EXHIBIT 10.3


        SECOND
        AMENDED AND RESTATED
        LEASE AGREEMENT

        by and between

        ET LLC,
        a Delaware limited liability company
        d/b/a
        ET QRS LLC

        as LANDLORD

        and

        ETEC SYSTEMS, INC.,
        a Nevada corporation,

        as TENANT


        Premises:  Hayward, California






        Dated as of:  February 2, 1998

        TABLE OF CONTENTS

        Page

1.      Demise of Premises      1

2.      Certain Definitions     2

3.      Title and Condition      13

4.      Use of Leased Premises; Quiet Enjoyment  16

5.      Term     16

6.      Basic Rent       17

7.      Additional Rent  18

8.      Net Lease; Non-Terminability     19

9.      Payment of Impositions   20

10.     Compliance with Laws and Easement Agreements; Environmental 
Matters  22

11.     Liens; Recording         24

12.     Maintenance and Repair   25

13.     Alterations and Improvements     26

14.     Permitted Contests       27

15.     Indemnification  28

16.     Insurance        29

17.     Casualty and Condemnation        34

18.     Termination Events       35

19.     Restoration; Reduction of Rent   37

20.     Procedures Upon Purchase         39

21.     Assignment and Subletting; Prohibition against Leasehold 
Financing        40

22.     Events of Default        45

23.     Remedies and Damages Upon Default        48

24.     Notices  52

25.     Estoppel Certificate     52

26.     Surrender        53

27.     No Merger of Title       53

28.     Books and Records        53

29.     Determination of Value   55

30.     Non-Recourse as to Landlord      59

31.     Financing        59

32.     Subordination    60

33.     Financial Covenants; Covenant Breach Offer       60

34.     Tax Treatment; Reporting         61

35.     Right of First Refusal   62

36.     Financing Major Alterations      64

37.     Security Deposit         65

38.     Right to Vacate; Rejectable Offer Upon Vacation  66

39.     Miscellaneous    67


Exhibit A       -       Premises
Exhibit B       -       Machinery and Equipment
Exhibit C       -       Permitted Encumbrances
Exhibit D       -       Basic Rent Payments
Exhibit E       -       Financial Covenants

Schedule 1 -    Termination Values
Schedule 2 -    Approved Alterations to Building 2 and Building 3
Schedule 3 -    Project I Improvements

        SECOND AMENDED AND RESTATED LEASE AGREEMENT, made as of this 2nd 
day of February, 1998, between ET LLC, a Delaware limited liability 
company d/b/a ET QRS LLC ("Landlord"), with an address c/o W.P. Carey & 
Co., Inc., 50 Rockefeller Plaza, Second Floor, New York, New York 10020, 
and ETEC SYSTEMS, INC., a Nevada corporation ("Tenant"), with an address 
at 26460 Corporate Avenue, Hayward, California 94545.

        BACKGROUND

        A.      ESI (CA) QRS 12-6, Inc., as landlord ("Original Landlord") 
and Tenant entered into a Lease Agreement dated as of February 1, 1995, 
as amended by the terms of Exhibit 1 to that certain letter agreement 
dated August 7, 1996 and amended and restated by an Amended and Restated 
Lease Agreement, dated as of January 31, 1997 (said Lease Agreement, as 
amended and amended and restated, the "Original Lease").

        B.      By Articles of Merger filed with the Secretary of State of 
Delaware on January 29, 1998 Original Landlord merged with ET-ESI, INC. 
and by Articles of Merger filed with the Secretary of State of Delaware 
on January 29, 1998 ET-ESI, Inc. merged with ET LLC and by Limited 
Liability Company Application for Registration filed with the Secretary 
of State of the State said ET LLC qualified to do business in the State 
in the name of ET QRS LLC.

        C.      Landlord desires to demise to Tenant and Tenant desires to 
lease from Landlord the Project I Improvements and the Project II 
Improvements (as such terms are hereinafter defined) and in connection 
therewith to amend and restate the Original Lease in its entirety.

        In consideration of the rents and provisions herein stipulated to 
be paid and performed, Landlord and Tenant hereby covenant and agree as 
follows:

        1.      Demise of Premises.  Landlord hereby demises and lets to 
Tenant, and Tenant hereby takes and leases from Landlord, for the term 
and upon the provisions hereinafter specified, the following described 
property (collectively, the "Leased Premises"):  (a) the premises 
described in Exhibit "A" hereto, together with the Appurtenances 
(collectively, the "Land"); (b) the three office/manufacturing 
facilities constructed on the Land, known as "Building 1," "Building 2" 
and "Building 3" and containing approximately 60,000 square feet, 47,000 
square feet and 106,000 square feet, respectively; (c) the Project I 
Improvements described in Schedule 3 hereto; (d) the Project II 
Improvements, and all other buildings, structures and other improvements 
now or hereafter constructed on the Land (collectively, together with 
the Project I Improvements, the "Improvements"); and (e) the fixtures, 
machinery, equipment and other property described in Exhibit "B" hereto 
(collectively, the "Equipment").

        2.      Certain Definitions.

        "Acquisition Cost" shall mean the sum of (a) $14,321,137, (b) 
Project I Costs and (c) Project II Costs.

        "Additional Rent" shall mean Additional Rent as defined in 
Paragraph 7(a).

        "Adjoining Property" shall mean all sidewalks, driveways, curbs, 
gores and vault spaces adjoining any of the Leased Premises.

        "Alterations" shall mean all changes, additions, modifications, 
improvements or repairs to, all alterations, reconstructions, 
remodeling, renovations, renewals, replacements or removals of and all 
substitutions or replacements for any of the Improvements or Equipment, 
both interior and exterior, structural and non-structural, and ordinary 
and extraordinary.

        "Appurtenances" shall mean all tenements, hereditaments, 
easements, rights-of-way, rights, privileges in and to the Land, 
including (a) easements over other lands granted by any Easement 
Agreement and (b) any streets, ways, alleys, vaults, gores or strips of 
land adjoining the Land.

        "Assignment" shall mean any assignment of rents and leases from 
Landlord to a Lender which (a) encumbers any of the Leased Premises and 
(b) secures Landlord's obligation to repay a Loan, as the same may be 
amended, supplemented or modified from time to time.

        "Basic Rent" shall mean Basic Rent as defined in Paragraph 6.

        "Basic Rent Payment Dates" shall mean the Basic Rent Payment Dates 
as defined in Paragraph 6.

        "Building 4" shall mean the building to contain not less than 
129,000 square feet, to be constructed on the easterly portion of the 
Land, in accordance with the Project II Plans and the Project II Budget 
and to be known as "Building 4".

        "Buildings 2 and 3 Renovations" shall mean Buildings 2 and 3 
Renovations as defined in the Construction Agency Agreement.

        "Casualty" shall mean any injury to or death of any person or any 
loss of or damage to any property (including the Leased Premises) 
included within or related to the Leased Premises or arising from the 
Adjoining Property.

        "Commencement Date" shall mean Commencement Date as defined in 
Paragraph 5(a).

        "Completion Agreement" shall mean the Completion Agreement of even 
date between Landlord and Tenant pursuant to which Tenant has agreed to 
complete the Project I Improvements.

        "Condemnation" shall mean a Taking and/or a Requisition.

        "Condemnation Notice" shall mean notice or knowledge of the 
institution of or intention to institute any proceeding for 
Condemnation.

        "Construction Agency Agreement" shall mean the Construction Agency 
Agreement of even date between Landlord, as owner, and Tenant, as agent 
for Landlord pursuant to which Tenant, as such agent will cause the 
Project II Improvements to be constructed.

        "Costs" of a Person or associated with a specified transaction 
shall mean all costs and expenses incurred by such Person or associated 
with such transaction, including without limitation, reasonable 
attorneys' fees and expenses, court costs, escrow fees, title insurance 
premiums, mortgage points, recording fees and transfer taxes, as the 
circumstances require.

        "Covenant Breach" shall mean Covenant Breach as defined in 
Paragraph 33(b).

        "Covenants" shall mean Covenants as defined in Paragraph 33(a).

        "CPI" shall mean CPI as defined in Paragraph 2 of Exhibit "D".

        "Default Termination Amount" shall mean the Default Termination 
Amount as defined in Paragraph 23(a)(iii).

        "Default Rate" shall mean the Default Rate as defined in Paragraph 
7(a)(iv).

        "Deposit Amount" shall mean Deposit Amount as defined in 
Paragraph 21(d).

        "Easement Agreement" shall mean any conditions, covenants, 
reservations, restrictions, easements, declarations, licenses and  other 
agreements listed as Permitted Encumbrances, including the Parking 
Easement of even date from Tenant to Landlord or as may hereafter affect 
the Leased Premises.

        "Environmental Law" shall mean (i) whenever enacted or 
promulgated, any applicable federal, state, foreign and local law, 
statute, ordinance, rule, regulation, license, permit, authorization, 
approval, consent, court order, judgment, decree, injunction, code, 
requirement or agreement with any governmental entity, (x) relating to 
pollution (or the cleanup thereof), or the protection of air, water 
vapor, surface water, groundwater, drinking water supply, land 
(including land surface or subsurface), plant, aquatic and animal life 
from injury caused by a Hazardous Substance or (y) concerning exposure 
to, or the use, containment, storage, recycling, reclamation, reuse, 
treatment, generation, discharge, transportation, processing, handling, 
labeling, production, disposal or remediation of Hazardous Substances, 
Hazardous Conditions or Hazardous Activities, in each case as amended 
and as now or hereafter in effect, and (ii) any common law or equitable 
doctrine (including, without limitation, injunctive relief and tort 
doctrines such as negligence, nuisance, trespass and strict liability) 
that may impose liability or obligations or injuries or damages due to 
or threatened as a result of the presence of, exposure to, or ingestion 
of, any Hazardous Substance.  The term Environmental Law includes, 
without limitation, the Comprehensive Environmental Response, 
Compensation and Liability Act of 1980, as amended, the Superfund 
Amendments and Reauthorization Act, the federal Water Pollution Control 
Act, the Clean Air Act, the Clean Water Act, the Resources Conservation 
and Recovery Act of 1976 (including the Hazardous and Solid Waste 
Amendments to RCRA), the Solid Waste Disposal Act, the Toxic Substance 
Control Act, the Insecticide, Fungicide and Rodenticide Act, the 
Occupational Safety and Health Act of 1970, the National Environmental 
Policy Act and the Hazardous Materials Transportation Act, each as 
amended and as now or hereafter in effect and any similar foreign, state 
or local Law.

        "Environmental Violation" shall mean (a) any direct or indirect 
discharge, disposal, spillage, emission, escape, pumping, pouring, 
injection, leaching, release, seepage, filtration, migration or 
transporting of any Hazardous Substance at, upon, under, onto or within 
the Leased Premises, or from the Leased Premises to the environment, in 
violation of any Environmental Law or which could be reasonably expected 
to result in any liability to Landlord, Tenant or Lender, any Federal, 
state or local government or any other Person for the costs of any 
removal or remedial action or natural resources damage or for bodily 
injury or property damage, (b) any deposit, storage, dumping, placement 
or use of any Hazardous Substance at, upon, under or within the Leased 
Premises or which extends to any other property in violation of any 
Environmental Law or which could reasonably be expected to result in any 
liability to any  Federal, state or local government or to any other 
Person for the costs of any removal or remedial action or natural 
resources damage or for bodily injury or property damage, (c) the 
abandonment or discarding of any barrels, containers or other 
receptacles containing any Hazardous Substances in violation of any 
Environmental Laws, (d) any activity, occurrence or condition which 
could be reasonably expected to result in any liability, cost or expense 
to Landlord or Lender or any other owner or occupier of the Leased 
Premises, or which could be reasonably expected to result in a creation 
of a lien on the Leased Premises under any Environmental Law, or (e) any 
violation of or noncompliance with any Environmental Law.

        "Equipment" shall mean the Equipment as defined in Paragraph 1.

        "Event of Default" shall mean an Event of Default as defined in 
Paragraph 22(a).

        "Existing Improvements" shall mean Building 1, Building 2 and 
Building 3 as described in Paragraph 1 hereof together with the existing 
Equipment installed therein.

        "Expiration Date" shall mean Expiration Date as defined in 
Paragraph 5(a).

        "Fair Market Rental Value" shall mean the fair market rental value 
of the Leased Premises for the relevant Renewal Term determined in 
accordance with the procedure specified in Paragraph 29.

        "Fair Market Rental Value Date" shall mean any date on which Fair 
Market Rental Value is finally determined in accordance with 
Paragraph 29.

        "Fair Market Value" shall mean the fair market value of the Leased 
Premises as of the Relevant Date.  For all purposes of this Lease, Fair 
Market Value shall be determined in accordance with the procedure 
specified in Paragraph 29.

        "Fair Market Value Date" shall mean the date when the Fair Market 
Value is finally determined in accordance with Paragraph 29.

        "Federal Funds" shall mean federal or other immediately available 
funds which at the time of payment are legal tender for the payment of 
public and private debts in the United States of America.

        "Federal Funds Effective Rate" shall mean for any day, the rate 
set forth in the weekly statistical release designated as H.15(519), or 
any successor publication, published by the Federal Reserve Board 
(including any such successor, "H.15(519)") for such day opposite the 
caption "Federal Funds (Effective)".  If on any relevant day such rate 
is not yet published in H.15(519), the rate for such day will be the 
rate set forth in the daily statistical release designated as the 
Composite 3:30 p.m. Quotations for U.S. Government Securities, or any 
successor publication, published by the Federal Reserve Bank of New York 
(including any such successor, the "Composite 3:30 p.m. Quotations") for 
such day under the caption "Federal Funds Effective Rate."  If on any 
relevant day the appropriate rate for such day is not yet published in 
either H.15(519) or the Composite 3:30 p.m. Quotations, the rate for 
such day will be the arithmetic mean of the rates for the last 
transaction in overnight Federal Funds arranged prior to 9:00 a.m., New 
York time, on that day by each of three leading brokers of federal funds 
transactions in New York City, selected by the Landlord.

        "Final Completion Date" shall mean, individually, the Project I 
Final Completion Date or the Project II Final Completion Date, as the 
context may require, and collectively, the Project I Final Completion 
Date and the Project II Final Completion Date.

        "Hazardous Activity" means any activity, process, procedure or 
undertaking which directly or indirectly (i) procures, generates or 
creates any Hazardous Substance; (ii) causes or results in (or threatens 
to cause or result in) the release, seepage, spill, leak, flow, 
discharge or emission of any Hazardous Substance into the environment 
(including, without limitation, the air, surface water, groundwater, 
watercourses or water systems), (iii) involves the containment or 
storage of any Hazardous Substance; or (iv) would cause the Leased 
Premises or any portion thereof to become a hazardous waste treatment, 
recycling, reclamation, processing, storage or disposal facility within 
the meaning of any Environmental Law.

        "Hazardous Condition" means any condition which would support or 
be reasonably likely to result in any claim or liability under any 
Environmental Law, including the presence of underground storage tanks.

        "Hazardous Substance" means (i) any substance, material, product, 
(including, without limitation, petroleum products), derivative 
(including, without limitation, petroleum products), compound, mixture, 
mineral (including, without limitation, asbestos), chemical, gas, waste, 
contaminant or pollutant, in each case whether naturally occurring, 
man-made or the by-product of any process, that is toxic, harmful or 
hazardous or acutely hazardous to public health or safety or the 
environment or (ii) any substance supporting a claim under any 
Environmental Law, whether or not such substance is defined as hazardous 
or toxic as such under any Environmental Law.  By way of example, and 
not of limitation, Hazardous Substances include, but are not limited to, 
any toxic substance, hazardous substance, hazardous waste, hazardous 
constituent, pollutant, contaminant, industrial waste, medical waste, 
petroleum product, petroleum derivative, petroleum waste, radon, 
radioactive material, asbestos, asbestos containing materials, urea 
formaldehyde, foam insulation, lead or polychlorinated biphenyl.

        "Impositions" shall mean the Impositions as defined in 
Paragraph 9(a).

        "Improvements" shall mean the Improvements as defined in 
Paragraph 1.

        "Indemnitee" shall mean an Indemnitee as defined in Paragraph 15.

        "Initial Lender" shall mean Creditanstalt-Bankverein, its 
successors and assigns.

        "Initial Loan" shall mean the $8,221,345 loan from Initial Lender 
evidenced by a Note dated January 31, 1997.

        "Initial Term" shall mean Initial Term as defined in 
Paragraph 5(a).

        "Insurance Requirements" shall mean the requirements of all 
insurance policies required to be maintained in accordance with this 
Lease.

        "Intended Assignment Offer" shall mean Intended Assignment Offer 
as defined in Paragraph 21(d).

        "Intended Assignment Purchase Date" shall mean Intended Assignment 
Purchase Date as defined in Paragraph 21(d).

        "Intended Transaction" shall mean Intended Transaction as defined 
in Paragraph 33(b).

        "Land" shall mean the Land as defined in Paragraph 1.

        "Law" shall mean any constitution, statute, rule of law, code, 
ordinance, order, judgment, decree, injunction, rule, regulation, 
policy, requirement or administrative or judicial determination, even if 
unforeseen or extraordinary, of every duly constituted governmental 
authority, court or agency, now or hereafter enacted or in effect.

        "Lease" shall mean this Second Amended and Restated Lease 
Agreement.

        "Lease Year" shall mean any twelve (12) consecutive month period 
during the Term except that the first Lease Year commenced on 
February 16, 1995 and terminated on February 29, 1996 and the last Lease 
Year shall end on the last day of the Term.

        "Leased Premises" shall mean the Leased Premises as defined in 
Paragraph 1.

        "Legal Requirements" shall mean all present and future Laws 
(including but not limited to Environmental Laws and Laws relating to 
accessibility to, usability by, and discrimination against, disabled 
individuals) and all covenants, restrictions and conditions now or 
hereafter of record which may be applicable to Tenant or to any of the 
Leased Premises, or to the use, manner of use, occupancy, possession, 
operation, maintenance, alteration, repair or restoration of any of the 
Leased Premises, even if compliance therewith necessitates structural 
changes or improvements or results in interference with the use or 
enjoyment of any of the Leased Premises.

        "Lender" shall mean (a) Initial Lender, and (b) any person or 
entity (and their respective successors and assigns) which may, after 
the date hereof, make a Loan to Landlord or is the holder of any Note.

        "LIBOR" means the rate of interest designated by Tenant 
corresponding to the rate for one-month, two-month, three-month, 
six-month or one-year periods for LIBOR as published in The Wall Street 
Journal on the business day (the "Rate Determination Date") prior to the 
first day of the applicable period (the first such designation to be 
made as of the date hereof) which rate (a) shall remain fixed during the 
period to which the rate corresponds, (b) shall, as to each such period, 
be designated by notice to Landlord and (c) shall, as to such period, 
not extend beyond May 31, 1999 as to the Project II Improvements and (d) 
shall be the one-month rate if Tenant fails to make any required 
designation.

        If no such LIBOR rate appears in The Wall Street Journal as 
described in the foregoing paragraph, LIBOR shall be the Federal Funds 
Effective Rate on the Rate Determination Date.

        All percentages resulting from any calculations referred to in 
this definition will be rounded upwards, if necessary, to the nearest 
multiple of 1/100 of 1% and all U.S. dollar amounts used in or resulting 
from such calculations will be rounded to the nearest dollar (with fifty 
cents or more being rounded upward).

        "Loan" shall mean any loan made by one or more Lenders to 
Landlord, which loan is secured by a Mortgage and an Assignment and 
evidenced by a Note.

        "Major Alterations" shall mean Major Alterations as defined in 
Paragraph 36(a).

        "Monetary Obligations" shall mean Rent and all other sums payable 
by Tenant under this Lease to Landlord, to any third party on behalf of 
Landlord or to any Indemnitee.

        "Mortgage" shall mean any mortgage or deed of trust from Landlord 
to a Lender which (a) encumbers any of the Leased Premises and 
(b) secures Landlord's obligation to repay a Loan, as the same may be 
amended, supplemented or modified.

        "Net Award" shall mean (a) the entire award payable to Landlord or 
Lender by reason of a Condemnation whether pursuant to a judgment or by 
agreement or otherwise, or (b) the entire proceeds of any insurance 
required under clauses (i), (ii) (to the extent payable to Landlord or 
Lender), (iv), (v) or (vi) of Paragraph 16(a), as the case may be, less 
any expenses incurred by Landlord and Lender in collecting such award or 
proceeds.

        "Non-Preapproved Assignee" shall mean Non-Preapproved Assignee as 
defined in Paragraph 21(b).

        "Non-Preapproved Assignment" shall mean Non-Preapproved Assignment 
as defined in Paragraph 21(b).

        "Note" shall mean any promissory note evidencing Landlord's 
obligation to repay a Loan, as the same may be amended, supplemented or 
modified.

        "Offer Amount" shall mean (i) prior to the expiration of the 
Initial Term, the greater of (a) the Fair Market Value of the Leased 
Premises as of the Relevant Date and (b) the sum of the Acquisition Cost 
and the applicable Prepayment Premium which Landlord will be required to 
pay in prepaying any Loan with the proceeds of the Offer Amount and 
(ii) after the expiration of the Initial Term, the Fair Market Value of 
the Leased Premises as of the Relevant Date.

        "Original Landlord" shall mean Original Landlord as described in 
the BACKGROUND.

