<PAGE>   1
                                                                   EXHIBIT 10.15


                                  OFFICE LEASE

                     BASIC DEFINITIONS AND LEASE PROVISIONS
                                    (Office)

               A.     The following list sets out certain defined terms and
certain financial and other information pertaining to the lease:

               1.     "Date of Lease": May 26,1998

               2.     "Landlord": Aetna Life Insurance Company

               3.     Landlord's address: 12001 N. Central Expressway, Suite
                      650, Dallas, TX. 75243

                      Contact: Allegis Realty Investors, LLC, Agent

                      Telephone: (972) 437-9778   Facsimile: (972) 783-2329

               4.     "Tenant": Stanford Microdevices, Inc.

               5.     Tenant's address: 522 Almanor Ave., Sunny Vale, CA 94086

                      Contact: Greg Baker

                      Telephone: (972) 669-0340   Facsimile: (972) 669-8150

               6.     Tenant's trade name: Stanford Microdevices, Inc.

               7.     "Building": Landlord's property located in the City of
Richardson, Dallas County, Texas, which property is described or shown on
Exhibit "A", attached to the Lease.

               8.     "Premises": A unit in the Building containing
approximately 2,889 square feet in rentable area (measured by calculating
lengths and widths to the exterior of outside walls and to the center of
interior walls, without deduction for any columns or projections necessary to
the building, and, if applicable, a proportionate share of any common areas
located on the floor(s) on which the Premises is located and a proportionate
share of any of the Building's public areas, management office, engineer's
office, and mechanical spaces, e.g., service areas housing communications, HVAC,
plumbing, fire protection and elevator equipment), being known as 1202 E.
Arapaho, Suite 102 and being described or shown on Exhibit "B", attached to the
Lease. With regard to Exhibit "B", the parties agree that the exhibit is
attached solely for the purpose of locating the Building and the Premises within
the Building and that no representation, warranty, or covenant is to be implied
by any other information shown on the exhibit (i.e., any information as to
buildings, tenants or prospective tenants, etc. is subject to change at any
time). Should a party desire to measure the square footage of the Premises, it
must do so at the time of construction of any leasehold improvements prior to
the Commencement Date, or if no leasehold improvements are to be constructed,
then prior to the Commencement Date. If such measurement reflects a different
number, then, subject to the other party's verification of the number, the
parties agree to make adjustments based on such measurement. In the event of a
dispute regarding the method of calculation, the parties agree that the
standards for measurement set by the Building Owners and Managers Association
("BOMA") shall govern and control. If no measurement is made prior to the
Commencement Date, then the parties to this Lease will be deemed to have
accepted the number contained herein as the square footage of rentable area of
the Premises throughout the Lease Term, subject to adjustment only for any
subsequent additions or deletions of space.

               9.     "Commencement Date": If Tenant is to perform the
construction of leasehold improvements, then the Commencement Date shall be as
set forth in Section 9. a. In all other instances

        a.     The earlier of (i) ________________days after the Premises are
               delivered to Tenant (as defined in Exhibit "E" attached to this
               lease), it being Landlord's estimate that the premises will be
               delivered to Tenant on or before __________________, 19_; or (ii)
               ____, 19 ___.


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        b.     July 1, 1998, subject to extension for any delay other than a
               Tenant Delay (as defined in Exhibit "E").

               10.    "Lease Term": Commencing on the Commencement Date and
continuing for 36 months after the Commencement Date; provided that if the
Commencement Date is a date other than the first day of a calendar month, then
the Lease Term shall be extended so that it expires at the end of the calendar
month following the expiration of the months noted herein.


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               11.    "Base Rental": The total Base Rental for the Lease Term is
$123,504.75, payable as follows:

<TABLE>
<CAPTION>
               Month(s)    Amount per s.f.   Amount per year   Amount per month
<S>            <C>         <C>               <C>               <C>
                1-12       $14.00            $40,446.00        $3,370.50
               13-24       $14.25            $41,168.25        $3,430.69
               25-36       $14.50            $41,890.50        $3,490.75
</TABLE>

               12.    "Base Expense Stop": An amount equal to actual operating
expenses incurred during the calendar year 1998.

               13.    "Tenant's Pro Rata Share": 4.24%, which is the percentage
obtained by dividing (a) the square footage of rentable area of the Premises
(2,889 sf) by (b) the square footage of rentable area of the Building (68,063
sf).

               14.    "Prepaid Rental": $3,370.50, being an estimate of the Base
Rental, for the 1 month of the Lease Term, such prepaid rental being due and
payable upon execution of this Lease.

               15.    "Security Deposit": $3,490.75, such Security Deposit being
due and payable upon execution of this Lease.

               16.    "Permitted Use": General Office in connection with
tenant's business operations only and for no other use or purpose. Tenant
acknowledges that the above specification of a "Permitted Use" means only that
Landlord has no objection to the specified use and does not include any
representation or warranty by Landlord that such specified use complies with
applicable laws and/or requires special governmental permits.

               17.    "Rent" or "rental": All amounts due from Tenant to
Landlord under Section 4.5 of the Lease), are deemed to be "rent" or "rental".

               18.    "Brokers": Insignia/ESG of Texas, Inc. and Henry S. Miller
Commercial

        B.     The foregoing Basic Lease Information is incorporated into and
made a part of the lease. If any conflict exists between any Basic Lease
Information and the Lease, then the Lease shall control.

        IN WITNESS WHEREOF, Landlord and Tenant have entered into and executed
this Lease on the Date of the Lease written above.

LANDLORD:                                       TENANT:

AETNA LIFE INSURANCE COMPANY                    STANFORD MICRODEVICES, INC.

By: Allegis Realty Investors, LLC,              By: /s/ Signature Illegible
    Its Investment Advisor and Agent

                                                Printed Name: S.D. Ocampo
                                                              ------------
By: /s/ Signature Illegible                     Title: ??
   -------------------------------------               ---
   Joseph E. Gaukler, Sr. Vice President



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                                 LEASE AGREEMENT

        This LEASE AGREEMENT (the "Lease") is entered into as of the Date of the
Lease between AETNA LIFE INSURANCE COMPANY ("Landlord") and STANFORD
MICRODEVICES, INC. ("Tenant").

                                    ARTICLE 1

                     BASIC DEFINITIONS AND LEASE PROVISIONS

        1.1 The definitions and basic provisions set forth in the Basic
Definitions and Lease Provisions executed by Landlord and Tenant, and attached
hereto, are incorporated herein by reference for all purposes.

                                    ARTICLE 2

                                   LEASE GRANT

        2.1 Subject to the terms and conditions of this Lease, Landlord leases
to Tenant, and Tenant leases from Landlord, the Premises for the Lease Term.

        2.2 In addition, Tenant is granted the non-exclusive right to use in
common with the other tenants and occupants the parking and other common areas
of the Building, as such may be modified from time to time by Landlord. The
grant herein provided shall not include any easement for light or air.

                                    ARTICLE 3

                      DELIVERY OF THE PREMISES; LEASE TERM

        3.1 The Lease Term shall be for the period of time specified in the
Basic Definitions and Lease Provisions, beginning on the Commencement Date, as
such date may be adjusted herein, and expiring on the Expiration Date. If this
Lease is executed before the Premises become vacant, or otherwise available, or
if any present tenant or occupant of the Premises holds over, and Landlord
cannot acquire possession of the Premises to deliver to Tenant, or if Landlord
is obligated to construct leasehold improvements in the Premises under the
provisions of Exhibit "E", but is unable to complete the leasehold improvements
by the Commencement Date due to an unavoidable delay, as defined in Exhibit "E",
then Landlord shall not be deemed to be in default hereunder, and Tenant agrees
to accept possession on such date as Landlord is able to deliver possession and
the Commencement Date shall be postponed accordingly. Thereafter, this Lease
shall continue for the full number of months set forth in the Lease Term. Except
for a postponement of the Commencement Date, this Lease shall not be affected by
any failure to deliver possession as a result of an event noted above and Tenant
shall have no claim for damages against Landlord as a result thereof, all of
which claims are hereby waived and released by Tenant.

        3.2 If Tenant takes possession of the Premises prior to the Commencement
Date for any reason, then such possession shall be subject to all the terms and
conditions of the Lease and Tenant shall pay Base Rental and other rent to
Landlord on a per diem basis for each day of occupancy prior to the Commencement
Date at the rate payable for the first month of the Lease Term. Tenant shall
not, however, be obligated to pay Base Rental and other rent to Landlord prior
to the Commencement Date if such early occupancy is only for the purpose of
constructing leasehold improvements if Tenant is required to do so under the
provisions of Exhibit "E".

        3.3 By taking possession of the Premises, it shall be conclusive
evidence that Tenant has inspected the Premises (and has sufficient knowledge
and expertise to make such inspection or has caused the Premises to be inspected
on its behalf by one or more persons with such knowledge and expertise), that
Tenant has accepted the Premises and Building as being in good and satisfactory
condition, suitable for the purposes herein intended and that the same comply
fully with Landlord's covenants and obligations under the Lease with respect to
the construction of leasehold improvements, except for any punchlist items
agreed to in writing by Landlord and Tenant, if Landlord performed the
construction of leasehold improvements. Tenant acknowledges and agrees that
Landlord has made no representation or warranty, express or implied, as to the
habitability, suitability, quality, condition or fitness of the Premises or
Building, and Tenant waives, to the extent permitted by applicable law, any
defects in the Premises or Building and any claims arising therefrom, save and
except those arising from any construction or repair obligations of


<PAGE>   5

Landlord expressly provided for in the Lease.

        3.4 Following the Commencement Date, Landlord shall prepare a
Commencement Date Letter in the form attached hereto as Exhibit "F" setting
forth the Commencement Date, Expiration Date, and confirming Tenant's acceptance
of the Premises and that Landlord has performed all of its obligations with
respect to delivery of the Premises, except as to any punchlist items previously
specified in writing and related to any construction performed by Landlord.
Tenant shall execute and deliver the Commencement Date Letter to Landlord within
ten (10) days after delivery by Landlord.

                                    ARTICLE 4

                                      RENT

        4.1 Tenant promises and agrees to pay Landlord at Landlord's address set
forth in the Lease, or such other address as Landlord may provide to Tenant, the
Base Rental and all other rent charged under this


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Lease without deduction or set off, for each month of the entire Lease Term. The
first monthly installment of Base Rental shall be payable by Tenant to Landlord
contemporaneously with the execution of the Lease, and thereafter, a monthly
installment of Base Rental, as may be adjusted in accordance with the provisions
of the Lease, shall be due and payable, in advance, without notice or demand on
or before the first day of each succeeding calendar month during the Lease Term.
The Base Rental for any fractional month at the beginning or end of the Lease
Term shall be prorated.

        4.2 The Base Rental is determined, in part, on Landlord's estimate of
Basic Costs incurred by Landlord each year in connection with its ownership,
operation and management of the Building. In the event that the Basic Costs
increase, or are estimated by Landlord to increase, above the levels charged to
Landlord on the Date of the Lease, Landlord shall charge to Tenant and Tenant
agrees to pay as additional rental Tenant's Pro Rata Share of any such increases
in Basic Costs in accordance with the provisions of Exhibit "C".

        4.3 The Security Deposit shall be paid to Landlord contemporaneously
with the execution of the Lease. Landlord shall hold the Security Deposit
without liability for interest and as security for the performance by Tenant of
Tenant's covenants and obligations under the Lease, it being expressly
understood that such deposit shall not be considered an advance payment of
rental or a measure of Landlord's damages in case of default by Tenant. Upon the
occurrence of any Event of Default by Tenant, Landlord may, from time to time,
without prejudice to any other remedy, use the Security Deposit to the extent
necessary to make good any arrearage of rent and any other damage, injury,
expense or liability caused to Landlord by such Event of Default. Following any
such application of the Security Deposit, Tenant shall pay to Landlord on demand
the amount so applied in order to restore the Security Deposit to its original
amount. If Tenant is not then in default of this Lease, any remaining balance of
the Security Deposit shall be returned by Landlord to Tenant upon termination of
the Lease. If Landlord transfers its interest in the Premises during the Lease
Term, Landlord may assign the Security Deposit to the transferee and thereafter
shall have no further liability for the return of the Security Deposit.

        4.4 Tenant hereby acknowledges that late payment to Landlord of rent due
hereunder will cause Landlord to incur costs and inconvenience not contemplated
by the Lease, the exact amount of which will be extremely difficult to
ascertain. If any rent due from Tenant is not received by Landlord or Landlord's
designated agent within ten (10) days after its due date, then Tenant shall pay
to Landlord as a late charge ten percent (10%) of such overdue amount, plus any
attorney's fees incurred by Landlord by reason of Tenant's failure to pay rent
when due hereunder. The parties hereby agree that such late charges represent a
fair and reasonable estimate of the cost that Landlord will incur by reason of
Tenant's late payment. Landlord's acceptance of such late charges shall not
constitute a waiver of Tenant's default with respect to such overdue amount or
estop Landlord from exercising any of the other rights and remedies granted
hereunder.

        4.5 All payments required of Tenant under the Lease shall bear interest,
beginning on the day after the due date until paid at the lesser of Twenty-One
percent (21%) per annum or the maximum lawful rate ("Default Interest"). In no
event, however, shall the charges permitted under this paragraph or elsewhere in
the Lease, to the extent the same are considered to be interest under applicable
law, exceed the maximum lawful rate of interest.

