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                                                                   Exhibit 10.18

                                                              File No.__________

                            INDUSTRIAL SPACE LEASE
                              (MULTI-TENANT NET)

THIS LEASE, dated December 14, 1997 for reference purposes only, is made by and
between PEN Associates a California partnership ("Landlord"), and Asyst
Technologies, Inc., a California corporation ("Tenant"), to be effective and
binding upon the parties as of the date the last of the designated signatories
to this Lease shall have executed this Lease (the "Effective Date of this
Lease").

                                   ARTICLE 1

                                  REFERENCES

     1.1   REFERENCES: All references in this Lease (subject to any further
clarifications contained in this Lease) to the following terms shall have the
following meaning or refer to the respective address, person, date, time period,
amount, percentage, calendar year or fiscal year as below set forth:

           A.  Tenant's Address for Notices:         48761 Kato Road
                                                     Fremont, CA 94538

           B.  Tenant's Representative:              Orval Hogsett
                      Phone Number:                  (510) 661-5042

           C.  Landlord's Address for Notices:       1285 Oakmead Parkway
                                                     Sunnyvale, California 94086

           D.  Landlord's Representative:            William N. Neidig
                      Phone Number:                  (408) 730-5500

           E.  Intended Commencement Date:           January 15, 1998

           F.  Intended Term:                        Four (4) years

           G.  Lease Expiration Date:                Four (4) Years from the
                                                     actual commencement date

           H.  Tenant's Punchlist Period:            Ten Business Days

           I.  First Month's Prepaid Rent:           $17,680.00

           J.  Last Month's Prepaid Rent:            $-0-

           K.  Tenant's Security Deposit:            $20,332.00

           L.  Late Charge Amount:                   Ten percent (10%) of the
                                                     delinquent amount

           M.  Tenant's Required Liability
               Coverage:                             $3,000,000.00

           N.  Tenant's Number of Parking Spaces:    61

           O.  Brokers:  Bill Puterbaugh, CPS Commercial Real Estate

           P.  Project or Property:  That certain real property situated in the
City of Fremont, County of Alameda, State of California, as presently improved
with two (2) buildings, which real property is shown on the Site Plan attached
hereto as Exhibit "A" and is commonly known as or otherwise described as
follows:

               48603 - 48633 Warm Springs Boulevard
               Fremont, California

                                       1.
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           Q.   Building:  That certain Building within the Project in which the
Leased Premises are located, which Building is shown outlined in red on Exhibit
"A" hereto.

           R.   Common Areas:  The "Common Areas" shall mean those areas within
the Project which are located outside the buildings and which are provided and
designated by Landlord from time to time for general use by tenants of the
Project including driveways, pedestrian walkways, parking spaces, landscaped
areas and enclosed trash disposal areas.

           S.   Leased Premises: That certain space which is a portion of the
Building, which space is shown outlined in red on the Floor Plan attached hereto
as Exhibit "B" consisting of approximately 17,680 square feet of leasable area
and, for purposes of this Lease, agreed to contain said number of square feet.
The Leased Premises are commonly known as or otherwise described as follows:

                48625 Warm Springs Boulevard
                Fremont, California

           T.   Base Monthly Rent:  The term "Base Monthly Rent" shall mean the
following:

                Seventeen Thousand six hundred eighty dollars ($17,680.00) for
                each of the first twelve months of the lease of the term,
                increasing by eight hundred eighty four dollars ($884.00) on
                each anniversary date of the lease.

                1/15/98-1/15/99      17,680                  1.00
                1/15/99-1/15/00      18,564                  1.05
                1/15/00-1/15/01      19,448                  1.10
                1/15/01-1/15/02      20,332                  1.15

           U.   Permitted Use:  The term "Permitted Use" shall mean the
following:

                Office, research and development, light manufacturing, and
                warehousing of Tenant's products

           V.   Exhibits: The Term "Exhibits" shall mean the Exhibits to this
Lease which are described as follows:

           Exhibit "A"   -  Site Plan showing the Project and delineating the
                            Building in which the Leased Premises are located.
           Exhibit "B"   -  Floor Plan outlining the Leased Premises
           Exhibit "C"   -  Tenant Improvement Agreement
           Exhibit "D"   -  Acceptance Agreement

           W.   Addenda:  The term "Addenda" shall mean the Addendum (or
Addenda) to this Lease which is (or are) described as follows:

           First Addendum to Lease

                                   ARTICLE 2

                     LEASED PREMISES, TERM AND POSSESSION

     2.1   DEMISE OF LEASED PREMISES:  Landlord hereby leases to Tenant and
Tenant hereby leases from Landlord for Tenant's own use in the conduct of
Tenant's business and not for purposes of speculating in real estate, for the
Lease Term and upon the terms and subject to the conditions of this Lease, that
certain interior space described in Article 1(s) as the Leased Premises.
Landlord further reserves the right to install, maintain, use and replace ducts,
wires, conduits and pipes leading through the Leased Premises in locations which
will not materially interfere with Tenant's use of the Leased Premises.  See
attached.  Tenant's lease of the Leased Premises, together with the appurtenant
right to use the Common Areas as described in Article 2.2 below, shall be
conditioned upon and be subject to the continuing compliance by Tenant with (i)
all the terms and conditions of the Lease, (ii) all Laws governing the use of
the Leased Premises and the Project, (iii) all Private Restrictions, easements
and other matters now

                                       2.
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of public record respecting the use of the Lease Premises and all Project, and
(iv) all reasonable, and (iv) all reasonable rules and regulations from time to
time established by Landlord.

     2.2  RIGHT TO USE COMMON AREAS:  As an appurtenant right to Tenant's right
to the use of the Leased Premises, Tenant shall have the nonexclusive right to
use the Common Areas in conjunction with other tenants of the Project and their
invitees, subject to the limitations on such use as set forth in Article 4, and
solely for the purposes for which they were designed and intended.  Tenant's
right to use the Common Areas shall terminate concurrently with any termination
of this Lease.

     2.3  LEASE COMMENCEMENT DATE AND LEASE TERM:  The term of this Lease shall
begin, and the Lease Commencement Date shall be deemed to have occurred, on the
Intended Commencement Date (as set forth in Article 1) unless either (i)
Landlord is unable to deliver possession of the Leased Premises to Tenant on the
Intended Commencement Date, in which case the Lease Commencement Date shall be
as determined pursuant to Article 2.4 below or (ii) Tenant enters into
possession of the Leased Premises prior to the Intended Commencement Date, in
which case the Lease Commencement Date shall be as determined pursuant to
Article 2.7 below (the "Lease Commencement Date".  The term of this Lease shall
end on the Lease Expiration Date (as set forth in Article 1), irrespective of
whatever date the Lease Commencement Date is determined to be pursuant to the
foregoing sentence.  See attached.  The Lease Term shall be that period of time
commencing on the Lease Commencement Date and ending on the Lease Expiration
Date (the "Lease Term").

     2.4  DELIVERY OF POSSESSION:  Landlord shall deliver to Tenant possession
of the Leased Premises on or before the Intended Commencement Date (as set forth
in Article 1) in their presently existing condition, broom clean, unless
Landlord shall have agreed, as a condition to Tenant's obligation to accept
possession of the Leased Premises, pursuant to an Exhibit or Addenda attached to
and made a part of this Lease to modify existing interior improvements or to
make, construct and/or install additional specified improvements within the
Leased Premises, in which case Landlord shall deliver to Tenant possession of
the Leased Premises on or before the Intended Commencement Date as so modified
and/or improved.  If Landlord is unable to so deliver possession of the Leased
Premises to Tenant on or before the Intended Commencement Date, for whatever
reason, Landlord shall not be in default under this Lease, nor shall this Lease
be void, voidable or cancelable by Tenant until the lapse of thirty (30) days
after the intended Commencement Date (the "delivery grace period"; however, the
Lease Commencement Date shall not be deemed to have occurred until such date as
Landlord notifies Tenant that the leased Premises are Ready for Occupancy.
Additionally, the delivery grace period above set forth shall be extended for
such number of days as Landlord may be delayed in delivering possession of the
Leased Premises to Tenant by reason for Force Majeure or the actions of Tenant.
If Landlord is unable to deliver possession of the Leased Premises to Tenant
within the described delivery grace period (including any extensions thereof by
reason of Force Majeure or the actions of Tenant), then Tenant's sole remedy
shall be to cancel and terminate this Lease, and in no event shall Landlord be
liable to Tenant for such delay.  Tenant may not cancel this Lease at any time
after the date Landlord notifies Tenant the Leased Premises are Ready for
Occupancy.  See attached.

     2.5  ACCEPTANCE OF POSSESSION: Tenant acknowledges that it has inspected
the Leased Premises and is willing to accept them in their existing condition,
broom clean, unless Landlord shall have agreed, as a condition to Tenant's
obligation to accept possession of the Leased Premises.  Pursuant to an Exhibit
or Addenda attached to and made a part of this Lease to modify existing interior
improvements or to make, construct and/or install additional specified
improvements within the Leased Premises, in which case Tenant agrees to accept
possession of the Leased Premises when Landlord has substantially completed such
modifications or improvements and the Leased Premises are Ready for Occupancy.
See attached.  If Landlord shall have so modified existing improvements or
constructed additional improvements within the Leased Premises for Tenant,
Tenant shall, within Tenant's Punchlist Period (as set forth in Article 1) which
shall commence on the date that Landlord notifies Tenant that the Leased
Premises are Ready for Occupancy, submit to Landlord a signed copy of the
Acceptance Agreement attached hereto as Exhibit "D" together with a punchlist of
all incomplete and/or improper work performed by Landlord.  Upon the expiration
of Tenant's Punchlist Period.  Tenant shall be conclusively deemed to have
accepted the Leased Premises in their then existing condition as so delivered by
Landlord to Tenant.  Except as to those items reasonably set forth in the
punchlist submitted to Landlord prior to the expiration of said period.
Landlord agrees to

                                       3.
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correct all items reasonably set forth in Tenant's punchlist, provided that such
punchlist was submitted to Landlord within Tenant's Punchlist Period.
Additionally, Landlord agrees to place in good working order all existing
plumbing, lighting, heating, ventilating and air conditioning systems within the
Leased Premises and all man doors and roll-up truck doors serving the Leased
Premises to the extent that such systems and/or items are not in good operating
condition as of the date Tenant accepts possession of the Leased Premises;
provided that, and only if, Tenant notifies Landlord in writing of such failures
or deficiencies within thirty business days from the date Tenant so accepts
possession of the Leased Premises.

     2.6  SURRENDER OF POSSESSION:  Immediately prior to the expiration or upon
the sooner termination of this lease, Tenant shall remove all of Tenant's signs
from the exterior of the Building and shall remove all of Tenant's equipment,
trade fixtures, furniture, supplies, wall decorations and other personal
property from the Leased Premises, and shall vacate and surrender the Leased
Premises to Landlord in the same condition, broom clean, as existed at the Lease
Commencement Date.  See attached.  Landlord, at Tenant's expense, shall retain a
mechanical contractor to service all heating, ventilation and air conditioning
equipment, and Tenant shall pay as a project maintenance cost the cost to
restore (or replace as required, said equipment to good working order.  Tenant
shall pay the cost of restoring or replacing all trees, shrubs, plants, lawn and
ground cover, and repair (or replace as required) all paved surfaces of the
Property, and otherwise satisfy all requirements to repair any damage or wear to
the Leased Premises, Building, Common Areas, Outside Areas, and/or Property.
Tenant shall repair all damage to the Leased Premises caused by Tenant's removal
of Tenant's signs.  Tenant shall patch and refinish, to Landlord's reasonable
satisfaction, all penetrations made by Tenant or its employees to the floor,
walls or ceiling of the Leased Premises, whether such penetrations were made
with Landlord's approval or not.  Tenant shall clean, repair or replace all
stained or damaged ceiling tiles, wall coverings and clean or replace as may be
required floor coverings to the reasonable satisfaction of Landlord.  Tenant
shall replace all burned out light bulbs and damaged light lenses, and clean and
repaint as reasonably necessary all painted walls.  Tenant shall repair all
damage caused by Tenant to the exterior surface of the Building and the paved
surfaces of the outside areas adjoining the Leased Premises and, where
necessary, replace or resurface same.  Additionally, Tenant shall, prior to the
expiration or sooner termination of this Lease, remove any improvements
constructed or installed by Tenant which Landlord requests be so removed by
Tenant and repair all damage caused by such removal.  See attached.  If the
Leased Premises are not surrendered to Landlord in the condition required by
this Article at the expiration or sooner termination of this Lease, Landlord
may, at Tenant's expense, so remove Tenant's signs, property and/or improvements
not so removed and make such repairs and replacements not so made or hire, at
Tenant's expense, independent contractors to perform such work.  Tenant shall be
liable to Landlord for all costs incurred by Landlord in returning the Leased
Premises to the required condition, plus interest on all costs incurred from the
date paid by Landlord at the then maximum rate of interest not prohibited by Law
until paid, payable by Tenant to Landlord within ten days after receipt of a
statement therefore from Landlord, and Tenant shall be deemed to have
impermissibly held over until such time as such required work is completed, and
Tenant shall pay Base Monthly Rent and Additional Rent in accordance with the
terms of Section 13.2 (Holding Over) until such work is completed.  Tenant shall
indemnify Landlord against loss or liability resulting from delay by Tenant in
so surrendering the Leased Premises, including, without limitation, any claims
made by any succeeding tenant or any losses to Landlord due to lost
opportunities to lease to succeeding tenants.

     2.7  EARLY OCCUPANCY:  If Tenant enters into possession of the Leased
Premises prior to the Intended Commencement Date (or permits its contractors to
enter the Leased Premises prior to the Intended Commencement Date), unless
otherwise agreed in writing by Landlord, the Lease Commencement Date shall be
deemed to have occurred on such sooner date, and Tenant shall be obligated to
perform all its obligations under this Lease, including the obligation to pay
rent, from that sooner date.

                                   ARTICLE 3

                   RENT, LATE CHARGES AND SECURITY DEPOSITS

     3.1  BASE MONTHLY RENT:  Commencing on the Lease Commencement Dated (as
determined pursuant Article 2.3 above) and continuing throughout the Lease Term,
Tenant shall pay to Landlord, without prior demand therefore, in advance on the
first day of each

                                       4.
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calendar month, as base monthly rent, the amount set forth as "Base Monthly
Rent" in Article 1 (the "Base Monthly Rent").

     3.2  ADDITIONAL RENT: Commencing on the Lease Commencement Date (as
determined pursuant to Article 2.3 above) and continuing throughout the Lease
Term, in addition to the Base Monthly Rent, Tenant shall pay to Landlord as
additional rent (the "Additional Rent") the following amounts:

          A.   Tenant's Proportionate Share of all Building Operating Expenses
(as defined in Article 13).  Payment shall be made by whichever of the following
methods (or combination of methods) is (are) from time to time designated by
Landlord:

               (1)  Landlord may bill to Tenant, on a periodic basis not more
frequently than monthly, Tenant's Proportionate Share of such expenses (or group
of expenses) as paid or incurred by Landlord, and Tenant shall pay such share of
such expenses within ten days after receipt of a written bill therefore from
Landlord; and/or

               (2)  Landlord may deliver to Tenant Landlord's reasonable
estimate of any given expense (or group of expenses, such as Landlord's
Insurance Costs or Real Property Taxes) which it anticipates will be paid or
incurred for the ensuing calendar or fiscal year, as Landlord may determine, and
Tenant shall pay its Proportionate Share of such expenses for such year in equal
monthly installments during such year with the installments of Base Monthly
Rent. Landlord reserves the right to change from time to time the method of
billing Tenant its Proportionate Share of such expenses or the periodic basis on
which such expenses are billed.

          B.   Landlord's share of the consideration received by Tenant upon
certain assignments and sublettings, as required by Article 7;

          C.   Any legal fees and costs that Tenant is obligated to pay or
reimburse to Landlord pursuant to Article 13; and

          D.   Any other charges or reimbursements due Landlord from Tenant
pursuant to the terms of this Lease.

     3.3  YEAR-END ADJUSTMENTS:  If Landlord shall have elected to charge Tenant
its Proportionate Share of the Building Operating Expenses (or any group of such
expenses) on an estimated basis in accordance with the provisions of Article
3.2A(2) above, Landlord shall furnish to Tenant within three months following
the end of the applicable calendar or fiscal year.  As the case may be, a
statement setting forth (i) the amount of such expenses paid or incurred during
the just ended calendar or fiscal year, as appropriate, and (ii) Tenant's
Proportionate Share of such expenses for such period.  If Tenant shall have paid
more than its Proportionate Share of such expenses for the stated period,
Landlord shall, at its election, either (i) credit the amount of such
overpayment toward the next ensuing payment or payments of Additional Rent that
would otherwise be due or (ii) within fifteen days refund in cash to Tenant the
amount of such overpayment.  If such year-end statement shall show that Tenant
did not pay its Proportionate Share of any such expenses in full, then Tenant
shall pay to Landlord the amount of such underpayment within ten days from
Landlord's billing of same to Tenant.  The provisions of this Article shall
survive the expiration or sooner termination of this Lease.