        "Partial Casualty" shall mean any Casualty which does not 
constitute a Termination Event.

        "Partial Condemnation" shall mean any Condemnation which does not 
constitute a Termination Event.

        "Permitted Encumbrances" shall mean those covenants, restrictions, 
reservations, liens, conditions, easements, declarations, licenses and 
other encumbrances, other than any Mortgage or Assignment, listed on 
Exhibit "C" hereto (but such listing shall not be deemed to revive any 
such encumbrances that have expired or terminated or are otherwise 
invalid or unenforceable).

        "Person" shall mean an individual, partnership, association, 
corporation or other entity.

        "Preapproved Assignee" shall mean Preapproved Assignee as defined 
in Paragraph 21(a).

        "Preapproved Assignment" shall mean Preapproved Assignment as 
defined in Paragraph 21(a).

        "Preapproved Sublet" shall mean Preapproved Sublet as defined in 
Paragraph 21(h).

        "Prepayment Premium" shall mean any payment (other than a payment 
of principal and/or interest which Landlord is required to make under a 
Note or a Mortgage) by reason of any prepayment by Landlord of any 
principal due under a Note or Mortgage, and which may be (in lieu of 
such prepayment premium or prepayment penalty) a "make whole" clause 
requiring a prepayment premium in an amount sufficient to compensate the 
Lender for the loss of the benefit of the Loan due to a prepayment or a 
"breakage fee" or "funding losses" as a result of any prepayment; 
provided, however, that the Prepayment Premium shall not exceed the 
prepayment premium amount that would be payable if the outstanding 
principal amount of the Loan being prepaid were the original principal 
amount of the Replacement Loan (calculated on the basis of the full 
funding of the Replacement Loan).

        "Prime Rate" shall mean the annual interest rate as published, 
from time to time, in the Wall Street Journal as the "Prime Rate" in its 
column entitled "Money Rate".  The Prime Rate may not be the lowest rate 
of interest charged by any "large U.S. money center commercial banks" 
and Landlord makes no representations or warranties to that effect.  In 
the event the Wall Street Journal ceases publication or ceases to 
publish the "Prime Rate" as described above, the Prime Rate shall be the 
average per annum discount rate (the "Discount Rate") on ninety-one (91) 
day bills ("Treasury Bills") issued from time to time by the United 
States Treasury at its most recent auction, plus three hundred (300) 
basis points.  If no such 91-day Treasury Bills are then being issued, 
the Discount Rate shall be the discount rate on Treasury Bills then 
being issued for the period of time closest to ninety-one (91) days.

        "Project I Acquisition Fee" shall mean $518,324.

        "Project I Costs" shall mean with respect to the Project I 
Improvements, the sum of $11,000,000 and the Project I Acquisition Fee.

        "Project I Final Completion Date" shall mean March 31, 1998.

        "Project I Improvements" shall mean the Improvements to Buildings 
2 and 3 as generally described in Schedule 3 to this Lease and more 
particularly described in the Project I Plans.

        "Project I Plans" shall mean Project I Plans delivered to Landlord 
on the date hereof.

        "Project II Acquisition Fee" shall mean an amount equal to the 
difference between (x) Project II Costs (exclusive of the Project II 
Acquisition Fee), divided by .955, minus (y) Project II Costs (exclusive 
of the Project II Acquisition Fee).

        "Project II Budget" shall mean the Project II Budget attached as 
Exhibit "B" to the Construction Agency Agreement as the same may be 
amended from time to time in accordance with the applicable provisions 
of the Construction Agency Agreement.

        "Project II Costs" shall mean (i) with respect to the Project II 
Improvements the lesser of (A) the sum of $50,000,000 and the Project II 
Acquisition Fee and (B) the sum of Project II Direct Costs, Project II 
Indirect Costs and the Project II Acquisition Fee.

        "Project II Direct Costs" shall mean Direct Costs as defined in 
Section 1.1 of the Construction Agency Agreement.

        "Project II Final Completion Date" shall mean the date on which 
all "punch list" items are completed with respect to the Project II 
Improvements which shall occur not later than July 31, 1999 with respect 
to Building 4 and October 31, 1999 with respect to the Building 2 and 3 
Renovations.

        "Project II Substantial Completion Date" shall mean the date on 
which a permanent certificate of occupancy is issued for Building 4, but 
in no event later than May 31, 1999.

        "Project II Improvements" shall mean, collectively, Building 4 and 
the Buildings 2 and 3 Renovations.

        "Project II Indirect Costs" shall mean Indirect Costs as defined 
in Section 1.01 of the Construction Agency Agreement.

        "Project II Plans" shall mean Plans as defined in Section 1.01 of 
the Construction Agency Agreement.

        "Project" shall mean, the Project I Improvements or Project II 
Improvements, as applicable.

        "Relevant Amount" shall mean the Termination Amount, Offer Amount 
or the Default Termination Amount, as the case may be.

        "Relevant Date" shall mean (a) the date immediately prior to the 
date on which the applicable Condemnation Notice is received, in the 
event of a Termination Notice under Paragraph 18 which is occasioned by 
a Taking, (b) the date immediately prior to the date on which the 
applicable Casualty occurs, in the event of a Termination Notice under 
Paragraph 18 which is occasioned by a Casualty, (c) the date when Fair 
Market Value is redetermined, in the event of a redetermination of Fair 
Market Value pursuant to Paragraph 20(c), (d) the date immediately prior 
to the date on which Landlord makes an Intended Assignment Offer, 
(e) the date immediately prior to the Event of Default giving rise to 
the need to determine Fair Market Value in the event Landlord provides 
Tenant with notice of its intention to require Tenant to make a 
termination offer under Paragraph 23(a)(iii), (f) the Fair Market Value 
Date, in the event Landlord receives an offer to purchase the Leased 
Premises pursuant to Paragraph 35(c), (g) with respect to a Covenant 
Breach or an Intended Transaction, the date that is the earlier of 
(i) the date immediately prior to the date on which Tenant notifies 
Landlord that an Intended Transaction or Covenant Breach will occur or 
makes a public announcement to such effect, or (ii) the date immediately 
prior to the date on which the Covenant Breach or the Intended 
Transaction occurs or, but for the acceptance by Landlord of the 
rejectable offer under Paragraph 33, would occur, and (h) the date 
immediately prior to the date on which Tenant vacates the Leased 
Premises in the event Tenant makes a Vacation Offer pursuant to 
Paragraph 38 or, with respect to any determination of Fair Market Rental 
Value, the first day of the Renewal Term for which a determination of 
Fair Market Rental Value is being made.

        "Remaining Sum" shall mean Remaining Sum as defined in 
Paragraph 19(c).

        "Renewal Term" shall mean Renewal Term as defined in 
Paragraph 5(b).

        "Rent" shall mean, collectively, Basic Rent and Additional Rent.

        "Replacement Loan" shall mean the Loan that refinances the Initial 
Loan.

        "Requisition" shall mean any temporary requisition or confiscation 
of the use or occupancy of any of the Leased Premises by any 
governmental authority, civil or military, whether pursuant to an 
agreement with such governmental authority in settlement of or under 
threat of any such requisition or confiscation, or otherwise.

        "Retention Date" shall mean the later of the date on which the 
amount of the Remaining Sum is finally determined or the date on which 
Landlord's right to the Remaining Sum is finally determined.

        "Security Deposit" shall mean Security Deposit as defined in 
Paragraph 37(a).

        "Significant Subsidiary" shall mean at any time any Subsidiary 
that would at such time constitute a "significant subsidiary" (as such 
term is defined in Regulation S-X of the Securities and Exchange 
Commission as in effect on the date hereof) of the Tenant.

        "Site Assessment" shall mean a Site Assessment as defined in 
Paragraph 10(c).

        "State" shall mean the State of California.

        "Subsidiary" shall mean any corporation, partnership, limited 
liability company, joint venture, association or other business entity 
of which the Tenant now or hereafter owns directly or indirectly, 
securities or other ownership interests having ordinary voting power to 
elect a majority of the board of directors or other governing body 
thereof.

        "Surviving Obligations" shall mean any obligations of Tenant under 
this Lease, actual or contingent, which arise on or prior to the 
expiration or prior termination of this Lease or which survive such 
expiration or termination by their own terms.

        "Taking" shall mean (a) any taking or damaging of all or a portion 
of any of the Leased Premises (i) in or by condemnation or other eminent 
domain proceedings pursuant to any Law, general or special, or (ii) by 
reason of any agreement with any condemnor in settlement of or under 
threat of any such condemnation or other eminent domain proceeding, or 
(iii) by any other means, or (b) any de facto condemnation.  The Taking 
shall be considered to have taken place as of the later of the date 
actual physical possession is taken by the condemnor, or the date on 
which the right to compensation and damages accrues under the Law 
applicable to the Leased Premises.

        "Term" shall mean the Term as defined in Paragraph 5(a).

        "Termination Amount" shall mean (i) prior to the expiration of the 
Initial Term, the greater of (a) the sum of the applicable Termination 
Value specified on Schedule 1 hereto and any Prepayment Premium which 
Landlord will be required to pay in prepaying any Loan with proceeds of 
the Termination Amount or (b) the Fair Market Value of the Leased 
Premises as of the Relevant Date and (ii) after the expiration of the 
Initial Term, the Fair Market Value of the Leased Premises as of the 
Relevant Date.

        "Termination Date" shall mean Termination Date as defined in 
Paragraph 18(b).

        "Termination Event" shall mean a Termination Event as defined in 
Paragraph 18(a).

        "Termination Notice" shall mean Termination Notice as defined in 
Paragraph 18(a).

        "Third Party Purchaser" shall mean Third Party Purchaser as 
defined in Paragraph 21(o).

        "Vacation Offer" shall mean Vacation Offer as defined in 
Paragraph 38.

        3.      Title and Condition.

        (a)     The Leased Premises are demised and let subject to (i) the 
Mortgage and Assignment presently in effect, (ii) the rights of any 
Persons in possession of the Leased Premises, (iii) the existing state 
of title of the Leased Premises, including any Permitted Encumbrances, 
(iv) any state of facts which an accurate survey or physical inspection 
of the Leased Premises might show, (v) all Legal Requirements, including 
any existing violation of any thereof, and (vi) the condition of the 
Leased Premises as of the commencement of the Term, without 
representation or warranty by Landlord.

        (b)     Tenant acknowledges that the Existing Improvements are in 
acceptable condition and repair at the inception of this Lease.  
LANDLORD LEASES AND WILL LEASE AND TENANT TAKES AND WILL TAKE THE LEASED 
PREMISES AS IS.  TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS 
LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT 
MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR 
REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED 
PREMISES, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO (i) ITS 
FITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, (ii) THE 
QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF 
ANY DEFECT, LATENT OR PATENT, (iv) LANDLORD'S TITLE THERETO, (v) VALUE, 
(vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, 
(ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, 
(xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS 
SUBSTANCE, HAZARDOUS CONDITION OR HAZARDOUS ACTIVITY OR (xvi) COMPLIANCE 
OF THE LEASED PREMISES WITH ANY LAW OR LEGAL REQUIREMENT; AND ALL RISKS 
INCIDENT THERETO ARE TO BE BORNE BY TENANT.  TENANT ACKNOWLEDGES THAT 
THE LEASED PREMISES IS OF ITS SELECTION AND TO ITS SPECIFICATIONS AND 
THAT THE EXISTING IMPROVEMENTS HAVE BEEN INSPECTED BY TENANT AND IS 
SATISFACTORY TO IT.  IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN ANY OF 
THE LEASED PREMISES OF ANY NATURE, WHETHER LATENT OR PATENT, LANDLORD 
SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO OR 
FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY 
IN TORT).  THE PROVISIONS OF THIS PARAGRAPH 3(b) HAVE BEEN  NEGOTIATED, 
AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY 
WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE 
LEASED PREMISES, ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY 
OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE.

        (c)     Tenant represents to Landlord that Tenant has examined the 
title to the Leased Premises prior to the execution and delivery of this 
Lease and has found the same to be satisfactory for the purposes 
contemplated hereby.  Tenant represents and warrants that (i) Tenant has 
conveyed fee simple title (both legal and equitable) in the Leased 
Premises to Landlord and that Tenant has only the leasehold right of 
possession and use of the Leased Premises as provided herein, (ii) the 
Existing Improvements conform and on the applicable Final Completion 
Date the applicable Project shall conform to all material Legal 
Requirements and all Insurance Requirements, (iii) to Tenant's knowledge 
all permits, licenses, approvals, consents and easements necessary or 
appropriate for the use or operation of the Leased Premises have been 
obtained, (iv) all contractors engaged by Tenant and to Tenant's 
knowledge, all subcontractors who have performed work on or supplied 
materials to the Existing Improvements have been fully paid or Tenant is 
holding retainage sufficient to pay such contractors in full, and all 
materials and supplies have been fully paid for or Tenant is holding 
retainage sufficient to pay for such materials and supplies in full, 
(v) the Existing Improvements have been fully completed, and on the 
applicable Final Completion Date the applicable Project shall be 
completed in all material respects in a workmanlike manner of first 
class quality, and (vi) all Equipment necessary or appropriate for the 
use or operation of the Leased Premises has been installed and is 
presently fully operative in all material respects, and on the Project I 
Final Completion Date and Project II Final Completion Date, as 
applicable, all Equipment necessary or appropriate for the use and 
operation of the applicable Project shall have been installed and shall 
be fully operative in all material respects.

        (d)     Landlord hereby assigns to Tenant, without recourse or 
warranty whatsoever, all warranties, guaranties, indemnities and similar 
rights which Landlord may have against any manufacturer, seller, 
engineer, contractor or builder in respect of any of the Leased 
Premises.  Such assignment shall remain in effect until an Event of 
Default occurs or until the expiration or earlier termination of this 
Lease, whereupon such assignment shall cease and all of said warranties, 
guaranties, indemnities and other rights shall automatically revert to 
Landlord.

        (e)     As of the date hereof, Landlord has acquired a portion of 
the Project I Improvements.  Tenant covenants and agrees to cause the 
Project I Improvements to be completed in a good and workmanlike manner 
no later than the Project I Final Completion Date in accordance with the 
terms of the Completion Agreement and shall pay in full all Project I 
Costs no later than April 1, 1998, subject, however, to Tenant's right 
to contest under Paragraph 14 hereof.  All acknowledgments of Tenant 
regarding the Leased Premises contained in Paragraph 3(b) shall be 
deemed to have been made with respect to Project I as of the Project I 
Final Completion Date.

        (f)     Pursuant to the Construction Agency Agreement, Tenant will 
cause the Project II Improvements to be constructed with funds more 
particularly described in the Construction Agency Agreement.  The 
Project II Improvements will be owned by Landlord and included within 
the Leased Premises.  Tenant acknowledges that the Project II 
Improvements have not yet been constructed and that, pursuant to the 
Construction Agency Agreement entered into by Landlord and Tenant, 
Tenant has the responsibility for causing the Project II Improvements to 
be completed in accordance with the terms of the Construction Agency 
Agreement.  Landlord will not make any representations or warranties 
with respect to the Project II Improvements.  Tenant further 
acknowledges that, upon occurrence of an Event of Default, Landlord may 
terminate the Construction Agency Agreement, and in addition to all 
other remedies of Landlord under this Lease, Landlord shall have the 
right but not the obligation to complete construction of the Project II 
Improvements in accordance with the Project II Plans.  If Landlord so 
completes construction of the Project II Improvements, Tenant will not 
be excused from paying all Rent due pursuant to the terms of this Lease, 
and Landlord shall have the right to exercise any or all of its remedies 
hereunder following an Event of Default.  All acknowledgments of Tenant 
regarding the Leased Premises contained in Paragraph 3(b) shall be 
deemed to have been made with respect to the Project II Improvements as 
of the Project II Final Completion Date.

        4.      Use of Leased Premises; Quiet Enjoyment.

        (a)     Tenant may occupy and use the Leased Premises for offices, 
manufacturing, warehouse, distribution and research and development and 
uses ancillary thereto and for no other purpose without Landlord's prior 
written consent, which shall not be unreasonably withheld, delayed or 
conditioned.  Tenant shall not use or occupy or permit any of the Leased 
Premises to be used or occupied, nor do or permit anything to be done in 
or on any of the Leased Premises, in a manner which would or might 
(i) violate any Law, Legal Requirement or Easement Agreement, (ii) make 
void or voidable or cause any insurer to cancel any insurance required 
by this Lease, or make it difficult or impossible to obtain any such 
insurance at commercially reasonable rates, (iii) make void or voidable, 
or cancel or cause to be cancelled or released any warranty, guaranty or 
indemnity, (iv) cause structural injury to any of the Improvements or 
(v) constitute a public or private nuisance or waste.

        (b)     Subject to the provisions hereof, so long as no Event of 
Default has occurred and is continuing, Tenant shall quietly hold, 
occupy and enjoy the Leased Premises throughout the Term, without any 
hindrance, ejection or molestation by Landlord with respect to matters 
that arise after the date hereof, provided that Landlord may, upon not 
less than 48 hours' notice to Tenant, enter upon and examine any of the 
Leased Premises at such reasonable times as Landlord may elect (except 
that no notice shall be required if an Event of Default exists and 
remains uncured), for the purpose of inspecting the Leased Premises, 
verifying compliance or non-compliance by Tenant with its obligations 
hereunder and the existence or non-existence of an Event of Default or 
event which with the passage of time and/or notice would constitute an 
Event of Default, showing the Leased Premises to prospective Lenders and 
purchasers and taking such other action with respect to the Leased 
Premises as is permitted by any provision hereof.

        5.      Term.

        (a)     Subject to the provisions hereof, Tenant shall have and hold 
the Leased Premises for an initial term (herein, the "Initial Term", and 
the Initial Term, as extended or renewed in accordance with the 
provisions hereof, being called the "Term") that commenced on 
February 16, 1995 (the "Commencement Date") and that expires on May 31, 
2014 (the "Expiration Date").  If all Rent and all other sums due 
hereunder shall not have been fully paid by the end of the Term, 
Landlord may, at its option, extend the Term until all said sums shall 
have been fully paid.

        (b)     Provided that if, on or prior to the Expiration Date or any 
other Renewal Date (as hereinafter defined) (i) no Event of Default 
exists and remains uncured, and (ii) this Lease shall not have been 
terminated pursuant to any provision hereof, then on the Expiration Date 
and on the fifth (5th) and tenth (10th) anniversaries of the Expiration 
Date, each such anniversary being a "Renewal Date", the Term shall be 
deemed to have been automatically extended for an additional period of 
five (5) years, and on the fifteenth (15th) anniversary of the 
Expiration Date for eight (8) months, such anniversary also being a 
"Renewal Date", the Term shall be deemed to have been automatically 
extended (each such extension period, a "Renewal Term"), unless in any 
case Tenant shall notify Landlord in writing at least one (1) year prior 
to the next Renewal Date that Tenant is terminating this Lease as of the 
next Renewal Date.  If Tenant elects not to extend the Term of this 
Lease then, prior to the expiration date, Tenant shall, at the request 
of Landlord, provide to Landlord a Termination of Lease in recordable 
form.  Any such extension of the Term shall be subject to all of the 
provisions of this Lease, as the same may be amended, supplemented or 
modified.

        (c)     If Tenant exercises its option not to extend or further 
extend the Term, or if an Event of Default exists, then Landlord shall 
have the right during the remainder of the Term then in effect and, in 
any event, Landlord shall have the right during the last year of the 
Term, to (i) advertise the  availability of the Leased Premises for sale 
or reletting and to erect upon the Leased Premises signs indicating such 
availability and (ii) upon reasonable prior notice to Tenant show the 
Leased Premises to prospective purchasers or tenants or their agents at 
such reasonable times as Landlord may select and as may be approved by 
Tenant, such approval not to be unreasonably withheld or delayed (except 
that no approval shall be required if an Event of Default exists and 
remains uncured).

        6.      Basic Rent.  Landlord acknowledges that all Basic Rent has 
been paid through January 31, 1998.  Tenant shall pay to Landlord, as 
annual rent for the Leased Premises during the portion of the Term 
remaining from and after February 1, 1998, the amounts determined in 
accordance with Exhibit "D" hereto ("Basic Rent").  Payments shall be 
made on March 1, 1998 and on the first day of each month during the 
remainder of the Term (each such day being a "Basic Rent Payment Date"). 
 Each such rental payment shall be made, (a) at Landlord's sole 
discretion, to Landlord at its address set forth above and/or to such 
one or more other Persons, at such addresses and in such proportions as 
Landlord may direct by fifteen (15) days' prior written notice to Tenant 
(in which event Tenant shall give Landlord notice of each such payment 
concurrent with the making thereof), and (b) in funds available to 
Landlord on the applicable Basic Rent Payment Date.