        4.6 No payment by Tenant or receipt by Landlord of a lesser amount than
the rent due under this lease shall be deemed to be other than on account of the
earliest rent due hereunder, nor shall any endorsement or statement on any check
or any letter accompanying any check or payment as rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such rent or to pursue any other
remedy provided in this lease or at law or in equity.

                                    ARTICLE 5

                                    SERVICES

        5.1 Provided no Event of Default exists, Landlord shall use all
reasonable efforts to furnish to Tenant the following services: (i) water (hot
and cold) at those points of supply provided for general use of tenants of the
Building; (ii) heated and refrigerated air conditioning ("HVAC") as appropriate,
during Normal Business Hours (which shall be on generally accepted business days
from 12:00am to 11:59pm, Monday through Sunday), and at such temperatures and in
such amounts as are reasonably considered by Landlord to be standard; (iii)
janitorial service comparable to that provided in other office buildingson
business days (if Tenant's use or floor covering or other leasehold improvements
require special services, then Tenant shall, at Landlord's option, either retain
another cleaning contractor to perform such services [with Landlord's reasonable
approval] or pay the


<PAGE>   7

additional cost reasonably determined by Landlord attributable to the special
services, as additional rent) and such window washing as may from time to time
in Landlord's judgment be reasonably required; (iv) if a multi-floor building,
then elevators for ingress and egress to the floor on which the Premises are
located, in common with other tenants, provided that Landlord may reasonably
limit the number of elevators in operation at times other than during customary
business hours and on holidays; (v) replacement of Building-standard light bulbs
and fluorescent tubes; and (vi) electrical current other than for lighting or
equipment requiring more than 110 volts, or other than for lighting or equipment
with electrical energy consumption that exceeds normal office usage as
reasonably determined by Landlord. If Tenant desires any HVAC service after
Normal Business Hours, such service shall be supplied to Tenant upon the written
request of Tenant delivered to Landlord before 3 p.m. on the business day before
the service is to be provided, and Tenant shall pay to Landlord the cost of such
service with the next due installment of monthly rent after Landlord has
delivered to Tenant an invoice therefor.


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        5.2 Tenant shall not install any electrical equipment requiring special
wiring or voltage in excess of 110 volts or otherwise exceeding Building
capacity unless approved in advance by Landlord. If approved, Landlord shall use
reasonable efforts to furnish electrical current for such lighting or equipment
through the then-existing feeders and risers serving the Building and the
Premises, and Tenant shall pay to Landlord the cost of such service with the
next due installment(s) of monthly rent after Landlord has delivered to Tenant
an invoice therefor. Landlord may determine the amount of such additional
consumption and potential consumption by either or both: (i) a survey of
Tenant's potential usage of electricity and that of standard or average tenant
usage of electricity in the Building performed by a reputable consultant
selected by Landlord and paid for by Tenant; or (ii) a separate meter in the
Premises installed, maintained, and read by Landlord, at Tenant's expense. In no
event will the use of electricity in the Premises exceed the capacity of
existing feeders and risers to or wiring in the Premises. If additional risers
or wiring are required to meet Tenant's excess electrical requirements,
Landlord, it's reasonable judgment, may elect to permit same at the sole cost
and expense of Tenant, provided such additional feeders, risers or wirings shall
not cause permanent damage or injury to the Building or the Premises, cause or
create a dangerous or hazardous condition, entail excessive or unreasonable
alterations, repairs, or expenses, or interfere with or disturb other tenants of
the Building. If Tenant uses machines or equipment in the Premises which affect
the standard temperature otherwise maintained by the air conditioning system,
Landlord may install supplemental air conditioning units or other supplemental
equipment in the Premises, and the cost thereof, including the cost of
installation, operation, use, and maintenance, shall be paid by Tenant to
Landlord with the next due installment of rent after Landlord has delivered to
Tenant an invoice therefor.

        5.3 Landlord's obligation to furnish services under Section 5.1 shall be
subject to the rules and regulations of the supplier of such services and
governmental rules and regulations. Landlord may, upon not less than thirty (30)
days' prior written notice to Tenant, discontinue any such service to the
Premises, provided Landlord first arranges for a direct connection thereof
through the supplier of such service. Tenant shall, however, be responsible for
contracting with the supplier of such service and for paying all deposits for,
and costs relating to, such service.

        5.4 Failure to any extent to furnish any service described above or any
stoppage or interruption of those services resulting from any cause shall not
render Landlord liable in any respect for damages, nor be construed as an
eviction of Tenant or work an abatement of rent, nor relieve Tenant from
fulfillment of any covenant or agreement contained in the Lease.

                                    ARTICLE 6

                                       USE

        6.1 Tenant shall use the Premises only for the Permitted Use unless
Landlord consents to another use such consent not be unreasonably withheld.
Tenant will not occupy or use the Premises, or permit any portion of the
Premises to be occupied or used, for any business or purpose other than the
Permitted Use or for any use or purpose which is unlawful or deemed to be
disreputable in any manner, or dangerous to life, limb or property, or
extrahazardous on account of fire, nor permit anything to be done which will in
any way increase the premiums for insurance coverage on the Building or contents
therein, or invalidate any insurance coverage on the Building. Tenant will
conduct its business and control its agents, employees and invitees in such a
manner as not to create any nuisance, nor interfere with, annoy or disturb other
tenants or Landlord, in the management of the Building. Tenant will not commit
waste and will maintain the Premises in a clean, healthful and safe condition
and will comply with all laws, ordinances, orders, rules and regulations (state,
federal, municipal, insurance and other agencies or bodies having any
jurisdiction thereof) with reference to the use, condition or occupancy of the
Premises, including, without limitation, all environmental, health and safety
laws and the Americans with Disabilities Act. Tenant will secure at its own
expense all permits and licenses required for the transaction of business from
the Premises in accordance with the Permitted Use. Tenant will receive or take
delivery of goods or merchandise and will remove all garbage and trash only in
the manner and areas reasonably prescribed by Landlord from time to time. Tenant
will not display or sell merchandise outside the exterior walls and doorways of
the Premises and may not use such areas for storage. Tenant will not keep any
substance or carry on or permit any operation which might emit offensive odors
or conditions into other parts of the Building or use any apparatus which might
make undue noise or vibrations in the Building. Tenant further agrees not to
install any exterior lighting, amplifiers or similar devices or use in or about
the Premises an advertising medium which may be heard or seen outside the
Premises, such as flashing lights, searchlights, loudspeakers, phonographs or
radio broadcasts.

        6.2 Tenant will, and will cause all its employees, agents, contractors
and invitees


<PAGE>   9

to, comply fully with all reasonable rules and regulations of the Building
adopted by Landlord from time to time. A copy of the rules and regulations for
the Building, existing on the Date of the Lease, are attached hereto as Exhibit
"D". Landlord shall at all times have the right to change such rules and
regulations or to promulgate other rules and regulations in such reasonable
manner as may be deemed advisable for the safety, care, or cleanliness of the
Building or Premises, and for the preservation of good order therein, all of
which rules and regulations, changes and amendments will be forwarded to Tenant
in writing and shall be carried out and observed by Tenant, provided such rules
and regulations are not in conflict with the terms of this lease.

                                    ARTICLE 7

                                     SIGNAGE

        7.1 Tenant shall not install any signs, window or door lettering or
advertising media of any type in, on or about the Premises or any part thereof,
except for such tenant identification information as Landlord permits to be
included or shown on any directory maintained in the front lobby of the Building
and adjacent to


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the access door or doors to the Premises or such other items as Landlord
approves. Should Landlord agree in writing to any of the foregoing items, Tenant
agrees to maintain same in good condition and repair at all times.

                                    ARTICLE 8

                                  COMMON AREAS

        8.1 The use and occupation by Tenant of the Premises shall include the
use in common with others entitled thereto of the common areas. The term "common
areas" shall mean those portions of the Building intended for the common use of
all tenants including, among other facilities, the parking areas, service roads,
loading facilities, sidewalks, and such other facilities as may be designated by
Landlord from time to time as common areas, subject, however, to the terms and
conditions of this Lease and to the rules and regulations governing the use of
the common areas as prescribed from time to time by Landlord. Landlord shall
have the right from time to time to change the area, level, location and
arrangement of the common areas.

        8.2 The common areas shall at all times be subject to the exclusive
control and management of Landlord. Landlord shall police the common areas and
maintain them in good condition and repair throughout the Lease Term.

        8.3 All common areas and facilities, which Tenant may be permitted to
use are to be used under a revocable license, and if such areas are diminished,
Landlord shall not be subject to any liability nor shall Tenant be entitled to
any compensation or diminution or abatement of rent, nor shall the diminution of
such areas be deemed constructive or actual eviction.

        8.4 In accordance with the provisions of Exhibit "H", Tenant shall have
the right to park in the parking areas in common with other tenants of the
Building upon such terms and conditions established by Landlord at any time
during the Lease Term, including the imposition of a reasonable parking charge
if required by governmental authority or as otherwise provided for in the Lease.
Tenant agrees not to overburden the parking areas and agrees to cooperate with
Landlord and the other tenants in use of the parking areas. Landlord reserves
the right in its absolute discretion to determine whether the parking areas are
becoming overburdened and to allocate and assign parking spaces among Tenant and
other tenants, and to reconfigure the parking areas and modify the existing
ingress to and egress from the parking areas as Landlord shall deem appropriate.

                                    ARTICLE 9

                                   ALTERATIONS

        9.1 Any leasehold improvements to the Premises contemplated by Landlord
and Tenant to be made prior to the commencement of the Lease Term shall be
performed in accordance with the provisions of Exhibit "E".

        9.2 Other than any leasehold improvements to be made under Section 9.1,
Tenant shall not make, or allow to be made, any alterations, additions or
improvements to the Premises without the prior written approval of Landlord,
which approval shall not be unreasonably withheld. All alterations, additions or
improvements installed on the Premises by either party, including, without
limitation, fixtures, but excluding readily movable trade fixtures, shall become
the property of Landlord at the expiration of the Lease Term, unless Landlord
requests their removal, in which event, Tenant shall remove any such
alterations, additions or improvements and restore the Premises to its original
condition, reasonable wear and tear excepted, at Tenant's expense.

        9.3 Prior to commencing any construction work on the Premises, Tenant
must furnish to Landlord adequate plans and specifications for the written
approval of Landlord. Once approved, Tenant shall not modify the plans and
specifications without, again, obtaining the written approval of Landlord.
Landlord's approval of the plans and specifications shall not be deemed to be a
representation by Landlord that such plans and specifications comply with
applicable insurance requirements, building codes, ordinances, laws or
regulations.

        9.4 All construction work shall be performed only by Landlord or by
contractors and subcontractors approved in writing by Landlord, which approval
shall not be unreasonably withheld. If Landlord does not perform the
construction work, then Tenant shall cause all of its contractors and
subcontractors to procure and maintain insurance coverage against such risks and
in such amounts as Landlord may reasonably require and with such companies


<PAGE>   11

as Landlord may reasonably approve, which approval shall not be unreasonably
withheld. Landlord may also require Tenant to furnish a payment and performance
bond, reasonably satisfactory to Landlord in an amount covering the cost of the
construction work, and/or require Tenant to obtain a waiver and release of liens
from all contractors and subcontractors prior to commencement of the
construction work. Tenant agrees to indemnify Landlord and hold Landlord
harmless against any loss, liability or damage resulting from any such
construction work performed by Tenant or on Tenant's behalf.

        9.5 All construction work by, or on behalf of, Tenant must be performed
in a good and workmanlike manner in accordance with the approved plans and
specifications, lien-free, and in compliance with all governmental laws and
requirements. Tenant shall only utilize new materials of a quality that is equal
or better than the quality of those materials already on the Premises.


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        9.6 Tenant shall not permit any mechanic's liens to be filed against the
Premises or the Building for any work performed, materials furnished, or
obligation incurred by or at the request of Tenant, including, but not limited
to, any work performed, materials furnished, or obligations incurred by or at
the request of Tenant for construction performed under the provisions of Exhibit
"E". If such a lien is filed, then Tenant shall, within ten (10) days after
Landlord has delivered notice of the filing to Tenant, either pay the amount of
the lien or diligently contest such lien, in which event, Tenant shall deliver
to Landlord a bond or other security reasonably satisfactory to Landlord. If
Tenant fails to timely take either such action, then Landlord may, at its
election, pay the lien claim without inquiry as to the validity thereof, and any
amounts so paid, plus Landlord's expenses and an administrative fee equal to
fifteen percent (15%) of the amount paid, shall be paid by Tenant to Landlord as
additional rental within ten (10) days after Landlord has delivered to Tenant an
invoice therefor. No work which Landlord permits Tenant to perform in the
Premises shall be deemed to be for the immediate use or benefit of Landlord so
that no mechanics or other lien shall be allowed against the estate of Landlord
by reason of its consent to such work.

                                   ARTICLE 10

                                     REPAIRS

        10.1 Landlord shall not be required to make any repairs or replacements
of any kind or character on the Premises during the Lease Term except repairs to
the exterior walls, corridors, window, roof and other structural elements and
equipment of the Building, except when such repairs are caused by fire or other
casualty, in which event, the provisions of Article 13 shall govern and control.
Landlord shall not be responsible for termite, or other insect, or vermin
eradication. Subject to the provisions of any waiver contained in Section 12.2,
Landlord shall not be required to make any repairs occasioned by the acts or
negligence of Tenant, its agents, employees, contractors and invitees. Tenant
shall give immediate written notice to Landlord of the need for repairs or
corrections and Landlord shall have a reasonable time to make such repairs or
corrections. Landlord's liability hereunder shall be limited to the cost of such
repairs or corrections. Tenant waives the provisions of any law permitting
Tenant the right to make repairs and deduct the expense of such repairs from the
rent due under the lease.