     3.4  LATE CHARGE AND INTEREST ON RENT IN DEFAULT: Tenant acknowledges that
the late payment by Tenant of any monthly installment of Base Monthly Rent or
any Additional Rent will cause Landlord to incur certain costs and expenses not
contemplated under this Lease, the exact amounts of which are extremely
difficult or impractical to fix.  Such costs and expenses will include, without
limitation, administration and collection costs and processing and accounting
expenses.  Therefore, if any installment of Base Monthly Rent is not received by
Landlord from Tenant within six business days after the same becomes due, Tenant
shall immediately pay to Landlord a late charge in an amount equal to ten
percent of the Additional Rent not so paid.  Landlord and Tenant agree that this
late charge represents a reasonable estimate of such costs and expenses and is
fair compensation to Landlord for its loss suffered by reason of Tenant's
failure to make timely payment.  In no event shall this provision for a late
charge be deemed to grant to Tenant a grace period or extension of time within
pay any rental installment or prevent Landlord from exercising any right or
remedy available to Landlord upon Tenant's failure to pay each rental
installment due under this Lease when due, including the

                                       5.
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right to terminate this Lease. If any rent remains delinquent for a period in
excess of six business days, then, in addition to such late charge, Tenant shall
pay to Landlord interest on any rent that is not so paid from said sixth day
until paid. See attached

     3.5  PAYMENT OF RENT:  All rent shall be paid in lawful money of the United
State without any abatement, deduction or offset for any reason whatsoever to
Landlord at such address as Landlord may designate from time to time.  Tenant's
obligation to pay Base Monthly Rent and all Additional Rent shall be prorated at
the commencement and expiration of the Lease Term.  The failure by Tenant to pay
any Additional Rent as required pursuant to this Lease when due shall be treated
the same as a failure by Tenant to pay Base Monthly Rent when due, and Landlord
shall have the same rights and remedies against Tenant as Landlord would have if
Tenant failed to pay the Base Monthly Rent when due.

     3.6  PREPAID RENT:  Upon signing this Lease, Tenant shall immediately pay
to Landlord the amount set forth in Article 1 as "First Month's Prepaid Rent" as
prepayment of rent for credit against the first installment(s) of Base Monthly
Rent due hereunder.

     3.7  SECURITY DEPOSIT:  Upon signing this Lease, Tenant shall immediately
deposit with Landlord the amount set forth in Article 1 as the "Security
Deposit" as security for the performance by Tenant of the terms of this Lease to
be performed by Tenant, and not as prepayment of rent.  Landlord may apply such
portion or portions of the Security Deposit as are reasonably necessary for the
following purposes:  (i) to remedy any default by Tenant in the payment of Base
Monthly Rent or Additional Rent or a late charge or interest on defaulted rent;
(ii) to repair damage to the Leased Premises caused by Tenant; (iii) to clean
and repair the Leased Premises following their surrender to Landlord if not
surrendered in the condition required pursuant to the provisions of Article 2;
and (iv) to remedy any other default of Tenant to the extent permitted by Law
including, without limitation, paying in full on Tenant's behalf any sums
claimed by materialmen or contractors of Tenant to be owing to them by Tenant
for work done or improvements made at Tenant's request to the Leased Premises.
In this regard, Tenant hereby waives any restriction on the uses to which the
Security Deposit may be applied as contained in Section 1950.7(e) of the
California Civil Code and/or any successor statute.  In the event the Security
Deposit or any portion thereof is so used, Tenant shall pay to Landlord,
promptly upon demand, an amount in cash sufficient to restore the Security
Deposit to the full original sum.  If Tenant fails to promptly restore the
Security Deposit and if Tenant shall have paid to Landlord any sums as "Last
Month's Prepaid Rent".  Landlord may, in addition to any other remedy Landlord
may have under this Lease, reduce the amount of Tenant's Last Month's Prepaid
Rent by transferring all or portions of such Last Month's Prepaid Rent to
Tenant's Security Deposit until such Security Deposit is restored to the amount
set forth in Article 1.  Landlord shall not be deemed a trustee of the Security
Deposit.  Landlord may use the Security Deposit in Landlord's ordinary business
and shall not be required to segregate it from its general accounts.  Tenant
shall not be entitled to any interest on the Security Deposit.  See attached.
If Landlord transfers the Building during the Lease Term, Landlord shall pay the
Security Deposit to any subsequent owner in conformity with the provisions of
Section 1950.7 of the California Civil Code and/or any successor statute, in
which event the transferring landlord shall be released from all liability for
the return of the Security Deposit.  See attached.  Tenant specifically grants
to Landlord (and hereby waives the provisions of California Civil Code Section
1950.7 to the contrary) a period of thirty days following a surrender of the
Leased Premises by Tenant to Landlord within which to return the Security
Deposit (less permitted deductions) to Tenant, it being agreed between Landlord
and Tenant that sixty days is a reasonable period of time within which to
inspect the Leased Premises, make required repairs, receive and verify workmen's
billings therefore, and prepare a final accounting with respect to such deposit.
In no event shall the Security Deposit, or any portion thereof, be considered
prepaid rent.

                                   ARTICLE 4

                    USE OF LEASED PREMISES AND COMMON AREAS

     4.1  PERMITTED USE:  Tenant shall be entitled to use the Leased Premises
solely for the "Permitted Use" as set forth in Article 1 and for no other
purpose whatsoever.  Tenant shall continuously and without interruption use the
Leased Premises for such purpose for the entire Lease Term.  Any discontinuance
of such use for a period of thirty consecutive calendar days without Landlord's
knowledge shall be, at Landlord's election, a default by Tenant under

                                       6.
<PAGE>

the terms of this Lease. Subject to the limitations contained in this Article 4,
Tenant shall have the right to use the Common Areas, in conjunction with other
tenants and during normal business hours, solely for the purposes for which they
were intended and for no other purposes whatsoever. Tenant shall not have the
right to use the exterior surfaces of exterior walls, the area beneath the floor
or the area above the ceiling of the Leased Premises.

     4.2  GENERAL LIMITATIONS ON USE:  Tenant shall not do or permit anything to
be done in or about the Leased Premises, the Building, the Common Areas or the
Project which does or could (i) interfere with the rights of other tenants or
occupants of the Building or the Project, (ii) jeopardize the structural
integrity of the Building or (iii) cause damage to any part of the building or
the Project.  Tenant shall not operate any equipment within the Leased Premises
which does or could (i) injure, vibrate or shake the Leased Premises or the
Building, (ii) damage, overload, corrode, or impaired the efficient operation of
any electrical, plumbing, sewer, heating, ventilating or air conditioning
systems within or servicing the Leased Premises or the Building or (iii) damage
or impaired the efficient operation of the sprinkler system (if any) within or
servicing the Leased Premises or the Building.  Tenant shall not install any
equipment or antennas on or make any penetrations of the exterior walls or roof
of the Building.  Tenant shall not affix see attached any equipment or to make
any penetrations or cuts in the floor, ceiling or walls of the Leased Premises.
Tenant shall not place any loads upon the floors, walls, ceiling or roof system
which could endanger the structural integrity of the Building or damage its
floors, foundations or supporting structural components.  Tenant shall not place
any explosive, flammable or harmful fluids, including Hazardous Materials, or
other waste materials in the drainage systems of the Building or the Project.
Tenant shall not drain or discharge any fluids in the landscaped areas or across
the paved areas of the Project.  Tenant shall not use any area located outside
the Leased Premises for the storage of its materials, supplies, inventory or
equipment, and all such materials, supplies, inventory and equipment shall at
all times be stored within the Leased Premises.  Tenant shall not commit nor
permit to be committed any waste in or about the Leased Premises, the Common
Areas or the Project.

     4.3  NOISE AND EMISSIONS:  All noise generated by Tenant in its use of the
Leased Premises shall be confined or muffled so that it does not interfere with
the businesses of or unreasonably annoy other tenants of the Building or the
Project.  All dust, fumes, odors and other emissions generated by Tenant's use
of the Leased Premises shall be sufficiently dissipated in accordance with sound
environmental practices and exhausted from the Leased Premises in such a manner
so as not to interfere with the businesses of or unreasonably annoy other
tenants of the Building or the Project, or cause any damage to the Leased
Premises or the Building or any component part thereof or the property of other
tenants of the Building or the Project.

     4.4  TRASH DISPOSAL:  Tenant shall provide trash and garbage disposal
facilities inside the Leased Premises for all of its trash, garbage and waste
requirements and shall cause such trash, garbage and waste to be regularly
removed from the Leased Premises at Tenant's sole cost.  Tenant shall keep all
areas outside the Leased Premises and all fire corridors and mechanical
equipment rooms in or about the Leased Premises free and clear of all trash,
garbage, waste and boxes containing same at all times.

     4.5  PARKING:  Tenant is allocated, and Tenant and its employees and
invitees shall have the nonexclusive right to use, not more than the number of
parking spaces set forth in Article 1 as "Tenant's Number of Parking Spaces".
Tenant shall not, at any time, use or permit its employees or invitees to use
more parking spaces than the number so allocated to Tenant.  Tenant shall not
have the exclusive right to use any specific parking space, and Landlord
reserves the right to designate from time to time the location of the parking
spaces allocated for Tenant's use.  In the event Landlord elects or is required
by any Law to limit or control parking within the Project, whether by validation
of parking tickets or any other method, Tenant agrees to participate in such
validation or other program as reasonably established by Landlord.  Tenant shall
not, at any time, park or permit to be parked any trucks or vehicles adjacent to
entryways or loading areas within the Project so as to interfere in any way with
the use of such areas, nor shall Tenant, at any time, park or permit the parking
of Tenant's trucks or other vehicles, or the trucks and vehicles of Tenant's
suppliers or others, in any portion of the Common Areas not designated by
Landlord for such use by Tenant.  Tenant shall not, at any time, park or permit
to be parked any recreational vehicles, inoperative vehicles or equipment on any
portion of the common parking area or other Common Areas of the Project.  Tenant
agrees to assume responsibility for compliance by its employees and invitees
with the parking provisions contained herein.  If Tenant or its employees park
any vehicle within the Project in violation of these provisions, then

                                       7.
<PAGE>

Landlord may charge Tenant, as Additional Rent, and Tenant agrees to pay, as
Additional Rent, Fifty Dollars per day for each day or partial day that each
such vehicle is illegally parked, or parked in any area other than that
designated. Tenant hereby authorizes Landlord, at Tenant's sole expense, to tow
away from the Project and store until redeemed by its owner any vehicle
belonging to Tenant or Tenant's employees parked in violation of these
provisions.

     4.6  SIGNS:  Tenant shall not place or install on or within any portion of
the Leased Premises, the Building, the Common Areas or the Project any sign
(other than a business identification sign first approved by Landlord in
accordance with this Article), advertisements, banners, placards or pictures
which ate visible from the exterior of the Leased Premises. Tenant shall not
place or install on or within any portion of the Leased Premises, the Building,
the Common Areas or the Project any business identification sign which is
visible from the exterior of the Leased Premises until Landlord shall have first
approved in writing the location, size, content, design, method of attachment
and material to be used in the making of such sign. Any signs, once approved by
Landlord, shall be installed only in strict compliance with Landlord's approval,
at Tenant's expense, using a person first approved by Landlord to install same.
Landlord may remove any signs (not first approved in writing by Landlord),
advertisements, banners, placards or pictures so placed by Tenant on or within
the Leased Premises, the Building, the Common Areas or the Project and charge to
Tenant the cost of such removal, together with any costs incurred by Landlord to
repair any damage caused thereby, including any cost incurred to restore the
surface upon which such sign was so affixed to its original condition. Tenant
shall remove any such signs, repair any damage caused thereby, and restore the
surface upon which the sign was affixed to its original condition, all to
Landlord's reasonable satisfaction, upon the termination of this Lease.

     4.7  COMPLIANCE WITH LAWS AND PRIVATE RESTRICTIONS: Tenant shall not use or
permit any person to use the Leased Premises in any manner which violates any
Laws or Private Restrictions.  Tenant shall abide by and shall promptly observe
and comply with, at its sole cost and expense, all Laws and Private Restrictions
respecting the use and occupancy of the Leased Premises, the Building, the
Common Areas or the Project and shall defend with competent counsel, indemnify
and hold Landlord harmless from any claims, damages or liability resulting from
Tenant's failure to do so.

     4.8  COMPLIANCE WITH INSURANCE REQUIREMENTS:  With respect to any insurance
policies carried by Landlord in accordance with the provisions of this Lease,
Tenant shall not conduct (nor permit any other person to conduct) any activities
within the Leased Premises, or store, keep or use anything within the Leased
Premises which (i) is prohibited under the terms of any of such policies, (ii)
could result in the termination of the coverages afforded under any of such
policies, (iii) could give to the insurance carrier the right to cancel any of
such policies, or (iv) could cause an increase in the rates (over standard
rates) charged for the coverage afforded under any of such policies.  Tenants
shall comply with all requirements of any insurance company, insurance
underwriter, or Board of Fire Underwriters which are necessary to maintain, at
standard rates, the insurance coverages carried by either Landlord or Tenant
pursuant to this Lease.

     4.9  LANDLORD'S RIGHT TO ENTER:  Upon 48 hours' notice Landlord and its
agents shall have the right to enter the Leased Premises during normal business
hours and subject to Tenant's reasonably security measures for the purpose of
(i) inspecting the same; (ii) supplying any services to be provided by Landlord
to Tenant; (iii) showing the Leased Premises to prospective purchasers,
mortgagees or tenants: (iv) making necessary alterations, additions or
repairs;(v) performing any of Tenant's obligations when Tenant has failed to do
so after giving Tenant reasonable written notice of its intent to do so; and
(vi) posting notices of non-responsibility or "For Lease" or "For Sale" signs.
Additionally, Landlord shall have the right to enter the Leased Premises at
times of emergency.  See attached.  Any entry into the Leased Premises or
portions thereof obtained by Landlord in accordance with this Article shall not
under any circumstances be construed or deemed to be a forcible or unlawful
entry into, or a detainer of, the Leased Premises, or an eviction, actual or
constructive, of Tenant from die Leased Premises or any portion thereof.

     4.10  CONTROL OF COMMON AREAS:  Landlord shall at all times have exclusive
control of the Common Areas.  Landlord shall have the right, without the same
constituting an actual or constructive eviction and without entitling Tenant to
any reduction in or abatement of rent.  to: (i) See attached temporarily close
any part of the Common Areas to whatever extent

                                      8.
<PAGE>

required in the opinion of Landlord's counsel to prevent a dedication thereof or
the accrual of any prescriptive rights therein; (ii) See attached temporarily
close all or any part of the Common Areas to perform maintenance or for any
other reason deemed sufficient by Landlord; (iii) See attached change the shape,
size, location, number and extent of improvements within the Common Areas
including, without limitation, changing the location of driveways, entrances,
exits, parking spaces, parking areas, sidewalks, directional or locator signs,
or the direction of the flow of traffic; and (iv) to make additions to the
Common Areas including, without limitation, the construction of parking
structures. See attached. Landlord shall have the right to change the name or
address of the Building. Tenant, in its use of the Common Areas, shall keep the
Common Areas free and clear of all obstructions created or permitted by Tenant.
If, in the opinion of Landlord, unauthorized persons are using any of the Common
Areas by reason of, or under claim of, the express or implied authority or
consent of Tenant, then Tenant, upon demand of Landlord, shall restrain, to the
fullest extent then allowed by Law, such unauthorized use, and shall initiate
such appropriate proceedings as may be required to so restrain such use. Nothing
contained herein shall affect the right of Landlord at any time to remove any
unauthorized person from the Common Areas or to prohibit the use of the Common
Areas by unauthorized persons, including, without limitation, the right to
prohibit mobile food and beverage vendors. In exercising any such right
regarding the Common Areas, Landlord shall make a reasonable effort to minimize
any disruption to Tenant's business.

     4.11  RULES AND REGULATIONS:  Landlord shall have the right from time to
time to establish reasonable rules and regulations and/or amendments or
additions thereto respecting the use of space within the Project and the use of
the Common Areas for the care and orderly management of the Project and the
safety of its tenants, occupants and invitees.  Upon delivery to Tenant of a
copy of such rules and regulations or, any amendments or additions thereto,
Tenant shall comply with such rules and regulations.  A violation by Tenant of
any of such rules and regulations shall constitute a default by Tenant under
this Lease.  If there is a conflict between the rules and regulations and any of
the provisions of this Lease, the provisions of this Lease shall prevail.
Landlord shall not be responsible or liable to Tenant for the violation of such
rules and regulations by any other tenant of the Project.

     4.12  ENVIRONMENTAL PROTECTION:  Landlord may voluntarily cooperate in a
reasonable manner with the efforts of all governmental agencies in reducing
actual or potential environmental damage.  See attached.  Tenant shall not be
entitled to terminate this Lease or to any reduction in or abatement of rent by
reason of such compliance or cooperation.  Tenant agrees at all times to
cooperate fully with Landlord and to abide by all rules and regulations and
requirements which Landlord may reasonably prescribe in order to comply with the
requirements and recommendations of governmental agencies regulating, or
otherwise involved in, the protection of the environment.

     4.13  OUTSIDE AREAS:  No materials, pallets, supplies, tanks or containers
whether above or below ground level, equipment, finished products or semi-
finished products, raw materials, inoperable vehicles or articles of any nature
shall be stored upon or permitted to remain outside of the Leased Premises
except in fully fenced and screened areas outside the Building which have been
designed for such purpose and have been approved in writing by Landlord for such
use by Tenant.