        7.      Additional Rent.

        (a)     Tenant shall pay and discharge, as additional rent 
(collectively, "Additional Rent"):

                (i)  except as otherwise specifically provided herein, 
all costs and expenses of Tenant and all reasonable costs 
and expenses of, Landlord and any other Persons specifically 
referenced herein which are incurred in connection or 
associated with (A) the use, non-use, occupancy, possession, 
operation, condition, design, construction, maintenance, 
alteration, repair or restoration of any of the Leased 
Premises, (B) the performance of any of Tenant's obligations 
under this Lease, (C) any sale or other transfer of any of 
the Leased Premises to Tenant under this Lease, (D) any 
Condemnation proceedings, (E) the adjustment, settlement or 
compromise of any insurance claims involving or arising from 
any of the Leased Premises, (F) the prosecution, defense or 
settlement of any litigation involving or arising from any 
of the Leased Premises, this Lease, or the sale of the 
Leased Premises to Landlord, (G) the enforcement by 
Landlord, its successors and assigns, of any of its rights 
under this Lease, (H) any amendment to or modification or 
termination of this Lease made at the request of Tenant, 
(I) Costs of Landlord's and Lender's counsel incurred in 
connection with the preparation, negotiation and execution 
of this Lease, Costs of Landlord's and Lender's counsel 
incurred in connection with the review and/or negotiation of 
documents requested by Tenant and Costs of third party 
consultants retained by Landlord in connection with any act 
undertaken by Landlord at  the request of Tenant, or 
incurred in connection with any act of Landlord performed on 
behalf of Tenant that Landlord has the right to perform 
under the terms of this Lease, (J) the reasonable cost of a 
consultant retained by Lender to review plans, 
specifications, and contracts in connection with any 
Alteration for which the approval of Lender is required or 
permitted under the terms of the Mortgage and the reasonable 
costs of Lender in connection with any inspection of the 
Leased Premises, (K) out-of-pocket costs incurred by Lender 
in connection with an Event of Default, (L) costs and 
expenses of any trustee under any Mortgage and (M) any other 
items specifically required to be paid by Tenant under this 
Lease, which costs and expenses shall include, without 
limitation, all Costs, judgments, settlement amounts, 
Impositions, insurance premiums, appraisal fees, the cost of 
performing and reporting any Site Assessment if an 
Environmental Violation is found, the cost of monitoring 
compliance with the provisions of Paragraph 10(f) hereof, 
including the reasonable cost of consultants retained by 
Landlord and Lender, the cost of curing any Environmental 
Violation, and the cost of complying with all Legal 
Requirements, fines, penalties and interest;

                (ii)  after the date all or any portion of any 
installment of Basic Rent is due and not paid, an amount 
("Late Charge") equal to three percent (3%) of the amount of 
such unpaid installment or portion thereof; provided, 
however, that with respect to the first two late payments of 
all or any portion of any installment of Basic Rent in any 
consecutive twelve (12) month period the Late Charge shall 
not be due and payable unless the Basic Rent has not been 
paid within three (3) business days following receipt by 
Tenant of written notice that such installment has not been 
received;

                (iii)  a sum equal to any additional sums (including 
any late charge, default penalties, interest and fees of 
Lender's counsel) which are payable by Landlord to any 
Lender under any Note by reason of Tenant's late payment or 
non-payment of Basic Rent or by reason of an Event of 
Default; and

                (iv)  interest at the rate per annum (the "Default 
Rate") equal to the default interest rate per annum in the 
Note on the following sums until paid in full:  (A) all 
overdue installments of Basic Rent from the respective due 
dates thereof, (B) all overdue amounts of Additional Rent 
relating to obligations which Landlord shall have paid on 
behalf of Tenant, from the date Tenant receives notice of 
payment thereof by Landlord, and (C) all other overdue 
amounts of Additional Rent, from the date that Tenant 
receives notice any such amount has become overdue.

        (b)     Tenant shall pay and discharge (i) any Additional Rent 
referred to in Paragraph 7(a)(i) when the same shall become due, 
provided that amounts which are billed to Landlord or any third party, 
but not to Tenant, shall be paid within five (5) days after Landlord's 
demand for payment thereof, and (ii) any other Additional Rent, 
immediately upon Landlord's demand for payment thereof.

        (c)     In no event shall amounts payable under Paragraph 7(a)(ii), 
(iii) and (iv) exceed the maximum amount permitted by applicable Law.

        8.      Net Lease; Non-Terminability.

        (a)     This is a net lease and all Monetary Obligations shall be 
paid without notice or demand and without  set-off, counterclaim, 
recoupment, abatement, suspension, deferment, diminution, deduction, 
reduction or defense, except as specifically provided herein to the 
contrary (collectively, a "Set-Off").

        (b)     Except as otherwise expressly provided herein, this Lease 
and the rights of Landlord and the obligations of Tenant hereunder shall 
not be affected by any event or for any reason, including the following: 
 (i) any damage to or theft, loss or destruction of any of the Leased 
Premises, (ii) any Condemnation, (iii) the prohibition, limitation or 
restriction of Tenant's use of any of the Leased Premises, (iv) any 
eviction by paramount title or otherwise, (v) Tenant's acquisition of 
ownership of any of the Leased Premises other than pursuant to an 
express provision of this Lease, (vi) any default on the part of 
Landlord hereunder or under any Note, Mortgage, Assignment or any other 
agreement, (vii) any latent or other defect in any of the Leased 
Premises, (viii) the breach of any warranty of any seller or 
manufacturer of any of the Equipment, (ix) any violation of 
Paragraph 4(b) or any other provision of this Lease by Landlord, (x) the 
bankruptcy, insolvency, reorganization, composition, readjustment, 
liquidation, dissolution or winding-up of, or other proceeding affecting 
Landlord or Tenant, (xi) the exercise of any remedy, including 
foreclosure, under any Mortgage or Assignment, (xii) any action with 
respect to this Lease (including the disaffirmance hereof) which may be 
taken by Landlord, any trustee, receiver or liquidator of Landlord or 
any court under the Federal Bankruptcy Code or otherwise, (xiii) any 
interference with Tenant's use of the Leased Premises, (xiv) market or 
economic changes or (xv) any other cause, whether similar or dissimilar 
to the foregoing, any present or future Law to the contrary 
notwithstanding.

        (c)     The obligations of Tenant hereunder shall be separate and 
independent covenants and agreements, all Monetary Obligations shall 
continue to be payable in all events (or, in lieu thereof, Tenant shall 
pay amounts equal thereto), and the obligations of Tenant hereunder 
shall continue unaffected unless the requirement to pay or perform the 
same shall have been terminated pursuant to an express provision of this 
Lease.  All Rent payable by Tenant hereunder shall constitute "rent" for 
all purposes (including Section 502(b)(6) of the Federal Bankruptcy 
Code).

        (d)     Except as otherwise expressly provided herein, Tenant shall 
have no right and hereby waives all rights which it may have under any 
Law (i) to quit, terminate or surrender this Lease or any of the Leased 
Premises, or (ii) to any Set-Off of any Monetary Obligations.

        9.      Payment of Impositions.

        (a)     Tenant shall, not later than the due date thereof, or at 
least five (5) days prior to the day before any fine, interest, penalty 
or cost may be added thereto or imposed, or at least five (5) days prior 
to the day any lien may be filed for the non-payment thereof (if such 
day is used to determine the due date of the respective item), pay and 
discharge all taxes (including real and personal property, franchise, 
sales and rent taxes), all charges for any easement or agreement 
maintained for the benefit of any of  the Leased Premises, all 
assessments and levies, all permit, inspection and license fees, all 
rents and charges for water, sewer, utility and communication services 
relating to any of the Leased Premises, all ground rents and all other 
public charges whether of a like or different nature, even if unforeseen 
or extraordinary, imposed upon or assessed against (i) Tenant, (ii) any 
of the Leased Premises, including any increases in real estate taxes 
from a reassessment of the Leased Premises by the applicable taxing 
authority as a result of any transfer of the Leased Premises (A) to any 
affiliate of Landlord or Landlord's parent of which Landlord's parent 
directly or indirectly owns beneficially more than fifty percent (50%) 
or (B) to Landlord's parent so long as in any such case Tenant has an 
opportunity to review and comment upon the structure of such transfer 
prior to the occurrence thereof, (iii) Landlord as a result of or 
arising in respect of the acquisition, ownership, occupancy, leasing, 
use, possession or sale of any of the Leased Premises, any activity 
conducted on any of the Leased Premises, or the Rent, or (iv) any Lender 
by reason of any Note, Mortgage, Assignment or other document evidencing 
or securing a Loan and which (as to this clause (iv)) Landlord has 
agreed to pay (collectively, the "Impositions"); provided, that nothing 
herein shall obligate Tenant to pay (A) income, excess profits or other 
taxes of Landlord (or Lender) which are determined on the basis of 
Landlord's (or Lender's) net income or net worth (unless such taxes are 
a substitute for any then existing tax, assessment or other charge upon 
or with respect to the Leased Premises which, if it were in effect, 
would be payable by Tenant under the provisions hereof or by the terms 
of such tax, assessment or other charge), (B) any estate, inheritance, 
succession, gift or similar tax imposed on Landlord or Lender, (C) any 
capital gains tax imposed on Landlord in connection with the sale of the 
Leased Premises to any Person or (D) any increases in real estate taxes 
from a reassessment of the Leased Premises by the applicable taxing 
authority as a result of (x) any sale or transfer of the Leased Premises 
or, (y) any sale or transfer of ownership interests by any member of 
Landlord, except as provided in (ii) above.  If any Imposition may be 
paid in installments without interest or penalty, Tenant shall have the 
option to pay such Imposition in installments; in such event, Tenant 
shall be liable only for those installments which accrue or become due 
and payable during the Term.  Tenant shall prepare and file all tax 
reports required by governmental authorities which relate to the 
Impositions.  Tenant shall deliver to Landlord (1) copies of all 
settlements and notices pertaining to the Impositions which may be 
issued by any governmental authority within ten (10) days after Tenant's 
receipt thereof, (2) receipts for payment of all taxes required to be 
paid by Tenant hereunder within thirty (30) days after the due date 
thereof and (3) receipts for payment of all other Impositions within ten 
(10) days after Landlord's request therefor.  Any refunds of Impositions 
attributable to any period during the Term shall be payable to, and 
shall be the property of, Tenant.

        (b)     Landlord shall have the right at any time following the 
occurrence and during the continuation of an Event of Default to require 
Tenant to pay to Landlord (or Lender if Landlord is so required pursuant 
to the terms of the Mortgage) an additional monthly sum (the "Escrow 
Payments") sufficient to pay the Escrow Charges (as hereinafter defined) 
as they become due.  As used herein, "Escrow Charges" shall mean real 
estate taxes on the Leased Premises or payments in lieu thereof and 
premiums on any insurance required by this Lease.  Landlord shall 
determine the amount of the Escrow Charges and of each Escrow Payment.  
As long as the Escrow Payments are being held by Landlord and not 
Lender, or if Lender shall hold the Escrow Payments and shall so agree, 
 the Escrow Payments shall not be commingled with other funds of 
Landlord or other Persons and interest shall accrue thereon for the 
benefit of Tenant, from the date such monies are received by or on 
behalf of Landlord to the date such monies are disbursed to pay Escrow 
Charges.  Landlord or Lender, as the case may be, shall apply the Escrow 
Payments to the payment of the Escrow Charges in such order or priority 
as Landlord shall determine or as required by law.  If at any time the 
Escrow Payments theretofore paid to Landlord or Lender, as the case may 
be, shall be insufficient for the payment of the Escrow Charges, Tenant, 
within ten (10) days after Landlord's demand therefor, which shall 
include written verification of such deficiency, shall pay the amount of 
the deficiency to Landlord.

        10.     Compliance with Laws and Easement Agreements; Environmental 
Matters.

        (a)     Tenant shall, at its sole expense, be in material compliance 
with and conform to, and cause any other Person occupying any part of 
the Leased Premises to be in material compliance with and conform to, 
all Insurance Requirements and Legal Requirements (except that Tenant 
and the Leased Premises shall be in absolute compliance with all 
applicable Environmental Laws).  Tenant shall not at any time (i) cause, 
permit or suffer to occur any material Environmental Violation or 
(ii) permit any sublessee, assignee or other Person occupying the Leased 
Premises under or through Tenant to cause, permit or suffer to occur any 
material Environmental Violation and, at the request of Landlord or 
Lender, Tenant shall promptly remediate or undertake any other 
appropriate response action to correct any existing Environmental 
Violation, however immaterial.

        (b)     Tenant, at its sole cost and expense, will at all times 
promptly and faithfully abide by, discharge and perform all of the 
covenants, conditions and agreements contained in any Easement Agreement 
on the part of Landlord or other occupier of the Leased Premises, to be 
kept and performed thereunder.  Tenant will not alter, modify, amend or 
terminate any Easement Agreement, give any consent or approval 
thereunder, or enter into any new Easement Agreement without, in each 
case, the prior written consent of Landlord, which consent shall not be 
unreasonably withheld.  Any such new Easement Agreement shall 
automatically be a Permitted Encumbrance.

        (c)     In connection with the refinancing of the Initial Loan or as 
reasonably requested by a Lender and in any other case not more 
frequently than once every three (3) years or at any other time that, in 
the opinion of Landlord or Lender, a reasonable basis exists to believe 
that an Environmental Violation exists or a condition that could be 
reasonably expected to result in an Environmental Violation exists, upon 
prior written notice from Landlord or Lender, Tenant shall permit such 
persons as Landlord or Lender may designate ("Site Reviewers") to visit 
the Leased Premises at reasonable times agreed to by Tenant and perform, 
as agents of Tenant, environmental site investigations and assessments 
("Site Assessments") on the Leased Premises for the purpose of 
investigating the Leased Premises.  In addition to the permitted Site 
Assessments, the Site Reviewers shall have the right to  obtain from 
Tenant information reasonably necessary to update any Site Assessment.  
Such Site Assessments may include both above and below the ground 
testing for Environmental Violations and such other tests as may be 
reasonably necessary, in the opinion of the Site Reviewers, to conduct 
the Site Assessments.  Tenant shall supply to the Site Reviewers such 
historical and operational information regarding the Leased Premises as 
may be reasonably requested by the Site Reviewers to facilitate the Site 
Assessments, and shall make available for meetings with the Site 
Reviewers appropriate personnel having knowledge of such matters.  
Landlord shall pay the cost of any such Site Assessment unless an 
Environmental Violation is found, in which event the cost shall be paid 
by Tenant.

        (d)     If an Environmental Violation occurs or is found to exist 
and, in Landlord's reasonable judgment, the cost of remediation of, or 
other response action with respect to, the same is likely to exceed 
$250,000, or, if an Event of Default under Paragraph 22(a)(i) hereof has 
occurred during the immediately preceding twelve (12) month period, 
$50,000, Tenant shall provide to Landlord and Lender within ten (10) 
days after Landlord's or Lender's request therefor, adequate financial 
assurances that Tenant will effect such remediation or other response 
action in accordance with applicable Environmental Laws.

        (e)     Notwithstanding any other provision of this Lease, if an 
Environmental Violation occurs or is found to exist that would render 
the Leased Premises untenantable or unmarketable and the Term would 
otherwise terminate or expire, then, at the option of Landlord, the Term 
shall be automatically extended beyond the date of termination or 
expiration and this Lease shall remain in full force and effect beyond 
such date until the earlier to occur of (i) the completion of all 
remedial or other response action in accordance with applicable 
Environmental Laws or (ii) the date specified in a written notice from 
Landlord to Tenant terminating this Lease.

        (f)     If Tenant fails to comply with (or promptly commence to 
comply with and diligently pursue to completion) any requirement of any 
Environmental Law in connection with any Environmental Violation which 
occurs or is found to exist, then after ten (10) days prior notice to 
Tenant (except that no notice shall be required if any emergency exists) 
Landlord and/or Lender shall have the right (but no obligation) to take 
any and all actions as Landlord and/or Lender shall deem necessary or 
advisable in order to cure such Environmental Violation.

        (g)     Tenant shall notify Landlord and Lender immediately after 
becoming aware of any Environmental Violation (or alleged Environmental 
Violation) or noncompliance with any of the covenants contained in this 
Paragraph 10 and shall forward to Landlord and Lender immediately upon 
receipt thereof copies of all orders, claims, reports, notices, permits, 
applications or other communications relating to any such violation or 
noncompliance.

        (h)     All future leases, subleases or concession agreements 
relating to the Leased Premises entered into by Tenant shall contain 
covenants of the other party thereto which are comparable to the 
covenants contained in this Paragraph 10.

        (i)     Tenant shall not release The Perkin-Elmer Corporation ("PE") 
from any of its obligations under the Asset Purchase Agreement, dated 
March 16, 1990, between Tenant and PE that relate to clause (f) of 
Section 6.2 thereof or otherwise amend said clause (f) or any other 
applicable provision without having obtained the prior written approval 
of Landlord and Lender.  Tenant represents and warrants to Landlord that 
the indemnity under clause (f) of Section 6.2 includes 1, 
1-dichloroethene on the Leased Premises.

        11.     Liens; Recording.

        (a)     Tenant shall not, directly or indirectly, create or permit 
to be created or to remain and shall promptly discharge or remove any 
lien, levy or encumbrance on any of the Leased Premises or on any Rent 
or any other sums payable by Tenant under this Lease, other than any 
Mortgage or Assignment, the Permitted Encumbrances and any mortgage, 
lien, encumbrance or other charge created by or resulting solely from 
any act or omission of Landlord.  NOTICE IS HEREBY GIVEN THAT LANDLORD 
SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO 
BE FURNISHED TO TENANT OR TO ANYONE HOLDING OR OCCUPYING ANY OF THE 
LEASED PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS' OR OTHER 
LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR 
AFFECT THE INTEREST OF LANDLORD IN AND TO ANY OF THE LEASED PREMISES.  
LANDLORD May AT ANY TIME, AND AT LANDLORD'S REQUEST TENANT SHALL 
PROMPTLY, POST ANY NOTICES ON THE LEASED PREMISES REGARDING SUCH 
NON-LIABILITY OF LANDLORD.

        (b)     Tenant shall execute, deliver and record, file or register 
(collectively, "record") all such instruments as may be required or 
permitted by any present or future Law in order to evidence the 
respective interests of Landlord and Tenant in the Leased Premises, and 
shall cause a memorandum of this Lease (or, if such a memorandum cannot 
be recorded, this Lease), and any supplement hereto or thereto, to be 
recorded in such manner and in such places as may be required or 
permitted by any present or future Law in order to protect the validity 
and priority of this Lease.

        12.     Maintenance and Repair.

        (a)     Tenant shall at all times maintain, at Tenant's sole cost 
and expense, the Existing Premises and the Adjoining Property in 
substantially as good repair and appearance as they are in on the date 
hereof and shall at all times maintain the Project I Improvements and 
Project II Improvements in substantially as good repair and appearance 
as they are on the Project I Final Completion Date and Project II Final 
Completion Date, ordinary wear and tear excepted, and fit to be used for 
their intended use in accordance with the practices generally recognized 
as then acceptable by other companies in its industry, and, in the case 
of the Equipment, in as good mechanical condition as it was on the later 
of the date hereof or the date of its installation, except for ordinary 
wear and tear.  Tenant shall take every other reasonable action 
necessary or appropriate for the preservation and safety of the Leased 
Premises.  Tenant shall promptly make all Alterations of every kind and 
nature, whether foreseen or unforeseen, which may be required to comply 
with the foregoing requirements of this Paragraph 12(a).  Landlord shall 
not be required to make any Alteration, whether foreseen or unforeseen, 
or to maintain any of the Leased Premises or Adjoining Property in any 
way, and Tenant hereby expressly waives any right which may be provided 
for in any Law now or hereafter in effect to make Alterations at the 
expense of Landlord or to require Landlord to make Alterations.  Any 
Alteration made by Tenant pursuant to this Paragraph 12 shall be made in 
conformity with the provisions of Paragraph 13.

        (b)     If any Improvement, now or hereafter constructed, shall 
(i) encroach upon any setback or any property, street or right-of-way 
adjoining the Leased Premises, (ii) violate the provisions of any 
restrictive covenant affecting the Leased Premises, (iii) hinder or 
obstruct any easement or right-of-way to which any of the Leased 
Premises is subject or (iv) impair the rights of others in, to or under 
any of the foregoing, Tenant shall, at Tenant's sole cost and expense, 
promptly after receiving a notice thereof, correct such condition from 
the party entitled to make such demand, and either (A) obtain from all 
necessary parties waivers or settlements of all claims, liabilities and 
damages resulting from each such encroachment, violation, hindrance, 
obstruction or impairment, whether the same shall affect Landlord, 
Tenant or both, or (B) take such action as shall be necessary to remove 
all such encroachments, hindrances or obstructions and to end all such 
violations or impairments, including, if necessary, making Alterations.

        13.     Alterations and Improvements.

        (a)     Tenant shall have the right, without having obtained the 
prior written consent of Landlord and Lender, to make (i) non-structural 
Alterations to the Leased Premises, (ii) structural Alterations or a 
series of related structural Alterations that, as to any such 
Alterations or series of related Alterations, do not cost in excess of 
$1,000,000 or, with respect to Alterations to any "clean room" test area 
in Buildings 2, 3 or 4 and any "process laboratory" in Buildings 2, 3 
and 4, $2,500,000, (iii) to install Equipment in the Improvements or 
accessions to the Equipment that, as to such Equipment or accessions, do 
not cost in excess of $1,000,000 or, with respect to Alterations to any 
"clean room" test area in Buildings 2, 3 and 4 and any "process 
laboratory" in Buildings 2, 3 and 4 $2,500,000, and (iv) the Alterations 
identified in Schedule 2 attached hereto, so long as at the time of 
construction or installation of any such Equipment or Alterations 
pursuant to clauses (i) through (iv) no Event of Default exists and the 
value and utility of the Leased Premises is not diminished thereby and 
no such Alterations shall be permitted under this Paragraph 13 with 
respect to the Project II Improvements until the Project II Final 
Completion Date.  If the cost of any structural Alterations, series of 
related structural Alterations, Equipment or accessions thereto is in 
excess of $1,000,000 or, with respect to Alterations to any "clean room" 
test area in Buildings 2, 3 or 4 and any "process laboratory" in 
Buildings 2, 3 or 4, $2,500,000, the prior written approval of Lender 
shall be required, such approval not to be unreasonably withheld, 
delayed or conditioned, but may be withheld if an Event of Default 
exists and remains uncured.  Tenant shall not construct upon the Land 
any additional buildings without having first obtained the prior written 
consent of Landlord and Lender.