        10.2 Landlord may, at its option and at the cost and expense of Tenant,
repair or replace any damage or injury done to the Building or any part thereof,
caused by Tenant, its agents, employees, contractors or invitees. Tenant shall
pay such costs, plus an administrative fee equal to Ten percent (10%) of the
costs, to Landlord on the next date an installment of Base Rental is due
following notice from Landlord of the costs. Tenant further agrees throughout
the Lease Term to maintain and keep the interior of the Premises in good repair
and condition at Tenant's expense.

                                   ARTICLE 11

                            ASSIGNMENT AND SUBLETTING

        11.1 Tenant shall not, without the prior written consent of Landlord
(which Landlord may grant or deny in its sole reasonable discretion), (i)
advertise that any portion of the Premises is available for lease, (ii) assign,
transfer, or encumber this Lease or any estate or interest herein, whether
directly or by operation of law, (iii) permit any other entity to become Tenant
hereunder by merger, consolidation, or other reorganization (iv) if Tenant is an
entity other than a corporation whose stock is publicly traded, permit the
transfer of an ownership interest in Tenant so as to result in a change in the
current control of Tenant, (v) sublet any portion of the Premises, (vi) grant
any license, concession, or other right of occupancy of any portion of the
Premises, or (vii) permit the use of the Premises by any parties other than
Tenant (any of the events listed in Sections 11.1(ii) through 11.1(vii) being a
"Transfer"). If Tenant requests Landlord's consent to a Transfer, then Tenant
shall provide Landlord with a written description of all terms and conditions of
the proposed Transfer, copies of the proposed documentation, and the following
information about the proposed transferee: name and address; reasonably
satisfactory information about its business and business history; its proposed
use of the Premises; banking, financial, and other credit information; and
general references sufficient to enable Landlord to determine the proposed
transferee's creditworthiness and character. Tenant shall reimburse Landlord for
its attorneys' fees and other expenses incurred in connection with considering
any request for its consent to a Transfer. If Landlord consents to a proposed
Transfer, then the proposed transferee shall deliver to Landlord a written
agreement whereby it expressly assumes the obligations of Tenant hereunder;
however, any transferee of less than all of the space in the Premises shall be
liable only for the obligations under this Lease that are properly allocable to
the space subject to the Transfer, and only to the extent of the rent it has
agreed to pay Tenant


<PAGE>   13

therefor. Landlord's consent to a Transfer shall not release Tenant from
performing its obligations under this Lease, but rather Tenant and its
transferee shall be jointly and severally liable therefor. Landlord's consent to
any Transfer shall not waive Landlord's rights as to any subsequent Transfers.
If an Event of Default occurs while the Premises or any part thereof are subject
to a Transfer, then Landlord, in addition to its other remedies, may collect
directly from such transferee all rents becoming due to Tenant and apply such
rents against Base Rental and other amounts due under this Lease. Tenant
authorizes its transferees to make payments of rent directly to Landlord upon
receipt of notice from Landlord to do so.

        11.2 Landlord may, by written notice, within thirty (30) days after
submission of Tenant's written request for Landlord's consent to a Transfer,
cancel this Lease (or, as to a subletting or assignment, cancel as to the
portion of the Premises proposed to be sublet or assigned) as of the date the
proposed Transfer was to be effective. If Landlord cancels this Lease as to any
portion of the Premises, then this Lease shall cease for such portion of the
Premises and Tenant shall pay to Landlord all Base Rental and other amounts
accrued through the cancellation date relating to the portion of the Premises
covered by the proposed Transfer and all brokerage commissions paid or payable
by Landlord in connection with this Lease that are allocable to such portion of
the


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Premises. Thereafter, Landlord may lease such portion of the Premises to the
prospective transferee (or to any other person) without liability to Tenant.

        11.3 Tenant shall pay to Landlord, immediately upon receipt thereof, all
compensation received by Tenant for a Transfer that exceeds the Base Rental and
other amounts due under the Lease, excluding any amount due under this Section
11.3 and allocable to the portion of the Premises covered thereby.

        11.4 Landlord may sell, transfer, assign or convey all or any part of
its interest in the Building and the Lease and, in the event Landlord assigns
its interest in this Lease, Landlord shall be released from any further
obligation and liabilities hereunder, and Tenant agrees to attorn and look
solely to Landlord's successor-in-interest for performance of such obligation.

                                   ARTICLE 12

                   INSURANCE; WAIVERS; SUBROGATION; INDEMNITY

        12.1 Tenant shall at its expense procure and maintain throughout the
Lease Term the following insurance policies: (i) commercial general liability
insurance in amounts of not less than $1,000,000 per occurrence, combined single
limit, or such other amounts as Landlord may from time to time reasonably
require, insuring Tenant, Landlord and Landlord's agents against all liability
for injury to or death of a person or persons or damage to property arising from
the use and occupancy of the Premises, (ii) contractual liability insurance
coverage sufficient to cover Tenant's indemnity obligations hereunder, (iii)
casualty insurance, including "all risks" and fire and extended coverage
insurance covering the full value of Tenant's leasehold improvements, personal
property and other property (including the property of others), located in or on
the Premises, (iv) workman's compensation insurance, containing a waiver of
subrogation endorsement reasonably acceptable to Landlord, (v) comprehensive
automobile liability insurance, insuring Tenant, Landlord and Landlord's agents,
(vi) business interruption insurance, and (vii) such other insurance and in such
amounts as Landlord may reasonably require from time to time. Tenant's insurance
shall provide primary coverage to Landlord when any policy issued to Landlord
provides duplicate or similar coverage, and in such circumstance, Landlord's
policy will be excess over Tenant's policy. Tenant shall furnish certificates of
insurance and such other evidence satisfactory to Landlord of the maintenance of
all insurance coverages required hereunder prior to the Commencement Date, and
Tenant shall obtain a written obligation on the part of each insurance company
to notify Landlord at least thirty (30) days before cancellation or a material
change of any such insurance. All such insurance policies shall name Landlord as
additional insured or loss payee, as applicable, and otherwise shall be in form,
and issued by companies, reasonably satisfactory to Landlord and with
deductibles reasonably satisfactory to Landlord. Tenant's failure to maintain
any insurance hereunder shall constitute an Event of Default without any written
notice required of Landlord and, in such event, Landlord shall have the right,
but not the obligation, to purchase any insurance that has lapsed. Should
Landlord elect to purchase insurance on behalf of Tenant, then Tenant shall
reimburse to Landlord the cost of such insurance and an administrative fee of
fifteen percent (15%) of the amount of the premium within ten (10) days of the
date of the notice from Landlord seeking the reimbursement. The policy limits of
any insurance required to be carried by Tenant shall not limit the liability of
Tenant under this Lease.

        12.2 Landlord shall not be liable to Tenant or those claiming by,
through, or under Tenant for any injury to or death of any person or persons or
the damage to or theft, destruction, loss, or loss of use of any property or
inconvenience (a "Loss") caused by casualty, theft, fire, third parties, or any
other matter (including Losses arising through repair or alteration of any part
of the Premises, or failure to make repairs, or from any other cause),
regardless of whether the negligence of any party caused such Loss in whole or
in part. Landlord and Tenant waive any claim each might have against the other
for any damage to or theft, destruction, loss, or loss of use of any property,
to the extent the same is covered under any insurance policy that covers the
Building, the Premises, Landlord's or Tenant's fixtures, personal property,
leasehold improvements, or business, or, in the case of Tenant's waiver, is
required to be insured against under the terms of the Lease, regardless that the
negligence or fault of the other party caused such loss; however, the waiver
shall not apply to the portion of any damage which is not reimbursed by the
damaged party's insurance by reason of the deductible in such party's insurance
coverage, or apply to any coinsurance penalty which Landlord might sustain. Each
party shall cause its insurance carrier to endorse all applicable policies
waiving the carrier's rights of recovery under subrogation or otherwise against
the other party.

        12.3 Subject to the provisions of Section 12.2, Tenant shall defend,
indemnify, and hold harmless Landlord and its employees and agents from and
against all claims, demands, liabilities, causes of action, suits, judgments,
and expenses (including attorneys' fees)


<PAGE>   15

for any Loss arising from an occurrence on the Premises or caused by or
resulting from the condition of the Premises, or from the acts or omissions of
Tenant or Tenant's employees, agents, contractors or invitees, or from Tenant's
failure to perform any of its obligations under this Lease (other than a Loss
arising from the gross negligence or willful misconduct of Landlord or its
employees or agents), even though caused or alleged to be caused by the joint,
comparative, or concurrent negligence or fault of Landlord or its employees and
agents, and even though any such claim, cause of action, or suit is based upon
or alleged to be based upon the strict liability of Landlord or its employees
and agents, provided that this indemnity shall not apply to the gross negligence
or willful misconduct of Landlord or its employees or agents. THIS INDEMNITY
PROVISION IS INTENDED TO INDEMNIFY LANDLORD AND ITS EMPLOYEES AND AGENTS AGAINST
THE CONSEQUENCES OF THEIR OWN NEGLIGENCE OR FAULT (BUT NOT THE GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT OF LANDLORD OR ITS EMPLOYEES OR AGENTS) AS PROVIDED ABOVE
WHEN LANDLORD OR ITS EMPLOYEES AND AGENTS ARE JOINTLY, COMPARATIVELY, OR
CONCURRENTLY NEGLIGENT WITH TENANT.

        12.4 Tenant shall not use, and shall not permit any subtenant, licensee,
concessionaire, employee, agent or invitee (hereinafter collectively "Tenant's
Representatives") to use, any portion of the Premises or


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Building, for the placement, storage, manufacture, disposal or handling of any
hazardous materials (hereinafter defined) unless Tenant complies with all
applicable environmental laws (federal, state or local), including, but not
limited to those for obtaining proper permits. In the event Tenant or Tenant's
Representatives desire to use or place hazardous materials on the Premises it
shall notify Landlord in writing thirty (30) days prior to such proposed use or
placement, and provide the names of the hazardous materials, procedures to
insure compliance with the applicable environmental law and such other
information as Landlord may reasonably request.

        In the event Tenant or Tenant's Representatives places, releases or
discovers any hazardous materials on the Premises or Building in violation of
applicable environmental laws, Tenant shall immediately notify Landlord of such
fact in writing within twenty-four (24) hours of the placement, release or
discovery. Tenant shall not attempt any removal, abatement or remediation of
those hazardous materials on the Premises in violation of applicable
environmental laws, without obtaining the additional written consent of
Landlord, which consent may be specifically conditioned on Landlord's right to
approve the scope, timing and techniques of any such work and the appointment of
all contractors, engineers, inspectors and consultants in connection with any
such work. Tenant shall be responsible for the cost of any removal, abatement
and remediation work of any hazardous materials placed, stored, manufactured,
disposed of or handled by Tenant or Tenant's Representatives on the Premises or
any other portion of the Building and for the cost of any removal, abatement or
remediation of any hazardous materials which might be disturbed or released as a
result of any remodeling or construction in the Premises by Tenant or Tenant's
Representatives. Such costs shall include, without limitation, the cost of any
supervision by Landlord, its employees or agents, in connection with such work.
Tenant shall comply with all environmental laws in connection with any such
removal.

        Tenant shall indemnify Landlord, its shareholders, directors, officers,
employees and agents and hold them harmless, from and against any loss, damage
(including, without limitation, a loss in value of the Building or damages due
to restrictions on marketing contaminated space), cost, liability or expense
(including reasonable attorneys' fees and expenses and court costs) arising out
of the placement, storage, use, manufacture, disposal, handling, removal,
abatement or remediation of any hazardous materials by Tenant or Tenant's
Representatives on the Premises or Building, or any removal, abatement or
remediation of any hazardous materials required hereunder to be performed or
paid for by Tenant, with respect to any portion of the Premises or the Building,
or arising out of any breach by Tenant of its obligations under this paragraph.

        The term "hazardous materials" as used herein shall mean (i) any
"hazardous waste" as defined by the Resource Conservation and Recovery Act of
1976 (42 U.S.C. Section 6901 et seq.), as amended from time to time, and
regulations promulgated thereunder; (ii) any "hazardous substance" as defined by
the Comprehensive Environmental Response, Compensation and Liability Act of 1980
(42 U.S.C. Section 9601, et seq.), as amended from time to time, and regulations
promulgated thereunder; (iii)'asbestos or polychlorinated biphenyls; (iv) any
substance the presence of which on the Building or on the Premises is prohibited
or regulated by any federal, state or local law, regulation, code or rule; and
(v) any other substance which requires special handling or notification of any
federal, state or local governmental entity in its collection, storage,
treatment, or disposal.

        12.5 The indemnification provisions contained in Article 12 shall
survive the termination of this Lease.

                                   ARTICLE 13

                                FIRE AND CASUALTY

        13.1 If the Premises or or Building or any part thereof shall be
materially damaged by fire or other casualty, Tenant shall give prompt written
notice thereof to Landlord and Landlord may, at its option, terminate this Lease
by notifying Tenant in writing of such termination within sixty (60) days after
the date of such damage, in which event the rent hereunder shall be abated as of
the date of such damage. If Landlord does not elect to terminate this Lease,
Landlord shall as soon as reasonably practical after the date of such damage
commence to repair and restore the Building with reasonable diligence (except
that Landlord shall not be responsible for delays outside its control) to
substantially the same condition in which it was immediately prior to the
happening of the casualty, except that Landlord shall not be required to
rebuild, repair or replace any part of Tenant's leasehold improvements (except
to the extent originally paid by Landlord), furniture, furnishings or fixtures
and equipment removable by Tenant under the provisions of this Lease, and the
Lease Term will be extended by the period of time equal to the time to repair
and restore the damage. Tenant agrees to rebuild and restore any leasehold
improvements to the extent not required of Landlord. Tenant shall commence any
such work upon written notice from Landlord. Any insurance which may be carried
by Landlord or Tenant against loss or damage


<PAGE>   17

to the Building or to the Premises shall be for the sole benefit of the party
carrying such insurance and under its sole control.