     4.14  HAZARDOUS MATERIALS:  Landlord and Tenant agree as follows with
respect to the existence or use of Hazardous Materials on the Property:

          A.   Any handling, transportation, storage, treatment, disposal or use
of Hazardous Materials by Tenant, Tenant's Agents, or any other party after the
Effective Date of this Lease in or about the Property shall strictly comply with
all applicable Hazardous Materials Laws. Tenant shall indemnify, defend upon
demand with counsel reasonably acceptable to Landlord, and hold harmless
Landlord from and against any and all liabilities, losses, claims, damages, lost
profits, consequential damages, interest, penalties, fines, court costs,
remediation costs, investigation costs, and other expenses which result from or
arise in any manner whatsoever out of the use, storage, treatment,
transportation, release, or disposal of Hazardous Materials on or about the
Property by Tenant, Tenant's Agents, Permitees, or Invitees after the Effective
Date.

          B.   If the presence of Hazardous Materials on the Property caused or
permitted by Tenant, Tenant's Agents, Permittees, or Invitees after the
Effective Date of this

                                      9.
<PAGE>

Lease results in contamination or deterioration of water or soil or any other
part of the Property, then Tenant shall promptly take any and all action
necessary to investigate and remediate such contamination. Tenant shall further
be solely responsible for, and shall defend, indemnify and hold Landlord and its
agents harmless from and against all claims, costs and liabilities, including
attorney's fees and costs, arising out of or in connection with any
investigation and remediation (including investigative analysis, removal,
cleanup, and/or restoration work) required hereunder see attached to return the
Leased Premises, Building, Common Areas, Outside Areas, and/or Property and any
other property of whatever nature to their condition existing prior to the
appearance of such Hazardous Materials.

          C.   Landlord and Tenant shall each give written notice to the other
as soon as reasonably practicable of (i) any communication received from any
governmental authority concerning Hazardous Materials which relates to the
Property, and (ii) any contamination of the Property by Hazardous Materials
which constitutes a violation of any Hazardous Materials Law. Tenant may use
small quantities of household chemicals such as adhesive, lubricants, and
cleaning fluids in order to conduct its business at the Premises and such other
Hazardous Materials as are necessary to the operation of Tenant's business of
which Landlord receives notice prior to such Hazardous Materials being brought
onto the Property (or any portion thereof and which Landlord consents in writing
may be brought onto the Property. In granting Landlord's consent, Landlord may
specify the location and manner or use, storage, or handling of any Hazardous
Material. Landlord's consent shall in no way relieve Tenant from any of its
obligations as contained herein. Tenant shall notify Landlord in writing at
least ten (10) days prior to the first appearance of any Hazardous Material on
the Leased Premises, Building, Common Areas, Outside Areas, and/or Property.
Tenant shall provide Landlord with a list of all Hazardous Materials and the
quantities of each Hazardous Material to be stored, or used, on any portion of
the Property, and upon Landlord's request Tenant shall provide Landlord with
copies of any and all Hazardous Materials Management Plans, Material, Safety
Data Sheets, Hazardous Waste Manifests, and other documentation maintained or
received by Tenant pertaining to the Hazardous Materials used, stored, or
transported or to be used, stored, or transported on any portion of the
Property. At any time during the Lease Term, Tenant shall, within five days
after written request therefor received from Landlord, disclose in writing all
Hazardous Materials that are being used by Tenant on the Property (or have been
used on the Property), the nature of such use, and the manner of storage and
disposal.

          D.   Landlord may cause testing wells to be installed on the Property
and may cause the ground water to be tested to detect the presence of Hazardous
Material by the use of such tests as are then customarily used for such
purposes.  If Tenant so requests, Landlord shall supply Tenant with copies of
such test results.  The cost of such tests and of the instillation, maintenance,
repair and replacement of such wells shall be paid by Tenant if such tests
disclose the existence of facts which give rise to liability of Tenant pursuant
to its indemnity given in A and/or B above.  Landlord may retain consultants to
inspect the Property, conduct reasonable periodic environmental audits, and
review any information provided by Tenant.  Tenant shall pay the reasonable
costs of fees charged by Landlord and/or Landlord's consultants as a Project
Maintenance Cost.

          E.   Upon the expiration or earlier termination of the Lease.  Tenant
at its sole cost shall remove all Hazardous Materials from the Property.  If
Tenant fails to so surrender the Property, Tenant shall indemnify and hold
Landlord harmless from all damages resulting from Tenant's failure to surrender
the Property as required by this Subsection, including, without limitation, any
claims or damages in connection with the condition of the Property including,
without limitation, damages occasioned by the inability to Lease the Property
(or any portion thereof) or a reduction in the fair market and/or rental value
of the Property, Building, Common Areas, Outside Areas, and/or Property by
reason of the existence of any Hazardous Materials in or around the Leased
Premises, Building, Common Areas, Outside Areas, and/or Property.  If any action
is required to be taken by a governmental authority to test, monitor, and/or
clean up Hazardous Materials from the Leased Premises, Building, Common Areas,
Outside Areas, and/or Property and such action is not completed prior to the
expiration or earlier termination of the Lease, Tenant shall be deemed to have
impermissibly held over until such time as such required action is completed,
and Tenant shall pay Base Monthly Rent and Additional Rent in accordance with
the terms of Section 13.2 (Holding Over).  In addition, Landlord shall be
entitled to all damages directly or indirectly incurred in connection with such
holding over, including without limitation, damages occasioned by rite inability
to Lease the Property or a reduction of the fair

                                      10.
<PAGE>

market and/or rental value of the Leased Premises, Building, Common Area,
Outside Areas, and/or Property.

          F.   As used herein, the term "Hazardous Materials(s)" means any
hazardous or toxic substance, material or waste, which is or becomes regulated
by any federal, state, regional or local governmental authority because it is in
any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects
any part of the environment or creates risks of any such hazards or effects,
including, but not limited to, petroleum; asbestos, and polychlorinated
bipheyls, and any material, substance, or waste (a) defined as a "hazardous
waste," "extremely hazardous waste" or "restricted hazardous waste" under
Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the
California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste
Control Law); (b) defined as a "hazardous substance" under Section 5316 of the
California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley
Tanner Hazardous Substance Account Act); (cc) defined as a "hazardous material,"
"hazardous substance" or "hazardous waste" under Section 25501 of the California
Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release
Response Plans and Inventory); (d) defined as a "hazardous substance" under
Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7
(Underground Storage of Hazardous Substances); (e) defined as a "hazardous
substance" pursuant to Section 311 of the Clean Water Act  33 United States
Code Sections 1251 et seq.  (33 U.S.C. 1321) or listed pursuant to Section 307
of the Clean Water Act (33 U.S.C. 1317); (0 defined as a "hazardous waste"
pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42
United States Code Sections 6901 Ct see (42 U.S.C. 6903); or (g) defined as a
"hazardous substance" pursuant to Section 101 of the Comprehensive Environmental
Response, Compensation, and Liability Act, 42 United States Code Section 9601
et. seq (42 U.S.C. 9601) or (h) defined as a "hazardous substance" pursuant to
-------
Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. 1251 et seq or
                                                                       ------
(i) listed pursuant to Section 307 of the Federal Water Pollution Control Act
(33 U.S.C. 1317 ) or (j) regulated under the Toxic Substances Control Act (15
U.S.C. 2601 et seq.) or (k) defined as a "hazardous material "under Section
            ------
66680 or 66084 of Title 22 of the California Code of Regulations (Administrative
Code) (l) listed in the United States Department of Transportation Hazardous
Materials Table (49 C. F.R. 172.101) or (m) listed by the Environmental
Protection Agency as "hazardous substances" (4 0 C.F.R. Part 302 ) and
amendments thereto.  The term "Hazardous Material Laws" shall mean (i) all of
the foregoing laws as amended from time to time and (ii)any other federal,
state, or local law, ordinance, regulation, or order regulating Hazardous
Materials.

          G.   Tenant's failure to comply with any of the requirements of this
Section regarding the storage, use, disposal, or transportation of Hazardous
Materials, or the appearance of any Hazardous Materials on the Leased Premises,
Building, Common Area, Outside Area, and/or the Property without Landlord's
consent shall be an Event of Default as defined in this Lease. The obligations
of Landlord and Tenant under this Section shall survive the expiration or
earlier termination of the Lease Term. The rights and obligations of Landlord
and Tenant within respect to issues relating to Hazardous Materials are
exclusively established by this section. In the event of any inconsistency
between any other part of this Lease and this Section, the terms of this Section
shall control.

                                   ARTICLE 5

                 REPAIRS, MAINTENANCE, SERVICES AND UTILITIES

     5.1  REPAIR AND MAINTENANCE:   Except in the case of damage to or
destruction of the Leased Premises, the Building or the Project caused by an Act
of God or other peril, in which case the provisions of Article 10 shall control,
the parties shall have the following obligations and responsibilities with
respect to the repair and maintenance of the Leased Premises, the Building and
the Common Areas.

          A.   Tenants Obligation:  Tenant shall, at all times during the Lease
Term and at its sole cost and expense, regularly clean, and continuously keep
and maintain in good order, condition and repair the Leased Premises and every
part thereof find all appurtenances thereto, including, without limiting the
generality or the foregoing, (i) all interior walls, floors and ceilings, (ii)
all windows, doors and skylights, (iii) all electrical wiring, conduits,
connectors and fixtures, (iv) all plumbing, pipes, sinks, toilets, faucets and
drains, (v) all lighting fixtures, bulbs and lamps, (vi) all heating,
ventilating and air conditioning equipment located within the Leased Premises or
located outside the Leased Premises (e.g. rooftop compressors) and serving the

                                       11
<PAGE>

Leased Premises (other than Common HVAC as defined in Subarticle B below), and
(vii) all entranceways to the Leased Premises.  Tenant, if requested to do so by
Landlord, shall hire, at Tenant's sole cost and expense, a licensed heating,
ventilating and air conditioning contractor to regularly, and periodically
inspect (not less frequently than every three months) and perform required
maintenance on the heating, ventilating and air conditioning equipment and
systems and charge to Tenant, as Additional Rent, the cost thereof.  Tenant
shall, at its sole cost and expense, repair all damage to the Building, the
Common areas or the Project caused by the activities of Tenant, its employees,
invitees or contractors promptly following written notice from Landlord to so
repair such damage.  If Tenant shall fail to perform the required maintenance or
fail to make repairs required of it pursuant to this Article within a reasonable
period of time following notice from Landlord to do so, then Landlord may, at
its election and without waiving any other remedy it may otherwise have under
this Lease or at Law ______ perform such maintenance or make such repairs and
charge to Tenant, as Additional Rent, the costs so incurred by Landlord for
same.  All glass within or a part of the Leased Premises, both interior and
exterior, is at the sole risk of Tenant and any broken glass shall promptly be
replaced by Tenant at Tenant's expense with glass of the same kind, size and
quality.

          B.   Landlord's Obligation:   Landlord shall, at all times during the
Lease Term, maintain in good condition and repair:, (i) the exterior, and
structural parts of the Building (including the foundation, subflooring, load-
bearing anti exterior walls, and roof); (ii) the Common Areas; and (iii) the
electrical and plumbing systems located outside the Leased Premises which
service the Building.  Additionally, to the extent that the Building contains
central heating, ventilating and/or air conditioning systems located outside the
Leased Premises which arc designed to service, and are then servicing, more than
a single tenant within the Building ("Common HVAC"), Landlord shall maintain in
good operating condition and repair such Common HVAC equipment and systems.  The
provisions of this Subarticle B shall in no way limit the right of Landlord to
charge to tenants of the Project, as Additional Rent pursuant to Article 3, the
costs incurred by Landlord in making such repairs and/or performing such
maintenance.

     5.2  SERVICES AND UTILITIES:   The parties shall have the following
responsibilities and obligations with respect to obtaining and paying the cost
of providing the following utilities and other services to the Leased Premises.

          A.   Gas and Electricity:   Tenant shall arrange, at its sole cost and
expense and in its own name, for the supply of gas and electricity to the Leased
Premises. In the event that such services are not separately metered, Tenant
shall, at its sole expense, cause such meters to be installed. Tenant shall be
responsible for determining if the local supplier of gas and/or electricity can
supply the needs of Tenant and whether or not the existing gas and/or electrical
distribution systems within the Building and the Leased Premises are adequate
for Tenant's needs. Tenant shall pay all charges for gas and electricity as so
supplied to the Leased Premises.

          B.   Water:  Landlord shall provide the Leased Premises with water for
lavatory and drinking purposes only. Tenant shall pay, as Additional Rent, the
cost to Landlord of providing water to the Leased Premises. In the reasonably
event Landlord reasonably believes that Tenant is using more water than what
normally would be required for lavatory and drinking purposes, Landlord at its
election may (i) periodically charge Tenant, as Additional Rent, a sum equal to
Landlord's estimate of the cost of Tenant's excess water usage or (ii) install
(or require Tenant to install at Tenant's sole cost) a separate meter for
purposes of measuring Tenant's water usage and, based upon such meter readings,
periodically charge Tenant, as Additional Rent, a sum equal to Landlord's
reasonable estimate of the cost of Tenant's excess water usage. In the event
that Landlord shall so install such a separate meter, Tenant shall pay to
Landlord, upon demand, the costs incurred by Landlord in purchasing and
installing such meter and thereafter all costs incurred by Landlord in
maintaining said meter. The cost of Tenant's water usage shall include any costs
to Landlord in keeping account of such usage and all governmental fees, public
charges or the like attributable to or based upon (such as sewer usage fees) the
use of water to the extent of such usage.

          C.   Security Service:   Tenant acknowledges that Landlord is not
responsible for the security of the Leased Premises or the protection of
Tenant's property or Tenant's employees, invitees or contractors, and that to
the extent Tenant determines that such security or protection services are
advisable or necessary, Tenant shall arrange for and pay the costs of providing
stone.

                                       12
<PAGE>

          D.   Trash Disposal:  Tenant acknowledges that Landlord is not
responsible for the disposal of Tenant's waste, garbage or trash and that Tenant
shall arrange, in its own name and at its sole cost, for the regular and
periodic removal of such waste, garbage or trash from the Leased Premises. In no
event shall Landlord be required to provide trash bins for the disposal of
Tenant's waste, garbage or trash.

     5.3  ENERGY AND RESOURCE CONSUMPTION:  Landlord may voluntarily cooperate
in a reasonable manner with the efforts of governmental agencies and/or utility
suppliers in reducing energy or other resource consumption within the Project.
Tenant shall not be entitled to terminate this Lease or to any reduction in or
abatement of rent by reason of such compliance or cooperation. Tenant agrees at
all times to cooperate fully with Landlord and to abide by all reasonable rules
established by Landlord (i) in order to maximize the efficient operation of the
electrical, heating, ventilating and air conditioning systems and all other
energy or other resource consumption systems within the Project and/or (ii) in
order to comply with the requirements and recommendations of utility suppliers
and governmental agencies regulating the consumption of energy and/or other
resources.

     5.4  LIMITATION OF LANDLORD'S LIABILITY: (See attached) Landlord shall not
be liable to Tenant for injury to Tenant, its employees, agents, invitees or
contractors, damage to Tenant's property or loss of Tenant's business or
profits, nor shall Tenant be entitled to terminate this Lease or to any
reduction in or abatement of rent by reason of (i) Landlord's failure to perform
any maintenance or repairs to the Project until Tenant shall have first notified
Landlord, in writing, of the need for such maintenance or repairs, and then only
after Landlord shall have had a reasonable period of time following its receipt
of such notice within which to perform such maintenance or repairs, or (ii) any
failure, interruption, rationing or other curtailment in the supply of water,
electric current, gas or other utility service to the Leased Premises, the
Building or the Project from whatever cause (other than Landlord's active
negligence or willful misconduct), or (iii) the unauthorized intrusion or entry
into the Leased Premises by third parties (other than Landlord).

                                   ARTICLE 6

                         ALTERATIONS AND IMPROVEMENTS

     6.1  BY TENANT:  Tenant shall not make any alterations to or modifications
of the Leased Premises or construct an improvements to or within the Leased
Premises without Landlord s prior written approval, and then not until Landlord
shall have first approved, in writing, the plans and specifications therefore,
which approval shall not be unreasonably withheld or delayed. All such
modifications, alterations or improvements, once so approved, shall be made,
constructed or installed by Tenant at Tenant's expense, using a licensed
contractor first approved by Landlord, in substantial compliance with the
Landlord-approved plans and specifications therefore. All work undertaken by
Tenant shall be done in accordance with all Laws and in a good and workmanlike
manner using materials (see attached). Tenant shall not commence the making of
any such modifications or alterations or the construction of any such
improvements until (i) all required governmental approvals and permits shall
have been obtained, (ii) all requirements regarding insurance imposed by this
Lease have been satisfied, (iii) Tenant shall have given Landlord at least five
business days prior written notice of its intention to commence such work so
that Landlord may post and the notices of non-responsibility, and (iv) if
requested by Landlord, Tenant shall have obtained contingent liability and broad
form builder's risk insurance in an amount satisfactory to Landlord to cover any
perils relating to the proposed work not covered by insurance carried by Tenant
pursuant to Article 9. In no event shall Tenant make any modifications,
alterations or improvements to the Common Areas or any ,areas outside of the
Leased Premises. As used in this Article, the term "modifications, alterations
and/or improvements" shall include, without limitation, the installation of
additional electrical outlets, overhead lighting fixtures, drains, sinks,
partitions, doorways, or the like.