        (b)     If Tenant makes any Alterations pursuant to this 
Paragraph 13 or Paragraph 36 or as required by Paragraph 12 or 17 (such 
Alterations and actions being hereinafter collectively  referred to as 
"Work"), whether or not Landlord's or Lender's consent is required, then 
(i) the market value of the Leased Premises shall not be lessened by any 
such Work or its usefulness impaired, (ii) all such Work shall be 
performed by Tenant in a good and workmanlike manner, (iii) all such 
Work shall be expeditiously completed in compliance with all Legal 
Requirements, (iv) all such Work shall comply with the Insurance 
Requirements, (v) if any such Work involves the replacement of Equipment 
or parts thereto, all replacement Equipment or parts shall have a value 
and useful life so as not to diminish the value of the Improvements, 
(vi) Tenant shall promptly discharge or remove all liens filed against 
any of the Leased Premises arising out of such Work, (vii) Tenant shall 
procure and pay for all permits and licenses required in connection with 
any such Work, (viii) all such Work that constitutes part of the Leased 
Premises shall be the property of Landlord and shall be subject to this 
Lease, and Tenant shall execute and deliver to Landlord any document 
requested by Landlord evidencing the assignment to Landlord of all 
estate, right, title and interest (other than the leasehold estate 
created hereby) of Tenant or any other Person thereto or therein, and 
(ix) Tenant shall comply, to the extent requested by Landlord or 
required by this Lease, with the provisions of Paragraph 19(a), whether 
or not such Work involves restoration of the Leased Premises.

        14.     Permitted Contests.  Notwithstanding any other provision of 
this Lease, Tenant shall not be required to (a) pay any Imposition, 
(b) comply with any Legal Requirement, (c) discharge or remove any lien 
referred to in Paragraph 11 or 13 or (d) take any action with respect to 
any encroachment, violation, hindrance, obstruction or impairment 
referred to in Paragraph 12(b) (such non-compliance with the terms 
hereof being hereinafter referred to collectively as "Permitted 
Violations"), so long as at the time of such contest no Event of Default 
exists and so long as Tenant shall contest, in good faith, the 
existence, amount or validity thereof, the amount of the damages caused 
thereby, or the extent of its or Landlord's liability therefor by 
appropriate proceedings which shall operate during the pendency thereof 
to prevent or stay (i) the collection of, or other realization upon, the 
Permitted Violation so contested, (ii) the sale, forfeiture or loss of 
any of the Leased Premises or any Rent to satisfy or to pay any damages 
caused by any Permitted Violation, (iii) any material interference with 
the use or occupancy of any of the Leased Premises, (iv) any 
interference with the payment of any Rent, (v) the cancellation or 
increase in the rate of any insurance policy or a statement by the 
carrier that coverage will be denied or (vi) the enforcement or 
execution of any injunction, order or Legal Requirement with respect to 
the Permitted Violation.  Tenant shall provide Landlord security which 
is satisfactory, in Landlord's reasonable judgment, to assure that such 
Permitted Violation is corrected, including all Costs, interest and 
penalties that may be incurred or become due in connection therewith.  
While any proceedings which comply with the requirements of this 
Paragraph 14 are pending and the required security (if any) is held by 
Landlord, Landlord shall not have the  right to correct any Permitted 
Violation thereby being contested unless Landlord is required by Law to 
correct such Permitted Violation and Tenant's contest does not prevent 
or stay such requirement as to Landlord.  Each such contest shall be 
promptly and diligently prosecuted by Tenant to a final conclusion, 
except that Tenant, so long as the conditions of this Paragraph 14 are 
at all times complied with, has the right to attempt to settle or 
compromise such contest through negotiations.  Tenant shall pay any and 
all losses, judgments, decrees and Costs in connection with any such 
contest and shall, promptly after the final determination of such 
contest, fully pay and discharge the amounts which shall be levied, 
assessed, charged or imposed or be determined to be payable therein or 
in connection therewith, together with all penalties, fines, interest 
and Costs thereof or in connection therewith, and perform all acts the 
performance of which shall be ordered or decreed as a result thereof.  
No such contest shall subject Landlord or Lender to the risk of any 
civil or criminal liability.

        15.     Indemnification. 

        (a)     Tenant shall pay, protect, indemnify, save and hold harmless 
Landlord, Lender, its officers, directors, shareholders, employees and 
trustees and all other Persons described in Paragraph 30 (each an 
"Indemnitee") from and against any and all liabilities, obligations, 
fines, losses, damages (including punitive damages), penalties, Costs, 
causes of action, suits, claims, demands or judgments of any nature 
whatsoever, howsoever caused, without regard to the form of action and 
whether based on strict liability, gross negligence, negligence or any 
other theory of recovery at law or in equity, arising from (i) any 
matter pertaining to the acquisition (or the negotiations leading 
thereto), ownership, use, non-use, occupancy, operation, condition, 
design, construction, maintenance, repair or restoration of the Leased 
Premises or Adjoining Property, (ii) any casualty in any manner arising 
from the Leased Premises or Adjoining Property, whether or not Landlord 
has or should have knowledge or notice of any defect or condition 
causing or contributing to said casualty, (iii) any violation by Tenant 
of any provision of this Lease, any contract or agreement to which 
Tenant is a party, any Legal Requirement or any Permitted Encumbrance or 
(iv) any alleged, threatened or actual Environmental Violation, however 
immaterial, including (A) liability for response costs and for costs of 
removal and remedial action incurred by the United States Government, 
any state or local governmental unit or any other Person, or damages 
from injury to or destruction or loss of natural resources, including 
the reasonable costs of assessing such injury, destruction or loss, 
incurred pursuant to Section 107 of CERCLA, or any successor section or 
act or provision of any similar state or local Law, (B) liability for 
costs and expenses of abatement, correction or clean-up, fines, damages, 
response costs or penalties which arise from the provisions of any of 
the other Environmental Laws and (C) liability for personal injury or 
property damage arising under any statutory or common-law tort  theory, 
including damages assessed for the maintenance of a public or private 
nuisance or for carrying on of a dangerous activity, but excluding in 
all cases any and all liabilities, losses, damages (including punitive 
damages), penalties, costs, causes of action, suits, claims, demands or 
judgments caused by the gross negligence or willful misconduct of any 
Indemnitee.

        (b)     In case any action or proceeding is brought against any 
Indemnitee by reason of any such claim, such Indemnitee may either (i) 
retain its own counsel and defend such action (it being understood that 
Tenant may employ counsel of its choice to monitor the defense of any 
such action) or (ii) notify Tenant to resist or defend such action or 
proceeding by retaining counsel reasonably satisfactory to such 
Indemnitee, and such Indemnitee will cooperate and assist in the defense 
of such action or proceeding if reasonably requested so to do by Tenant.

        (c)     The obligations of Tenant under this Paragraph 15 shall 
survive any termination or expiration of this Lease.

        16.     Insurance.

        (a)     Tenant shall maintain the following insurance on or in 
connection with the Leased Premises:

                (i)  Insurance against physical loss or damage to the 
Improvements and Equipment as provided under a standard "All 
Risk" property policy including but not limited to flood (if 
the Leased Premises is in a flood zone) in amounts not less 
than the actual replacement cost of the Improvements and 
Equipment.  Such policies shall contain replacement cost and 
agreed amount endorsements and shall contain deductibles not 
more than $50,000.00 per occurrence.  Tenant shall maintain 
earthquake insurance for the Improvements and Equipment in 
an amount equal to the product of full replacement cost of 
the Improvements multiplied by the Probable Maximum Loss of 
the Improvements determined every four (4) years by a 
seismic engineer mutually acceptable to Landlord and Tenant 
with a deductible of not more than 25% of the product of the 
full replacement cost of the Improvements multiplied by the 
Probable Maximum Loss, provided, however, that in the event 
of a substantial change in the availability or cost of 
earthquake coverage Landlord and Tenant shall in good faith 
negotiate a different amount or a different deductible or 
other different terms of such insurance (subject to the 
consent of Lender), taking into account the cost and 
availability of such insurance and the objective of 
reasonably protecting the interests of Landlord and Lender.

                (ii)  Commercial General Liability Insurance against 
claims for personal and bodily injury, death or property 
damage occurring on, in or as a result of the use of the 
Leased Premises, in an amount not less than $15,000,000 per 
occurrence/annual aggregate including but not limited to 
Incidental Medical Malpractice, Garagekeepers Liability, 
Host Liquor Liability, Non-Owned and Hired Automobile 
Liability and all other coverage extensions that are usual 
and customary for properties of this size and type provided, 
however, that the Landlord shall have the right to require 
such higher limits as may be reasonable and customary for 
properties of this size and type.

                (iii)  Workers' Compensation Insurance covering all 
persons employed by Tenant in connection with any work done 
on or about any of the Leased Premises for which claims for 
death, disease or bodily injury may be asserted against 
Landlord, Tenant or any of the Leased Premises or, in lieu 
of such Workers' Compensation Insurance, a program of 
self-insurance complying with the rules, regulations and 
requirements of the appropriate agency of the State.

                (iv)  Comprehensive Boiler and Machinery Insurance on 
any of the Equipment or any other equipment on or in the 
Leased Premises including but not limited to Service 
Interruption, Expediting Expenses, Ammonia Contamination, 
Hazardous Clean-Up and Comprehensive Object Definition, in 
an amount not less than $1,000,000 for damage to property, 
bodily injury or death resulting from such covered perils as 
found in a standard Comprehensive Boiler and Machinery 
Policy.  Such policies may contain a deductible not in 
excess of $50,000.

                (v)  Business Income/Interruption Insurance to include 
Loss of Rents on an Actual Loss Sustained basis with a 
period of indemnity not less than one year from the time of 
loss.  Such insurance shall name Landlord and Lender as 
"loss payee" solely with respect to Rent payable to or for 
the benefit of Landlord under this Lease.

                (vi)  During construction of the Project I 
Improvements and the Project II Improvements and during any 
period in which substantial Alterations at the Leased 
Premises are being undertaken, Builder's Risk insurance 
covering the total completed value including any "soft 
costs" with respect to the Improvements being altered or 
repaired (on a completed value, non-reporting basis), 
replacement cost of work performed and equipment, supplies 
and materials furnished in connection with such construction 
or repair of Improvements or Equipment, together with such 
"soft cost" endorsements and such other endorsements as 
Landlord may reasonably require and General Liability, 
Workers' Compensation and Automobile Liability Insurance 
with respect to the Improvements being constructed, altered 
or repaired.

                (vii)  Such other insurance (or other terms with 
respect to any insurance required pursuant to this 
Paragraph 16, including without limitation amounts of 
coverage, deductibles, form of mortgagee clause) on or in 
connection with any of the Leased Premises as Landlord or 
Lender may reasonably require, which at the time is usual 
and commonly obtained in connection with properties similar 
in type of building size and use to the Leased Premises.

        (b)     The insurance required by Paragraph 16(a) shall be written 
by companies which have a Best's rating of A:X or above and are admitted 
in, and approved to write insurance policies by the State Insurance 
Department for, the State.  The insurance policies (i) shall be for such 
terms as Landlord may reasonably approve, (ii) shall be in amounts 
sufficient at all times to satisfy any coinsurance requirements thereof 
and (iii) shall (except for the worker's compensation insurance referred 
to in Paragraph 16(a)(iii) hereof) name Landlord, Tenant and Lender as 
additional insureds or loss payees, as their respective interests may 
appear.  If said insurance or any part thereof shall expire, be 
withdrawn, become void, voidable, unreliable or unsafe for any reason, 
including a breach of any condition thereof by Tenant or the failure or 
impairment of the capital of any insurer, or if for any other reason 
whatsoever said insurance shall become  reasonably unsatisfactory to 
Landlord of Lender, Tenant shall immediately obtain new or additional 
insurance reasonably satisfactory to Landlord and Lender.

        (c)     Each policy required by any provision of Paragraph 16(a), 
except clause (iii) thereof, shall provide that it may not be canceled, 
substantially modified or allowed to lapse on any renewal date except 
after sixty (60) days' prior notice to Landlord and Lender.  Each such 
policy shall also provide that any loss otherwise payable thereunder 
shall be payable notwithstanding (i) any act or omission of Landlord or 
Tenant which might, absent such provision, result in a forfeiture of all 
or a part of such insurance payment, (ii) the occupation or use of any 
of the Leased Premises for purposes more hazardous than those permitted 
by the provisions of such policy, (iii) any foreclosure or other action 
or proceeding taken by Lender pursuant to any provision of the Mortgage, 
Note, Assignment or other document evidencing or securing the Loan upon 
the happening of an event of default therein or (iv) any change in title 
to or ownership of any of the Leased Premises.

        (d)     Tenant shall pay as they become due all premiums for the 
insurance required by Paragraph 16(a), shall renew or replace each 
policy and deliver to Landlord evidence of the payment of the full 
premium therefor or installment then due prior to the expiration date of 
such policy, and shall promptly deliver to Landlord each original policy 
or a duplicate thereof.

        (e)     Anything in this Paragraph 16 to the contrary 
notwithstanding, any insurance which Tenant is required to obtain 
pursuant to Paragraph 16(a) may be carried under a "blanket" or umbrella 
policy or policies covering other properties or liabilities of Tenant, 
provided that such "blanket" or umbrella policy or policies otherwise 
comply with the provisions of this Paragraph 16 and provided further 
that such policies shall provide for a reserved amount thereunder with 
respect to the Leased Premises sufficient to assure that the amount of 
insurance required by this Paragraph 16 will be available 
notwithstanding any losses with respect to other property covered by 
such blanket policies.  The amount of the total insurance allocated to 
the Leased Premises, which amount shall be not less than the amounts 
required pursuant to this Paragraph 16, shall be specified either (i) in 
each such "blanket" or umbrella policy or (ii) in a written statement, 
which Tenant shall deliver to Landlord and Lender, from the insurer 
thereunder.  The original or a certified copy of each such "blanket" or 
umbrella policy shall promptly be delivered to Landlord and Lender.

        (f)     Tenant shall promptly comply with and conform to (i) all 
provisions of each insurance policy required by this Paragraph 16 and 
(ii) all requirements of the insurers thereunder applicable to Landlord, 
Tenant or any of the Leased Premises or to the use, manner of use, 
occupancy, possession, operation, maintenance, alteration or repair of 
any of the Leased Premises, even if such compliance necessitates 
Alterations or results in  interference with the use or enjoyment of any 
of the Leased Premises.

        (g)     Tenant shall not carry separate insurance concurrent in form 
or contributing in the event of a Casualty with that required in this 
Paragraph 16 unless (i) Landlord and Lender are included therein as loss 
payee or additional insureds, with loss payable as provided herein, and 
(ii) such separate insurance complies with the other provisions of this 
Paragraph 16.  Tenant shall immediately notify Landlord and Lender of 
such separate insurance and shall deliver to Landlord and Lender copies 
of the policies therefor.

        (h)     All policies shall contain effective waivers by the carrier 
against all claims for insurance premiums against Landlord and Lender 
and shall contain full waivers of subrogation against the Landlord and 
Lender.

        (i)     All proceeds of any insurance required under Paragraph 16(a) 
shall be payable as follows:

                (i)  Except for proceeds payable to a Person other 
than Landlord, Tenant or Lender and, so long as no Event of 
Default exists and remains uncured, proceeds of less than 
$1,000,000, all proceeds of insurance required under clauses 
(ii), (iv) and (vii) of Paragraph 16(a) and proceeds 
attributable to the general liability coverage provisions of 
Builder's Risk insurance under clause (vi) of 
Paragraph 16(a) shall be payable to Landlord or, if required 
by the Mortgage or requested by Lender pursuant to the 
Mortgage, to Lender.  All proceeds of insurance required 
under clause (v) of Paragraph 16(a) shall be payable to 
Landlord or, if required by the Mortgage, to Lender.

                (ii)  Proceeds of insurance required under clause (i) 
of Paragraph 16(a) and proceeds attributable to Builder's 
Risk insurance (other than its general liability coverage 
provisions) under clause (vi) of Paragraph 16(a) shall be 
payable as follows:

                        (A)  In the event of a Casualty that is a 
Termination Event for which a Termination Notice has 
been given under Paragraph 18(a), the proceeds shall 
be payable to Landlord or, if required by the Mortgage 
or requested by Lender pursuant to the Mortgage, to 
Lender.  Landlord shall retain or apply the Net Award 
in accordance with the provisions of Paragraphs 18 and 
20.

                        (B)  In the event of a Casualty that is not a 
Termination Event where the proceeds exceed 
$1,000,000, the proceeds shall be payable to Landlord 
or, if required by the Mortgage or requested by Lender 
pursuant to the Mortgage, to Lender.  Landlord shall 
apply the Net Award in accordance with the provisions 
of Paragraph 19.

                        (C)  In the event of a Casualty that is not a 
Termination Event where the proceeds are equal to or 
less than $1,000,000 and provided no Event of Default 
exists and is continuing, and no fact or condition 
exists which with the lapse of time or giving of 
notice, or both, would in Landlord's or Lender's 
judgment constitute an Event of Default, at the time 
such proceeds are paid, the Net Award shall be payable 
to Tenant.  Tenant shall apply the Net Award to 
restoration of the Leased Premises in accordance with 
the applicable provisions of this Lease.  If an Event 
of Default exists and is continuing or a fact or 
condition exists which with the lapse of time or 
giving of notice, or both, would in Landlord's or 
Lender's judgment constitute an Event of Default, all 
proceeds shall be payable to Landlord or Lender.

                (iii)  In the event that Tenant is listed as a payee 
on a check from an insurance carrier for insurance proceeds 
which subparagraphs (i) and (ii) provide are to be payable 
to Landlord, Lender or another party or parties, Tenant 
shall cooperate by promptly endorsing said check over to the 
party to whom the proceeds are to be payable under 
subparagraphs (i) or (ii).  Tenant hereby appoints each of 
Landlord or Lender as Tenant's attorneys-in-fact to endorse 
any such check.

        17.     Casualty and Condemnation.

        (a)     If any Casualty occurs the insurance proceeds for which is 
reasonably estimated by Tenant to be equal to or in excess of One 
Hundred Thousand Dollars ($100,000), Tenant shall give Landlord and 
Lender immediate notice thereof.  So long as no Event of Default exists, 
and subject to the provisions of Paragraph 16(i)(ii), Tenant is hereby 
authorized to adjust, collect and compromise all claims under any of the 
insurance policies required by Paragraph 16(a) (except public liability 
insurance claims payable to a Person other than Tenant, Landlord or 
Lender) and to execute and deliver on behalf of Landlord and Lender all 
necessary proofs of loss, receipts, vouchers and releases required by 
the insurers and Landlord and Lender shall have the right to join with 
Tenant therein.  Any adjustment, settlement or compromise of any such 
claim in excess of $1,000,000 shall be subject to the prior written 
approval of Landlord and Lender, which shall not be unreasonably 
withheld, conditioned or delayed and Landlord and Lender shall have the 
right to prosecute or contest, or to require Tenant to prosecute or 
contest, any such claim, adjustment, settlement or compromise.  If an 
Event of Default exists, Tenant shall not be entitled to adjust, collect 
or compromise any claim or to participate with Landlord or Lender in any 
adjustment, collection and compromise of the Net Award payable in 
connection with a Casualty.  Tenant agrees to sign, upon the request of 
Landlord or Lender, all proofs of loss, receipts, vouchers and releases. 
 Each insurer is hereby authorized and directed to make payment under 
said policies in excess of $1,000,000 and return of unearned premiums, 
directly to Landlord or, if required by the Mortgage or requested by 
Lender pursuant to the Mortgage, to Lender instead of to Landlord or 
Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord 
and Lender as Tenant's attorneys-in-fact to endorse any draft therefor.

        (b)     Tenant, immediately upon receiving a Condemnation Notice, 
shall notify Landlord and Lender thereof.  So long as no Event of 
Default exists, Tenant is authorized to collect, settle and compromise 
the amount of any Net Award and Landlord and Lender shall have the right 
to join with Tenant therein.  No agreement with any condemnor in 
settlement or under threat of any Condemnation shall be made by Tenant 
without the written consent of Landlord and Lender which shall not be 
unreasonably withheld, conditioned or delayed.  If an Event of Default 
exists, Landlord and Lender shall be authorized to collect, settle and 
compromise the amount of any Net Award and Tenant shall not be entitled 
to participate with Landlord and Lender in any Condemnation proceeding 
or negotiations under threat thereof or to contest the Condemnation or 
the amount of the Net Award therefor.  Subject to the provisions of this 
Paragraph 17(b), Tenant hereby irrevocably assigns to Landlord and 
Lender any award or payment to which Tenant is or may be entitled by 
reason of any Condemnation, whether the same shall be paid or payable 
for Tenant's leasehold interest hereunder or otherwise; but nothing in 
this Lease shall impair Tenant's right to any award or payment on 
account of Tenant's trade fixtures, equipment or other tangible property 
which is not part of the Equipment, moving expenses or loss of business, 
if available, to the extent that and so long as (i) Tenant shall have 
the right to make, and does make, a separate claim therefor against the 
condemnor and (ii) such claim does not in any way reduce either the 
amount of the award otherwise payable to Landlord for the Condemnation 
of Landlord's fee interest in the Leased Premises or the amount of the 
award (if any) otherwise payable for the Condemnation of Tenant's 
leasehold interest hereunder.

