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                                                              EXHIBIT 10.4
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                          STANDARD OFFICE LEASE-GROSS
                  AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
      [LOGO OF AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION APPEARS HERE]





1. Basic Lease Provisions ("Basic Lease Provisions")

   1.1  Parties: This Lease, dated, for reference purposes only, April 10, 1996,
                                                                 ----------  --
is made by and between SILVER GENESIS INC., A California corporation,
                       ---------------------------------------------   
(herein called "Lessor") and NET VANTAGE INC., a California corporation,
                             ------------------------------------------
doing business under the name of Same, (herein called "Lessee").
                                 ----   

   1.2  Premises: Suite Number(s) of  200, second floors, consisting of 
                                      ---
approximately 12,000 RSF* feet, more or less, as defined in paragraph 2 and as 
              -----------
shown on Exhibit "A" hereto (the "Premises").

   1.3  Building: Commonly described as being located at 
 201 Continental Boulevard                                                     ,
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in the City of     El Segundo                                                  ,
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County of          Los Angeles                                                 ,
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State of           California                , as more particularly described in
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Exhibit ______ hereto, and as defined in paragraph 2.

   1.4  Use: General office use and computer/electronics dry laboratories
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                                                       , subject to paragraph 6.
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   1.5  Term: Sixty (60) months commencing February 1, 1997
              -----------------            ----------------
("Commencement Date") and ending January 31, 2003, as defined in paragraph 3.
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   1.6  Base Rent: $12,734.26  ($1.06 per SF) per month payable on the _____ day
                   --------------------------
of each month, per paragraph 4.1 Rent shall be calculated based upon $1.06 per 
                                 ---------------------------------------------
rentable square foot.
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   1.7  Base Rent Increase: On    (None)    the monthly Base Rent payable under 
                              --------------
paragraph 1.6 above shall be adjusted as provided in paragraph 4.3 below.

   1.8  Rent Paid Upon Execution:
                                 -----------------------------------------------
for
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   1.9  Security Deposit: $12,734.26
                         -------------------------------------------------------

   1.10 Lessee's Share of Operating Expense Increase: 29  % as defined in 
paragraph 4.2.                                        ----

2. Premises, Parking and Common Areas.

   2.1 Premises: The Premises are a portion of a building, herein sometimes 
referred to as the "Building" identified in paragraph 1.3 of the Basic Lease
Provisions. "Building" shall include adjacent parking structures used in
connection therewith. The Premises, the Building, the Common Areas, the land
upon which the same are located, along with all other buildings and improvements
thereon or thereunder, are herein collectively referred to as the "Office
Building Project." Lessor hereby leases to Lessee and Lessee leases from Lessor
for the term, at the rental, and upon all of the conditions set forth herein,
the real property referred to in the Basic Lease Provisions, paragraph 1.2, as
the "Premises," including rights to the Common Areas as hereinafter specified.

   2.2 Vehicle Parking: So long as Lessee is not in default, and subject to the 
rules and regulations attached hereto, and as established by Lessor from time to
time, Lessee shall be entitled to rent and use, without preference, 36 parking
                                                                    --
spaces in the Office Building Project at the monthly rate applicable from time 
to time for monthly parking as set by Lessor and/or its licensee, which shall be
reasonable and non-discriminatory.

       2.2.1 If Lessee commits, permits or allows any of the prohibited
activities described in the Lease or the rules then in effect, then Lessor shall
have the right, without notice, in addition to such other rights and remedies
that it may have, to remove or tow away the vehicle involved and charge the cost
to Lessee, which cost shall be immediately payable upon demand by Lessor.

      2.2.2 The monthly parking rate per parking space will be $ -0- per month 
                                                                ----
at the commencement of the term of this Lease, and is subject to change upon 
five (5) days prior written notice to Lessee. Monthly parking fees shall be 
payable one month in advance prior to the first day of each calender month.

   2.3 Common Areas--Definition. The term "Common Areas" is defined as all 
areas and facilities outside the Premises and within the exterior boundary line
of the Office Building Project that are provided and designated by the Lessor
from time to time for the general non-exclusive use of Lessor, Lessee and of
other lessees of the Office Building Project and their respective employees,
suppliers, shippers, customers and invitees, including but not limited to common
entrances, lobbies, corridors, stairways and stairwells, public restrooms,
elevators, escalators, parking areas to the extent not otherwise prohibited by
this Lease, loading and unloading areas, trash areas, roadways, sidewalks,
walkways, parkways, ramps, driveways, landscaped areas and decorative walls.

   2.4 Common Areas--Rules and Regulations. Lessee agrees to abide by and 
conform to the rules and regulations attached hereto as Exhibit B with respect
to the Office Building Project and Common Areas, and to cause its employees, 
suppliers, shippers, customers, and invitees to so abide and conform. Lessor or 
such other person(s) as Lessor may appoint shall have the exclusive control and 
management of the Common Areas and shall have the right, from time to time, to 
reasonably and non-discriminatorily modify, amend and enforce said rules and 
regulations. Lessor shall not be responsible to Lessee for the non-compliance
with said rules and regulations by other lessees, their agents, employees and 
invitees of the Office Building Project.

   2.5 Common Areas--Changes. Lessor shall have the right, in Lessor's sole 
discretion, from time to time:
 
      (a) To make changes to the Building interior and exterior and Common 
Areas, including, without limitation, changes in the location, size, shape, 
number, and appearance thereof, including but not limited to the lobbies, 
windows, stairways, air shafts, elevators, escalators, restrooms, driveways,
entrances, parking spaces, parking areas, loading and unloading areas, ingress, 
egress, direction of traffic, decorative walls, landscaped areas and walkways;
provided, however, Lessor shall at all times provide the parking facilities 
required by applicable law;

      (b) To close temporarily any of the Common Areas for maintenance purposes
so long as reasonable access to the Premises remains available; 
      
      (c) To designate other land and improvements outside the boundaries of the
Office Building Project to be a part of the Common Areas, provided that such 
other land and improvements have a reasonable and functional relationship to the
Office Building Project;

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

      (e) To use the Common Areas while engaged in making additional
improvements, repairs or alterations to the Office Building Project, or any
portion thereof;

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

3. Term.

   3.1 Term. The term and Commencement Date of this Lease shall be as specified 
in paragraph 1.5 of the Basic Lease Provisions.

   3.2 Delay in Possession. Notwithstanding said Commencement Date, if for any 
reason Lessor cannot deliver possession of the Premises to Lessee on said date
and subject to paragraph 3.2.2, Lessor shall not be subject to any liability 
therefor, nor shall such failure affect the validity of this Lease or the 
obligations of Lessee hereunder or extend the term hereof; but, in such case,
Lessee shall not be obligated to pay rent or perform any other obligation of 
Lessee under the terms of this Lease, except as may be otherwise provided in 
this lease, until possession of the Premises is tendered to Lessee as 
hereinafter defined; provided, however, that if Lessor shall not have
delivered possession of the Premises within sixty (60) days following said 
Commencement Date, as the same may be extended under the terms of a Work Letter 
executed by Lessor and Lessee, Lessee may, at Lessee's 

[*] subject to Paragraph 50                   
                                                     

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option, by notice in writing to Lessor within ten (10) days thereafter, cancel 
this Lease, in which event the parties shall be discharged from all obligations 
hereunder; provided, however, that, as to Lessee's obligations, Lessee first 
reimburses Lessor for all costs incurred for Non-Standard Improvements and, as 
to Lessor's obligations, Lessor shall return any money previously deposited by 
Lessee (less any offsets due Lessor for Non-Standard Improvements); and provided
further, that if such written notice by Lessee is not received by Lessor within 
said ten (10) day period, Lessee's right to cancel this Lease hereunder shall 
terminate and be of no further force or effect.

           3.2.1   Possession Tendered -- Defined. Possession of the Premises 
shall be deemed tendered to Lessee upon mutual execution ("Tender of 
Possession").

           3.2.2   Delays Caused by Lessee. There shall be no abatement of 
rent, and the sixty (60) day period following the Commencement Date before which
Lessee's right to cancel this Lease accrues under paragraph 3.2, shall be deemed
extended to the extent of any delays caused by acts or omissions of Lessee,
Lessee's agents, employees and contractors.

     3.3   Early Possession. If Lessee occupies the Premises prior to said 
Commencement Date, such occupancy shall be subject to all provisions of this 
Lease, such occupancy shall not change the termination date, and Lessee shall 
pay rent for such occupancy.

     3.4   Uncertain Commencement. In the event commencement of the Lease term 
is defined as the completion of the improvements, Lessee and Lessor shall 
execute an amendment to this Lease establishing the date of Tender of Possession
(as defined in paragraph 3.2.1) or the actual taking of possession by Lessee, 
whichever first occurs, as the Commencement Date.

4.   Rent.

     4.1   Base Rent. Subject to adjustment as hereinafter provided in 
paragraph 4.3, and except as may be otherwise expressly provided in this Lease, 
Lessee shall pay to Lessor the Base Rent for the Premises set forth in paragraph
1.6 of the Basic Lease Provisions. without offset or deduction. Lessee shall 
pay Lessor upon execution hereof the advance Base Rent described in paragraph 
1.8 of the Basic Lease Provisions, Rent for any period during the term hereof 
which is for less than one month shall be prorated based upon the actual number 
of days of the calendar month involved. Rent shall be payable in lawful money 
of the United States to Lessor at the address stated herein or to such other 
persons or at such other places as Lessor may designate in writing.

     4.2   Operating Expense Increase. Lessee shall pay to Lessor during the 
term hereof, in addition to the Base Rent, Lessee's Share, as hereinafter 
defined, of the amount by which all Operating Expenses, as hereinafter defined, 
for each Comparison Year exceeds the amount of all Operating Expenses for the 
Base Year, such excess being hereinafter referred to as the "Operating Expense 
Increase," in accordance with the following provisions:

           (a)   "Lessee's Share" is defined, for purposes of this Lease, as the
percentage set forth in paragraph 1.10 of the Basic Lease Provisions, which 
percentage has been determined by dividing the approximate square footage of the
Premises by the total approximate square footage of the rentable space contained
in the Office Building Project. It is understood and agreed that the square 
footage figures set forth in the Basic Lease Provisions are approximations which
Lessor and Lessee agree are reasonable and shall not be subject to revision 
except in connection with an actual change in the size of the Premises or a 
change in the space available for lease in the Office Building Project.

           (b)   "Base Year" is defined as the first twelve (12) months of 
occupancy.

           (c)   "Comparison Year" is defined as each calendar year during the 
term of this Lease subsequent to the Base Year; provided, however, Lessee shall 
have no obligation to pay a share of the Operating Expense Increase applicable 
to the first twelve (12) months of the Lease Term (other than such as are 
mandated by a governmental authority, as to which government mandated expenses 
Lessee shall pay Lessee's Share, notwithstanding they occur during the first 
twelve (12) months). Lessee's Share of the Operating Expense Increase for the 
first and last Comparison Years of the Lease Term shall be prorated according to
that portion of such Comparison Year as to which Lessee is responsible for a 
share of such increase.

           (d)   "Operating Expenses" is defined, for purposes of this Lease, to
include all costs, if any, incurred by Lessor in the exercise of its reasonable 
discretion, for:

                 (i)   The operation, repair, maintenance, and replacement, in 
neat, clean, safe, good order and condition, of the Office Building Project, 
including but not limited to, the following:

                       (aa)  The Common Areas, including their surfaces, 
coverings, decorative items, carpets, drapes and window coverings, and 
including parking areas, loading and unloading areas, trash areas, roadways, 
sidewalks, walkways, stairways, parkways, driveways, landscaped areas, striping,
bumpers, irrigation systems, Common Area lighting facilities, building exteriors
and roofs, fences and gates;

                       (bb)  All heating, air conditioning, plumbing, electrical
systems, life safety equipment, telecommunication and other equipment used in 
common by, or for the benefit of, lessees or occupants of the Office Building 
Project, including elevators and escalators, tenant directories, fire detection 
systems including sprinkler system maintenance and repair.

                 (ii)  Trash disposal, janitorial and security services;

                 (iii) Any other service to be provided by Lessor that is 
elsewhere in this Lease stated to be an "Operating Expense";

                 (iv)  The cost of the premiums for the liability and property 
insurance policies to be maintained by Lessor under paragraph 8 hereof;

                 (v)   The amount of the real property taxes to be paid by 
Lessor under paragraph 10.1 hereof;

                 (vi)  The cost of water, sewer, gas, electricity, and other 
publicly mandated services to the Office Building Project;

                 (vii) Labor, salaries and applicable fringe benefits and costs,
materials, supplies and tools, used in maintaining and/or cleaning the Office 
Building Project and accounting and a management fee attributable to the 
operation of the Office Building Project;

                 (viii) Replacing and/or adding improvements mandated by any 
governmental agency and any repairs or removals necessitated thereby amortized 
over its useful life according to Federal Income tax regulations or guidelines 
for depreciation thereof (including interest on the unamortized balance as is 
then reasonable in the judgment of Lessor's accountants);

                 (ix)  Replacements of equipment or improvements that have a 
useful life for depreciation purposes according to Federal income tax guidelines
of five (5) years or less, as amortized over such life.

           (e)   Operating Expenses shall not include the costs of replacements
of equipment or improvements that have a useful life for Federal Income tax
purposes in excess of five (5) years unless it is of the type described in 
paragraph 4.2(d)(viii), in which case their cost shall be included as above 
provided.

           (f)   Operating Expenses shall not include any expenses paid by any 
lessee directly to third parties, or as to which Lessor is otherwise reimbursed 
by any third party, other tenant, or by insurance proceeds.

           (g)   Lessee's Share of Operating Expense Increase shall be payable 
by Lessee within thirty (30) days after a reasonably detailed statement of 
actual expenses is presented to Lessee by Lessor. At Lessor's option, however, 
an amount may be estimated by Lessor from time to time in advance of Lessee's 
Share of the Operating Expense Increase for any Comparison Year, and the same 
shall be payable monthly or quarterly, as Lessor shall designate, during each 
Comparison Year of the Lease term, on the same day as the Base Rent is due 
hereunder. In the event that Lessee pays Lessor's estimate of Lessee's Share 
of Operating Expense Increase as aforesaid, Lessor shall deliver to Lessee 
within sixty (60) days after the expiration of each Comparison Year a reasonably
detailed statement showing Lessee's Share of the actual Operating Expense 
Increase incurred during such year. If Lessee's payments under this paragraph 
4.2(g) during said Comparison Year exceed Lessee's Share as indicated on said 
statement, Lessee shall be entitled to credit the amount of such overpayment 
against Lessee's Share of Operating Expense Increase next falling due. If 
Lessee's payments under this paragraph during said Comparison Year were less 
than Lessee's Share as indicated on said statement, Lessee shall pay to Lessor 
the amount of the deficiency within ten (10) days after delivery by Lessor to 
Lessee of said statement. Lessor and Lessee shall forthwith adjust between them
by cash payment any balance determined to exist with respect to that portion of 
the last Comparison Year for which Lessee is responsible as to Operating Expense
Increases, notwithstanding that the Lease term may have terminated before the
end of such Comparison Year.

     4.3   Rent Increase.

           4.3.1 At the times set forth in paragraph 1.7 of the Basic Lease 
Provisions, the monthly Base Rent payable under paragraph 4.1 of this Lease 
shall be adjusted by the increase, if any, in the Consumer Price Index of the 
Bureau of Labor Statistics of the Department of Labor for All Urban Consumers, 
(1967=100), "All items," for the city nearest the location of the Building, 
herein referred to as "C.P.I.," since the date of this Lease.

           4.3.2 The monthly Base Rent payable pursuant to paragraph 4.3.1 
shall be calculated as follows: the Base Rent payable for the first month of the
term of this Lease, as set forth in paragraph 4.1 of this Lease, shall be 
multiplied by a fraction the numerator of which shall be the C.P.I. of the 
calendar month during which the adjustment is to take effect, and the 
denominator of which shall be the C.P.I. for the calendar month in which the 
original Lease term commences. The sum so calculated shall constitute the new 
monthly Base Rent hereunder, but, in no event, shall such new monthly Base Rent 
be less than the Base Rent payable for the month immediately preceding the date 
for the rent adjustment.

           4.3.3 In the event the compilation and/or publication of the C.P.I. 
shall be transferred to any other governmental department or bureau or


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agency or shall be discontinued, then the index most nearly the same as the 
C.P.I. shall be used to make such calculations. In the event that Lessor and 
Lessee cannot agree on such alternative index, then the matter shall be 
submitted for decision to the American Arbitration Association in the County in 
which the premises are located, in accordance with the then rules of said 
association and the decision of the arbitrators shall be binding upon the 
parties, notwithstanding one party failing to appear after due notice of the 
proceeding. The cost of said Arbitrators shall be paid equally by Lessor and 
Lessee.

     4.3.4  Lessee shall continue to pay the rent at the rate previously in 
effect until the increase, if any, is determined. Within five (5) days following
the date on which the increase is determined, Lessee shall make such payment to 
Lessor as will bring the increased rental current, commencing with the effective
date of such increase through the date of any rental instalments then due. 
Thereafter the rental shall be paid at the increased rate.

     4.3.5  At such time as the amount of any change in rental required by this 
Lease is known or determined. Lessor and Lessee shall execute an amendment to 
this Lease setting forth such change.

5.  Security Deposit. Lessee shall deposit with Lessor upon execution hereof the
security deposit set forth in paragraph 1.9 of the Basic Lease Provisions as 
security for Lessee's faithful performance of Lessee's obligations hereunder. If
Lessee fails to pay rent or other charges due hereunder, or otherwise defaults 
with respect to any provision of this Lease, Lessor may use, apply or retain all
or any portion of said deposit for the payment of any rent or other charge in 
default for the payment of any other sum to which Lessor may become obligated by
reason of Lessee's default, or to compensate Lessor for any loss or damage which
Lessor may suffer thereby.  If Lessor so uses or applies all or any portion of 
said deposit, Lessee shall within ten (10) days after written demand therefor 
deposit cash with Lessor in an amount sufficient to restore said deposit to the 
full amount then required of Lessee. Lessor shall not be required to keep said 
security deposit separate from its general accounts if Lessee performs all of 
Lessee's obligations hereunder, said deposit, or so much thereof as has not 
heretofore been applied by Lessor, shall be returned, without payment of 
interest or other increment for its use, to Lessee (or, at Lessor's option, to 
the last assignee, if any, of Lessee's interest hereunder) within thirty (30) 
days following the expiration of the term hereof, and the date Lessee has 
vacated the premises. No trust relationship is created herein between Lessor and
Lessee with respect to said Security Deposit.

6. Use.

   6.1  Use. The premises shall be used and occupied for the purpose set forth 
in paragraph 1.4 of the Basic Lease Provisions or any other use which is 
reasonably comparable to that use.

   6.2  Compliance with Law.

        (a) Lessor warrants to Lessee that the Premises, in the state existing 
on the date that the Lease term commences, but without regard to alterations or 
improvements made by Lessee or the use for which Lessee will occupy the 
Premises, does not violate any covenants or restrictions of record, or any 
applicable building code, regulation or ordinance or applicable laws in effect 
on such Lease term Commencement Date. In the event it is determined that this 
warranty has been violated, then it shall be the obligation of the Lessor, after
written notice from Lessee, to promptly, at Lessor's sole cost and expense, 
rectify any such violation.

        (b) Except as provided in paragraph 6.2(a) Lessee shall, at Lessee's 
expense, promptly comply with all applicable statutes, ordinances, rules, 
regulations, orders covenants and restrictions of record, and requirements of 
any fire insurance underwriters or rating bureaus, now in effect or which may 
hereafter come into effect, whether or not they reflect a change in policy from 
that now existing, during the term or any part of the term hereof, relating in 
any manner to the Premises and the occupation and use by Lessee of the Premises.
Lessee shall conduct its business in a lawful manner and shall not use or permit
the use of the premises or the Common Areas in any manner that will tend to 
create waste or a nuisance or shall tend to disturb other occupants of the 
Office Building Project.

   6.3  Condition of Premises.

        (a) Lessor shall deliver the Premises to Lessee in a clean condition on 
the Lease Commencement Date (unless Lessee is already in possession) and Lessor 
warrants to Lessee that the plumbing, lighting, air conditioning, and heating 
systems, electrical systems, elevators and all building systems in the Premises 
shall be in good operating condition. In the event that it is determined that 
this warranty has been violated, then it shall be the obligation of Lessor, 
after receipt of written notice from Lessee setting forth with specificity the 
nature of the violation, to promptly, at Lessor's sole cost, rectify such 
violation.

        (b) Except as otherwise provided in this Lease, Lessee hereby accepts
the Premises and the Office Building Project in their condition existing as of
the Lease Commencement Date or the date that Lessee takes possession of the
Premises, whichever is earlier, subject to all applicable zoning, municipal,
county and state laws, ordinances and regulations governing and regulating the
use of the Premises, and any easements, covenants or restrictions of record, and
accepts this Lease subject thereto and to all matters disclosed thereby and by
any exhibits attached hereto. Lessee acknowledges that it has satisfied itself
by its own independent investigation that the Premises are suitable for its
intended use and that neither Lessor nor Lessor's agent or agents has made any
representation or warranty as to the present or future suitability of the
Premises. Common Areas or Office Building Project for the conduct of Lessee's
business.

7.  Maintenance, Repairs, Alterations and Common Area Services.

    7.1 Lessor's Obligations. Lessor shall keep the Office Building Project 
including the Premises interior and exterior walls, roof and common areas, and 
the equipment whether used exclusively for the Premises or in common with other 
premises, in good condition and repair; provided, however, Lessor shall not be
obligated to paint, repair or replace wall coverings, or to repair or replace
any improvements that are not ordinarily a part of the Building or are above
then Building standards. Except as provided in paragraph 9.5, there shall be no
abatement of rent or liability of Lessee on account of any injury or
interference with Lessee's business with respect to any improvements,
alterations or repairs made by Lessor to the Office Building Project or any part
thereof. Lessee expressly waives the benefits of any statute now or hereafter in
effect which would otherwise afford Lessee the right to make repairs at Lessor's
expense or to terminate this Lease because of Lessor's failure to keep the
Premises in good order, condition and repair.

    7.2 Lessee's Obligations.

        (a) Notwithstanding lessor's obligation to keep the premises in good 
condition and repair, Lessee shall be responsible for payment of the cost 
thereof to Lessor as additional rent for that portion of the cost of any 
maintenance and repair of the Premises, or any equipment (wherever located) that
serves only Lessee or the Premises, to the extent such cost is attributable to 
causes beyond normal wear and tear. Lessee shall be responsible for the cost of 
painting, repairing or replacing wall coverings, and to repair or replace any 
Premises improvements that are not ordinarily a part of the Building or that are
above then Building standards. Lessor may, at its option, upon reasonable 
notice, elect to have Lessee perform any particular such maintenance or repairs 
the cost of which is otherwise Lessee's responsibility hereunder.

        (b) On the last day of the term hereof, or on any sooner termination 
subject to all provisions of this Lease regarding the condition of the Premises,
Lessee shall surrender the Premises to Lessor in the same condition as received,
ordinary wear and tear excepted, clean and free of debris. Any damage or 
deterioration of the Premises shall not be deemed ordinary wear and tear if the 
same could have been prevented by good maintenance practices by Lessee. Lessee 
shall repair any damage to the Premises occasioned by the installation or 
removal of Lessee's trade fixtures, alterations, furnishings and equipment. 
Except as otherwise stated in this Lease, Lessee shall leave the air lines, 
power panels, electrical distribution systems, lighting fixtures, air 
conditioning, window coverings, wall coverings, carpets, wall paneling, ceilings
and plumbing on the Premises and in good operating condition.

   7.3  Alterations and Additions.

        (a) Lessee shall not, without Lessor's prior written consent make any 
alterations, improvements, additions, Utility Installations or repairs in, on or
about the Premises, or the Office Building Project. As used in this paragraph 
7.3 the term "Utility Installation" shall mean carpeting, window and wall 
coverings, power panels, electrical distribution systems, lighting fixtures, air
conditioning, plumbing, and telephone and telecommunication wiring and 
equipment. At the expiration of the term, Lessor may require the removal of any 
or all of said alterations, improvements, additions or Utility Installations, 
and the restoration of the Premises and the Office Building Project to their 
prior condition, at Lessee's expense. Should Lessor permit Lessee to make its 
own alterations, improvements, additions or Utility Installations, Lessee shall 
use only such contractor as has been expressly approved by Lessor, and Lessor 
may require Lessee to provide Lessor, at Lessee's sole cost and expense, a lien 
and completion bond involving improvements, additions or Utility Installations 
costing in excess or $100,000.00 in an amount equal to one and one-half times 
the estimated cost of such improvements, to insure Lessor against any liability 
for mechanic's and materialmen's liens and to insure completion of the work. 
Should Lessee make any alterations, improvements, additions or Utility 
Installations without the prior approval of Lessor, or use a contractor not 
expressly approved by Lessor, Lessor may, at any time during the term of this 
Lease, require that Lessee remove any part of all of the same.

        (b) Any alterations, improvements, additions or Utility Installations in
or about the Premises or the Office Building Project that Lessee shall desire to
make shall be presented to lessor in written form, with proposed detailed plans.
If Lessor shall give its consent to Lessee's making such alteration, 
improvement, addition or Utility Installation, the consent shall be deemed 
conditioned upon Lessee acquiring a permit to do so from the applicable 
governmental agencies, furnishing a copy thereof to Lessor prior to the 
commencement of the work, and compliance by Lessee with all conditions of said 
permit in a prompt and expeditious manner.

        (c) Lessee shall pay, when due, all claims for labor or materials 
furnished or alleged to have been furnished to or for Lessee at or for use in 
the Premises, which claims are or may be secured by any mechanic's or 
materialmen's lien against the Premises, the Building or the Office Building 
Project, or any interest therein.

        (d) Lessee shall give Lessor not less than ten (10) days' notice prior 
to the commencement of any work in the Premises by Lessee, and Lessor shall have
the right to post notices of non-responsibility in or on the Premises or the 
Building as provided by law. If Lessee shall, in good faith, contest the 
validity of any such lien, claim or demand, then Lessee shall, at its sole 
expense defend itself and Lessor against the same and shall pay and satisfy.

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any such adverse judgement that may be rendered thereon before the enforcement 
thereof against the Lessor or the Premises, the Building or the Office Building 
Project, upon the condition that if Lessor shall require, Lessee shall furnish 
to Lessor a surety bond satisfactory to Lessor in an amount equal to such 
contested lien claim or demand indemnifying Lessor against liability for the 
same and holding the Premises, the Building and the Office Building Project free
from the effect of such lien or claim. In addition, Lessor may require Lessee to
pay Lessor's reasonable attorneys fees and costs in participating in such action
if Lessor shall decide it is to Lessor's best interest so to do.