     6.2  OWNERSHIP OF IMPROVEMENTS:  All modifications, alterations or
improvements made or added to the Leased Premises by Tenant (other than Tenant's
inventory, equipment, movable furniture, wall decorations and trade fixtures)
shall be deemed real property and a part of the Leased Premises, but shall
remain the property of Tenant during the Lease Term.  Any such modifications,
alterations or improvements, once completed, shall not be altered or removed
from the Leased Premises during the Lease Term without Landlord's written

                                       13
<PAGE>

approval first obtained in accordance with the provisions of Article 6.1 above.
At the expiration or sooner termination of the Lease, all such modifications,
alterations and improvements (other than Tenant's inventory, equipment, movable
furniture, wall decorations and trade fixtures) shall automatically become the
property of Landlord and shall be surrendered to Landlord as a part of the
Leased Premise as required pursuant to Article 2, unless Landlord shall require
Tenant to remove any of such modifications, alterations or improvements in
accordance with the provisions of Article 2, in which case Tenant shall so
remove same (see attached). Landlord shall have no obligation to reimburse to
Tenant all or any portion of the cost or value of any such modifications,
alterations or improvements so surrendered to Landlord. All modifications,
alterations or improvements which are installed or constructed on or attached to
the Leased Premises by Landlord at Landlord's expense shall be deemed real
property, and a part of the Leased Premises and shall be the property of
Landlord. All lighting, plumbing, electrical, heating, ventilating and air
conditioning fixtures, partitioning, window coverings, wall coverings and floor
coverings installed by Tenant shall be deemed improvements to the Leased
Premises and not trade fixtures of Tenant.

     6.3  ALTERATIONS:  At its sole cost, Tenant shall make all modifications,
alterations and improvements to the Leased Premises that are required by any Law
because of (i) Tenant's use or occupancy of the Leased Premises, the Building,
the Outside Areas, or the Property, (ii) Tenant's application for any permit or
governmental approval, or (iii) Tenant's making of any modifications,
alterations or improvements to or within the Leased Premises. If Landlord shall,
at any time during the Lease Term, (i) be required by any governmental authority
to make any modifications, alterations or improvements to the Building or the
Project, (ii) modify the existing (or construct additional) capital improvements
or provide building service equipment for the purpose of reducing the
consumption of utility services or project maintenance costs for the property,
the cost incurred by Landlord in making such modifications, alterations or
improvements, including an (see attached) per annum cost of money factor, shall
be amortized by Landlord over the useful life of such modifications, alterations
or improvements, as determined in accordance with generally accepted accounting
standards, and the monthly amortized cost of such modifications, alterations and
improvements as so amortized shall be considered a Project Maintenance Cost.

     6.4  LIENS:  Tenant shall keep the Leased Premises, the Building and the
Property free from any liens and shall pay when due all bills arising out of any
work performed, materials furnished, or obligations incurred by Tenant, its
agents, employees or contractors relating to the Leased Premises. If any such
claim of lien is recorded against Tenant's interest in this Lease, the Leased
Premises, the Building or the Project, Tenant shall bond against, discharge or
otherwise cause such lien to be entirely released within ten days after the same
has been so recorded.

                                   ARTICLE 7

                      ASSIGNMENT AND SUBLETTING BY TENANT

     7.1  BY TENANT:  Tenant shall not sublet the Leased Premises (or any
portion thereof) or assign or encumber its interest in this Lease, whether
voluntarily or by operation of Law, without Landlord's prior written consent
first obtained in accordance with the provisions of this Article 7 (see
attached). Any attempted subletting, assignment or encumbrance without
Landlord's prior written consent, at Landlord's election, shall constitute a
default by Tenant under the terms of this Lease. The acceptance of rent by
Landlord from any person or entity other than Tenant, or the acceptance of rent
by Landlord from Tenant with knowledge of a violation of the provisions of this
Article, shall not be deemed to be a waiver by Landlord of any provision of this
Article or this Lease or to be a consent to any subletting by Tenant or any
assignment or encumbrance of Tenant's interest in this Lease.

     7.2  MERGER OR REORGANIZATION:  If Tenant is a corporation, any
dissolution, merger, consolidation or other reorganization of Tenant, or the
sale or other transfer in the aggregate over the Lease Term of a controlling
percentage of the capital stock of Tenant, shall be deemed a voluntary
assignment of Tenant's interest in this Lease. The phrase "controlling
percentage" means the ownership of and the right to vote stock possessing more
than fifty percent of the total combined voting power of all classes of Tenant's
capital stock issued, outstanding and entitled to vote for the election of
directors. If Tenant is a partnership, a withdrawal or change, whether
voluntary, involuntary or by operation of Law, of any general

                                       14
<PAGE>

partner, or the dissolution of the partnership, shall be deemed a voluntary
assignment of Tenant's interest in this Lease.

     7.3  LANDLORD'S ELECTION:  If Tenant shall desire to assign its interest
under this Lease or to sublet the Leased Premises, Tenant must first notify
Landlord, in writing, of its intent to so assign or sublet, at least ninety days
in advance of the date it intends to so assign its interest in this Lease or
sublet the Leased Premises but not sooner than one hundred eighty days in
advance of such date, specifying in detail the terms of such proposed assignment
or subletting, including the name of the proposed assignee or sublessee, the
proposed assignee's or Sublessee's intended use of the Leased Premises, a
current financial statement of such proposed assignee or sublessee and the form
of documents to be used in effectuating such assignment or subletting. Landlord
shall have a period of fifteen days following receipt of such notice within
which to do one of the following: (i) consent to such requested assignment or
subletting subject to Tenant's compliance with the conditions set forth in
Article 7.4 below or (ii) refuse to so consent to such requested assignment or
subletting, provided that such consent shall not be unreasonably refused. It
shall not be unreasonable for Landlord to withhold its consent to any proposed
assignment or subletting if (i) the proposed assignee's or subtenant's
anticipated use of the Premises involves the storage, use or disposal of a
Hazardous Material; (ii) if the proposed assignee or subtenant has been required
by any prior landlord, lender or governmental authority to clean up Hazardous
Materials unlawfully discharged by the proposed assignee or subtenant; or (iii)
if the proposed assignee or subtenant is subject to investigation or enforcement
order or proceeding by any governmental authority in connection with the use,
disposal or storage of a Hazardous Material. During said fifteen day period,
Tenant covenants and agrees to supply to Landlord, upon request, all necessary
or relevant information which Landlord may reasonably request respecting such
proposed assignment or subletting and/or the proposed assignee or sublessee.

     7.4  CONDITIONS TO LANDLORD'S CONSENT:  If Landlord elects to consent, or
shall have been ordered to so consent by a court of competent jurisdiction, to
such requested assignment, subletting or encumbrance, such consent shall be
expressly conditioned upon the occurrence of each of the conditions below set
forth, and any purported assignment, subletting or encumbrance made or ordered
prior to the full and complete satisfaction of each of the following conditions
shall be void and, at the election of Landlord, which election may be exercised
at any time following such a purported assignment, subletting or encumbrance but
prior to the satisfaction of each of the stated conditions, shall constitute a
material default by Tenant under this Lease giving Landlord the absolute right
to terminate this Lease unless such default is promptly cured by satisfying in
full each such condition by the assignee, sublessee or encumbrancer.  The
conditions are as follows:

          A.   Landlord having approved in form and substance the assignment or
sublease agreement (or the encumbrance agreement), which approval shall not be
unreasonably withheld or delayed by Landlord if the requirements of this Article
7 are otherwise complied with.

          B.   Each such sublessee or assignee having agreed, in writing
satisfactory to Landlord and its counsel and for the benefit of Landlord, to
assume, to be bound by, and to perform the obligations of this Lease to be per-
formed by Tenant (or, in the case of an encumbrance, each such encumbrancer
having similarly agreed to assume, be bound by and to perform Tenant's
obligations upon a foreclosure or transfer in lieu thereof).

          C.   Tenant having fully and completely performed all of its
obligations under the terms of this Lease through and including the date of such
assignment or subletting.

          D.   Tenant having reimbursed to Landlord all reasonable costs and
attorneys fees incurred by Landlord in conjunction with the processing and
documentation of any such requested subletting, assignment or encumbrance.

          E.   Tenant having delivered to Landlord a complete and fully-executed
duplicate original of such sublease agreement, assignment agreement or
encumbrance (as applicable) and all related agreements.

          F.   Tenant having paid, or having agreed in writing to pay as to
future payments, to Landlord fifty percent of all assignment consideration or
excess rentals to be paid to

                                       15
<PAGE>

Tenant or to any other on Tenant's behalf or for Tenant's benefit for such
assignment or subletting as follows:

          (1) If Tenant assigns its interest under the Lease and if all or a
portion of the consideration for such assignment is to be paid by the assignee
at the time of the assignment, that Tenant shall have paid to Landlord and
Landlord shall have received an amount equal to fifty percent of the assignment
consideration so paid or to be paid whichever is the greater) at the time of the
assignment by the assignee; or

          (2) If Tenant assigns its interest under this Lease and if Tenants is
to receive all or a portion of the consideration for such assignment in future
installments, that Tenant and Tenant's assignee shall have entered into a
written agreement with and for the benefit of Landlord satisfactory to Landlord
and its counsel whereby Tenant and Tenant's assignee jointly agree to pay to
Landlord an amount equal to fifty percent of all such future assignment
consideration installments to be paid by such assignee as and when such
assignment consideration is so paid.

          (3) If Tenant subleases the Leased Premises, that Tenant and Tenant's
sublessee shall have entered into a written agreement with and for the benefit
of Landlord satisfactory to Landlord and its counsel whereby Tenant and Tenant's
sublessee jointly agree to pay to Landlord fifty percent of all excess rentals
to be paid by such sublessee as and when such excess rentals are so paid.

     7.5  ASSIGNMENT CONSIDERATION AND EXCESS RENTALS DEFINED:  For purposes of
this Article, the term "assignment consideration" shall mean all consideration
to be paid by the assignee to Tenant or to any other on Tenant's behalf or for
Tenant's benefit as consideration for such assignment, less any commissions paid
by Tenant to a licensed real estate broker for arranging such assignment (not to
exceed then standard rates) (see attached), and the term "excess rentals" shall
mean all consideration to be paid by the sublessee to Tenant or to any other on
Tenant's behalf or for Tenant's benefit for the sublease of the Leased Premises
in excess of the rent due Landlord under the terms of this Lease for the same
period, less any commissions paid by Tenant to a licensed real estate broker for
arranging such sublease (not to exceed then standard rates) (see attached),
Tenant agrees that the portion of any assignment consideration and/or excess
rentals arising from and assignment or subletting by Tenant which is to be paid
to Landlord pursuant to this Article now is and shall then be the property of
Landlord' and not the property of Tenant.

     7.6  PAYMENTS:  All payments required by this Article to be made to
Landlord shall be made in cash in full as and when they become due. At the time
Tenant, Tenant's assignee or sublessee makes each such payment to Landlord,
Tenant or Tenant's assignee or sublessee, as the case may be, shall deliver to
Landlord an itemized statement in reasonable detail showing the method by which
the amount due Landlord was calculated and certified by the party making such
payment as true and correct .

     7.7  GOOD FAITH:  The rights granted to Tenant by this Article are granted
in consideration of Tenant's express covenant that all pertinent allocations
which are made by Tenant between the rental value of the Leased Premises and the
value of any of Tenant's personal property which may be conveyed or leased
concurrently with and which may reasonably be considered a part of the same
transaction as the permitted assignment or subletting shall be made fairly,
honestly and in good faith.  If Tenant shall breach this Covenant of Good Faith,
Landlord may immediately declare Tenant to be in default under the terms of this
Lease and terminate this Lease and/or exercise any other rights and remedies
Landlord would have under the terms of this Lease in the case of a material
default by Tenant under this Lease.

     7.8  EFFECT OF LANDLORD'S CONSENT:  No subletting, assignment or
encumbrance, even with the consent of Landlord, shall relieve Tenant of its
personal and primary obligation to pay rent and to perform all of the
obligations to be performed by Tenant hereunder. Consent by Landlord to one or
more assignments or encumbrances of Tenant's interest in this Lease or to one or
more sublettings of the Leased Premises shall not be deemed to be a consent to
any subsequent assignment, encumbrance or subletting. If Landlord shall have
been ordered by a court of competent jurisdiction to consent to a requested
assignment or subletting, or such an assignment or subletting shall have been
ordered over the objection of Landlord, such assignment or subletting shall not
be binding between the assignee (or sublessee) and Landlord

                                       16
<PAGE>

until such time as all conditions set forth in Article 7.4 above have been fully
satisfied (to the extent not then satisfied) by the assignee or sublessee,
including, without limitation, the payment to Landlord of all agreed assignment
considerations and/or excess rentals then due Landlord.

                                   ARTICLE 8

               LIMITATION ON LANDLORD'S LIABILITY AND INDEMNITY

     8.1  LIMITATION ON LANDLORD'S LIABILITY AND RELEASE:  Landlord shall not be
liable to Tenant for, and Tenant hereby releases Landlord and its partners and
officers from, any and all liability, whether in contract, tort or on any other
basis, for any injury to or any damage sustained by Tenant, its agents,
employees, contractors or invitees; any damage to Tenant's property; or any
loss to Tenant's business, loss of Tenant's profits or other financial loss of
Tenant resulting from or attributable to the condition of, the management of,
the maintenance of, or the protection of the Leased Premises, the Building, the
Project or the Common Areas, including, without limitation, any such injury,
damage or loss resulting from (i) the failure, interruption, rationing or other
curtailment or cessation in the supply of electricity, water, gas or other
utility service to the Project, the Building or the Leased Premises; (ii) the
vandalism or forcible entry into the Building or the Leased Premises; (iii) the
penetration of water into or onto any portion of the Leased Premises through
roof leaks or otherwise; (iv) the failure to provide security and/or adequate
lighting in or about the Project, the Building or the Leased Premises; (v) the
existence of any design or construction defects within the Project, the Building
or the Leased Premises; (vi) the failure of any mechanical systems to function
properly (such as the HVAC systems); or (vii) the blockage of access to any
portion of the Project, the Building or the Leased Premises, except to the
extent such damage was proximately caused by Landlord's negligence or willful
misconduct, or Landlord's failure to perform an obligation expressly undertaken
pursuant to this Lease but only if Tenant shall have given Landlord prior
written notice to perform such obligation and Landlord shall have failed to
perform such obligation within a reasonable period of time following receipt of
written notice from Tenant to so perform such obligation.  In this regard,
Tenant acknowledges that it is fully apprised of the provisions of Law relating
to releases, and particularly to those provisions contained in Section 1542 of
the California Civil Code which read as follows: A general release does not
extend to claims which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.  Notwithstanding such
statutory provision, and for the purpose of implementing a full and complete
release and discharge, Tenant hereby (i) waives the benefit of such statutory
provision and (ii) acknowledges that, subject to the exceptions specifically set
forth herein, the release and discharge set forth in this Article is a full and
complete settlement and release and discharge of all claims and is intended to
include in its effect, without limitation, all claims which Tenant, as of the
date hereof, does not know of or suspect to exist in its favor.

     8.2  TENANT S INDEMNIFICATION OF LANDLORD:  Tenant shall defend, with
competent counsel satisfactory to Landlord, any claims made or legal actions
filed or threatened by third parties against Landlord which result in the death,
bodily injury, personal injury, damage to property or interference with
contractual or other rights suffered by any third party, (including other
Tenants within the Project) which (see attached) (i) occurred within the Leased
Premises or (ii) resulted from Tenant's use or occupancy of the Leased Premises
or the Common Areas or (iii) resulted from Tenant s activities in or about the
Leased Premises, the Building or the Project, and Tenant shall indemnify and
hold Landlord, Landlord's principals, employees and agents harmless from any
loss (including loss of rents by reason of vacant space which otherwise would
have been leased but for such activities), liabilities, penalties, or expense
whatsoever (including all legal fees incurred by Landlord with respect to
defending such claims) resulting therefrom, except to the extent proximately
caused by the negligence or willful misconduct of Landlord. This indemnity
agreement shall survive until the latter to occur of (i) the date of the
expiration, or sooner termination, of this Lease, or (ii) the date Tenant
actually vacates the Leased Premises provided Tenant received approval by
Landlord for such vacating.