        (c)     If any Partial Casualty (whether or not insured against) or 
Partial Condemnation shall occur, this Lease shall continue, 
notwithstanding such event, and there shall be no abatement or reduction 
of any Monetary Obligations, except as provided in Paragraph 17(d) and 
19(c).  Promptly after such Partial Casualty or Partial Condemnation, 
Tenant, as required in Paragraph 12(a), shall commence and diligently 
continue to restore the Leased Premises as nearly as practicable to 
their value, condition and character immediately prior to such event.  
Upon the receipt by Landlord of the entire Net Award of such Partial 
Casualty or Partial Condemnation, Landlord shall make such Net Award 
available to Tenant for restoration in accordance with and subject to 
the provisions of Paragraph 19(a).  If any Casualty or Condemnation 
which is not a Partial Casualty or Partial Condemnation shall occur, 
Tenant shall comply with the terms and conditions of Paragraph 18.

        (d)     In the event of a Requisition of any of the Leased Premises, 
if any Net Award payable by reason of such Requisition is retained by 
Landlord or Lender, each installment of Basic Rent payable on or after 
the date on which the Net Award is paid to Landlord shall be reduced by 
a fraction, the denominator of which shall be the total amount of all 
Basic Rent due from such date to and including the last day of the Term 
(calculated on the basis of the Basic Rent in effect as of the date of 
the Requisition) and the numerator of which shall be the amount of such 
Net Award retained by Landlord.  Upon the expiration of the Term, any 
portion of such Net Award which shall not have been previously credited 
to Tenant shall be retained by Landlord.

        18.     Termination Events.

        (a)     If (i) the Leased Premises shall be taken by a Taking or 
(ii) any substantial portion of the Leased Premises shall be taken by a 
Taking or all or any substantial portion of  the Leased Premises shall 
be damaged or destroyed by a Casualty and, in such case, Tenant 
certifies to Landlord that it will forever abandon operations at the 
Leased Premises (each of the events described in the above clauses (i) 
and (ii) shall hereinafter be referred to as a "Termination Event"), 
then (x) in the case of (i) above, Tenant shall be obligated, within 
thirty (30) days after Tenant receives a Condemnation Notice and (y) in 
the case of (ii) above, Tenant shall have the option, within thirty (30) 
days after Tenant receives a Condemnation Notice or thirty (30) days 
after the Casualty, as the case may be, to give to Landlord and Lender 
written notice of the Tenant's option to terminate this Lease (a 
"Termination Notice") in the form described in Paragraph 18(b).

        (b)     A Termination Notice shall contain (i) notice of Tenant's 
intention to terminate this Lease on the first Basic Rent Payment Date 
which occurs at least ninety (90) days after the Fair Market Value Date 
(the "Termination Date"), (ii) a binding and irrevocable offer of Tenant 
to purchase the Leased Premises for an amount equal to the Termination 
Amount and (iii) if the Termination Event is an event described in 
Paragraph 18(a)(ii), the certification described therein and a certified 
resolution of the Board of Directors of Tenant authorizing the same.  
Promptly upon the delivery to Landlord of a Termination Notice, Landlord 
and Tenant shall commence to determine the Fair Market Value of the 
Leased Premises. 

        (c)     If Landlord shall reject such offer to purchase the Leased 
Premises by written notice to Tenant (a "Rejection"), which Rejection 
shall contain the written consent of Lender, not later than thirty (30) 
days following the Fair Market Value Date, then this Lease shall 
terminate on the Termination Date; provided that, if Tenant has not 
satisfied all Monetary Obligations and all other obligations and 
liabilities under this Lease which have arisen on or prior to the 
Termination Date (collectively, "Remaining Obligations") on the 
Termination Date, then Landlord may, at its option, extend the date on 
which this Lease may terminate to a date which is no later than the 
first Basic Rent Payment Date after the Termination Date on which Tenant 
has satisfied all Remaining Obligations.  Upon such termination (i) all 
obligations of Tenant hereunder shall terminate except for any Surviving 
Obligations, (ii) Tenant shall promptly vacate and shall have no further 
right, title or interest in or to any of the Leased Premises and 
(iii) the Net Award shall be retained by Landlord.  Notwithstanding 
anything to the contrary hereinabove contained, if Tenant shall have 
received a Rejection and, on the date when this Lease would otherwise 
terminate as provided above, Landlord shall not have received the full 
amount of the Net Award payable by reason of the applicable Termination 
Event, then on the Termination Date Tenant shall assign to Landlord all 
of its right, title and interest, if any, in and to the Net Award.

        (d)     Unless Tenant shall have received a Rejection not later than 
the thirtieth (30th) day following the Fair Market Value Date, Landlord 
shall be conclusively presumed to have accepted such offer.  If such 
offer is accepted by Landlord then, on the Termination Date, Tenant 
shall pay to Landlord (or Lender if the Mortgage requires or permits 
Lender to so require) the Termination Amount and all Remaining 
Obligations and, if requested by Tenant, Landlord shall (i) convey to 
Tenant the Leased Premises or the remaining portion thereof, if any, and 
(ii) pay to or assign to Tenant its entire interest in and to the Net 
Award, all in accordance with Paragraph 20. 

        19.     Restoration; Reduction of Rent.

        (a)     So long as no Event of Default, or fact or condition which 
with the lapse of time or giving of notice or both would, in the 
judgment of Landlord or Lender, constitute an Event of Default, exists, 
any Net Award up to and including $1,000,000 shall be paid directly to 
Tenant and Tenant shall restore the Leased Premises in accordance with 
the requirements of Paragraph 13(b) of this Lease.  Any Net Award in 
excess of $1,000,000 shall be made available by Landlord to Tenant for 
the restoration of any of the Leased Premises, and Landlord (or Lender 
if required by any Mortgage or if the Mortgage permits Lender to so 
require) shall hold such Net Award in a fund (the "Restoration Fund") 
and disburse amounts from the Restoration Fund only in accordance with 
the following conditions:

                (i)  prior to commencement of restoration, (A) the 
architects, contracts, contractors, plans and specifications 
for the restoration shall have been approved by Landlord and 
Lender, such approval not to be unreasonably withheld, 
conditioned or delayed and (B) Landlord and Lender shall, 
upon reasonable request and based upon a review of the 
contractor's and prime subcontractors' credit, be provided 
with acceptable performance bonds which insure satisfactory 
completion of the restoration, are in an amount and form and 
have a surety acceptable to Landlord, and name Landlord and 
Lender as additional dual obligees;

                (ii)  at the time of any disbursement, no Event of 
Default, or fact or condition which with the giving of 
notice or lapse of time or both would, in the judgment of 
Landlord or Lender, constitute an Event of Default shall 
exist and any mechanics' or materialmen's liens filed 
against any of the Leased Premises shall have been insured 
over or covered by a bond;

                (iii)  disbursements shall be made from time to time 
in an amount not exceeding the cost of the work completed 
since the last disbursement, upon receipt of (A) 
satisfactory evidence, including architects' certificates, 
of the stage of completion, the estimated total cost of 
completion and performance of the work to date in a good and 
workmanlike manner in accordance with the contracts, plans 
and specifications, (B) waivers of liens, (C) contractors' 
and subcontractors' sworn statements as to completed work 
and the cost thereof for which payment is requested, (D) a 
satisfactory bringdown of title insurance and (E) other 
evidence of cost and payment so that Landlord and Lender can 
verify that the amounts disbursed from time to time are 
represented by work that is completed, in place and free and 
clear of mechanics' and materialmen's lien claims;

                (iv)  each request for disbursement shall be 
accompanied by a certificate of Tenant, signed by the 
president or a vice president or the chief financial officer 
of Tenant, describing the work for which payment is 
requested, stating the cost incurred in connection 
therewith, stating that Tenant has not previously received 
payment for such work and, upon completion of the work, also 
stating that the work has been fully completed and complies 
with the applicable requirements of this Lease;

                (v)  Landlord or Lender may retain ten percent (10%) 
of the Restoration Fund until the restoration is fully 
completed;

                (vi)  if the Restoration Fund is held by Lender it may 
be commingled with Lender's other funds and shall bear 
interest unless otherwise required by Lender; if it is held 
by Landlord it shall be commingled with Landlord's other 
funds and shall bear interest at the best available interest 
rate; and

                (vii)  such other reasonable conditions to insure 
timely, lien free completion of the restoration as Landlord 
or Lender may impose.

        (b)     Prior to commencement of restoration and at any time during 
restoration, if the estimated cost of completing the restoration work 
free and clear of all liens, as determined by Landlord or if required by 
a Mortgage, by Lender, exceeds the amount of the Net Award available for 
such restoration, the amount of such excess shall, upon demand by 
Landlord, be paid by Tenant to Landlord or if required by a Mortgage or 
by Lender pursuant to the terms of a Mortgage, to Lender to be added to 
the Restoration Fund.  Any sum so added by Tenant which remains in the 
Restoration Fund upon completion of restoration shall be refunded to 
Tenant.  For purposes of determining the source of funds with respect to 
the disposition of funds remaining after the completion of restoration, 
the Net Award shall be deemed to be disbursed prior to any amount added 
by Tenant.

        (c)     If any sum remains in the Restoration Fund after completion 
of the restoration and any refund to Tenant pursuant to Paragraph 19(b), 
such sum (the "Remaining Sum") shall be retained by Landlord or, if 
required by a Note or Mortgage or by Lender pursuant to the terms of a 
Note or Mortgage, paid by Landlord to a Lender.  If the Remaining Sum is 
(i) retained by Landlord, each installment of Basic Rent payable on or 
after the Retention Date shall be reduced by a fraction, the denominator 
of which shall be the total amount of all Basic Rent due from such date 
to and including the last Basic Rent Payment Date for the then existing 
Term calculated on the basis of the Basic Rent then in effect and taking 
into account any applicable adjustments under Paragraphs 1(c)(i) and 
1(c)(ii) of Exhibit "D" and the numerator of which shall be the 
Remaining Sum, or (ii) paid to Lender, then each installment of Basic 
Rent thereafter payable shall be reduced in the same amount as payments 
are reduced under any Note as if the Loan were reamortized to reflect 
such payment, in each case until such Remaining Sum has been applied in 
full or until the Term has expired, whichever occurs first.  Landlord 
agrees that if the terms of a Note or Mortgage permit partial prepayment 
of the principal balance of the Loan without premium or penalty and, in 
such event, require the Lender to thereupon reamortize the Loan,  
Landlord shall pay any Remaining Sum to Lender as a partial prepayment 
of the Loan and clause (ii) of this Paragraph  19(c) shall apply.  Upon 
the expiration of the Term, any portion of the Remaining Sum which has 
not been so applied shall be retained by Landlord.

        20.     Procedures Upon Purchase.

        (a)     If the Leased Premises is purchased by Tenant pursuant to 
any provision of this Lease, Landlord need not convey any better title 
thereto than that which was conveyed to Landlord, and Tenant shall 
accept such title, subject, however, to the Permitted Encumbrances and 
to all other liens, exceptions and restrictions on, against or relating 
to any of the Leased Premises and to all applicable Laws, but free of 
the lien of and security interest created by any Mortgage or Assignment 
and liens, exceptions and restrictions on, against or relating to the 
Leased Premises which have been created by or resulted solely from acts 
of Landlord after the date of this Lease, unless the same are Permitted 
Encumbrances or customary utility easements benefiting the Leased 
Premises or were created with the concurrence of Tenant or as a result 
of a default by Tenant under this Lease.

        (b)     Upon the date fixed for any such purchase of the Leased 
Premises pursuant to any provision of this Lease (any such date the 
"Purchase Date"), through an appropriate escrow, Tenant shall pay to 
Landlord, or to any Person to whom Landlord directs payment, the 
Relevant Amount therefor specified herein, in Federal Funds, less any 
credit of the Net Award received and retained by Landlord or Lender 
allowed against the Relevant Amount, and Landlord shall deliver to 
Tenant (i) a special warranty deed which describes the premises being 
conveyed and conveys the title thereto as provided in Paragraph 20(a), 
(ii) such other instruments as shall be necessary to transfer to Tenant 
or its designee any other property (or rights to any Net Award not yet 
received by Landlord or a Lender) then required to be sold by Landlord 
to Tenant pursuant to this Lease and (iii) any Net Award received by 
Landlord, not credited to Tenant against the Relevant Amount and 
required to be delivered by Landlord to Tenant pursuant to this Lease; 
provided, that if any Monetary Obligations remain outstanding on such 
date, then Landlord may deduct from the Net Award the amount of such 
Monetary Obligations; and further provided, that if any event has 
occurred which, in Landlord's reasonable judgment, is likely to subject 
any Indemnitee to any liability which Tenant is required to indemnify 
against pursuant to Paragraph 15, then an amount shall be deducted from 
the Net Award which, in Landlord's reasonable judgment, is sufficient to 
satisfy such liability, which amount shall be deposited in an escrow 
account with a financial institution reasonably satisfactory to Landlord 
and Tenant on terms reasonably satisfactory to Landlord and Tenant 
pending resolution of such matter.  If on the Purchase Date any Monetary 
Obligations remain outstanding and no Net Award is payable to Tenant by 
Landlord or the amount of such Net Award is less than the amount of the 
 Monetary Obligations, then Tenant shall pay to Landlord on the Purchase 
Date the amount of such Monetary Obligations.  Upon the completion of 
such purchase, this Lease and all obligations and liabilities of Tenant 
hereunder shall terminate, except any Surviving Obligations.

        (c)     If the Tenant shall cause completion of such purchase to be 
delayed after (i) the Termination Date, in the event of a purchase 
pursuant to Paragraph 18 or, (ii) the date scheduled for such purchase, 
in the event of a purchase under any other provision of this Lease then 
(x) Rent shall continue to be due and payable until completion of such 
purchase and (y) at Landlord's sole option, Fair Market Value shall be 
redetermined and the Relevant Amount payable by Tenant pursuant to the 
applicable provision of this Lease shall be adjusted to reflect such 
redetermination.  Landlord shall not be deemed to have caused completion 
of such purchase to be delayed if it in good faith disputes the process 
or methodology for determining Fair Market Value.

        (d)     Any prepaid Monetary Obligations paid to Landlord shall be 
prorated as of the Purchase Date, and the prorated unapplied balance 
shall be deducted from the Relevant Amount due to Landlord.

        21.     Assignment and Subletting; Prohibition against 
Leasehold Financing.

        (a)     Tenant shall have the right so long as no Event of Default 
has occurred and is continuing, upon thirty (30) days prior written 
notice to Landlord and Lender, with no consent of Landlord or Lender 
being required or necessary ("Preapproved Assignment") to assign this 
Lease to any Person ("Preapproved Assignee") that is a Subsidiary of 
Tenant on the date hereof or that, after the date hereof, is a 
wholly-owned Subsidiary of Tenant or which, whether or not in connection 
with the transfer or sale of all or substantially all of Tenant's 
business, immediately following such assignment satisfies all published 
criteria necessary to obtain a publicly traded unsecured senior debt 
rating of "A2" or better from Moody's Investors Services, Inc. or a 
rating of "A" or better from Standard & Poor's Ratings Service, and in 
the event all of such rating agencies cease to furnish such ratings, 
then a comparable rating by any rating agency reasonably acceptable to 
Landlord and Lender.

        (b)     During the Initial Term, if Tenant desires to assign this 
Lease to a Person ("Non-Preapproved Assignee") who would not be a 
Preapproved Assignee ("Non-Preapproved Assignment") then Tenant shall, 
not less than ninety (90) days prior to the date on which it desires to 
make a Non-Preapproved Assignment submit to Landlord and Lender 
information regarding the following with respect to the Non-Preapproved 
Assignee:  (A) credit, (B) capital structure, (C) management, 
(D) operating history, (E) proposed use of the Leased Premises and (F) 
risk factors associated with the proposed use of the Leased Premises by 
the Non-Preapproved Assignee, taking into account  factors such as 
environmental concerns, product liability and the like.  Landlord and 
Lender shall review such information and shall approve or disapprove the 
Non-Preapproved Assignee no later than the thirtieth (30th) day 
following receipt of all such information, and Landlord and Lender shall 
be deemed to have acted reasonably in granting or withholding consent 
for any or no reason if such grant or disapproval is based on any of the 
above-described information.  Notwithstanding anything to the contrary 
contained herein, if the request for consent to a Non-Preapproved 
Assignment is in connection with the sale by Tenant of all or 
substantially all of its assets, Landlord and Lender shall be deemed to 
have consented to the Non-Preapproved Assignment so long as no Event of 
Default has occurred and is continuing and if, immediately after the 
assignment, the Non-Preapproved Assignee has, on a pro forma basis, an 
Adjusted Consolidated Net Worth (as defined in Exhibit "E") of not less 
than the sum of (x) Fifty-three Million Dollars ($53,000,000) plus (y) 
an amount equal to 60% of Tenant's Consolidated Net Income on a 
cumulative basis for each fiscal quarter in which such Consolidated Net 
Income is positive, but with no adjustment for each fiscal quarter in 
which Consolidated Net Income is negative (calculated at the end of each 
fiscal quarter), commencing with the fiscal quarter of Tenant that 
commenced on August 1, 1996 and continuing for each quarter to and 
including the end of the fiscal quarter prior to the fiscal quarter in 
which the Non-Preapproved Assignment occurs.

        (c)     After the Initial Term, if Tenant desires to carry out a 
Non-Preapproved Assignment, then Tenant shall, not less than fifteen 
(15) days prior to the date on which it desires to make such 
Non-Preapproved Assignment, submit to Landlord (and Lender, if Lender's 
consent to the Non-Preapproved Assignment is required), reasonable 
information regarding the identity and credit of the Non-Preapproved 
Assignee.  Landlord (and Lender, if applicable) shall review such 
information and shall, no later than the fifteenth (15th) day following 
receipt of such information, approve or disapprove the Non-Preapproved 
Assignee.  Such approval shall be deemed given if the net worth of the 
Non-Preapproved Assignee is greater than or equal to the net worth of 
the Tenant as shown on its then most recently prepared financial 
statements, and otherwise such approval shall not be unreasonably 
withheld, conditioned or delayed.

        (d)     If Landlord and Lender withhold consent to the 
Non-Preapproved Assignment and Tenant desires to complete the 
Non-Preapproved Assignment, Tenant shall make a rejectable offer (the 
"Intended Assignment Offer") to purchase the Leased Premises for a 
purchase price equal to the Offer Amount and to consummate the purchase 
on the first Basic Rent Payment Date occurring thirty (30) days after 
the determination of Fair Market Value (the "Intended Assignment 
Purchase Date").  Notwithstanding the foregoing, if the Intended 
Assignment Offer is accepted by Landlord and the Non-Preapproved 
Assignment occurs on a date (the "Assignment Date") that is prior to the 
Intended Assignment Purchase Date, then on the Assignment Date Tenant 
shall deposit in escrow with Lender an amount (the "Deposit Amount") 
equal to one hundred percent (100%) of the sum of the Acquisition Cost 
and any estimated Prepayment Premium.  On the Intended Assignment 
Purchase Date, Tenant shall increase the Deposit Amount by the amount by 
which the actual Prepayment Premium exceeds the estimated Prepayment 
Premium.  The Deposit Amount shall be held by and invested by Lender and 
the Deposit Amount, together with any interest earned thereon, shall be 
applied on the Intended Assignment Purchase Date to payment of the Offer 
Amount.

        (e)     If Landlord shall reject the Intended Assignment Offer by 
notice to Tenant, such notice to contain the  written consent of Lender 
to such rejection, no later than the thirtieth (30th) day following 
receipt of the Intended Assignment Offer by Landlord, then this Lease 
shall remain in full force and effect and Landlord and Lender shall be 
deemed to have consented to the Non-Preapproved Assignment.  Nothing 
provided herein shall constitute a waiver by Landlord of the obligation 
of Tenant to comply with the requirements of this Paragraph 21(e) if a 
subsequent Non-Preapproved Assignment arises.  No rejection of the 
Intended Assignment Offer shall be effective for any purpose unless 
consented to in writing by Lender.

        (f)     Unless Landlord shall have rejected the Intended Assignment 
Offer by the foregoing notice to Tenant not later than the thirtieth 
(30th) day following receipt of information described in the foregoing 
Paragraph 21(b) or 21(c), Landlord shall be conclusively presumed to 
have accepted the Intended Assignment Offer.  If the Intended Assignment 
Offer is accepted by Landlord, Tenant shall pay to Landlord the Offer 
Amount (less the Deposit Amount and interest thereon paid to Landlord) 
on the Intended Assignment Purchase Date and, provided that no Rent or 
any other charge is due and unpaid under this Lease as of the Intended 
Assignment Purchase Date and Tenant is otherwise in compliance with the 
terms of this Lease, Landlord shall convey to Tenant the Leased Premises 
in accordance with the provisions of Paragraph 20 of this Lease.