        (e)  All alterations improvements, additions and Utility Installations 
(whether or not such Utility Installations constitute trade fixtures of Lessee),
which may be made to the Premises by Lessee, including but not limited to, floor
coverings, panelings, doors, drapes, built-ins, moldings, sound attenuation, and
lighting and telephone or communication systems, conduit, wiring and outlets, 
shall be made and done in a good and workmanlike manner and of good and 
sufficient quality and materials and shall be the property of Lessor and remain 
upon and be surrendered with the Premises at the expiration of the Lease term, 
unless Lessor requires their removal pursuant to paragraph 7.3(a). Provided 
Lessee is not in default, notwithstanding the provisions of this paragraph 
7.3(e), Lessee's personal property and equipment, other than that which is 
affixed to the Premises so that it cannot be removed without material damage to 
the Premises or the Building, and other than Utility Installations, shall remain
the property of Lessee and may be removed by Lessee subject to the provisions of
paragraph 7.2.

        (f)  Lessee shall provide Lessor with as-built plans and specifications 
for any alterations, improvements, additions or Utility Installations.

   7.4  Utility Additions.  Lessors reserves the right to install new or 
additional utility facilities throughout the Office Building Project for the 
benefit of Lessor or Lessee, or any other lessee of the Office Building Project,
including, but not by way of limitation, such utilities as plumbing, electrical 
systems, communication systems, and fire protection and detection systems, so 
long as such installations do not unreasonably interfere with Lessee's use of 
the Premises.

8. Insurance; Indemnity.

   8.1  Liability Insurance--Lessee. Lessee shall, at Lessee's expense, obtain 
and keep in force during the term of this Lease a policy of Comprehensive 
General Liability insurance utilizing an insurance Services Office standard form
with Broad Form General Liability Endorsement (GL0404), or equivalent, in an
amount of not less than $1,000, 000 per occurrence of bodily injury and property
damage combined or in a greater amount as reasonably determined by Lessor and
shall insure Lessee with Lessor as an additional insured against liability
arising out of the use, occupancy or maintenance of the Premises. Compliance
with the above requirement shall not, however, limit the liability of Lessee
hereunder.

   8.2  Liability Insurance--Lessor. Lessor shall obtain and keep in force
during the term of this Lease a policy of Combined Single Limit Bodily Injury
and Broad Form Property Damage Insurance, plus coverage against such other risks
Lessor deems advisable from time to time, insuring Lessor, but not Lessee,
against liability arising out of the ownership, use, occupancy or maintenance of
the Office Building Project in an amount not less than $5,000,000.00 per
occurrence.

   8.3  Property Insurance--Lessee. Lessee shall, at Lessee's expense, obtain 
and keep in force during the term of this Lease for the benefit of Lessee, 
replacement cost fire and extended coverage insurance, with vandalism and 
malicious mischief, sprinkler leakage and earthquake sprinkler leakage 
endorsements, in an amount sufficient to cover not less than 100% of the full 
replacement cost, as the same may exist from time to time, of all of Lessee's 
personal property, fixtures, equipment and tenant improvements.

   8.4  Property Insurance--Lessor. Lessor shall obtain and keep in force during
the term of this Lease a policy or policies of insurance covering loss or damage
to the Office Building Project improvements, but not Lessee's personal property,
fixtures, equipment or tenant improvements, in the amount of the full 
replacement cost thereof, as the same may exist from time to time, utilizing 
Insurance Services Office standard form, or equivalent, providing protected 
against all perils included within classification of fire, extended coverage, 
vandalism, malicious mischief, plate glass, and such other perils as Lessor 
deems advisable or may be required by a lender having a lien on the Office
Building Project. In addition, Lessor shall obtain and keep in force, during the
term of this Lease, a policy of rental value insurance covering a period of one
year, with loss payable to Lessor, which insurance shall also cover all
Operating Expenses for said period. Lessee will not be named in any such
policies carried by Lessor and shall have no right to any proceeds therefrom.
The policies required by these paragraphs 8.2 and 8.4 shall contain such
deductibles as Lessor or the aforesaid lender may determine. In the event that
the Premises shall suffer an insured loss as defined in paragraph 9.1(f) hereof,
the deductible amounts under the applicable insurance policies shall be deemed
an Operating Expense. Lessee shall not do or permit to be done anything which
shall invalidate the insurance policies carried by Lessor. Lessee shall pay the
entirety of any increase in the property insurance premium for the Office
Building Project over what it was immediately prior to the commencement of the
term of this Lease if the increase is specified by Lessor's insurance carrier as
being caused by the nature of Lessee's occupancy or any act or omission of
Lessee.

   8.5  Insurance Policies. Lessee shall deliver to Lessor copied of liability 
insurance policies requires under paragraph 8.1 or certificates evidencing the 
existence and amounts of such insurance within seven (7) days after the 
Commencement Date of this Lease. No such policy shall be cancellable or subject 
to reduction of coverage or other modification except after thirty (30) days 
prior written notice to Lessor. Lessee shall, at least thirty (30) days prior to
the expiration of such policies, furnish Lessor with renewals thereof.

   8.6  Waiver of Subrogation. Lessee and Lessor each hereby release and relieve
the other, and waive their entire right of recovery against the other, for 
direct or consequential loss or damage arising out of or incident to the perils 
covered by property insurance carried by such party, whether due to the 
negligence of Lessor or Lessee or their agents, employees, contractors and/or 
invitees. If necessary, all property insurance policies required under this 
Lease shall be endorsed to so provide.

   8.7  Indemnity. Lessee shall indemnify and hold harmless Lessor and its 
agents, Lessor's master or ground lessor, partners and lenders, from and against
any and all claims for damage to the person or property of anyone or any entity
arising from Lessee's use of the Office Building Project, or from the conduct of
Lessee's business or from any activity, work or things done, permitted or
suffered by Lessee in or about the Premises or elsewhere and shall further
indemnify and hold harmless Lessor from and against any and all claims, costs
and expenses arising from any breach or default in the performance of any
obligation on Lessee's part to be performed under the terms of this Lease, or
arising from any act or omission of Lessee, or any of Lessee's agents,
contractors, employees, or invitees, and from and against all costs, attorney's
fees, expenses and liabilities incurred by Lessor as the result of any such use,
conduct, activity, work, things done, permitted or suffered, breach, default or
negligence, and in dealing reasonably therewith including but not limited to the
defense or pursuit of any claim or any action or proceeding involved therein;
and in case any action or proceeding be brought against Lessor by reason of any
such matter, Lessee upon notice from Lessor shall defend the same at Lessee's
expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate
with Lessee in such defense. Lessor need not have first paid any such claim= in
order to be so indemnified. Lessee, as a material part of the consideration to
Lessor, hereby assumes all risk of damage to property of Lessee or injury to
persons, in, upon or about the Office Building Project arising from any cause
and Lessee hereby waives all claims in respect thereof against Lessor.

   8.8  Exemption of Lessor from Liability. Lessee hereby agrees that Lessor 
shall not be liable for injury to Lessee's business or any loss of income 
therefrom or for loss of or damage to the goods, wares, merchandise or other 
property of Lessee, Lessee's employees, invitees, customers, or any other person
in or about the Premises or the Office Building Project, nor shall Lessor be 
liable for injury to the Person of Lessee, Lessee's employees, agents or 
contractors, whether such damage or injury is caused by or results from theft,
fire, steam, electricity, gas, water or rain, or from the breakage, leakage,
obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing,
air conditioning or lighting fixtures, or from any other cause whether said
damage or injury results from conditions arising upon the Premises or upon other
portions of the Office Building Project, or from other sources or places, or
from new construction or the repair, alteration or improvement of any part of
the Office Building Project, or the equipment, fixtures or appurtenances
applicable thereto, and regardless of whether the cause of such damage or injury
or the means of repairing the same is inaccessible, Lessor shall not be liable
for any damages arising from any act or neglect of any other lessee, occupant or
user of the Office Building Project, nor from the failure of Lessor to enforce
the provisions of any other lease of the Office Building Project.

   8.9  No Representation of Adequate Coverage. Lessor makes no representation 
that the limits or forms of coverage of insurance specified in this paragraph 8 
are adequate to cover Lessee's property or obligations under this Lease.

9. Damage or Destruction.

   9.1  Definitions.
  
        (a) "Premises Damage" shall mean if the Premises are damaged or
destroyed to any extent.
        (b) "Premises Building Partial Damage" shall mean if the Building of
which the Premises are a part is damaged or destroyed to the extent that the
cost to repair is less than fifty percent (50%) of the then Replacement Cost of
the building.
        (c) "Premises Building Total Destruction" shall mean if the Building of
which the Premises are a part is damaged or destroyed to the extent that the
cost to repair is fifty percent (50%) or more of the then Replacement Cost of
the Building.
        (d) "Office Building Project Buildings" shall mean all of the buildings 
on the Office Building Project site.
        (e) "Office Building Project Buildings Total Destruction" shall mean if
the Office Building Project Buildings are damaged or destroyed to the extent
that the cost of repair is fifty percent (50%) or more of the then replacement
Cost of the Office Building Project Buildings.
        (f) "Insured Loss" shall mean damage or destruction which was caused by 
an event required to be covered by the insurance described in paragraph 8. The 
fact that an Insured Loss has a deductible amount shall not make the loss an 
uninsured loss.
        (g) "Replacement Cost" shall mean the amount of money necessary to be 
spent in order to repair or rebuild the damage area to the condition that 
existed immediately prior to the damage occurring, excluding all improvements 
made by lessees, other then those installed by Lessor at Lessee's expense.


1984 American Industrial Real Estate Association  

                              FULL SERVICE--GROSS


                              PAGE 4 OF 10 PAGES
<PAGE>
 
   9.2  Premises Damage; Premises Building Partial Damage.

        (a) Insured Loss: Subject to the provisions of paragraphs 9.4 and 9.5, 
if at any time during the term of this Lease there is damage which is an Insured
Loss and which falls into the classification of either Premises Damage or 
Premises Building Partial Damage, then Lessor shall, as soon as reasonably 
possible and to the extent the required materials and labor are readily 
available through usual commercial channels, at Lessor's expense, repair such 
damage (but not Lessee's fixtures, equipment or tenant improvements originally 
paid for by Lessee) to its condition existing at the time of the damage, and 
this Lease shall continue in full force and effect.

        (b) Uninsured Loss: Subject to the provisions of paragraphs 9.4 and 9.5,
if at any time during the term of this Lease there is damage which is not an
Insured Loss and which falls within the classification of Premises Damage or
Premises Building Partial Damage, unless caused by a negligent or willful act of
Lessee (in which event Lessee shall make the repairs at Lessee's expense), which
damage prevents Lessee from making any substantial use of the Premises, Lessor
may at Lessor's option either (i) repair such damage as soon as reasonably
possible at Lessor's expense, in which event this Lease shall continue in full
force and effect, or (ii) to the extent such Premises Damage exceeds five
percent (5%) of the Replacement Cost of the Building, give written notice to
Lessee within thirty (30) days after the date of the occurrence of such damage
of Lessor's intention to cancel and terminate this Lease as of the date of the
occurrence of such damage, in which event this Lease shall terminate as of the
date of the occurrence of such damage.

   9.3  Premises Building Total Destruction; Office Building Project Total 
Destruction. Subject to the provisions of paragraphs 9.4 and 9.5, if at any time
during the term of this Lease there is damage, whether or not it is an Insured
Loss, which falls into the classifications of either (i) Premises Building Total
Destruction, or (ii) Office Building Project Total Destruction, then Lessor may
at Lessor's option either (i) repair such damage or destruction as soon as
reasonably possible at Lessor's expense (to the extent the required materials
are readily available through usual commercial channels) to its condition
existing at the time of the damage, but not Lessee's fixtures, equipment or
tenant improvements, and this Lease shall continue in full force and effect, or
(ii) give written notice to Lessee within Thirty (30) days after the date of
occurrence of such damage of Lessor's intention to cancel and terminate this
Lease, in which case this Lease shall terminate as of the date of the occurrence
of such damage.

   9.4  Damage Near End of Term.

        (a) Subject to paragraph 9.4(b), if at any time during the last twelve 
(12) months of the term of this Lease there is substantial damage to the
Premises which exceeds five percent (5%) of the Replacement Cost of the
Building Lessor may at Lessor's option cancel and terminate this Lease as of the
date of occurrence of such damage by giving written notice to Lessee of Lessor's
election to do so within 30 days after the date of occurrence of such damage.

        (b) Notwithstanding paragraph 9.4(a), in the event Lessee has an option
to extend or renew this Lease, and the time within which said option may be
exercised has not yet expired, Lessee shall exercise such option, if it is to be
exercised at all, no later than twenty (20) days after the occurrence of an
Insured Loss falling within the classification of Premises Damage during the
last twelve (12) months of the term of this Lease. If Lessee duly exercises such
option during said twenty (20) day period, Lessor shall, at Lessor's expense,
repair such damage, but not Lessee's fixtures, equipment or tenant improvements,
as soon as reasonably possible and this Lease shall continue in full force and
effect. If Lessee fails to exercise such option during said twenty (20) day
period, then Lessor may at Lessor's option terminate and cancel this Lease as of
the expiration of said twenty (20) day period by giving written notice to Lessee
of Lessor's election to do so within ten (10) days after the expiration of said
twenty (20) day period, notwithstanding any term or provision in the grant of
option to the contrary.

   9.5  Abatement of Rent; Lessee's Remedies.

        (a) In the event Lessor repairs or restores the Building or Premises
pursuant to the provisions of this paragraph 9, and any part of the Premises are
not useable (including loss of use due to loss of access or essential services),
the rent payable hereunder (including Lessee's Share of Operating Expense
Increase) for the period during which such damage, repair or restoration
continues shall be abated, provided (1) the damage was not the result of the
negligence of Lessee, and (2) such abatement shall only be to the extent the
operation and profitability of Lessee's business as operated from the Premises
is adversely affected. Except for said abatement of rent, if any, Lessee shall
have no claim against Lessor for any damage suffered by reason of any such
damage, destruction, repair or restoration.

        (b) If Lessor shall be obligated to repair or restore the Premises or
the Building under the provisions of this Paragraph 9 and shall not commence
such repair or restoration within ninety (90) days after such occurrence, or if
Lessor shall not complete the restoration and repair within six (6) months after
such occurrence, Lessee may at Lessee's option cancel and terminate this Lease
by giving Lessor written notice of Lessee's election to do so at any time prior
to the commencement or completion, respectively, of such repair or restoration.
In such event this Lease shall terminate as of the date of such notice.

        (c) Lessee agrees to cooperate with Lessor in connection with any such
restoration and repair, including but not limited to the approval and/or
execution of plans and specifications required.

   9.6  Termination--Advance Payments. Upon termination of this Lease pursuant
to this paragraph 9, an equitable adjustment shall be made concerning advance
rent and any advance made by Lessee to Lessor. Lessor shall, in addition, return
to Lessee so much of Lessee's security deposit as has not theretofore been
applied by Lessor.

   9.7  Waiver. Lessor and Lessee waive the provisions of any statute which 
relates to termination of leases when leased property is destroyed and agree
that such event shall be governed by the terms of this Lease.

10. Real Property Taxes.

   10.1 Payment of Taxes. Lessor shall pay the real property tax, as defined in 
paragraph 10.3, applicable to the Office Building Project subject to 
reimbursement by Lessee of Lessee's Share of such taxes in accordance with 
provisions of paragraph 4.2, except as otherwise provided in paragraph 10.2.

   10.2 Additional Improvements. Lessee shall not be responsible for paying any 
increase in real property tax specified in the tax assessor's records and work 
sheets being caused by additional improvements placed upon the Office Building 
Project by other lessees or by Lessor for the exclusive enjoyment of any other 
lessee. Lessee shall, however, pay to Lessor at the time that Operating Expenses
are payable under paragraph 4.2(c) the entirety of any increase in real property
tax if assessed solely by reason of additional improvements placed upon the 
Premises by Lessee or at Lessee's request.

   10.3 Definition of "Real Property Tax." As used herein, the term "real
property tax" shall include any form of real estate tax or assessment, general,
special, ordinary or extraordinary, and any license fee, commercial rental tax,
improvement bond or bonds, levy or tax (other than inheritance, personal income
or estate taxes) imposed on the Office Building Project or any portion thereof
by any authority having the direct or indirect power to tax, including any city,
county, state or federal government, or any school, agricultural, sanitary,
fire, street, drainage or other improvement district thereof, as against any
legal or equitable interest of Lessor in the Office Building Project or in any
portion thereof, as against Lessor's right to rent or other income therefrom,
and as against Lessor's business of leasing the Office Building Project. The
term "real property tax" shall also include any tax, fee, levy, assessment or
charge (i) in substitution of, partially or totally, any tax, fee, levy,
assessment or charge hereinabove included within the definition of "real
property tax," or (ii) the nature of which was hereinbefore included within the
definition of "real property tax," or (iii) which is imposed for a service or
right not charged prior to June 1, 1978, or if previously charged, has been
increased since June 1, 1978, or (iv) which is imposed as a result of a change
in ownership, as defined by applicable local statutes for property tax purposes,
of the Office Building Project or which is added to a tax or charge hereinbefore
included within the definition of real property tax by reason of such change of
ownership, or (v) which is imposed by reason of this transaction, any
modifications or changes hereto, or any transfers hereof.

   10.4 Joint Assessment. If the improvements or property, the taxes for which 
are to be paid separately by Lessee under paragraph 10.2 or 10.5 are not 
separately assessed, Lessee's portion of that tax shall be equitably determined 
by Lessor from the respective valuations assigned in the assessor's work sheets 
or such other information (which may include the cost of construction) as may be
reasonably available. Lessor's reasonable determination thereof, in good faith, 
shall be conclusive.

   10.5 Personal Property Taxes.

        (a) Lessee shall pay prior to delinquency all taxes assessed against and
levied upon trade fixtures, furnishings, equipment and all other personal 
property of Lessee contained in the Premises or elsewhere.

        (b) If any of Lessee's said personal property shall be assessed with 
Lessor's real property, Lessee shall pay to Lessor the taxes attributable to 
Lessee within ten (10) days after receipt of a written statement setting forth 
the taxes applicable to Lessee's property.

11.  Utilities

   11.1 Services Provided by Lessor. Lessor shall provide heating, ventilation,
air conditioning, elevator and janitorial service as reasonably required,
reasonable amounts of electricity for normal lighting and office machines, water
for reasonable and normal drinking and lavatory use, and replacement light bulbs
and/or fluorescent tubes and ballasts for standard overhead fixtures.

   11.2 Services Exclusive to Lessee. Lessee shall pay for all water, gas, heat,
light, power, telephone and other utilities and services specially or
exclusively supplied and/or metered exclusively to the Premises or to Lessee,
together with any taxes thereon. If any such services are not separately metered
to the Premises, Lessee shall pay at Lessor's option, either Lessee's Share or a
reasonable proportion to be determined by Lessor of all charges jointly metered
with other premises in the Building.

   11.3 Hours of Service. Said services and utilities shall be provided during 
generally accepted business days and hours or such other days or hours as may 
hereafter be set forth. Utilities and services required at other times shall be 
subject to advance request and reimbursement by Lessee to Lessor of the cost 
thereof.

(C) 1984 American Industrial Real Estate Association

                              FULL SERVICE--GROSS

                              PAGE 5 OF 10 PAGES
<PAGE>
 
    11.4 Excess Usage by Lessee. Lessee shall not make connection to the 
utilities except by or through existing outlets and shall not install or use 
machinery or equipment in or about the Premises that uses excess water, lighting
or power, or suffer or permit any act that causes extra burden upon the 
utilities or services, including but not limited to security services, over 
standard office usage for the Office Building Project. Lessor shall require
Lessee to reimburse Lessor for any excess expenses or costs that may arise out 
of a breach of this subparagraph by Lessee. Lessor may, in its sole discretion, 
install at Lessee's expense supplement equipment and/or separate metering 
applicable to Lessee's excess usage or loading.

    11.5 Interruptions. There shall be no abatement of rent and Lessor shall 
not be liable in any respect whatsoever for the inadequacy, stoppage,
interruption or discontinuance of any utility or service due to riot, strike,
labor dispute, breakdown, accident, repair, or other cause beyond Lessor's
reasonable control or in cooperation with governmental request or directions.

12. Assignment and Subletting.
 
    12.1 Lessor's Consent Required. Lessee shall not voluntarily or by operation
of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all
or any part of Lessee's interest in the Lease or in the Premises, without 
Lessor's prior written consent, which Lessor shall not unreasonably withhold or 
delay, Lessor shall respond to Lessee's request for consent hereunder in a 
timely manner and any attempted assignment, transfer, mortgage, encumbrance or 
subletting without such consent shall be void, and shall constitute a material 
default and breach of this Lease without the need for notice to Lessee under 
paragraph 13.1. "Transfer" within the meaning of this paragraph 12 shall include
the transfer or transfers aggregating: (a) if Lessee is a corporation, more than
twenty-five percent (25%) of the voting stock of such corporation, or (b) if 
Lessee is a partnership, more than twenty-five percent (25%) of the profit and 
loss participation in such partnership.

    12.2 Lessee Affiliate. Notwithstanding the provisions of paragraph 12.1 
hereof, Lessee may assign or sublet the Premises, or any portion thereof, 
without Lessor's consent, to any corporation which controls, is controlled by or
is under common control with Lessee, or to any corporation resulting from the 
merger or consolidation with Lessee, or to any person or entity which acquires 
all the assets of Lessee as a going concern of the business that is being 
conducted on the Premises, all of which are referred to as "Lessee Affiliate";
provided that before such assignment shall be effective, (a) said assignee shall
assume, in full, the obligations of Lessee under this Lease under the terms of 
this Lease and (b) Lessor shall be given written notice of such assignment and
assumption. Any such assignment shall not, in any way, affect or limit the 
liability of Lessee under the terms of this Lease even if after such assignment 
or subletting the terms of this Lease are materially changed or altered without 
the consent of Lessee, the consent of whom shall not be necessary.

    12.3 Terms and Conditions Applicable to Assignment and Subletting.

         (a) Regardless of Lessor's consent, no assignment or subletting shall 
release Lessee of Lessee's obligations hereunder or alter the primary liability 
of Lessee to pay the rent and other sums due Lessor hereunder including Lessee's
Share of Operating Expense Increase, and to perform all other obligations to be 
performed by Lessee hereunder.

         (b) Lessor may accept rent from any person other than Lessee pending 
approval or disapproval of such assignment.

         (c) Neither a delay in the approval or disapproval of such assignment
or subletting, nor the acceptance of rent, shall constitute a waiver or estoppel
of Lessor's right to exercise its remedies for the breach of any of the terms or
conditions of this paragraph 12 or this Lease.

         (d) If Lessee's obligations under this Lease have been guaranteed by 
third parties, then an assignment or sublease, and Lessor's consent thereto, 
shall not be effective unless said guarantors give their written consent to such
to such sublease and terms thereof.

         (e) The consent by Lessor to any assignment or subletting shall not
constitute a consent to any subsequent assignment or subletting by Lessee or to
any subsequent or successive assignment or subletting by the sublessee. However,
Lessor may consent to subsequent subletting and assignments of the sublease or
any amendments or modifications thereto without notifying Lessee or anyone else
liable on the Lease or sublease and without obtaining their consent and such
action shall not relieve such persons from liability under this Lease or said
sublease; however, such persons shall not be responsible to the extent any such
amendment or modification enlarges or increases the obligations of the Lessee or
sublessee under this Lease or such sublease.
 
         (f) In the event of any default under this Lease, Lessor may proceed 
directly against Lessee, any guarantors or any one else responsible for the 
performance of this Lease, including the sublessee, without first exhausting 
Lessor's remedies against any other person or entity responsible therefor to 
Lessor, or any security held by Lessor or Lessee.

         (g) Lessor's written consent to any assignment or subletting of the 
Premises by Lessee shall not constitute an acknowledgement that no default then 
exists under this Lease of the obligations to be performed by Lessee nor shall
such consent be deemed a waiver of any then existing default, except as may be
otherwise stated by Lessor at the time.

         (h) The discovery of the fact that any financial statement relied upon 
by Lessor in giving its consent to and assignment or subletting was materially 
false shall, at Lessor's election, render Lessor's said consent null and void.

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

         (a) No sublease entered into by Lessee shall be effective unless and 
until it has been approved in writing by Lessor. In entering into any sublease,
Lessee shall use only such form of sublessee as is satisfactory to Lessor and
once approved by Lessor, such sublease shall not be changed or modified without
Lessor's prior written consent. Any sublease shall, by reason of entering into a
sublease under this Lease, be deemed, for the benefit of Lessor, to have assumed
and agreed to conform and comply with each and every obligation herein to be
performed by Lessee other than such obligations as are contrary to or
inconsistent with provisions contained in a sublease to which Lessor has
expressly consented in writing, which shall not be unreasonably withheld or
delayed.

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

         (c) No sublessee shall further assign or sublet all or any part of the 
Premises without Lessor's prior written consent.

         (d) With respect to any subletting to which Lessor has consented, 
Lessor agrees to deliver a copy of any notice of default by Lessee to the 
sublessee. Such sublessee shall have the right to cure a default of Lessee 
within three (3) days after service of said notice of default upon such 
sublessee, and the sublessee shall have a right of reimbursement and offset from
and against Lessee for any such defaults cured by the sublessee.

    12.5 Lessor's Expenses. In the event Lessee shall assign or sublet the 
Premises or request the consent of Lessor to any assignment or subletting or if 
Lessee shall request the consent of Lessor for any act Lessee proposes to do 
then Lessee shall pay Lessor's reasonable cost and expenses incurred in 
connection therewith, including attorneys', architects', engineers' or other 
consultants fees.

    12.6 Conditions to Consent. Lessor reserves the right to condition any 
approval to assign or sublet upon Lessor's determination that (a) the proposed
assignee or sublessee shall conduct a business on the Premises of a quality
substantially equal to that of Lessee and consistent with the general character
of the other occupants of the Office Building Project and not in violation of
any exclusives or rights then held by other tenants, and (b) the proposed
assignee or subleasee be at least as financially responsible as Lessee was
expected to be at the time of the execution of this Lease or of such assignment
or subletting, whichever is greater, as is necessary to satisfy Lessor's then
current underwriting requirements for a subtenant or assignee or Lessor's
internal requirements.

13. Default; Remedies.

    13.1 Default. The occurrence of any one or more of the following events 
shall constitute a material default of this Lease by Lessee:

         (a) The vacation or abandonment of the Premises by Lessee. Vacation of 
the Premises shall include the failure to occupy the Premises for a continuous 
period of sixty (60) days or more, whether or not the rent is paid.