        13.2 Landlord shall not be liable for any inconvenience or annoyance to
Tenant or injury to the business of Tenant resulting in any way from such damage
or the repair thereof. Subject to the provisions of the remainder of this
paragragh, Landlord shall allow Tenant a fair diminution of rent during the time
and to the extent the Premises are unfit for occupancy. The diminution of rent
shall expire on the date Landlord delivers the Premises to Tenant ready for
occupancy (if Landlord originally provided the leasehold improvements) or (ii)
on the date following an equivalent time allowed Tenant for the construction of
leasehold improvements after Landlord delivered the Premises to Tenant ready for
Tenant to rebuild its leasehold improvements, as contemplated in Exhibit "E" (if
Tenant originally provided the leasehold improvements). If the Premises or any
other portion of the Building is damaged by fire or other casualty


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<PAGE>   18

resulting from the fault or negligence of Tenant or any of Tenant's agents,
employees or invitees, the rent hereunder shall not be diminished during the
repair of such damage and Tenant shall be liable to Landlord for the cost and
expense of the repair and restoration of the Building caused thereby to the
extent such costs and expenses are not covered by insurance proceeds.

                                   ARTICLE 14

                                  CONDEMNATION

        14.1 If all of the Building should be taken for any public or
quasi-public use under any governmental law, ordinance or regulation or by right
of eminent domain or by private purchase in lieu thereof, this Lease shall
terminate and the rent shall be abated during the unexpired portion of the Lease
Term, effective on the date physical possession is taken by the condemning
authority, and Tenant shall have no claim against Landlord for the value of any
unexpired Lease Term.

        14.2 In the event a portion but not all of the Building shall be taken
for any public or quasi-public use under any governmental law, ordinance or
regulation, or by right of eminent domain, by private sale in lieu thereof and
the partial taking or condemnation shall render the Building unsuitable for
continued operation, then Landlord shall have the option, in its sole
discretion, of terminating this Lease or, at Landlord's sole risk and expense,
restoring and reconstructing the Building to the extent necessary to make same
reasonably tenantable. Should Landlord not elect to terminate this Lease, then
Landlord shall restore the Premises and the Lease shall continue in full force
and effect with the rent payable during the unexpired portion of this Lease
being adjusted to such an extent as may be fair and reasonable under the
circumstances, and Tenant shall have no claim against Landlord for the value of
any interrupted portion of this Lease.

        14.3 Landlord shall be entitled to receive all of the compensation
awarded upon a condemnation (or the proceeds of a private sale in lieu thereof)
of all or any part of the Building or the Premises, including any award for the
value of any unexpired Lease Term, and Tenant hereby assigns to Landlord and
expressly waives all claim to any such compensation. However, Tenant reserves
for itself any separate award made for relocation cost or loss of any of
Tenant's trade fixtures, provided no such award shall diminish the amount that
would otherwise be awarded to Landlord.

                                   ARTICLE 15

                       SUBORDINATION, ATTORNMENT, ESTOPPEL

        15.1 This Lease shall be subordinate to any deed of trust, mortgage, or
other security instrument (a "Mortgage"), or any ground lease, master lease, or
primary lease (a "Primary Lease"), that now or hereafter covers all or any part
of the Premises (the mortgagee under any Mortgage or the lessor under any
Primary Lease is referred to herein as "Landlord's Mortgagee"), including any
modifications, renewals or extensions of such Mortgage or Primary Lease.
Notwithstanding the foregoing, Tenant agrees that any such Landlord's Mortgagee
shall have the right at any time to subordinate such Mortgage or Primary Lease
to this Lease on such terms and subject to such conditions as Landlord's
Mortgagee may deem appropriate in its discretion. Tenant agrees upon demand to
execute such further instruments subordinating this Lease or attorning to the
Landlord's Mortgagee as Landlord may request. In the event that Tenant should
fail to execute any subordination or other agreement required by this paragraph,
promptly as requested, Tenant hereby irrevocably constitutes Landlord as its
attorney in fact to execute such instrument in Tenant's name, place and stead,
it being agreed that such power is one coupled with an interest.

        15.2 Tenant shall attorn to any party succeeding to Landlord's interest
in the Premises, whether by purchase, foreclosure, deed in lieu of foreclosure,
power of sale, termination of lease, or otherwise, upon such party's request,
and shall execute such agreements confirming such attornment as such party may
reasonably request.

        15.3 Tenant shall not seek to enforce any remedy it may have for any
default on the part of the Landlord without first giving written notice by
certified mail, return receipt requested, specifying the default in reasonable
detail, to any Landlord's Mortgagee whose address has been given in writing to
Tenant, and affording such Landlord's Mortgagee a reasonable opportunity to
perform Landlord's obligations hereunder.

        15.4 Tenant agrees that, within ten (10) days of written request by
Landlord, it will execute and deliver to such persons as Landlord shall request
a statement in recordable form certifying that this Lease is unmodified and in
full force and effect (or if there have been modifications, that the same is in
full force and effect as so modified), stating the dates to which rent and other
charges payable under this Lease have


<PAGE>   19

been paid, stating that Landlord is not in default hereunder (or if Tenant
alleges a default stating the nature of such alleged default) and further
stating such other matters as Landlord shall reasonably require.

                                   ARTICLE 16

                                EVENTS OF DEFAULT

        16.1 The following shall be deemed to be Events of Default by Tenant
under this Lease:

        (a) Tenant shall fail to pay any installment of Base Rental or any other
rent or monetary sum when due under the provisions of the Lease, and such
failure shall continue for a period of Five (5) days after written notice from
Landlord to tenant.


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        (b) Tenant shall fail to comply with any term, provision or covenant of
this lease, other than the payment of a monetary sum, and such failure shall not
be cured within Twenty (20) days after written notice thereof to Tenant.

        (c) Tenant or any guarantor of Tenant's obligations under this Lease
shall become insolvent, or shall make a transfer in fraud of creditors, or shall
make an assignment for the benefit of creditors.

        (d) Tenant or any guarantor of Tenant's obligations under this Lease
shall file a petition under any state or federal bankruptcy or other insolvency
statutes or Tenant or any guarantor of Tenant's obligations under this Lease
shall be adjudged bankrupt or insolvent in proceeding filed against Tenant or
guarantor thereunder and such adjudication shall not be vacated or set aside
within thirty (30) days.

        (e) A receiver or trustee shall be appointed for all or substantially
all of the assets of Tenant or any guarantor of the obligations of Tenant under
this Lease and such receivership shall not be terminated or stayed within thirty
(30) days.

        (f) Tenant shall do or permit to be done anything which creates a lien
upon the Premises or upon all or any part of the Building.

        (g) Tenant shall desert or vacate any substantial portion of the
premises.

                                   ARTICLE 17

                                    REMEDIES

        17.1 Upon the occurrence of an Event of Default, Landlord shall have the
option to pursue any one or more of the following remedies without any notice or
demand whatsoever, except if required by applicable law:

        (a) Terminate this Lease in which event Tenant shall immediately
surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may,
without prejudice to any other remedy which it may have for possession or
damages, enter upon and take possession and expel or remove Tenant and any other
person who may be occupying said Premises or any part thereof by any lawful
means without being liable for prosecution or any claim for damages therefor,
and Tenant agrees to pay to Landlord, as hereinafter set forth in Section 17.2,
on demand the amount of all loss and damage which Landlord may suffer by reason
of such termination, whether through inability to relet the Premises on
satisfactory terms or otherwise.

        (b) Terminate Tenant's right to possession of the Premises, but not the
Lease, in which event Tenant shall immediately surrender the Premises to
Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any
other remedy which it may have for possession or damages, enter upon and take
possession of the Premises and expel or remove Tenant and any other person who
may be occupying the Premises or any part thereof by any lawful means without
being liable for prosecution or any claim for damages therefor and Tenant agrees
to pay to Landlord, as hereinafter set forth in Section 17.2, on demand the
amount of all loss and damage which Landlord may suffer by reason of such
termination, whether through inability to relet the Premises on satisfactory
terms or otherwise.

        (c) Enter upon the Premises, by any lawful means without terminating the
Lease or Tenant's right to possession and without being liable for prosecution
or any claim for damages therefor, and do whatever Tenant is obligated to do
under the provisions of this Lease, and Tenant agrees to reimburse Landlord on
demand for any expenses which Landlord may incur in thus effecting compliance
with Tenant's obligations under this Lease, plus an administrative fee equal to
fifteen percent (15%) of any expenses incurred by Landlord, and Tenant further
agrees that Landlord shall not be liable for any damages resulting to the Tenant
for such action.

        (d) Not to re-enter the Premises or terminate the Lease, but to allow
Tenant to remain in possession of the Premises, and bring suit against Tenant to
collect the monthly rents and other charges provided in this Lease as they
accrue. Landlord shall have a right to allow such deficiencies of monthly rents
and other charges provided in this Lease to accumulate and to bring an action on
several or all of the accrued deficiencies at one time. Any such suit shall not
prejudice in any way the right of Landlord to bring a similar action for any
subsequent deficiency or deficiencies.

        Tenant agrees that any re-entry into the Premises under the provisions
of subpart (b) of this Section shall not be deemed a termination of the Lease or
an acceptance of the surrender thereof, unless Landlord shall have notified
Tenant in writing that it has so elected to terminate the Lease. Tenant also
agrees that any notice pursuant to an action


<PAGE>   21

for forcible detainer or eviction shall not be deemed to be a termination of the
Lease unless Landlord shall have also notified Tenant in writing that it has so
elected to terminate the Lease. Any election of the remedy provided in subpart
(b) of this Section shall not preclude the subsequent election by Landlord of
the remedy under subpart (a) of this Section.

        Should Landlord elect to re-enter the Premises under the provisions of
subparts (a) or (b), Landlord shall make reasonable efforts to relet the
Premises. Nothing herein, however, shall prohibit Landlord from leasing any
other vacant space in the Building before leasing the Premises, or from using
its business judgment in respect to the releasing of the Premises. In this
regard, Landlord shall not be required to relet the Premises in part, rather
than a whole, or for a rental rate less than the rental rate then being offered
to prospective tenants for other space in the Building.


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        17.2 Should Landlord at any time terminate this Lease or Tenant's right
to possession for an Event of Default, Landlord shall recover from Tenant, and
Tenant shall be liable and pay to Landlord, as damages a sum equal to the
following:

        (i)    the unpaid monthly rents and other charges provided in this Lease
               and which accrued prior to the date of termination;

        (ii)   an amount equal to the following:

                      (A) Until Landlord is able, through reasonable efforts, to
               relet the Premises under terms satisfactory to Landlord, in its
               sole discretion, Tenant shall pay to Landlord on or before the
               first day of each calendar month, the monthly rentals and other
               charges provided in this Lease. If and after the Premises have
               been relet by Landlord, Tenant shall pay to Landlord on the
               twentieth (20th) day of each calendar month the difference
               between the monthly rentals and other charges provided in this
               Lease for such calendar month and that actually collected by
               Landlord for such month. If it is necessary for Landlord to bring
               suit in order to collect any deficiency, Landlord shall have a
               right to allow such deficiencies to accumulate and to bring an
               action on several or all of the accrued deficiencies at one time.
               Any such suit shall not prejudice in any way the right of
               Landlord to bring a similar action for any subsequent deficiency
               or deficiencies. Any amount collected by Landlord from subsequent
               tenants for any calendar month in excess of the monthly rentals
               and other charges provided in this Lease, shall be credited to
               Tenant, first, in reduction of Tenant's liability for any
               calendar month for which the amount collected by Landlord will be
               less than the monthly rentals and other charges provided in this
               Lease and, then, against Tenant's liability for any other damages
               of Landlord hereunder, and Tenant shall have no right to any
               excess other than the above-described credits; and

                      (B) When Landlord desires, Landlord may demand a final
               settlement, in which event, Landlord shall have a right to, and
               Tenant hereby agrees to pay, the difference between (1) the total
               monthly rents and other charges provided in this Lease for the
               remainder of the Lease Term, and (2) the fair rental value of the
               Premises for such period (determined as of the time of the final
               settlement) such difference discounted to present value using the
               prime rate published in the Wall Street Journal for the region in
               which the Building is located on the date of the final
               settlement; and

        (iii)  all other damages which Landlord may demonstrate it incurred,
               including, without limitation, any and all costs of retaking the
               Premises, costs of maintaining and preserving the Premises after
               such retaking, and costs of reletting the Premises, such as costs
               to repair or restore the Premises and to pay leasing commissions.

        If Landlord elects to exercise the remedy prescribed in Section 17.2(ii)
(A) above, this election shall not prejudice Landlord's right at any time
thereafter to cancel said election in favor of the remedy prescribed in Section
17.2(ii) (B) above.