                                       17
<PAGE>

                                   ARTICLE 9

                                   INSURANCE

     9.1  TENANT'S INSURANCE: Tenant shall maintain insurance complying with all
of the following:

          A.   Tenant shall procure, pay for and keep in full force and effect,
at all times during the Lease Term, the following:

               (1)  Commercial General Liability insurance insuring Tenant
against liability for bodily injury, death, property damage and personal injury
occurring at the Leased Premises, or resulting from Tenant's use or occupancy of
the Leased Premises or the Building, Outside Areas, Property, or Common Areas or
resulting from Tenant's activities in or about the Leased Premises. Such
insurance shall be on an occurrence basis with a combined single limit of
liability of not less than the amount of Tenant's Required Liability Coverage
(as set forth in Article 1). The policy or policies shall be endorsed to name
Landlord and such others as are designated by Landlord as additional insured in
the form equivalent to CG20111185 or successor and shall contain the following
additional endorsement: "The insurance afforded to the additional insured is
primary insurance. If the additional insureds have other insurance which is
applicable to the loss on a contributing, excess or contingent basis, the amount
of this insurance company's liability under this policy shall not be reduced by
the existence of such other insurance. Any insurance carried by the additional
insureds shall be excess and non contributing with the insurance provided by the
Tenant." The policy shall not be canceled or reduced without at least 30 days
written notice to additional insureds. If the policy insures more than one
location, it shall be endorsed to show that the limits and aggregate apply per
location using endorsement CG25041185 or successor. Tenant's policy shall also
contain the severability of interest and cross-liability endorsement or clauses.

               (2)  Fire and property damage insurance in so-called Special Form
plus earthquake and flood insuring Tenant against loss from physical damage to
Tenant's personal property, inventory, stock, trade fixtures and improvements
within the Leased Premises with coverage for the full actual replacement cost
thereof;

               (3)  Plate-glass insurance, at actual replacement cost;

               (4)  Boiler and Machinery insurance, if applicable;

               (5)  Product Liability insurance (including without limitation
Liquor Liability insurance for liability arising out of the distribution, sale,
or consumption of food and/or beverages including alcoholic beverages at the
Leased Premises for not less than the Tenant's Required Liability Coverage as
set forth in Article 1;

               (6)  Workers' compensation insurance and any other employee
benefit insurance sufficient to comply with all Laws which policy shall be
endorsed to provide thirty (30) days written notice of cancellation to Landlord;

               (7)  With respect to making of alterations or the construction of
improvements or the like undertaken by Tenant, contingent liability and
builder's risk insurance, in an amount and with coverage satisfactory to
Landlord;

               (8)  Business Income Insurance at a minimum of 50% co-insurance
including coverage for loss of business income due to damage to equipment from
perils covered under the so-called Special Form plus perils of earth quake and
flood; and

               (9)  Comprehensive Auto Liability insurance with a combined
single limit coverage of not less than the amount of Tenant's Required Liability
Coverage (as set forth in Article 1) for bodily injury and/or property damage
liability for: a) Owned autos b) Hired or borrowed autos c) Non-owned autos d)
Auto blanket contractual form CA0029. The policy shall be endorsed to provide 30
days written notice of cancellation to Landlord.

          B.   Each policy of liability insurance required to be carried by
Tenant pursuant to this Article or actually carried by Tenant with respect to
the Leased Premises or the Property (i) shall be in a form satisfactory to
Landlord, (ii) Shall be provided by carriers admitted

                                      18.
<PAGE>

to do business in the state of California, with a Best rating of "A/VI" or
better and/or acceptable to Landlord. Property insurance shall contain a waiver
and/or a permission to waive by the insurer any right of subrogation against
Landlord, its principals, employees, agents and contractors which might arise by
reason of any payment under such policy or by reason of any act or omission of
Landlord, its principals, employees, agents or contractors.

          C.   Prior to the time Tenant or any of its contractors enters the
Leased Premises, Tenant shall deliver to the Landlord with respect to each
policy of insurance required to be carried by Tenant pursuant to this Article, a
certificate of the insurer certifying, in a form satisfactory to the Landlord,
that the policy has been issued and premium paid providing the coverage required
by this Article and containing the provisions herein. Attached to such a
certificate shall be endorsements naming Landlord as additional insured, and
including the wording under primary insurance above. With respect to each
renewal or replacement of any such insurance, the requirements of this Article
must be complied with not less than 30 days prior to the expiration or
cancellation of the policy being renewed or replaced. Landlord may at any time
and from time-to-time inspect and/or copy any and all insurance policies
required to be carried by Tenant pursuant to this article. If Landlord's lender,
insurance broker or advisor or counsel reasonably determines at any time that
the form or amount of coverage set forth in Article 9.1.(A) for any policy of
insurance Tenant is required to carry pursuant to this Article is not adequate,
then Tenant shall increase the amount of coverage for such insurance to such
greater amount or change the form as Landlord's lender, insurance broker or
advisor or counsel reasonably deems adequate (provided however such increase
level of coverage may not exceed the level of coverage for such insurance
commonly carried by comparable businesses similarly situated and operating under
similar circumstances).

          D.   The Commercial General Liability insurance carried by Tenant
shall specifically insure the performance by Tenant of the Indemnification
provisions set forth in Article 8.2 of this lease provided, however, nothing
con-mined in this Article 9 shall be construed to limit the liability of Tenant
under the Indemnification provisions set forth in said Article 8.2.

     9.2  LANDLORD'S INSURANCE: With respect to insurance maintained by
Landlord:

          A.   Landlord shall maintain, as the minimum coverage required of it
by this Lease, property insurance in so-called "Special" form insuring Landlord
(and such others as Landlord may designate) against loss from physical damage
to the Building with coverage of not less than one hundred percent of the full
actual replacement cost thereof and against loss of rents for a period of not
less than twelve months. Such property damage insurance, at Landlord's election
but without any requirement on Landlord's behalf to do so, (i) may be written in
so-called Special Form, excluding only those perils commonly excluded from such
coverage by Landlord's then property damage insurer; (ii) may provide coverage
for physical damage to the improvements so insured for up to the entire full
actual replacement cost thereof; (iii) may be endorsed to include or separate
policies may be carried to cover loss or damage caused by any additional perils
against which Landlord may elect to insure, including earthquake and/or flood;
(iv) may provide coverage for loss of rents for a period of up to twelve months;
and/or (v) may contain "deductibles" per occurrence in an amount reasonably
acceptable to Landlord. Landlord shall not be required to cause such insurance
to cover any of Tenant's personal property, inventory and trade fixtures, or any
modifications, alterations or improvements made or constructed by Tenant to or
within the Leased Premises.

          B.   Landlord shall maintain Commercial General Liability insurance
insuring Landlord (and such others as are designated by Landlord) against
liability for personal injury, bodily injury, death, and damage to property
occurring in, on or about, or resulting from the use or occupancy of the
Project, or any portion thereof, with combined single limit coverage of at least
Two Million Dollars. Landlord may carry such greater coverage as Landlord or
Landlord's Lender, insurance broker or advisor or counsel may from time to time
determine is reasonably necessary for the adequate protection of Landlord and
the Project.

          C.   Landlord may maintain any other insurance which in the opinion of
its insurance broker or advisor or legal counsel is prudent to carry under the
given circumstances.

                                      19.
<PAGE>

     9.3   MUTUAL WAIVER OF SUBROGATION: Landlord hereby releases Tenant (see
attached), and Tenant hereby releases Landlord and its respective partners and
officers, agents, employees and servants, from any and all liability for loss,
damage or injury to the property of the other in or about the Leased Premises
which is caused by or results from a peril or event or happening which would be
covered by insurance required to be carried under the terms of this Lease, or is
covered by insurance actually carried and in force at the time of the loss, by
the party sustaining such loss; provided, however, that such waiver shall be
effective only to the extent permitted by the insurance covering such loss and
to the extent such insurance is not prejudiced thereby.

                                  ARTICLE 10

                           DAMAGE TO LEASED PREMISES

     10.1  LANDLORD'S DUTY TO RESTORE: If the Leased Premises are damaged by any
peril after the Effective Date of this Lease, Landlord shall restore the Leased
Premises, as and when required by this Article, unless this Lease is terminated
by Landlord pursuant to Article 10.2 or by Tenant pursuant to Article 10.3.  All
insurance proceeds available from the fire and property damage insurance carried
by Landlord shall be paid to and become the property of Landlord.  If this Lease
is terminated pursuant to either Article 10.2 or 10.3, all insurance proceeds
available from insurance carried by Tenant which cover loss to property that is
Landlord's property or would become Landlord's property on termination of this
Lease shall be paid to and become the property of Landlord, and the remainder of
such proceeds shall be paid to and become the property of Tenant.  If this Lease
is not terminated pursuant to either Article 10.2 or 10.3, all insurance
proceeds available from insurance carded by Tenant which cover loss to property
that is Landlord's property shall be paid to and become the property of
Landlord, and all proceeds available which cover loss to property which would
become the property of Landlord upon the termination of this Lease shall be paid
to and remain the property of Tenant.  If this Lease is not so terminated, then
upon receipt of the insurance proceeds (if the loss is covered by insurance) and
the issuance of all necessary governmental permits, Landlord shall immediately
commence and diligently prosecute to completion the restoration of the Leased
Premises, to the extent then allowed by Law, to substantially the same condition
in which the Leased Premises existed as of the Lease Commencement Date.
Landlord's obligation to restore shall be limited to the Leased Premises and
interior improvements constructed by Landlord.  Landlord shall have no
obligation to restore any other improvements to the Leased Premises or any of
Tenant's personal property, inventory or trade fixtures Upon completion of the
restoration by Landlord, Tenant shall forthwith replace or fully repair all of
Tenant's personal property, inventory, trade fixtures and other improvements
constructed by Tenant to like or similar condition as existed at the time of
such damage or destruction.

     10.2  LANDLORD'S RIGHT TO TERMINATE: Landlord shall have the option to
terminate this Lease in the event any of the following occurs, which option may
be exercised only by delivery to Tenant of a written notice of election to
terminate within thirty days after the date of such damage or destruction:

           A.  The Building is damaged by any peril covered by valid and
collectible insurance actually carried by Landlord and in force at the time of
such damage or destruction (an "insured peril") to such an extent that the
estimated cost to restore the Building exceeds the lesser of (i) the insurance
proceeds available from insurance actually carried by Landlord, or (ii) seventy-
five percent of the then actual replacement cost thereof;

           B.  The Building is damaged by an uninsured peril, which peril
Landlord was required to insure against pursuant to the provisions of Article 9
of this Lease, to such an extent that the estimated cost to restore the Building
exceeds the lesser of (i) the insurance proceeds which would have been available
had Landlord carried such required insurance, or (ii) seventy-five percent of
the then actual replacement cost thereof;

           C.  The Building is damaged by an uninsured peril, which peril
Landlord was not required to insure against pursuant to the provisions of
Article 9 of this Lease, to any extent.

           D.  The Building is damaged by any peril and, because of the Laws
then in force, the Building (i) can not be restored at reasonable cost or (ii)
if restored, can not be used for the same use being made thereof before such
damage. [insert]

                                      20.
<PAGE>

     10.3  TENANT'S RIGHT TO TERMINATE: If the Leased Premises are damaged by
any peril and Landlord does not elect to terminate this Lease or is not entitled
to terminate this Lease pursuant to this Article, then as soon as reasonably
practicable, Landlord shall furnish Tenant with the written opinion of
Landlord's architect or construction consultant as to when the restoration work
required of Landlord may be complete Tenant shall have the option to terminate
this Lease in the event any of the following occurs, which option may be
exercised in the case of A or B below only by delivery to Landlord of a written
notice of election to terminate within thirty days after Tenant receives from
Landlord the estimate of the time needed to complete such restoration:

           A.   The Leased Premises are damaged by any peril and, in the
reasonable opinion of Landlord's architect or construction consultant, the
restoration of the Leased Premises cannot be substantially completed within nine
months after the date of such notice from Landlord; or

           B.   The Leased Premises are damaged by any peril within nine months
of the last day of the Lease Term and, in the reasonable opinion of Landlord's
architect or construction consultant, the restoration of the Leased Premises
cannot be substantially completed within ninety days after the date such
restoration is commenced.

     10.4  TENANT'S WAIVER: Landlord and Tenant agree that the provisions of
Article 10.3 above, captioned "Tenant's Right to Terminate", are intended to
supersede and replace the provisions contained in California Civil Code, Section
1932, Subdivision 2, and California Civil Code, Section 1934, and accordingly,
Tenant hereby waives the provisions of said Civil Code Sections and the
provisions of any successor Code Sections or similar Laws hereinafter enacted.

     10.5  ABATEMENT OF RENT: In the event of damage to the Leased Premises
which does not result in the termination of this Lease, the Base Monthly Rent
(and any Additional Rent) shall be temporarily abated during the period of
restoration in proportion to the degree to which Tenant's use of the Leased
Premises is impaired by such damage.

                                  ARTICLE 11

                                 CONDEMNATION

     11.1  LANDLORD'S RIGHT TO TERMINATE. Subject to Article 11.3, Landlord
shall have the option to terminate this Lease if, as a result of a taking by
means of the exercise of the power of eminent domain (including inverse
condemnation and/or a voluntary sale or transfer by Landlord under threat of
condemnation to an entity having the power of eminent domain), (i) all or more
than fifty percent (50%) any part of the Leased Premises is so taken, (ii) more
than sixty-six percent (66%) of the Common Area is so taken, or (iv) because of
the Laws then in force, the Leased Premises may not be used for the same use
being made thereof before such taking, whether or not restored as required by
Article 11.4 below. Any such option to terminate by Landlord must be exercisable
within a reasonable period of time, to be effective as of the date possession is
taken by the condemnor.

     11.2  TENANT'S RIGHT TO TERMINATE: Subject to Article 11.3, Tenant shall
have the option to terminate this Lease if, as a result of any taking by means
of the exercise of the power of eminent domain (including inverse condemnation
and/or a voluntary sale or transfer by Landlord to an entity having the power of
eminent domain under threat of condemnation), (i) all or more than fifty percent
(50%) of the Leased Premises is so taken, (ii) thirty-three and one-third
percent or more of the Leased Premises is so taken and the part of the Leased
Premises that remains cannot, within a reasonable period of time, be made
reasonably suitable for the continued operation of the Tenant's business, or
(iii) there is a taking of a portion of the Common Area and, as a result of such
taking, Landlord cannot provide parking spaces within the Project (or within a
reasonable distance therefrom) equal in number to at least eighty-five percent
of Tenant's Number of Parking Spaces (as set forth in Article 1), whether by
rearrangement of the remaining parking areas in the Common Area (including, if
Landlord elects, construction of multi-dock parking structures or re-striping
for compact cars where permitted by Law), or by providing alternative parking
facilities on other land within reasonable walking distance of the Leased
Premises.  Tenant must exercise such option within a reasonable period of time,
to be effective on the later to occur of (i) the date that possession of that
portion of the Common Area

                                      21.
<PAGE>

or the Leased Premises that is condemned is taken by the condemnor or (ii) the
date Tenant vacates the Leased Premises.

     11.3  (SEE ATTACHED)

     11.4  RESTORATION AND ABATEMENT OF RENT: If any part of the Leased Premises
is taken by condemnation and this Lease is not terminated, then Landlord shall
repair any damage occasioned thereby to the remainder of the Leased Premises to
a condition reasonably suitable for Tenant's continued operations and otherwise,
to the extent practicable, in the manner and to the extent provided in Article
10. 1. As of the date possession is taken by the condemning authority, (i) the
Base Monthly Rent shall be reduced in the same proportion that the area of that
part of the Leased Premises so taken (less any addition to the area of the
Leased Premises by reason of any reconstruction) bears to the area of the Leased
Premises immediately prior to such taking, and (ii) Tenant's Proportionate Share
shall be appropriately adjusted.

     11.5  DIVISION OF CONDEMNATION AWARD: Any award made for any condemnation
of the Project, the Building, the Common Areas or the Leased Premises, or any
portion thereof, shall belong to and be paid to Landlord, and Tenant hereby
assigns to Landlord all of its right, title and interest in any such award;
provided, however, that Tenant shall be entitled to receive any condemnation
award that is made directly to Tenant (i) for the taking of personal property,
inventory or trade fixtures belonging to Tenant, (ii) for the interruption of
Tenant's business or its moving costs, (iii) for loss of Tenant's goodwill, or
(iv) for any temporary taking where this Lease is not terminated as a result of
such taking. The rights of Landlord and Tenant regarding any condemnation shall
be determined as provided in this Article, and each party hereby waives the
provisions of Section 1265.130 of the California Code of Civil Procedure, and
the provisions of any similar law hereinafter enacted, allowing either party to
petition the Superior Court to terminate this Lease and/or allocating
condemnation awards between Landlord and Tenant in the event of a taking of the
Leased Premises.

                                  ARTICLE 12

                             DEFAULT AND REMEDIES

     12.1  EVENTS OF TENANT'S DEFAULT: Tenant shall be in default of its
obligations under this Lease if any of the following events occur:

           A.   Tenant shall have failed to pay Base Monthly Rent or any
Additional Rent when due (see attached); or

           B.   Tenant shall have done or permitted to have been done any act,
use or thing in its use, occupancy or possession of the Leased Premises or in
its use of the Common Areas which is prohibited by the terms of this Lease; (see
attached) or

           C.   Tenant shall have failed to perform any term, covenant or
condition of this Lease, except those requiring the payment of Base Monthly Rent
or Additional Rent, within fifteen days (see attached) after written notice from
Landlord to tenant specifying the nature of such failure and requesting Tenant
to perform same.