         (b) The breach by Lessee of any of the covenants, conditions or 
provisions of paragraphs 7.3(a), (b) or (d) (alterations), 12.1 (assignment or 
subletting), 13.1(a) (vacation or abandonment), 13.1(e) (insolvency), 13.1(f)
(false statement), 16(a) (estoppel certificate), 39(b) (subordination), 33
(auctions), or 41.1 (easements), all of which are hereby deemed to be material,
non-curable defaults without the necessity of any notice by Lessor to Lessee
thereof.

         (c) The failure by Lessee to make any payment of rent or any other 
payment required to be made by Lessee hereunder, as and when due, where such 
failure shall continue for a period of three (3) days after written notice 
thereof from Lessor to Lessee. In the event that Lessor serves Lessee with a
Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statues such
Notice to Pay Rent or Quit shall also constitute the notice required by this
subparagraph.



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         (d) The failure by Lessee to observe or perform any of the covenants,
conditions or provisions of the Lease to be observed or performed by Lessee 
other than those referenced in subparagraphs (b) and (c), above, where such 
failure shall continue for a period of thirty (30) days after written notice 
thereof from Lessor to Lessee; provided, however, that if the nature if Lessee's
noncompliance is such that more than thirty (30) days are reasonably required 
for its cure, then Lessee shall not be deemed to be in default if Lessee 
commenced such cure within said thirty (30) day period and thereafter diligently
pursues such cure to completion. To the extent permitted by law, such thirty 
(30) day notice shall constitute the sole and exclusive notice required to be 
given to Lessee under applicable Unlawful Detainer statutes.

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

         (f) The discovery by Lessor that any financial statement given to 
Lessor by Lessee, or its successor in interest or by any guarantor of Lessee's 
obligation hereunder, was materially false.

   13.2  Remedies. In the event of any material default or breach of this 
Lease by Lessee, Lessor may at any time thereafter, with or without notice or 
demand and without limiting Lessor in the exercise of any right or remedy which 
Lessor may have by reason of such default:

         (a) Terminate Lessee's right to possession of the Premises by any 
lawful means, in which case this Lease and the term hereof shall terminate and 
Lessee shall immediately surrender possession of the Premises to Lessor. In such
event Lessor shall be entitled to recover from Lessee all damages incurred by 
Lessor by reason of Lessee's default including, but not limited to, the cost of
recovering possession of the Premises; expenses of reletting, including 
necessary renovation and alteration of the Premises, reasonable attorney's fees,
and any real estate commission actually paid; the worth at the time of award by 
the court having jurisdiction thereof of the amount by which the unpaid rent for
the balance of the term after the time of such award exceeds the amount of such 
rental loss for the same period that Lessee proves could be reasonably avoided; 
that portion of the leasing commission paid by Lessor pursuant to paragraph 15 
applicable to the unexpired term of this Lease.

         (b) Maintain Lessee's right to possession in which case this Lease
shall continue in effect whether or not Lessee shall have vacated or abandoned
the Premises. In such event Lessor shall be entitled to enforce all of Lessor's
rights and remedies under this Lease, including the right to recover the rent as
it becomes due hereunder.

         (c) Pursue any other remedy now or hereafter available to Lessor under 
the laws or judicial decisions of the state wherein the Premises are located. 
Unpaid installments of rent and other unpaid monetary obligations of Lessee 
under the terms of this Lease shall bear interest from the date due at the 
maximum rate then allowable by law.

   13.3  Default by Lessor. Lessor shall not be in default unless Lessor fails 
to perform obligations required of Lessor within a reasonable time, but in no 
event later than thirty (30) days after written notice by Lessee to Lessor and 
to the holder of any first mortgage or deed of trust covering the Premises whose
name and address shall have theretofore been furnished to Lessee in writing, 
specifying wherein Lessor has failed to perform such obligation; provided, 
however, that if the nature of Lessor's obligation is such that more than thirty
(30) days are required for performance then Lessor shall not be in default if 
Lessor commences performance within such 30-day period and thereafter diligently
pursues the same to completion.

   13.4  Late Charges. Lessee hereby acknowledges that late payment by Lessee to
Lessor of Base Rent, Lessee's Share of Operating Expense Increase or other 
sums due hereunder will cause Lessor to incur costs not contemplated by this 
Lease, the exact amount of which will be extremely difficult to ascertain. Such 
costs include, but are not limited to, processing and accounting charges and 
late charges which may be imposed on Lessor by the terms of any mortgage or 
trust deed covering the Office Building Project. Accordingly, if any 
installment of Base Rent, Operating Expense Increase, or any other sum due from 
Lessee shall not be received by Lessor or Lessor's designee within ten (10)days 
after such amount shall be due, then, without any requirement for notice to 
Lessee, Lessee shall pay to Lessor a late charge equal to 6% of such overdue 
amount. The parties hereby agree that such late charge represents a fair and 
reasonable estimate of the costs Lessor will incur by reason of late payment by 
Lessee. Acceptance of such late charge by Lessor shall in no event constitute a 
waiver of Lessee's default with respect to such overdue amount, nor prevent 
Lessor from exercising any other rights and remedies granted hereunder.

14. Condemnation. If the Premises or any portion thereof or the Office Building 
Project are taken under the power of eminent domain, or sold under the threat 
of the exercise of said power (all of which are herein called "condemnation"), 
this Lease shall terminate as to the part so taken as of the date the condemning
authority takes title or possession, whichever first occurs; provided that if so
much of the Premises or the Office Building Project are taken by such 
condemnation as would substantially and adversely affect the operation and 
profitability of Lessee's business conducted from the Premises, Lessee shall 
have the option, to be exercised only in writing within thirty (30) days after 
Lessor shall have given Lessee written notice of such taking (or in the absence 
of such notice, within thirty (30) days after the condemning authority shall 
have taken possession), to terminate this Lease as of the date the condemning 
authority takes such possession. If Lessee does not terminate this Lease in 
accordance with the foregoing, this Lease shall remain in full force and effect 
as to the portion of the Premises remaining, except that the rent and Lessee's 
Share of Operating Expense Increase shall be reduced in the proportion that the 
floor area of the Premises taken bears to the total floor area or the Premises. 
Common Areas taken shall be excluded from the Common Areas usable by Lessee and 
no reduction of rent shall occur with respect thereto or by reason thereof. 
Lessor shall have the option in its sole discretion to terminate this Lease as 
of the taking of possession by the condemning authority, by giving written 
notice to Lessee of such election within thirty (30) days after the receipt of 
notice of a taking by condemnation of any part of the Premises of the Office 
Building Project. Any award for the taking of all or any part of the Premises or
the Office Building Project under the power of eminent domain or any payment 
made under threat of the exercise of such power shall be the property of Lessor,
whether such award shall be made as compensation for diminution in value of the 
leasehold or for the taking of the fee, or as severance damages; provided, 
however, that Lessee shall be entitled to any separate award for loss of or 
damage to Lessee's trade fixtures, removable personal property and unamortized 
tenant improvements that have been paid for by Lessee. For that purpose the cost
of such improvements shall be amortized over the original term of this Lease 
excluding any options. In the event that this Lease is not terminated by reason 
of such condemnation, Lessor shall to the extent of severance damages received 
by Lessor in connection with such condemnation, repair any damages to the 
Premises caused by such condemnation except to the extent that Lessee has been 
reimbursed therefor by the condemning authority. Lessee shall pay any amount in 
excess of such severance damages required to complete such repair.

15. Broker's Fee.

    (a) The brokers involved in this transaction are THE SEELEY COMPANY and CB
                                                     -------------------------
COMMERCIAL INC. as "listing broker" and THE KAUFMAN GROUP as "cooperating 
---------------                         -----------------
broker," licensed real estate broker(s). A "cooperating broker" is defined as 
any broker other than the listing broker entitled to a share of any commission 
arising under this Lease. Upon execution of this Lease by both parties, Lessor 
shall pay to said brokers jointly, or in such separate shares as they may 
mutually designate in writing, a fee as set forth in a separate agreement 
between Lessor and said broker(s), or in the event there is no separate 
agreement between Lessor and said broker(s), the sum of $ (per separate 
                                                        ----------------
agreement), for brokerage services rendered by said broker(s) to Lessor in this 
transaction.

    (b) Lessor further agrees that (i) if Lessee exercises any Option, as
defined in paragraph 39.1 of this Lease, which is granted to Lessee under this
Lease, or any subsequently granted option which is substantially similar to an
Option granted to Lessee under this Lease, or (ii) if Lessee acquires any rights
to the Premises or other premises described in this Lease which are
substantially similar to what Lessee would have acquired had an Option herein
granted to Lessee been exercised, or (iii) if Lessee remains in possession of
the Premises after the expiration of the term of this Lease after having failed
to exercise an Option, or (iv) if said broker(s) are the procuring cause of any
other lease or sale entered into between the parties pertaining to the Premises
and/or any adjacent property in which Lessor has an interest, or (v) if the Base
Rent is increased, whether by agreement or operation of an escalation clause
contained herein, then as to any of said transactions or rent increases, Lessor
shall pay said broker(s) a fee in accordance with the schedule of said broker(s)
in effect at the time of execution of this Lease. Said fee shall be paid at the
time such increased rental is determined.

    (c) Lessor agrees to pay said fee not only on behalf of Lessor but also on 
behalf of any person, corporation, association, or other entity having an 
ownership interest in said real property or any part thereof, when such fee is 
due hereunder. Any transferee of Lessor's interest in this Lease, whether such 
transfer is by agreement or by operation of law, shall be deemed to have assumed
Lessor's obligation under this paragraph 15. Each listing and cooperating broker
shall be a third party beneficiary of the provisions of this paragraph 15 to the
extent of their interest in any commission arising under this Lease and may 
enforce that right directly against Lessor; provided, however, that all brokers 
having a right to any part of such total commission shall be a necessary party 
to any suit with respect thereto.

    (d) Lessee and Lessor each represent and warrant to the other that neither 
has had any dealings with any person, firm, broker or finder (other than the 
person(s), if any, whose names are set forth in paragraph 15(a), above) in
connection with the negotiation of this Lease and/or the consummation of the
transaction contemplated hereby, and no other broker or other person, firm or
entity is entitled to any commission or finder's fee in connection with said
transaction and Lessee and Lessor do each hereby indemnify and hold the other
harmless from and against any costs, expenses, attorney's fees or liability for
compensation or charges which may be claimed by any such unnamed broker, finder
or other similar party by reason of any dealings or actions of the indemnifying
party.

16. Estoppel Certificate.
    
    (a) Each party (as "responding party") shall at any time upon not less than 
ten (10) days' prior written notice from the other party ("requesting party") 
execute, acknowledge and deliver to the requesting party a statement in writing 
(i) certifying that this Lease is unmodified and in full force and effect (or if
modified, stating the nature of such modification and certifying that this 
Lease, as so modified, is in full force and effect) and the date

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to which the rent and other charges are paid in advance, if any, and (ii) 
acknowledging that there are not, to the responding party's knowledge, any 
uncured defaults on the part of the requesting party, or specifying such 
defaults if any are claimed. Any such statement may be conclusively relied upon 
by any prospective purchaser or encumbrancer of the Office Building Project or 
of the business of Lessee.

   (b) At the requesting party's option, the failure to deliver such statement 
within such time shall be a material default of this Lease by the party who is 
to respond, without any further notice to such party, or it shall be conclusive 
upon such party that (i) this Lease is in full force and effect, without 
modification except as may be represented by the requesting party, (ii) there 
are no uncured defaults in the requesting party's performance, and (iii) if 
Lessor is the requesting party, not more than one month's rent has been paid in 
advance. 

   (c) If Lessor desires to finance, refinance, or sell the Office Building 
Project, or any part thereof, Lessee hereby agrees to deliver to any lender or 
purchaser designated by Lessor such financial statements of Lessee as may be 
reasonably required by such lender or purchaser. Such statements shall include 
the past three (3) years' financial statements of Lessee. All such financial 
statements shall be received by Lessor and such lender or purchaser in 
confidence and shall be used only for the purposes herein set forth.

17. Lessor's Liability. The term "Lessor" as used herein shall mean only the 
owner or owners, at the time in question, of the fee title or a lessee's 
interest in a ground lease of the Office Building Project, and except as 
expressly provided in paragraph 15, in the event of any transfer of such title 
or interest, Lessor herein named (and in case of any subsequent transfers then 
the grantor) shall be relieved from and after the date of such transfer of all 
liability as respects Lessor's obligations thereafter to be performed, provided 
that any funds in the hands of Lessor or the then grantor at the time of such 
transfer, in which Lessee has an interest, shall be delivered to the grantee. 
The obligations contained in this Lease to be performed by Lessor shall, subject
as aforesaid, be binding on Lessor's successors and assigns, only during their 
respective periods of ownership.

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

19. Interest on Past-due Obligations. Except as expressly herein provided, any 
amount due to Lessor not paid when due shall bear interest at the maximum rate 
then allowable by law or judgments from the date due. Payment of such interest 
shall not excuse or cure any default by Lessee under this Lease; provided, 
however, that interest shall not be payable on late charges incurred by Lessee 
nor on any amounts upon which late charges are paid by Lessee.

20. Time of Essence. Time is of the essence with respect to the obligations to 
be performed under this Lease.

21. Additional Rent. All monetary obligations of Lessee to Lessor under the 
terms of this Lease, including but not limited to Lessee's Share of Operating 
Expense Increase and any other expenses payable by Lessee hereunder shall be 
deemed to be rent.

22. Incorporation of Prior Agreements; Amendments. This Lease contains all 
agreements of the parties with respect to any matter mentioned herein. No prior 
or contemporaneous agreement or understanding pertaining to any such matter 
shall be effective. This Lease may be modified in writing only, signed by the 
parties in interest at the time of the modification. Except as otherwise stated 
in this Lease, Lessee hereby acknowledges that neither the real estate broker 
listed in paragraph 15 hereof nor any cooperating broker on this transaction nor
the Lessor or any employee or agents of any of said persons has made any oral or
written warranties or representations to Lessee relative to the condition or use
by Lessee of the Premises or the Office Building Project and Lessee acknowledges
that Lessee assumes all responsibility regarding the Occupational Safety Health 
Act, the legal use and adaptability of the Premises and the compliance thereof 
with all applicable laws and regulations in effect during the term of this 
Lease.

23. Notices. Any notice required or permitted to be given hereunder shall be in 
writing and may be given by personal delivery or by certified or registered 
mail, and shall be deemed sufficiently given if delivered or addressed to Lessee
or to Lessor at the address noted below or adjacent to the signature of the 
respective parties, as the case may be. Mailed notices shall be deemed given 
upon actual receipt at the address required, or forty-eight hours following 
deposit in the mail, postage prepaid, whichever first occurs. Either party may 
by notice to the other specify a different address for notice purposes except 
that upon Lessee's taking possession of the Premises, the Premises shall 
constitute Lessee's address for notice purposes. A copy of all notices required
or permitted to be given to Lessor hereunder shall be concurrently transmitted
to such party or parties at such addresses as Lessor may from time to time
hereafter designate by notice to Lessee.

24. Waivers. No waiver by Lessor of any provision hereof shall be deemed a 
waiver of any other provision hereof or of any subsequent breach by Lessee of 
the same or any other provision. Lessor's consent to, or approval of, any act 
shall not be deemed to render unnecessary the obtaining of Lessor's consent to 
or approval of any subsequent act by Lessee. The acceptance of rent hereunder by
Lessor shall not be a waiver of any preceding breach by Lessee of any provision 
hereof, other than the failure of Lessee to pay the particular rent so accepted,
regardless of Lessor's knowledge of such preceding breach at the time of 
acceptance of such rent.

25. Recording. Either Lessor or Lessee shall, upon request of the other, 
execute, acknowledge and deliver to the other a "short form" memorandum of this 
Lease for recording purposes.

26. Holding Over. If Lessee, with Lessor's consent, remains in possession of the
Premises or any part thereof after the expiration of the term hereof, such 
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease pertaining to the obligations of Lessee, except that the rent payable 
shall be two hundred percent (200%) of the rent payable immediately preceding 
the termination date of this Lease, and all Options, if any, granted under the 
terms of this Lease shall be deemed terminated and be of no further effect 
during said month to month tenancy.

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

28. Covenants and Conditions. Each provision of this Lease performable by Lessee
shall be deemed both a covenant and a condition.

29. Binding Effect; Choice of Law. Subject to any provisions hereof restricting 
assignment or subletting by Lessee and subject to the provisions of paragraph 
17, this Lease shall bind the parties, their personal representatives, 
successors and assigns. This Lease shall be governed by the laws of the State 
where the Office Building Project is located and any litigation concerning this 
Lease between the parties hereto shall be initiated in the county in which the 
Office Building Project is located.

30. Subordination.

   (a) This Lease, and any Option or right of first refusal granted hereby, at 
Lessor's option, shall be subordinate to any ground lease, mortgage, deed of 
trust, or any other hypothecation or security now or hereafter placed upon the 
Office Building Project and to any and all advances made on the security thereof
and to all renewals, modifications, consolidations, replacements, and extensions
thereof. Notwithstanding such subordination, Lessee's right to quiet possession 
of the Premises shall not be disturbed if Lessee is not in default and so long 
as Lessee shall pay the rent and observe and perform all of the provisions of 
this Lease, unless this Lease is otherwise terminated pursuant to its terms. If 
any mortgagee, trustee or ground lessor shall elect to have this Lease and any 
Options granted hereby prior to the lien of its mortgage, deed of trust or 
ground lease, and shall give written notice thereof to Lessee, this Lease and 
such Options shall be deemed prior to such mortgage, deed of trust or ground 
lease, whether this Lease or such Options are dated prior or subsequent to the 
date of said mortgage, deed of trust or ground lease or the date of recording 
thereof. 

   (b) Lessee agrees to execute any documents required to effectuate an 
attornment, a subordination, or to make this Lease or any Option granted herein 
prior to the lien of any mortgage, deed of trust or ground lease, as the case 
may be, Lessee's failure to execute such documents within ten (10) days after 
written demand shall constitute a material default by Lessee hereunder without 
further notice to Lessee or, at Lessor's option, Lessor shall execute such 
documents on behalf of Lessee as Lessee's attorney-in-fact. Lessee does hereby 
make, constitute and irrevocably appoint Lessor as Lessee's attorney-in-fact and
in Lessee's name, place and stead, to execute such documents in accordance with 
this paragraph 30(b).

31. Attorneys' Fees.

    31.1 If either party or the broker(s) named herein bring an action to
enforce the terms hereof or declare rights hereunder, the prevailing party in
any such action, trial or appeal thereon, shall be entitled to his reasonable
attorneys' fees to be paid by the losing party as fixed by the court in the same
or a separate suit, and whether or not such action is pursued in decision or
judgment. The provisions of this paragraph shall inure to the benefit of the
broker named herein who seeks to enforce a right hereunder.

    31.2 The attorneys' fee award shall not be computed in accordance with any 
court fee schedule, but shall be such as to fully reimburse all attorneys' fees 
reasonably incurred in good faith.

    31.3 Lessor shall be entitled to reasonable attorneys' fees and all other 
costs and expenses incurred in the preparation and service of notice of default 
and consultations in connection therewith, whether or not a legal transaction is
subsequently commenced in connection with such default. 

32. Lessor's Access.

    32.1 Lessor and Lessor's agents shall have the right to enter the Premises
at reasonable times for the purpose of inspecting the same, performing any
services required of Lessor, showing the same to prospective purchasers,
lenders, or lessees, taking such safety measures, erecting such scaffolding or
other necessary structures, making such alterations, repairs, improvements or
additions to the Premises or to the Office Building Project as Lessor may
reasonably deem necessary or desirable and the erecting, using and maintaining
of utilities, services, pipes and conduits through the Premises and/or other
premises as long as there is no material adverse effect to Lessee's use of the
Premises. Lessor may at any time place on or about the Premises or the Building
any ordinary "For Sale" signs and Lessor may at any time during the last 120
days of the term hereof place on or about the Premises any ordinary "For Lease"
signs.

    32.2 All activities of Lessor pursuant to this paragraph shall be without 
abatement of rent, nor shall Lessor have any liability to Lessee for the same.


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    32.3 Lessor shall have the right to retain keys to the Premises and to
unlock all doors in or upon the Premises other than to files, vaults and safes,
and in the case of emergency to enter the Premises by any reasonably appropriate
means, and any such entry shall not be deemed a forceable or unlawful entry or
detainer of the Premises or an eviction. Lessee waives any charges for damages
or injuries or interference with Lessee's property or business in connection
therewith.

33.Auctions. Lessee shall not conduct, nor permit to be conducted, either 
voluntarily or involuntarily, any auction upon the Premises or the Common Areas 
without first having obtained Lessor's prior written consent. Notwithstanding 
anything to the contrary in this Lease, Lessor shall not be obligated to 
exercise any standard of reasonableness in determining whether to grant such 
consent. The holding of any auction on the Premises or Common Areas in violation
of this paragraph shall constitute a material default of this Lease.

34.Signs. Lessee shall not place any sign upon the Premises or the Office 
Building Project without Lessor's prior written consent. Under no circumstances 
shall Lessee place a sign on any roof of the Office Building Project.

35.Merger. The voluntary or other surrender of this Lease by Lessee, or a 
mutual cancellation thereof, or a termination by Lessor, shall not work a 
merger, and shall, at the option of Lessor, terminate all or any existing 
subtenancies or may, at the option of Lessor, operate as an assignment to Lessor
of any or all of such subtenancies.

36.Consents. Except for paragraphs 33 (auctions) and 34 (signs) hereof, 
wherever in this Lease the consent of one party is required to an act of the 
other party such consent shall not be unreasonably withheld or delayed.

37.Guarantor. In the event that there is a guarantor of this Lease, said 
guarantor shall have the same obligations as Lessee under this Lease.

38.Quiet Possession. Upon Lessee paying the rent for the Premises and observing
and performing all of the covenants, conditions and provisions on Lessee's part 
to be observed and performed hereunder, Lessee shall have quiet possession of 
the Premises for the entire term hereof subject to all of the provisions of this
Lease. The individuals executing this Lease on behalf of Lessor represent and 
warrant to Lessee that they are fully authorized and legally capable of 
executing this Lease on behalf of Lessor and that such execution is binding upon
all parties holding an ownership interest in the Office Building Project.

39.Options

    39.1 Definition. As used in this paragraph the word "Option" has the 
following meaning: (1) the right or option to extend the term of this Lease or 
to renew this Lease or to extend or renew any lease that Lessee has on other 
property of Lessor; (2) the option of right of first refusal to lease the 
Premises or the right of first offer to lease the Premises or the right of first
refusal to lease other space within the Office Building Project or other 
property of Lessor or the right of first offer to lease other space within the 
Office Building Project or other property of Lessor; (3) the right or option to 
purchase the Premises or the Office Building Project, or the right of first 
refusal to purchase the Premises or the Office Building Project or the right of 
first offer to purchase the Premises or the Office Building Project, or the 
right or option to purchase other property of Lessor, or the right of first 
refusal to purchase other property of Lessor or the right of first offer to 
purchase other property of Lessor.

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

    39.4 Effect of Default on Options.

         (a) Lessee shall have no right to exercise an Option, notwithstanding 
any provision in the grant of Option to the contrary, (i) during the time 
commencing from the date Lessor gives to Lessee a notice of default pursuant to 
paragraph 13.1(c) or 13.1(d) and continuing until the noncompliance alleged in 
said notice of default is cured, or (ii) during the period of time commencing on
the day after a monetary obligation to Lessor is due from Lessee and unpaid 
(without any necessity for notice thereof to Lessee) and continuing until the 
obligation is paid, or (iii) in the event that Lessor has given to Lessee three 
or more notices of default under paragraph 13.1(c), or paragraph 13.1(d), 
whether or not the defaults are cured, during the 12 month period of time 
immediately prior to the time that Lessee attempts to exercise the subject 
Option, (iv) if Lessee has committed any non-curable breach, including without 
limitation those described in paragraph 13.1(b), or is otherwise in default of 
any of the terms, covenants or conditions of this Lease.

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

40.Security Measures--Lessor's Reservations.

    40.1 Lessee hereby acknowledges that Lessor shall have no obligation
whatsoever to provide guard service or other security measures for the benefit
of the Premises or the Office Building Project. Lessee assumes all
responsibility for the protection of Lessee, its agents, and invitees and the
property of Lessee and of Lessee's agents and invitees from acts of third
parties. Nothing herein contained shall prevent Lessor, at Lessor's sole option,
from providing security protection for the Office Building Project or any part
thereof, in which event the cost thereof shall be included within the definition
of Operating Expenses, as set forth in paragraph 4.2(b).

    40.2 Lessor shall have the following rights:

         (a) To change the name, address or title of the Office Building Project
or building in which the Premises are located upon not less than 90 days prior 
written notice;

         (b) To, at Lessee's expense, provide and install Building standard 
graphics on the door of the Premises and such portions of the Common Areas as 
Lessor shall reasonably deem appropriate;

         (c) To permit any lessee the exclusive right to conduct any business as
long as such exclusive does not conflict with any rights expressly given herein;

         (d) To place such signs, notices or displays as Lessor reasonably deems
necessary or advisable upon the roof, exterior of the buildings or the Office 
Building Project or on pole signs in the Common Areas;

    40.3 Lessee shall not:

         (a) Use a representation (photographic or otherwise) of the Building or
the Office Building Project or their name(s) in connection with Lessee's
business;

         (b) Suffer or permit anyone, except in emergency, to go upon the roof
of the Building.

41.Easements.

    41.1 Lessor reserves to itself the right, from time to time, to grant such
easements, rights and dedications that Lessor deems necessary or desirable, and
to cause the recordation of Parcel Maps and restrictions, so long as such
easements, rights, dedications, Maps and restrictions do not unreasonably
interfere with the use of the Premises by Lessee. Lessee shall sign any of the
aforementioned documents upon request of Lessor and failure to do so shall
constitute a material default of this Lease by Lessee without the need for
further notice to Lessee.

    41.2 The obstruction of Lessee's view, air, or light by any structure 
erected in the vicinity of the Building, whether by Lessor or third parties, 
shall in no way affect this Lease or impose any liability upon Lessor.

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



(C) 1984 American Industrial Real Estate Association

                              FULL SERVICE--GROSS

                              PAGE 9 OF 10 PAGES
 


<PAGE>
 
43.Authority. If Lessee is a corporation, trust, or general or limited 
partnership, Lessee, and each individual executing this Lease on behalf of such 
entity represent and warrant that such individual is duly authorized to execute 
and deliver this Lease on behalf of said entity. If Lessee is a corporation, 
trust or partnership, Lessee shall, within thirty (30) days after execution 
of this Lease, deliver to Lessor evidence of such authority satisfactory to 
Lessor.

44.Conflict. Any conflict between the printed provisions, Exhibits or Addenda 
of this Lease and the typewritten or handwritten provisions, if any, shall be
controlled by the typewritten or handwritten provisions.