        As used in Article 17, the phrase "the monthly rentals and other charges
provided in this Lease" shall mean the monthly amount of Base Rental plus the
monthly amount of Tenant's Pro Rata Share of Excess Basic Costs. If Landlord
demands a final settlement, then Landlord shall have the right to estimate
Tenant's Pro Rata share of Excess Basic Costs for the remainder of the Lease
Term.

        Any past due monthly rents and other charges provided in this Lease
shall bear interest at the Default Interest rate, defined elsewhere in the
Lease.

        17.3 Upon the occurrence of an Event of Default, Landlord may alter all
locks and security devices at the Premises and will not be obligated to return
the key to Tenant if Landlord has elected either to terminate this Lease under
Section 17.1(a) or permanently repossess the Premises under Section 17.1(b). If
Landlord alters all locks and security devices at the Premises because of an
Event of Default without electing either to terminate this Lease or permanently
repossess the Premises, then Landlord shall return the key to Tenant only during
the regular business hours of Landlord's property manager and only in the event
Tenant has paid the rent or otherwise performed the obligations necessary to
cure the Event of Default and, further, Tenant provides reasonable assurances to
Landlord evidencing Tenant's ability to perform its remaining obligations under
this Lease. In the event Landlord alters the locks and the keys are not returned
to Tenant, then, upon the prior written request of Tenant accompanied by such
releases and waivers as Landlord may require, Landlord, at its option, may (i)
escort Tenant to the Premises to retrieve


<PAGE>   23

personal belongings and other property not subject to Landlord's lien and
security interest, or (ii) obtain from Tenant a list of such personal belongings
and personal property and advise Tenant of a time and place where such items
will be made available to Tenant. If Landlord elects the latter option, then
Tenant shall reimburse to Landlord the cost of moving and/or storing the items
prior to Landlord's making same available to Tenant.

        17.4 Should Landlord re-enter and take possession of the Premises,
Landlord may, with respect to any and all furniture, fixtures, equipment and
other personal property located on the Premises, exercise one or more of the
following rights: (i) sell the personal property pursuant to any lien retained
by Landlord; (ii) remove the personal property from the Premises (without the
necessity of obtaining a distress warrant, writ of sequestration or other legal
process) and place same in storage and, in such event, Tenant shall be liable to


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Landlord for reasonable costs incurred by Landlord in connection with such
removal and storage and shall indemnify and hold Landlord harmless from all
loss, damage, cost, expense and liability in connection with such removal and
storage; or (iii) dispose of any of the personal property. Should Landlord elect
to dispose of any of the personal property, whether or not such personal
property was first placed in storage, Landlord shall give Tenant written notice
at Tenant's last known address advising Tenant that Landlord will dispose of the
personal property unless Tenant retrieves same within Ten (10) days from the
date of the notice and pays to Landlord any reasonable costs incurred for
storage and/or removal. Landlord shall also have the right to relinquish
possession of all or any portion of such personal property to any person
claiming to be entitled to possession thereof who presents to Landlord a copy of
any instrument represented to Landlord by such person to grant such person the
right to take possession of such personal property, without the necessity on the
part of Landlord to inquire into the authenticity of the copy of the instrument
or of Tenant's or Tenant's predecessor's signature thereon and without the
necessity of Landlord's making any nature of investigation or inquiry as to the
validity of the factual or legal basis upon which such person purports to act;
and Tenant agrees to indemnify and hold Landlord harmless from all cost,
expense, loss, damage and liability incident to Landlord's relinquishment of
possession of all or any portion of such furniture, fixtures, equipment of other
personal property to the person. The rights of Landlord herein stated shall be
in addition to any and all other rights which Landlord has or may hereafter have
a law or in equity, and Tenant stipulates and agrees that the rights herein
granted Landlord are commercially reasonable. Tenant knowingly and irrevocably
waives any claims it may have against Landlord arising from Landlord's removal
and storage of Tenant's personal property in accordance with the provisions of
this paragraph.

        17.5 No re-entry or taking possession of the Premises by Landlord shall
be construed as an election on its part to terminate this Lease, unless a
written notice of such intention shall be given to Tenant. Notwithstanding any
such re-entry or taking possession of the Premises, Landlord may at any time
thereafter elect to terminate this Lease by reason of the Event of Default.
Pursuit of any of the remedies set forth in Article 17 shall not preclude
pursuit of any of the other remedies in Article 17 or any others provided in
this Lease or any other remedies provided by law or in equity. The specific
remedies to which Landlord may resort under this Lease are cumulative and are
not intended to be exclusive of any other remedies to which Landlord may be
lawfully entitled in case of a breach or threatened breach of the Lease. In
addition to any other remedies provided in the Lease, Landlord shall be entitled
to seek injunctive relief to restrain any violation or threatened violation of
the covenants, conditions or provisions of this lease or to compel specific
performance. The pursuit of any remedy provided in this Lease shall not
constitute a forfeiture or waiver of any rent due to Landlord under this Lease
or of any damages accruing to Landlord by reason of the violation of any of the
terms, provisions and covenants contained in this Lease. Landlord's acceptance
of rent following an Event of Default hereunder shall not be construed as
Landlord's waiver of such Event of Default unless such waiver is expressly
stated in writing signed by Landlord. No waiver by Landlord of any violation or
breach of the terms, provisions, and covenants of the Lease shall be deemed or
construed to constitute a waiver of any other violation or breach of any of the
terms, provisions, and covenants of the Lease. No consent by Landlord to any act
of Tenant under this Lease shall be deemed to waive or render unnecessary
consent to any subsequent or similar act. Forbearance by Landlord to enforce one
or more of the remedies herein provided upon an Event of Default shall not be
deemed or construed to constitute a waiver of any other violation or Event of
Default.

        17.6 Landlord and Tenant hereby irrevocably waive, to the extent
permitted by law, any right to trial by jury in any lawsuit, action, proceeding,
or counterclaim brought by either party hereto against the other on any matter
arising out of or connected with this Lease, the acts or omissions of Landlord
or Tenant in connection with this Lease, or Tenant's occupancy and use of the
Premises and the Building.

        17.7 Tenant shall not for any reason withhold or reduce Tenant's
required payments of rent and other charges provided in this Lease, it being
agreed that the obligations of Landlord under this Lease are independent of
Tenant's obligations except as may be otherwise expressly provided. The
immediately preceding sentence shall not be deemed to deny Tenant the pursuit of
all rights granted it under this Lease or at law; however, at the direction of
Landlord, Tenant's claims in this regard shall be litigated in proceedings
different from any litigation involving rent claims or other claims by Landlord
against Tenant (i.e., each party may proceed to a separate judgment without
consideration, counterclaim or offset as to the claims asserted by the other
party).

        17.8 In the event of any default described in subsection (d) of Section
16.1 of this Lease, any assumption and assignment must conform with the
requirements of the Bankruptcy Code which provides, in part, that the Landlord
must be provided with adequate assurance of the following: (i) that the proposed
assignee has sources to pay monthly rents and any


<PAGE>   25

other charges due under this Lease; (ii) that the financial condition and
operating performance of any proposed assignee and its guarantors, if any, shall
be similar to the financial condition and operating performance of Tenant and
its guarantors, if any, as of the date of execution of this Lease; (iii) that
any percentage rent due under this Lease will not decline substantially; (iv)
that any assumption or assignment is subject to all of the provisions of this
Lease (including, but not limited to, restrictions as to use) and will not
breach any such provision contained in any other Lease, financing agreement or
other agreement relating to the Building; and (v) that any assumption or
assignment will not disrupt any tenant mix or balance in the Building.

        (a) In order to provide Landlord with the assurance contemplated by the
Bankruptcy Code, Tenant must fulfill the following obligations, in addition to
any other reasonable obligations that Landlord may require, before any
assumption of this Lease is effective: (i) all defaults under subsection (a) of
Section 16.1 of this Lease must be cured within Twenty (20) days after the date
of assumption; (ii) all other defaults under Section 16.1 of this Lease other
than under subsection (d) of Section 16.1 must be cured within ten (10) days
after the date of assumption; (iii) all actual monetary losses incurred by
Landlord (including, but not


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limited to, reasonable attorneys' fees) must be paid to Landlord within ten (10)
days after the date of assumption; and (iv) Landlord must receive within ten
(10) days after the date of assumption a Security Deposit in the amount of six
(6) months Base Rental (using the Base Rental in effect for the first full month
immediately following the assumption) and an advance prepayment of Base Rental
in the amount of three (3) months Base Rental (using the Base Rental in effect
for the first full month immediately following the assumption), both sums to be
held by Landlord in accordance with the other provisions of this Lease,
including, without limitation, Section 4.3, and deemed to be rent under this
Lease for the purposes of the Bankruptcy Code as amended and from time to time
in effect.

        (b) In the event this Lease is assumed in accordance with the
requirements of the Bankruptcy Code and this Lease, and is subsequently
assigned, then, in addition to any other reasonable obligations that Landlord
may require and in order to provide Landlord with the assurances contemplated by
the Bankruptcy Code, Landlord shall be provided with the following: (i) a
financial statement of the proposed assignee prepared in accordance with
generally accepted accounting principles consistently applied, though on a cash
basis, which reveals a net worth in an amount sufficient, in Landlord's
reasonable judgment, to assure the future performance by the proposed assignee
of Tenant's obligations under this Lease; or (ii) a written guaranty by one or
more guarantors with financial ability sufficient to assure the future
performance of Tenant's obligations under this lease, such guaranty to be in
form and content satisfactory to Landlord and to cover the performance of all of
Tenant's obligations under this Lease.

                                   ARTICLE 18

                               LANDLORD'S DEFAULT

        18.1 Landlord shall be in default under the Lease if Landlord has not
begun and pursued with reasonable diligence the cure of any failure of Landlord
to meet its obligations under the Lease within thirty (30) days of the receipt
by Landlord of written notice from Tenant of the alleged failure to perform.
Tenant hereby waives any right to terminate or rescind this Lease as a result of
Landlord's default as to any covenant or agreement contained in this Lease or as
a result of the breach of any promise or inducement hereof, whether in this
Lease or elsewhere and Tenant hereby agrees that Tenant's sole remedies for
default hereunder and for breach of any promise or inducement shall be limited
to a suit for damages and/or injunctive relief. In addition, Tenant hereby
covenants that, prior to the exercise of any such remedies, it will give the
mortgagees holding mortgages on the project notice and a reasonable time to cure
any default by Landlord.

        18.2 The liability of Landlord to Tenant and Tenant to Landlord for any
default by Landlord under the terms of this Lease shall be limited to Tenant's
or Landlord's actual direct, but not consequential, damages therefor. Tenant
agrees to look solely to the estate and interest of Landlord in the Building for
the collection of any judgment or other judicial process requiring the payment
of money by Landlord in the event of a default or breach by Landlord with
respect to this Lease, and no other assets of Landlord shall be subject to levy
of execution or other procedures for the satisfaction of Tenant's rights.. This
section shall not be deemed to limit or deny any remedies which Tenant may have
in the event of default by Landlord hereunder which do not involve the personal
liability of Landlord.

                                   ARTICLE 19

                           LANDLORD'S CONTRACTUAL LIEN

        19.1 Landlord shall have, at all times, a valid security interest in and
upon the present and future receivables of Tenant and all goods, wares,
equipment, fixtures, furniture, improvements and other personal property of
Tenant presently or which may hereafter be situated on the Premises, and all
proceeds therefrom, and such property shall not be removed therefrom without the
consent of Landlord until all arrearage in rent as well as any and all other
sums of money then due to Landlord hereunder shall first have been paid and
discharged and all the covenants, agreements and conditions hereof have been
fully complied with and performed by Tenant. This contractual lien is in
addition to any and all liens in favor of Landlord and arising under law or
otherwise and is given to secure payment of all rent and other sums of money
becoming due under the Lease from Tenant and to secure payment of any damages or
loss which Landlord may suffer by reason of the breach by Tenant of any
covenant, agreement or condition contained herein and shall survive any
termination of this Lease by reason of a default by Tenant. Upon the occurrence
of any Event of Default by Tenant, Landlord may, in addition to any other
remedies provided herein, enter upon the Premises and take possession of any and
all goods, wares, equipment, fixtures, furniture, improvements and other
personal property of Tenant situated on the Premises, without liability for
trespass or conversion, store same (on or off the Premises or Project) and sell
the same at public or private sale, with or without having such property at the
sale, after giving Tenant reasonable notice of the time and place of any


<PAGE>   27

public sale or of the time after which any private sale is to be made, at which
sale the Landlord or its assigns may purchase unless otherwise prohibited by
law. Without intending to exclude any other manner of giving Tenant reasonable
notice, the requirement of reasonable notice shall be met if such notice is
given in the manner prescribed in this Lease at least five (5) days before the
time of sale unless otherwise required by law. The proceeds from any such
disposition, less any and all expenses connected with the taking of possession,
holding and selling of the property (including reasonable attorneys' fees and
other expenses), shall be applied as a credit against the indebtedness secured
by the security interest granted in this section. Any surplus shall be paid to
Tenant or as otherwise required by law; and the Tenant shall pay any
deficiencies forthwith. Upon request by Landlord, Tenant agrees to execute and
deliver to Landlord within ten (10) days of such request a financing statement
in form sufficient to perfect the security interest of Landlord in the
aforementioned property and proceeds thereof under the provisions of the Uniform
Commercial Code in force in the State of Texas. Landlord may also file a copy of
this Lease to perfect its interest in the personal property of Tenant described
above. Notwithstanding


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the foregoing, Lessor hereby agrees to subordinate it's contractual and
statutory lein to the lein of any party providing financing to, or who leases to
lessee, any equipment or personal property within the premises (and agrees to
execute a written subordination of same in form reasonably acceptable to
Lessor).