           D.   Tenant shall have sublet the Lease Premises or assigned or
encumbered its interest in this Lease in violation of the provisions contained
in Article 7, whether voluntarily or by operation of Law; or

           E.   Tenant or any Guarantor of this Lease shall have permitted or
suffered the sequestration or attachment of, or execution on, or the appointment
of a custodian or receiver with respect to, all or any substantial part of the
property or assets of Tenant (or such Guarantor) or any property or asset
essential to the conduct of Tenant's (or such Guarantor's) business, and Tenant
(or such Guarantor) shall have failed to obtain a return or release of the same
within thirty days thereafter, or prior to sale pursuant to such sequestration,
attachment or levy, whichever is earlier; or

           F.   Tenant or any Guarantor of this Lease shall have made a general
assignment of all or a substantial part of its assets for the benefit of its
creditors; or

                                      22.
<PAGE>

           G.   Tenant or any Guarantor of this Lease shall have allowed (or
sough0 to have entered against it a decree or order which: (i) grants or
constitutes an order for relief, appointment of a trustee, or confirmation of a
reorganization plan under the bankruptcy laws of the United States; (ii)
approves as properly filed a petition seeking liquidation or reorganization
under said bankruptcy laws or any other debtor's relief law or similar statute
of the United States or any state thereof; or (iii) otherwise directs the
winding up or liquidation of Tenant; provided, however, if any decree or order
was entered without Tenant's consent or over Tenant's objection, Landlord may
not terminate this Lease pursuant to this Subarticle if such decree or order is
rescinded or reversed within thirty days after its original entry.

           H.   Tenant or any Guarantor of this Lease shall have availed itself
of the protection of any debtor's relief law, moratorium law or other similar
Law which does not require the prior entry of a decree of order.

     12.2  LANDLORD'S REMEDIES: In the event of any default by Tenant (see
attached), and without limiting Landlord's right to indemnification as provided
in Article 8.2, Landlord shall have the following remedies, in addition to all
other rights and remedies provided by Law or otherwise provided in this Lease,
to which Landlord may resort cumulatively, or in the alternative:

           A.   Landlord may, at Landlord's election, keep this Lease in effect
and enforce, by an action at law or in equity all of its rights and remedies
under this Lease including, without limitation, (i) the right to recover the
rent and other sums as they become due by appropriate legal action, (ii) the
right to make payments required of Tenant, or perform Tenant's obligations and
be reimbursed by Tenant for the cost thereof with interest at the then maximum
rate of interest not prohibited by Law from the date the sum is paid by Landlord
until Landlord is reimbursed by Tenant, and (iii) the remedies of injunctive
relief and specific performance to prevent Tenant from violating the terms of
this Lease and/or to compel Tenant to perform its obligations under this Lease,
as the case may be.

           B.   Landlord may, at Landlord's election, terminate this Lease by
giving Tenant written notice of termination, in which event this Lease shall
terminate on the date set forth for termination in such notice.  Any termination
under this Subarticle shall not relieve Tenant from its obligation to pay to
Landlord all Base Monthly Rent and Additional Rent then or thereafter due, or
any other sums due or thereafter accruing to Landlord, or from any claim against
Tenant for damages previously accrued or then or thereafter accruing.  In no
event shall any one or more of the following actions by Landlord, in the absence
of a written election by Landlord to terminate this Lease, constitute a
termination of this Lease:

                (1)  Appointment of a receiver or keeper in order to protect
Landlord's interest hereunder;

                (2)  Consent to any subletting of the Leased Premises or
assignment of this Lease by Tenant, whether pursuant to the provisions hereof or
otherwise; or

                (3)  Any other action by Landlord or Landlord's agents intended
to mitigate the adverse effects of any breach of this Lease by Tenant,
including, without limitation, any action taken to maintain and preserve the
Leased Premises or any action taken to relet the Leased Premises, or any portion
thereof, for the account of Tenant and in the name of Tenant.

          C.    In the event Tenant breaches this Lease (see attached) and
abandons the Leased Premises, Landlord may terminate this Lease, but this Lease
shall not terminate unless Landlord gives Tenant written notice of termination.
No act by or on behalf of Landlord intended to mitigate the adverse effect of
such breach, including those described by Subarticles B(1), (2) and (3)
immediately preceding, shall constitute a termination of Tenant's right to
possession unless Landlord gives Tenant written notice of termination.  If
Landlord does not terminate this Lease by giving written notice of
termination, Landlord may enforce ail its rights and remedies under this Lease,
including the right to recover rent as it becomes due under this Lease as
provided in California Civil Code Section 1951.4, as in effect on the Effective
Date of this Lease

           D.   In the event Landlord terminates this Lease, Landlord shall be
entitled, at Landlord's election, to damages in an amount as set forth in
California Civil Code Section

                                      23.
<PAGE>

1951.2, as in effect on the Effective Date of this Lease. For purposes of
computing damages pursuant to said Section 1951.2, an interest rate equal to ten
percent per annum shall be used where permitted. Such damages shall include,
without limitation:

           (1)  The worth at the time of award of the amount by which the unpaid
rent for the balance of the term after the time of award exceeds the amount of
such rental loss that Tenant proves could be reasonably avoided, computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus one percent; and

           (2)  Any other amount necessary to compensate Landlord for all
detriment proximately caused by Tenant's failure to perform Tenant's obligations
under this Lease, or which in the ordinary course of things would be likely to
result therefrom, including, without limitation, the following: (i) expenses for
cleaning, repairing or restoring the Leased Premises; (ii) including removal of
existing leasehold improvements subject to Section 2.6; (iii) broker's fees,
advertising costs and other, expenses of reletting the Leased Premises; (iv)
costs of carrying the Leased Premises, which costs would have been billed to
Tenant as Additional Rent had Tenant not defaulted and which include, but are
not limited to; taxes, insurance premiums, landscape maintenance, HVAC
maintenance, utility charges and security precautions; (v) expenses incurred in
removing, disposing of and/or storing any of Tenant's personal property,
inventory or trade fixtures remaining therein; (vi) attorneys' fees, expert
witness fees, court costs and other reasonable expenses incurred by Landlord
(but not limited to taxable costs) in retaking possession of the Leased
Premises, establishing damages hereunder, and releasing the Leased Premises;
and (vii) any other expenses, costs or damages otherwise incurred or suffered as
a result of Tenant's default.

     12.3  LANDLORD'S DEFAULT AND TENANT'S REMEDIES: In the event Landlord fails
to perform any of its obligations under this Lease, Landlord shall nevertheless
not be in default under the terms of this Lease until such time as Tenant shall
have first given Landlord written notice specifying the nature of such failure
to perform its obligations, and then only after Landlord shall have had a
reasonable period of time following its receipt of such notice within which to
perform such obligations.  In the event of Landlord's default as above set
forth, then, and only then, Tenant shall have the following remedies only:

           A.   Tenant may then proceed in equity or at law to compel Landlord
to perform its obligations and/or to recover damages proximately caused by such
failure to perform.

           B.   Tenant, at its option, may then cure any default of Landlord at
Landlord's cost. If, pursuant to this Subarticle, Tenant reasonably pays any sum
to any third party or does any act that requires the payment of any sum to any
third party at any time by reason of Landlord's default, the sum paid by Tenant
shall be immediately due from Landlord to Tenant at the time Tenant supplies
Landlord with an invoice therefore (provided such invoice sets forth and is
accompanied by a written statement of Tenant setting forth in reasonable detail
the amount paid, the party to whom it was paid, the date it was paid, and the
reasons giving rise to such payment), together with interest at twelve percent
per annum from the date of such invoice until Tenant is reimbursed by Landlord.
Tenant may not offset such sums against any installment of rent due Landlord
under the terms of this Lease.

     12.4  LIMITATION ON TENANT'S RECOURSE: If Landlord is a corporation, trust,
partnership, joint venture, unincorporated association, or other form of
business entity, Tenant agrees that (i) the obligations of Landlord under this
Lease shall not constitute personal obligations of the officers, directors,
trustees, partners, joint venturers, members, owners, stockholders, or other
principals of such business entity and (ii) Tenant shall have recourse only to
the assets of such business entity for the satisfaction of such obligations and
not against the assets of such officers, directors, trustees, partners, joint
venturers, members, owners, stockholders or principals (other than to the extent
of their interest in the assets owned by such business entity). Additionally, if
Landlord is a partnership, then Tenant covenants and agrees:

           A.   No partner of Landlord shall be sued or named as a party in any
suit or action brought by Tenant with respect to any alleged breach of this
Lease (except to the extent necessary to secure jurisdiction over the
partnership and then only for that sole purpose);

                                      24.
<PAGE>

           B.   No service of process shall be made against any partner of
Landlord except for the sole purpose of securing jurisdiction over the
partnership; and

           C.   No writ of execution shall be levied against the assets of any
partner of Landlord other than to the extent of his interest in the assets of
the partnership. Tenant further agrees that each of the foregoing covenants and
agreements shall be enforceable by Landlord and by any partner of Landlord and
shall be applicable to any actual or alleged non-disclosure made respecting this
Lease or the Leased Premises or any actual or alleged failure, default or breach
of any covenant or agreement either expressly or implicitly contained in this
Lease or imposed by statute or at common law.

     12.5  TENANT'S WAIVER: Landlord and Tenant agree that the provisions of
Article 12.3 above are intended to supersede and replace the provisions of
California Civil Code 1932(1), 1941 and 1942, and accordingly, Tenant hereby
waives the provisions of Section 1932(1), 1941 and 1942 of the California Civil
Code and/or any similar or successor Law regarding Tenant's right to terminate
this Lease or to make repairs and deduct the expenses of such repairs from the
rent due under this Lease. Tenant hereby waives any right of redemption or
relief from forfeiture under the Laws of the State of California, or under any
other present or future Law, in the event Tenant is evicted or Landlord takes
possession of the Leased Premises by reason of any default by Tenant.

                                  ARTICLE 13

                              GENERAL PROVISIONS

     13.1  TAXES ON TENANT'S PROPERTY: Tenant shall pay before delinquency any
and all taxes, assessments, license fees, use fees, permit fees and public
charges of whatever nature or description levied, assessed or imposed against
Tenant or Landlord by a governmental agency arising out of, caused by reason of
or based upon Tenant's estate in this Lease, Tenant's ownership of property;
improvements made by Tenant to the Leased Premises, improvements made by
Landlord for Tenant's use within the Leased Premises, Tenant's use (or estimated
use) of public facilities or services or Tenant's consumption (or estimated
consumption) of public utilities, energy, water or other resources.  On demand
by Landlord, Tenant shall furnish Landlord with satisfactory evidence of these
payments.  If any such taxes, assessments, fees or public charges are levied
against Landlord, Landlord's property, the Building or the Project, or if the
assessed value of the Building or the Project is increased by the inclusion
therein of a value placed upon same, then Landlord, after giving written notice
to Tenant, shall have the right, regardless of the validity thereof, to pay such
taxes, assessment, fee or public charge and bill Tenant, as Additional Rent, the
amount of such taxes, assessment, fee or public charge so paid on Tenant's
behalf.  Tenant shall, within ten days from the date it receives an invoice from
Landlord setting forth the amount of such taxes, assessment, fee or public
charge so levied, pay to Landlord, as Additional Rent, the amount set forth in
said invoice.  Failure by Tenant to pay the amount so invoiced within said ten
day period shall be conclusively deemed a default by Tenant under this Lease.
Tenant shall have the right, and with Landlord's full cooperation if Tenant is
not then in default under the terms of this Lease, to bring suit in any court of
competent jurisdiction to recover from the taxing authority the amount of any
such taxes, assessment, fee or public charge so paid.

     13.2  HOLDING OVER: This Lease shall terminate without further notice on
the Lease Expiration Date (as set forth in Article 1) (see attached). Any
holding over by Tenant after expiration of the Lease Term shall neither
constitute a renewal nor extension of this Lease nor give Tenant any rights in
or to the Leased Premises except as expressly provided in this Article. Any such
holding over shall be deemed an unlawful detainer of the Leased Premises unless
Landlord has consented to same. Any such holding over to which Landlord has
consented shall be construed to be a tenancy from month to month, on the same
terms and conditions herein specified insofar as applicable, except that the
Base Monthly Rent shall be increased to an amount equal to one hundred fifty
percent of the Base Monthly Rent payable during the last full month immediately
preceding such holding over.

     13.3  SUBORDINATION TO MORTGAGES: This Lease is subject and subordinate to
all underlying ground leases and to all mortgages and deeds of trust which
affect the Building and are of public record as of the Effective Date of this
Lease, and to all renewals, modifications, consolidations, replacements and
extensions thereof.  However, if the lessor under any such

                                      25.
<PAGE>

ground lease or any Lender holding any such mortgage or deed of trust shall
advise Landlord that it desires or requires this Lease to be made prior and
superior thereto, then, upon written request of Landlord to Tenant, Tenant shall
promptly execute, acknowledge and deliver any and all documents or instruments
which Landlord and such lessor or Lender deem necessary or desirable to make
this Lease prior thereto. Tenant hereby consents to Landlord's ground leasing
the land underlying the Building and/or encumbering the Building as security for
future loans on such terms as Landlord shall desire, all of which future ground
leases, mortgages or deeds of trust shall be subject and subordinate to this
Lease. However, if any lessor under any such future ground lease or any Lender
holding such future mortgage or deed of trust shall desire or require that this
Lease be made subject and subordinate to such future ground lease, mortgage or
deed of trust, then Tenant agrees, within ten days after Landlord's written
request therefore, to execute, acknowledge and deliver to Landlord any and all
documents or instruments requested by Landlord or such lessor or Lender as may
be necessary or proper to assure the subordination of this Lease to such future
ground lease, mortgage or deed of trust; but only if such lessor or Lender (see
attached) agrees to recognize Tenant's rights under this Lease and not to
disturb Tenant s quiet possession of the Leased Premises so long as Tenant is
not in default under this Lease.

     13.4  TENANT'S ATTORNMENT UPON FORECLOSURE: Tenant shall, upon request,
attorn (i) to any purchaser of the Building at any foreclosure sale or private
sale conducted pursuant to any security instrument encumbering the Building,
(ii) to any grantee or transferee designated in any deed given in lieu of
foreclosure of any security interest encumbering the Building, or (iii) to the
lessor under any underlying ground lease of the land underlying the Building,
should such ground lease be terminated; provided that such purchaser, grantee or
lessor recognizes Tenant's rights under this Lease.

     13.5  MORTGAGEE PROTECTION: In the event of any default on the part of
Landlord, Tenant will give notice by registered mail to any Lender or lessor
under any underlying ground lease who shall have requested, in writing, to
Tenant that it be provided with such notice, and Tenant shall offer such Lender
or lessor a reasonable opportunity to cure the default, including time to obtain
possession of the Leased Premises by power of sale or judicial foreclosure or
other appropriate legal proceedings if reasonably necessary to effect a cure.

     13.6  ESTOPPEL CERTIFICATES: Tenant will, following any request by
Landlord, promptly execute and modified, stating the nature of such modification
and certifying that this Lease is unmodified and in full force and effect, or,
if modified, stating the nature of such modification and certifying that this
Lease, as so modified, is in full force and effect, (ii) stating the date to
which the rent and other charges are paid in advance, if any, (iii)
acknowledging that there are not, to Tenant s knowledge, any uncured defaults on
the part of Landlord hereunder, or specifying such defaults if any are claimed,
and (iv) certifying such other information about this Lease as may be reasonably
requested by Landlord. Tenant's failure to execute and deliver such estoppel
certificate within ten days after Landlord's request therefore shall be a
material default by Tenant under this Lease, and Landlord shall have all of the
rights and remedies available to Landlord as Landlord would otherwise have in
the case of any other material default by Tenant, including the right to
terminate this Lease and sue for damages proximately caused thereby, it being
agreed and understood by Tenant that Tenant's failure to so deliver such
estoppel certificate in a timely manner could result in Landlord being unable to
perform committed obligations to other third parties which were made by Landlord
in reliance upon this covenant of Tenant. Landlord and Tenant intend that any
statement delivered pursuant to this Article may be relied upon by any Lender or
purchaser or prospective Lender or purchaser of the Building, the Project, or
any interest therein.

     13.7  TENANT'S FINANCIAL INFORMATION: Tenant shall, within ten business
days after Landlord's request therefore, deliver to Landlord a copy of a current
financial statement, including an income statement and balance sheet, and any
such other information reasonably requested by Landlord regarding Tenant's
financial condition (see attached). Tenant acknowledges, that Landlord has and
will rely on the truth and accuracy of the information provided by Tenant to
Landlord both prior to and during the term of the Lease. Landlord shall be
entitled to disclose such financial statements or other information to its
Lender, to any present or prospective principal of or investor in Landlord, or
to any prospective Lender or purchaser of the Building, the Project or any
portion thereof or interest therein. Any such financial statement or other
information which is marked "confidential" or "company secrets" (or is otherwise
similarly marked by Tenant) shall be confidential and shall not be disclosed by
Landlord to any

                                      26.
<PAGE>

third party except as specifically provided in this Article, unless the same
becomes a part of the public domain without the fault of Landlord.

