out of or in any 
way relating to the actual or alleged use, treatment, storage, generation, 
transport, release, leak, spill, disposal or other handling of Hazardous 
Substances on the Premises by Landlord, or any of its contractors, agents or 
employees or by Landlord's previous tenants of the Premises. Landlord's 
obligations under this section shall survive the expiration or termination of 
this lease for any reason. Tenant's rights under this section are in addition 
to and not in lieu of any other rights or remedies to which Tenant may be 
entitled under this Agreement or otherwise.

     20.  RENEWAL OPTION.

          If not then in default, Tenant shall have the option to renew this 
lease for one additional five-year term immediately following expiration of 
the initial lease term by giving Landlord 180 days' advance written notice of 
its intent to extend. All provisions of this lease shall apply during the 
extended term, except that rent for the renewal period shall be an amount 
determined on a fair market value basis and agreed upon by parties at least 
90 days prior to commencement of the renewal period, but in no case less than 
that of the preceding term.

     21.  RIGHT OF FIRST NOTICE.

          Landlord shall notify Tenant of the availability of adjacent space 
within the Building. Tenant shall have ten (10) business days after such 
notification to decide whether or not it wishes to exercise its right to take 
such space. If Tenant does not so exercise, Landlord will have the 
unrestricted right to lease such space to others.

     22.  SIGNAGE.

          Tenant may install monument and/or building signage, subject to 
mutually acceptable size and location.

     23.  TENANT IMPROVEMENTS.

          Landlord shall provide Tenant with a tenant improvement allowance 
of $392,825.00 ($23.64 per square foot). Said improvements shall be 
constructed by Landlord's contractor in accordance with the plans and 
specifications attached hereto as Exhibit C and D and are subject to 
applicable building codes as interpreted by the City of Hillsboro. Any 
unspent tenant improvement dollars shall be credited against the initial 
month's rent. Any additional tenant improvements up to $3.00 per square foot 
shall be amortized at eleven percent (11%) interest over the term of this 
lease.

     24.  EXISTING LEASE OBLIGATION.

          At the commencement of this lease, Tenant's total existing lease 
obligation to Forum Properties will total $50,984.50 (the "Existing Space"). 
Any leasing activity with regard to the Existing Space that reduces Tenant's 
lease obligation below $40,000.00 shall be credited to Landlord. 
Notwithstanding, Landlord's reimbursement to Tenant shall not be less than 
$20,000.00.


Page 9 of 10
<PAGE>


         IN WITNESS WHEREOF, the duly authorized representatives of the 
parties have executed this lease as of the day and year first written above.


PACIFIC REALTY ASSOCIATES, L.P.,                    THRUSTMASTER, INC.,
A DELAWARE LIMITED PARTNERSHIP                      AN OREGON CORPORATION

BY PACTRUST REALTY, INC., A DELAWARE
   CORPORATION, ITS GENERAL PARTNER


   By /s/ Sam K. Briggs                             By    /s/ Kent E. Koski
     --------------------------------                     ---------------------
     Sam K. Briggs                                  Name  Kent E. Koski     
     Marketing Director                                   ---------------------
                                                    Title VP-Finance
                                                          ---------------------


                                                    By    
                                                          ---------------------
                                                    Name  
                                                          ---------------------
                                                    Title 
                                                          ---------------------


ADDRESS FOR NOTICES/RENT PAYMENTS TO LANDLORD:      Address for Legal Notices 
15350 S.W. Sequoia Parkway, Suite 300               to Tenant:
Portland, Oregon 97224                              
                                                    ---------------------------
                                                    ---------------------------
                                                    ---------------------------

                                                    Address for invoices to 
                                                    Tenant:

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



Page 10 of 10

<PAGE>

                                   EXHIBIT A

                                     [MAP]

<PAGE>

                                   EXHIBIT B

                                  [FLOOR PLAN]

<PAGE>

                                   EXHIBIT C

                                  [FLOOR PLAN]

<PAGE>

                                   EXHIBIT D

                               THRUSTMASTER, INC.
                       BUILDING D, EVERGREEN BUSINESS PARK

                       TENANT IMPROVEMENT SPECIFICATIONS

                                 MARCH 13, 1996


GENERAL

The cost of standard tenant improvement work described below shall be covered 
under the tenant improvement allowance.

ARCHITECTURE AND ENGINEERING:  Architecture and engineering required to 
obtain a building permit are included for standard office and warehouse 
occupancy classifications.

PERMITS/FEES:  Building permits, plan check fees, fire and life safety review 
charges, sewer connection fees and SDC's, and traffic impact fees are 
included for the "manufacturing" occupancy classification.

EXCLUSIONS:  Items noted as "excluded" are items which Landlord will consider 
for inclusion but are not included in a typical improvement and do not 
generally fit within a "building standard" tenant improvement allowance.


EXTERIOR AND BUILDING SHELL

EXTERIOR:  Modifications to sitework and exterior building shell to 
accommodate unusual tenant needs are excluded. This would include patios; 
equipment pads; noise or special visual screening; modifications to exterior 
building walls, windows, or doors; and upgrading of electrical, storm sewer 
or sanitary sewer systems. Exterior fencing is excluded.

TENANT ENTRIES AND MAN-DOORS:  Tenant entry shall include a single storefront 
door in the aluminum storefront system. Exit doors shall be provided per code 
requirements. Exterior man-doors into warehouse areas shall be 3' x 7' hollow 
metal with Schlage "D" series lever locks. Special access systems, card lock 
entries, and unusual hardware items are excluded.

OVERHEAD DOORS:  Exterior overhead doors shall be uninsulated steel sectional 
type, manually operated, vertical or high lift configuration.


                                      - 1 -

<PAGE>

ELECTRICAL:  Building shell electrical system includes the main electrical 
service (1200 Amp, 277/480 Volt, 3-phase) to be shared by building tenants 
and "house" panels for exterior lighting and common area power requirements. 
Tenant improvement electrical service includes distribution of power from the 
main building service to tenant subpanels and the addition of any tenant 
subpanels within the tenant space. Generators and UPS systems are excluded.


WAREHOUSE AREAS

DEMISING WALLS:  Demising walls shall extend from floor level to the 
underside of the building roof structure. Demising walls in buildings with 
clear height less than 18 feet shall be constructed using metal studs with 
5/8" sheetrock each side. Fiberglass batt insulation shall be provided in 
metal stud demising walls from floor to 9 feet high.

Demising walls in 18' to 24' clear height buildings shall be constructed 
using wood studs spaced approximately 4 feet on center and a single layer of 
5/8" plywood connected to studs with wood "stops". Wood demising walls are 
uninsulated.

EXTERIOR WALLS:  Exterior walls within warehouse areas shall remain 
unpainted, exposed concrete. Insulation for exterior walls within warehouse 
areas is excluded.

CEILINGS/ROOF STRUCTURE:  Finished ceilings within warehouse areas are 
excluded. Roof structure is insulated with R-19 insulation and shall remain 
exposed. Painting of roof structure and supporting elements is excluded.

FLOORING:  Warehouse floor shall be exposed, sealed concrete.

PLUMBING:  Special plumbing such as process water and waste systems are 
excluded under standard tenant improvements.

FIRE PROTECTION:  Building shell fire protection includes service to the 
building and overhead sprinkler piping and heads. Upgrading of fire 
protection systems for special hazard uses, rack sprinkling, and hose 
stations are excluded. Modifications to the overhead system shall be provided 
if required to accommodate demising wall layout.

H.V.A.C.:  Gas fired unit heaters shall provide heating in warehouse areas 
for freeze protection of overhead water piping only. Special production area 
H.V.A.C. and special structural supports for mechanical equipment are 
excluded.