                                   ARTICLE 20

                       SURRENDER OF PREMISES; HOLDING OVER

        20.1 No act by Landlord shall be deemed an acceptance of a surrender of
the Premises, and no agreement to accept a surrender of the Premises shall be
valid unless the same is made in writing and signed by Landlord. At the
expiration or termination of this Lease, Tenant shall deliver to Landlord the
Premises "broom-clean" and with all improvements located thereon in good repair
and condition, reasonable wear and tear and condemnation and fire or other
casualty damage not caused by Tenant excepted, and shall deliver to Landlord all
keys to the Premises. Provided that Tenant has performed all of its obligations
hereunder, Tenant may remove all unattached trade fixtures, furniture, and
personal property placed in the Premises by Tenant (but Tenant shall not remove
any such item which was paid for, in whole or in part, by Landlord).
Additionally, Tenant shall remove such alterations, additions, improvements,
trade fixtures, equipment, wiring, and furniture as Landlord may request. Tenant
shall repair all damage caused by such removal. All items not so removed within
five (5) days of the expiration or termination of the lease shall be deemed to
have been abandoned by Tenant and may be appropriated, sold, stored, destroyed,
or otherwise disposed of by Landlord at any time, thereafter, without notice to
Tenant and without any obligation to account for such items. If Landlord incurs
any cost in the storage or removal of any such items, Tenant shall pay to
Landlord on demand any and all such charges. The provisions of this paragraph
shall survive the expiration or termination of the Lease.

        20.2 If Tenant, or any party under Tenant claiming rights to the Lease,
fails to vacate the Premises at the end of the Lease Term, then such possession
shall be an unlawful detainer (Landlord reserving the right to seek an eviction
or removal), no tenancy shall be created, and Tenant shall pay each day during
any holdover period a daily Base Rental equal to the greater of (a) one
thirtieth (1/30th) of one hundred fifty percent (150%) of the monthly Base
Rental payable during the last month of the Lease Term, or (b) the prevailing
rental rate for similar space in the Building, plus, Tenant shall pay any
additional rental due under the other provisions of this Lease during any such
holdover period. In addition to payment of rent, Tenant shall pay to Landlord
all other damages to which Landlord may be entitled as a result of Tenant's
holding over.

                                   ARTICLE 21

                                 RIGHT OF ACCESS

        21.1 Upon reasonable prior notice to tenant, Landlord or Landlord's
representatives shall have the right to enter into and upon the Premises at any
and all reasonable times (i) to inspect, clean or make repairs or alterations or
additions to the Premises as Landlord may deem necessary (but without any
obligation to do so, except as expressly provided elsewhere in the Lease), or
(ii) to show the Premises to prospective tenants, purchasers or lenders; and
Tenant shall not be entitled to any abatement or reduction of rent by reason
thereof, nor shall any such entry be deemed to be an actual or constructive
eviction, unless such entry unreasonably interferes with tenant's use.

                                   ARTICLE 22

                               SUBSTITUTION SPACE

        22.1 From time to time during the Term, Landlord may substitute for the
Premises other space that has an area at least equal to that of the Premises and
is located in the Building or in any other comparable building managed by
Landlord or an affiliate of Landlord (the "Substitution Space").

        22.2 If Landlord exercises such right by giving Tenant notice thereof
("Substitution Notice") at least sixty (60) days before the effective date of
such substitution, then (i) the description of the Premises shall be replaced by
the description of the Substitution Space; and (ii) all of the terms and
conditions of this Lease shall apply to the Substitution Space except that (A)
if the then unexpired balance of the Lease Term shall be less than one (1) year,
then the Lease Term shall be extended so that it shall be one (1) year from the
Substitution Commencement Date (defined below), and (B) if the Substitution
Space contains more square footage than the Premises, then the Base Rental then
in effect shall be increased proportionately (provided that such increase shall
not exceed 105% of the Base Rental due for the Premises) and shall be subject to
adjustment as herein provided. The effective date of such substitution (the
"Substitution Commencement Date") shall be the date specified in the
Substitution Notice or, if Landlord is required to


<PAGE>   29

perform tenant finish work to the Substitution Space under this Article, then
the date on which Landlord substantially completes such tenant finish work. If
Landlord is delayed in performing the tenant finish work by Tenant's actions
(either by Tenant's change in the plans and specifications for such work or
otherwise), then the Substitution Commencement Date shall not be extended and
Tenant shall pay rent for the Substitution Space beginning on the date specified
in the Substitution Notice.

        22.3 Tenant may either accept possession of the Substitution Space in
its "as is" condition as of the Substitution Commencement Date or require
Landlord to alter the Substitution Space in the same manner as the Premises were
altered or were to be altered. Tenant shall deliver to Landlord written notice
of its election within ten (10) days after the Substitution Notice has been
delivered to Tenant. If Tenant fails to timely deliver notice of its election or
if an Event of Default then exists, then Tenant shall be deemed to have elected
to accept possession of the Substitution Space in its "as is" condition. If
Tenant timely elects to require Landlord to alter the Substitution Space, then
(i) notwithstanding Section 22.2, if the then unexpired balance of the Term is
less


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than three (3) years, then the Term shall be extended so that it continues for
three (3) years from the Substitution Commencement Date, and (ii) Tenant shall
continue to occupy the Premises (upon all of the terms of this Lease) until the
Substitution Commencement Date.

        22.4 Tenant shall move from the Premises into the Substitution' Space
and shall surrender possession of the Premises as provided in Section 20.1 by
the Substitution Commencement Date. If Tenant occupies the Premises after the
Substitution Commencement Date, then Tenant's occupancy of the Premises shall be
a tenancy-at-will (and, without limiting all other rights and remedies available
to Landlord, including instituting a forcible detainer suit), Tenant shall pay
Base Rental for the Premises as provided in Section 20.2 and all other rent due
therefor until such occupancy ends; such amounts shall be in addition to the
rent due for the Substitution Space.

        22.5 If Landlord exercises its substitution right, then Landlord shall
reimburse Tenant for Tenant's reasonable out-of-pocket expenses for moving
Tenant's furniture, equipment, supplies and telephone equipment from the
Premises to the Substitution Space and for reprinting Tenant's stationery of the
same quality and quantity of Tenant's stationery supply on hand immediately
prior to Landlord's notice to Tenant of the exercise of this relocation right.
If the Substitution Space contains more square footage than the Premises, and if
the Premises were carpeted, Landlord shall supply and install and equal amount
of carpeting of the same or equivalent quality and color.

                                   ARTICLE 23

                                  MISCELLANEOUS

        23.1 ATTORNEYS' FEES. In case it should be necessary or proper for one
party to bring an action under this Lease against the other, then the party
which does not prevail agrees in each and any such case to pay to the party
which prevails its reasonable attorneys' fees. Furthermore, should it be
necessary for one party to consult an attorney for the enforcement of any of
such party's rights hereunder (including seeking payment of any amounts due
under the Lease) without the necessity of bringing an action, then the other
party, nonetheless, agrees in such event to pay to such party its reasonable
attorneys' fees.

        23.2 TAXES. Tenant shall be liable for all taxes levied or assessed
against personal property, furniture, or fixtures placed by Tenant in the
Premises. If any taxes for which Tenant is liable are levied or assessed against
Landlord or Landlord's property and Landlord elects to pay the same, or if the
assessed value of Landlord's property is increased by inclusion of such personal
property, furniture or fixtures and Landlord elects to pay the taxes based on
such increase, then Tenant shall pay to Landlord, upon demand, that part of such
taxes for which Tenant is primarily liable hereunder.

        23.3 NAME. Tenant shall not, without the written consent of Landlord,
use the name of the Building for any purpose other than as the address of the
business to be conducted by Tenant in the Premises. In no event shall Tenant
acquire any rights in or to such name and Landlord reserves the right from time
to time and at any time to change the name of the Building.

        23.4 FINANCIAL STATEMENTS. Prior to the execution of this Lease, Tenant
has delivered financial statements to Landlord, prepared by a certified public
accountant and certified to be true and correct in all material aspects. Tenant
further agrees to deliver to Landlord updated financial statements from time to
time within ten (10) days of Landlord's written request, each financial
statement certified to be true and correct in all material aspects by an
authorized person on behalf of Tenant.

        23.5 BROKERAGE. Landlord and Tenant each warrant to the other that it
has not dealt with any broker or agent in connection with the negotiation or
execution of this Lease, other than the person(s) listed in the Basic
Definitions and Lease Provisions of this Lease (the "Broker(s)"). Except for any
Broker(s) who shall be compensated in accordance with the provisions of a
separate agreement, Landlord and Tenant each agree to indemnify the other
against all costs, expenses, attorneys' fees, and other liability for
commissions or other compensation claimed by any other broker or agent claiming
the same by, through, or under the indemnifying party.

        23.6 QUIET ENJOYMENT. Provided Tenant has performed all of the terms and
conditions of this Lease to be performed by Tenant, Tenant shall peaceably and
quietly hold and enjoy the Premises for the Term, without hindrance from
Landlord or any party claiming by, through, or under Landlord, subject to the
terms and conditions of this Lease.

        23.7 FORCE MAJEURE. Whenever a period of time is herein prescribed for
action to be taken by either party hereto, such party shall not be liable or
responsible for, and there


<PAGE>   31

shall be excluded from the computation for any such period of time, delays due
to strikes, riots, acts of God, shortages of labor or materials, war,
governmental laws, regulations, or restrictions, or any other causes of any kind
whatsoever which are beyond the control of such party. The foregoing shall not
excuse, however, the timely payment of rent by Tenant under the provisions of
this Lease.

        23.8 NOTICES. All notices and other communications given by one party to
the other under the provisions of this Lease shall be in writing, addressed to
the party at the address provided in the Basic Definitions and Lease Provisions,
and shall be by one of the following: (i) mailed by first class, United States
Mail, postage prepaid, certified, with return receipt requested, (ii) hand
delivered by courier to the intended address, or (iii) sent by prepaid telegram,
cable, facsimile transmission, or telex followed by a confirmatory


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letter or (iv) reputable overnight courier services. Notice sent by certified
mail shall be effective three (3) days after being deposited in the United
States Mail; all other notices shall be effective upon delivery to the address
of the addressee. The parties hereto may change their addresses by giving notice
thereof to the other in conformity with this provision.

        23.9 JOINT AND SEVERAL LIABILITY. If there is more than one Tenant, then
the obligations hereunder imposed upon Tenant shall be joint and several. If
there is a guarantor of Tenant's obligations hereunder, then the obligations
hereunder imposed upon Tenant shall be the joint and several obligations of
Tenant and such guarantor, and Landlord need not first proceed against Tenant
before proceeding against such guarantor nor shall any such guarantor be
released from its guaranty for any reason whatsoever.

        23.10 SEVERABILITY. If any clause or provision of this Lease is illegal,
invalid, or unenforceable under present or future laws, then the remainder of
this Lease shall not be affected thereby and in lieu of such clause or
provision, there shall be added as a part of this Lease a clause of provision as
similar in terms to such illegal, invalid, or unenforceable clause or provision
as may be possible and be legal, valid, and enforceable.

        23.11 AMENDMENTS; CONSTRUCTION AND BINDING EFFECT. This Lease may not be
amended except by instrument in writing signed by Landlord and Tenant. No
provision of this Lease shall be deemed to have been waived by Landlord unless
such waiver is in writing signed by Landlord, and no custom or practice which
may evolve between the parties in the administration of the terms thereof shall
waive or diminish the right of Landlord to insist upon the performance by Tenant
in strict accordance with the terms hereof. The terms and conditions contained
in this Lease shall inure to the benefit of and be binding upon the parties
hereto, and upon their respective successors in interest and legal
representatives, except as otherwise herein expressly provided. This Lease is
for the sole benefit of Landlord and Tenant, and, other than Landlord's
Mortgagee or a successor thereto, no third party shall be deemed a beneficiary
hereof.

        23.12 CAPTIONS. The captions contained in this Lease are for convenience
of reference only, and do not limit or enlarge the terms and conditions of this
Lease.

        23.13 RECORDING. Tenant shall not record or permit to be recorded in the
official records of the county where the Premises are located the Lease or any
memorandum of lease or other document giving notice of the existence of the
Lease.

        23.14 TIME OF ESSENCE. Except as otherwise expressly provided in this
Lease, time is of the essence.

        23.15 GOVERNING LAW; VENUE. The laws of the state in which the Building
is located shall govern the interpretation, validity, performance and
enforcement of this Lease. Venue for any action under this Lease shall be the
county in which rentals are due the building is located.

        23.16 AUTHORITY. If Tenant either party is a corporation or partnership,
the person executing the Lease on behalf of Tenant such party hereby represents
and warrants that (i) he is duly authorized and empowered to execute the Lease
on behalf of Tenant such party, (ii) Tenant has full right and authority to
enter into this Lease, and (iii) upon full execution, this Lease constitutes a
valid and binding obligation of Tenant such party.

        23.17 APPROVAL. Any approval of Landlord required under the provisions
of this Lease must be in writing or it shall not be deemed to be effective and,
if not in writing, then in the making of proof thereof, Landlord shall be
presumed not to have given its approval.

        23.18 NO MERGER. There shall be no merger of the leasehold estate hereby
created with the fee estate in the Premises or any part thereof if the same
person acquires or holds, directly or indirectly, this Lease or any interest in
this Lease and the fee estate in the Premises or any interest in such fee
estate.