     13.8   TRANSFER BY LANDLORD: Landlord and its successors in interest shall
have the right to transfer their interest in the Building, the Project, or any
portion thereof at any time and to any person or entity.  In the event of any
such transfer, the Landlord originally named herein (and in the case of any
subsequent transfer, the transferor), from the date of such transfer, (i) shall
be automatically relieved, without any further act by any person or entity, of
all liability for the performance of the obligations of the Landlord hereunder
which may accrue after the date of such transfer and (ii) shall be relieved of
all liability for the performance of the obligations of the Landlord hereunder
which have accrued before the date of transfer if its transferee agrees to
assume and perform all such prior obligations of the Landlord hereunder.  Tenant
shall attorn to any such transferee.  After the date of any such transfer, the
term "Landlord" as used herein shall mean the transferee of such interest in the
Building or the Project.

     13.9   FORCE MAJEURE: The obligations of each of the parties under this
Lease (other than the obligation to pay money) shall be temporarily excused if
such party is prevented or delayed in performing such obligation by reason of
any strikes, lockouts or labor disputes; inability to obtain labor, materials,
fuels or reasonable substitutes therefore; governmental restrictions,
regulations, controls, action or inaction; civil commotion; inclement weather,
fire or other acts of God; or other causes (except financial inability) beyond
the reasonable control of the party obligated to perform (including acts or
omissions of the other party for a period equal to the period of any such
prevention, delay or stoppage.

     13.10  NOTICES: Any notice required or desired to be given by a party
regarding this Lease shall be in writing and shall be personally served, or in
lieu of personal service may be given by: (i) delivery by Federal Express,
United Parcel Service or similar commercial service, (ii) electronic facsimile
transmission, or (iii) by depositing such notice in the United States mail,
postage prepaid, addressed to the other party as follows:

            A.   If addressed to Landlord, to Landlord at its Address for
Notices (as set forth in Article 1).

            B.   If addressed to Tenant, to Tenant at its Address for Notices
(as set forth in Article 1).

Any notice given by registered mail shall be deemed to have been given on the
third business day after its deposit in the United States mail.  Any notice
given by certified mail shall be deemed given on the date receipt was
acknowledged to the postal authorities.  Any notice given by mail other than
registered or certified mail shall be deemed given only if received by the other
party, and then on the date of receipt.  In the event of notice by electronic
facsimile transmission or commercial carrier, notice shall be deemed received on
the date of confirmation documented by the transmission or carrier.  Each party
may, by written notice to the other in the manner aforesaid, change the address
to which notices addressed to it shall thereafter be mailed.

     13.11  ATTORNEYS' FEES: In the event any party shall bring any action,
arbitration proceeding or legal proceeding alleging a breach of any provision of
this Lease to recover rent, to terminate this Lease, or to enforce, protect,
determine or establish any term or covenant of this Lease or rights or duties
hereunder of either party, the prevailing party shall be entitled to recover
from the non-prevailing party as a part of such action or proceeding, or in a
separate action for that purpose brought within one year from the determination
of such proceeding, reasonable attorneys' fees, expert witness fees, court costs
and other reasonable expenses incurred by the prevailing party.  In the even
that Land rd shall be required to retain counsel to enforce any provision of
this Lease (see attached), and if Tenant shall thereafter cure (or desire to
cure) such default, Landlord shall be conclusively deemed the prevailing patty,
and Tenant shall pay to Landlord all attorneys' fees, expert witness fees, court
costs and other reasonable expenses so incurred by Landlord promptly upon
demand.  Landlord may enforce this provision by either (i) requiring Tenant to
pay such fees and costs as a condition to curing its default or (ii) bringing a
separate action to enforce such payment, it being agreed by and between Landlord
and Tenant that Tenant's failure to pay such fees and costs upon demand shall
constitute a breach of this Lease in the same manner as a failure by Tenant to
pay the Base Monthly Rent, giving Landlord the same rights and remedies as if
Tenant failed to pay the Base Monthly Rent.

                                      27.
<PAGE>

     13.12  DEFINITIONS: Any term that is given a special meaning by any
provision in this Lease shall, unless otherwise specifically stated, have such
meaning whenever used in this Lease or in any Addenda or amendment hereto.  In
addition to the terms defined in Article 1, the following terms shall have the
following meanings:

            A.   REAL PROPERTY TAXES: The term "Real Property Tax" or "Real
Property Taxes" shall each mean (i) all taxes, assessments, levies and other
charges of any kind or nature whatsoever, general and special, foreseen and
unforeseen (including all installments of principal and interest required to pay
any general or special assessments for public improvements and any increases
resulting from reassessments caused by any change in ownership or new
construction), now or hereafter imposed by any governmental or quasi-
governmental authority or special district having the direct or indirect power
to tax or levy assessments, which are levied or assessed for whatever reason
against the Project or any portion thereof, or Landlord's interest therein, or
the fixtures, equipment and other property of Landlord that is an integral part
of the Project and located thereon, or Landlord's business of owning, leasing or
managing the Project or the gross receipts, income or rentals from the Project;
(ii) all charges, levies or fees imposed by any governmental authority against
Landlord by reason of or based upon the use of or number of parking spaces
within the Project, the amount of public services or public utilities used or
consumed (e.g.  water, gas, electricity, sewage or surface water disposal) at
the Project, the number of persons employed by tenants of the Project, the size
(whether measured in area, volume, number of tenants or whatever) or the value
of the Project, or the type of use or uses conducted within the Project; and
(iii) all costs and fees (including attorneys' fees) incurred by Landlord in
contesting any Real Property Tax and in negotiating with public authorities as
to any Real Property Tax.  If, at any time during the Lease Term, the taxation
or assessment of the Project prevailing as of the Effective Date of this Lease
shall be altered so that in lieu of or in addition to any Real Property Tax
described above there shall be levied, assessed or imposed (whether by reason of
a change in the method of taxation or assessment, creation of a new tax or
charge, or any other cause) an alternate, substitute, or additional tax or
charge (i) on the value, size, use or occupancy of the Project or Landlord's
interest therein or (ii) on or measured by the gross receipts, income or rentals
from the Project, or on Landlord's business of owning, leasing or managing the
Project or (iii) computed in any manner with respect to the operation of the
Project, then any such tax or charge, however designated, shall be included
within the meaning of the terms "Real Property Tax" or "Real Property Taxes" for
purposes of this Lease.  If any Real Property Tax is partly based upon property
or rents unrelated to the Project, then only that part of such Real Property Tax
that is fairly allocable to the Project shall be included within the meaning of
the terms "Real Property Tax" or "Real Property Taxes".  Notwithstanding the
foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not
include estate, inheritance, transfer, gift or franchise taxes of Landlord or
the federal or state income tax imposed on Landlord's income from all sources.

            B.   LANDLORD'S INSURANCE COSTS: The term "Landlord's Insurance
Costs" shall mean the costs to Landlord to carry and maintain the policies of
fire and property damage insurance, including quake and flood, for the Project
and general liability insurance required, or permitted, to be carried by
Landlord pursuant to Article 9, together with any deductible amounts paid by
Landlord upon the occurrence of any insured casualty or loss.

            C.   PROJECT MAINTENANCE COSTS: The term "Project Maintenance Costs"
shall mean all costs and expenses (except Landlord's Insurance Costs and Real
Property Taxes) paid or incurred by Landlord in protecting, operating,
maintaining, repairing and preserving the Project and all parts thereof,
including without limitation, (i) professional management fees (equal to three
percent of the annualized Base Monthly Rent), (ii) the amortizing portion of any
costs incurred by Landlord in the making of any modifications, alterations or
improvements as set forth in Article 6, which are so amortized during the Lease
Term, (iii) costs of complying with governmental regulations governing Tenant's
use of Hazardous Materials, and Landlord's costs of monitoring Tenant's use of
Hazardous Materials including fees charged by Landlord's consultants to
periodically inspect the Premises and the Property, and (iv) such other costs as
may be paid or incurred with respect to operating, maintaining and preserving
the Project, such as repairing replacing and resurfacing the exterior surfaces
of the buildings (including roofs), repairing, replacing, and resurfacing paved
areas, repairing structural parts of the buildings, cleaning, maintaining,
repairing, or replacing the interior of the Leased Premises both during the
Lease Term and upon the termination of the Lease, and maintaining, repairing or
replacing, when necessary electrical, plumbing, sewer, drainage, heating,
ventilating and air conditioning systems serving the buildings, providing

                                      28.
<PAGE>

utilities to the common areas, maintenance, repair, replacement or installation
of lighting fixtures, directional or other signs and signals, irrigation or
drainage systems, trees, shrubs, materials, maintenance of all landscaped areas,
and depreciation and financing costs on maintenance and operating machinery and
equipment (if owned) and rental paid for such machinery and equipment (if
leased). [see insert]

          D.   READY FOR OCCUPANCY: The term "Ready for Occupancy" shall mean
the date upon which (i) the Leased Premises are available for Tenant's occupancy
in a broom clean condition and (ii) the improvements, if any, to be made to the
Leased Premises by Landlord as a condition to Tenant's obligation to accept
possession of the Leased Premises have been substantially completed and the
appropriate governmental building department (i.e. the City building department,
if the Project is located within a City, or otherwise the County building
department) shall have approved the construction of the improvements as
substantially complete or is willing to so approve the construction of such
improvements as substantially complete subject only to compliance with specified
conditions which are the responsibility of Tenant to satisfy or is willing to
allow Tenant to occupy subject to its receiving assurances that specified work
will be completed.

          E.   TENANT'S PROPORTIONATE SHARE: The term "Tenant's Proportionate
Share" or "Tenant's Share", as used with respect to an item pertaining to the
Building, shall each mean that percentage obtained by dividing the leasable
square footage contained within the Leased Premises (as set forth in Article 1)
by the total leasable square footage contained within the Building as the same
from time to time exists or, as used with respect to an item pertaining to the
Project, shall each mean that percentage obtained by dividing the leasable
square footage contained within the Leased Premises (as set forth in Article 1)
by the total leasable square footage contained within the Project as the same
from time to time exists, unless, as to any given item, such a percentage
allocation unfairly burdens or benefits a given tenant(s), in which case
Landlord shall have the exclusive right to equitably allocate such item so as to
not unfairly burden or benefit any given tenant(s).  Landlord's determination of
any such special allocation shall be final and binding upon Tenant unless made
in bad faith.

          F.   BUILDING'S PROPORTIONATE SHARE: The term "Building's
Proportionate Share" or "Building's Share" shall each mean that percentage which
is obtained by dividing the leasable square footage contained within the
Building by the leasable square footage contained within all buildings located
within the Project, unless, as to any given item, such a percentage allocation
unfairly burdens or benefits a given building(s), in which case Landlord shall
have the exclusive right to equitably allocate such item so as to not unfairly
burden or benefit any given building(s).  Landlord's determination of any such
special allocation shall be final and binding upon Tenant unless made in bad
faith.

          G.   BUILDING OPERATING EXPENSES: The term "Building Operating
Expenses" shall mean and include the Building's Share of all Real Property
Taxes, plus the Building's Share of all Landlord's Insurance Costs, plus the
Building's Share of all Project Maintenance Costs, plus an accounting fee equal
to five percent of all such costs.

          H.   LAW: The term "Law" shall mean any judicial decision and any
statute, constitution, ordinance, resolution, regulation, rule, administrative
order, or other requirement of any municipal, county, state, federal, or other
governmental agency or authority having jurisdiction over the parties to this
Lease, the Leased Premises, the Building or the Project, or any of them in
effect either at the Effective Date of this Lease or at any time during the
Lease Term, including, without limitation, any regulation, order, or policy of
any quasi-official entity or body (e.g. a board of fire examiners or a public
utility or special district).

          I.   LENDER: The term "Lender" shall mean the holder of any Note or
other evidence of indebtedness secured by the Project or any portion thereof.

          J.   PRIVATE RESTRICTIONS: The term "Private Restrictions" shall mean
all recorded covenants, conditions and restrictions, private agreements,
easements, and any other recorded instruments affecting the use of the Project,
as they may exist from time to time.

          K.   RENT: The term "rent" shall mean collectively Base Monthly Rent
and all Additional Rent.

                                      29.
<PAGE>

     13.13  GENERAL WAIVERS: One party's consent to or approval of any act by
the other party, requiring the first party's consent or approval shall not be
deemed to waive or render unnecessary the first party's consent to or approval
of any subsequent similar act by the other party.  No waiver of any provision
hereof or any breach of any provision hereof shall be effective unless in
writing and signed by the waiving party.  The receipt by Landlord of any rent or
payment with or without knowledge of the breach of any other provision hereof
shall not be deemed a waiver of any such breach.  No waiver of any provision of
this Lease shall be deemed a continuing waiver unless such waiver specifically
states so in writing and is signed by both Landlord and Tenant.  No delay or
omission in the exercise of any right or remedy accruing to either party upon
any breach by the other party under this Lease shall impair such right or remedy
or be construed as a waiver of any such breach theretofore or thereafter
occurring.  The waiver by either party of any breach of any provision of this
Lease shall not be deemed to be a waiver of any subsequent breach of the same or
any other provisions herein contained.

     13.14  MISCELLANEOUS: Should any provision of this Lease prove to be
invalid or illegal, such invalidity or illegality shall in no way affect, impair
or invalidate any other provision hereof, and such remaining provisions shall
remain in full force and effect.  Time is of the essence with respect to the
performance of every provision of this Lease in which time of performance is a
factor.  Any copy of this Lease which is executed by the parties shall be deemed
an original for all purposes.  This Lease shall, subject to the provisions
regarding assignment, apply to and bind the respective heirs, successors,
executors, administrators and assigns of Landlord and Tenant.  The term "party"
shall mean Landlord or Tenant as the context implies.  If Tenant consists of
more than one person or entity, then all members of Tenant shall be jointly and
severally liable hereunder.  This Lease shall be construed and enforced in
accordance with the Laws of the State in which the Leased Premises are located.
The language in all parts of this Lease shall in all cases be construed as a
whole according to its fair meaning, and not strictly for or against either
Landlord or Tenant.  The captions used in this Lease are for convenience only
and shall not be considered in the construction or interpretation of any
provision hereof.  When the context of this Lease requires, the neuter gender
includes the masculine, the feminine, a partnership or corporation or joint
venture, and the singular includes the plural.  The terms "must", "shall",
"will" and "agree" are mandatory.  The term "may" is permissive.  When a party
is required to do something by this Lease, it shall do so at its sole cost and
expense without right of reimbursement from the other party unless specific
provision is made therefore.  Where Tenant is obligated not to perform any act
or is not permitted to perform any act, Tenant is also obligated to restrain any
others reasonably within its control, including agents, invitees, contractors,
subcontractors and employees, from performing said act.  Landlord shall not
become or be deemed a partner or a joint venturer with Tenant by reason of any
of the provisions of this Lease.

                                  ARTICLE 14

                              CORPORATE AUTHORITY
                         BROKERS AND ENTIRE AGREEMENT

     14.1   CORPORATE AUTHORITY: If Tenant is a corporation, each individual
executing this Lease on behalf of said corporation represents, and warrants that
Tenant is validly formed and duly authorized and existing, that Tenant is
qualified to do business in the State in which the Leased Premises are located,
that Tenant has the full right and legal authority to enter into this Lease,
that he or she is duly authorized to execute and deliver this Lease on behalf of
Tenant in accordance with the bylaws and/or a board of directors' resolution of
Tenant, and that this Lease is binding upon Tenant in accordance with its terms.

     14.2   BROKERAGE COMMISSIONS: Tenant warrants that it has not had any
dealings with any real estate broker(s), leasing agent(s), finder(s) or
salesmen, other than those persons or entities named in Article I as the
"Brokers" with respect to the lease by it of the Leased Premises pursuant to
this Lease, and that it will indemnify, defend with competent counsel, and hold
Landlord harmless from any liabilities for the payment of any real estate
brokerage commissions, leasing commissions or finder's fees claimed by any other
real estate broker(s), leasing agent(s), finder(s) or salesmen to be earned or
due and payable by reason of Tenant's agreement or promise (implied or
otherwise) to pay (or have Landlord pay) such a commission or finder's fee by
reason of its leasing the Leased Premises pursuant to this Lease.

                                      30.
<PAGE>

     14.3   ENTIRE AGREEMENT: This Lease, the Exhibits (as described in Article
1) and the Addenda (as described in Article 1), which Exhibits and Addenda are
by this reference incorporated herein, constitute the entire agreement between
the parties, and there are no other agreements, understandings or
representations between the parties relating to the lease by Landlord of the
Leased Premises to Tenant, except as expressed herein. No subsequent changes,
modifications or additions to this Lease shall be binding upon the parties
unless in writing and signed by both Landlord and Tenant.

     14.4   LANDLORD'S REPRESENTATIONS: Tenant acknowledges that neither
Landlord nor any of its agents made any representations or warranties respecting
the Project, the Building or the Leased Premises, upon which Tenant relied in
entering into this Lease, which are not expressly set forth in this Lease.
Tenant further acknowledges that neither Landlord nor any of its agents made any
representations as to (i) whether the Leased Premises may be used for Tenant's
intended use under existing Law or (ii) the suitability of the Leased Premises
for the conduct of Tenant's business or (iii) the exact square footage of the
Leased Premises, and that Tenant relied solely upon its own investigations
respecting said matters. Tenant expressly waives any and all claims for damage
by reason of any statement, representation, warranty, promise or other agreement
of Landlord or Landlord's agent(s), if any, not contained in this lease or in
any Addenda hereto.