        (g)     Any assignment of Tenant's interest in this Lease by 
operation of law as a result of any merger or consolidation by Tenant 
shall be governed by the provisions of Paragraph 1(c) of Exhibit "E".

        (h)     Tenant shall have the right, upon thirty (30) days prior 
written notice to Landlord and Lender, to enter into one or more 
subleases that demise, in the aggregate, up to but not in excess of 
thirty-one percent (31%) of the gross space in the Improvements with no 
consent or approval of Landlord or Lender being required or necessary 
("Preapproved Sublet").  Other than pursuant to a Preapproved Sublet, 
during the Initial Term, no portion of the Leased Premises shall be 
subleased during the Term to any other Person without the prior written 
consent of Landlord and Lender, which consent shall not be unreasonably 
withheld or delayed, and which consent shall be granted or withheld 
based on a review of the following criteria as they relate to the 
proposed sublessee:  (1) credit, (2) capital structure, (3) management, 
(4) operating history and (5) the proposed use of the sublet portion of 
the Improvements, taking into account factors related to the proposed 
subtenant's use of the Leased Premises such as environmental concerns.  
Landlord and Lender shall be deemed to have acted reasonably in granting 
or withholding consent if such grant or disapproval is based on their 
reasonable review of the above-described criteria.

        (i)     After the Initial Term, if Tenant desires to sublet any 
portion of the Leased Premises other than as  permitted by the first 
sentence of Paragraph 21(b) above, then Tenant shall, not less than 
fifteen (15) days prior to the date on which it desires to enter into 
such sublease, submit to Landlord and Lender such information as 
Landlord and Lender reasonably request regarding the identity and credit 
of the proposed subtenant.  Landlord and Lender shall review such 
information and shall, no later than the fifteenth (15th) day following 
receipt of such information, approve or disapprove the proposed 
sublease.  Such approval shall be deemed given if the net worth of the 
proposed subtenant is greater than or equal to the net worth of the 
Tenant as shown on its then most recently prepared financial statements, 
and otherwise such approval shall not be unreasonably withheld, 
conditioned or delayed.

        (j)     If Tenant assigns all its rights and interest under this 
Lease, the assignee under such assignment shall expressly assume all the 
obligations of Tenant hereunder, actual or contingent, including 
obligations of Tenant which may have arisen on or prior to the date of 
such assignment, including the obligation to comply with Exhibit "E", by 
a written instrument delivered to Landlord at the time of such 
assignment.  Each sublease of any of the Leased Premises shall be 
subject and subordinate to the provisions of this Lease.  No assignment 
or sublease made as permitted by this Paragraph 21 shall affect or 
reduce any of the obligations of Tenant hereunder or under any document 
executed by Tenant in favor of or for the benefit of Lender, and all 
such obligations shall continue in full force and effect as obligations 
of a principal and not as obligations of a guarantor, as if no 
assignment or sublease had been made.  No assignment or sublease shall 
impose any additional obligations on Landlord under this Lease.

        (k)     With respect to any Preapproved Assignment or Preapproved 
Sublet, Tenant shall provide to Landlord and to Lender legal opinions 
and other information reasonably required by Landlord and Lender to 
establish that any proposed Preapproved Assignment or Preapproved Sublet 
satisfies the criteria set forth above.

        (l)     Tenant shall, within ten (10) days after the execution and 
delivery of any assignment or sublease consented to by Landlord and 
Lender , deliver a duplicate original copy thereof to Landlord and 
Lender which, in the event of an assignment, shall be in recordable 
form.

        (m)     As security for performance of its obligations under this 
Lease, Tenant hereby grants, conveys and assigns to Landlord all right, 
title and interest of Tenant in and to all subleases hereinafter entered 
into for any or all of the Leased Premises, any and all extensions, 
modifications and renewals thereof and all rents, issues and profits 
therefrom.  Landlord hereby grants to Tenant a license to collect and 
enjoy all rents and other sums of money payable under any sublease of 
any of the Leased Premises, provided, however, that Landlord shall have 
the absolute right at any time during the existence of an Event of 
Default, upon notice to Tenant and any subtenants, to revoke said 
license and to collect such rents and sums of money and to retain the 
same.  Tenant shall not consent to, cause or allow any modification or 
alteration of any of the terms,  conditions or covenants of any of the 
subleases or the termination thereof, without the prior written approval 
of Landlord, which consent shall not be unreasonably withheld, nor shall 
Tenant do nor permit anything to be done, the doing of which, nor omit 
or refrain from doing anything, the omission of which, will or could be 
a breach of or default in the terms of any of the subleases.

        (n)     Tenant shall have no right or power to grant a mortgage on, 
or to pledge its leasehold interest in, or otherwise encumber its 
interest under this Lease or any sublease of the Leased Premises, and 
any such mortgage, pledge or encumbrance made in violation of this 
Paragraph 21 shall be void.  Tenant shall not permit any subtenant to 
mortgage, pledge or otherwise encumber its subleasehold interest in the 
Leased Premises.

        (o)     Subject to Tenant's rights under Paragraph 35, Landlord may 
sell or transfer the Leased Premises at any time without Tenant's 
consent to any third party (each a "Third Party Purchaser"), provided, 
that so long as no Event of Default exists either at the time Landlord 
enters into an agreement of sale for the purchase of the Leased Premises 
or on the date of conveyance to a Third Party Purchaser, Landlord shall 
not sell the Leased Premises to any Person whose primary business is the 
manufacturing of equipment that makes masks for the semi-conductor 
industry.  In the event of any such transfer, Tenant shall attorn to any 
Third Party Purchaser as Landlord so long as such Third Party Purchaser 
and Landlord notify Tenant in writing of such transfer and such Third 
Party Purchaser assumes in writing the obligations of Landlord under 
this Lease.  At the request of Landlord, Tenant will execute such 
documents confirming the agreement referred to above and such other 
agreements as Landlord may reasonably request, provided that such 
agreements do not increase the liabilities and obligations of Tenant 
hereunder.

        22.     Events of Default.

        (a)     The occurrence of any one or more of the following (after 
expiration of any applicable cure period as provided in Paragraph 22(b)) 
shall, at the sole option of Landlord, constitute an "Event of Default" 
under this Lease: 

                (i)  a failure by Tenant to make any payment of any 
Monetary Obligation, regardless of the reason for such 
failure;

                (ii)  a failure by Tenant duly to perform and observe, 
or a violation or breach of, any other provision hereof not 
otherwise specifically mentioned in this Paragraph 22(a);

                (iii)  any representation or warranty made by Tenant 
herein or in any certificate, demand or request made 
pursuant hereto proves to be incorrect, now or hereafter, in 
any material respect;

                (iv)  a default beyond any applicable cure period or 
at maturity by Tenant or any Subsidiary of Tenant in any 
payment of principal or interest on any obligations for 
borrowed money having an outstanding principal balance of 
$10,000,000 or more in the aggregate, or in the performance 
of any other provision contained in any instrument under 
which any such obligation is created or secured (including 
the breach of any covenant thereunder), (x) if such payment 
is a payment at maturity or a final payment, or (y) if a 
result of such default is to cause such obligation to be 
accelerated prior to its stated maturity;

                (v)  a default by Tenant or any Subsidiary of Tenant 
beyond any applicable cure period in the payment of rent 
under, or in the performance of any other material provision 
of, any other lease or leases that have, in the aggregate, 
rental obligations over the terms thereof of $10,000,000 or 
more in the aggregate if the landlord under any such lease 
or leases commences to terminate such lease or leases, 
dispossess Tenant or any Subsidiary or accelerate the rent 
payable thereunder;

                (vi)  a final, non-appealable judgment or judgments 
for the payment of money in excess of $10,000,000 (less any 
amounts payable from the proceeds of insurance) in the 
aggregate shall be rendered against Tenant or any Subsidiary 
and the same shall not be payable from the proceeds of 
insurance and shall remain undischarged, unbonded or 
unsatisfied for a period of sixty (60) consecutive days;

                (vii)  Tenant shall breach any Covenant or an Intended 
Transaction or a Non-Preapproved Assignment shall occur and 
Tenant shall have failed to comply with the provisions of 
Paragraph 21(d) through (f) or Paragraph 33, as applicable;

                (viii)  Tenant or any Significant Subsidiary of Tenant 
shall (A) voluntarily be adjudicated a bankrupt or 
insolvent, (B) seek or consent to the appointment of a 
receiver or trustee for itself or for the Leased Premises, 
(C) file a petition seeking relief under the bankruptcy or 
other similar laws of the United States, any state or any 
jurisdiction, (D) make a general assignment for the benefit 
of creditors, or (E) be unable to pay its debts as they 
mature;

                (ix)  a court shall enter an order, judgment or decree 
appointing, without the consent of Tenant or any Significant 
Subsidiary of Tenant, a receiver or trustee for it or for 
any of the Leased Premises or approving a petition filed 
against Tenant or any Significant Subsidiary which seeks 
relief under the bankruptcy or other similar laws of the 
United States, any state  or any jurisdiction, and such 
order, judgment or decree shall remain undischarged or 
unstayed ninety (90) days after it is entered;

                (x)  the Leased Premises shall have been vacated 
(i.e., ceased to be operated on a consistent basis) except 
as permitted under, and subject to the terms and conditions 
of, Paragraph 38 hereof or the Leased Premises shall have 
been abandoned;

                (xi)  Tenant or any Significant Subsidiary of Tenant 
shall be liquidated or dissolved or shall begin proceedings 
towards its liquidation or dissolution;

                (xii)  the estate or interest of Tenant or any 
Significant Subsidiary of Tenant in any of the Leased 
Premises shall be levied upon or attached in any proceeding 
and such estate or interest is about to be sold or 
transferred or such process shall not be vacated or 
discharged within sixty (60) days after it is made;

                (xiii)  a failure by Tenant, following any notice and 
an opportunity to cure, to perform or observe, or a 
violation or breach of, or a misrepresentation by Tenant 
under any provision of any Assignment or any other document 
between Tenant and Lender that, as to such Assignment or 
other document, (A) recites that a breach, violation or 
misrepresentation by Tenant thereunder will cause a default 
under the Loan and (B) provides that Lender will give to 
Tenant any notice of such default that it is required to 
give to Landlord, if such failure, violation, breach or 
misrepresentation gives rise to a default beyond any 
applicable cure period with respect to any Loan;

                (xiv)  a failure by Tenant to maintain in effect any 
occupancy permit for the Leased Premises or permit required 
under any Environmental Law;

                (xv)  an Event of Default shall have occurred and be 
continuing under the Construction Agency Agreement or the 
Completion Agreement; or

                (xvi)  Tenant shall have failed to occupy Building 4 
by August 1, 1999.

        (b)     No notice or cure period shall be required in any one or 
more of the following events:  (A) except as otherwise set forth below, 
the occurrence of an Event of Default under clause (i), (iv), (v), (vi), 
(vii), (viii), (ix), (x), (xi), (xii), (xiii), (xv) or (xvi) of 
Paragraph 22(a); (B) the default consists of a failure to provide any 
insurance required by Paragraph 16 or an assignment or sublease entered 
into in violation of Paragraph 21; or (C) the default is such that any 
delay in the exercise of a remedy by Landlord could reasonably be 
expected to cause irreparable non-monetary harm to Landlord.  If the 
default consists of the failure to pay any Monetary Obligation under 
clause (i) of Paragraph 22(a), the applicable cure period shall be five 
(5) days from the date on which notice is given except that if the 
failure is the failure to pay Basic Rent no notice shall be required and 
only the five (5) day cure period shall be applicable, but in any event 
Landlord shall not be obligated to allow any cure period for or, if 
required, give notice of, any such default more than twice within any 
Lease Year.  If the default consists of a default under clauses (iv), 
(v) or (x) the applicable cure period shall be ten (10) days from the 
date on which notice is given provided that (X) with respect to a 
default under clause (iv) or (v) Tenant immediately gives to Landlord 
notice of acceleration or failure to pay at maturity or the exercise of 
remedies by a landlord or (Y) with respect to a default under clause (x) 
Tenant immediately give to Landlord notice that it has vacated the 
Leased Premises.  If the default consists of a default under clauses 
(ii), (iii) or (xiv) of Paragraph 22(a), other than the events specified 
in clauses (B) and (C) of the first sentence of this Paragraph 22(b), 
the applicable cure period shall be twenty (20) days from the date on 
which notice is given or, if the default cannot be cured within such 
twenty (20) day period, the cure period shall be extended for the period 
required to cure the default (but such cure period, including any 
extension, shall not in the aggregate exceed one hundred eighty (180) 
days), provided that Tenant shall commence to cure the default within 
the said twenty-day period and shall actively, diligently and in good 
faith proceed with and continue the curing of the default until it shall 
be fully cured.

        23.     Remedies and Damages Upon Default.

        (a)     If an Event of Default shall have occurred and is 
continuing, Landlord shall have the right, at its sole option, then or 
at any time thereafter, to the extent permitted by applicable law, to 
exercise its remedies and to collect damages from Tenant in accordance 
with this Paragraph 23, without demand upon or notice to Tenant except 
as otherwise provided in Paragraph 22(b) and this Paragraph 23.

                (i)  Landlord may give Tenant notice of Landlord's 
intention to terminate this Lease on a date specified in 
such notice.  Upon such date, this Lease, the estate hereby 
granted and all rights of Tenant hereunder shall expire and 
terminate.  Upon such termination, Tenant shall immediately 
surrender and deliver possession of the Leased Premises to 
Landlord in accordance with Paragraph 26.  If Tenant does 
not so surrender and deliver possession of the Leased 
Premises, Landlord may re-enter and repossess the Leased 
Premises, with or without legal process, by peaceably 
entering the Leased Premises and changing locks or by 
summary proceedings, ejectment or any other lawful means or 
procedure.  Upon or at any time after taking possession of 
the Leased Premises, Landlord may, by peaceable means or 
legal process, remove any Persons or property therefrom.  
Landlord shall be under no liability for or by reason of any 
such entry, repossession or removal.  Notwithstanding such 
entry or repossession, Landlord may (A) exercise the remedy 
set forth in and collect the damages permitted by 
Paragraph 23(a)(iii) or (B) collect the damages set forth in 
Paragraph 23(c).

                (ii)  After repossession of the Leased Premises 
pursuant to clause (i) above, Landlord shall have the right 
to relet any of the Leased Premises to such tenant or 
tenants, for such term or terms, for such rent, on such 
conditions and for such uses as Landlord in its sole 
discretion may determine, and collect and receive any rents 
payable by reason of such reletting.  Landlord may make such 
Alterations in connection with such reletting as it may deem 
advisable in its sole discretion.  Notwithstanding any such 
reletting, Landlord may collect the damages set forth in 
Paragraph 23(c).

                (iii)  To the extent permitted by applicable law, 
Landlord may, upon notice to Tenant, require Tenant to make 
an irrevocable offer to terminate this Lease upon payment to 
Landlord of an amount (the "Default Termination Amount") 
specified in the next sentence.  The "Default Termination 
Amount" shall be the greater of (A) the Fair Market Value of 
the Leased Premises, or (B) the Acquisition Cost and the 
Prepayment Premium which Landlord will be required to pay in 
prepaying any Loan with proceeds of the Default Termination 
Amount.  Upon such notice to Tenant, Tenant shall be deemed 
to have made such offer and shall, if requested by Landlord, 
within ten (10) days following such request deposit with 
Landlord as payment against the Default Termination Amount 
the amount described in (B) above, and Landlord and Tenant 
shall promptly commence to determine Fair Market Value.  
Within thirty (30) days after the Fair Market Value Date, 
Landlord shall accept or reject such offer.  If Landlord 
accepts such offer then, on the tenth (10th) business day 
after such acceptance, Tenant shall pay to Landlord the 
Default Termination Amount and, at the request of Tenant, 
Landlord will convey the Leased Premises to Tenant or its 
designee in accordance with Paragraph 20.  Any rejection by 
Landlord of such offer (which rejection shall have been 
consented to in writing by Lender) shall have no effect on 
any other remedy Landlord may have under this Lease.

        (b)     In addition to its other rights under this Lease, Landlord 
has the remedy described in California Civil Code Section 1951.4 which 
provides substantially as follows:  Landlord may continue the Lease in 
effect after Tenant's breach and abandonment and recover the Rent as it 
becomes due.  In accordance with California Civil Code Section 1951.4 
(or any successor statute), Tenant acknowledges that in the event Tenant 
breaches this Lease and abandons the Leased Premises, this Lease shall 
continue in effect for so long as Landlord does not terminate Tenant's 
right to possession, and Landlord may enforce all of its rights and 
remedies under this Lease, including the right to recover the Rent as it 
becomes due under this Lease.  Tenant acknowledges that the limitations 
on subletting and assignment set forth in Paragraph 21 are reasonable.  
Acts of maintenance or preservation or efforts to relet the Leased 
Premises or the appointment of a receiver upon initiative of Landlord to 
protect Landlord's interest under this Lease shall not constitute a 
termination of Tenant's right to possession.

        (c)     If Landlord elects to terminate this Lease upon the 
occurrence of an Event of Default, Landlord may collect from Tenant 
damages computed in accordance with the following  provisions in 
addition to Landlord's other remedies under this Lease:

                (i)  the worth at the time of award of any unpaid Rent 
which has been earned at the time of such termination; plus

                (ii)  the worth at the time of award of the amount by 
which any unpaid Rent which would have been earned after 
termination until the time of award exceeds the amount of 
such rental loss that Tenant proves could have been 
reasonably avoided; plus

                (iii)  the worth at the time of award of the amount by 
which the unpaid Rent for the balance of the Term after the 
time of award exceeds the amount of such rental loss that 
Tenant proves could be reasonably avoided, plus

                (iv)  any other reasonable Cost necessary to 
compensate Landlord for all the detriment proximately caused 
by Tenant's failure to perform its obligations under this 
Lease, including out of pocket costs incurred by Lender, or 
which in the ordinary course of things would be likely to 
result therefrom including, without limitation, brokerage 
commissions, the cost of repairing and reletting the Leased 
Premises and reasonable attorneys' fees; plus

                (v)  at Landlord's election, such other amounts in 
addition to or in lieu of the foregoing as may be permitted 
from time to time by applicable state law.  Damages shall be 
due and payable from the date of termination.

        (d)     For purposes of clauses (i) and (ii) of Paragraph 23(c), the 
"worth at the time of award" shall be computed by adding interest at the 
Default Rate to the past due Rent.  For the purposes of clause (iii) of 
Paragraph 23(c), the "worth at the time of award" shall be computed by 
discounting such amount at the discount rate of the Federal Reserve Bank 
of San Francisco at the time of the award, plus one percent (1%).

        (e)     Landlord shall be entitled to apply the Security Deposit to 
any amounts due under Paragraph 23(c) if this Lease shall be terminated, 
or, if this Lease shall remain in full force and effect, to any amounts 
due under Paragraph 23(b) or in the following order:  (i) to past due 
Basic Rent, (ii) to other Monetary Obligations then due and owing and 
(iii) to installments of Basic Rent in inverse order of maturity 
commencing with the last installment of the Term.

        (f)     Notwithstanding anything to the contrary herein contained, 
in lieu of or in addition to any of the foregoing remedies and damages, 
Landlord may exercise any remedies and collect any damages available to 
it at law or in equity.  If Landlord is unable to obtain full 
satisfaction pursuant to the  exercise of any remedy, it may pursue any 
other remedy which it has hereunder or at law or in equity.

        (g)     Landlord shall not be required to mitigate any of its 
damages hereunder unless required to by applicable Law.  If any Law 
shall validly limit the amount of any damages provided for herein to an 
amount which is less than the amount agreed to herein, Landlord shall be 
entitled to the maximum amount available under such Law.

        (h)     No termination of this Lease, repossession or reletting of 
the Leased Premises, exercise of any remedy or collection of any damages 
pursuant to this Paragraph 23 shall relieve Tenant of any Surviving 
Obligations.

        (i)     WITH RESPECT TO ANY REMEDY OR PROCEEDING OF LANDLORD 
HEREUNDER, TENANT WAIVES ANY RIGHT TO A TRIAL BY JURY.  Tenant agrees 
that this Lease constitutes a written consent to waiver of trial by jury 
pursuant to the provisions of California Code of Civil Procedure Section 
631 and Tenant does hereby appoint Landlord its true and lawful 
attorney-in-fact, which appointment is coupled with an interest, and 
Tenant does hereby authorize and empower Landlord, in the name, place 
and stead of Tenant, to file this Lease with the clerk or judge of any 
court of competent jurisdiction as statutory written consent to waiver 
of trial by jury.

        (j)     During the existence of any Event of Default, Landlord shall 
have the right (but no obligation) to perform any act required of Tenant 
hereunder and, if performance of such act requires that Landlord enter 
the Leased Premises, Landlord may enter the Leased Premises for such 
purpose.