        23.19 NO PARTNERSHIP. Nothing in this Lease shall be deemed or construed
by the parties hereto, nor by any third party, as creating the relationship of
principal and agent or of partnership or of joint venture between the parties
hereto, it being understood and agreed that neither the method of computation of
rent, nor any other provision contained herein, nor any acts of the parties
hereto, shall be deemed to create any relationship between the parties hereto
other than the relationship of landlord and tenant.

        23.20 NO OFFER. The submission of this Lease by Landlord to Tenant for
examination shall not be construed as an offer to lease or a reservation of an
option to lease. Further, it is the intention of the parties that Landlord shall
not be bound and Tenant


<PAGE>   33

shall not have any rights under this Lease unless and until Landlord executes a
copy of this Lease and delivers it to Tenant.

        23.21 EXHIBITS. All exhibits and attachments attached hereto are
incorporated herein by this reference. [Check all boxes which apply. Boxes not
checked are of exhibits that do not apply.]

<TABLE>
<S>                                                             <C>
        Exhibit A -  Legal Description                          [/]
        Exhibit B -  Outline of Premises                        [/]
        Exhibit C -  Operating Expense Reimbursement            [/]
        Exhibit D -  Building Rules and Regulations             [/]
        Exhibit E -  Work Letter                                [/]
</TABLE>


Stanford Microdevices, Inc
Office Lease 17
Version 97.1 (TX)

<PAGE>   34

<TABLE>
<S>                                                             <C>
        Exhibit F -  Commencement Date Letter                   [/]
        Exhibit G -  Financing Statement                        [ ]
        Exhibit H -  Parking                                    [/]
        Exhibit I -  Signage                                    [/]
        Exhibit J -  Renewal Option                             [ ]
        Exhibit K -  Right of First Refusal                     [ ]
        Exhibit L -  Guaranty of Lease                          [ ]
</TABLE>

        23.22 ENTIRE AGREEMENT. This Lease, including all exhibits attached
hereto, constitutes the entire agreement between Landlord and Tenant regarding
the subject matter hereof and supersedes all oral statements and prior writings
relating thereto. Except for those set forth in this Lease, no representations,
warranties, or agreements have been made by Landlord, Landlord's agent or
Tenant, anyone of the foregoing to the other with respect to this Lease or the
obligations to Landlord or Tenant in connection therewith.

EXECUTED to be effective on the day and date first written above.

                                     LANDLORD: Aetna Life Insurance Company
                                               by Allegis Reality Investors, LLC
                                               it's Investment Advisor and Agent

                                     By: /s/ Signature Illegible
                                        ----------------------------------------

                                     Printed Name: Joseph R. Gaukler
                                                   -----------------------------

                                     Title: Sr. VP
                                            ------------------------------------


ATTEST:                              TENANT: STANFORD MICRODEVICES, INC.

----------------------------         By: /s/ Signature Illegible
          (Title)                       ----------------------------------------

                                     Printed Name: S.M. ??
                                                   -----------------------------
                                     Title: ??



Stanford Microdevices, Inc
Office Lease 18
Version 97.1 (TX)

<PAGE>   35

                                  EXHIBITS "A"

                                LEGAL DESCRIPTION

Arapaho Business Park X
-----------------------

BEING a tract of land situated and the J. C. Skiles Survey, Abstract No. 1371
and the Baurch Cantrell Survey, Abstract No. 265, City of Richardson, Dallas
County, Texas, and also being all of Lot 4, Block 2 of the replat of Block 2 of
Arapaho Business Park, an additional to the City of Richardson as recorded in
Volume 8'0011, Page 2276, Deed Records, Dallas County, Texas and being more
particularly described as follows:

BEGINNING at the point of intersection of the West R.O.W. line of Presidential
Drive (a 60' R.O.W.) with the South R.O.W. line of Arapaho Road (a 100' R.O.W.);

THENCE, South along the said West R.O.W. line of Presidential Drive a distance
of 411.49 feet to a point for corner;

THENCE S 89 44' 50" W, a distance of 587.85 feet to a point for corner located
on the East R.O.W. line of Glenville Drive (a 80' R.O.W.);

THENCE N 0 15' 10" W, along the said East R.O.W. line of Glenville Drive a
distance of 394.07 feet to an angle point;

THENCE North a distance of 20.0 feet to a point for corner;

THENCE East along the said South R.O.W. line of Arapaho Road a distance of
589.59 feet to the POINT OF BEGINNING and containing 243,026 square feet or 5.58
acres of land, more or less.


Stanford Microdevices, Inc.
Office - Exhibit A
Version 97.1 (TX)

<PAGE>   36

                                [EXHIBIT OMITTED]







Stanford Microdevices, Inc.
Office - Exhibit B
Version 97.1 (TX)

<PAGE>   37

                                   EXHIBIT "C"

                         OPERATING EXPENSE REIMBURSEMENT

        This Exhibit is attached to and made a part of the Lease by and between
AETNA LIFE INSURANCE COMPANY ("Landlord") and STANFORD MICRODEVICES, INC.
("Tenant").

        A.     Tenant shall pay Tenant's Pro-Rata Share of the excess ("Excess")
of actual Basic Costs for a calendar year over (whichever one of the following
is completed shall be applicable):

               (i)    the actual Basic Costs for the calendar year of 1998, or

               (ii)   the sum of $_____ per square foot of rentable area

(the "Expense Stop"). Landlord may make a good faith estimate of the Excess for
any calendar year or part thereof during the Lease Term, and, Tenant shall pay
to Landlord as additional rent along with each monthly payment of Base Rental an
amount equal to the estimated Excess for such calendar year or part thereof
divided by the number of months in such calendar year during the Lease Term.
From time to time during any calendar year, Landlord may revise its estimate of
the Excess and deliver a copy of the revised estimate to Tenant. Thereafter, the
monthly installments of Excess payable by Tenant shall be appropriately
adjusted. In no event will the provisions of Exhibit "C" serve to reduce the
monthly Base Rental.

        B.     Landlord will maintain books and records of all Basic Costs in
accordance with generally accepted accounting for similar types of properties,
applied on a consistent basis. After the end of every calendar year Landlord
will deliver to Tenant a statement ("Annual Cost Statement") setting forth the
actual Basic Costs for the prior calendar year, the actual amount of any Excess
for the prior calendar year, and Tenant's Pro Rata Share. If Tenant owes an
additional amount of Excess over the estimated payments made during the prior
calendar year, this will also be noted in the Annual Cost Statement and Tenant
will pay such amount, as additional rent, with the next due installment of Base
Rental. If the Annual Statement reflects an overpayment, then Landlord will
credit the amount of the overpayment against the next due installments of
additional rent payable under the provisions of this Exhibit "C", or if the
Lease Term has expired, Landlord will refund the difference to Tenant.

        Notwithstanding any expiration or earlier termination of this Lease,
Tenant's obligation to pay Tenant's Pro Rata Share of any Excess shall survive
any expiration or termination of this Lease.

        C.     The term "Basic Costs" shall mean all expenses and disbursements
of every kind (subject to the limitations set forth below) which Landlord
incurs, pays or becomes obligated to pay in connection with the ownership,
operation, management, repair and maintenance (including replacement thereof) of
the Project, including, but not limited to, the following:

               (a)    Wages and salaries of all employees engaged solely in the
        operation, repair, replacement, and maintenance of the Project,
        including taxes, insurance and benefits relating thereto;

               (b)    All supplies and materials used solely in the operation,
        maintenance, repair, replacement, and security of the Project;

               (c)    Annual cost of all capital improvements made to the
        Project which although capital in nature can reasonably be expected to
        reduce the normal operating costs of the Project, as well as all capital
        improvements made to comply with any legal requirements, insurance
        requirements or environmental laws which become effective after the date
        of this Lease, or to benefit or increase the safety and security of the
        Project, as amortized over the useful economic life of such improvements
        as determined by Landlord in its reasonable discretion (without regard
        to the period over which such improvements may be depreciated or
        amortized for federal income tax purposes), and the amortized portion,
        together with interest on the unamortized portion of such improvements
        or expenditures at an interest rate equal to two percent (2%) over the
        interest rate payable on United States Treasury securities having a
        maturity comparable to the period of the amortization at the time


<PAGE>   38

        Landlord incurred the cost, shall be included in operating expenses in
        the year in which the costs are incurred and in any subsequent years,
        during the term of the lease;

               (d)    Cost of all utilities, other than the cost of utilities
        actually reimbursed to Landlord by individual tenants;

               (e)    Cost of any insurance or insurance related expense
        applicable to the Project and Landlord's personal property used in
        connection therewith, including without limitation, the premiums for
        public liability coverage, fire and extended coverage, and rental loss
        coverage;

               (f)    All taxes and assessments and governmental charges whether
        federal, state, county or municipal, and whether they be by taxing
        districts or authorities presently taxing or by others, subsequently
        created or otherwise, and any other taxes and assessments attributable
        to the Project (or its operation), and the grounds, parking areas,
        driveways, and alleys around the Project, excluding, however, federal
        and state taxes on income (collectively, "Taxes"); if the present method
        of taxation changes so that in lieu of the whole or any part of any
        Taxes levied on the Landlord or Project, there is


Stanford Microdevices, Inc.
Office - Exhibit C
Version 97.1 (TX)

<PAGE>   39

        levied on Landlord a capital tax directly on the rents received
        therefrom or a franchise tax, assessment, or charge based, in whole or
        in part, upon such rents for the Project and in lieu of the present
        method of taxation, then all such taxes, assessments, or charges, or the
        part thereof so based, shall be deemed to be included within the term
        "Taxes" for the purposes hereof;

               (g)    Cost of repairs, replacements, and general maintenance of
        the Project; and

               (h)    Cost of service or maintenance contracts with independent
        contractors for the operation, maintenance, repair, replacement, or
        security of the Project (including, without limitation, alarm service,
        window cleaning, and elevator maintenance) (Nothing herein is intended
        to obligate Landlord to provide any security for the Project.).

There are specifically excluded from the definition of the term "Basic Cost"
costs for the following:

               (1)    Capital improvements made to the Project, other than
        capital improvements described above in this Exhibit "C" and except for
        items which, though capital for accounting purposes, are properly
        considered maintenance and repair items, such as painting of common
        areas, replacement of carpet in elevator lobbies, and the like;

               (2)    Repair, replacements and general maintenance paid by
        proceeds of insurance or by Tenant or other third parties, and
        alterations attributable solely to tenants of the Project other than
        Tenant;

               (3)    Debt service on loans to Landlord;

               (4)    Depreciation of the Project;

               (5)    Leasing commissions;

               (6)    Legal expenses, other than those incurred for the general
        benefit of the Building's tenants (e.g., tax disputes);

               (7)    Wages and salaries and benefits of employees above the
        level of Project manager;

               (8)    renovating or otherwise installing tenant improvements for
        occupants of the Project; and

               (9)    correcting defects in the construction of the Project.

        D.     With respect to any calendar year or partial calendar year in
which the Project is not occupied to the extent of 95% of the rentable area
thereof, the Basic Costs for such period shall, for the purposes hereof, be
increased to the amount which would have been incurred had the Project been
occupied to the extent of 95% of the rentable area.


Stanford Microdevices, Inc.
Office - Exhibit C
Version 97.1 (TX)

<PAGE>   40

                                   EXHIBIT "D"

                              RULES AND REGULATIONS

        This Exhibit is attached to and made a part of the Lease by and between
AETNA LIFE INSURANCE COMPANY ("Landlord") and STANFORD MICRODEVICES, INC.
("Tenant").

        A.     The following rules and regulations shall apply to the Building,
including, without limitation the Premises:

        1.     Sidewalks, doorways, vestibules, halls, stairways, and other
similar areas shall not be obstructed by Tenant or used by any Tenant for
purposes other than ingress and egress to and from its Premises. No rubbish,
litter, trash, or material of any nature shall be placed, emptied, or thrown in
those areas. At no time shall Tenant permit Tenant's employees to loiter in
common areas or elsewhere in or about the Building.

        2.     Plumbing, fixtures and appliances shall be used only for the
purposes for which designed, and no sweepings, rubbish, rags or other unsuitable
material shall be thrown or deposited therein. Damage resulting to any such
fixtures or appliances from misuse by Tenant or its agents, employees or
invitees, shall be paid by such Tenant.

        3.     No signs, advertisements or notices shall be painted or affixed
on or to any windows or doors or other part of the Building without the prior
written consent of Landlord, which consent shall not be unreasonably withheld.
No nails, hooks or screws shall be driven or interested in any part of the
Building except by personnel of Landlord or retained by Landlord. No curtains or
other window treatments shall be placed on the glass, without Landlord's prior
approval. No lighting which may be visible from the exterior of the Premises may
be utilized without Landlord's prior approval.

        4.     Landlord may provide and maintain an alphabetical directory for
all tenants in the main lobby of the Building.

        5.     Landlord shall provide all door locks in Tenant's Premises, at
the cost of Tenant, and Tenant shall not place any additional door locks in its
Premises without Landlord's prior written consent, which consent shall not be
unreasonably withheld. Landlord shall furnish to Tenant a reasonable number of
keys to the door lock's in Tenant's Premises free of cost and additional keys,
at Tenant's cost. Tenant shall not make a duplicate of any key. All keys are to
be returned to Landlord at the expiration or earlier termination of this Lease.