45.No Offer. Preparation of this Lease by Lessor or Lessor's agent and 
submission of same to Lessee shall not be deemed an offer to Lessee to lease. 
This Lease shall become binding upon Lessor and Lessee only when fully executed 
by both parties.

46.Lender Modification. Lessee agrees to make such reasonable modifications to
this Lease as may be reasonably required by an institutional lender in
connection with the obtaining of normal financing or refinancing of the Office
Building Project.

47.Multiple Parties. If more than one person or entity is named as either Lessor
or Lessee herein, except as otherwise expressly provided herein, the obligations
of the Lessor or Lessee herein shall be the joint and several responsibility of
all persons or entities named herein as such Lessor or Lessee, respectively.

48.Work Letter. This Lease is supplemented by that certain Work Letter of even 
date executed by Lessor and Lessee, attached hereto as Exhibit C, and 
incorporated herein by this reference.

49.Attachments. Attached hereto are the following documents which constitute a 
part of this Lease:

         Addendum to Lease, paragraphs 50 through 56.




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

              IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN 
              PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR 
              HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION 
              IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE
              ASSOCIATION OR BY THE REAL ESTATE BROKER OR ITS 
              AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, 
              LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE 
              OR THE TRANSACTION RELATING THERETO; THE PARTIES 
              SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN 
              LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES 
              OF THIS LEASE.


<TABLE> 
<CAPTION> 

                   LESSOR                                        LESSEE
<S>                                               <C> 
SILVER GENESIS, INC., a California corporation    NET VANTAGE INC., a California corporation
-----------------------------------------------   -----------------------------------------------

By /s/ Eugene E. Elling                           By [SIGNATURE APPEARS HERE]
  ---------------------------------------------     ----------------------------------------------
  Eugene E. Elling

          Its  PRESIDENT                                      Its Vice President Finance & CFO     
             ----------------------------------                  ---------------------------------  

By [SIGNATURE APPEARS HERE]  HIS ATTORNEY IN FACT

By_____________________________________________   By______________________________________________

          Its__________________________________               Its_________________________________  

Executed at____________________________________   Executed at  Santa Monica, CA                   
                                                             -------------------------------------

on_____________________________________________   on        4/12/96
                                                    ----------------------------------------------

Address________________________________________   Address_________________________________________
</TABLE> 

                                                        
(C) 1984 American Industrial Real Estate Association

                              FULL SERVICE-GROSS

                              PAGE 10 OF 10 PAGES

For these forms write or call the American Industrial Real Estate Association,
350 South Figueroa Street, Suite 275, Los Angeles, CA 90071, (213) 687-8777.

(C) 1984-By American Industrial Association. All rights reserved. No part of
these words may be reproduced in any form without permission in writing.
<PAGE>
 
                             STANDARD OFFICE LEASE

                                  FLOOR PLAN

      [LOGO OF AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION APPEARS HERE]






                                   EXHIBIT A



(C) 1984 American Industrial Real Estate Association           
                              
                              FULL SERVICE--GROSS

<PAGE>
 
                           RULES AND REGULATIONS FOR
                             STANDARD OFFICE LEASE

      [LOGO OF AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION APPEARS HERE]


Dated:______________________________

By and Between__________________________________________________________________


                                 GENERAL RULES

   1. Lessee shall not suffer or permit the obstruction of any Common Areas, 
including driveways, walkways and stairways.

   2. Lessor reserves the right to refuse access to any persons Lessor in good 
faith judges to be a threat to the safety, reputation, or property of the Office
Building Project and its occupants.

   3. Lessee shall not make or permit any noise or odors that annoy or interfere
with other lessees or persons having business within the Office Building 
Project. 
 
   4. Lessee shall not keep animals or birds within the Office Building Project,
and shall not bring bicycles, motorcycles or other vehicles into areas not 
designated as authorized for same.

   5. Lessee shall not make, suffer or permit litter except in appropriate 
receptacles for that purpose.

   6. Lessee shall not alter any lock or install new or additional locks or 
bolts.

   7. Lessee shall be responsible for the inappropriate use of any toilet rooms,
plumbing or other utilities. No foreign substances of any kind are to be 
inserted therein.

   8. Lessee shall not deface the walls, partitions or other surfaces of the 
premises or Office Building Project.

   9. Lessee shall not suffer or permit any thing in or around the Premises or 
Building that causes excessive vibration or floor loading in any part of the 
Office Building Project.

  10. Furniture, significant freight and equipment shall be moved into or out of
the building only with the Lessor's knowledge and consent, and subject to such 
reasonable limitations, techniques and timing, as may be designated by Lessor. 
Lessee shall be responsible for any damage to the Office Building Project 
arising from any such activity.

  11. Lessee shall not employ any service or contractor for services or work to 
be performed in the Building, except as approved by Lessor.

  12. Lessor reserves the right to close and lock the Building on Saturdays, 
Sundays and legal holidays, and on other days between the hours of _____ P.M. 
and _____ A.M. of the following day. If Lessee uses the Premises during such 
periods, Lessee shall be responsible for securely locking any doors it may have 
opened for entry.
 
  13. Lessee shall return all keys at the termination of its tenancy and shall 
be responsible for the cost of replacing any keys that are lost.

  14. No window coverings, shades or awnings shall be installed or used by 
Lessee.

  15. No Lessee, employee or invitee shall go upon the roof of the Building.

  16. Lessee shall not suffer or permit smoking or carrying of lighted cigars or
cigarettes in areas reasonably designated by Lessor or by applicable 
governmental agencies as non-smoking areas.

  17. Lessee shall not use any method of heating or air conditioning other than 
as provided by Lessor.

  18. Lessee shall not install, maintain or operate any vending machines upon 
the Premises without Lessor's written consent.

  19. The Premises shall not be used for lodging or manufacturing, cooking or 
food preparation.

  20. Lessee shall comply with all safety, fire protection and evacuation 
regulations established by Lessor or any applicable governmental agency. 

  21. Lessor reserves the right to waive any one of these rules or regulations, 
and/or as to any particular Lessee, and any such waiver shall not constitute a 
waiver of any other rule or regulation or any subsequent application thereof to 
such Lessee.

  22. Lessee assumes all risks from theft or vandalism and agrees to keep its 
Premises locked as may be required.

  23. Lessor reserves the right to make such other reasonable rules and 
regulations as it may from time to time deem necessary for the appropriate 
operation and safety of the Office Building Project and its occupants. Lessee 
agrees to abide by these and such rules and regulations.

                                 PARKING RULES

   1. Parking areas shall be used only for parking by vehicles no longer than 
full size, passenger automobiles herein called "Permitted Size Vehicles." 
Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized
Vehicles."

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

   3. Parking stickers or identification devices shall be the property of Lessor
and be returned to Lessor by the holder thereof upon termination of the holder's
parking privileges. Lessee will pay such replacement charge as is reasonably 
established by Lessor for the loss of such devices.

   4. Lessor reserves the right to refuse the sale of monthly identification 
devices to any person or entity that willfully refuses to comply with the 
applicable rules, regulations, laws and/or agreements.

   5. Lessor reserves the right to relocate all or a part of parking spaces from
floor to floor, within one floor, and/or to reasonably adjacent offsite 
location(s), and to reasonably allocate them between compact and standard size 
spaces, as long as the same complies with applicable laws, ordinances and 
regulations.

   6. Users of the parking area will obey all posted signs and park only in the 
areas designated for vehicle parking.

   7. Unless otherwise instructed, every person using the parking area is 
required to park and lock his own vehicle. Lessor will not be responsible for 
any damage to vehicles, injury to persons or loss of property, all of which 
risks are assumed by the party using the parking area.

   8. Validation, if established, will be permissable only by such method or 
methods as Lessor and/or its licensee may establish at rates generally 
applicable to visitor parking. 

   9. The maintenance, washing, waxing or cleaning of vehicles in the parking 
structure or Common Areas is prohibited.

  10. Lessee shall be responsible for seeing that all of its employees, agents 
and invitees comply with the applicable parking rules, regulations, laws and 
agreements.

  11. Lessor reserves the right to modify these rules and/or adopt such other 
reasonable and non-discriminatory rules and regulations as it may deem necessary
for the proper operation of the parking area.

  12. Such parking use as is herein provided is intended merely as a license 
only and no bailment is intended or shall be created hereby.


                                                Initials: [INITIALS APPEAR HERE]
                                                          ----------------------
                                                          [INITIALS APPEAR HERE]
                                                          ----------------------
(C) 1984 American Industrial Real Estate Association

                              FULL SERVICE--GROSS

                                   EXHIBIT B

                               PAGE 1 OF 1 PAGES
<PAGE>
 
                     WORK LETTER TO STANDARD OFFICE LEASE

Dated:
      -----------------------------

By and between:
               -----------------------------------------------------------------

The Premises shall be constructed in accordance with Lessor's Standard 
improvements, as follows:

1.  Partitions





2.  Wall Surfaces





3.  Draperies





4.  Carpeting





5.  Doors





6.  Electrical and Telephone Outlets





7.  Ceiling





8.  Lighting





9.  Heating and Air Conditioning Ducts





10. Sound Proofing





11. Plumbing






                                                Initials: [INITIALS APPEAR HERE]
                                                         -----------------------
                                                          [INITIALS APPEAR HERE]
                                                         -----------------------
(C) 1984 American Industrial Real Estate Association

                              FULL SERVICE--GROSS

                                   EXHIBIT C

                               PAGE 1 OF 2 PAGES
<PAGE>
 
12. Entrance Doors



13. Completion of Improvements

    Lessor shall construct and complete improvements to the Premises in 
accordance with the plans and specifications prepared by_______________________

_____________________________________________, dated__________________________,

consisting of sheets________________________.(the "Improvements")

14. Preparation of Plans and Specifications

    Within______days after the date of this Lease Lessor shall prepare at its 
cost and deliver to Lessee for its approval______copies of preliminary plans and
specifications for the completion of the Improvements, which plans and 
specifications shall itemize the work to be done by each party, including a cost
estimate of any work required of Lessor in excess of Lessor's Standard 
Improvements. Lessee shall approve said preliminary plans and specifications and
preliminary cost estimate or specify with particularity its objection thereto 
within______days following receipt thereof. Failure to so approve or disapprove 
within said period of time shall constitute approval thereof. If Lessee shall 
reject said preliminary plans and specifications either partially or totally, 
and they cannot in good faith be modified within ten (10) days after such 
rejection to be acceptable to Lessor and Lessee, this Lease shall terminate and
neither party shall thereafter be obligated to the other party for any reason
whatsoever having to do with this Lease, except that Lessee shall be refunded
any security deposit or prepaid rent. The plans and specifications, when
approved by Lessee, shall supersede any prior agreement concerning the
Improvements.

15. Construction
    
    If Lessor's cost of constructing the Improvements to the Premises exceeds 
the cost of Lessor's Standard Improvements, Lessee shall pay to Lessor in cash 
before the commencement of such construction a sum equal to such excess.

    If the final plans and specifications are approved by Lessor and Lessee, and
Lessee pays Lessor for such excess, then Lessor shall, at its sole cost and 
expense, construct the Improvements in accordance with said approved final plans
and specifications and all applicable rules, regulations, laws or ordinances.

16. Completion.

    16.1 Lessor shall obtain a building permit to construct the Improvements as 
soon as possible.

    16.2 Lessor shall complete the construction of the Improvements as soon as 
reasonably possible after the obtaining of necessary building permits.

    16.3 The term "Completion," as used in this Work Letter, is hereby defined
to mean the date the building department of the municipality having jurisdiction
of the Premises shall have made a final inspection of the Improvements and
authorized a final release of restrictions on the use of public utilities in
connection therewith and the same are in a broom-clean condition.

    16.4 Lessor shall use its best efforts to achieve Completion of the 
Improvements on or before the Commencement Date set forth in paragraph 1.5 of 
the Basic Lease Provisions or within one hundred eighty (180) days after Lessor 
obtains the building permit from the applicable building department, whichever 
is later.

    16.5 In the event that the Improvements or any portion thereof have not 
reached Completion by the Commencement Date, this Lease shall not be invalid, 
but rather Lessor shall complete the same as soon thereafter as is possible and 
Lessor shall not be liable to Lessee for damages in any respect whatsoever.

    16.6 If Lessor shall be delayed at any time in the progress of the 
construction of the Improvements or any portion thereof by extra work, changes 
in construction ordered by Lessee, or by strikes, lockouts, fire, delay in 
transportation, unavoidable casualties, rain or weather conditions, governmental
procedures or delay, or by any other cause beyond Lessor's control, then the 
Commencement Date established in paragraph 1.5 of the Lease shall be extended by
the period of such delay.

17. Term

    Upon Completion of the Improvements as defined in paragraph 16.3, above, 
Lessor and Lessee shall execute an amendment to the Lease setting forth the date
of Tender of Possession as defined in paragraph 3.2.1 of the Lease or of actual 
taking of possession, whichever first occurs, as the Commencement Date of this 
Lease.

18. Work Done By Lessee

    Any work done by Lessee shall be done only with Lessor's prior written 
consent and in conformity with a valid building permit and all applicable rules,
regulations, laws and ordinances, and be done in a good and workmanlike manner 
with good and sufficient materials. All work shall be done only with union labor
and only by contractors approved by Lessor, it being understood that all 
plumbing, mechanical, electrical wiring and ceiling work are to be done only by 
contractors designated by Lessor.

19. Taking of Possession of Premises

    Lessor shall notify Lessee of the Estimated Completion Date at least ten 
(10) days before said date. Lessee shall thereafter have the right to enter the 
Premises to commence construction of any Improvements. Lessee is to construct
and to equip and fixturize the Premises, as long as such entry does not
interfere with Lessor's work. Lessee shall take possession of the Premises upon
the tender thereof as provided in paragraph 3.2.1 of the Lease to which this
Work Letter is attached. Any entry by Lessee of the Premises under this
paragraph shall be under all of the terms and provisions of the Lease to which
this Work Letter is attached.

20. Acceptance of Premises

    Lessee shall notify Lessor in writing of any items that Lessee deems 
incomplete or incorrect in order for the Premises to be acceptable to Lessee 
within ten (10) days following Tender of Possession as set forth in paragraph 
3.2.1 of the Lease to which this Work Letter is attached. Lessee shall be 
deemed to have accepted the Premises and approved construction if Lessee does 
not deliver such a list to Lessor within said number of days.

                                                Initials: [INITIALS APPEAR HERE]
                                                          ----------------------
                                                          [INITIALS APPEAR HERE]
                                                          ----------------------
                              
(C) 1984 American Industrial Real Estate Association

                              FULL SERVICE-GROSS
                              
                                   EXHIBIT C

                               PAGE 2 OF 2 PAGES
<PAGE>
 
                   ADDENDUM TO STANDARD OFFICE LEASE - GROSS

                 By and Between SILVER GENESIS, INC. (Lessor)
                       and NET VANTAGE INC. (Lessee) for

                           201 Continental Boulevard
                         EL Segundo, California 90245

                             Dated April 10, 1996

4.2  Base Year Operating Expense.  The Base Year Operating Expense shall be 
adjusted to compensate for vacancies in the Building during the Base Year so 
that Operating Expenses shall be based on a 90% occupied building.

4.2  Audit.  The following is hereby added as Section 4.2(h):

"Lessee shall have the right to audit, at Lessee's expense, Operating Expenses 
for the Base Year and each Comparison Year within the twelve (12) month period 
following the calculation of any Operating expense Increase and shall provide 
Lessor with the results of such audit. In the event Lessee has overpaid 
Operating Expenses, Lessor shall refund the amount of the overpayment within 
thirty (30) days. In the event Lessee has underpaid Operating Expenses, Lessee 
shall pay the amount of the underpayment within thirty (30) days."

6.2  Environmental.  Lessor warrants that the Building does not contain any 
Hazardous Substances, as herein defined, in a condition or in amounts which 
exceed legally permissible limits effective as of the date possession is 
delivered to Lessee.

6.2  Compliance with Law. Notwithstanding Section 6.2(b) of the Lease, Lessee 
shall not be required to make structural changes to the Premises or the Building
Systems, unless such changes are related to Lessee's particular use of the 
Premises or improvements constructed by Lessee.

7.2  Lessee's Obligations. Section 6.3(b) is hereby supplemented as follows:

         "Lessee shall have no responsibility to perform or construct any
     repair, maintenance or improvement (i) necessitated by the acts or
     omissions of Lessor or any other occupant of the Building, or their
     respective agents, employees or contractors, (ii) occasioned by a casualty
     not caused or contributed to by Lessee, (iii) required as a consequence of
     any violation of Law in the Premises or the Building as of the date
     possession is delivered to Lessee, (iv) for which Lessor has a right or
     reimbursement from third parties, (v) which would be treated as a capital
     expenditure under generally accepted accounting principals and are
     unrelated to Lessee's particular use of the Premises or improvements
     constructed by Lessee."

7.3  Alterations and Additions. Section 7.3(a) is hereby supplemented as 
follows: 

         "Notwithstanding the foregoing, Lessee shall have the right to make 
     non-structural modifications up to a maximum cost of FIFTEEN THOUSAND
     DOLLARS ($15,000.00) without Lessor's consent. Lessee shall, however, in
     connection with such improvements provide the notice set forth in Section
     7.3(b) in order for Lessor to post a notice of non-responsibility."
     
8.10 Indemnity by Lessor. Notwithstanding anything herein to the contrary,
Lessor shall indemnify and hold harmless Lessee and its agents from and against
all costs, attorneys' fees, expenses and liabilities incurred by Lessee as a
result of the active negligence or willful misconduct of Lessor or Lessor's
failure to perform its obligations hereunder.

<PAGE>
 
12.1  Lessor's Consent Required. Lessor shall provide its written consent, or
      its disapproval of such transfer, within five (5) business days following
      receipt of a written request for approval, together with information
      reasonably requested by Lessor concerning such proposed sublessee or
      assignee, including financial information reasonably requested. In the
      event Lessee is a publicly traded company, the transfer of its stock on
      any exchange or national market system shall not be deemed a Transfer
      under this Section 12.1. The provisions of this Section 12.1 shall not
      prohibit Lessee from entering into licenses with customers or agents of
      customers of Lessee which require space for the purpose of testing or
      inspecting products produced by Lessee, provided such license is temporal
      in nature and does not constitute a grant of exclusive space within the
      Premises by Lessee.

32.   Lessor's Access. Lessor and Lessor's agents shall provide Lessee with
      twenty-four (24) hours' notice prior to entry of the Premises, except in
      the event of an emergency which shall require no notice. Such entry by
      Lessor and Lessor's agents shall not impair Lessee's obligations more than
      reasonably necessary. During any such entry, except emergency entries,
      Lessor and Lessor's agents shall at all times be accompanied by Lessee or
      Lessee's agent. In the event of an emergency entry, Lessor shall use
      reasonable efforts to be accompanied by a representative of Lessee.

49.   Final Calculation of Rentable Square Footage. The Premises, as defined in
      Paragraph 1.2 and the calculation of rent (Paragraph 1.6), security
      deposits (Paragraph 1.9) and Lessee's share of operating expenses
      (Paragraph 1.10) shall be computed upon $1.06 per rentable square foot
      pursuant to the final approved space plan. Rentable square footage shall
      be computed based upon the usable square feet multiplied by 1.15% (15%
      load factor). The vehicle parking spaces allocated to Lessee pursuant to
      Paragraph 2.2 shall be based upon 1,000 square feet of usable area. In the
      event a discrepancy is determined regarding the square footage of the
      Premises, the foregoing amounts may be adjusted, provided that in the
      event shall either party be entitled to any retroactive adjustment whether
      for operating expenses, rent or parking.

50.   Right of First Notice of Lease. In the event that space on the second
      floor becomes available for lease during the term of Lessee's Lease,
      Lessor shall notify Lessee of the availability of such space. Lessee shall
      have ten (10) working days to provide Lessor with written notice of its
      desire to negotiate a lease for the available space. In the event Lessee
      provides Lessor with written notice of its desire to negotiate a lease for
      such space, Lessor and Lessee shall negotiate in good faith the terms of
      the lease for the available space for the thirty (30) day period following
      receipt of Lessee's election to negotiate. In no event shall this right of
      first notice provide Lessee with an option to lease such other space or a
      right of first refusal. Lessor shall have the right to market such
      expansion space, despite Lessee's election, but shall negotiate in good
      faith with Lessee concerning a lease for such expansion space. Upon
      written notice by Lessor to Lessee of the date of availability of the
      proposed space, Lessee shall have ten (10) working days to enter a thirty
      (30) day period of "good faith" negotiations.

51.   Option to Renew Lease. Lessee is given the option to extend the term on
      all the provisions contained in this lease, except for minimum monthly
      rent, for a five (5) year period ("Extended Term") following expiration of
      the initial term, by giving notice of exercise of the option ("Option
      Notice") to Lessor at least six (6) months, but not more than one (1) year
      before the expiration of the term. Provided that, if Lessee is in default
      on the date of giving the Option Notice, the Option Notice shall be
      totally ineffective, or if Lessee is in

                                      -2-
<PAGE>
 
     default on the date the Extended Term is to commence, the Extended Term
     shall not commence and this lease shall expire at the end of the initial
     term.

     The parties shall have thirty (30) days after Lessor receives the Option
     Notice in which to agree on Base Rent during the Extended Term. If the
     parties agree on the Base Rent for the Extended Term during that period,
     they shall immediately execute an amendment to this lease stating the Base
     Rent.

     If the parties are unable to agree on the Base Rent for the Extended Term
     within that period, then within ten (10) days after the expiration of that
     period each party, at its cost and by giving notice to the other party,
     shall appoint a real estate appraiser with at least 5 years' full-time
     commercial appraisal experience in the area in which the premises are
     located to appraise and set the Base Rent for the Extended Term based upon
     ninety-five percent (95%) of the fair market rental for the Premises based
     upon the prevailing market rates for similar space in similar buildings. If
     a party does not appoint an appraiser within ten (10) days after the other
     party has given notice of the name of its appraiser, the single appraiser
     appointed shall be the sole appraiser and shall set the Base Rent for the
     Extended Term. If the two appraisers are appointed by the parties as stated
     in this paragraph, they shall meet promptly and attempt to set the Base
     Rent for the Extended Term. If they are unable to agree within thirty (30)
     days after the second appraiser has been appointed, they shall attempt to
     elect a third appraiser meeting the qualifications stated in this paragraph
     within ten (10) days after the last day the two appraisers are given to set
     the Base Rent. If they are unable to agree on the third appraiser, either
     of the parties to this lease by giving ten (10) days' notice to the other
     party can file a petition with the American Arbitration Association solely
     for the purpose of selecting a third appraiser who meets the qualifications
     stated in this paragraph. Each party shall bear half the cost of the
     American Arbitration Association appointing the third appraiser and of
     paying the third appraiser's fee. The third appraiser, however selected,
     shall be a person who has not previously acted in any capacity for either
     party.

     Within thirty (30) days after the selection of the third appraiser, a
     majority of the appraisers shall set the Base Rent for the Extended Term.
     If a majority of the appraisers are unable to set the Base Rent within the
     stipulated period of time, the three appraisals shall be added together and
     their total divided by three; the resulting quotient shall be the Base Rent
     for the premises during the Extended Term. If, however, the low appraisal
     and/or the high appraisal are more than ten percent (10%) lower and/or
     higher than the middle appraisal, the low appraisal and/or the high
     appraisal shall be disregarded. If only one appraisal is disregarded, the
     remaining two appraisals shall be added together and their total divided by
     two; the resulting quotient shall be the Base Rent for the premises during
     the Extended Term. If both the low appraisal and the high appraisal are
     disregarded as stated in this paragraph, the middle appraisal shall be the
     Base Rent for the premises during the Extended Term.

     After the Base Rent for the Extended Term has been set, the appraisers
     shall immediately notify the parties.

     Lessee shall have no other right to extend the term beyond the Extended
     Term.

52.  Increases in Property Taxes During the First Three (3) Years of the Lease
     Term. During the first three (3) years of the initial lease term, Lessee
     shall not be responsible for any increases in property taxes resulting from
     the reassessment of the property caused by a sale of the property by Lessor
     ("Proposition 13").

                                      -3-
<PAGE>
 
53.  Signage.  Lessee shall have the right to install its sign on one (1)
     position of the shared monument sign at the parking lot entrance to the
     property. All signage is subject to City of El Segundo approval.

54.  Microwave Dish.  Lessee may install a microwave dish on the roof of the 
     Premises subject to Lessor's reasonable approval and in a location of
     Lessor's reasonable discretion.

55.  Non-Disturbance Agreements.  Lessor shall use commercially reasonable 
     efforts to obtain promptly following the execution of the Lease, non-
     disturbance, subordination and attornment agreements from Lessor's lender
     in a form reasonably satisfactory to Lessor's lender, Lessor and Lessee.
     Lessor and Lessee shall use reasonable and diligent efforts to satisfy the
     foregoing obligation.

56.  Early Possession of Lessee's Construction Work.  Lessor shall grant Lessee 
     early possession of the Premises upon mutual execution of this Lease in its
     existing condition. During this period up to the commencement date of the
     Lease (February 1, 1997), all terms of this Lease shall be in effect with
     the exception of the payment of Base Rent. Irrespective of Lessee's
     occupancy, the payment of Base Rent and the calculation of the initial term
     shall begin February 1, 1997. Lessee acknowledges that Lessor is completing
     a refurbishment of the Building simultaneously with Lessee's completing its
     improvements. Lessee shall complete the improvements to the Premises in
     conformance with the Floor Plan attached to the Lease as Exhibit "A".
                                                              -----------
     Lessor and Lessee shall use reasonable and diligent efforts to promptly 
     complete their respective improvements.  All such improvements shall be 
     substantially completed on or before November 1, 1996.

Lessor                                       Lessee

SILVER GENESIS, INC.,                        NET VANTAGE INC.,
a California corporation                     a California corporation

By: [SIGNATURE APPEARS HERE]                 By: [SIGNATURE APPEARS HERE]
   -------------------------                    -------------------------
                                             
Date:   4/12    , 1996                       Date:   4/12    , 1996
     -----------                                  -----------              

by [SIGNATURE APPEARS HERE]
   HIS ATTORNEY-IN-FACT

                                      -4-
<PAGE>
 
                           FIRST AMENDMENT TO LEASE
                           ------------------------

     THIS FIRST AMENDMENT TO LEASE ("Amendment") is made and entered as of the 
1st day of November, 1996 by and between SILVER GENESIS, INC. ("Lessor") and NET
VANTAGE INC. ("Lessee").

                                R E C I T A L S
                                - - - - - - - -


     A.   Lessor and Lessee entered into that certain Standard Office Lease - 
Gross (the "Lease") dated May 1, 1996, regarding a portion of that certain real 
property located at 201 Continental Boulevard, El Segundo, California 90245, 
more particularly described therein. All capitalized terms, unless specifically 
defined herein, shall have the same meaning as set forth in the Lease.

     B.   Lessor and Lessee desire to amend the Lease upon the terms and 
conditions contained herein. 

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.   Term.  This Amendment shall be effective as of the date of this 
          ----
Amendment (the "Effective Date") and shall terminate on October 31, 1997 (the 
"Expiration Date"). Following the Effective Date, all provisions of the Lease 
shall refer to the Premises as revised hereunder until the Expiration Date.

     2.   Addition to Premises.  The description of the Premises is hereby 
          --------------------
amended to include the basement within the Building in addition to the existing 
Premises until the Expiration Date.

     3.   Basement Rent.  Lessee shall pay Lessor the sum of TWO THOUSAND 
          -------------
EIGHTY-SEVEN DOLLARS ($2,087.00) per month on the first day of each month, 
commencing on the Effective Date until this Amendment expires under Section 1 
above.

     4.   Lessee's Share.  The addition of the additional space shall not affect
          --------------                                              ---
the calculation of Lessee's Share under Section 4.2.

     5.   Effect of Amendment.  Except as specifically set forth herein, the 
          -------------------
Lease shall continue in full force and effect as previously written.

Lessor                                  Lessee

SILVER GENESIS, INC.,                   NET VANTAGE INC.,
a California corporation                a California corporation

By: [SIGNATURE APPEARS HERE]            By: [SIGNATURE APPEARS HERE]
   -------------------------               -------------------------
                                           Vice President
Date: December 19, 1996                 Date: December 19, 1996     
               --                                      --            
<PAGE>
 
                         STANDARD OFFICE LEASE--GROSS

                  AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

                              [LOGO APPEARS HERE]

1. Basic Lease Provisions ("Basic Lease Provisions")

   1.1  Parties: This Lease, dated, for reference purposes only, May 1,
1996, is made by and between    SILVER GENESIS INC., a California corporation  ,
                            ----------------------------------------------------
(herein called "Lessor") and      NET VANTAGE INC., a California corporation   ,
                            ----------------------------------------------------
doing business under the name of        Same            (herein called 
                                ------------------------
"Lessee").
   1.2  Premises: Suite Number(s) 200 200B   second floors, consisting of
                                 -------------------
approximately 4,021  RSP*        feet, more or less, as defined in paragraph 2 
             --------------------   
and as shown on Exhibit "A" hereto (the "Premises").
   1.2  Premises. The Premises shall consist of the remaining portions of the 
second floor other than as leased under that certain Standard Office Lease-- 
Gross dated April 10, 1996 by and between Lessor and Lessee (the "Primary 
Lease").
   1.3  Building: Commonly described as being located at  201 Continental 
                                                          ----------------------
Boulevard in the City of    El Segundo
---------               --------------------------------------------------------
County of      Los Angeles
         -----------------------------------------------------------------------
State of    California         as more particularly described in Exhibit 
        -----------------------                                         --------
hereto, and as defined in paragraph 2.

   1.4: Use:     General office use and computer/electronics dry laboratories
            --------------------------------------------------------------------
                                                       , subject to paragraph 6.
-------------------------------------------------------
   1.5  Term:  Sixty (60) months  commencing  May 1, 1996  ("Commencement Date")
             ---------------------          ---------------  
and ending       January 31, 2002                   , as defined in paragraph 3.
          ------------------------------------------
   1.6  Base Rent:  $ 4,262.26            per month, payable on the     day of
                  ------------------------                         -----
each month, per paragraph 4.1   Rent shall be calculated based upon $1.06 per
                                ---------------------------------------------  
rentable square foot. 
        Base Rent. Base rent for the months of February, March, April and May 
1997 shall be abated.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
   1.7  Base Rent Increase: On      (None)            the monthly Base Rent 
                              ------------------------
payable under paragraph 1.6 above shall be adjusted as provided in paragraph 4.3
below.

   1.8  Rent Paid Upon Execution:
                                 -----------------------------------------------
for
   -----------------------------------------------------------------------------

   1.9  Security Deposit:       $4,262.26
                         -------------------------------------------------------
   1.10 Lessee's share of Operating Expense Increase: 8.34 % as defined in 
                                                     ------  
paragraph 4.2.

2. Premises, Parking and Common Areas.

   2.1  Premises: The Premises are a portion of a building, herein sometimes 
referred to as the "Building" identified in paragraph 1.3 of the Basic Lease
Provisions. "Building" shall include adjacent parking structures used in
connection therewith. The Premises, the Building, the Common Areas, the land
upon which the same are located, along with all other buildings and improvements
thereon or thereunder, are herein collectively referred to as the "Office
Building Project." Lessor hereby leases to Lessee and Lessee leases from Lessor
for the term, at the rental, and upon all of the conditions set forth herein,
the real property referred to in the Basic Lease Provisions, paragraph 1.2, as
the "Premises," including rights to the Common Areas as hereinafter specified.

   2.2  Vehicle Parking: So long as Lessee is not in default, and subject to the
rules and regulations attached hereto, and as established by Lessor from time to
time, Lessee shall be entitled to rent and use, without preference,  12  parking
                                                                   ------
spaces in the Office Building Project at the monthly rate applicable from time
to time for monthly parking as set by Lessor and/or its licensee. 1.2 Premises.
The Premises shall consist of the remaining portions of the second floor other
than as leased under that certain Standard Office Lease--Gross dated April 10,
1996 by and between Lessor and Lessee (the "Primary Lease").
  

        2.2.1 If Lessee commits, permits or allows any of the prohibited 
activities described in the Lease or the rules then in effect, then Lessor shall
have the right, without notice, in addition to such other rights and remedies 
that it may have, to remove or tow away the vehicle involved and charge the cost
to Lessee, which cost shall be immediately payable upon demand by Lessor.

        2.2.2 The monthly parking rate per parking space will be $   -0-   per
                                                                  ---------
month at the commencement of the term of this Lease, and is subject to change
upon five (5) days prior written notice to Lessee. Monthly parking fees shall be
payable one month in advance prior to the first day of each calendar month.

   2.3  Common Areas--Definition. The term "Common Areas" is defined as all 
areas and facilities outside the Premises and within the exterior boundary line 
of the Office Building Project that are provided and designated by the Lessor 
from time to time for the general non-exclusive use of Lessor, Lessee and of 
other leasees of the Office Building Project and their respective employees, 
suppliers, shippers, customers and invitees, including but not limited to common
entrances, lobbies, corridors, stairways and stairwells, public restrooms, 
elevators, escalators, parking areas to the extent not otherwise prohibited by 
this Lease, loading and unloading areas, trash areas, roadways, sidewalks, 
walkways, parkways, ramps, driveways, landscaped areas and decorative walls.

   2.4  Common Areas--Rules and Regulations. Lessee agrees to abide by and 
conform to the rules and regulations attached hereto as Exhibit B with respect 
to the Office Building Project and Common Areas, and to cause its employees, 
suppliers, shippers, customers, and invitees to so abide and conform. Lessor or 
such other person(s) as Lessor may appoint shall have the exclusive control and 
management of the Common Areas and shall have the right, from time to time, to 
reasonably and non-discriminatorily modify, amend and enforce said rules and 
regulations. Lessor shall not be responsible to Lessee for the non-compliance 
with said rules and regulations by other lessees, their agents, employees and 
invitees of the Office Building Project.

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

        (a) To make changes to the Building interior and exterior and Common 
Areas, including, without limitation, changes in the location, size, shape, 
number, and appearance thereof, including but not limited to the lobbies, 
windows, stairways, air shafts, elevators, escalators, restrooms, driveways, 
entrances, parking spaces, parking areas, loading and unloading areas, ingress, 
egress, direction of traffic, decorative walls, landscaped areas and walkways;
provided, however, Lessor shall at all times provide the parking facilities 
required by applicable law;

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

        (c) To designate other land and improvements outside the boundaries of 
the Office Building Project to be a part of the Common Areas, provided that such
other land and improvements have a reasonable and functional relationship to the
Office Building Project;

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

        (e) To use the Common Areas while engaged in making additional 
improvements, repairs or alterations to the Office Building project, or any 
portion thereof;

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

3. Term.

   3.1  Term. The term and Commencement Date of this Lease shall be as specified
in paragraph 1.5 of the Basic Lease Provisions.

   3.2 Delay in Possession. Notwithstanding said Commencement Date, if for any
reason Lessor cannot deliver possession of the Premises to Lessee on said date
and subject to paragraph 3.2.2, Lessor shall not be subject to any liability
therefor, nor shall such failure affect the validity of this Lease or the 
obligations of Lessee hereunder or extend the term hereof; but, in such case, 
Lessee shall not be obligated to pay rent or perform any other obligation of 
Lessee under the terms of this Lease, except as may be otherwise provided in 
this Lease, until possession of the Premises is tendered to Lessee, as 
hereinafter defined; provided, however, that if Lessor shall not have delivered 
possession of the Premises within sixty (60) days following said Commencement 
Date, as the same may be extended under the terms of a Work Letter executed by 
Lessor and Lessee. Lessee may, at Lessee's

[*]  subject to Paragraph 50


c  1984 American Industrial Real Estate Association

                              FULL SERVICE--GROSS

                              PAGE 1 of 10 PAGES

<PAGE>
 
option, by notice in writing to Lessor within ten (10) days thereafter, cancel 
this Lease, in which event the parties shall be discharged from all obligations 
hereunder; provided, however, that, as to Lessee's obligations, Lessee first 
reimburses-Lessor for all costs incurred for Non-Standard Improvements and, as 
to Lessor's obligations, Lessor shall return any money previously deposited by 
Lessee (less any offsets due Lessor for Non-Standard Improvements); and provided
further, that if such written notice by Lessee is not received by Lessor within 
said ten (10) day period. Lessee's right to cancel this Lease hereunder shall 
terminate and be of no further force or effect.

      3.2.1 Possession Tendered-Defined. Possession of the Premises shall be 
deemed tendered to Lessee upon mutual execution("Tender of Possession")

      3.2.2 Delays Caused by Lessee. There shall be no abatement of rent, and 
the sixty (60) day period following the Commencement Date before which Lessee's 
right to cancel this Lease accrues under paragraph 3.2, shall be deemed extended
to the extent of any delays caused by acts of omissions of Lessee, Lessee's 
agents, employees and contractors.

   3.3 Early Possession. If Lessee occupies the Premises prior to said 
Commencement Date, such occupancy shall be subject to all provisions of this 
Lease, such occupancy shall not change the termination date, and Lessee shall 
pay rent for such occupancy.

   3.4 Uncertain Commencement. In the event commencement of the Lease term is 
defined as the completion of the improvements, Lessee and Lessor shall execute 
an amendment to this Lease establishing the date of Tender of Possession (as 
defined in paragraph 3.2.1) or the actual taking of possession by Lessee, 
whichever first occurs, as the Commencement Date.

4. Rent.

   4.1 Base Rent. Subject to adjustment as hereinafter provided in paragraph 
4.3, and except as may be otherwise expressly provided in this Lease, Lessee 
shall pay to Lessor the Base Rent for the Premises set forth in paragraph 1.6 of
the Basic Lease Provisions, without offset or deduction. Lessee shall pay Lessor
upon execution hereof the advance Base Rent described in paragraph 1.8 of the 
Basic Lease Provisions. Rent for any period during the term hereof which is for 
less than one month shall be prorated based upon the actual number of days of 
the calendar month involved. Rent shall be payable in lawful money of the United
States to Lessor at the address stated herein or to such other persons or at 
such other places as Lessor may designate in writing.

   4.2 Operating Expense Increase. Lessee shall pay to Lessor during the term
hereof, in addition to the Base Rent, Lessee's Share, as hereinafter defined, of
the amount by which all Operating Expenses, as hereinafter defined, for each 
Comparison Year exceeds the amount of all Operating Expenses for the Base Year, 
such excess being hereinafter referred to as the "Operating Expense Increase," 
in accordance with the following provisions:

       (a) "Lessee's Share" is defined, for purposes of this Lease, as the
percentage set forth in paragraph 1.10 of the Basic Lease Provisions, which
percentage has been determined by dividing the approximate square footage of the
Premises by the total approximate square footage of the rentable space contained
in the Office Building Project. It is understood and agreed that the square 
footage figures set forth in the Basic Lease Provisions are approximations which
Lessor and Lessee agree are reasonable and shall not be subject to revision 
except in connection with an actual change in the size of the Premises or a 
change in the space available for lease in the Office Building Project.

       (b) "Base Year" is defined as the first twelve (12) months of occupancy.

       (c) "Comparison Year" is defined as each calendar year during the term of
this Lease subsequent to the Base Year; provided, however, Lessee shall have no 
obligation to pay a share of the Operating Expense increase applicable to the
first twelve (12) months of the Lease Term (other than such as are mandated by a
governmental authority, as to which government mandated expenses Lessee shall
pay Lessee's Share, notwithstanding they occur during the first twelve (12)
months). Lessee's Share of the Operating Expense Increase for the first and last
Comparison Years of the Lease Term shall be prorated according to that portion
of such Comparison Year as to which Lessee is responsible for a share of such
increase.

       (d) "Operating Expenses" is defined, for purposes of this Lease, to 
include all costs, if any, incurred by Lessor in the exercise of its reasonable 
discretion, for:

            (i)  The operation, repair, maintenance, and replacement, in neat, 
clean, safe, good order and condition, of the Office Building Project, including
but not limited to, the following:

               (aa) The Common Areas, including their surfaces, covering, 
decorative items, carpets, drapes and window coverings, and including parking 
areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, 
stairways, parkways, driveways, landscaped areas, striping, bumpers, irrigation 
systems, Common Area lighting facilities, building exteriors and roofs, fences 
and gates;

               (bb) All heating, air conditioning, plumbing, electrical systems,
life safety equipment, telecommunication and other equipment used in common by, 
or for the benefit of, lessees or occupants of the Office Building Project, 
including elevators and escalators, tenant directories, fire detection systems 
including sprinkler system maintenance repair.

            (ii)   Trash disposal, janitorial and security services;

            (iii)  Any other service to be provided by Lessor that is elsewhere
in this Lease stated to be an "Operating Expense";

            (iv)   The cost of the premiums for the liability and property
insurance policies to be maintained by Lessor under paragraph 8 hereof;

            (v)    The amount of the real property taxes to be paid by Lessor 
under paragraph 10.1 hereof;

            (vi)   The cost of water, sewer, gas, electricity, and other 
publicly mandated services to the Office Building Project;

            (vii)  Labor, salaries and applicable fringe benefits and costs, 
materials, supplies and tools, used in maintaining and/or cleaning the Office 
Building Project and accounting and a management fee attributable to the 
operation of the Office Building Project;

            (viii) Replacing and/or adding improvements mandated by any
governmental agency and any repairs or removals necessitated thereby amortized
over its useful life according to Federal Income tax regulations or guidelines
for depreciation thereof (including interest on the unamortized balance as is
then reasonable in the judgment of Lessor's accountants);

            (ix)   Replacements of equipment or improvements that have a useful 
life for depreciation purposes according to Federal income tax guidelines of 
five (5) years or less, as amortized over such life.

       (e) Operating Expenses shall not include the costs of replacements of 
equipment or improvements that have a useful life for Federal income tax 
purposes in excess of five (5) years unless it is of the type described in 
paragraph 4.2(d)(viii), in which case their cost shall be included as above 
provided.

       (f) Operating Expenses shall not include any expenses paid by any lessee 
directly to third parties, or as to which Lessor is otherwise reimbursed by any 
third party, other tenant, or by insurance proceeds.

       (g) Lessee's Share of Operating Expense Increase shall be payable by
Lessee within thirty (30) days after a reasonably detailed statement of actual
expenses is presented to Lessee by Lessor. At Lessor's option, however, an
amount may be estimated by Lessor from time to time in advance of Lessee's Share
of the Operating Expense Increase for any Comparison Year, and the same shall be
payable monthly or quarterly, as Lessor shall designate, during each Comparison
Year of the Lease term, on the same day as the Base Rent is due hereunder. In
the event that Lessee pays Lessor's estimate of Lessee's Share of Operating
Expense Increase as aforesaid, Lessor shall deliver to Lessee within sixty (60)
days after the expiration of each Comparison Year a reasonably detailed
statement showing Lessee's Share of the actual Operating Expense Increase
incurred during such year. If Lessee's payments under this paragraph 4.2(g)
during said Comparison Year exceed Lessee's Share as indicated on said
statement, Lessee shall be entitled to credit the amount of such overpayment
against Lessee's Share of Operating Expense Increase next falling due. If
Lessee's payments under this paragraph during said Comparison Year were less
than Lessee's Share as indicated on said statement, Lessee shall pay to Lessor
the amount of the deficiency within ten (10) days after delivery by Lessor to
Lessee of said statement. Lessor and Lessee shall forthwith adjust between them
by cash payment any balance determined to exist with respect to that portion of
the last Comparison Year for which Lessee is responsible as to Operating Expense
increases, notwithstanding that the Lease term may have terminated before the
end of such Comparison Year.

   4.3 Rent Increase.

       4.3.1 At the times set forth in paragraph 1.7 of the Basic Lease 
Provisions, the monthly Base Rent payable under paragraph 4.1 of this Lease 
shall be adjusted by the increase, if any, in the Consumer Price Index of the 
Bureau of Labor Statistics of the Department of Labor for All Urban Consumers. 
(1967=100), "All Items," for the city nearest the location of the 
Building, herein referred to as "C.P.I.", since the date of this Lease.

       4.3.2 The monthly Base Rent payable pursuant to paragraph 4.3.1 shall be 
calculated as follows: the Base Rent payable for the first month of the term of 
this Lease, as set forth in paragraph 4.1 of this Lease, shall be multiplied by 
a fraction the numerator of which shall be the C.P.I. of the calendar month 
during which the adjustment is to take effect, and the denominator of which 
shall be the C.P.I. for the calendar month in which the original Lease term 
commences. The sum so calculated shall constitute the new monthly Base Rent 
hereunder, but, in no event, shall such new monthly Base Rent be less than the 
Base Rent payable for the month immediately preceding the date of the rent 
adjustment.




(C) 1984 American Industrial Real Estate Association

                              FULL SERVICE-GROSS

                              PAGE 2 OF 10 PAGES




<PAGE>
 
         4.3.5  At such time as the amount of any change in rental required by
this Lease is known or determined, Lessor and Lessee shall execute an amendment
to this Lease setting forth such change.

5.  Security Deposit. Lessee shall deposit with Lessor upon execution hereof the
security deposit set forth in paragraph 1.9 of the Basic Lease Provisions as 
security for Lessee's faithful performance of Lessee's obligations hereunder. If
Lessee fails to pay rent or other charges due hereunder, or otherwise defaults 
with respect to any provision of this Lease, Lessor may use, apply or retain all
or any portion of said deposit for the payment of any rent or other charge in 
default for the payment of any other sum to which Lessor may become obligated by
reason of Lessee's default, or to compensate Lessor for any loss or damage which
Lessor may suffer thereby. If Lessor so uses or applies all or any portion of 
said deposit, Lessee shall within ten (10) days after written demand therefor 
deposit cash with Lessor in an amount sufficient to restore said deposit to the 
full amount then required of Lessee. Lessor shall not be required to keep said 
security deposit separate from its general accounts. If Lessee performs all of 
Lessee's obligations hereunder, said deposit, or so much thereof as has not 
heretofore been applied by Lessor, shall be returned, without payment of 
interest or other increment for its use, to Lessee (or, at Lessor's option, to 
the last assignee, if any, of Lessee's interest hereunder) within thirty (30) 
days following the expiration of the term hereof, and the date Lessee has 
vacated the Premises. No trust relationship is created herein between Lessor and
Lessee with respect to said Security Deposit.

6.  Use.

    6.1  Use. The Premises shall be used and occupied only for the purpose set 
forth in paragraph 1.4 of the Basic Lease Provisions or any other use which is 
reasonably comparable to that use.

    6.2  Compliance with Law.

         (a) Lessor warrants to Lessee that the Premises, in the state existing 
on the date that the Lease term commences, but without regard to alterations or 
improvements made by Lessee or the use for which Lessee will occupy the 
Premises, does not violate any covenants or restrictions of record, or any 
applicable building code, regulation or ordinance or applicable laws in effect 
on such Lease term Commencement Date. In the event it is determined that this 
warranty has been violated, then it shall be the obligation of the Lessor, after
written notice from Lessee, to promptly, at Lessor's sole cost and expense, 
rectify any such violation.

         (b) Except as provided in paragraph 6.2(a) Lessee shall, at Lessee's 
expense, promptly comply with all applicable statutes, ordinances, rules, 
regulations, orders, covenants and restrictions of record, and requirements of 
any fire insurance underwriters or rating bureaus, now in effect or which may 
hereafter come into effect, whether or not they reflect a change in policy from 
that now existing, during the term or any part of the term hereof, relating in 
any manner to the Premises and the occupation and use by Lessee of the Premises.
Lessee shall conduct its business in a lawful manner and shall not use or permit
the use of the Premises or the Common Areas in any manner that will tend to 
create waste or a nuisance or shall tend to disturb other occupants of the 
Office Building Project.

    6.3  Condition of Premises.

         (a) Lessor shall deliver the Premises to Lessee in a clean condition on
the Lease Commencement Date (unless Lessee is already in possession) and Lessor 
warrants to Lessee that the plumbing, lighting, air conditioning, and heating 
system, electrical systems, elevators and all building systems in the Premises 
shall be in good operating condition. In the event that it is determined that 
this warranty has been violated, then it shall be the obligation of Lessor, 
after receipt of written notice from Lessee setting forth with specificity the 
nature of the violation, to promptly, at Lessor's sole cost, rectify such 
violation.

         (b) Except as otherwise provided in this Lease, Lessee hereby accepts 
the Premises and the Office Building Project in their condition existing as of 
the Lease Commencement Date or the date that Lessee takes possession of the 
Premises, whichever is earlier, subject to all applicable zoning, municipal, 
county and state laws, ordinances and regulations governing and regulating the 
use of the Premises, and any easements, covenants or restrictions of record, and
accepts this Lease subject thereto and to all matters disclosed thereby and by 
any exhibits attached hereto. Lessee acknowledges that it has satisfied itself
by its own independent investigation that the Premises are suitable for its
intended use, and that neither Lessor nor Lessor's agent or agents has made any
representation or warranty as to the present or future suitability of the
Premises, Common Areas, or Office Building Project for the conduct of Lessee's
business.

7.  Maintenance, Repairs, Alterations and Common Area Services.

    7.1  Lessor's Obligations. Lessor shall keep the Office Building Project, 
including the Premises, interior and exterior walls, roof, and common areas, and
the equipment whether used exclusively for the Premises or in common with other 
premises, in good condition and repair; provided, however, Lessor shall not be 
obligated to paint, repair or replace wall coverings, or to repair or replace 
any improvements that are not ordinarily a part of the Building or are above 
then Building standards. Except as provided in paragraph 9.5 there shall be no 
abatement of rent or liability of Lessee on account of any injury or 
interference with Lessee's business with respect to any improvements, 
alterations or repairs made by Lessor to the Office Building Project or any part
thereof. Lessee expressly waives the benefits of any statute now or hereafter in
effect which would otherwise afford Lessee the right to make repairs at Lessor's
expense or to terminate this Lease because of Lessor's failure to keep the 
Premises in good order, condition and repair.

    7.2  Lessee's Obligations. 

         (a) Notwithstanding Lessor's obligation to keep the Premises in good 
condition and repair, Lessee shall be responsible for payment of the cost 
thereof to Lessor as additional rent for that portion of the cost of any 
maintenance and repair of the Premises, or any equipment (wherever located) that
serves only Lessee or the Premises, to the extent such cost is attributable to 
causes beyond normal wear and tear. Lessee shall be responsible for the cost of 
painting, repairing or replacing wall coverings, and to repair or replace any 
Premises improvements that are not ordinarily a part of the Building or that are
above then Building standards. Lessor may, at its option, upon reasonable
notice, elect to have Lessee perform any particular such maintenance or repairs
the cost of which is otherwise Lessee's responsibility hereunder.

         (b) On the last day of the term hereof, or on any sooner termination, 
subject to all provisions of this Lease regarding the condition of the Premises,
Lessee shall surrender the Premises to Lessor in the same condition as received,
ordinary wear and tear excepted, clean and free of debris. Any damage or 
deterioration of the Premises shall not be deemed ordinary wear and tear if the 
same could have been prevented by good maintenance practices by Lessee. Lessee 
shall repair any damage to the Premises occasioned by the installation or 
removal of Lessee's trade fixtures, alterations, furnishings and equipment. 
Except as otherwise stated in this Lease, Lessee shall leave the air lines, 
power panels, electrical distribution systems, lighting fixtures, air 
conditioning, window coverings, wall coverings, carpets, wall panelling, 
ceilings and plumbing on the Premises and in good operating condition.

    7.3  Alterations and Additions.

         (a) Lessee shall not, without Lessor's prior written consent make any 
alterations, improvements, additions, Utility Installations or repairs in, on or
about the Premises, or the Office Building Project. As used in this paragraph 
7.3 the term "Utility Installation" shall mean carpeting, window and wall 
coverings, power panels, electrical distribution systems, lighting fixtures, air
conditioning, plumbing, and telephone and telecommunication wiring and 
equipment. At the expiration of the term, Lessor may require the removal of any 
or all of said alterations, improvements, additions or Utility Installations, 
and the restoration of the Premises and the Office Building Project to their 
prior condition, at Lessee's expense. Should Lessor permit Lessee to make its 
own alterations, improvements, additions or Utility Installations, Lessee shall 
use only such contractor as has been expressly approved by Lessor, and Lessor 
may require Lessee to provide Lessor, at Lessee sole cost and expense, a lien 
and completion bond involving improvements, additions or Utility Installations 
costing in excess of $100,000.00. In calculating the foregoing amount, amounts 
incurred under the Primary Lease shall be aggregated with amounts incurred 
hereunder. In addition, for purposes of the Primary Lease, costs incurred
hereunder shall be aggregated with the costs incurred under the Primary Leases
in an amount equal to one and one-half times the estimated cost of such
improvements, to insure Lessor against any liability for mechanic's and
materialmen's liens and to insure completion of the work. Should Lessee make any
alterations, improvements, additions or Utility Installations without the prior
approval of Lessor, or use a contractor not expressly approved by Lessor, Lessor
may, at any time during the term of this Lease, require that Lessee remove any
part or all of the same.

         (b) Any alterations, improvements, additions or Utility Installations 
in or about the Premises or the Office Building Project that Lessee shall desire
to make shall be presented to Lessor in written form, with proposed detailed 
plans. If Lessor shall give its consent to Lessee's making such alteration, 
improvement, addition or Utility Installation, the consent shall be deemed 
conditioned upon Lessee acquiring a permit to do so from the applicable 
governmental agencies, furnishing a copy thereof to Lessor prior to the 
commencement of the work, and compliance by Lessee with all conditions of said 
permit in a prompt and expeditious manner.

         (c) Lessee shall pay, when due, all claims for labor or materials 
furnished or alleged to have been furnished to or for Lessee at or for use in 
the Premises, which claims are or may be secured by any mechanic's or 
materialmen's lien against the Premises, the Building or the Office Building 
Project, or any interest therein.

         (d) Lessee shall give Lessor not less than ten (10) days' notice prior 
to the commencement of any work in the Premises by Lessee, and Lessor shall have
the right to post notices of non-responsibility in or on the Premises or the 
Building as provided by law. If Lessee shall, in good faith, contest the 
validity of any such lien, claim or demand, then Lessee shall, at its sole 
expense defend itself and Lessor against the same and shall pay and satisfy


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any such adverse judgment that may be rendered thereon before the enforcement
thereof against the Lessor or the Premises, the Building or the Office Building
Project, upon the condition that if Lessor shall require, Lessee shall furnish
to Lessor a surety bond satisfactory to Lessor in an amount equal to such
contested lien claim or demand indemnifying Lessor against liability for the
same and holding the Premises, the Building and the Office Building Project free
from the effect of such lien or claim. In addition, Lessor may require Lessee to
pay Lessor's reasonable attorneys' fees and costs in participating in such
action if Lessor shall decide it is to Lessor's best interest so to do.

         (e) All alterations, improvements, additions and Utility Installations
(whether or not such Utility Installations constitute trade fixtures of Lessee),
which may be made to the Premises by Lessee, including but not limited to, floor
coverings, panelings, doors, drapes, built-ins, moldings, sound attenuation, and
lighting and telephone or communication systems, conduit, wiring and outlets,
shall be made and done in a good and workmanlike manner and of good and
sufficient quality and materials and shall be the property of Lessor and remain
upon and be surrendered with the Premises at the expiration of the Lease term,
unless Lessor requires their removal pursuant to paragraph 7.3(a). Provided
Lessee is not in default, notwithstanding the provisions of this paragraph
7.3(e), Lessee's personal property and equipment other than that which is
affixed to the Premises so that it cannot be removed without material damage to
the Premises or the Building, and other than Utility Installations, shall remain
the property of Lessee and may be removed by Lessee subject to the provisions of
paragraph 7.2.

         (f) Lessee shall provide Lessor with as-built plans and specifications
for any alterations, improvements, additions or Utility Installations.

    7.4  Utility Additions.  Lessor reserves the right to install new or 
additional utility facilities throughout the Office Building Project for the 
benefit of Lessor or Lessee, or any other lessee of the Office Building Project,
including, but not by way of limitation, such utilities as plumbing, electrical 
systems, communication systems, and fire protection and detection systems, so 
long as such installations do not unreasonably interfere with Lessee's use of 
the Premises.

8.  Insurance: Indemnity.

    8.1  Liability Insurance--Lessee.  Lessee shall at Lessee's expense, obtain
and keep in force during the term of this Lease a policy of Comprehensive 
General Liability insurance utilizing an Insurance Services Office standard form
with Broad Form General Liability Endorsement (GL0404), or equivalent, in an 
amount of not less than $1,000,000 per occurrence of bodily injury and property 
damage combined or in a greater amount as reasonably determined by Lessor and 
shall insure Lessee with Lessor as an additional insured against liability 
arising out of the use, occupancy or maintenance of the Premises.  Compliance 
with the above requirement shall not, however, limit the liability of Lessee 
hereunder.

    8.2  Liability Insurance--Lessor.  Lessor shall obtain and keep in force 
during the term of this Lease a policy of Combined Single Limit Bodily Injury 
and Broad Form Property Damage Insurance, plus coverage against such other risks
Lessor deems advisable from time to time, insuring Lessor, but not Lessee,
against liability arising out of the ownership, use, occupancy or maintenance of
the Office Building Project in an amount not less than $5,000,000.00 per
occurrence.

    8.3  Property Insurance--Lessee. Lessee shall, at Lessee's expense, obtain 
and keep in force during the term of this Lease for the benefit of Lessee, 
replacement cost fire and extended coverage insurance, with vandalism and 
malicious mischief, sprinkler leakage and earthquake sprinkler leakage, 
endorsements, in an amount sufficient to cover not less than 100% of the full 
replacement cost, as the same may exist from time to time, of all of Lessee's 
personal property, fixtures, equipment and tenant improvements.

    8.4  Property Insurance--Lessor. Lessor shall obtain and keep in force 
during the term of this Lease a policy or policies of insurance covering loss or
damage to the Office Building Project improvements, but not Lessee's personal 
property, fixtures, equipment or tenant improvements in the amount of the full 
replacement cost thereof, as the same may exist from time to time, utilizing 
Insurance Services Office standard form, or equivalent, providing protection 
against all perils included within the classification of fire, extended 
coverage, vandalism, malicious mischief, plate glass, and such other 
perils as Lessor deems advisable or may be required by a lender having a lien on
the Office Building Project. In addition, Lessor shall obtain and keep in force,
during the term of this Lease, a policy rental value insurance covering a period
of one year, with loss payable to Lessor, which insurance shall also cover all 
Operating Expenses for said period. Lessee will not be named in any such 
policies carried by Lessor and shall have no right to any proceeds therefrom. 
The policies required by these paragraphs 8.2 and 8.4 shall contain such 
deductibles as Lessor or the aforesaid lender may determine. In the event that 
the Premises shall suffer an insured loss as defined in paragraph 9.1(f) hereof,
the deductible amounts under the applicable insurance policies shall be deemed
an Operating Expense. Lessee shall not do or permit to be done anything which
shall invalidate the insurance policies carried by Lessor. Lessee shall pay the
entirety of any increase in the property insurance premium for the Office 
Building Project over what it was immediately prior to the commencement of the 
term of this Lease if the increase is specified by Lessor's insurance carrier as
being caused by the nature of Lessee's occupancy or any act or omission of 
Lessee.

    8.5  Insurance Policies. Lessee shall deliver to Lessor copies of liability 
insurance policies required under paragraph 8.1 or certificates evidencing the 
existence and amounts of such insurance within seven (7) days after the 
Commencement Date of this Lease. No such policy shall be cancellable or subject 
to reduction of coverage or other modification except after thirty (30) days 
prior written notice to Lessor. Lessee shall, at least thirty (30) days prior to
the expiration of such policies, furnish Lessor with renewals thereof.

    8.6  Waiver of Subrogation. Lessee and Lessor each hereby release and 
relieve the other, and waive their entire right of recovery against the other, 
for direct or consequential loss or damage arising out of or incident to the 
perils covered by property insurance carried by such party, whether due to the 
negligence of Lessor or Lessee or their agents, employees, contractors and/or 
invitees. If necessary all property insurance policies required under this Lease
shall be endorsed to so provide.

    8.7  Indemnity. Lessee shall indemnify and hold harmless Lessor and its 
agents, Lessor's master or ground lessor, partners and lenders, from and against
any and all claims for damage to the person or property of anyone or any entity 
arising from Lessee's use of the Office Building Project, or from the conduct of
Lessee's business or from any activity, work or things done, permitted or 
suffered by Lessee in or about the Premises or elsewhere and shall further 
indemnify and hold harmless Lessor from and against any and all claims, costs 
and expenses arising from any breach or default in the performance of any 
obligation or Lessee's part to be performed under the terms of this Lease, or 
arising from any act or omission of Lessee, or any of Lessee's agents, 
contractors, employees, or invitees, and from and against all costs, attorney's 
fees, expenses and liabilities incurred by Lessor as the result of any such use,
conduct, activity, work, things done, permitted or suffered, breach, default or
negligence, and in dealing reasonably therewith, including but not limited to 
the defense or pursuit of any claim or any action or proceeding involved 
therein; and in case any action or proceeding be brought against Lessor by 
reason of any such matter, Lessee upon notice from Lessor shall defend the same 
at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor
shall cooperate with Lessee in such defense. Lessor need not have first paid any
such claim in order to be so indemnified. Lessee as a material part of the 
consideration to Lessor, hereby assumes all risk of damage to property of Lessee
or injury to persons, in, upon or about the Office Building Project arising from
any cause and Lessee hereby waives all claims in respect thereof against Lessor.

    8.8  Exemption of Lessor from Liability. Lessee hereby agrees that Lessor
shall not be liable for injury to Lessee's business or any loss of income
therefrom or for loss of or damage to the goods, wares, merchandise or other
property of Lessee, Lessee's employees, invitees, customers, or any other person
in or about the Premises or the Office Building Project, nor shall Lessor be
liable for injury to the person of Lessee, Lessee's employees, agents or
contractors, whether such damage or injury is caused by or results from theft,
fire steam, electricity, gas, water or rain, or from the breakage leakage,
obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing,
air conditioning or lighting fixtures, or from any other cause, whether said
damage or injury results from conditions arising upon the Premises or upon other
portions of the Office Building Project, or from other sources or places, or
from new construction or the repair, alteration or improvement of any part of
the Office Building Project, or of the equipment, fixtures, or appurtenances
applicable thereto, and regardless of whether the cause of such damage or injury
or the means of repairing the same is inaccessible, Lessor shall not be liable
for any damages arising from any act or neglect of any other lessee, occupant or
user of the Office Building Project, nor from the failure of Lessor to enforce
the provisions of any other lease of any other lessee of the Office Building
Project.

    8.9  No Representation of Adequate Coverage. Lessor makes no representation 
that the limits or forms of coverage of insurance specified in this paragraph 8 
are adequate to cover Lessee's property or obligations under this lease.

9.  Damage or Destruction.

    9.1  Definitions.

         (a) "Premises Damage" shall mean if the Premises are damaged or 
destroyed to any extent.

         (b) "Premises Building Partial Damage" shall mean if the Building of 
which the Premises are a part is damaged or destroyed to the extent that the 
cost to repair is less than fifty percent (50%) of the then Replacement Cost of 
the building.

         (c) "Premises Building Total Destruction" shall mean if the Building of
which the Premises are a part is damaged or destroyed to the extent that the 
cost to repair is fifty percent (50%) or more of the then Replacement Cost of
the Building.

         (d) "Office Building Project Buildings" shall mean all of the buildings
on the Office Building Project site.

         (e) "Office Building Project Buildings Total Destruction" shall mean if
the Office Building Project Buildings are damaged or destroyed to the extent 
that the cost of repair is fifty percent (50%) or more of the then Replacement 
Cost of the Office Building Project Buildings.

         (f) "Insured Loss" shall mean damage or destruction which was caused by
an event required to be covered by the insurance described in paragraph 8. The 
fact that an insured Loss has a deductible amount shall not make the loss an 
uninsured loss.

         (g) "Replacement Cost" shall mean the amount of money necessary to be 
spent in order to repair or rebuild the damaged area to the condition that 
existed immediately prior to the damage occurring, excluding all improvements 
made by lessees, other than those installed by Lessor at Lessee's expense.


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    9.2  Premises Damage; Premises Building Partial Damage.

         (a) Insured Loss: Subject to the provisions of paragraphs 9.4 and 9.5,
if at any time during the term of this Lease there is damage which is an
Insured Loss and which falls into the classification of either Premises Damage
or Premises Building Partial Damage, then Lessor shall, as soon as reasonably
possible and to the extent the required materials and labor are readily
available through usual commercial channels, at Lessor's expense, repair such 
damage (but not Lessee's fixtures, equipment or tenant improvements originally 
paid for by Lessee) to its condition existing at the time of the damage, and 
this Lease shall continue in full force and effect.

         (b) Uninsured Loss; Subject to the provisions of paragraphs 9.4 and
9.5, if at any time during the term of this Lease there is damage which is not
an insured Loss and which falls within the classification of Premises Damage or 
Premises Building Partial Damage, unless caused by a negligent or willful act of
Lessee (in which event Lessee shall make the repairs at Lessee's expense), which
damage prevents Lessee from making any substantial use of the Premises, Lessor 
may at Lessor's option either (i) repair such damage as soon as reasonably 
possible at Lessor's expense, in which event this Lease shall continue in full 
force and effect, or (ii) to the extent such Premises Damage exceeds five 
percent (5%) of the Replacement Cost of the Building give written notice to 
Lessee within thirty (30) days after the date of the occurrence of such damage 
of Lessor's intention to cancel and terminate this Lease as of the date of the 
occurrence of such damage, in which event this Lease shall terminate as of the 
date of the occurrence of such damage.

    9.3  Premises Building Total Destruction; Office Building Project Total 
Destruction. Subject to the provisions of paragraph 9.4 and 9.5, if at any time 
during the term of this Lease there is damage, whether or not it is an Insured 
Loss, which falls into the classification of either (i) Premises Building Total 
Destruction, or (ii) Office Building Project Total Destruction, then Lessor may 
at Lessor's option either (i) repair such damage or destruction as soon as 
reasonably possible at Lessor's expense (to the extent the required materials 
are readily available through usual commercial channels) to its condition 
existing at the time of the damage, but not Lessee's fixtures, equipment or 
tenant improvements, and this Lease shall continue in full force and effect, or 
(ii) give written notice to Lessee within thirty (30) days after the date of 
occurrence of such damage of Lessor's intention to cancel and terminate this 
Lease, in which case this Lease shall terminate as of the date of the occurrence
of such damage.

    9.4  Damage Near End of Term.

         (a) Subject to paragraph 9.4(b), if at any time during the last twelve 
(12) months of the term of this Lease there is substantial damage to the 
Premises which exceeds five percent (5%) of the Replacement Cost of the Building
Lessor may at Lessor's option cancel and terminate this Lease as of the date of 
occurrence of such damage by giving written notice to Lessee of Lessor's 
election to do so within 30 days after the date of occurrence of such damage.

         (b) Notwithstanding paragraph 9.4(a), in the event that Lessee has an 
option to extend or renew this Lease, and the time within which said option may 
be exercised has not yet expired. Lessee shall exercise such option, if it is 
to be exercised at all, no later than twenty (20) days after the occurrence of 
an insured Loss falling within the classification of Premises Damage during the 
last twelve (12) months of the term of this Lease. If Lessee duly exercises 
such option during said twenty (20) day period, Lessor shall, at Lessor's 
expense, repair such damage, but not Lessee's fixtures, equipment or tenant 
improvements, as soon as reasonably possible and this Lease shall continue in 
full force and effect. If Lessee fails to exercise such option during said 
twenty (20) day period, then Lessor may at Lessor's option terminate and cancel 
this Lease as of the expiration of said twenty (20) day period by giving written
notice to Lessee of Lessor's election to do so within ten (10) days after the 
expiration of said twenty (20) day period, notwithstanding any term or provision
in the grant of option to the contrary.

    9.5  Abatement of Rent; Lessee's Remedies.

         (a) In the event Lessor repairs or restores the Building or Premises 
pursuant to the provisions of this paragraph 9, and any part of the Premises are
not usable (including loss of use due to loss of access or essential services), 
the rent payable hereunder (including Lessee's Share of Operating Expense 
increase) for the period during which such damage, repair or restoration 
continues shall be abated, provided (1) the damage was not the result of the 
negligence of Lessee, and (2) such abatement shall only be to the extent the 
operation and profitability of Lessee's business as operated from the Premises
is adversely affected. Except for said abatement of rent, if any, Lessee shall
have no claim against Lessor for any damage suffered by reason of any such
damage, destruction, repair or restoration.

         (b) If Lessor shall be obligated to repair or restore the Premises or
the Building under the provisions of this Paragraph 9 and shall not commence
such repair or restoration within ninety (90) days after such occurrence, or if
Lessor shall not complete the restoration and repair within six (6) months after
such occurrence, Lessee may at Lessee's option cancel and terminate this Lease 
by giving Lessor written notice of Lessee's election to do so at any time prior 
to the commencement or completion, respectively, or such repair or restoration. 
In such event this lease shall terminate as of the date of such notice.

         (c) Lessee agrees to cooperate with Lessor in connection with any such 
restoration and repair, including but not limited to the approval and/or 
execution of plans and specifications required.

    9.6  Termination - Advance Payments. Upon termination of this Lease pursuant
to this paragraph 9, an equitable adjustment shall be made concerning advance
rent and any advance payments made by Lessee to Lessor. Lessor shall, in
addition, return to Lessee so much of Lessee's security deposit as has not
theretofore been applied by Lessor.

    9.7  Waiver. Lessor and Lessee waive the provisions of any statute which 
relate to termination of leases when leased property is destroyed and agree that
such event shall be governed by the terms of this Lease.

10. Real Property Taxes.

    10.1 Payment of Taxes. Lessor shall pay the real property tax, as defined in
paragraph 10.3, applicable to the Office Building Project subject to 
reimbursement by Lessee of Lessee's Share of such taxes in accordance with the 
provisions of paragraph 4.2, except as otherwise provided in paragraph 10.2.

    10.2 Additional Improvements. Lessee shall not be responsible for paying any
increase in real property tax specified in the tax assessor's records and work 
sheets as being caused by additional improvements placed upon the Office 
Building Project by other lessees or by Lessor for the exclusive enjoyment of 
any other lessee. Lessee shall, however, pay to Lessor at the time that 
Operating Expenses are payable under paragraph 4.2(c) the entirety of any 
increase in real property tax if assessed solely by reason of additional 
improvements placed upon the Premises by Lessee or at Lessee's request.

    10.3 Definition of "Real Property Tax". As used herein, the term "real 
property tax" shall include any form of real estate tax or assessment, general, 
special, ordinary or extraordinary, and any license fee, commercial rental tax, 
improvement bond or bonds, levy or tax (other than inheritance, personal income 
or estate taxes) imposed on the Office Building Project or any portion thereof 
by any authority having the direct or indirect power to tax, including any city,
county, state or federal government, or any school, agricultural, sanitary, 
fire, street, drainage or other improvement district thereof, as against any 
legal or equitable interest of Lessor in the Office Building Project or in any
portion thereof, as against Lessor's right to rent or other income therefrom,
and as against Lessor's business of leasing the Office Building Project. The
term "real property tax" shall also include any tax, fee, levy, assessment or
charge (i) in substitution of, partially or totally, any tax, fee, levy
assessment or charge hereinabove included within the definition of "real
property tax", or (ii) the nature of which was hereinbefore included within the
definition of "real property tax," or (iii) which is imposed for a service or
right not charged prior to June 1, 1978, or, if previously charged, has been
increased since June 1, 1978, or (iv) which is imposed as a result of a change
in ownership, as defined by applicable local statutes for property tax purposes,
of the Office Building Project or which is added to a tax or charge hereinbefore
included within the definition of real property tax by reason of such change of
ownership, or (v) which is imposed by reason of this transaction, any
modifications or changes hereto, or any transfers hereof.

    10.4 Joint Assessment. If the improvements or property, the taxes for which 
are to be paid separately by Lessee under paragraph 10.2 or 10.5 are not
separately assessed, Lessee's portion of that tax shall be equitably determined
by Lessor from the respective valuations assigned in the assessor's work sheets
or such other information (which may include the cost of construction) as may be
reasonably available. Lessor's reasonable determination thereof, in good faith,
shall be conclusive.

    10.5 Personal Property Taxes.

         (a) Lessee shall pay prior to delinquency all taxes assessed against
and levied upon trade fixtures, furnishings, equipment and all other personal
property of Lessee contained in the Premises or elsewhere.

         (b) If any of Lessee's said personal property shall be assessed with 
Lessor's real property, Lessee shall pay to Lessor the taxes attributable to 
Lessee within ten (10) days after receipt of a written statement setting forth 
the taxes applicable to Lessee's property.

11. Utilities.

    11.1 Services Provided by Lessor. Lessor shall provide heating, ventilation,
air conditioning, elevator, and janitorial service as reasonably required, 
reasonable amounts of electricity for normal lighting and office machines, water
for reasonable and normal drinking and lavatory use, and replacement light bulbs
and/or fluorescent tubes and ballasts for standard overhead fixtures.

    11.2 Services Exclusive to Lessee. Lessee shall pay for all water, gas, 
heat, light, power, telephone and other utilities and services specially or 
exclusively supplied and/or metered exclusively to the Premises or to Lessee, 
together with any taxes thereon. If any such services are not separately metered
to the Premises, Lessee shall pay at Lessor's option, either Lessee's Share or a
reasonable proportion to be determined by Lessor of all charges jointly metered 
with other premises in the Building.

    11.3 Hours of Service. Said services and utilities shall be provided during 
generally accepted business days and hours or such other days or hours as may 
hereafter be set forth. Utilities and services required at other times shall be 
subject to advance request and reimbursement by Lessee to Lessor of the cost 
thereof.

                                                Initials: [INITIALS APPEAR HERE]
                                                          ----------------------
                                                          [INITIALS APPEAR HERE]
                                                          ----------------------

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     11.4  Excess Usage by Lessee.  Lessee shall not make connection to the 
utilities except by or through existing outlets and shall not install or use 
machinery or equipment in or about the Premises that uses excess water, lighting
or power, or suffer or permit any act that causes extra burden upon the 
utilities or services, including but not limited to security services, over 
standard office usage for the Office Building Project.  Lessor shall require 
Lessee to reimburse Lessor for any excess expenses or costs that may arise out 
of a breach of this subparagraph by Lessee.  Lessor may, in its sole discretion,
install at Lessee's expense supplemental equipment and/or separate metering 
applicable to Lessee's excess usage or loading.

     11.5  Interruptions.  There shall be no abatement of rent and Lessor shall 
not be liable in any respect whatsoever for the inadequacy, stoppage, 
interruption or discontinuance of any utility or service due to riot, strike, 
labor dispute, breakdown, accident, repair or other cause beyond Lessor's 
reasonable control or in cooperation with governmental request or directions.

12.  Assignment and Subletting.

     12.1  Lessor's Consent Required.  Lessee shall not voluntarily or by 
operation of law assign, transfer, mortgage, sublet, or otherwise transfer or 
encumber all or any part of Lessee's interest in the Lease or in the Premises, 
without Lessor's prior written consent, which Lessor shall not unreasonably 
withhold or delay, Lessor shall respond to Lessee's request for consent 
hereunder in a timely manner and any attempted assignment, transfer, mortgage, 
encumbrance or subletting without such consent shall be void, and shall 
constitute a material default and breach of this Lease without the need for 
notice to Lessee under paragraph 13.1.  "Transfer" within the meaning of this 
paragraph 12 shall included the transfer or transfers aggregating: (a) if Lessee
is a corporation, more than twenty-five percent (25%) of the voting stock of 
such corporation, or (b) if Lessee is a partnership, more than twenty-five 
percent (25%) of the profit and loss participation in such partnership.

     12.2  Lessee Affiliate.  Notwithstanding the provisions of paragraph 12.1 
hereof, Lessee may assign or sublet the Premises, or any portion thereof, 
without Lessor's consent, to any corporation which controls, is controlled by or
is under common control with Lessee, or to any corporation resulting from the 
merger or consolidation with Lessee, or to any person or entity which acquires 
all the assets of Lessee as a going concern of the business that is being 
conducted on the Premises, all of which are referred to as "Lessee Affiliate"; 
provided that before such assignment shall be effective, (a) said assignee shall
assume, in full, the obligations of Lessee under this Lease and (b) Lessor shall
be given written notice of such assignment and assumption.  Any such assignment 
shall not, in any way, affect or limit the liability of Lessee under the terms  
of this Lease even if after such assignment or subletting the terms of this 
Lease are materially changed or altered without the consent of Lessee, the 
consent of whom shall not be necessary.

     12.3  Terms and conditions Applicable to Assignment and Subletting.

           (a)   Regardless of Lessor's consent, no assignment or subletting 
shall release Lessee of Lessee's obligations hereunder or alter the primary 
liability of Lessee to pay the rent and other sums due Lessor hereunder 
including Lessee's Share of Operating Expense increase, and to perform all other
obligations to be performed by Lessee hereunder.

           (b)   Lessor may accept rent from any person other than Lessee 
pending approval or disapproval of such assignment.

           (c)   Neither a delay in the approval or disapproval of such 
assignment or subletting, nor the acceptance of rent, shall constitute a waiver 
or estoppel of Lessor's right to exercise its remedies for the breach of any of 
the terms or conditions of this paragraph 12 or this Lease.

           (d)   If Lessee's obligations under this Lease have been guaranteed 
by third parties, then an assignment or sublease, and Lessor's consent thereto, 
shall not be effective unless said guarantors give their written consent to such
sublease and the terms thereof.

           (e)   The consent by Lessor to any assignment or subletting shall not
constitute a consent to any subsequent assignment or subletting by Lessee or to 
any subsequent or successive assignment or subletting by the sublessee.  
However, Lessor may consent to subsequent sublettings and assignments of the 
sublease or any amendments or modifications thereto without notifying Lessee or 
anyone else liable on the Lease or sublease and without obtaining their consent 
and such action shall not relieve such persons from liability under this Lease 
or said sublease; however, such persons shall not be responsible to the extent 
any such amendment or modification enlarges or increases the obligations of the 
Lessee or sublessee under this Lease or such sublease.

           (f)   In the event of any default under this Lease, Lessor may 
proceed directly against Lessee, any guarantors or any one else responsible for 
the performance of this Lease, including the sublessee, without first exhausting
Lessor's remedies against any other person or entity responsible therefor to 
Lessor, or any security held by Lessor or Lessee.

           (g)   Lessor's written consent to any assignment or subletting of the
Premises by Lessee shall not constitute an acknowledgement that no default then 
exists under this Lease of the obligations to be performed by Lessee nor shall 
such consent be deemed a waiver of any then existing default, except as may be 
otherwise stated by Lessor at the time.

           (h)   The discovery of the fact that any financial statement relied 
upon by Lessor in giving its consent to an assignment or subletting was 
materially false shall, at Lessor's election, render Lessor's said consent null 
and void.

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

           (a)   No sublease entered into by Lessee shall be effective unless 
and until it has been approved in writing by Lessor.  In entering into any 
sublease, Lessee shall use only such form of sublessee as is satisfactory to 
Lessor, and once approved by Lessor, such sublease shall not be changed or 
modified without Lessor's prior written consent.  Any sublease shall, by reason 
of entering into a sublease under this Lease, be deemed, for the benefit of 
Lessor, to have assumed and agreed to conform and comply with each and every 
obligation herein to be performed by Lessee other than such obligations as are 
contrary to or inconsistent with provisions contained in a sublease to which 
Lessor has expressly consented in writing, which shall not be unreasonably 
withheld or delayed.

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

           (c)   No sublessee shall further assign or sublet all or any part of 
the Premises without Lessor's prior written consent.

           (d)   With respect to any subletting to which Lessor has consented, 
Lessor agrees to deliver a copy of any notice of default by Lessee to the 
sublessee.  Such sublessee shall have the right to cure a default of Lessee 
within three (3) days after service of said notice of default upon such 
sublessee, and the sublessee shall have a right of reimbursement and offset from
and against Lessee for any such defaults cured by the sublessee.

     12.5  Lessor's Expenses.  In the event Lessee shall assign or sublet the 
Premises or request the consent of Lessor to any assignment or subletting or if 
Lessee shall request the consent of Lessor for any act Lessee proposes to do 
then Lessee shall pay Lessor's reasonable costs and expenses incurred in 
connection therewith, including attorneys', architects', engineers' or other 
consultants' fees.

     12.6  Conditions to Consent.  Lessor reserves the right to condition any 
approval to assign or sublet upon Lessor's determination that (a) the proposed 
assignee or sublessee shall conduct a business on the Premises of a quality 
substantially equal to that of Lessee and consistent with the general character 
of the other occupants of the Office Building Project and not in violation of 
any exclusives or rights then held by other tenants, and (b) the proposed 
assignee or sublessee be at least as financially responsible as Lessee was 
expected to be at the time of the execution of this Lease or of such assignment 
or subletting, whichever is greater, as is necessary to satisfy Lessor's then 
current underwriting requirements for a subtenant or assignee or Lessor's 
internal requirements.

13.  Default; Remedies.

     13.1  Default.  The occurrence of any one or more of the following events 
shall constitute a material default of this Lease by Lessee:

           (a)   The vacation or abandonment of the Premises by Lessee.  
Vacation of the Premises shall include the failure to occupy the Premises for a 
continuous period of sixty (60) days or more, whether or not the rent is paid.

           (b)   The breach by Lessee of any of the covenants, conditions or 
provisions of paragraphs 7.3(a),(b) or (d)(alterations), 12.1(assignment or 
subletting), 13.1(a)(vacation or abandonment), 13.1(e)(insolvency), 13.1(f) 
(false statement), 16(a)(estoppel certificate), 30(b)(subordination), 
33(auctions), or 41.1(easements), all of which are hereby deemed to be 
material, non-curable defaults without the necessity of any notice by Lessor 
to Lessee thereof.

           (c)   The failure by Lessee to make any payment of rent or any other 
payment required to be made by Lessee hereunder, as and when due, where such 
failure shall continue for a period of three (3) days after written notice 
thereof from Lessor to Lessee.  In the event that Lessor serves Lessee with a 
Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes 
such Notice to Pay Rent or Quit shall also constitute the notice required by 
this subparagraph.

                                                Initials: [INITIALS APPEAR HERE]
                                                          ----------------------
                                                          [INITIALS APPEAR HERE]
                                                          ----------------------

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     (d) The failure by Lessee to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by Lessee
other than those referenced in subparagraphs (b) and (c), above, where such 
failure shall continue for a period of thirty (30) days after written notice 
thereof from Lessor to Lessee; provided, however, that if the nature of Lessee's
noncompliance is such that more than thirty (30) days are reasonably required 
for its cure, then Lessee shall not be deemed to be in default if Lessee 
commenced such cure within said thirty (30) day period and thereafter 
diligently pursues such cure to completion. To the extent permitted by law, such
thirty (30) day notice shall constitute the sole and exclusive notice required 
to be given to Lessee under applicable Unlawful Detainer statutes. 

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

     (f) The discovery by Lessor that any financial statement given to Lessor
by Lessee, or its successor in interest or by any guarantor of Lessee's 
obligation hereunder, was materially false. 

   13.1 Default. 
   
        (g)  A default under the Primary Lease. 

   In addition, the Primary Lease is hereby amended to provide that a default
   hereunder shall be a default under the Primary Lease.
  
   13.2 Remedies. In the event of any material default or breach of this Lease 
by Lessee, Lessor may at any time thereafter, with or without notice or demand 
and without limiting Lessor in the exercise of any right or remedy which Lessor 
may have by reason of such default:

        (a) Terminate Lessee's right to possession of the Premises by any lawful
means, in which case this Lease and the term hereof shall terminate  and Lessee 
shall immediately surrender possession of the Premises to Lessor. In such event 
Lessor shall be entitled to recover from Lessee all damages incurred by Lessor 
by reason of Lessee's default including, but not limited to, the cost of 
recovering possession of the Premises; expenses of reletting, including 
necessary renovation and alteration of the Premises, reasonable attorneys' fees,
and any real estate commission actually paid; the worth at the time of award by 
the court having jurisdiction thereof of the amount by which the unpaid rent for
the balance of the term after the time of such award exceeds the amount of such 
rental loss for the same period that Lessee proves could be reasonably avoided; 
that portion of the leasing commission paid by Lessor pursuant to paragraph 15 
applicable to the unexpired term of this Lease. 

         (b) Maintain Lessee's right to possession in which case this Lease 
shall continue in effect whether or not lessee shall have vacated or abandoned 
the Premises, in such event Lessor shall be entitled to enforce all of Lessor's 
rights and remedies under this Lease, including the right to recover the rent as
it becomes due hereunder.

         (c) Pursue any other remedy new or hereafter available to Lessor under 
the laws or judicial decision of the state wherein the Premises are located. 
Unpaid installments of rent and other unpaid monetary obligations of Lessee 
under the terms of this Lease shall bear interest from the date due at the 
maximum rate then allowable by law.

   13.3 Default by Lessor. Lessor shall not be in default unless Lessor fails to
perform obligations required of Lessor within a reasonable time, but in no event
later than thirty (30) days after written notice by Lessee to Lessor and to the 
holder of any first mortgage or deed of trust covering the Premises whose name 
and address shall have theretofore been furnished to Lessee in writing,
specifying wherein Lessor has failed to perform such obligation; provided,
however, that if the nature of Lessor's obligation is such that more than thirty
(30) days are required for performance then Lessor shall not be in default if
Lessor commences performance within such 30-day period and thereafter diligently
pursues the same to completion.

   13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee to 
Lessor of Base Rent, Lessee's Share of Operating Expense Increase or other sums 
due hereunder will cause Lessor to incur costs not contemplated by this Lease, 
the exact amount of which will be extremely difficult to ascertain. Such costs 
include, but are not limited to , processing and accounting charges, and late 
charges which may be imposed on Lessor by the terms of any mortgage or trust 
deed covering the Office Building Project. Accordingly, if any installment of 
Base Rent, Operating Expense increase, or any other sum due from Lessee shall 
not be received by Lessor or Lessor's designee within ten (10) days after such 
amount shall be due, then, without any requirement for notice to Lessee, Lessee 
shall pay to Lessor a late charge equal to 6% of such overdue amount. The 
parties hereby agree that such late charge represents a fair and reasonable 
estimate of the costs Lessor will incur by reason of late payment by Lessee. 
Acceptance of such late charge by Lessor shall in no event constitute a waiver 
of Lessee's default with respect to such overdue amount, nor prevent Lessor from
exercising any of the other rights and remedies granted hereunder.

14. Condemnation. If the Premises or any portion thereof or the Office Building 
Project are taken under the power of eminent domain, or sold under the threat of
the exercise of said power (all of which are herein called "condemnation"), this
Lease shall terminate as to the part so taken as of the date the condemning 
authority takes title or possession, whichever first occurs; provided that if so
much of the Premises or the Office Building Project are taken by such 
condemnation as would substantially and adversely affect the operation and 
profitability of Lessee's  business conducted from the Premises, Lessee shall 
have the option, to be exercised only in writing within (30) days after Lessor 
shall have given Lessee written notice of such taking (or in the absence of such
notice, within (30) days after the condemning authority shall have taken
possession), to terminate this Lease as of the date the condemning authority
takes such possession. If Lessee does not terminate this Lease in accordance
with the foregoing, this Lease shall remain in full force and effect as to the  
portion of the Premises remaining, except that the rent and Lessee's Share of 
Operating Expense increase shall be reduced in the proportion that the floor 
area of the Premises taken bears to the total floor area of the Premises. Common
Areas taken shall be excluded from the Common Areas usable by Lessee and no 
reduction of rent shall occur with respect thereto or by reason thereof, Lessor 
shall have the option in its sole discretion to terminate this Lease as of the 
taking of possession by the condemning authority, by giving written notice to 
Lessee of such election within thirty (30) days after receipt of notice of a 
taking by condemnation of any part of the Premises or the Office Building 
Project. Any award for the taking of all or any part of the Premises or the 
Office Building Project under the power of eminent domain or any payment made 
under threat of the exercise of such power shall be the property of Lessor, 
whether such award shall be made as compensation for diminution in value of the 
leasehold or for the taking of the fee, or as severance damages; provided, 
however, that Lessee shall be entitled to any separate award for loss of or 
damage to Lessee's trade fixtures, removable personal property and unamortized 
tenant improvements that have been paid for by Lessee. For that purpose the cost
of such improvements shall be amortized over the original term of this Lease 
excluding any options. In the event that this Lease is not terminated by reason 
of such condemnation, Lessor shall to the extent of severance damages received 
by Lessor in connection with such condemnation, repair any damage to the 
Premises caused by such condemnation except to the extent that Lessee has been 
reimbursed therefor by the condemning authority, Lessee shall pay any amount in 
excess of such severance damages required to complete such repair.

15. Broker's Fee.
   
    (a) The brokers involved in this transaction are THE SEELEY COMPANY and CB 
                                                     -------------------------
COMMERCIAL INC. as "listing broker" and THE KAUFMAN GROUP as "cooperating 
---------------                         ----------------
broker," licensed real estate broker(s). A "cooperating broker" is defined as 
any broker other than the listing broker entitled to a share of any commission 
arising under this Lease. Upon execution of this Lease by both parties, Lessor 
shall pay to said brokers jointly, or in such separate shares as they may 
mutually designate in writing, a fee as set forth in a separate agreement 
between Lessor and said broker(s), or in the event there is no separate 
agreement between Lessor and said broker(s), the sum of $  (per separate 
                                                        ----------------
agreement) , for brokerage services rendered by said broker(s) to Lessor in this
-----------
transaction.

    (b) Lessor further agrees that (i) if Lessee exercises any Option, as 
defined in paragraph 39.1 of this Lease, which is granted to Lessee under this 
Lease, or any subsequently granted option which is substantially similar to an 
Option granted to Lessee under this Lease, or (ii) if Lessee acquires any rights
to the Premises or other premises described in this Lease which are
substantially similar to what Lessee would have acquired had an Option herein
granted to Lessee been exercised, or (iii) if Lessee remains in possession of
the Premises after the expiration of the term of this Lease after having failed
to exercise an Option, or (iv) if said broker(s) are the procuring cause of any
other lease or sale entered into between the parties pertaining to the Premises
and/or any adjacent property in which Lessor has an interest, or (v) if the Base
Rent is increased, whether by agreement or operation of an escalation clause
contained herein, then as to any of said transactions or rent increases, Lessor
shall pay said broker(s) a fee in accordance with the schedule of said broker(s)
in effect at the time of execution of this Lease. Said fee shall be paid at the
time such increased rental is determined.

    (c) Lessor agrees to pay said fee not only on behalf of Lessor but also on 
behalf of any person, corporation, association, or other entity having an 
ownership interest in said real property or any part thereof, when such fee is
due hereunder. Any transferee of Lessor's interest in this Lease, whether such
transfer is by agreement or by operation of law, shall be deemed to have assumed
Lessor's obligation under this paragraph 15. Each listing and cooperating broker
shall be a third party beneficiary of the provisions of this paragraph 15 to the
extent of their interest in any commission arising under this Lease and may
enforce that right directly against Lessor; provided, however, that all brokers
having a right to any part of such total commission shall be a necessary party
to any suit with respect thereto.

    (d) Lessee and Lessor each represent and warrant to the other that neither 
has had any dealings with any person, firm, broker or finder (other than the 
person(s), if any, whose names are set forth in paragraph 15(a), above) in 
connection with the negotiation of this Lease and/or  the consummation of the 
transaction contemplated hereby, and no other broker or other person, firm or 
entity is entitled to any commission or finder's fee in connection with said 
transaction and Lessee and Lessor do each hereby indemnify and hold the other 
harmless from and against any costs, expenses, attorneys' fees or liability for 
compensation or charges which may be claimed by any such unnamed broker, finder 
or other similar party by reason of any dealings or actions of the indemnifying 
party.

16. Estoppel Certificate.

    (a) Each party (as "responding party") shall at any time upon not less than 
ten (10) days prior written notice from the other party ("requesting party") 
execute, acknowledge and deliver to the requesting party a statement in writing 
(i) certifying that this Lease is unmodified and in full force and effect (or, 
if modified, stating the nature of such modification and certifying that this 
Lease, as so modified, is in full force and effect) and the date


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<PAGE>
 
to which the rent and other charges are paid in advance, if any, and (ii) 
acknowledging that there are not, to the responding party's knowledge, any 
uncured defaults on the part of the requesting party, or specifying such 
defaults if any are claimed. Any such statement may be conclusively relied upon 
by any prospective purchaser or encumbrancer of the Office Building Project or 
of the business of Lessee.

  (b) At the requesting party's option, the failure to deliver such statement 
within such time shall be a material default of this Lease by the party who is
to respond, without any further notice to such party, or it shall be conclusive
upon such party that (i) this Lease is in full force and effect, without
modification except as may be represented by the requesting party, (ii) there
are no uncured defaults in the requesting party's performance, and (iii) if
Lessor is the requesting party, not more than one month's rent has been paid in
advance.

  (c) If Lessor desires to finance, refinance, or sell the Office Building 
Project, or any part thereof, Lessee hereby agrees to deliver to any lender or 
purchaser designated by Lessor such financial statements of Lessee as may be 
reasonably required by such lender or purchaser. Such statements shall include 
the past three (3) years' financial statements of Lessee. All such financial 
statements shall be received by Lessor and such lender or purchaser in 
confidence and shall be used only for the purposes herein set forth.

17.Lessor's Liability. The term "Lessor" as used herein shall mean only the
owner or owners, at the time in question, of the fee title or a lessee's
interest in a ground lease of the Office Building Project, and except as
expressly provided in paragraph 15, in the event of any transfer of such title
or interest, Lessor herein named (and in case of any subsequent transfers then
the grantor) shall be relieved from and after the date of such transfer of all
liability as respects Lessor's obligations thereafter to be performed, provided
that any funds in the hands of Lessor or the then grantor at the time of such
transfer, in which Lessee has an interest, shall be delivered to the grantee.
The obligations contained in this Lease to be performed by Lessor shall, subject
as aforesaid, be binding on Lessor's successors and assigns, only during their
respective periods of ownership.

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

19.Interest on Past-due Obligations. Except as expressly herein provided, any 
amount due to Lessor not paid when due shall bear interest at the maximum rate 
then allowable by law or judgments from the date due. Payment of such interest 
shall not excuse or cure any default by Lessee under this Lease; provided, 
however, that interest shall not be payable on late charges incurred by Lessee 
nor on any amounts upon which late charges are paid by Lessee.

20.Time of Essence. Time is of the essence with respect to the obligations to be
performed under this Lease.

21.Additional Rent. All monetary obligations of Lessee to Lessor under the terms
of this Lease, including but not limited to Lessee's Share of Operating Expense
increase and any other expenses payable by Lessee hereunder shall be deemed to
be rent.

22.Incorporation of Prior Agreements; Amendments. This Lease contains all
agreements of the parties with respect to any matter mentioned herein. No prior
or contemporaneous agreement or understanding pertaining to any such matter
shall be effective. This Lease may be modified in writing only, signed by the
parties in interest at the time of the modification. Except as otherwise stated
in this Lease, Lessee hereby acknowledges that neither the real estate broker
listed in paragraph 15 hereof nor any cooperating broker on this transaction nor
the Lessor or any employee or agents of any of said persons has made any oral or
written warranties or representations to Lessee relative to the condition or use
by Lessee of the Premises or the Office Building Project and Lessee acknowledges
that Lessee assumes all responsibility regarding the Occupational Safety Health
Act, the legal use and adaptability of the Premises and the compliance thereof
with all applicable laws and regulations in effect during the term of this
Lease.

23.Notices. Any notice required or permitted to be given hereunder shall be 
in writing and may be given by personal delivery or by certified or registered
mail, and shall be deemed sufficiently given if delivered or addressed to Lessee
or to Lessor at the address noted below or adjacent to the signature of the
respective parties, as the case may be. Mailed notices shall be deemed given
upon actual receipt at the address required, or forty-eight hours following
deposit in the mail, postage prepaid, whichever first occurs. Either party may
by notice to the other specify a different address for notice purposes except
that upon Lessee's taking possession of the Premises, the Premises shall
constitute Lessee's address for notice purposes. A copy of all notices required
or permitted to be given to Lessor hereunder shall be concurrently transmitted
to such party or parties at such addresses as Lessor may from time to time
hereafter designate by notice to Lessee.

24.Waivers. No waiver by Lessor of any provision hereof shall be deemed a waiver
of any other provision hereof or of any subsequent breach by Lessee of the same
or any other provision. Lessor's consent to, or approval of, any act shall not
be deemed to render unnecessary the obtaining of Lessor's consent to or approval
of any subsequent act by Lessee. The acceptance of rent hereunder by Lessor
shall not be a waiver of any preceding breach by Lessee of any provision hereof,
other than the failure of Lessee to pay the particular rent so accepted,
regardless of Lessor's knowledge of such preceding breach at the time of
acceptance of such rent.

25.Recording. Either Lessor or Lessee shall, upon request of the other, 
execute, acknowledge and deliver to the other a "short form" memorandum of this 
Lease for recording purposes.

26.Holding Over. If Lessee, with Lessor's consent, remains in possession of the 
Premises or any part thereof after the expiration of the term hereof, such 
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease pertaining to the obligations of Lessee, except that the rent payable
shall be two hundred percent (200%) of the rent payable immediately preceding
the termination date of this Lease, and all Options, if any, granted under the
terms of this Lease shall be deemed terminated and be of no further effect
during said month to month tenancy.

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

28.Covenants and Conditions. Each provision of this Lease performable by Lessee 
shall be deemed both a covenant and a condition.

29.Binding Effect; Choice of Law. Subject to any provisions hereof restricting 
assignment or subletting by Lessee and subject to the provisions of paragraph 
17, this Lease shall bind the parties, their personal representatives, 
successors and assigns. This Lease shall be governed by the laws of the State 
where the Office Building Project is located and any litigation concerning this 
Lease between the parties hereto shall be initiated in the county in which the 
Office Building Project is located.

30.Subordination.
   (a) This Lease, and any Option or right of first refusal granted hereby, at
Lessor's option, shall be subordinate to any ground lease, mortgage, deed of
trust, or any other hypothecation or security now or hereafter placed upon the
Office Building Project and to any and all advances made on the security thereof
and to all renewals, modifications, consolidations, replacements and extensions
thereof, Notwithstanding such subordination, Lessee's right to quiet possession
of the Premises shall not be disturbed if Lessee is not in default and so long
as Lessee shall pay the rent and observe and perform all of the provisions of
this Lease, unless this Lease is otherwise terminated pursuant to its terms. If
any mortgagee, trustee or ground lessor shall elect to have this Lease and any
Options granted hereby prior to the lien of its mortgage, deed of trust or
ground lease, and shall give written notice thereof to Lessee, this Lease and
such Options shall be deemed prior to such mortgage, deed of trust or ground
lease, whether this Lease or such Options are dated prior or subsequent to the
date of said mortgage, deed of trust or ground lease or the date of recording
thereof.

   (b) Lessee agrees to execute any documents required to effectuate an
attornment, a subordination, or to make this Lease or any Option granted herein
prior to the lien of any mortgage, deed of trust or ground lease, as the case
may be. Lessee's failure to execute such documents within ten (10) days after
written demand shall constitute a material default by Lessee hereunder without
further notice to Lessee or, at Lessor's option, Lessor shall execute such
documents on behalf of Lessee as Lessee's attorney-in-fact. Lessee does hereby
make, constitute and irrevocably appoint Lessor as Lessee's attorney-in-fact and
in Lessee's name, place and stead, to execute such documents in accordance with
this paragraph 30(b).

31.Attorneys' Fees.

   31.1 If either party or the broker(s) named herein bring an action to enforce
the terms hereof or declare rights hereunder, the prevailing party in any such
action, trial or appeal thereon, shall be entitled to his reasonable attorneys'
fees to be paid by the losing party as fixed by the court in the same or a
separate suit, and whether or not such action is pursued to decision or
judgment. The provisions of this paragraph shall inure to the benefit of the
broker named herein who seeks to enforce a right hereunder.

   31.2 The attorneys' fee award shall not be computed in accordance with any 
court fee schedule, but shall be such as to fully reimburse all attorneys' fees 
reasonably incurred in good faith.

   31.3 Lessor shall be entitled to reasonable attorneys' fees and all other
costs and expenses incurred in the preparation and service of notice of default
and consultations in connection therewith, whether or not a legal transaction is
subsequently commenced in connection with such default.

32.Lessor's Access.
   
   32.1 Lessor and Lessor's agents shall have the right to enter the Premises at
reasonable times for the purpose of inspecting the same, performing any services
required of Lessor, showing the same to prospective purchasers, lenders, or
lessees, taking such safety measures, erecting such scaffolding or other
necessary structures, making such alterations, repairs, improvements or
additions to the Premises or to the Office Building Project as Lessor may
reasonably deem necessary or desirable and the erecting, using and maintaining
of utilities, services, pipes and conduits through the Premises and/or other
premises as long as there is no material adverse effect to Lessee's use of the
Premises, Lessor may at any time place on or about the Premises or the Building
any ordinary "For Sale" signs and Lessor may at any time during the last 120
days of the term hereof place on or about the Premises any ordinary "For Lease"
signs.

   32.2 All activities of Lessor pursuant to this paragraph shall be without 
abatement of rent, nor shall Lessor have any liability to Lessee for the same.



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   32.3 Lessor shall have the right to retain keys to the Premises and to unlock
all doors in or upon the Premises other than to files, vaults and safes, and in 
the case of emergency to enter the Premises by any reasonably appropriate means,
and any such entry shall not be deemed a forceable or unlawful entry or detainer
of the Premises or an eviction. Lessee waives any charges for damages or 
injuries or interference with Lessee's property or business in connection 
therewith.

33. Auctions. Lessee shall not conduct, nor permit to be conducted, either 
voluntarily or involuntarily, any auction upon the Premises or the Common Areas 
without first having obtained Lessor's prior written consent. Notwithstanding 
anything to the contrary in this Lease, Lessor shall not be obligated to 
exercise any standard of reasonableness in determining whether to grant such 
consent. The holding of any auction on the Premises or Common Areas in violation
of this paragraph shall constitute a material default of this Lease.

34. Signs. Lessee shall not place any sign upon the Premises or the Office 
Building Project without Lessor's prior written consent. Under no circumstances 
shall Lessee place a sign on any roof of the Office Building Project.

35. Merger. The voluntary or other surrender of this Lease by Lessee, or a 
mutual cancellation thereof, or a termination by Lessor, shall not work a 
merger, and shall, at the option of Lessor, terminate all or any existing 
subtenancies or may, at the option of Lessor, operate as an assignment to Lessor
of any or all of such subtenancies.

36. Consents. Except for paragraphs 33 (auctions) and 34 (signs) hereof, 
wherever in this Lease the consent of one party is required to an act of the 
other party such consent shall not be unreasonably withheld or delayed.

37. Guarantor. In the event that there is a guarantor of this Lease, said 
guarantor shall have the same obligations as Lessee under this Lease.

38. Quiet Possession. Upon Lessee paying the rent for the Premises and observing
and performing all of the covenants, conditions and provisions on Lessee's part 
to be observed and performed hereunder, Lessee shall have quiet possession of 
the Premises for the entire term hereof subject to all of the provisions of this
Lease. The individuals executing this Lease on behalf of Lessor represent and 
warrant to Lessee that they are fully authorized and legally capable of 
executing this Lease on behalf of Lessor and that such execution is binding upon
all parties holding an ownership interest in the Office Building Project.

39. Options.

    39.1 Definition. As used in this paragraph the word "Option" has the 
following meaning: (1) the right or option to extend the term of this Lease or 
to renew this Lease or to extend or renew any lease that Lessee has on other 
property of Lessor; (2) the option of right of first refusal to lease the 
Premises or the right of first offer to lease the Premises or the right of first
refusal to lease other space within the Office Building Project or other 
property of Lessor or the right of first offer to lease other space within the 
Office Building Project or other property of Lessor; (3) the right or option to 
purchase the Premises or the Office Building Project, or the right of first 
refusal to purchase the Premises or the Office Building Project or the right of 
first offer to purchase the Premises or the Office Building Project, or the 
right or option to purchase other property of Lessor, or the right of first 
refusal to purchase other property of Lessor or the right of first offer to 
purchase other property of Lessor.

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

    39.4 Effect of Default on Options.

         (a) Lessee shall have no right to exercise an Option, notwithstanding 
any provision in the grant of Option to the contrary, (i) during the time 
commencing from the date Lessor gives to Lessee a notice of default pursuant to 
paragraph 13.1(c) or 13.1(d) and continuing until the noncompliance alleged in 
said notice of default is cured, or (ii) during the period of time commencing on
the day after a monetary obligation to Lessor is due from Lessee and unpaid 
(without any necessity for notice thereof to Lessee) and continuing until the 
obligation is paid, or (iii) in the event that Lessor has given to Lessee three 
or more notices of default under paragraph 13.1(c), or paragraph 13.1(d), 
whether or not the defaults are cured, during the 12 month period of time 
immediately prior to the time that Lessee attempts to exercise the subject 
Option, (iv) if Lessee has committed any non-curable breach, including without 
limitation those described in paragraph 13.1(b), or is otherwise in default of 
any of the terms, covenants or conditions of this Lease.

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

40. Security Measures--Lessor's Reservations.

    40.1 Lessee hereby acknowledges that Lessor shall have no obligation 
whatsoever to provide guard service or other security measures for the benefit 
of the Premises or the Office Building Project. Lessee assumes all 
responsibility for the protection of Lessee, its agents, and invitees and the 
property of Lessee and of Lessee's agents and invitees from acts of third 
parties. Nothing herein contained shall prevent Lessor, at Lessor's sole option,
from providing security protection for the Office Building Project or any part 
thereof, in which event the cost thereof shall be included within the definition
of Operating Expenses, as set forth in paragraph 4.2(b).

    40.2 Lessor shall have the following rights:

         (a) To change the name, address or title of the Office Building Project
or building in which the Premises are located upon not less than 90 days prior
written notice;

         (b) To, at Lessee's expense, provide and install Building standard 
graphics on the door of the Premises and such portions of the Common Areas as 
Lessor shall reasonably deem appropriate;

         (c) To permit any lessee the exclusive right to conduct any business as
long as such exclusive does not conflict with any rights expressly given herein;

         (d) To place such signs, notices or displays as Lessor reasonably deems
necessary or advisable upon the roof, exterior of the buildings or the Office
Building Project or on pole signs in the Common Areas;

    40.3 Lessee shall not:
 
         (a) Use a representation (photographic or otherwise) of the Building or
the Office Building Project or their name(s) in connection with Lessee's
business;

         (b) Suffer or permit anyone, except in emergency, to go upon the roof
of the Building.