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the
respective dates below set forth with the intent to be legally bound thereby as
of the Effective Date of this Lease.

AS LANDLORD:                             AS TENANT:

PEN Associates                           Asyst Technologies, Inc.
a California limited partnership         a Delaware corporation



By:    /s/ Pen Associates                By:    /s/ Douglas J. McCutcheon
       -------------------------------          -------------------------------
Title: General Partner                   Title: Senior Vice President
       -------------------------------          Chief Financial Officer
                                                -------------------------------

By:    _______________________________
                                         Dated: 10-31-97
Title: General Partner                          -------------------------------
       -------------------------------

Dated: _______________________________

If Tenant is a CORPORATION, the authorized officers must sign on behalf of the
corporation and indicate the capacity in which they are signing.  This Lease
must be executed by the chairman of the board, president or vice president, and
the secretary, assistant secretary, the chief financial officer or assistant
treasurer, unless the bylaws or a resolution of the board of directors shall
otherwise provide, in which event a certified copy of the bylaws or a certified
copy of the resolution, as the case may be, must be attached to this Lease.

                                      31.
<PAGE>

                            FIRST ADDENDUM TO LEASE

THIS FIRST ADDENDUM.TO LEASE ("Addendum") is made to that Industrial Space Lease
dated as of December 14, 1997 (the "Lease") by and between PEN Associates, a
California general partnership (as "Landlord"), and Asyst Technologies, Inc., a
Delaware corporation (as "Tenant"), for the lease of space located at 48633 Warm
Springs Boulevard, Fremont, California (the "Leased Premises").  The parties
hereto agree that the Lease is amended, changed and modified by the following
provisions, which are hereby added to the Lease:

Unless otherwise expressly provided herein, all terms which are given a special
definition by the Lease that are used herein are intended to be used with the
definition given to them by the Lease.  The provisions of the Lease shall remain
in full force and effect except as specifically amended hereby.  In the event of
any inconsistency between the Lease and this Addendum, the terms of this
Addendum shall prevail.

The Following are inserts to the text of the Lease located in the areas
specified as "see insert: or "see attached":

2.1    upon 48 hours' notice to Tenant

2.3    subject to Tenants' option to renew pursuant to Article 16

2.4    in which event Landlord shall immediately return to Tenant any and all
       funds therefore delivered by Tenant to Landlord.

2.5    subject to section 2.4 hereof.

Insert Section 2.5.

Notwithstanding any other provision of this Lease, Landlord represents to Tenant
to the best of its knowledge that on the commencement of the term hereof, the
Leased Premises and any improvements to be constructed by Landlord (a) shall be
free from material structural defects and (b) shall comply with building codes
maintained by the City of Fremont at the time the various improvements were
constructed.  Landlord's belief is based on approvals granted by the City of
Fremont and on no other information.  In the event that the foregoing
representations are not true, Landlord shall rectify said conditions at its sole
cost.

2.6    ordinary wear and tear excepted

2.6    (second attachment) provided, that Tenant shall not be required to remove
       any improvement for which Tenant has obtained Landlord's consent in
       writing that the improvements may remain upon the termination of this
       lease.

3.4    interest rate of Wells Fargo Bank prime lending rate plus three percent
       (3%)

3.5    except as expressly provided in this lease,

3.7    and any other funds held by Landlord which Tenant is entitled to have
       returned or reimbursed

3.7    (second attachment) and any such additional funds

4.2    without Landlord's prior written consent, not to be unreasonably withheld
       or delayed,

4.9    such determination of an emergency being reasonably made by Landlord.

4.10   except to the extent that Tenant's access to the Leased Premises is
       impaired

4.12   provided Landlord's actions shall not materially interfere with Tenant's
       use of the Premises

4.14B  as a result of the acts or omissions of Tenant, Tenant's agents,
       Permitees, or invitees

                                      32.
<PAGE>

Insert Section 4.14.H.

Notwithstanding any other provision of this Lease, Landlord represents to Tenant
to the best of its knowledge that on the commencement of the term hereof, the
Leased Premises are free from contamination by any Hazardous Materials in
violation of any governmental regulation known to Landlord (and for purposes of
this section, the Leased Premises shall be deemed to include the underlying soil
and ground water).  Landlord also shall protect, indemnify, defend, and hold
Tenant harmless from and against any and all liability, loss, suits, claims,
actions, costs, and expense (including, without limitation, attorneys' fees)
arising from any contamination of the Leased Premises (including the underlying
land and ground water) by any Hazardous Materials known to Landlord existing
prior to the Lease Commencement Date in violation of any governmental
regulation.  The provisions of this section shall survive the termination of
this Lease.

5.1    after providing five business days' prior written notice to Tenant,

5.4    except as a result of Landlord's negligence or willful misconduct,

6.1    consistent with those used by Landlord.

6.2    provided that Tenant shall not be required to remove any modification,
       alteration or improvement for which Tenant has obtained Landlord's
       consent, that the improvements could remain at the termination of the
       lease.

6.3    three percent in excess of the Wells Fargo Bank prime lending rate

7.1    which consent shall not be unreasonably withheld or delayed

7.5    and reasonable legal expenses and the cost of improvements specifically
       approved by Landlord in writing which Landlord agrees may remain in the
       building following the expiration of the Lease

8.2    occurred during the term of this Lease and

9.3    and its respective partners and officers, agents, employees and servants,

10.2   Notwithstanding any of the foregoing, if the casualty is the result of
       Landlord's active gross negligence or willful misconduct.  Landlord shall
       restore the Leased Premises regardless of any insufficiency or lack of
       insurance proceeds.

11.3   This section is governed by same terms as permanent taking

12.1B  within five business days of the date the same was

12.1C  unless such default can not be reasonably cured within said fifteen day
       period in which case Tenant shall not be in default if it proceeds to and
       does cure the default in a reasonable time period

12.1   (second see attached) and Tenant continued doing or permitting such act,
       use or thing five business days following receipt of written notification
       thereof by Landlord

12.2   without cure within the applicable cure period, if any, provided herein

12.2   (second see attached) without cure within the applicable cure period, if
       any, provided herein

13.2   or upon the expiration of the Renewal Term pursuant to Article 11

13.3   executes, acknowledges, and delivers to Tenant a non-disturbance
       agreement on which such lessor or lender

13.6   Landlord shall provide estoppel certificates to Tenant for Tenant's
       benefit within the same time period as required of Tenant in this section
       13.6.

                                      33.
<PAGE>

13.7   provided that Tenant shall not be required to provide any financial
       information, which it deems to be confidential and of a non-public nature
       so long as Tenant remains a public corporation

13.11  after the expiration of any applicable cure period provided herein,

Insert Section 13.12.C.:

Notwithstanding anything to the contrary contained herein, the following shall
not be included in the costs of operation and maintenance referred to herein:

       1.  Leasing commissions, attorneys' fees, costs, disbursements, and other
       expenses incurred in connection with negotiations or disputes with
       tenants (other than Tenant), or in connection with leasing, renovating,
       or improving space for tenants or other occupants or prospective tenants
       or other occupants of the building or land upon which the Leased Premises
       are located.

       2.  The cost of any service sold to any tenant (other than Tenant) or
       other occupant for which Landlord is entitled to be reimbursed by that
       tenant.

       3.  Any depreciation on the building except as provided elsewhere in this
       Lease.

       4.  Omitted

       5.  Expenses in connection with services or other benefits of a type that
       are not provided to Tenant but which are provided another tenant or
       occupant of the building or land upon which the Leased Premises are
       located for the exclusive benefit of the other tenant or occupant.

       6.  Costs incurred due to Landlord's violation of any terms or conditions
       of this Lease.

       7.  Overhead profit increments paid to Landlord's subsidiaries or
       affiliates for management or other services on or to the building or for
       supplies or other materials to the extent that the cost of the services,
       supplies, or materials exceeds the cost that would reasonably have been
       paid had the services, supplies, or materials been provided by
       unaffiliated parties on a competitive basis.

       8.  All interest, loan fees, and other carrying costs related to any
       mortgage or deed of trust (except as otherwise provided in this Lease),
       and all rental and other payments due under any ground or underlying
       lease, or any lease for any equipment ordinarily considered to be of a
       capital nature (except janitorial equipment which is not affixed to the
       building and except as otherwise provided in this Lease).

       9.  Landlord's property management and administrative expenses and
       personnel costs except as provided in this Lease.

       10.  Advertising and promotional expenditures.

       11.  Costs of repairs and other work occasioned by fire, windstorm, or
       other casualty of an insurable nature but only to the extent of insurance
       proceeds actually received by Landlord and subject to other provisions of
       this Lease.

       12.  Any costs, fines, or penalties incurred due to violations by
       Landlord of any governmental rule or authority provided Tenant has not
       contributed to the violation as a result of its actions or inactions or
       the actions or inactions of those for whom Tenant is responsible.

       13.  Costs for sculpture, paintings, or other objects of art (nor
       insurance thereon or extraordinary security in connection therewith).

       14.  Wages, salaries, or other compensation paid to any executive
       employees above the grade of building manager.

                                      34.
<PAGE>

     15.  The cost of correcting any building code or other violations which
     were violations prior to the Commencement Date.

     16.  Payment for work that does not directly benefit the Leased Premises,
     the Building, and/or the Property.

New Sections

15:  1.  Space Delivered "AS IS" when DecisionOne and Quantel vacate the
premises. Lease to commence immediately thereafter.

16.  Option to Renew: Landlord hereby grants to Tenant the option to renew the
Lease, for an additional term of five (5) years (the "Renewal Term") with the
option commencing on the expiration of the Lease (the "First Renewal
Commencement Date") and ending five (5) years thereafter (the "First Renewal
Expiration Date").

1.   The lease of the Leased Premises for the Renewal Term shall be on the same
terms and conditions as set forth in the Lease, except:

     A.   That the rental for the Leased Premises during the Renewal Term shall
be as set forth below in Paragraph 3, and

     B.   That the Security Deposit shall be increased to the rental amount
determined in Paragraph 3 (the "Increased Security Deposit Amount").

2.   Tenant shall notify Landlord of Tenant's exercise of its right to renew the
Lease for the Renewal Term only by giving to Landlord written notice not sooner
than eight (8) months prior to the Renewal Commencement Date and not later than
six (6) months prior to the Renewal Commencement Date (time is expressly of the
essence to Landlord).  Any attempted exercise of this Option made other than
within the time period stated or in the manner stated shall be void and of no
force or effect.  In the event that Tenant does not or is not entitled to
exercise its option Tenant shall have no further rights hereunder.

3.   If Tenant shall have properly and timely exercised its right to extend the
term of the Lease, the term of the Lease shall be so extended for the Renewal
Term on the same terms and conditions contained in the Lease; provided, however,
the Base Monthly Rent for each month of the first thirty (30) months of the
Renewal Term shall be calculated as follows: The new Base Monthly Rent for the
Renewal Term shall be the greater of: (i) the Base Monthly Rent being paid by
Tenant to Landlord during the final full month of the final year of the initial
Lease Term, or (ii) the Then Market Rental Rate for the Lease Premises.

4.   The term "Then Monthly Market Rental Rate" shall be determined by mutual
agreement between Landlord and Tenant or, in the event such agreement cannot be
made within ten (10) days from the date Tenant shall have exercised this option,
Landlord and Tenant shall each appoint a real estate appraiser with at least
five (5) years full-time commercial/industrial appraisal experience in Santa
Clara County to appraise and determine the fair market monthly rental rate the
Leased Premises, in their then existing condition for the use specified in the
Lease could be leased for, on the same terms and conditions set forth in the
Lease, to a qualified tenant ready, willing and able to lease the Leased
Premises for a term equal to the Renewal Term.

If either party does not appoint an appraiser within ten (10) days after the
other party has given notice of the name of its appraiser, the other party can
then apply to the President of the Santa Clara County Real Estate Board or the
presiding Judge of the Superior Court of that County for the selection of a
second appraiser who meets the qualifications stated above.  The failing party
shall bear the cost of appointing the second appraiser and of paying the second
appraiser's fee.  The two appraisers shall attempt to establish the Then Monthly
Market Rental Rate for the Leased Premises.  If the two appraisers are unable to
agree on the Then Monthly Market Rental Rate for the Leased Premises within ten
(10) days after the second appraiser has been selected or appointed, then the
two appraisers shall attempt to select a third appraiser meeting the
qualifications stated above.  If they fail to agree on a third appraiser, either
party can follow the above procedure for having an appraiser appointed by the
Real Estate Board or a judiciary.  Each of the parties shall bear one-half (1/2)
of the cost of appointing the third appraiser and of paying the third
appraiser's fee.  Unless the three appraisers are able to agree on the Then
Monthly Market Rental Rate for the Leased Premises within ten (10) days after
the selection or

                                      35.
<PAGE>

appointment of the third appraiser, the two appraisal amounts being calculated
most closely together, after having discarded the appraisal amount which most
greatly varies from the other two appraisal amounts, shall be added together
then divided by two (2). The resulting rental amount shall be defined as the
Then Monthly Market Rental Rate for the Leased Premises. In no event, however,
shall the resulting Then Monthly Market Rental Rate for the Renewal Term be less
than the Base Monthly Rent paid during the final full month of the initial Lease
Term.

     The Base Monthly Rent shall be adjusted at the end of the thirtieth (30th)
month of the Renewal Term by multiplying the Base Monthly Rent for the thirtieth
(30th) month times a fraction the numerator of which shall be the Consumer Price
Index published immediately prior to the period including the thirtieth (30th)
month of the Renewal Term and the denominator of which shall be the Consumer
Price Index published immediately prior to the first (1st) month of the Renewal
Term.  In no event, however, shall the Base Monthly Rent for the last thirty
(30) months of either Renewal Term be less than the Base Monthly Rent for the
first thirty (30) months of the Renewal Term.

16   Quiet Enjoyment: Landlord hereby warrants that it is the fee owner of the
Leased Premises, that it has authority to enter into this Lease, and that it
shall take all actions necessary, at its expense, to defend Tenant's right to
possession of the Leased Premises.  Subject to the terms of this Lease and so
long as no default under this Lease shall have occurred and be continuing,
Landlord shall not take any action (nor permit any action by anyone rightfully
claiming by, through or under Landlord (other than Tenant)) that would adversely
affect Tenant's right to peaceably and quietly have, hold and enjoy the Leased
Premises for the Lease Term with respect to any matters arising from and after
the Commencement Date.

IN WITNESS WHEREOF, Landlord and Tenant have executed this First Addendum To
Lease with the intent to be legally bound thereby, to be effective as of the
date the second party signs this First Addendum To Lease.

AS LANDLORD:                                AS TENANT:

PEN Associates                              Asyst Technologies, Inc.
a California limited partnership            a California corporation



By:     /s/ Pen Associates                  By:    /s/ Douglas J. McCutcheon
        ----------------------------               ----------------------------
Title:  General Partner                     Title: Senior Vice President
        ----------------------------               ----------------------------

By:     ____________________________        By:    ___________________________

Title:  General Partner                     Title: ___________________________
        ----------------------------

Dated:                                      Dated: 10-31-97
        ----------------------------               ----------------------------

                                      36.
<PAGE>

                                   EXHIBIT A

                                      1.
<PAGE>

                                   EXHIBIT B

                                      2.
<PAGE>

                                  EXHIBIT "D"

                              ACCEPTANCE AGREEMENT

     This Acceptance Agreement is made as of ___________, 1994, by and between
the parties hereto with regard to that Lease dated __________, 1994, by and
between _____________, a California general partnership, as Landlord
("Landlord"), and __________________, a corporation, as Tenant ("Tenant"),
affecting those premises commonly known as _________________________, located at
_____________________in the City of _________________, State of California (the
"Premises").  The parties agree as follows:

     1.  All improvements required to be constructed by Landlord by the Lease
have been completed in accordance with the terms of the Lease and are hereby
accepted by Tenant, subject to the completion of punchlist items identified on
Exhibit "A" attached hereto.

     2.  Possession of the Premises has been delivered to Tenant and Tenant has
accepted and taken possession of the Premises.

     3.  The Lease Commencement Date is________________,1994.

     4.  The Lease Term shall expire on ____________,19____, unless sooner
terminated according to the terms of the Lease or by mutual agreement.

     5.  The Base Monthly Rent due pursuant to the Lease is as follows:

         _______________________   thru  ___________  _____________

         _______________________   thru  ___________  _____________

         _______________________   thru  ___________  _____________


     6.  Landlord has received a Security Deposit in the amount of ____________
Dollars ($__________).

     7.  Landlord has received Prepaid Rent in the amount of
____________________________ Dollars ($_________), which shall be applied to the
first installment(s) of Base Monthly Rent.

     8.  The Lease is in full force and effect, neither party is in default of
its obligations under the Lease, and Tenant has no setoffs, claims, or defenses
to the enforcement of the Lease.

AS LANDLORD:                                    AS TENANT:

______________________                          ______________________________
a California general partnership                a __________________ corporation


By:     ______________________                  By:    ________________________

Title:  General Partner                         Title: ________________________
        ----------------------

By:     ______________________                  By:    ________________________

Title:  General Partner                         Title: ________________________
        ----------------------

By:     ______________________                  Dated: ________________________

Title:  General Partner
        ----------------------

Dated:  ______________________

                                      3.