        6.     Movement in or out of the Building of furniture or office
equipment, or dispatch or receipt by Tenant of any merchandise or materials
which require use of elevators or stairways, common area loading docks or
movement through the Building entrances or lobby shall be conducted under
Landlord's supervision at such times and in such a manner as Landlord may
reasonably require. At the time of seeking Landlord's approval, Tenant shall
provide to Landlord, in writing, a detailed listing of the activity. Tenant
assumes all risks of and shall be liable for all damage to articles moved and
injury to persons resulting from such activity. If any equipment, property and
personnel of Landlord are damaged or injured as a result of acts in connection
with this activity, then Tenant shall be solely liable for any and all damage or
loss resulting therefrom.

        7.     Landlord may prescribe weight limitations and determine the
locations for safes and other heavy equipment or items, which shall in all cases
be placed in the Building so as to distribute weight in a manner which will
avoid damage to the Building, which may include the use of such supporting
devices as Landlord may require, and which may not in any case exceed the
acceptable floor loading and weight distribution for the Building. All damages
to the Building caused by the installation or removal of any property of a
tenant, or done by a tenant's property while in the Building, shall be repaired
at the expense of such tenant.

        8.     Corridor doors, when not in use, shall be kept closed.

        9.     No birds or animals (except seeing eye dogs) shall be brought
into or kept in, on or about the Premises. No portion of the Premises shall at
any time be used or occupied as sleeping or lodging quarters or for any immoral
or illegal purposes or for any purpose which would tend to injure the reputation
of the Building or impair the value of the Building.

        10.    Tenant shall not commit waste and shall keep its Premises neat
and clean. All trash and debris must be placed in receptacles provided therefor.


<PAGE>   41

        11.    Tenant shall not make or permit any improper, objectionable or
unpleasant noises or odors to emanate from the Premises to other parts of the
Building or otherwise interfere in any way with other tenants or persons having
business with them, shall not solicit business or distribute, or cause to be
distributed, in any portion of the Building any handbills, promotional materials
or other advertising, and shall not conduct or permit any other activities in
the Building that might constitute a nuisance. Tenant shall not do any cooking
or operate a restaurant or food service business from the Premises (other than a
microwave oven for use by its employees or a beverage and/or snack service that
is free or of nominal charge for use by employees and invitees).


Stanford Microdevices, Inc.
Office - Exhibit D
Version 97.1 (TX)

<PAGE>   42

        12.    No machinery of any kind (other than normal office equipment)
shall be operated by Tenant on its Premises without Landlord's prior written
reasonable consent.

        13.    No flammable, explosive or dangerous fluid or substance shall be
used or kept by Tenant in the Premises, except normal amounts used for cleaning.

        14.    Landlord will not be responsible for lost or stolen personal
property, money or jewelry from the Premises or public or common areas
regardless of whether such loss occurs when the area is locked against entry or
not.

        15.    No coin, vending or dispensing machines of any kind may be
maintained in any Premises, except that Tenant may from time to time maintain
soft drink and or snack machines for use by its employees and invitees on a
no-charge or nominal charge basis.

        16.    All mail chutes located in the Building shall be available for
use by Landlord and all tenants of the Building according to the rules of the
United States Postal Service.

        17.    Neither Tenant nor any agent, contractor or employee of Tenant
shall have any right of access to the roof of the Premises or the Building and
neither shall install, repair, place or replace any aerial, fan, air conditioner
or other device on the roof of the Premises or the Building without the prior
written consent of Landlord. Such consent may be expressly conditioned upon
Landlord's supervision of access to the roof and upon such other reasonable
restrictions as Landlord may advise Tenant. Any aerial, fan, air conditioner or
device installed without such written consent shall be subject to removal, at
Tenant's expense, without notice, at any time. Tenant shall be liable for all
damages resulting from the installation or removal of any aerial, fan, air
conditioner or other device.

        18.    Tenant will refer to Landlord for Landlord's reasonable
supervision, approval and control all contractors, contractor representatives,
and installation technicians rendering any service to Tenant, before performance
of any contractual service. Such supervisory action by Landlord shall not render
Landlord responsible for any work performed for Tenant. This provision shall
apply to all work performed in the Building, including, without limitation, the
installation of telephones, computer wiring, cabling, electrical devices,
attachments and installations of any nature. Tenant shall be solely responsible
for complying with all applicable laws, codes and ordinances pursuant to which
such work shall be performed.

        19.    Landlord may from time to time (without any obligation to do so
or liability for not doing so) adopt appropriate and lawful systems and
procedures for the security or safety of the Building, its occupants, entry and
use, or its contents and Tenant, its employees, contractors, agents and invitees
shall comply therewith.

        20.    Canvassing, soliciting, and peddling in or about the Building is
prohibited and Tenant shall cooperate and use reasonable efforts to prevent
same.

        21.    At no time shall Tenant permit or shall Tenant's agents,
employees, contractors, quests, or invitees smoke in any common area of the
Building, unless such common area has been declared a designated smoking area by
Landlord.

        22.    Tenant accepts any and all liability for damages and injuries to
persons and property resulting from the serving and sales of alcoholic beverages
from the Premises. Nothing contained herein shall be construed as the consent of
Landlord to permit the serving or sale of alcoholic beverages on the Premises.

        B.     The Landlord reserves the right to rescind any of these rules and
make such other and further rules and regulations as in the judgment of Landlord
shall from time to time be needed for the safety, protection, care and
cleanliness of the Building, the operation thereof, the preservation of good
order therein, and the protection and comfort of its tenants, their agents,
employees and invitees, which rules when made and notice thereof given to Tenant
shall be binding upon him in like manner as if originally herein prescribed;
provided such rules are reasonable, non-descriminatory and are not in conflict
with the provisions of tenant's lease.


Stanford Microdevices, Inc.
Office Exhibit D
Version 97.1 (TX)

<PAGE>   43

                                   EXHIBIT "E"

                                   WORK LETTER

        This Exhibit is attached to and made a part of the Lease by and between
AETNA LIFE INSURANCE COMPANY ("Landlord") and STANFORD MICRODEVICES, INC.
("Tenant").

The Landlord agrees to provide Tenant with an improvement allowance not to
exceed $15,300.00 or $5.30 per rentable square foot. This allowance is to be
used for specific improvements done to the demised premises only and shall
remain a part of the demised premises upon the expiration of this Lease. Any
residual amount not used shall be returned to the Landlord.

A.      Delivery of the Premises. Subject to unavoidable delays, the Work is
estimated to be substantially completed for delivery of the Premises to Tenant
by the Commencement Date. If an unavoidable delay will prevent the substantial
completion of the Work prior to the scheduled Commencement Date, then Landlord
will notify Tenant in writing. Upon substantial completion of the Work, Landlord
will notify Tenant in writing and afford Tenant an opportunity to inspect the
Premises prior to delivery. At the inspection, Landlord and Tenant will prepare
and agree upon a punchlist of any items that remain to be completed.

        If the Work is substantially completed to permit delivery of the
Premises prior to the Commencement Date, Landlord shall notify Tenant in writing
and, should Tenant elects to take occupancy early, then Tenant may inspect the
Premises and prepare, with Landlord, a punchlist prior to delivery.


Stanford Microdevices, Inc.
Office - Exhibit E
Version 97.1 (TX)

<PAGE>   44

                                   EXHIBIT "F"

                            COMMENCEMENT DATE LETTER

        This Exhibit is attached to and made a part of the Lease by and between
AETNA LIFE INSURANCE COMPANY ("Landlord") and STANFORD MICRODEVICES, INC.
("Tenant").

        1.     The Lease Term commenced on July 29, 1998.

        2.     The Lease Term will expire on July 31, 2001 unless renewed or
               extended.

        3.     Tenant acknowledges that the Work has been completed in
               accordance with the Plans and Specifications and accepts such
               Work, subject to any punch list items being completed.

        4.     Tenant, further, acknowledges that any tenant improvement
               allowance owed to Tenant or other obligations of Landlord to
               Tenant in connection with the Work and all other conditions
               precedent to the commencement of the Lease Term have occurred and
               that the Lease is in full force and effect.

        5.     There are no existing defenses or offsets which, as of the date
               hereof, Tenant has against the enforcement of the Lease by
               Landlord.

        EXECUTED on the _____ day of __________, 19__.

                                     LANDLORD: AETNA LIFE INSURANCE COMPANY
                                               BY ALLEGIS REALTY INVESTORS, LLC
                                               IT'S INVESTMENT ADVISOR AND AGENT

                                            By: /s/ Signature Illegible

                                            Printed Name: Joseph E. Gaukler
                                                          ----------------------

                                            Title: SLVP
                                                   -----------------------------

ATTEST:                              TENANT: STANFORD MICRODEVICES, INC.


-----------------------------        By: /s/ Signature Illegible
          (Title)
                                     Printed Name: Susan Mendord
                                                   -----------------------------
                                     Title: G??elle
                                            ------------------------------------



Stanford Microdevices, Inc.
Office - Exhibit F
Version 97.1 (TX)

<PAGE>   45










                        [EXHIBIT G MISSING FROM ORIGINAL]


<PAGE>   46


                                   EXHIBIT "H"

                                     PARKING

        This Exhibit is attached to and made a part of the Lease by and between
AETNA LIFE INSURANCE COMPANY ("Landlord") and STANFORD MICRODEVICES, INC.
("Tenant").

        Provided that Tenant is not in default under the Lease, Landlord shall
make available to Tenant throughout the Lease Term, parking as designated by the
City of Richardson code for this property type. As consideration for the parking
spaces, Tenant shall pay to Landlord as Additional Rental the amount, if any,
set forth below, together with each monthly payment of Base Rental. Except with
respect to any reserved parking that Landlord may establish from time to time,
all tenant parking will be on a non-reserved, first-come, first-serve basis.
Landlord may elect to establish parking zone(s) or otherwise restrict access to
the parking spaces on the Project and require specific identification and/or
access cards for those vehicles allowed to park in such zone(s) or parking
spaces. Landlord reserves the right upon written notice posted in the parking
areas to temporarily close the parking areas for repairs or alterations as
Landlord may deem appropriate.

        Tenant agrees to pay to Landlord during the Lease Term the parking
charge of $0 per month for each parking space, beginning on the Commencement
Date. A pro rata portion of such parking charge shall be paid for any partial
month during the Lease Term. The parking charge is subject to adjustment from
time to time by Landlord to reflect Landlord's then current market charge, if
any, for parking spaces on the Project. Such adjustment shall be consistent with
industry standards in comparable buildings in the vicinity of the Project and
shall become effective on the first day of the first calendar month following
the delivery of written notice by Landlord to Tenant of the change. Tenant's
obligation to pay the parking charge is considered an obligation to pay rent and
is secured in a like manner to Tenant's obligation to pay rent and the failure
to pay the parking charge shall be deemed a failure to pay rent under the Lease.

        Landlord shall not be liable for any damage to Tenant's vehicles, or
those of any employees, agents, contractors or invitees of Tenant who use the
parking spaces and Tenant hereby waives on behalf of itself and its employees,
agents, contractors and invitees all claims against Landlord, whether based on
negligence or otherwise, and arising out of any loss or damage to vehicles or
other property while located in the parking spaces, or arising out of personal
injury sustained in connection with the use of such parking spaces. Tenant
hereby agrees to advise each of its employees, agents, contractors and invitees
of such waiver of claims.

        The failure to timely pay the parking charge or to comply with any of
the rules and regulations governing the parking shall entitle Landlord, in
addition to any other remedies provided under the Lease, to terminate Tenant's
right to use the parking spaces and tow any vehicles which are in violation of
the rules and regulations at the sole cost and expense of Tenant and without
liability for damages resulting therefrom.

                                               /s/ Signature Illegible
                                        ------------------------------------
                                                  Landlord's initials

                                               /s/ Signature Illegible
                                        ------------------------------------
                                                   Tenant's initials



Stanford Microdevices, Inc.
Office - Exhibit H
Version 97.1 (TX)

<PAGE>   47

                                   EXHIBIT "I"

                               SIGN SPECIFICATIONS

*       21" x 42" Aluminum pan with radius corners - 1" Depth

*       Painted Sherwin Williams 2074

*       Gerber Deep Mahogany Brown Copy & Border

*       4" Copy only - 3 Line Maximum

*       1 1/2" Between Lines of Copy

*       35" Maximum Length of Copy

*       Condensed or expanded copy not accepted - See below

*       Letter style - Halvetica Compact

*       Logos subject to Landlord and Architects' approval, not to be
        unreasonably withheld.

*       Sign drawings must be submitted for Landlord and Architects' written
        approval not to be unreasonably withheld before fabrication.

Our purpose in providing the Tenants with these requirements is to create a good
business image which gives the impression of quality and professionalism.


                                 [CHART OMITTED]

                                                     ABC ABC

                                                     NOT ACCEPTED
                                                     ------------

<PAGE>   48

                                   EXHIBIT "I"

                               SIGN SPECIFICATIONS

*       21" x 42" Aluminum pan with radius corners - 1" Depth

*       Painted Sherwin Williams 2074

*       Gerber Deep Mahogany Brown Copy & Border

*       4" Copy only - 3 Line Maximum

*       1 1/2" Between Lines of Copy

*       35" Maximum Length of Copy

*       Condensed or expanded copy not accepted - See below

*       Letter style - Halvetica Compact

*       Logos subject to Landlord and Architects' approval, not to be
        unreasonably withheld.

*       Sign drawings must be submitted for Landlord and Architects' written
        approval not to be unreasonably withheld before fabrication.

Our purpose in providing the Tenants with these requirements is to create a good
business image which gives the impression of quality and professionalism.


                                 [CHART OMITTED]

                                                     ABC ABC

                                                     NOT ACCEPTED
                                                     ------------