ELECTRICAL:  Warehouse lighting shall be provided using fluorescent fixtures 
to approximately 10 - 15 foot-candles measured 30" above floor; warehouse 
lights to be switched from a location near the office. Except for unit heater 
connections and a single duplex outlet near tenant's phone board, power 
connections and outlets within warehouse areas are excluded.



                                      - 2 -

<PAGE>

IMPROVED OFFICE AREAS

CONCRETE:  Existing concrete slab on grade shall be sawcut, removed, and 
poured back for underslab utilities as necessary.

EXTERIOR WALLS:  Exterior concrete walls within improved office areas shall 
receive metal stud furring, insulation, and 5/8" smooth finished sheetrock. 
Exterior framed walls within improved office areas shall receive thermal 
insulation and 5/8" smooth finished sheetrock from floor to 9 feet high.

OFFICE/WAREHOUSE SEPARATION WALLS:  Walls separating improved office areas 
and warehouse shall extend from floor level to 12 feet above floor. Such 
walls shall be constructed using metal studs, fiberglass batt insulation from 
floor to 9 feet high, and 5/8" sheetrock each side. Sheetrock shall extend 
from floor to top of framing on the office side of the wall.

INTERIOR PARTITIONS:  Interior partitions shall extend from floor level to 
the underside of ceiling grid. Interior partitions shall be constructed using 
3-1/2" metal studs at 24" on center and 5/8" smooth finished sheetrock each 
side. Batt insulation shall be provided in walls surrounding toilet and 
conference rooms.

INTERIOR DOORS:  Interior doors shall be nominal 3'-0" by 7'0" solid core oak 
with light Watco finish ("Building Standard Finish") in Timely door frames, 
factory pre-painted in standard off-white color ("Building Standard Frame"). 
Door hardware to include 1-1/2 pair butts, Schlage "AL" series lever latch, 
and wall stop for each door. Door hardware finish to be polished chrome.

FOLDING PARTITION:  Folding partitions are excluded in Building D.

RELITES:  Relites are excluded for standard tenant improvements. When used, 
relites shall include 1/4" tempered glass in Building Standard Frame.

CABINETS AND MILLWORK:  Plastic laminate covered countertops shall be 
provided with counter-mounted lavatories in each toilet room. Cabinets to be 
constructed to A.W.I. standards with plastic laminate covered tops, fronts, 
and sides. Cabinet interiors shall be constructed of melamine or standard low 
pressure laminate on particle board substrate. Concealed hinges, heavy-duty 
drawer hardware, and wire pulls shall be included for all drawers or doors. 
One 4' by 4' plywood mounting board is included for tenant's phone equipment. 
Cabinets other than those listed above, wall paneling, wood base, shelving, 
and other special millwork items are excluded.

ACOUSTICAL CEILINGS:  Acoustical ceiling to be 2' by 2' tegular edge ceiling 
tile (Armstrong Minatone #705 Fissured) in standard suspended grid. Ceiling 
height to be approximately 9 feet.



                                      - 3 -

<PAGE>


FLOOR COVERINGS: Floor covering colors shall be selected by Tenant from 
Landlord's standard finish options. Carpet shall be cut pile or loop as 
selected by Tenant. Cut pile carpet shall be installed on carpet pad. VCT 
shall be installed in lunch rooms, copy rooms, storage rooms, and other 
appropriate locations. Sheet vinyl flooring shall be provided in toilet 
rooms. Rubber base shall be 4" high in continuous lengths. 6" high rubber 
base shall be used in toilet rooms. Coved base to be used in areas with 
resilient flooring; flat base to be used in carpeted areas. Quarry or ceramic 
tiles, wood flooring, raised computer floors, and other special floor 
finishes are excluded.

PAINTING AND WALL COVERING: All interior walls in improved office areas shall 
receive primer and two coats of finish paint. Paint color is to be selected 
from Landlord's standard color options. Plastic laminate wainscot shall be 
provided on "wet" walls within toilet rooms. Vinyl, fabric, and other wall 
coverings are excluded.

WINDOW COVERINGS: Exterior windows shall be covered with vertical blinds 
(solid plastic slats), in building standard color.

APPLIANCES: Appliances such as dishwashers, refrigerators, garbage disposers, 
and microwave ovens; and vending machines, coffee makers or other similar 
equipment are excluded.

FURNITURE AND ACCESSORIES: Toilet room accessories include one toilet paper 
holder and one seat cover dispenser for each water closet, one paper towel 
dispenser for each toilet room, and grab bars where required by code. All 
toilet accessories shall be surface mounted units. One counter mounted soap 
dispenser shall be provided for each toilet room lavatory. Furniture, coat 
hooks, desk partitions, tack boards, white boards, projection screens, fire 
extinguishers and cabinets, lockers, and other miscellaneous accessories are 
excluded.

PLUMBING: Plumbing shall be provided within the tenant area to serve 
necessary toilet facilities, a Lunch Room sink, and drinking fountain if 
required by code. Special plumbing work such as showers and vending machine 
connections are excluded.

FIRE PROTECTION: Existing overhead fire protection system shall be modified 
as required for tenant improvement ceiling and wall layout. Fire protection 
work includes the addition of "drops" to ceilings and chrome, semi-recessed 
sprinkler heads.

H.V.A.C.: Roof-top gas/electric packaged HVAC units shall provide heating and 
cooling to finished office areas. Typical office cooling to be approximately 
400 square feet per ton. Maximum roof top unit size to be 7.5 ton. Each zone 
to be thermostatically controlled. Special production or clean room H.V.A.C., 
special computer room mechanical work, and special structural support of 
mechanical equipment are excluded. Ceiling mounted or roof-top mounted 
(Landlord's option) exhaust fans shall be provided for toilet room locations.


                                        -4-
<PAGE>

                                    LEASE

ELECTRICAL: Office area electrical work includes furnishing and installation 
of lighting, power outlets, mud rings with pull strings for phone/data 
locations, and power connections to HVAC equipment. Electrical devices to be 
intermediate grade with wiring systems to meet code. Generators and UPS 
systems are excluded.

Office lighting shall be provided using 2' by 4' florescence light fixtures 
with standard acrylic lenses. Wattage available for lighting for each tenant 
space is governed by the Oregon Energy Code.

Current (**) limitations are as follows:

     Under 1,000 square feet -         2 watts per square foot

     1,000 - 5,999 square feet -       2,000 watts plus 1.6 watts per
                                       square foot for area over 1,000
                                       square feet

     6,000 square feet and up -        10,000 watts plus 1.2 watts per
                                       square foot for area over 6,000
                                       square feet

** NOTE: AS OF 1996, ENERGY CODE REQUIREMENTS ARE UNDER REVISION AND WILL
         BE MORE RESTRICTIVE THAN LISTED LIMITATIONS.

Special architectural lighting (track lighting, spot lighting, down lights, 
wall sconces, etc.) is excluded. Dual level light switching is excluded. 
Lighting lamps, ballasts, and controls shall meet electrical energy 
consumption code requirements.

Power supply for Tenant desk partitions to be provided at wall, floor, or 
power pole locations only; connection to Tenant's power poles or partition 
system and wiring within desk partitions are excluded. Mud rings with pull 
strings to the area above ceiling shall be provided 1 each per 240 square 
feet of improved office area for Tenant installed telephone and data wiring. 
Cover plates and receptacles for telephone and data wiring and unused mud 
rings shall be provided by the Tenant's phone or data wiring vendor.