41. Easements.

    41.1 Lessor reserves to itself the right, from time to time, to grant such 
easements, rights and dedications that Lessor deems necessary or desirable, and 
to cause the recordation of Parcel Maps and restrictions, so long as such 
easements, rights, dedications, Maps and restrictions do not unreasonably 
interfere with the use of the Premises by Lessee. Lessee shall sign any of the 
aforementioned documents upon request of Lessor and failure to do so shall 
constitute a material default of this Lease by Lessee without the need for 
further notice to Lessee.

    41.2 The obstruction of Lessee's view, air, or light by any structure
erected in the vicinity of the Building, whether by Lessor or third parties,
shall in no way affect this Lease or impose any liability upon Lessor.

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


(C) 1984 American Industrial Real Estate Association

                              FULL SERVICE--GROSS

                              PAGE 9 OF 10 PAGES


                                                          [INITIALS APPEAR HERE]
                                                          ----------------------
                                                          [INITIALS APPEAR HERE]
                                                          ----------------------
<PAGE>
 
43. Authority. If Lessee is a corporation, trust, or general or limited 
partnership, Lessee, and each individual executing this Lease on behalf of such 
entity represent and warrant that such individual is duly authorized to execute 
and deliver this Lease on behalf of said entity. If Lessee is a corporation, 
trust or partnership, Lessee shall, within thirty (30) days after execution of 
this Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.

44. Conflict. Any conflict between the printed provisions, Exhibits or Addenda 
of this Lease and the typewritten or handwritten provisions, if any, shall be 
controlled by the typewritten or handwritten provisions.

45. No Offer. Preparation of this Lease by Lessor or Lessor's agent and 
submission of same to Lessee shall not be deemed an offer to Lessee to lease.
This Lease shall become binding upon Lessor and Lessee only when fully executed 
by both parties.

46. Lender Modification. Lessee agrees to make such reasonable modifications to
this Lease as may be reasonably required by an institutional lender in
connection with the obtaining of normal financing or refinancing of the Office
Building Project.

47. Multiple Parties. If more than one person or entity is named as either 
Lessor or Lessee herein, except as otherwise expressly provided herein, the 
obligations of the Lessor or Lessee herein shall be the joint and several 
responsibility of all persons or entities named herein as such Lessor or Lessee,
respectively.

48. Work Letter. This Lease is supplemented by that certain Work Letter of even 
date executed by Lessor and Lessee, attached hereto as Exhibit C, and 
incorporated herein by this reference.

49. Attachments. Attached hereto are the following documents which constitute a 
part of this Lease:

          Addendum to Lease, paragraphs 50 through 56.






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

     IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION
     TO YOUR ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION
     IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE
     REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL
     SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE
     TRANSACTION RELATING THERETO: THE PARTIES SHALL RELY SOLELY UPON THE
     ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES
     OF THIS LEASE.

<TABLE>
                   LESSOR                                                   LESSEE
<S>                                                         <C>
SILVER GENESIS, INC., a California corporation              NET VANTAGE INC., a Delaware corporation
----------------------------------------------              ----------------------------------------

By /s/ Eugene E. Elling                                     By [SIGNATURE APPEARS HERE]
  --------------------------------                             --------------------------
    Eugene E. Elling                           

       Its     President                                           Its    Vice President
          ------------------------                                    -------------------------


By                                                          By   
  --------------------------------                            -------------------------- 

       Its                                                         Its
          ------------------------                                    ------------------

Executed at LOS ANGELES, CA                                 Executed at
           -----------------------                                     -----------------

on 6/8/96                                                   on 
  --------------------------------                            -------------------------- 

Address                                         Address
       ---------------------------                     ---------------------
</TABLE>

(C) 1984 American Industrial Real Estate Association

                              FULL SERVICE--GROSS

                              PAGE 10 OF 10 PAGES

For these forms write or call the American Industrial Real Estate Association, 
350 South Figueroa Street, Suite 275, Los Angeles, CA 90071, (213) 687-8777

(C) 1984 - American Industrial Real Estate Association. All rights reserved. 
No part of these words may be reproduced in any form without permission in 
writing.
<PAGE>
 
                             STANDARD OFFICE LEASE

                                  FLOOR PLAN

      [LOGO OF AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION APPEARS HERE]




                                   EXHIBIT A



(C) 1984 American Industrial Real Estate Association           
                              
                              FULL SERVICE--GROSS
<PAGE>
 
                           RULES AND REGULATIONS FOR
                             STANDARD OFFICE LEASE

      [LOGO OF AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION APPEARS HERE]

Dated:____________________________

By and Between__________________________________________________________________

                                 GENERAL RULES

    1. Lessee shall not suffer or permit the obstruction of any Common Areas, 
including driveways, walkways and stairways.

    2. Lessor reserves the right to refuse access to any persons Lessor in good 
faith judges to be a threat to the safety, reputation, or property of the Office
Building Project and its occupants.

    3. Lessee shall not make or permit any noise or odors that annoy or 
interfere with other lessees or persons having business within the Office 
Building Project.

    4. Lessee shall not keep animals or birds within the Office Building 
Project, and shall not bring bicycles, motorcycles or other vehicles into areas 
not designated as authorized for same.

    5. Lessee shall not make, suffer or permit litter except in appropriate 
receptacles for that purpose.

    6. Lessee shall not alter any lock or install new or additional locks or 
bolts.

    7. Lessee shall be responsible for the inappropriate use of any toilet 
rooms, plumbing or other utilities. No foreign substances of any kind are to be 
inserted therein.

    8. Lessee shall not deface the walls, partitions or other surfaces of the 
premises or Office Building Project.

    9. Lessee shall not suffer or permit any thing in or around the Premises or
Building that causes excessive vibration or floor loading in any part of the
Office Building Project.

   10. Furniture, significant freight and equipment shall be moved into or out
of the building only with the Lessor's knowledge and consent, and subject to 
such reasonable limitations, techniques and timing, as may be designated by 
Lessor. Lessee shall be responsible for any damage to the Office Building 
Project arising from any such activity.

   11. Lessee shall not employ any service or contractor for services or work 
performed in the Building, except as approved by Lessor.

   12. Lessor reserves the right to close and lock the Building on Saturdays, 
Sundays and legal holidays, and on other days between the hours of ____ P.M. and
____ A.M. of the following day. If Lessee uses the Premises during such periods,
Lessee shall be responsible for securely locking any doors it may have opened 
for entry.

   13. Lessee shall return all keys at the termination of its tenancy and shall 
be responsible for the cost of replacing any keys that are lost.

   14. No window coverings, shades or awnings shall be installed or used by 
Lessee.

   15. No Lessee, employee or invitee shall go upon the roof of the Building.

   16. Lessee shall not suffer or permit smoking or carrying of lighted cigars 
or cigarettes in areas reasonably designated by Lessor or by applicable 
governmental agencies as non-smoking areas.

   17. Lessee shall not use any method of heating or air conditioning other than
as provided by Lessor.

   18. Lessee shall not install, maintain or operate any vending machines upon 
the Premises without Lessor's written consent.

   19. The Premises shall not be used for lodging or manufacturing, cooking or 
food preparation.

   20. Lessee shall comply with all safety, fire protection and evacuation 
regulations established by Lessor or any applicable government agency.

   21. Lessor reserves the right to waive any one of these rules or regulations,
and/or as to any particular Lessee, and any such waiver shall not constitute a 
waiver of any other rule or regulation or any subsequent application thereof to 
such Lessee.

   22. Lessee assumes all risks from theft or vandalism and agrees to keep its 
Premises locked as may be required.

   23. Lessor reserves the right to make such other reasonable rules and 
regulations as it may from time to time deem necessary for the appropriate 
operation and safety of the Office Building Project and its occupants. Lessee 
agrees to abide by these and such rules and regulations.

                                 PARKING RULES

    1. Parking areas shall be used only for parking by vehicles no longer than 
full size, passenger automobiles herein called "Permitted Size Vehicles." 
Vehicles other than Permitted Size Vehicles are herein referred to as "Oversize 
Vehicles."

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

    3. Parking stickers or identification devices shall be the property of 
Lessor and be returned to Lessor by the holder thereof upon termination of the 
holder's parking privileges. Lessee will pay such replacement charge as is 
reasonably established by Lessor for the loss of such devices.

    4. Lessor reserves the right to refuse the sale of monthly identification 
devices to any person or entity that willfully refuses to comply with the 
applicable rules, regulations, laws and/or agreements.

    5. Lessor reserves the right to relocate all or part of parking spaces from 
floor to floor, within one floor, and/or to reasonably adjacent offsite 
location(s), and to reasonably allocate them between compact and standard size 
spaces, as long as the same complies with applicable laws, ordinances and 
regulations.

    6. Users of the parking area will obey all posted signs and park only in the
areas designated for vehicle parking.

    7. Unless otherwise instructed, every person using the parking area is
required to park and lock his own vehicle. Lessor will not be responsible for
any damage to vehicles, injury to persons or loss of property, all of which
risks are assumed by the party using the parking area.

    8. Validation, if established, will be permissible only by such method or 
methods as Lessor and/or its licensee may establish at rates generally 
applicable to visitor parking.

    9. The maintenance, washing, waxing or cleaning of vehicles in the parking
structure or Common Areas is prohibited.

   10. Lessee shall be responsible for seeing that all of its employees, agents
and invitees comply with the applicable parking rules, regulations, laws and
agreements.

   11. Lessor reserves the right to modify these rules and/or adopt such other 
reasonable and non-discriminatory rules and regulations as it may deem necessary
for the proper operation of the parking area.

   12. Such parking use as is herein provided is intended merely as a license 
only and no bailment is intended or shall be created hereby.

                                                Initials: [INITIALS APPEAR HERE]
                                                          ----------------------
                                                          [INITIALS APPEAR HERE]
                                                          ----------------------


(C) 1984 American Industrial Real Estate Association

                              FULL SERVICE--GROSS
    
                                   EXHIBIT B

                               PAGE 1 OF 1 PAGES
     
<PAGE>
 
                     WORK LETTER TO STANDARD OFFICE LEASE

Dated:____________________________

By and between:_________________________________________________________________

The Premises shall be constructed in accordance with Lessor's Standard 
Improvements, as follows:

1.  Partitions


2.  Wall Surfaces


3.  Draperies


4.  Carpeting


5.  Doors


6.  Electrical and Telephone Outlets


7.  Ceiling


8.  Lighting


9.  Heating and Air Conditioning Ducts


10. Sound Proofing


11. Plumbing


                                                           
1984 American Industrial Real Estate Association                    

                             FULL SERVICE - GROSS                   

                                   EXHIBIT C

                               PAGE 1 OF 2 PAGES
<PAGE>
 
12. Entrance Doors






13. Completion of Improvements

    Lessor shall construct and complete improvements to the Premises in 
accordance with the plans and specifications prepared by _______________________
___________________________________________, dated _____________________________
consisting of sheets ________________________ (the "Improvements")

14. Preparation of Plans and Specifications

    Within _____________ days after the date of this Lease Lessor shall prepare 
at its cost and deliver to Lessee for its approval __________ copies of 
preliminary plans and specifications for the completion of the Improvements, 
which plans and specifications shall itemize the work to be done by each party, 
including a cost estimate of any work required of Lessor in excess of Lessor's 
Standard Improvements. Lessee shall approve said preliminary plans and 
specifications and preliminary cost estimate or specify with particularity its 
objection thereto within ___________ days following receipt thereof. Failure to 
so approve or disapprove within said period of time shall constitute approval 
thereof. If Lessee shall reject said preliminary plans and specifications either
partially or totally, and they cannot in good faith be modified within ten (10) 
days after such rejection to be acceptable to Lessor and Lessee, this Lease 
shall terminate and neither party shall thereafter be obligated to the other 
party for any reason whatsoever having to do with this Lease, except that Lessee
shall be refunded any security deposit or prepaid rent. The plans and 
specifications, when approved by Lessee, shall supersede any prior agreement 
concerning the Improvements.

15. Construction

    If Lessor's cost of constructing the Improvements to the Premises exceeds 
the cost of Lessor's Standard Improvements, Lessee shall pay to Lessor in cash 
before the commencement of such construction a sum equal to such excess.

    If the final plans and specifications are approved by Lessor and Lessee, and
Lessee pays Lessor for such excess, then Lessor shall, at its sole cost and 
expense, construct the Improvements in accordance with said approved final plans
and specifications and all applicable rules, regulations, laws or ordinances.

16. Completion. 

    16.1 Lessor shall obtain a building permit to construct the Improvements as 
soon as possible.

    16.2 Lessor shall complete the construction of the Improvements as soon as 
reasonably possible after the obtaining of necessary building permits.

    16.3 The term "Completion," as used in this Work Letter, is hereby defined 
to mean the date the building department of the municipality having jurisdiction
of the Premises shall have made a final inspection of the Improvements and 
authorized a final release of restrictions on the use of public utilities in 
connection therewith and the same are in a broom-clean condition.

    16.4 Lessor shall use its best efforts to achieve Completion of the 
Improvements on or before the Commencement Date set forth in paragraph 1.5 of 
the Basic Lease Provisions or within one hundred eighty (180) days after Lessor 
obtains the building permit from the applicable building department, whichever 
is later.

    16.5 In the event that the Improvements or any portion thereof have not 
reached Completion by the Commencement Date, this Lease shall not be invalid, 
but rather Lessor shall complete the same as soon thereafter as is possible and 
Lessor shall not be liable to Lessee for damages in any respect whatsoever.

    16.6 If Lessor shall be delayed at any time in the progress of the 
construction of the Improvements or any portion thereof by extra work, changes 
in construction ordered by Lessee, or by strikes, lockouts, fire, delay in 
transportation, unavoidable casualties, rain or weather conditions, governmental
procedures or delay, or by any other cause beyond Lessor's control, then the 
Commencement Date established in paragraph 1.5 of the Lease shall be extended by
the period of such delay.

17. Term

    Upon Completion of the Improvements as defined in paragraph 16.3, above, 
Lessor and Lessee shall execute an amendment to the Lease setting forth the date
of Tender of Possession as defined in paragraph 3.2.1 of the Lease or of actual 
taking of possession, whichever first occurs, as the Commencement Date of this
Lease.

18. Work Done by Lessee

    Any work done by Lessee shall be done only with Lessor's prior written 
consent and in conformity with a valid building permit and all applicable rules,
regulations, laws and ordinances, and be done in a good and workmanlike manner 
with good and sufficient materials. All work shall be done only with union labor
and only by contractors approved by Lessor, it being understood that all 
plumbing, mechanical, electrical wiring and ceiling work are to be done only by 
contractors designated by Lessor.

19. Taking of Possession of Premises

    Lessor shall notify Lessee of the Estimated Completion Date at least ten 
(10) days before said date. Lessee shall thereafter have the right to enter the 
Premises to commence construction of any Improvements Lessee is to construct and
to equip and fixturize the Premises, as long as such entry does not interfere 
with Lessor's work. Lessee shall take possession of the Premises upon the tender
thereof as provided in paragraph 3.2.1 of the Lease to which this Work Letter is
attached. Any entry by Lessee of the Premises under this paragraph shall be 
under all of the terms and provisions of the Lease to which this Work Letter is 
attached.

20. Acceptance of Premises.
 
    Lessee shall notify Lessor in writing of any items that Lessee deems 
incomplete or incorrect in order for the Premises to be acceptable to Lessee 
within ten (10) days following Tender of Possession as set forth in paragraph 
3.2.1 of the Lease to which this Work Letter is attached. Lessee shall be 
deemed to have accepted the Premises and approved construction if Lessee does 
not deliver such a list to Lessor within said number of days.










(C) 1984 American Industrial Real Estate Association

                              FULL SERVICE--GROSS

                                   EXHIBIT C

                               PAGE 2 OF 2 PAGES

NOTE: These forms are often modified to meet changing requirements of law and 
      needs of the industry. Always write or call to make sure you are utilizing
      ????????????????????????????????????????????????????????????????????????? 
<PAGE>
 
                  ADDENDUM TO STANDARD OFFICE LEASE -- GROSS

                 By and Between SILVER GENESIS, INC. (Lessor)
                       and NET VANTAGE INC. (Lessee) for

                           201 Continental Boulevard
                         El Segundo, California 90245

                             Dated April 10, 1996

     4.2  Base Year Operating Expense.  The Base Year Operating Expense shall be
adjusted to compensate for vacancies in the Building during the Base Year so 
that Operating Expenses shall be based on a 90% occupied building.

     4.2  Audit.  The following is hereby added as Section 4.2(h):

          "Lessee shall have the right to audit, at Lessee's expense, Operating 
     Expenses for the Base Year and each Comparison Year within the twelve (12)
     month period following the calculation of any Operating expense Increase
     and shall provide Lessor with the results of such audit. In the event
     Lessee has overpaid Operating Expenses, Lessor shall refund the amount of
     the overpayment within thirty (30) days. In the event Lessee has underpaid
     Operating Expenses, Lessee shall pay the amount of the underpayment within
     thirty (30) days."

     6.2(b)  Compliance with Law.  Notwithstanding Section 6.2(b) of the Lease, 
Lessee shall not be required to make structural changes to the Premises or the 
Building Systems, unless such changes are related to Lessee's particular use of 
the Premises or improvements constructed by Lessee.

     6.2(c)  Environmental.  Lessor warrants that the Building does not contain 
any Hazardous Substances, as herein defined, in a condition or in amounts which 
exceed legally permissible limits effective as of the date possession is 
delivered to Lessee.

     7.2  Lessee's Obligations.  Section 6.3(b) is hereby supplemented as 
follows:

         "Lessee shall have no responsibility to perform or construct any 
     repair, maintenance or improvement (i) necessitated by the acts or
     omissions of Lessor or any other occupant of the Building, or their
     respective agents, employees or contractors, (ii) occasioned by a casualty
     not caused or contributed to by Lessee, (iii) required as a consequence of
     any violation of Law in the Premises or the Building as of the date of
     possession is delivered to Lessee, (iv) for which Lessor has a right of
     reimbursement from third parties, (v) which would be treated as a capital
     expenditure under a generally accepted accounting principles and are
     unrelated to Lessee's particular use of the Premises or improvements
     constructed by Lessee."

     7.3  Alterations and Additions.  Section 7.3(a) is hereby supplemented as 
follows:

          "Notwithstanding the foregoing, Lessee shall have the right to make 
     non-structural modifications up to a maximum cost of FIFTEEN THOUSAND
     DOLLARS ($15,000.00) without Lessor's consent. Lessee shall, however, in
     connection with such improvements provide the notice set forth in Section
     7.3(b) in order for Lessor to post a notice of non-responsibility."

     8.10 Indemnity by Lessor. Notwithstanding anything herein to the contrary, 
Lessor shall indemnify and hold harmless Lessee and its agents from and against 
all costs, attorneys' fees, expenses and liabilities incurred by Lessee as a 
result of the active negligence or willful misconduct of Lessor or Lessor's 
failure to perform its obligations hereunder.
<PAGE>
 
     12.1  Lessor's Consent Required.  Lessor shall provide its written 
consent, or its disapproval of such transfer, within five (5) business days 
following receipt of a written request for approval, together with information 
reasonably requested by Lessor concerning such proposed sublessee or assignee, 
including financial information reasonably requested. In the event Lessee is a 
publicly traded company, the transfer of its stock on any exchange or national 
market system shall not be deemed a Transfer under this Section 12.1. The 
provisions of this Section 12.1 shall not prohibit Lessee from entering into 
licenses with customers or agents of customers of Lessee which require space for
the purpose of testing or inspecting products produced by Lessee, provided such 
license is temporal in nature and does not constitute a grant of exclusive space
within the Premises by Lessee.

32.  Lessor's Access.  Lessor and Lessor's agents shall provide Lessee with 
twenty-four (24) hours' notice prior to entry of the Premises, except in the 
event of an emergency which shall require no notice. Such entry by Lessor and 
Lessor's agents shall not impair Lessee's obligations more than reasonably 
necessary. During any such entry, except emergency entries, Lessor and Lessor's 
agents shall at all times be accompanied by Lessee or Lessee's agent. In the 
event of an emergency entry, Lessor shall use reasonable efforts to be 
accompanied by a representative of Lessee.

49.  Final Calculation of Rentable Square Footage.  The Premises, as defined in 
Paragraph 1.2 and the calculation of rent (Paragraph 1.6), security deposits 
(Paragraph 1.9) and Lessee's share of operating expenses (Paragraph 1.10) shall 
be computed based upon $1.06 per rentable square foot pursuant to the final 
approved space plan. Rentable square footage shall be computed based upon the 
usable square feet multiplied by 1.15% (15% load factor). The vehicle parking 
spaces allocated to Lessee pursuant to Paragraph 2.2 shall be based upon 1,000 
square feet of usable area. In the event a discrepancy is determined regarding 
the square footage of the Premises, the foregoing amounts may be adjusted, 
provided that in event shall either party be entitled to any retroactive 
adjustment whether for operating expenses, rent or parking.

50.  Right of First Notice of Lease - Primary Lease.  Section 50 of the Primary 
Lease regarding the availability of space on the second floor is hereby deleted 
in its entirety.

51.  Option to Renew Lease.  Lessee is given the option to extend the term on 
all the provisions contained in this lease, except for minimum monthly rent, for
a five (5) year period ("Extended Term") following expiration of the initial 
term, by giving notice of exercise of the option ("Option Notice") to Lessor at 
least six (6) months, but not more than one (1) year before the expiration of 
the term. Provided that, if Lessee is in default on the date of giving the 
Option Notice, the Option Notice shall be totally ineffective, or if Lessee is 
in default on the date the Extended Term is to commence, the Extended Term shall
not commence and this lease shall expire at the end of the initial term.

           The parties shall have thirty (30) days after Lessor receives the
     Option Notice in which to agree on Base Rent during the Extended Term. If
     the parties agree on the Base Rent for the Extended Term during that
     period, they shall immediately execute an amendment to this stating the
     Base Rent.

           If the parties are unable to agree on the Base Rent for the Extended 
Term within that period, then within ten (10) days after the expiration of that 
period each party, at its cost and by giving notice to the other party, shall 
appoint a real estate appraiser with at least 5 years' full-time commercial 
appraisal experience in the area in which the premises are located to appraise 
and set the Base Rent for the Extended Term based upon ninety-five percent (95%)
of the fair market rental for the Premises based upon the prevailing market 
rates for similar space in similar buildings. If a

                                      -2-
<PAGE>
 
     party does not appoint an appraiser within ten (10) days after the other
     party has given notice of the name of its appraiser, the single appraiser
     appointed shall be the sole appraiser and shall set the Base Rent for the
     Extended Term. If the two appraisers are appointed by the parties as stated
     in this paragraph, they shall meet promptly and attempt to set the Base
     Rent for the Extended Term. If they are unable to agree within thirty (30)
     days after the second appraiser has been appointed, they shall attempt to
     elect a third appraiser meeting the qualifications stated in this paragraph
     within ten (10) days after the last day the two appraisers are given to set
     the Base Rent. If they are unable to agree on the third appraiser, either
     of the parties to this lease by giving ten (10) days' notice to the other
     party can file a petition with the American Arbitration Association solely
     for the purpose of selecting a third appraiser who meets the qualifications
     stated in this paragraph. Each party shall bear half the cost of the
     American Arbitration Association appointing the third appraiser and of
     paying the third appraiser's fee. The third appraiser, however selected,
     shall be a person who has not previously acted in any capacity for either
     party.

          Within thirty (30) days after the selection of the third appraiser, a 
     majority of the appraisers shall set the Base Rent for the Extended Term.
     If a majority of the appraisers are unable to set the Base Rent within the
     stipulated period of time, the three appraisals shall be added together
     and their total divided by three; the resulting quotient shall be the Base
     Rent for the premises during the Extended term. If, however, the low
     appraisal and/or the high appraisal are more than ten percent (10%) lower
     and/or higher than the middle appraisal, the low appraisal and/or the high
     appraisal shall be disregarded. If only one appraisal is disregarded, the
     remaining two appraisals shall be added together and their total divided by
     two; the resulting quotient shall be the Base Rent for the premises during
     the Extended Term. If both the low appraisal and the high appraisal are
     disregarded as stated in this paragraph, the middle appraisal shall be the
     Base Rent for the premises during the Extended Term.

          After the Base Rent for the Extended Term has been set, the appraisers
     shall immediately notify the parties.

         Lessee shall have no other right to extend the term beyond the Extended
     Term. In no event shall Lessee have the right to exercise the right to
     extend hereunder unless the right to extend under the Primary Lease is
     exercised. Furthermore, in no event shall Lessee have the right to exercise
     its right to extend the primary Lease unless the term of this Lease is
     extended hereunder.

52.  Increase in Property Taxes During the First Three (3) Years of the Lease
Term.  During the first three (3) year of the initial lease term, Lessee shall 
not be responsible for any increases in property taxes resulting from the 
reassessment of the property caused by a sale of the property by Lessor 
("Proposition 13").

53.  Signage.  Lessee shall have the right to install its sign on one (1) 
position of the shared monument sign at the parking lot entrance to the 
property. All signage is subject to City of El Segundo approval.

55.  Non-Disturbance Agreements. Lessor shall use commercially reasonable
efforts to obtain promptly following the execution of the Lease, 
non-disturbance, subordination and attornment agreements from Lessor's lender in
form reasonable satisfactory to Lessor's lender, Lessor and Lessee. Lessor and
Lessee shall use reasonable and diligent efforts to satisfy the foregoing
obligation.

56.  Lessee's Construction Work.  Lessee acknowledges that Lessor is completing 
a refurbishment of the Building simultaneously with Lessee's completing its 
improvements. Lessee shall complete the 

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<PAGE>
 
improvements to the Premises in conformance with the Floor Plan attached to the 
Lease as Exhibit "A". Lessor and Lessee shall use reasonable and diligent 
         ----------
efforts to promptly complete their respective improvements. All such 
improvements shall be substantially completed on or before November 1, 1996. 

57.  Coterminous Term. This Lease shall be coterminous with the Primary Lease 
and in the event the Primary Lease terminates for any reason whatsoever, this 
Lease shall terminate. Similarly, in the event this Lease terminates for any 
reason whatsoever, the Primary Lease shall terminate.


Lessor                                  Lessee

SILVER GENESIS, INC.,                   NET VANTAGE INC.,
a California corporation                a Delaware corporation

By: [SIGNATURE APPEARS HERE]            By: [SIGNATURE APPEARS HERE]
   -------------------------               -------------------------

Date:   6/8      , 1996                 Date:   6/4      , 1996 
     ------------                            ------------        

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