        (k)     No failure of Landlord (i) to insist at any time upon the 
strict performance of any provision of this Lease or (ii) to exercise 
any option, right, power or remedy contained in this Lease shall be 
construed as a waiver, modification or relinquishment thereof.  A 
receipt by Landlord of any sum in satisfaction of any Monetary 
Obligation with knowledge of the breach of any provision hereof shall 
not be deemed a waiver of such breach, and no waiver by Landlord of any 
provision hereof shall be deemed to have been made unless expressed in a 
writing signed by Landlord.

        (l)     Tenant hereby waives and surrenders, for itself and all 
those claiming under it, including creditors of all kinds, (i) any right 
and privilege which it or any of them may have under any present or 
future Law to redeem any of the Leased Premises or to have a continuance 
of this Lease after termination of this Lease or of Tenant's right of 
occupancy or possession pursuant to any court order or any provision 
hereof, and (ii) the benefits of any present or future Law which exempts 
property from liability for debt or for distress for rent.

        (m)     Except as otherwise provided herein, all remedies are 
cumulative and concurrent and no remedy is exclusive of any other 
remedy.  Each remedy may be exercised at any time an Event of Default 
has occurred and is continuing and may be exercised from time to time.  
No remedy shall be exhausted by any exercise thereof.

        24.     Notices.  All notices, demands, requests, consents, 
approvals, offers, statements and other instruments or communications 
required or permitted to be given pursuant to the provisions of this 
Lease shall be in writing and shall be deemed to have been given for all 
purposes when delivered in person or by Federal Express or other 
reliable 24-hour delivery service, addressed to the other party at its 
address stated on page 1 of this Lease.  A copy of any notice given by 
Tenant to Landlord shall simultaneously be given by Tenant to Reed Smith 
Shaw & McClay, 2500 One Liberty Place, Philadelphia, PA  19103, 
Attention:  Chairman, Real Estate Department.  For the purposes of this 
Paragraph, any party may substitute another address stated above (or 
substituted by a previous notice) for its address by giving fifteen (15) 
days' notice of the new address to the other party, in the manner 
provided above.

        25.     Estoppel Certificate.  At any time upon not less than ten 
(10) days' prior written request by any of Landlord, Tenant or Lender 
(the "Requesting Party") to Landlord or Tenant, as applicable, (the 
"Responding Party"), the Responding Party shall deliver to the 
Requesting Party a statement in writing, executed by an authorized 
officer of the Responding Party, certifying (a) that, except as 
otherwise specified, this Lease is unmodified and in full force and 
effect, (b) the dates to which Basic Rent, Additional Rent and all other 
Monetary Obligations have been paid, (c) that, to the knowledge of the 
signer of such certificate and except as otherwise specified, no default 
by either Landlord or Tenant exists hereunder, (d) such other matters as 
the Requesting Party may reasonably request, and (e) if Tenant is the 
Responding Party that, except as otherwise specified, there are no 
proceedings pending or, to the knowledge of the signer, threatened, 
against Tenant before or by any court or administrative agency which, if 
adversely decided, would materially and adversely affect the financial 
condition and operations of Tenant or Tenant's ability to perform its 
obligations under this Lease.  Any such statements by the Responding 
Party may be relied upon by the Requesting Party, any Person whom the 
Requesting Party notifies the Responding Party in its request for the 
Certificate is an intended recipient or beneficiary of the Certificate, 
any Lender or their assignees and by any prospective purchaser or 
mortgagee of any of the Leased Premises.  Any certificate required under 
this Paragraph 25 and delivered by Tenant shall state that, in the 
opinion of each person signing the same, he or she has made such 
examination or investigation as is necessary to enable him or her to 
express an informed opinion as to the subject matter of such  
certificate, and shall briefly state the nature of such examination or 
investigation.

        26.     Surrender.  Upon the expiration or earlier termination of 
this Lease, Tenant shall peaceably leave and surrender the Leased 
Premises to Landlord in the same condition in which the Leased Premises 
was at the commencement of this Lease, except as repaired, rebuilt, 
restored, altered, replaced or added to as permitted or required by any 
provision of this Lease, and except for ordinary wear and tear.  Upon 
such surrender, Tenant shall (a) remove from the Leased Premises all 
property which is owned by Tenant or third parties other than Landlord 
and (b) repair any damage caused by such removal.  Property not so 
removed shall become the property of Landlord, and Landlord may 
thereafter cause such property to be removed from the Leased Premises.  
The cost of removing and disposing of such property and repairing any 
damage to any of the Leased Premises caused by such removal shall be 
paid by Tenant to Landlord upon demand.  Landlord shall not in any 
manner or to any extent be obligated to reimburse Tenant for any such 
property which becomes the property of Landlord pursuant to this 
Paragraph 26.

        27.     No Merger of Title.  There shall be no merger of the 
leasehold estate created by this Lease with the fee estate in any of the 
Leased Premises by reason of the fact that the same Person may acquire 
or hold or own, directly or indirectly, (a) the leasehold estate created 
hereby or any part thereof or interest therein and (b) the fee estate in 
any of the Leased Premises or any part thereof or interest therein, 
unless and until all Persons having any interest in the interests 
described in (a) and (b) above which are sought to be merged shall join 
in a written instrument effecting such merger and shall duly record the 
same.

        28.     Books and Records.

        (a)     Tenant shall permit Landlord and Lender by their respective 
agents, accountants and attorneys, upon not less than 48 hours notice to 
Tenant (except that if an Event of Default exists no notice shall be 
required), to visit and inspect the Leased Premises and examine (and 
make copies of) the records and books of account and to discuss the 
finances and business with the officers of Tenant and its independent 
accountants, at such reasonable times as may be requested by Landlord.  
Upon the request of Lender (either telephonically or in writing), Tenant 
shall provide to Lender (with a copy to Landlord) such other information 
as Lender shall reasonably request.

        (b)     Tenant shall deliver to Landlord and to Lender within ninety 
(90) days of the close of each fiscal year, annual audited financial 
statements of Tenant and its consolidated Subsidiaries prepared by 
nationally recognized independent certified public accountants.  Tenant 
shall also furnish to Landlord and Lender within forty-five (45) days of 
the close of each of the remaining three (3) fiscal quarters unaudited 
financial statements of Tenant, certified by Tenant's chief financial 
officer, and all other quarterly reports of Tenant, and all filings, if 
any, of Form 10-K, Form 10-Q and other required  filings with the 
Securities and Exchange Commission pursuant to the provisions of the 
Securities Exchange Act of 1934, as amended, or any other Law.  All 
financial statements of Tenant shall be prepared in accordance with GAAP 
(as defined in Exhibit "E" hereto) consistently applied.  All annual 
financial statements shall be accompanied (x) by an opinion of said 
accountants stating that (1) there are no qualifications as to the scope 
of the audit and (2) the audit was performed in accordance with GAAP and 
(y) by the affidavit of the president or a vice president of Tenant, 
dated within five (5) days of the delivery of such statement, stating 
that (i) the affiant knows of no Event of Default, or event which, upon 
notice or the passage of time or both, would become an Event of Default 
which has occurred and is continuing hereunder or, if any such event has 
occurred and is continuing, specifying the nature and period of 
existence thereof and what action Tenant has taken or proposes to take 
with respect thereto and (ii) except as otherwise specified in such 
affidavit, that Tenant has fulfilled all of its obligations under this 
Lease which are required to be fulfilled on or prior to the date of such 
affidavit.

        (c)     Landlord and its agents, accountants and attorneys, shall 
consider and treat on a confidential basis (i) any information contained 
in the books and records of Tenant, (ii) any copies of any books and 
records of Tenant, and any financial statements of Tenant pursuant to 
Paragraph 28(b) which are delivered to or received by them.  Neither 
Landlord nor its agents, accountants and attorneys, shall disclose any 
information contained in Tenant's books and records nor distribute 
copies of any of such books and records nor Tenant's financial 
statements to any other Persons without the prior written consent of the 
chief operating officer of Tenant.

        (d)     The restrictions contained in Paragraph 28(c) shall not 
prevent disclosure by Landlord of any information in any of the 
following circumstances:

                (i)  Upon the order of any court or administrative 
agency to the extent required by such order and not 
effectively stayed or by appeal or otherwise;

                (ii)  Upon the request, demand or requirement of any 
regulatory agency or authority having jurisdiction over such 
party, including the United States Securities and Exchange 
Commission (whether or not such request or demand has the 
force of law);

                (iii)  That has been publicly disclosed by Tenant in a 
press release or other public announcement of general 
circulation or filed with the United States Securities and 
Exchange Commission or that has become public through no 
breach by the recipient of these confidentiality 
obligations;

                (iv)  To counsel or accountants or other agents for 
Landlord or counsel or accountants or other agents  for such 
other Person who has agreed to abide by the provisions of 
Paragraph 28(c);

                (v)  While an Event of Default exists, in connection 
with the exercise of any right or remedy under this Lease or 
any other related document;

                (vi)  Independently developed by Landlord to the 
extent that confidential information provided by Tenant is 
not used to develop such information;

                (vii)  With respect to financial information and 
information that Landlord or its attorneys deem to be 
material in any reporting to the shareholders of Landlord or 
the shareholders or prospective shareholders (whether 
through a registered public offering or otherwise) of 
Landlord's parent company;

                (viii)  In connection with any sale or financing of 
the Leased Premises, provided that any recipient of such 
information who is a prospective purchaser of the Leased 
Premises (except for a purchaser that purchases all or 
substantially all of the assets of Landlord's parent 
company) shall agree to be bound by the terms of 
Paragraph 28(c);

                (ix)  From Landlord to Lender or to any prospective 
purchaser of the Leased Premises or to the National 
Association of Insurance Commissioners; or

                (x)  As otherwise required by Law.

        29.     Determination of Value.

        (a)     Whenever a determination of Fair Market Value or Fair Market 
Rental Value is required pursuant to any provision of this Lease, such 
Fair Market Value or Fair Market Rental Value shall be determined in 
accordance with the following procedure:

                (i)  Landlord and Tenant shall endeavor to agree upon 
such Fair Market Value within thirty (30) days after the 
date (the "Applicable Initial Date") on which (A) Tenant 
provides Landlord with notice of its intention to terminate 
this Lease and purchase the Leased Premises pursuant to 
Paragraph 18, (B) Landlord provides Tenant with notice of 
its intention to redetermine Fair Market Value pursuant to 
Paragraph 20(c), (C) Landlord provides Tenant with notice of 
Landlord's intention to require Tenant to make an offer to 
terminate this Lease pursuant to Paragraph 23(a)(iii), (D) 
Tenant provides Landlord with an Intended Assignment Offer 
under Paragraph 21(d), (E) the date on which Landlord 
accepts Tenant's offer pursuant to Paragraph 33(c), (F) the 
date on which Landlord accepts the Third Party Purchaser's 
offer pursuant to Paragraph 35(c) and (G) the date on which 
Landlord accepts Tenant's offer pursuant to Paragraph 38(d). 
 Landlord and Tenant shall endeavor to agree on Fair Market 
Rental Value on the date (also, an "Applicable Initial 
Date") which is six (6) calendar months prior to the 
expiration of the then current Term unless Tenant has 
previously exercised its option pursuant to Paragraph 5(b) 
not to have the Term automatically extended.  Upon reaching 
such agreement, the parties shall execute an agreement 
setting forth the amount of such Fair Market Value or Fair 
Market Rental Value, as the case may be.

                (ii)  If the parties shall not have signed such 
agreement within thirty (30) days after the Applicable 
Initial Date, Tenant shall within fifty (50) days after the 
Applicable Initial Date select an appraiser and notify 
Landlord in writing of the name, address and qualifications 
of such appraiser.  Within twenty (20) days thereafter, 
Landlord shall select an appraiser and notify Tenant of the 
name, address and qualifications of such appraiser.  Such 
two appraisers shall endeavor to agree upon Fair Market 
Value or Fair Market Rental Value, as the case may be, based 
on an appraisal made by each of them as of the Relevant 
Date.  If such two appraisers shall agree upon a Fair Market 
Value or Fair Market Rental Value, as the case may be, the 
amount of such Fair Market Value or Fair Market Rental 
Value, as the case may be, as so agreed shall be binding and 
conclusive.

                (iii)  If such two appraisers shall be unable to agree 
upon a Fair Market Value or Fair Market Rental Value, as the 
case may be, within twenty (20) days after the selection of 
an appraiser by Landlord, then such appraisers shall advise 
Landlord and Tenant of their respective determination of 
Fair Market Value or Fair Market Rental Value, as the case 
may be, and shall select a third appraiser to make the 
determination of Fair Market Value or Fair Market Rental 
Value, as the case may be, which determination as to the 
selection of the third appraiser shall be binding and 
conclusive upon Landlord and Tenant.

                (iv)  If such two appraisers shall be unable to agree 
upon the designation of a third appraiser within ten (10) 
days after the expiration of the twenty (20) day period 
referred to in clause (iii) above, or if such third 
appraiser does not make a determination of Fair Market Value 
or Fair Market Rental Value, as the case may be, within 
twenty (20) days after his selection, then such third 
appraiser or a substituted third appraiser, as applicable, 
shall, at the request of either party hereto (with notice to 
the other party), be appointed by the President or Chairman 
of the American Arbitration Association in San Francisco, 
California.  The determination of Fair Market Value or Fair 
Market Rental Value, as the case may be, made by the third 
appraiser appointed pursuant hereto shall be made within 
twenty (20) days after such appointment.

                (v)  Fair Market Value or Fair Market Rental Value, as 
the case may be, shall be the average of the determination 
of Fair Market Value or Fair Market Rental Value, as the 
case may be, made by the third appraiser and the 
determination of Fair Market Value or Fair Market Rental 
Value, as the case may be, made by the appraiser (pursuant 
to Paragraph 29(a)(iii) hereof) whose determination of Fair 
Market Value or Fair Market Rental Value, as the case may 
be, is nearest to that of the third appraiser.  Such average 
shall be binding and conclusive upon Landlord and Tenant.

                (vi)  All appraisers selected or appointed pursuant to 
this Paragraph 29(a) shall (A) be independent  qualified MAI 
appraisers (B) have no right, power or authority to alter or 
modify the provisions of this Lease, (C) utilize the 
methodology for determining Fair Market Value set forth in 
Paragraph 29(c) or the methodology for determining Fair 
Market Rental Value as set forth in Paragraph 29(d), and (D) 
be registered in the State if the State provides for or 
requires such registration.  The Cost of the procedure 
described in this Paragraph 29(a) above shall be borne 
equally by Landlord and Tenant, except that the Cost with 
respect to the appraisals performed under Paragraphs 21, 23, 
33 or 38 shall be paid by Tenant and the Cost with respect 
to the appraisals performed under Paragraph 35 shall be paid 
by the Third Party Purchaser.

        (b)     If, by virtue of any delay, Fair Market Value is not 
determined by the expiration or termination of the then current Term, 
then the date on which the Term would otherwise expire or terminate 
shall be extended to the date specified for termination in the 
particular provision of this Lease pursuant to which the determination 
of Fair Market Value is being made.  If, by virtue of any delay, Fair 
Market Rental Value is not determined by the expiration or termination 
of the then current Term, then until Fair Market Rental Value is 
determined, Tenant shall continue to pay Basic Rent during the 
succeeding Renewal Term in the same amount which it was obligated under 
this Lease to pay prior to the commencement of the Renewal Term.  When 
Fair Market Rental Value is determined, the appropriate Basic Rent shall 
be calculated retroactive to the commencement of the Renewal Term and 
Tenant shall either receive a refund from Landlord (in the case of an 
overpayment) or shall pay any deficiency to Landlord (in the case of an 
underpayment).

        (c)     Fair Market Value shall be determined as follows:  The 
appraisers shall add (i) the present value of the Rent for the remaining 
Term, (with assumed increases in the CPI to be determined by the 
appraisers) using a discount rate (which may be determined by an 
investment banker) based on the creditworthiness of Tenant and (ii) the 
present value of the Fair Market Value of the Leased Premises as of the 
end of the then current Term (without necessarily making any assumption 
as to whether the Tenant will or will not exercise any remaining 
options), using a yield rate required by investors for property having 
similar characteristics, without consideration given to Tenant's credit 
rating or creditworthiness.  In determining the value under (ii), the 
appraisers shall, insofar as possible, consider properties having 
similar characteristics and in reasonable proximity to the Leased 
Premises, but the appraisers shall not be precluded from considering 
properties that do not have "clean" rooms, properties that are (or are 
not) located in Hayward, California or properties having a different use 
than the Leased Premises.  The appraisers shall further assume that no 
default then exists under the Lease, that Tenant has complied (and will 
comply) with all provisions of the Lease, and that Tenant has not 
violated (and will not violate) any of the Covenants.

        (d)     In determining Fair Market Rental Value, the appraisers 
shall determine the amount that a willing tenant would pay, and a 
willing landlord of a building having similar characteristics and in 
reasonable proximity to the Leased Premises would accept, at arm's 
length, taking into account:  (a) the age, quality, and condition of the 
Improvements; (b) that the Leased Premises may be leased as a whole or 
substantially as a whole to a single user or leased to multiple users; 
(c) a lease term of five (5) years; (d) an absolute triple net lease; 
and (e) such other items that professional real estate appraisers 
customarily consider.  In determining Fair Market Rental Value, the 
appraisers shall, insofar as possible, consider properties having 
similar characteristics and in reasonable proximity to the Leased 
Premises, but the appraisers shall not be precluded from considering 
properties that do not have "clean" rooms, properties that are (or are 
not) located in Hayward, California or properties having a different use 
than the Leased Premises.

        30.     Non-Recourse as to Landlord.  Anything contained herein to 
the contrary notwithstanding, any claim based on or in respect of any 
liability of Landlord under this Lease shall be enforced only against 
the Leased Premises and not against any other assets, properties or 
funds of (a) Landlord, (b) any director, officer, general partner, 
shareholder, member, limited partner, advisor, employee or agent of 
Landlord or any general partner of Landlord or any of its general 
partners (or any legal representative, heir, estate, successor or assign 
of any thereof), (c) any predecessor or successor partnership or 
corporation (or other entity) of Landlord or any of its general 
partners, shareholders, officers, directors, advisors, employees or 
agents, either directly or through Landlord or its general partners, 
shareholders, officers, directors, advisors, employees or agents or any 
predecessor or successor partnership or corporation (or other entity), 
or (d) any other Person (including W.P. Carey Incorporated) affiliated 
with any of the foregoing, or any director, officer, advisor, employee 
or agent of any thereof.

        31.     Financing.

        (a)     Tenant covenants and agrees that it shall pay all reasonable 
costs and expenses incurred by Landlord in refinancing the Initial Loan, 
including the cost of any mortgage broker's fees, "points" or commitment 
fees payable to the Lender, survey, title and environmental costs and 
costs of Landlord's and Lender's counsel.  Payment of such costs shall 
be made within ten (10) days following receipt of a written request from 
Landlord accompanied by invoices for the amounts requested.

        (b)     If Landlord desires to obtain or refinance any Loan, Tenant 
shall negotiate in good faith with Landlord concerning any request made 
by any Lender or proposed Lender for changes or modifications in this 
Lease.  In particular, Tenant shall agree, upon request of Landlord, to 
supply any such Lender with such notices and information as Tenant is 
required to give to Landlord hereunder and to extend the rights of 
Landlord hereunder to any such Lender and to consent to such financing 
if such consent is requested by such Lender.  Tenant shall provide any 
other consent or statement and shall execute any and all other documents 
that such Lender requires in connection with such financing, including 
any environmental indemnity agreement and subordination, non-disturbance 
and attornment agreement, so long as the same do not materially 
adversely affect any right, benefit or privilege of Tenant under this 
Lease or materially increase Tenant's obligations under this Lease.

        (c)     Except as provided in Paragraph 31(a) above, Tenant shall 
not be responsible for any fees or expenses associated with any of the 
transactions contemplated by this Paragraph 31.  Landlord shall 
reimburse Tenant for all reasonable costs and expenses incurred by 
Tenant in carrying out its obligations under this Paragraph 31 other 
than as provided in the foregoing Paragraph 31(a).

        32.     Subordination.  This Lease and Tenant's interest hereunder 
shall be subordinate to any Mortgage or other security instrument 
hereafter placed upon the Leased Premises by Landlord, and to any and 
all advances made or to be made thereunder, to the interest thereon, and 
all renewals, replacements and extensions thereof, provided that any 
such Mortgage or other security instrument (or a separate instrument in 
recordable form duly executed by the holder of any such Mortgage or 
other security instrument and delivered to Tenant) shall provide for the 
recognition of this Lease and all Tenant's rights hereunder unless and 
until an Event of Default exists or Landlord shall have the right to 
terminate this Lease pursuant to any applicable provision hereof all as 
set forth in a Subordination, Non-Disturbance and Attornment Agreement 
in form and substance reasonably satisfactory to Tenant.

        33.     Financial Covenants; Covenant Breach Offer.

        (a)     Until the expiration of the Initial Term, Tenant hereby 
covenants and agrees to comply with all the covenants and agreements 
(the "Covenants") described in Paragraphs 1 through 3 in Exhibit "E" 
hereto.