Special electrical shall include the following items only:

1.  Open Office Areas: One (1) above ceiling electrical supply location
    for Tenant's power poles to supply four (4) workstations. Power poles to 
    be supplied by Tenant.
2.  Work Copy Area: One (1) fax, duplex every 8 feet on center.
3.  Coffee Areas: Two (2) duplex above countertop.
4.  Rest Rooms: One (1) G.F.I. each room.
5.  Conference Rooms: Three (3) duplex, one (1) phone/data each room.
6.  Board Room: Four (4) duplex, one (1) phone data.
7.  Reception Area: Three (3) duplex, two (2) fax, one (1) phone/data.
8.  File Storage: Three (3) duplex.
9.  Drinking Fountains: Dedicated duplex.


                                        -5-
<PAGE>


Special electrical (cont.):

10.  Prototype: One (1) duplex every 8 feet, and two (2) 220 volt.
11.  Data Room: Two (2) four-plex outlets and two (2) phone/data.
12.  Machine Shop: 110 volt outlets every 8 feet along perimeter
     walls; one (1) 110 volt dedicated outlet for computer; two (2)
     208-220, 3-phase, 30 amp outlets; two (2) 208-220, 3-phase,
     20 amp outlets.

FIRE ALARM:  Fire Alarm and smoke detection systems shall be provided if 
required by the local governing jurisdictions.

SECURITY SYSTEMS:  Security systems are excluded.

TELEPHONE AND COMPUTER SYSTEMS: Telephone, data, and computer system 
equipment and wiring are excluded. Tenant phone equipment shall be provided 
by tenant and located within the tenant area.

                                        -6-

<PAGE>

                                  LEASE


DATED:     March 13, 1996

BETWEEN:   PACIFIC REALTY ASSOCIATES, L.P.,                          
           a Delaware limited partnership                            LANDLORD

AND:       THRUSTMASTER, INC.,                                       
           an Oregon corporation                                     TENANT


     Tenant wishes to lease from Landlord the following described property, 
hereinafter referred to as "the Premises":

     Approximately 22,551 square feet of warehouse and office space located 
in Building E, Evergreen Business Park, 7205 N.W. Evergreen Parkway, Suite 
900, Hillsboro, Oregon 97124 and as further described on the attached 
Exhibits A, B, C and D.

     If the Premises consist of a portion but not all of a building, the 
building housing the Premises is hereinafter referred to as "the Building."

     Landlord leases the Premises to Tenant for a term of 86 months 
commencing August 1, 1996 and continuing through September 30, 2003. No base 
rent shall be due for the first two (2) months of the lease term, but Tenant 
shall be obligated to pay for all other charges, taxes and expenses to be 
paid to Landlord specified in paragraphs 3 and 4 of this lease. Base rent 
shall be according to the following schedule:

                                                         Base Rent
     Period                                              Per Month
     ------                                              ----------
     August 1, 1996 through September 30, 1996           $     0.00
     October 1, 1996 through September 30, 2001          $11,720.00
     October 1, 2001 through September 30, 2003          $12,895.00

Rent for the month of October 1996, shall be paid on October 1, 1996. All 
rent, including base rent together with the charges, taxes and expenses to be 
paid to Landlord specified in paragraphs 3 and 4 of this lease, is payable in 
advance on the first day of each calendar month. If Landlord consents, Tenant 
may occupy the Premises prior to such commencement date upon payment of rent 
on a prorated basis and compliance with all terms of this lease.

     Delivery of possession shall occur when the Premises are occupied by 
Tenant or are ready to be occupied by Tenant with all work to be performed by 
Landlord substantially completed. No notice shall be required from Landlord 
if the Premises are ready on the date set for commencement of the term or on 
the first business day thereafter. If Landlord is unable to deliver 
possession of the Premises to Tenant because of strikes, acts of God, or any 
other cause beyond Landlord's control, then Tenant may take possession when 
Landlord notifies Tenant that the Premises are ready for possession, and the 
term of this lease shall commence on the first day of the first month 
following such date and continue for the specified number of months 
thereafter, notwithstanding the commencement and termination dates stated 
above. Tenant shall owe no rent until the Premises are ready for possession. 
Landlord shall have no liability for such delays in delivery of possession, 
and neither party shall have the right to terminate except that Landlord may 
cancel this lease without liability if permission to construct, use, or 
furnish necessary utilities to the Premises is denied or revoked by any 
governmental agency or public utility with such authority.

     This lease is subject to the following additional terms to which the 
parties agree:


Page 1 of 9
<PAGE>


     1.  USE OF THE PREMISES.

         (a)  Tenant shall use the Premises only for the purpose of 
conducting the following business:

              General office, production and warehousing.

If such use is prevented by any law or governmental regulation, Tenant may 
use the Premises for other reasonable uses.

         (b)  In connection with its use, Tenant shall, at its expense, 
comply with all applicable laws, ordinances, and regulations of any public 
authority, including those requiring alteration of the Premises because of 
Tenant's specific use; shall create no nuisance nor allow any objectionable 
liquid, odor, or noise to be emitted from the Premises; shall store no 
gasoline or other highly combustible materials on the Premises which would 
violate any applicable fire code or regulation nor conduct any operation that 
will increase Landlord's fire insurance rates for the Premises; and shall not 
overload the floors or electrical circuits of the Premises. Landlord shall 
have the right to approve the installation of any power-driven machinery by 
Tenant and may select a qualified electrician whose opinion will control 
regarding electrical circuits and a qualified engineer or architect whose 
opinion will control regarding floor loads. Allowable ground floor load shall 
be 300 pounds per square foot.

         (c)  Tenant may erect a 24-inch, non-illuminated, rigid foam, 
plexiglass-faced, individual letter sign stating its name, business, and 
product after first securing Landlord's written approval of the color, 
design, wording, and location, and all necessary governmental approvals. No 
signs shall be painted on the Building or exceed the height of the Building. 
All signs installed by Tenant shall be removed upon termination of this lease 
with the sign location restored to its former state.

         (d)  Tenant shall make no alterations, additions, or improvements to 
the Premises or change the color of the exterior without Landlord's prior 
written consent and without a valid building permit issued by the appropriate 
governmental agency. Upon termination of this lease, any such alterations, 
additions, or improvements (including without limitation all electrical, 
lighting, plumbing, heating and air-conditioning equipment, doors, windows, 
partitions, drapery, carpeting, shelving, counters, and physically attached 
fixtures) shall at once become part of the realty and belong to Landlord 
unless the terms of the applicable consent provide otherwise, or Landlord 
requests that part or all of the additions, alterations, or improvements be 
removed. In such case, Tenant shall at its sole cost and expense promptly 
remove the specified additions, alterations, or improvements and repair and 
restore the Premises to its original condition.

         (e)  Tenant shall, at its expense, comply with all applicable 
provisions of Title I of the Americans with Disabilities Act of 1990 ("the 
Act") related to its specific use of the Premises, and Landlord shall have no 
responsibility for compliance with the provisions of Title I of the Act. 
Landlord shall, at its expense, cause the Building to comply with, during the 
term of this lease and any extensions thereof, applicable provisions of Title 
III of the Americans with Disabilities Act of 1990 which relate to 
architectural barriers and communication barriers which are structural in 
nature so long as such compliance is readily achievable, as the term readily 
achievable is defined in the Act.

    2.  SECURITY DEPOSIT.

        Tenant has deposited with Landlord the sum of $12,895.00, hereinafter 
referred to as "the Security Deposit," to secure the faithful performance by 
Tenant of each term, covenant, and condition of this lease. If Tenant shall 
at any time fail to make any payment or fail to keep or perform any term, 
covenant, and condition on its part to be made or performed or kept under 
this lease, Landlord may, but shall not be obligated to and without waiving 
or releasing Tenant from any obligation under this lease, use, apply or 
retain the whole or any part of the Security Deposit (i) to the extent of any 
sum due to Landlord; or (ii) to make any required payment on Tenant's behalf; 
or (iii) to compensate Landlord for any loss, damage, attorneys' fees, or 
expense sustained by Landlord due to Tenant's default. In such event, Tenant 
shall, within 5 days of written demand by Landlord, remit to Landlord 
sufficient funds to restore the Security Deposit to its original sum; 
Tenant's failure to do so shall be a material breach of this lease. Landlord 
shall not be required to keep the Security Deposit separate from its general 
funds, and Tenant shall not be entitled to interest on such deposit. Should 
Tenant comply with all of the terms, covenants, and conditions of this lease, 
then the Security Deposit, less any sums owing to Landlord, shall be returned 
to Tenant (or, at Landlord's option, to the last assignee of Tenant's 
interests hereunder) after a period of 12 months from occupancy of the 
Premises.


Page 2 of 9



<PAGE>

     3.  UTILITY CHARGES; MAINTENANCE.

         (a) Tenant shall pay when due all charges for electricity, natural 
gas, water, garbage collection, janitorial service, sewer, and all other 
utilities of any kind furnished to the Premises during the lease term. If 
charges are not separately metered or stated, Landlord shall apportion the 
utility charges on a prorata per square foot basis. Landlord shall have no 
liability resulting from any interruption of utility services caused by fire 
or other casualty, strike, riot, vandalism, the making of necessary repairs 
or improvements, or any other cause beyond Landlord's reasonable control. 
Tenant shall control the temperature in the Premises to prevent freezing of 
any sprinkler system.

         (b) Landlord shall repair and maintain the roof, gutters, 
downspouts, exterior walls, building structure, foundation, exterior paved 
areas, and curbs of the Premises in good condition. Except for such 
obligations of Landlord, Tenant shall keep the Premises neatly maintained and 
in good order and repair. Tenant's responsibility shall include maintenance 
and repair of the electrical system, plumbing, drainpipes to sewers, 
air-conditioning and heating systems, overhead and personnel doors, and the 
replacement of all broken or cracked glass with glass of the same quality. 
Tenant shall refrain from any discharge that will damage the septic tank or 
sewers serving the Premises. It shall be Tenant's responsibility to utilize 
chair pads in all areas where chairs or other rolling equipment may damage 
floorcovering.

         (c) If the Premises have a separate entrance, Tenant shall keep the 
sidewalks abutting the Premises or the separate entrance free and clear of 
snow, ice, debris, and obstructions of every kind.

     4.  TAXES, ASSESSMENTS, AND OPERATING EXPENSES.

         (a) In conjunction with monthly rent payments, Tenant shall each 
month pay a sum representing Tenant's proportionate share of real property 
taxes and operating expenses for the Premises. Such amount shall annually be 
estimated by Landlord in good faith to reflect actual or anticipated costs. 
Tenant's share of taxes and operating expenses shall not exceed 14 Cents per 
square foot per month for the calendar year 1997. Upon termination of this 
lease or at periodic intervals during the term hereof, Landlord shall 
compute its actual costs for such expenses during such period.  Any 
overpayment by Tenant shall be credited to Tenant against the next rental 
payment when due, and any deficiency shall be paid by Tenant within 15 days 
after receipt of Landlord's statement. Landlord's records of expenses for 
taxes and operating expenses may be inspected by Tenant at reasonable times 
and intervals. In the event Landlord's allocations are in error by an amount 
exceeding five percent (5%) of the correct allocations, Landlord shall pay 
Tenant's reasonable costs of conducting the inspection. Tenant may, at its 
option, and expense, challenge to the appropriate governmental agencies any 
tax assessments affecting Tenant's property and the allocation of taxes 
hereunder, and shall be entitled to its proportionate share of the refund 
resulting from a successful challenge  made either by Tenant or Landlord. In 
the event Tenant's challenge of real estate taxes results in an increased 
assessment, then Tenant shall be responsible for such increase.

         (b) Tenant's proportionate share of real property taxes shall mean 
that percentage of the total assessment affecting the Premises which is the 
same as the percentage which the rentable area of the Premises bears to the 
total rentable area of all buildings covered by the tax statement. Tenant's 
proportionate share of operating expenses for the Building shall be computed 
by dividing the rentable area of the Premises by the total rentable area of 
the Building.

         (c) Real property taxes charged to Tenant hereunder shall include 
all general real property taxes assessed against the Premises or payable 
during the lease term, installment payments on Bancrofted special 
assessments, and any rent tax, tax on Landlord's interest under this lease, 
or any tax in lieu of the foregoing, whether or not any such tax is now in 
effect. Tenant shall not, however, be obligated to pay any tax based upon 
Landlord's net income.

         (d) Operating expenses charged to Tenant hereunder shall include all 
usual and necessary costs of operating and maintaining the Premises, 
Building, and any surrounding common areas including, but not limited to, the 
cost of all utilities or services not paid directly by Tenant, property 
insurance, property management, maintenance and repair of landscaping, 
parking areas, and any other common facilities. Operating expenses shall not 
include roof replacement or correction of structural deficiencies of the 
Building. Increases in operating expenses shall not exceed five percent (5%) 
annually on a cumulative basis.

Page 3 of 9

<PAGE>

     5.  PARKING AND STORAGE AREAS.

         (a) Tenant, its employees, and customers shall have the exclusive 
right to use 47 private parking spaces in the parking area serving the 
Premises. Tenant shall control the use of such parking spaces so that there 
will be no unreasonable interference with the normal traffic flow, and shall 
permit no parking on any landscaped or unpaved surface. Under no 
circumstances shall trucks serving the Premises be permitted to block streets.

         (b) Tenant shall not store any materials, supplies, or equipment 
outside in any unapproved or unscreened area. If Tenant erects any visual 
barriers for storage areas, Landlord shall have the right to approve the 
design and location. Trash and garbage receptacles shall be kept covered at 
all times.

     6.  TENANT'S INDEMNIFICATION; LIABILITY INSURANCE.

         (a) Tenant shall not allow any liens to attach to the Premises as a 
result of its activities. Tenant shall indemnify and defend Landlord from any 
claim, liability, damage, or loss arising out of any activity on the Premises 
by Tenant, its agents, or invitees or resulting from Tenant's failure to 
comply with any term of this lease.

         (b) Tenant shall carry general liability insurance on an occurrence 
basis with combined single limits of not less than $1,000,000. Such insurance 
shall be provided by an insurance carrier reasonably acceptable to Landlord 
and shall be evidenced by a certificate delivered to Landlord stating that 
the coverage will not be canceled or materially altered without 10 days' 
advance written notice to Landlord. Landlord shall be named as an additional 
insured on such policy.

     7.  PROPERTY DAMAGE; SUBROGATION WAIVER.

         (a) If fire or other casualty causes damage to the Building or the 
Premises in an amount exceeding 30 percent of the full 
construction-replacement cost of the Building or Premises, respectively, 
Landlord or Tenant may elect to terminate this lease as of the date of the 
damage by notice in writing to the other party within 30 days after such 
date. Otherwise, Landlord shall promptly repair the damage and restore the 
Premises to their former condition as soon as practicable. Rent shall be 
reduced during the period to the extent the Premises are not reasonably 
usable in Landlord's estimation for the use of permitted by this lease 
because of such damage and required repairs.

         (b) Landlord shall be responsible for insuring the Building, and 
Tenant shall be responsible for insuring its personal property and trade 
fixtures located on the Premises.

         (c) Neither party shall be liable to the other for any loss or 
damage caused by water damage, sprinkler leakage, or any of the risks covered 
by a standard fire insurance policy with extended coverage and sprinkler 
leakage endorsements, and there shall be no subrogated claim by one party's 
insurance carrier against the other party arising out to any such loss.

     8.  CONDEMNATION.

         If a condemning authority takes the entire Premises or a portion 
sufficient to render the remainder unsuitable for Tenant's use, in Tenant's 
estimation, then either party may elect to terminate this lease effective on 
the date that title passes to the condemning authority. Otherwise, Landlord 
shall proceed as soon as practicable to restore the remaining Premises to a 
condition comparable to that existing at the time of the taking. Rent shall 
be abated during the period of restoration to the extent the Premises are not 
reasonably usable by Tenant, and rent shall be reduced for the remainder of 
the term in an amount equal to the reduction in rental value of the Premises 
caused by the taking. All condemnation proceeds shall belong to Landlord, 
except for any such proceeds awarded by the condemning authority for the 
value of the Tenant's improvements, moving expenses, and any other items of 
the award specifically associated with Tenants occupancy.

Page 4 of 9

<PAGE>

     9.  ASSIGNMENT AND SUBLETTING.

         (a) Tenant shall not assign its interest under this lease nor sublet 
the Premises without first obtaining Landlord's consent in writing, which 
shall not be unreasonably withheld, subject to Paragraph 19(f) of this lease. 
This provision shall apply to all transfers by operation of law or through 
mergers and changes in control of Tenant. No assignment shall relieve Tenant 
of its obligation to pay rent or perform other obligations required by this 
lease and no one assignment or subletting shall be a consent to any further 
assignment or subletting. Provided, however, that Tenant may assign its 
interest to any party acquiring substantially all the assets of Tenant, or to 
an entity the majority of interest of which is owned by Tenant. In addition, 
any transfer of interest in the corporation by reason of transfers of the 
Stock of the corporation shall not be deemed to be a transfer requiring the 
consent of the Landlord.

         (b) Subject to the above limitations on transfer of Tenant's 
interest, this lease shall bind and inure to the benefit of the parties, 
their respective heirs, successors, and assigns.

     10.  DEFAULT.

         Any of the following shall constitute a default by Tenant under this 
lease:

         (a) Tenant's failure to pay rent or any other charge under this 
lease within 10 days after Landlord's written notice that a payment is due and 
unpaid, or failure to comply with any other term or condition within 30 days 
following written notice from Landlord specifying the noncompliance. If such 
noncompliance cannot be cured within the 30-days period, this provision shall 
be satisfied if Tenant commences correction within such period and thereafter 
proceeds in good faith and with reasonable diligence to effect compliance as 
soon as possible.

         (b) Tenant's insolvency; assignment for the benefit of its 
creditors; Tenant's voluntary petition in bankruptcy or adjudication as 
bankrupt, or the appointment of a receiver for Tenant's properties.

     11.  REMEDIES FOR DEFAULT.

         In case of default as described in paragraph 10 above, Landlord 
shall have the right of the following remedies which are intended to be 
cumulative and in addition to any other remedies provided under applicable 
law:

         (a) Terminate this lease without relieving Tenant from its 
obligation to pay damages.

         (b) Retake possession of the Premises by summary proceedings or 
otherwise, in which case Tenant's liability to Landlord for damages shall 
survive the tenancy. Landlord may, after such retaking of possession, relet 
the Premises upon any reasonable terms. No such reletting shall be construed 
as an acceptance of a surrender of Tenant's leasehold interest.

         (c) Recover damages caused by Tenant's default which shall include 
reasonable attorneys' fees at trial and on any appeal therefrom. Landlord may 
sue periodically to recover damages as they occur throughout the lease term, 
and no action for accrued damages shall bar a later action for damages 
subsequently accruing. Landlord may elect in any one action to recover 
accrued damages plus damages attributable to the remaining term of the lease 
equal to the difference between the rent under this lease and the reasonable 
rental value of the Premises for the remainder of the term, discounted to the 
time of judgment at the rate of 6 percent per annum.

         (d) Make any payment or perform any obligation required of Tenant so 
as to cure Tenant's default, in which case Landlord shall be entitled to 
recover all amounts so expended from Tenant, plus interest at the rate of 10 
percent per annum from the date of the expenditure.

Page 5 of 9

<PAGE>

     12.  SURRENDER ON TERMINATION.

         (a) On expiration or early termination of this lease, Tenant shall 
deliver all keys to Landlord, have final utility readings made on the date of 
move out, and surrender the Premises clean and free of debris inside and out, 
with all mechanical, electrical, and plumbing systems in good operating 
condition, all signing removed and defacement corrected, and all repairs 
called for under this lease completed. The Premises shall be delivered in the 
same condition as at the commencement of the term, subject only to 
depreciation and wear from ordinary use. Tenant shall remove all of its 
furnishings and trade fixtures that remain its property and restore all 
damage resulting from such removal. Failure to remove said property shall be 
an abandonment of same, and Landlord may dispose of it in any manner without 
liability.

         (b) If Tenant fails to vacate the Premises when required, including 
failure to remove all its personal property, Landlord may elect either: (i) 
to treat Tenant as a tenant from month to month, subject to all provisions of 
this lease except the provision for term and at a base rental of 115 percent 
of that specified in this lease; or (ii) to eject Tenant from the Premises 
and recover damages caused by wrongful holdover. Notwithstanding, Tenant 
shall have the right to hold over for a period of not more than three (3) 
months following expiration of the initial lease term at a base rental not to 
exceed 115% of the last month's rent.

     13.  LANDLORD'S LIABILITY.

         (a) Landlord warrants that so long as Tenant complies with all terms 
of this lease it shall be entitled to peaceable and undisturbed possession of 
the Premises free from any eviction or disturbance by Landlord or persons 
claiming through Landlord.

         (b) All persons dealing with Pacific Realty Associates, L.P. 
("Partnership") must look solely to the property and assets of Partnership 
for the payment of any claim against Partnership or for the performance of 
any obligation of Partnership as neither the general partner, limited 
partners, employees, nor agents or Partnership assume any personal liability 
for obligations entered into on behalf of Partnership (or its predecessors in 
interest) and their respective properties shall not be subject to the claims 
of any person in respect of any such liability or obligation. As used herein, 
the words "property and assets of partnership" exclude any rights of 
Partnership for the payment of capital contributions or other obligations to 
it by the general partner or any limited partner in such capacity.

     14.  MORTGAGE OR SALE BY LANDLORD; ESTOPPEL CERTIFICATES.

         (a) This lease is and shall be prior to any mortgage or deed of 
trust ("Encumbrance") recorded after the date of this lease and affecting the 
Building and the land upon which the Building is located. However, if any 
lender holding an Encumbrance secured by the Building and the land 
underlying the Building requires that this lease be subordinate to the 
Encumbrance, then Tenant agrees that this lease shall be subordinate to the 
Encumbrance if the holder thereof agrees in writing with Tenant that so long 
as Tenant performs its obligations under this lease no foreclosure, deed 
given in lieu of the foreclosure, or sale pursuant to the terms of the 
Encumbrance, or other steps or procedures taken under the Encumbrance shall 
affect Tenant's rights under this lease. If the foregoing condition is met, 
Tenant shall execute the written agreement and any other documents required 
by the holder of the Encumbrance to accomplish the purposes of this paragraph.

         (b) If the Building is sold as a result of foreclosure of any 
Encumbrance thereon or otherwise transferred by Landlord or any successor, 
Tenant shall attorn to the purchaser or transferee.

         (c) Either party shall within 20 days after notice from the other 
execute and deliver to the other party a certificate stating whether or not 
this lease has been modified and is in full force and effect and specifying 
any modifications or alleged breaches by the other party. The certificate 
shall also state the amount of monthly base rent, the dates to which rent has 
been paid in advance, and the amount of any security deposit or prepaid rent. 
Failure to deliver the certificate within the specified time shall be 
conclusive upon the party of whom the certificate was requested that the 
lease is in full force and effect and has not been modified except as may be 
represented by the party requesting the certificate.

Page 6 of 9

<PAGE>

     15.  DISPUTES - ATTORNEYS' FEES.

         In the event of any litigation arising out of this lease, the 
prevailing party shall be entitled to recover from the other party, in 
addition to all other relief provided by law or judgement, its reasonable 
costs and attorneys' fees incurred both at and in preparation for trial and 
any appeal or review, such amount to be as determined by the court(s) before 
which the matter is heard. Disputes between the parties which are to be 
litigated shall be tried before a judge without a jury.

     16.  SEVERABILITY.

         If any provision of this lease is held to be invalid, unenforceable 
or illegal the remaining provisions shall not be affected and shall be 
enforced to the fullest extent permitted by law.

     17.  INTEREST AND LATE CHARGES.

         Rent not paid within 10 days of when due shall bear interest from 
the date due until paid at the rate of 10 percent per annum. Landlord may at 
its option impose a late charge of $.05 for each $1.00 of rent for rent 
payments made more than 10 days late in addition to interest and other 
remedies available for default.

     18.  GENERAL PROVISIONS.

         (a) Waiver by either party of strict performance of any provision of 
this lease shall not be a waiver of nor prejudice the party's right otherwise 
to require performance of the same provision or any other provision.

         (b) Subject to the limitations on transfer of Tenant's interest, 
this lease shall bind and inure to the benefit of the parties, their 
respective heirs, successors, and assigns.

         (c) Landlord shall have the right to enter upon the Premises with 
reasonable prior notice (except in the case of an emergency) to determine 
Tenant's compliance with this lease, to make necessary repairs to the 
Building or the Premises, or to show the Premises to any prospective tenant 
or purchasers. During the last two month of the term, Landlord may place and 
maintain upon the Premises notices for leasing or sale of the Premises.

         (d) If this lease commences or terminates at a time other than the 
beginning or end of one of the specified rental periods, then the rent 
(including Tenant's share of real property taxes, if any) shall be prorated 
as of such date, and in the event of termination for reasons other than 
default all prepaid rent shall be refunded to Tenant or paid on its account.

         (e) Notices between the parties relating to this lease shall be in 
writing, effective when delivered, or if mailed, effective on the second day 
following mailing, postage prepaid, to the address for the party stated in 
this lease or to such other address as either party may specify by notice to 
the other. Rent shall be payable to Landlord at the same address and in the 
same manner.

     19.  ENVIRONMENTAL.

         (a) DEFINITIONS. The term "Environmental Law" shall mean any 
federal, state or local statute, regulation or ordinance or any judicial or 
other governmental order pertaining to the protection of health, safety or 
the environment. The term "Hazardous Substance" shall mean any hazardous, 
toxic, infectious or radioactive substance, waste and material as defined or 
listed by any Environmental Law and shall include, without limitation, 
petroleum oil and its fractions.

         (b) USE OF HAZARDOUS SUBSTANCES. Tenant shall not cause or permit 
any Hazardous Substance to be spilled, leaked, disposed of or otherwise 
released on or under the Premises. Tenant may use and sell on the Premises 
only those Hazardous substances typically used and sold in the prudent and 
safe operation of the business permitted by Section 1 of this lease. Tenant 
may store such Hazardous Substances on the Premises, but only in quantities 
necessary to satisfy Tenant's reasonably

Page 7 of 9

<PAGE>

anticipated needs. Tenant shall comply with all Environmental Laws and 
exercise the highest degree of care in the use, handling and storage of 
Hazardous Substances and shall take all practicable measures to minimize the 
quantity and toxicity of Hazardous Substances used, handled or stored on the 
Premises.

     (c) NOTICES. Tenant shall immediately notify Landlord upon becoming 
aware of the following: (a) any spill, leak, disposal or other release of a 
Hazardous Substance on, under or adjacent to the Premises; (b) any notice or 
communication from a governmental agency or any other person relating to any 
Hazardous Substance on, under or adjacent to the Premises; or (c) any 
violation of any Environmental Law with respect to the Premises or Tenant's 
activities on or in connection with the Premises.

     (d) SPILLS AND RELEASES. In the event of a spill, leak, disposal or 
other release of a Hazardous Substance on or under the Premises caused by 
Tenant or any of its contractors, agents or employees or invitees, or the 
suspicion or threat of the same, Tenant shall (i) immediately undertake all 
emergency response necessary to contain, cleanup and remove the released 
Hazardous Substance, (ii) promptly undertake all investigatory, remedial, 
removal and other response action necessary or appropriate to ensure that any 
Hazardous Substances contamination is eliminated to Landlord's reasonable 
satisfaction, and (iii) provide Landlord copies of all correspondence with 
any governmental agency regarding the release (or threatened or suspected 
release) or the response action, a detailed report documenting all such 
response action, and a certification that any contamination has been 
eliminated. All such response action shall be performed, all such reports 
shall be prepared and all such certifications shall be made by an 
environmental consultant reasonably acceptable to Landlord.

     (e) CONDITION UPON TERMINATION. Upon expiration of this lease or sooner 
termination of this lease for any reason, Tenant shall remove all Hazardous 
Substances and facilities used for the storage or handling of Hazardous 
Substances from the Premises and restore the affected areas by repairing any 
damage caused by the installation or removal of the facilities. Following 
such removal, Tenant shall certify in writing to Landlord that all such 
removal is complete. The foregoing obligation shall not apply to any 
pre-existing contamination.

     (f) ASSIGNMENT AND SUBLETTING. Notwithstanding the provisions of 
paragraph 9 of this lease, it shall not be unreasonable for Landlord to 
withhold its consent to any assignment, sublease or other transfer of the 
Tenant's interest in this lease if a proposed transferee's anticipated use of 
the Premises involves the generation, storage, use, sale, treatment, release 
or disposal of any Hazardous Substance.

     (g) INDEMNITY.

          (i) BY TENANT. Tenant shall indemnify, defend and hold harmless 
Landlord, its employees and agents, any persons holding a security interest 
in the Premises, and the respective successors and assigns of each of them 
from and against any and all claims, demands, liabilities, damages, fines, 
losses, costs (including without limitation the cost of any investigation, 
remedial, removal or other response action required by Environmental Law) and 
expenses (including without limitation attorneys' fees and expert fees in 
connection with any trial, appeal, petition for review or administrative 
proceeding) arising out of or in any way relating to the use, treatment, 
storage, generation, transport, release, leak, spill, disposal or other 
handling of Hazardous Substances on the Premises by Tenant or any of its 
contractors, agents or employees or invitees. Tenant's obligations under this 
section shall survive the expiration or termination of this lease for any 
reason. Landlord's rights under this section are in addition to and not in 
lieu of any other rights or remedies to which Landlord may be entitled under 
this agreement or otherwise.

          (ii) BY LANDLORD. Landlord shall indemnify, defend and hold 
harmless Tenant and its employees and agents and the respective successors 
and assigns of each of them from and against any and all claims, demands, 
liabilities, damages, fines, losses, costs (including without limitation the 
cost of any investigation, remedial, removal or other response action 
required by Environmental Law) and expenses (including without limitation 
attorneys' fees and expert fees in connection with any trial, appeal, 
petition for review or administrative proceeding) arising out of or in any 
way relating to the actual or alleged use, treatment, storage, generation, 
transport, release, leak, spill, disposal or other handling of Hazardous 
Substances on the Premises by Landlord, or any of its contractors, agents or 
employees or by Landlord's previous tenants of the Premises. Landlord's 
obligations under this section shall survive the expiration or termination of 
this lease for any reason. Tenant's rights under this section are in addition 
to and not in lieu of any other rights or remedies to which Tenant may be 
entitled under this Agreement or otherwise.

Page 8 or 9

<PAGE>

20. RENEWAL OPTION.

     If not then in default, Tenant shall have the option to renew this lease 
for one additional five-year term immediately following expiration of the 
initial lease term by giving Landlord 180 days' advance written notice of its 
intent to extend. All provisions of this lease shall apply during the 
extended term, except that rent for the renewal period shall be an amount 
determined on a fair market value basis and agreed upon by parties at least 
90 days prior to commencement of the renewal period, but in no case less than 
that of the preceding term.

21. RIGHT OF FIRST NOTICE.

     Landlord shall notify Tenant of the availability of adjacent space 
within the Building. Tenant shall have ten (10) business days after such 
notification to decide whether or not it wishes to exercise its right to take 
such space. If Tenant does not so exercise, Landlord will have the 
unrestricted right to lease such space to others.

22. SIGNAGE.

     Tenant may install monument and/or building signage, subject to mutually 
acceptable size and location.

23. TENANT IMPROVEMENTS.

     Landlord shall provide Tenant with a tenant improvement allowance of 
$317,067.00 ($14.06 per square foot). Said Improvements shall be constructed 
by Landlord's contractor in accordance with plans and specifications attached 
hereto as Exhibit C and D and are subject to applicable building codes as 
interpreted by the City of Hillsboro. Any unspent tenant improvement dollars 
shall be credited against the initial month's rent. Any additional tenant 
improvements up to $3.00 per square foot shall be amortized at eleven percent 
(11%) interest over the term of this lease.

     IN WITNESS WHEREOF, the duly authorized representatives of the parties 
have executed this lease as of the day and year first written above.

PACIFIC REALTY ASSOCIATES, L.P.,         THRUSTMASTER, INC.,
A DELAWARE LIMITED PARTNERSHIP           AN OREGON CORPORATION

BY PACTRUST REALTY, INC., A DELAWARE
   CORPORATION, ITS GENERAL PARTNER

   By /s/ Sam K. Briggs                  By     /s/ Kent E. Koski
      -----------------------------             ------------------------------
      Sam K. Briggs                      Name   Kent E. Koski
      Marketing Director                        ------------------------------
                                         Title  Vice President-Finance
                                                ------------------------------

                                         By
                                                ------------------------------
                                         Name
                                                ------------------------------
                                         Title
                                                ------------------------------
ADDRESS FOR NOTICES/RENT PAYMENTS TO LANDLORD:
15350 S.W. Sequoia Parkway, Suite 300
Portland, Oregon 97224
                                          ADDRESS FOR LEGAL NOTICES TO TENANT:

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

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

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

                                          ADDRESS FOR INVOICES TO TENANT:

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

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

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

Page 9 of 9

<PAGE>

                                      EXHIBIT A

                                        [MAP]

<PAGE>

                                      EXHIBIT B

                                     [FLOOR PLAN]

<PAGE>
                                      EXHIBIT C

                                     [FLOOR PLAN]

<PAGE>

                                      EXHIBIT D

                                 THRUSTMASTER, INC.
                       BUILDING E, EVERGREEN BUSINESS PARK

                        TENANT IMPROVEMENT SPECIFICATIONS

                                   MARCH 13, 1996

GENERAL

The cost of standard tenant improvement work described below shall be covered 
under the tenant improvement allowance.

ARCHITECTURE AND ENGINEERING: Architecture and engineering required to obtain 
a building permit are included for standard office and warehouse occupancy 
classifications.

PERMITS/FEES: Building permits, plan check fees, fire and life safety review 
charges, sewer connection fees and SDC's, and traffic impact fees are 
included for the "manufacturing" occupancy classification.

EXCLUSIONS: Items noted as "excluded" are items which Landlord will consider 
for inclusion but are not included in a typical improvement and do not 
generally fit within a "building standard" tenant improvement allowance.

EXTERIOR AND BUILDING SHELL

EXTERIOR: Modifications to sitework and exterior building shell to 
accommodate unusual tenant needs are excluded. This would include patios; 
equipment pads; noise or special visual screening; modifications to exterior 
building walls, windows, or doors; and upgrading of electrical, storm sewer 
or sanitary sewer systems. Exterior fencing is excluded.

TENANT ENTRIES AND MAN-DOORS: Tenant entry shall include a single storefront 
door in the aluminum storefront system. Exit doors shall be provided per code 
requirements. Exterior man-doors into warehouse areas shall be 3' x 7' hollow 
metal with Schlage "D" series lever locks. Special access systems, card lock 
entries, and unusual door hardware items are excluded.

OVERHEAD DOORS: Exterior overhead doors shall be uninsulated steel sectional 
type, manually operated, vertical or high lift configuration.

                                     -1-

<PAGE>

ELECTRICAL: Building shell electrical system includes the main electrical 
service (1200 Amp, 277/480 Volt, 3-phase) to be shared by building tenants 
and "house" panels for exterior lighting and common area power requirements. 
Tenant improvement electrical service includes distribution of power from the 
main building service to tenant subpanels and the addition of any tenant 
subpanels within the tenant space. Generators and UPS systems are excluded.

WAREHOUSE AREAS

DEMISING WALLS: Demising walls shall extend from floor level to the underside 
of the building roof structure. Demising walls in buildings with clear height 
less than 18 feet shall be constructed using metal studs with 5/8" sheetrock 
each side. Fiberglass batt insulation shall be provided in metal stud 
demising walls from floor to 9 feet high.

Demising walls in 18' to 24' clear height buildings shall be constructed 
using wood studs spaced approximately 4 feet on center and a single layer of 
5/8" plywood connected to studs with wood "stops". Wood demising walls are 
uninsulated.

EXTERIOR WALLS: Exterior walls within warehouse areas shall remain 
unpainted, exposed concrete. Insulation for exterior walls within warehouse 
areas is excluded.

CEILINGS/ROOF STRUCTURE: Finished ceilings within warehouse areas are 
excluded. Roof structure is insulated with R-19 insulation and shall remain 
exposed. Painting of roof structure and supporting elements is excluded.

FLOORING: Warehouse floor shall be exposed, sealed concrete.

PLUMBING: Special plumbing such as process water and waste systems are 
excluded under standard tenant improvements.

FIRE PROTECTION: Building shell fire protection system includes service to 
the building and overhead sprinkler piping and heads. Upgrading of fire 
protection systems for special hazard uses, rack sprinkling, and hose 
stations are excluded. Modifications to the overhead system shall be provided 
if required to accommodate demising wall layout.

H.V.A.C.: Gas fired unit heaters shall provide heating in warehouse areas for 
freeze protection of overhead water piping only. Special production area 
H.V.A.C. and special structural supports for mechanical equipment are 
excluded.

ELECTRICAL: Warehouse lighting shall be provided using fluorescent fixtures 
to approximately 10 - 15 foot-candles measured 30'' above floor; warehouse 
lights to be switched from a location near the office. Warehouse area 
electrical shall include: Two (2) 200 volt, 3-phase outlets and one (1) 
general convenience outlet. Production area (50' x 87.5') electrical shall 
include a 12-foot square power grid with one (1) 110 volt drop at each 
intersection.

                                     -2-


<PAGE>

IMPROVED OFFICE AREAS

CONCRETE: Existing concrete slab on grade shall be sawcut, removed and 
poured back for underslab utilities as necessary.

EXTERIOR WALLS: Exterior concrete walls within improved office areas shall 
receive metal stud furring, insulation, and 5/8" smooth finished sheetrock. 
Exterior framed walls within improved office areas shall receive thermal 
insulation and 5/8" smooth finished sheetrock from floor to 9 feet high.

OFFICE/WAREHOUSE SEPARATION WALLS: Walls separating improved office areas 
and warehouse areas shall extend from floor level to 12 feet above floor. 
Such walls shall be constructed using metal studs, fiberglass batt insulation 
from floor to 9 feet high, and 5/8" sheetrock each side. Sheetrock shall 
extend from floor to top of framing on the warehouse side of the wall and 
from floor to ceiling level on the office side of the wall.

INTERIOR PARTITIONS: Interior partitions shall extend from floor level to 
the underside of ceiling grid.  Interior partitions shall be constructed 
using 3-1/2" metal studs at 24" on center and 5/8" smooth finished sheetrock 
each side. Batt insulation shall be provided in walls surrounding toilet and 
conference rooms.

INTERIOR DOORS: Interior doors shall be nominal 3'-0" by 7'-0" solid core 
oak with light Watco finish ("Building Standard Finish") in Timely door 
frames, factory pre-painted in standard off-white color ("Building Standard 
Frame"). Door hardware to include 1-1/2 pair butts, Schlage "AL" series 
lever latch, and wall stop for each door.  Door hardware finish to be 
polished chrome.

FOLDING PARTITION: An allowance of $14,000 has been included for a folding 
partition and supporting structural system.

RELITES: Relites are excluded for standard tenant improvements. When used, 
relites shall include 1/4" tempered glass in Building Standard Frame.

CABINETS AND MILLWORK: Plastic laminate covered countertops shall be 
provided with counter-mounted lavatories in each toilet room. Cabinets to be 
constructed to A.W.I. standards with plastic laminate covered tops, fronts, 
and sides. Cabinet interiors shall be constructed of melamine or standard 
low pressure laminate on particle board substrate. Concealed hinges, 
heavy-duty drawer hardware, and wire pulls shall be included for all drawers 
or doors.  One 4' by 4' plywood mounting board is included for tenant's phone 
equipment. Cabinets other than those listed above, wall paneling, wood base, 
shelving, and other special millwork items are excluded.

ACOUSTICAL CEILINGS: Acoustical ceiling to be 2' by 2' tegular edge ceiling 
tile (Armstrong Minatone #705 Fissured) in standard suspended grid.  Ceiling 
height to be approximately 9 feet.


                                       -3-

<PAGE>

FLOOR COVERINGS: Floor covering colors shall be selected by Tenant from 
Landlord's standard finish options. Carpet shall be cut pile or loop as 
selected by Tenant. Cut pile carpet shall be installed on carpet pad. VCT 
shall be installed in lunch rooms, copy rooms, storage rooms, and other 
appropriate locations. Sheet vinyl flooring shall be provided in toilet 
rooms. Rubber base shall be 4" high in continuous lengths.  6" high rubber 
base shall be used in toilet rooms. Coved base to be used in areas with 
resilient flooring; flat base to be used in carpeted areas. Quarry or 
ceramic tiles, wood flooring, raised computer floors, and other special floor 
finishes are excluded.

PAINTING AND WALL COVERING: All interior walls in improved office areas 
shall receive primer and two coats of finish paint. Paint color is to be 
selected from Landlord's standard color options. Plastic laminate wainscot 
shall be provided on "wet" walls within toilet rooms. Vinyl, fabric, and 
other wall coverings are excluded.

WINDOW COVERINGS: Exterior windows shall be covered with vertical blinds 
(solid plastic slats), in building standard color.

APPLIANCES: Appliances such as dishwashers, refrigerators, garbage disposers, 
and microwave ovens; and vending machines, coffee makers or other similar 
equipment are excluded.

FURNITURE AND ACCESSORIES: Toilet room accessories include one toilet paper 
holder and one seat cover dispenser for each water closet, one paper towel 
dispenser for each toilet room, and grab bars where required by code. All 
toilet accessories shall be surface mounted units. One counter mounted soap 
dispenser shall be provided for each toilet room lavatory. Furniture, coat 
hooks, desk partitions, tack boards, white boards, projection screens, fire 
extinguishers and cabinets, lockers, and other miscellaneous accessories are 
excluded.

PLUMBING: Plumbing shall be provided within the tenant area to serve 
necessary toilet facilities, a Lunch Room sink, and drinking fountain if 
required by code. Special plumbing work such as showers and vending machine 
connections are excluded.

FIRE PROTECTION: Existing overhead fire protection system shall be modified 
as required for tenant improvement ceiling and wall layout. Fire protection 
work includes the addition of "drops" to ceilings and chrome, semi-recessed 
sprinkler heads.

H.V.A.C.: Roof-top gas/electric packaged HVAC units shall provide heating and 
cooling to finished office areas. Typical office cooling to be approximately 
400 square feet per ton. Maximum roof top unit size to be 7.5 ton. Each zone 
to be thermostatically controlled. Special production or clean room H.V.A.C., 
special computer room mechanical work, and special structural support of 
mechanical equipment are excluded. Ceiling mounted or roof-top mounted 
(Landlord's option) exhaust fans shall be provided for toilet room locations.


                                       -4-

<PAGE>

ELECTRICAL: Office area electrical work includes furnishing and installation 
of lighting, power outlets, mud rings with pull strings for phone/data 
locations, and power connections to HVAC equipment. Electrical devices to be 
intermediate grade with wiring systems to meet code.  Generators and UPS 
systems are excluded.

Office lighting shall be provided using 2' by 4' fluorescent light fixtures 
with standard acrylic lenses. Wattage available for lighting for each tenant 
space is governed by the Oregon Energy Code.

Current (**) limitations are as follows:

    Under 1,000 square feet -       2 watts per square foot

    1,000 - 5,999 square feet -     2,000 watts plus 1.6 watts per square
                                    foot for area over 1,000 square feet

    6,000 square feet and up -      10,000 watts plus 1.2 watts per square
                                    foot for area over 6,000 square feet

**NOTE: AS OF 1996, ENERGY CODE REQUIREMENTS ARE UNDER REVISION AND WILL BE 
        MORE RESTRICTIVE THAN LISTED LIMITATIONS.

Special architectural lighting (track lighting, spot lighting, down lights, 
wall sconces, etc.) is excluded. Dual level light switching is excluded. 
Lighting lamps, ballasts, and controls shall meet electrical energy 
consumption code requirements.

Power supply for Tenant desk partitions to be provided at wall, floor, or 
power pole locations only; connection to Tenant's power poles or partition 
system and wiring within desk partitions are excluded. Mud rings with pull 
strings to the area above ceiling shall be provided 1 each per 240 square 
feet of improved office area for Tenant installed telephone and data wiring. 
Cover plates and receptacles for telephone and data wiring and unused mud 
rings shall be provided by the Tenant's phone or data wiring vendor.

Special electrical shall include the following items only:

1.   Open office Areas: One (1) above ceiling electrical supply location for 
     Tenant's power poles to supply four (4) workstations. Power poles to be 
     supplied by Tenant.
2.   Coffee Bar: Two (2) duplex above countertop.
3.   Conference Room: Three (3) duplex, one (1) phone/data each room.
4.   Rest Rooms: One (1) G.F.I. each room.
5.   Janitorial: One (1) duplex.
6.   Data/Telephone: Two (2) dedicated outlets.
7.   Arcade: Six (6) duplex.
8.   Drinking Fountains: Dedicated duplex at each location.
9.   Training: Three (3) outlets each room, one (1) phone/data each room.
10.  Lunch Room/Coffee Bar: One (1) dedicated for microwave, two (2) outlets.
11.  Vending: Four (4) duplex


                                       -5-

<PAGE>

FIRE ALARM: Fire alarm and smoke detection systems shall be provided if 
required by the local governing jurisdictions.

SECURITY SYSTEMS: Security systems are excluded.

TELEPHONE AND COMPUTER SYSTEMS: Telephone, data, and computer system 
equipment and wiring are excluded. Tenant phone equipment shall be provided 
by tenant and located within the tenant area.





                                       -6-