        (b)     If (i) Tenant intends to take any action or, with respect to 
Paragraph 1(b) of Exhibit "E", has knowledge that such action is 
intended to be taken by another Person, or such action occurs (such 
action, an "Intended Transaction") that would result in a breach of any 
Covenant set forth in Paragraph 1 or 2 of Exhibit "E" attached hereto or 
(ii) Tenant becomes aware that the Covenant set forth in Paragraph 3 of 
Exhibit "E" will be or has been breached (a "Covenant Breach"), then, 
not later than ninety (90) days prior to the Intended Transaction or the 
date on which Tenant obtains knowledge of any such action, in the case 
of (i) above, or immediately upon becoming aware that a Covenant Breach 
will occur or has occurred, in the case of (ii) above, Tenant shall 
submit to Landlord and Lender a description thereof specifying the 
Intended Transaction or the Covenant Breach, as the case may be, 
together with a rejectable offer of Tenant to purchase the Leased 
Premises (as required by, and in accordance with, the provisions of this 
Paragraph 33) and, if such offer is accepted by Landlord, Tenant shall 
purchase the Leased Premises within the time prescribed for such 
purchase (as provided in this Paragraph 33) and otherwise in accordance 
with the provisions of Paragraph 20 of this Lease.

        (c)     Tenant shall make an offer to purchase the Leased Premises 
no later than the date (the "Intended Transaction Closing Date") on 
which the Intended Transaction will occur (or, in the case of a Covenant 
Breach, no later than the earlier of ninety (90) days from the date 
Tenant becomes aware that a Covenant Breach has occurred or will occur) 
for a purchase price equal to the Offer Amount.

        (d)     If Landlord shall reject such offer by notice to Tenant, 
such notice to contain the written consent of Lender to  such rejection, 
not later than the thirtieth (30th) day following receipt of such offer 
by Landlord, then the Lease shall remain in full force and effect and 
the Intended Transaction or Covenant Breach, as the case may be, shall 
be deemed waived or acceptable by Landlord and Lender, respectively, and 
the waiver or acceptance shall remain in effect for the balance of the 
Term with respect to the specific Intended Transaction or specific set 
of facts giving rise to the Covenant Breach only.  No rejection of an 
offer under this Paragraph 33 shall be effective for any purpose unless 
consented to in writing by Lender.

        (e)     Unless Landlord shall have rejected such offer by the 
foregoing notice to Tenant not later than the thirtieth (30th) day 
following receipt of Tenant's offer by Landlord, Landlord shall be 
conclusively presumed to have accepted such offer.  If such offer is 
accepted by Landlord, Tenant shall pay to Landlord the Offer Amount on 
the Intended Transaction Closing Date (except that if the Fair Market 
Value of the Leased Premises shall not yet have been determined, Tenant 
shall pay to Landlord an amount equal to the Deposit Amount on the 
Intended Transaction Closing Date and any excess of the Fair Market 
Value of the Leased Premises over such sum shall be paid by Tenant to 
Landlord within ten (10) days of the determination of such Fair Market 
Value) and, provided that no Rent or any other charge is due and unpaid 
under this Lease as of the Intended Transaction Closing Date, and Tenant 
is otherwise in compliance with the terms of this Lease, Landlord shall 
convey to Tenant the Leased Premises in accordance with the provisions 
of Paragraph 20.

        (f)     Notwithstanding the foregoing, and only with respect to 
offers made solely in anticipation of an Intended Transaction or a 
Covenant Breach which Tenant anticipates will occur, if Tenant 
determines that the Intended Transaction or Covenant Breach will not 
occur, Tenant shall have the right to revoke its offer to purchase the 
Leased Premises by notice to Landlord received not later than fifteen 
(15) days prior to the anticipated Intended Transaction Closing Date 
(TIME BEING OF THE ESSENCE), provided that Tenant shall be obligated to 
pay all Costs of Landlord and Lender reasonably incurred as a result of 
the offer made by Tenant pursuant to this Paragraph 33.  Nothing 
provided herein shall constitute a waiver by Landlord of the obligation 
of Tenant to comply with the requirements of this Paragraph 33 if a 
subsequent Covenant Breach or subsequent Intended Transaction will occur 
or occurs.

        34.     Tax Treatment; Reporting.  Landlord and Tenant each 
acknowledge that each shall treat this transaction as a true lease for 
state law purposes and shall report this transaction as a lease for 
Federal income tax purposes.  For Federal income tax purposes each shall 
treat this Lease as a true lease with Landlord as the owner of the 
Leased Premises and Tenant as the lessee of such Leased Premises 
including:  (1) treating Landlord as the owner of the property eligible 
to claim depreciation deductions under Section 167 or 168 of the  
Internal Revenue Code of 1986 (the "Code") with respect to the Leased 
Premises, (2) Tenant reporting its Rent payments as a business expense 
under Section 162 of the Code, and (3) Landlord reporting the Rent 
payments as rental income.

        35.     Right of First Refusal.

        (a)     Except as otherwise provided in clause (e) of this 
Paragraph 35, and provided an Event of Default does not then exist, 
prior to selling the Leased Premises to any Third Party Purchaser, if 
Landlord shall enter into a contract for the sale of the Leased Premises 
with a Third Party Purchaser, (i) such contract shall be conditioned 
upon Tenant's failure to exercise its right under this Paragraph 35 and 
(ii) Landlord shall give written notice to Tenant of the contract for 
sale, together with a copy of the executed offer or contract and the 
name and business address of the Third Party Purchaser.

        (b)     For a period of thirty (30) days following receipt of such 
notice, Tenant shall have the right and option, exercisable by written 
notice to Landlord given within said thirty (30) day period, to elect to 
purchase the Leased Premises at the purchase price and upon all the 
terms and conditions set forth in such contract for sale except that no 
contingencies contained in such contract for sale as to environmental 
assessments, engineering studies, inspection of the Leased Premises, 
sale of other property, state of the title to or encumbrances on the 
Leased Premises which pertains to any exception of title created by, or 
suffered to exist by, Tenant, or any other condition or contingency to 
the Third Party Purchaser's obligation to purchase the Leased Premises 
which pertains to the condition of the Leased Premises, shall apply to 
Tenant's obligation to purchase the Leased Premises under this 
Paragraph 35, and Tenant shall be obligated to purchase the Leased 
Premises without any such condition or contingency.

        (c)     If at the expiration of the aforesaid thirty (30) day period 
Tenant shall have failed to exercise the aforesaid option, Landlord may 
sell the Leased Premises to such Third Party Purchaser upon the terms 
set forth in such contract.  For the purposes of Paragraph 35(a), the 
purchase price in any contract to purchase the Leased Premises which is 
received by Landlord between June 1, 2007 and May 31, 2008 shall be 
deemed to be "acceptable to Landlord" if such offer (i) is for an amount 
equal to or greater than the greater of (A) the sum of (1) Fair Market 
Value (which shall be determined in accordance with the procedure set 
forth in Paragraph 29 of this Lease, except that references to Tenant in 
Paragraphs 29(a) and (b) hereof shall mean Third Party Purchaser) and 
(2) the Prepayment Premium or (B) the sum of (1) the Acquisition Cost 
reduced by the principal payments made on the Note to the date of 
purchase and (2) the Prepayment Premium, (ii) provides that the 
purchaser pays  all costs in connection with such purchase, (iii) 
provides that such purchase price is payable in cash at the closing of 
the sale of the Leased Premises and (iv) the closing date for such 
purchase will occur not later than sixty (60) days following May 31, 
2008.

        (d)     Except as otherwise specifically provided in the foregoing 
Paragraph 35(a), the closing date for any purchase of the Leased 
Premises by Tenant pursuant to this Paragraph 35 shall be on a date 
designated by Tenant, but not later than (i) ninety (90) days after the 
date of Tenant's notice to Landlord of its intention to purchase the 
Leased Premises upon the terms of the contract for sale with a Third 
Party Purchaser or (ii) the closing date provided in such contract for 
sale.  At such closing Landlord shall convey the Leased Premises to 
Tenant in accordance with, and Tenant shall pay to Landlord the purchase 
price and other consideration set forth in, the applicable offer or 
contract.

        (e)     Tenant shall have the right during the Term to exercise the 
foregoing right of first refusal upon each proposed sale of the Leased 
Premises prior to May 31, 2008; provided, that if, following compliance 
with the procedure described in this Paragraph 35, a Third Party 
Purchaser does not purchase the Leased Premises, such event shall not 
count as an exercise of Tenant's right of first refusal.  
NOTWITHSTANDING ANYTHING TO THE CONTRARY, IF TENANT FAILS TO EXERCISE 
THE RIGHT OF FIRST REFUSAL BY May 31, 2008, OR IF THIS LEASE TERMINATES 
OR THE TERM EXPIRES, SUCH RIGHT SHALL TERMINATE AND BE NULL AND VOID AND 
OF NO FURTHER FORCE AND EFFECT.

        (f)     If Tenant does not exercise its right of first refusal to 
purchase the Leased Premises and the Leased Premises are transferred to 
a Third Party Purchaser, Tenant will attorn to any Third Party Purchaser 
as Landlord so long as such Third Party Purchaser and Landlord notify 
Tenant in writing of such transfer.  At the request of Landlord, Tenant 
will execute such documents confirming the agreement referred to above 
and such other agreements as Landlord may reasonably request, provided 
that such agreements do not increase the liabilities and obligations of 
Tenant hereunder.

        (g)     The provisions of Paragraph 35(a) shall not apply to or 
prohibit (i) any mortgaging, subjection to deed of trust or other 
hypothecation of Landlord's interest in the Leased Premises, (ii) any 
sale of the Leased Premises pursuant to a private power of sale under or 
judicial foreclosure of any Mortgage or other security instrument or 
device to which Landlord's interest in the Leased Premises is now or 
hereafter subject, (iii) any transfer of Landlord's interest in the 
Leased Premises to a Lender, beneficiary under deed of trust or other 
holder of a security interest therein by deed in lieu of  foreclosure, 
(iv) any transfer of the Leased Premises to any governmental or 
quasi-governmental agency with power of condemnation, (v) any transfer 
of the Leased Premises to any affiliate of Landlord, Corporate Property 
Associates 12 Incorporated ("CPA 12") or Corporate Property Associates 
14 Incorporated ("CPA 14") or to any entity for whom W.P. Carey & Co., 
Inc., W.P. Carey Incorporated or any of their affiliates provides 
material management or investment advice, (vi) any Person to whom CPA 12 
or CPA 14 sell all or substantially all of their assets, (vii) any 
transfer of the Leased Premises to any of the successors or assigns of 
any of the Persons referred to in the foregoing clauses (i) through (vi) 
or (viii) any transfer, sale or conveyance of any part or all of the 
interests in Landlord between its members or to any affiliates of 
Landlord, CPA 12 or CPA 14.

        36.     Financing Major Alterations.

        (a)     Should Tenant, during the Term of this Lease, desire to make 
Alterations to any of the Leased Premises which are not readily 
removable without causing material damage to the Leased Premises which 
cannot be repaired and which will cost in excess of Five Hundred 
Thousand Dollars ($500,000) ("Major Alterations"), Tenant may, prior to 
the commencement of construction of such Major Alterations, request 
Landlord (with a copy of such request to Lender) to reimburse the costs 
thereof to Landlord (the "Alteration Cost") to Tenant, to wit: cost of 
labor and materials, financing fees, legal fees, survey, title insurance 
and other normal and customary loan or construction costs.

        (b)     Should Landlord agree to reimburse such costs, Landlord and 
Tenant shall enter into good faith negotiations regarding the execution 
and delivery of a written agreement of modification of this Lease, which 
agreement shall provide for the following:

                (i)  payment by Landlord to Tenant of the Alteration 
Cost within one hundred twenty (120) days of the date of 
Landlord's agreement to pay the Alteration Cost, or in 
installment payments as agreed, or on the date of completion 
of the Major Alterations, whichever shall be the later;

                (ii)  an increase in the annual Basic Rent payable 
during the Amortization Period (as hereinafter defined) to 
an amount sufficient to amortize the Alteration Cost ("Total 
Financing") over a period (the "Amortization Period") which 
shall be the remainder of the then current Term and, if 
Tenant so elects, any additional extension periods provided 
for herein (so long as Tenant shall confirm any such 
extension periods included in the Amortization Period by a 
written waiver of its right to give notice of its intention 
not to renew this Lease prior to the expiration of such 
extension periods), at such rate of interest and upon such 
other terms as shall be agreed upon between Landlord and 
Tenant, but which shall be no less favorable than the 
prevailing interest rate and terms for unsecured loans in a 
principal amount equal to the Total Financings for borrowers 
with credit ratings equivalent to the lesser of Landlord's 
or Tenant's credit rating at that time; and

                (iii)  such other changes and amendments to this Lease 
as may be necessary and appropriate in view of such payment 
of the Alteration Cost by Landlord to Tenant.

        (c)     Tenant shall pay all Costs incurred by Landlord in 
connection with any such modification to this Lease and such financing, 
including closing costs, brokerage fees, taxes, recording charges and 
legal fees and expenses.

        (d)     If Landlord and Tenant do not reach agreement on Tenant's 
request to have Landlord finance the Alteration Costs, Tenant shall, 
subject to the provisions of Paragraph 13 of this Lease, have the right 
to construct the Major Alterations at Tenant's sole cost and expense.  
In any event, the construction of the Major Alterations shall be 
performed in accordance with the provisions of Paragraph 13 hereof and 
the Major Alterations shall be the property of Landlord and part of the 
Leased Premises subject to this Lease.

        (e)     Nothing contained in this Paragraph 36 shall be construed to 
modify Paragraph 13 hereof, and the provisions of Paragraph 12 and 
subparagraphs (i) and (ii) of Paragraph 13(a) shall apply to all Major 
Alterations made or constructed hereunder, including the requirement for 
Landlord's consent to Alterations.

        37.     Security Deposit.

        (a)     Tenant has delivered to Landlord a security deposit (the 
"Security Deposit") in the amount of Three Hundred Forty-two Thousand 
Five Hundred Eighty-one and 25/100 ($342,581.25).  If not sooner applied 
as provided in Paragraph 23(e), the Security Deposit shall be applied 
(i) to monthly payments of the Basic Rent in reverse order, commencing 
with the last month of the Initial Term, commencing with the last 
payment due or (ii) if Tenant purchases the Leased Premises, against 
Tenant's obligation to pay the Default Termination Amount, Offer Amount 
or Termination Amount, as the case may be.  The Security Deposit shall 
be security for the payment by Tenant of the Rent and all other charges 
or payments to be paid hereunder and the performance of the covenants 
and obligations contained herein.  Landlord shall have the right to 
commingle the Security Deposit with other funds of Landlord.  Anything 
herein contained to the contrary notwithstanding, the Security Deposit 
shall be credited against Rent or other obligations of Tenant hereunder.

        (b)     Landlord shall have the right to assign to Lender or any 
other holder of a Mortgage the Security Deposit during the term of the 
applicable Loan, and the Lender or such other holder of a Mortgage shall 
have all of the rights of, and shall be subject to the terms of, this 
Paragraph 37.  Tenant covenants and agrees to execute such agreements, 
consents and acknowledgments as may be reasonably requested by Landlord 
and Lender from time to time to acknowledge the assignment of the 
Security Deposit.

        38.     Right to Vacate; Rejectable Offer Upon Vacation.

        (a)     Tenant shall have the right at any time after June 1, 2004 
to vacate the Leased Premises; provided that (i) Tenant shall notify 
Landlord and Lender within ten (10) days after vacation of the Leased 
Premises by Tenant, (ii) Tenant shall make reasonable good faith efforts 
to sublet the Leased Premises, which sublease or subleases which shall 
be subject to the provisions of Paragraph 21(h) or (i) hereof, as the 
case may be, and (iii) Tenant shall continue to perform all of its 
obligations under this Lease, including its obligation to maintain the 
Leased Premises and to pay all Rent as and when due hereunder.

        (b)     If, at any time during the Term, the Leased Premises shall 
be vacant for twelve (12) consecutive months, Tenant shall, on the first 
day of the thirteenth (13th) month that Leased Premises are vacant, make 
an offer (the "Vacation Offer") to purchase the Leased Premises on the 
first Basic Rent Payment Date occurring thirty (30) days after the 
determination of Fair Market Value (the "Vacation Purchase Date") for a 
purchase price equal to the Offer Amount.  Promptly upon the delivery to 
Landlord of the Vacation Offer, Landlord and Tenant shall commence to 
determine the Fair Market Value of the Leased Premises.

        (c)     No rejection of the Vacation Offer shall be effective for 
any purpose unless consented to in writing by Lender.  If Landlord shall 
reject the Vacation Offer by notice to Tenant, containing the written 
consent of Lender to such rejection, no later than the thirtieth (30th) 
day following receipt of the Vacation Offer by Landlord, then this Lease 
shall remain in full force and effect and Landlord and Lender shall be 
deemed to have waived the Event of Default described in 
Paragraph 22(a)(x) with respect to a vacation of the Leased Premises.

        (d)     Unless Landlord shall have rejected the Vacation Offer by 
the foregoing notice to Tenant not later than the thirtieth (30th) day 
following receipt of the Vacation Offer by Landlord, Landlord shall be 
conclusively presumed to have accepted the Vacation Offer.  If the 
Vacation Offer is accepted by Landlord, then, through an appropriate 
escrow, (i) Tenant shall pay to Landlord the Offer Amount on the 
Vacation Purchase Date and, (ii) provided that no Rent or any other 
charge is due and unpaid under this Lease as of the Vacation Purchase 
Date and Tenant is otherwise in compliance with the terms hereof, 
Landlord shall convey to Tenant the Leased Premises in accordance with 
the provisions of Paragraph 20.

        39.     Miscellaneous.

        (a)     The paragraph headings in this Lease are used only for 
convenience in finding the subject matters and are not part of this 
Lease or to be used in determining the intent of the parties or 
otherwise interpreting this Lease.

        (b)     As used in this Lease, the singular shall include the plural 
and any gender shall include all genders as the context requires and the 
following words and phrases shall have the following meanings:  
(i) "including" shall mean "including without limitation"; 
(ii) "provisions" shall mean "provisions, terms, agreements, covenants 
and/or conditions"; (iii) "lien" shall mean "lien, charge, encumbrance, 
title retention agreement, pledge, security interest, mortgage and/or 
deed of trust"; (iv) "obligation" shall mean "obligation, duty, 
agreement, liability, covenant and/or condition"; (v) "any of the Leased 
Premises" shall mean "the Leased Premises or any part thereof or 
interest therein"; (vi) "any of the Land" shall mean "the Land or any 
part thereof or interest therein"; (vii) "any of the Improvements" shall 
mean "the Improvements or any part thereof or interest therein"; 
(viii) "any of the Equipment" shall mean "the Equipment or any part 
thereof or interest therein"; and (ix) "any of the Adjoining Property" 
shall mean "the Adjoining Property or any part thereof or interest 
therein".

        (c)     Any act which Landlord is permitted to perform under this 
Lease may be performed at any time and from time to time by Landlord or 
any person or entity designated by Landlord.  Each appointment of 
Landlord as attorney-in-fact for Tenant hereunder is irrevocable and 
coupled with an interest.  Except as otherwise specifically provided 
herein, Landlord shall have the right, at its sole option, to withhold 
or delay its consent whenever such consent is required under this Lease 
for any reason or no reason.  Time is of the essence with respect to the 
performance by Tenant of its obligations under this Lease.

        (d)     Landlord shall in no event be construed for any purpose to 
be a partner, joint venturer or associate of Tenant or of any subtenant, 
operator, concessionaire or licensee of Tenant with respect to any of 
the Leased Premises or otherwise in the conduct of their respective 
businesses.

        (e)     This Lease and any documents which were executed by Tenant 
at the request of Landlord on or about the date of the Original Lease 
and may be executed by Tenant on or about the effective date hereof at 
Landlord's request constitute the entire agreement between the parties 
and supersede all prior understandings and agreements, whether written 
or oral, between the parties hereto relating to the Leased Premises and 
the transactions provided for herein.  Landlord and Tenant are business 
entities having substantial experience with the subject matter of this 
Lease and have each fully participated in the negotiation and drafting 
of this Lease.  Accordingly, this Lease shall be construed without 
regard to the rule that ambiguities in a document are to be construed 
against the drafter.

        (f)     This Lease may be modified, amended, discharged or waived 
only by an agreement in writing signed by the party against whom 
enforcement of any such modification, amendment, discharge or waiver is 
sought.

        (g)     The covenants of this Lease shall run with the land and bind 
Tenant, its successors and assigns and all present and subsequent 
encumbrances and subtenants of any of the Leased Premises, and shall 
inure to the benefit of Landlord, its successors and assigns.  If there 
is more than one Tenant, the obligations of each shall be joint and 
several.

        (h)     If any one or more of the provisions contained in this Lease 
shall for any reason be held to be invalid, illegal or unenforceable in 
any respect, such invalidity, illegality or unenforceability shall not 
affect any other provision of this Lease, but this Lease shall be 
construed as if such invalid, illegal or unenforceable provision had 
never been contained herein.

        (i)     This Lease shall be governed by and construed and enforced 
in accordance with the Laws of the State.

        IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to 
be duly executed under seal as of the day and year first above written.

                LANDLORD:

                ET LLC, a Delaware limited
                liability company, d/b/a ET QRS LLC

                By:     Corporate Property Associates
                        12 Incorporated, Member


                        By:     

                        Title:  First Vice President


                By:     Corporate Property Associates
                        14 Incorporated, Member


                        By:     

                        Title:  First Vice President


                TENANT:

                ETEC SYSTEMS, INC.,
                a Nevada corporation


                By:             

                Title: