EXHIBIT 10.23


                                  LEASE SUMMARY
                        Prepared For StarBase Corporation



Date:            October 22, 1996

Building:        18872 MacArthur Blvd.
                 Irvine, CA 92612

Tenant:          StarBase Corporation

Premises:        Approximately 12,280 rentable square feet located at 18872
                 MacArthur Blvd. Street, Suite 300, Irvine, California 92612.


Term:            Twelve (12) months.

Lease
  Commencement:  February 15, 1997

Security
  Deposit:       Landlord require a security deposit in the amount of $15,964.00

Primary Term Rent:       Months                  Rate/s.f.        Amount
                     ---------------             ---------      ----------
                     2/15/97 - 2/14/98            1.30          $15,964.00
      *Option Year = 2/15/98 - 2/14/99            1.35          $16,578.00
      *Option Year = 2/15/99 - 2/14/00            1.40          $17,192.00

                          *Options must be exercised 90 days prior to lease
                          expiration.  90 days prior to lease expiration, 
                          Landlord reserves the right to show suite to
                          prospective tenants.

Tenant
  Improvements:  Landlord to provide tenant improvements to reception area based
                 on mutually agreed upon space plan. (See schedule H)

Parking:         Tenant will be granted 44 parking spaces.

Operating 
  Expenses:      1997 Base Year

Proportionate
  Share:         12,280 SF +46,621S.F. =26%



<PAGE>


                                 OFFER TO LEASE

To:     The Provider Fund

1. The  undersigned  offeror,  having  inspected  the premises or plans  thereto
offers to lease the premises as outlined in Schedules  "A" and "B" and under the
terms and  conditions  as set forth in the Lease  attached  hereto and forming a
part hereof and initialed by the parties.

2. Cash/Check for $15,964.00  payable to The Provider Fund pending completion or
other termination of this agreement, it is attached hereto to apply as a deposit
on Basic Rent and/or as security deposit which will be returned if this Offer is
not accepted.

3. The Lease shall be drawn by you in accordance with the attached Lease and 
shall be executed by both parties forthwith.

4. It is further understood that all representations made by The Provider Fund 
or any of its representatives, are set out in this agreement.

5. This Offer shall be irrevocable  until November 30, 1996, after which time if
not accepted, this Offer shall be null and void.


         DATED this 22nd day of November, 1996


         Tenant

                /s/ Robert W. Leimena,              CFO
                -------------------------------------------
                  Signature                        Title

         (Note: If a corporation, give title of signing officer and affix seal.)

             The Provider Fund hereby accepts the above Offer.

             DATED this 22nd day of November, 1996.



         The Provider Fund

                /s/ Debra Wodarck,              Director Of Operations
                --------------------------------------------------------
                  Signature                          Title



<PAGE>


                                      INDEX

                                                                       Page

1.      LEASED PREMISES                                                 1

2.      TERM
        (a) Term                                                        1
        (b) Delay in Occupancy                                          1
        (c) Overholding                                                 2

3.      RENT
         (a) Basic Rent                                                 2
         (b) Additional Rent                                            2
                (i) Taxes                                               2
                (ii) Operating Costs                                    2
         (c) Payment- Additional Rent                                   2
         (d) Accrual of Rent                                            3
         (e) Recovery of Rent                                           3
         (f) Limitations                                                3

4.      SECURITY DEPOSIT                                                3

5.      GENERAL COVENANTS
         (a) Landlord's Covenant                                        3
         (b) Tenant's Covenant                                          3

6.      USE AND OCCUPANCY
         (a) Use                                                        3
         (b) Waste, Nuisance, etc                                       4
         (c) Insurance Risks                                            4
         (d) Compliance with Law                                        4
         (e) Environmental Compliance                                   4
         (f) Rules and Regulations                                      4

7.      ASSIGNMENT AND SUBLETTING
         (a) No Assignment Without Consent                              4
         (b) Assignment or Subletting Procedures                        5
         (c) Assumption of Obligations                                  5
         (d) Tenant's Continuing Obligations                            5

8.      REPAIR AND DAMAGE
         (a) Landlord's Repairs to Building and Property                5
         (b) Landlord's Repairs to the Leased Premises                  6
         (c) Tenant's Repairs                                           6
         (d) Indemnification                                            6
         (e) Damage and Destruction                                     6

9.    INSURANCE AND LIABILITY
         (a) Landlord's Insurance                                       7
         (b) Tenant's Insurance                                         7
         (c) Limitation of Landlord's Liability                         8
         (d) Indemnity of Landlord                                      8
         (e) Definition of "Insured Damage"                             8

10.   EVENTS OF DEFAULT AND REMEDIES
         (a) Events of Default and Remedies                             9
         (b) Payment of Rent, etc. on Termination                       9
         (c) Tenant to pay on demand                                   10




                                        i

<PAGE>


                              ADDITIONAL PROVISIONS



11.     Relocation of Leased Premises                                      10
12.     Subordination and Attornment                                       11
13.     Certificates                                                       11
14.     Inspection of and Access to the Leased Premises                    11
15.     Delay                                                              11
16.     Waiver                                                             12
17.     Sale, Demolition and Renovation                                    12
18.     Public Taking                                                      12
19.     Registration of Lease                                              13
20.     Entire Lease Agreement                                             13
21.     Notices                                                            13
22.     Interpretation                                                     13
23.     Extent of Lease Obligations                                        14
24.     Use and Occupancy Prior to Term                                    14
25.     Schedules                                                          14

Definitions of Principal Terms                          Paragraph        Page

Additional Rent                                         3(b)               2
Additional Services                                     3(b)               D-1
Basic Rent                                              3(a)               2
Building                                                1                  1
Fiscal Period                                           3(c)               2
Insured Damage                                          9(e)               9
Landlord                                                                   1
Landlord's Taxes                                        2(a)               C-1
Leased Premises                                         1                  1
Leasehold Improvements                                  1                  F-1
Landlord's Work                                         2                  F-1
Operating Costs                                         5                  D-2
Property                                                1                  1
Public Taking                                           18                 14
Rent                                                    3(d)               14
Tenant                                                                     1
Tenant's Proportionate Share                            2(d)               C-2
Tenant's Proportionate Share                            7                  D-3
Tenant's Taxes                                          2(c)               C-2
Term                                                    2(a)               1



                                       ii

<PAGE>


               THIS AGREEMENT made this 17th day of October, 1996

BETWEEN:

               The Provider Fund,
               a California Limited Partnership having the
               offices of its General Partner,
               COLTON CAPITAL CORPORATION

               having an office at 2302 Martin St. Suite 450
               in the City of Irvine
               County of Orange

               (Hereinafter called the "Landlord")         OF THE FIRST PART,

               .... and ....


               StarBase Corporation.

               having an office at 18872 MacArthur Blvd. Street, Suite 300

               in the City of Irvine
               County of Orange

               (Hereinafter called the "Tenant")           OF THE SECOND PART,

In consideration of the rents,  covenants and agreements  hereinafter contained,
the Landlord and Tenant hereby agree as follows:
                               1. LEASED PREMISES

Leased 
Premises      The  Landlord  does  demise and lease to the Tenant the  premises
              (the "Leased  Premises")  located  in  a  building  (the 
              "Building")  having  a municipal address of 18872 MacArthur Blvd.
              Street, Suite 300, in the City of Irvine, County of Orange, State
              of  California  and known as 18872  MacArthur  Blvd.  Street  (the
              Leased Premises,  the Building,  together with the lands described
              in Schedule "A" attached and present and future improvements, 
              additions and changes thereto being herein called (the 
              "Property"),  the Leased  Premises consisting of  approximately 
              12,280 rentable square feet on the third (3rd) floor(s) as 
              outlined in red on the plan or plans marked  Schedule(s) "B" 
              attached hereto,  excluding the exterior  surfaces of the exterior
              walls of the Leased Premises.
                                     2. TERM

Term          (a)TO HAVE AND TO HOLD the Leased Premises for and during the term
              of Twelve  (12) months  (the  "Term") to be computed from the 15th
              day of February 1997, and to be fully  complete  and  ended on the
              14th day of  February  1998, unless otherwise terminated.
Delay in
Occupancy     (b) If the Leased  Premises or any part thereof are not ready for
              occupancy  on the date of  commencement  of the Term,  no part of
              the "Rent" (as hereinafter defined) or only a proportionate part 
              thereof, in the event that the tenant  shall  occupy a part of the
              Leased  Premises,  shall be payable  for the period prior to the 
              date when the entire Leased Premises are ready for occupancy and
              the full Rent shall accrue only after such last  mentioned  date
              The Tenant agrees to accept any such  abatement  of Rent in full 
              settlement  of all claims which the Tenant might otherwise have by
              reason of the Leased Premises not being ready for occupancy on the
              date of commencement of the Term,  provided that when the Landlord
              has completed  construction of such part of the Leased Premises as
              it is obliged  hereunder to  construct,  the Tenant shall not be 
              entitled to any abatement of Rent for any delay in  occupancy  due
              to the  Tenant's  failure or delay to provide plans or to complete
              any special installations or other work required  for its purposes
              or due to any other  reason,  nor shall the Tenant beentitled to 
              any abatement of Rent for any delay in occupancy if the  Landlord 
              hasbeen unable to complete construction of the Leased Premises by
              reason of such 

                                        1

<PAGE>


              failure or delay by the Tenant. A certificate of the Landlord as
              to the date the Leased Premises were ready for occupancy and such
              construction as the Landlord is obligated to complete is 
              substantially completed, or as to the date upon  which the same 
              would have been ready for occupancy and  completed  respectively 
              but for the failure or delay of the Tenant, shall be conclusive
              and binding on the Tenant and Rent in full shall accrue and become
              payable  from  the  date  set  out in the  said certificate.  Not
              withstanding any delay in occupancy, the   expiration   date  of 
              this  Lease  shall  remain unchanged.

Overholding  (c) If,  at the  expiration  of the  Term or  sooner
             termination hereof, the Tenant shall remain in possession without
             any further written agreement or in circumstances where a tenancy
             would thereby be created by  implication  of law or otherwise,  a
             tenancy from year to year shall not be created by  implication of
             law or otherwise, but the Tenant shall be deemed to be a monthly
             tenant only, at double "Basic Rent" (as hereinafter defined) 
             payable monthly in advance plus "Additional Rent" (as hereinafter
             defined) and otherwise upon and sufject to the same terms and 
             conditions as herein contained, excepting provisions for renewal 
             (if any) and leasehold improvement allowance (if any), contained 
             herein, and nothing,including the acceptance of any Rent by the
             Landlord, for periods other than monthly periods, shall extend thi
             Lease to the contrary except an agreement in writing between the 
             Landlord and the Tenant and the Tenant hereby authorizes the 
             Landlord to apply any monies received from the Tenant in payment
             of such monthly Rent.

                                     3. RENT

Basic Rent   (a)     See Schedule "G".

Additional  
  Rent       (b) The Tenant shall,  without  deduction or right of offset  pay 
             to the  Landlord  yearly  and every year during  the  Term  as
             additional  rental  (hereinafter called "Additional Rent")

                                    (i)     the amounts of any Taxes payable by
                                    the Tenant to the Landlord pursuant to the
                                    provisions of Schedule "C" attached hereto;
                                    and

                                    (ii) the amounts  required to be paid to the
                                    Landlord   pursuant  to  the  provisions  of
                                    Schedule "D" attached hereto.

 Payment     (C)additional  rent shall be paid and adjusted with reference
              to a fiscal period of twelve  calendar  months "fiscal  period"),
              which  shall be a calendar  year unless the  landlord  shall from
              time to  time  have  selected  a  Fiscal  Period  which  is not a
              calendar year by written notice to the Tenant. The Landlord shall
              advise the Tenant in writing of its  estimate  of the  Additional
              Rent to be  payable by the  Tenant  during the Fiscal  Period (or
              broken  portion  of the  Fiscal  Period,  as the case may be,  if
              applicable at the commencement or end of the Term or because of a
              change in Fiscal Period) which  commenced  upon the  commencement
              date of the Term and for each succeeding  Fiscal Period or broken
              portion  thereof which  commences  during the Term. Such estimate
              shall, in every case, be a reasonable  estimate and, if requested
              by the Tenant, shall be accompanied by reasonable  particulars of
              the  manner  in  which it was  calculated.  The  Additional  Rent
              payable by the Tenant shall be paid in equal monthly installments
              in  advance  at the same  time as  payment  of Basic  Rent is due
              hereunder  based on the  Landlord's  estimate as aforesaid.  From
              time to time,  the  Landlord  may  re-estimate,  on a  reasonable
              basis,  the amount of  Additional  Rent for any Fiscal  Period or
              broken portion  thereof,  in which case the Landlord shall advise
              the  Tenant  in  writing  of such  re-estimate  and fix new equal
              monthly  installments  for the  remaining  balance of such Fiscal
              Period  or  broken  portion  thereof.  After the end of each such
              Fiscal Period or broken portion thereof the Landlord shall submit
              to the Tenant  failure or delay by the Tenant.  A certificate  of
              the  Landlord as to the date the Leased  Premises  were ready for
              occupancy  and such  construction  as the  Landlord is obliged to
              complete is substantially completed, or as to the date upon which
              the same  would  have been  ready  for  occupancy  and  completed
              respectively but for the failure or delay of the Tenant, shall be
              conclusive  and  binding  on the  Tenant  and Rent in full  shall
              accrue  and  become  payable  from  the  date set out in the said
              certificate.   Not  withstanding  any  delay  in  occupancy,  the
              expiration date of this Lease shall remain unchanged.

                                        2


<PAGE>


 Accrual of  (d)  Basic  Rent  and   Additional   Rent   (herein
   Rent       collectively  called "Rent") shall be considered as accruing from
              day to day,  and Rent for an  irregular  period  of less than one
              year or less than one  calendar  month shall be  apportioned  and
              adjusted by the Landlord  for the Fiscal  Periods of the Landlord
              in which the tenancy created hereby commences and expires.  Where
              the  calculation  of Additional  Rent for a period cannot be made
              until after the termination of this Lease,  the obligation of the
              Tenant to pay  Additional  Rent  shall  survive  the  termination
              hereof and  Additional  Rent for such period  shall be payable by
              the Tenant upon demand by the Landlord.  If the Term commences or
              expires  on any day  other  than  the  first or the last day of a
              month, Rent for such fraction of a month shall be apportioned and
              adjusted as aforesaid and paid by the Tenant on the  commencement
              date of the Term.

 Recovery of (e) Rent and any other amounts required to be paid by
    Rent      the Tenant to the Landlord under this Lease shall be deemed to be
              and be treated as rent and payable and  recoverable  as rent, and
              the Landlord shall have all rights against the Tenant for default
              in any  payment  of rent  and  other  amounts  as in the  case of
              arrears in rent.

 Limitations (f) The  information  set out in statements,  documents or
              other  writings   setting  out  the  amount  of  Additional  Rent
              submitted  to the Tenant under or pursuant to this Lease shall be
              binding on the Tenant and deemed to be  accepted  by it and shall
              not be subject  to  amendment  for any  reason  unless the Tenant
              gives  written  notice to the Landlord  within sixty (60) days of
              the Landlord's  submission of such  statement,  document or other
              writing  identifying  the  statement,  document,  or writing  and
              setting out in reasonable  detail the reason why such  statement,
              document, or writing should not be binding on the Tenant.

                               4. SECURITY DEPOSIT

 Security      The Landlord shall  recognize the tenant's  security  Deposit
  Deposit      deposit upon execution of this Lease by the Tenant for the sum of
               Fifteen  thousand  nine  hundred  sixty four  dollars  and 00/100
               ($15,964.00)  as a deposit to the  Landlord  to stand as security
               for the  payment by the Tenant of any and all  present and future
               debts and  liabilities  of the Tenant to the Landlord and for the
               performance by the Tenant of all of its obligations arising under
               or in  connection  with this Lease (the "Debts,  Liabilities  and
               Obligations").  The  Landlord  shall not be  required to keep the
               deposit  separate  from its  general  funds.  In the event of the
               Landlord  disposing of its  interest in this Lease,  the Landlord
               shall credit the deposit to its  successor  and  thereupon  shall
               have no liability to the Tenant to repay the security  deposit to
               the Tenant.  Subject to the foregoing and to the Tenant not being
               in  default  under  this  Lease,  the  Landlord  shall  repay the
               security deposit to the Tenant without interest at the end of the
               Term or sooner  termination of the Lease provided that all Debts,
               Liabilities  and  Obligations  of the Tenant to the  Landlord are
               paid and  performed  in full,  failing  which the Landlord may on
               notice to the Tenant elect to retain the security  deposit and to
               apply it in reduction of the Debts,  Liabilities  and Obligations
               and the Tenant  shall  remain  fully  liable to the  Landlord for
               payment and performance of the remaining  Debts,  Liabilities and
               Obligation.

                              5. GENERAL COVENANTS

Landlord's
Covenant      (a)     The Landlord covenants with the Tenant:

                         (i)     for quiet enjoyment; and

                         (ii)    to observe and perform all the covenants and
                         obligations of the Landlord herein.

Tenant's
Covenant      (a)     The Tenant covenants with the Landlord:

                          (i)     to pay Rent; and

                          (ii)    to observe and perform all the covenants and
                          obligations of the Tenant herein.

                              6. USE AND OCCUPANCY

Use     The Tenant covenants with the Landlord:

               (a)  not to use the  Leased  Premises  for any  purpose  other
               than an office for the conduct of the Tenant's  business which is
               general office use.

                                        3

<PAGE>


Waste,        (b) not to commit, or permit, any waste, injury
  Nuisance,   or damage to the Property  including the  Leasehold  Improvements
  Etc.        and any trade fixture therein,  any loading of the floors thereof
              in excess of the maximum  degree of loading as  determined by the
              Landlord acting  reasonably,  any nuisance  therein or any use or
              manner  of  use  causing  annoyance  to  the  other  tenants  and
              occupants of the Property or to the Landlord;

Insurance     (c) not to do, omit or permit to be done or omitted to
  Risks       be done  upon  the  Property  anything  which  would  cause to be
              increased  the  Landlord's  cost of  insurance  or the  costs  of
              insurance of another tenant of the Property  against perils as to
              which the  Landlord  or such other  tenant  has  insured or which
              shall cause any policy of insurance on the Property to be subject
              to cancellation;

Compliance    (d) to  comply  at its  own  expense  with  all
  With Law    governmental laws, regulations and requirements pertaining to the
              occupation and use of the Leased  Premises,  the condition of the
              Leasehold Improvements,  trade fixtures,  furniture and equipment
              installed by or on behalf of the Tenant therein and the making by
              the Tenant of any repairs, changes or improvements therein;

Environmental (e)   (i) to conduct and maintain its business Compliances and
                    operations  at the  Leased  Premises  so as to comply in all
                    respects  with  common law and with all  present  and future
                    applicable  federal,  provincial/state,   local,  municipal,
                    governmental or  quasi-governmental  laws,  by-laws,  rules,
                    regulations,   licenses,  orders,  guidelines,   directives,
                    permits, decisions or requirements,  concerning occupational
                    or  public  health  and  safety or the  environment  and any
                    order, injunction,  judgement, declaration, notice or demand
                    issued thereunder, ("Environmental Laws").

                    (ii)not to permit or suffer any substance which is hazardous
                    or is prohibited.  restricted, regulated or controlled under
                    any  Environmental Law to be present at, on or in the Leased
                    Premises,  unless it has received the prior written  consent
                    of the Landlord which consent may be arbitrarily withheld.

Rules &
Regulations   (f) to observe and perform,  and to cause its employees,  invitees
              and others  over  Tenant can be  reasonably  expected  to exercise
              control  to  observe  and  perform,   the  Rules  and  Regulations
              contained  in  Schedule  "E"  hereto,  and such  further and other
              reasonable  rules and  regulations  and  amendments  and additions
              therein as may  hereafter  be made by the Landlord and notified in
              writing to the Tenant,  except  that no change or addition  may be
              made  that  is  inconsistent  with  this  Lease  unless  as may be
              required by governmental  regulation or unless the Tenant consents
              thereto.  The imposition of such Rules and  Regulations  shall not
              create or imply any  obligation of the Landlord to enforce them or
              create any liability of the Landlord for their  non-enforcement or
              otherwise.

                          7. ASSIGNMENT AND SUBLETTING

No Assignment
or Subletting (a) The Tenant  covenants that it will not assign this
              Lease or sub-let the Leased  Premises in whole or in part  without
              the prior  written  consent of the  Landlord,  which  consent  the
              Landlord  covenants  not to withhold  unreasonably  (i) and to any
              assignee  or  sub-lessee  who  is  in  a  satisfactory   financial
              condition,  agrees to use the Leased  Premises for those  purposes
              permitted  hereunder,   and  is  otherwise   satisfactory  to  the
              Landlord, and (ii) as to any portion of the Leased Premises which,
              in  the  Landlord's  sole  judgement,  is a  proper  and  rational
              division of the Leased  Premises,  subject to the Landlord's right
              of termination  arising under this paragraph.  Without limitation,
              the Tenant shall, for the purpose of this paragraph, be considered
              to assign or  sub-let  in any case  where it  permits  the  Leased
              Premises or any portion  thereof to be, or the Leased  Premises or
              any  portion  thereof  are,  occupied  by  persons  other than the
              Tenant,  its  employees  and  others  engaged in  carrying  on the
              business  of  the   Tenant,   whether   pursuant  to   assignment,
              sub-letting, license or other right- or where any of the foregoing
              occurs by operation of law.

                                        4


<PAGE>


Assignment or
Subletting
Procedures    (b)        The Tenant shall not assign this Lease or sub-let the
unless:       whole or an part of the  Leased Premises


                    (i) it shall have  received or procured a bona fide  written
                    offer to take an assignment or sub-lease which is consistent
                    with  this  Lease,  and the  acceptance  of which  would not
                    breach any  provisions  of this Lease if this  paragraph  is
                    complied with and which the Tenant has  determined to accept
                    subject to this paragraph complied with, and

                    (ii) it shall have first  requested and obtained the consent
                    in writing of the Landlord thereto.  Any request for consent
                    shall be in writing and  accompanied  by a copy of the offer
                    certified  by the  Tenant to be true and  complete,  and the
                    Tenant  shall  furnish  to  the  Landlord  all   information
                    available to the Tenant and  requested by the Landlord as to
                    the  responsibility,  financial standing and business of the
                    proposed   assignee  or  sub-tenant.   Notwithstanding   the
                    provisions  of  sub-paragraph  (a),  within twenty (20) days
                    after  the  receipt  by the  Landlord  of such  request  for
                    consent and of all information which the Landlord shall have
                    requested hereunder,  the Landlord shall have the right upon
                    written  notice of termination  submitted to the Tenant,  if
                    the  request is to assign this Lease or sub-let the whole of
                    the Leased Premises,  to cancel and terminate this Lease, or
                    if the request is to sub-let a part of Leased Premises only,
                    to cancel and  terminate  this  Lease  with  respect to such
                    part, in each case as of a termination date to be stipulated
                    in the notice of  termination  which  shall not be less than
                    sixty (60) days or more than ninety (90) days  following the
                    giving  of such  notice.  In such  event  the  Tenant  shall
                    surrender  the  whole  or part,  as the case may be,  of the
                    Leased   Premises   in   accordance   with  such  notice  of
                    termination  and Basic  Rent and  Additional  Rent  shall be
                    apportioned and paid to the date of surrender and, if a part
                    only of the Leased Premises is  surrendered,  Basic Rent and
                    Additional  Rent shall,  after the date of surrender,  abate
                    proportionally.  If such  consent  shall be given the Tenant
                    shall  assign or sub-let,  as the case may be, only upon the
                    terms  set out in the offer  submitted  to the  Landlord  as
                    aforesaid and not otherwise.

Assumption    (c) No  assignment or  sub-letting  of this Lease
of            shall be effective  unless the assignee or sublessee shall execute
Obligations   an assumption  agreement on the Landlord's form,  assuming all the
              obligations of the Tenant hereunder, and shall pay to the Landlord
              its reasonable fee for processing the assignment or subletting.

Tenants
Continuing
Obligations   (d) The Tenant agrees that any consent to an assignment
Lease         or sub-letting of this Lease or Leased Premises, shall not thereby
              release the Tenant of its obligations hereunder.

                               8. REPAIR & DAMAGE

Landlord's Repairs
to Building &
Property      (a) The Landlord  covenants  with the Tenant to keep in a good and
state         reasonable state of repair and decoration:

                    (i)  those  portions  of  the  Property  consisting  of  the
                    entrance, lobbies, stairways,  corridors,  landscaped areas,
                    parking  areas,  and  other  facilities  from  time  to time
                    provided  for use in common by the Tenant and other  tenants
                    of the  Building  or  Property,  and the  exterior  portions
                    (including  foundations  and  roofs)  of all  buildings  and
                    structures  from time to time  forming  part of the Property
                    and affecting its general appearance;

                    (ii) the  Building  (other  than  the  Leased  Premises  and
                    premises  of  other  tenants)   including  the  systems  for
                    interior climate  control,  the elevators and escalators (if
                    any), entrances,  lobbies, stairways corridors and washrooms
                    from time to time  provided  for use in common by the Tenant
                    and other tenants of the Building or


                                        5



<PAGE>



                    Property  and the systems  provided for use in common by the
                    Tenant and other tenants of the Building or Property and the
                    systems as provided  for  bringing  utilities  to the Leased
                    Premises.

              (b) The Landlord  covenants  with the Tenant to repair,  so far as
              reasonably feasible,  and as expeditiously as reasonably feasible,
              defects in  standard  demising  walls or in  structural  elements,
              exterior walls of the Building,  suspended ceiling, electrical and
              mechanical  installation standard to the building installed by the
              Landlord  in the Leased  Premises  (if and to the extent that such
              defects  are  sufficient  to impair the  Tenants use of the Leased
              Premises while using them in a manner  consistent with this Lease)
              and "Insured Damage" (as herein defined). The Landlord shall in no
              event be required to make repairs to Leasehold  Improvements  made
              by the  Tenant,  or by the  Landlord  on behalf  of the  Tenant or
              another  tenant or to make  repairs  to wear and tear  within  the
              Leased Premises.

Tenant's     (c) The Tenant  covenants  with the  Landlord  to repair,
Repairs       maintain and keep at the Tenants own costs,  except insofar as the
              obligation  to repair  rests upon the  Landlord  pursuant  to this
              paragraph,  the Leased Premises,  including Leasehold Improvements
              in good and substantial repair, reasonable wear and tear excepted,
              provided  that  this  obligation  shall not  extend to  structural
              elements or to  exterior  glass or to repairs  which the  Landlord
              would  be  required  to  make  under  this  paragraph  but for the
              exclusion  therefrom  of  defects  not  sufficient  to impair  the
              Tenants  use of the Leased  Premises  while using them in a manner
              consistent  with this  Lease.  The  Landlord  may enter the Leased
              Premises at all  reasonable  times and view the condition  thereof
              and the Tenant covenants with the Landlord to repair, maintain and
              keep the Leased Premises in good and substantial  repair according
              to notice in writing,  reasonable  wear and tear excepted.  If the
              Tenant shall fail to repair as aforesaid after  reasonable  notice
              to do so, the Landlord may effect the repairs and the Tenant shall
              pay the  reasonable  cost thereof to the  Landlord on demand.  The
              Tenant  covenants  with the  Landlord  that the Tenant will at the
              expiration  of the Term or sooner  termination  thereof  peaceably
              surrender  the  Leased  Premises  and  appurtenances  in good  and
              substantial  repair  and  condition,   reasonable  wear  and  tear
              excepted.

Indemnification
              (d) If any part of the Property  becomes out of repair,  damaged
              or destroyed  through the  negligence of, or misuse by, the Tenant
              or its  employees,  agents,  invitees or others under its control,
              the Tenant shall pay the Landlord on demand the expense of repairs
              or    replacements,    including   the    Landlord's    reasonable
              administration charge thereof,  necessitated by such negligence or
              misuse.

Damage &
Destruction   (e) It is agreed between the Landlord and the Tenant that:

                    (i) In the event of damage  to the  Property  or to any part
                    thereof,  if the damage is such that the Leased  Premises or
                    any  substantial  part  thereof is rendered  not  reasonably
                    capable of use and  occupancy by the Tenant for the purposes
                    of its business for any period of time in excess of ten (10)
                    days,  then (ii) (1)  unless  the  damage  was caused by the
                    fault or negligence of the Tenant or its employees,  agents,
                    invitees  or  others  under  its  control,  from the date of
                    occurrence  of the damage and until the Leased  Premises are
                    again reasonably capable for use and occupancy as aforesaid,
                    the Rent  payable  pursuant  to this Lease  shall abate from
                    time to time  in  proportion  to the  part or  parts  of the
                    Leased  Premises  not  reasonably  capable  of such  use and
                    occupancy,  and (2)  unless  this  Lease  is  terminated  as
                    hereinafter provided, the Landlord or the Tenant as the case
                    may be  (according  to the  nature of the  damage  and their
                    respective    obligations   to   repair   as   provided   in
                    subparagraphs  (a),  (b) and (c) of  this  paragraph)  shall
                    repair such damage with all reasonable diligence, but to the
                    extent  that  any  part  of  the  Leased   Premises  is  not
                    reasonably  capable of such use and  occupancy  by reason of
                    damage which the Tenant is  obligated  to repair  hereunder,
                    any abatement of Rent to which the Tenant would otherwise be
                    entitled  hereunder  shall not extend later than the time by
                    which, in the reasonable opinion of the Landlord, repairs by
                    the  Tenant  ought to have been  completed  with  reasonable
                    diligence, and

                                                                 6


<PAGE>


                    (iii) if the Leased  Premises are  substantially  damaged or
                    destroyed by any cause and if in the  reasonable  opinion of
                    the Landlord given in writing within thirty (30) days of the
                    occurrence the damage cannot  reasonably be repaired  within
                    one  hundred  and eighty  (180)  days  after the  occurrence
                    thereof,  then the Lease  shall  terminate,  in which  event
                    neither the Landlord nor the Tenant shall be bound to repair
                    as  provided  in  sub-paragraphs  (a),  (b)  and (c) of this
                    paragraph,   and  the  Tenant  shall   instead   deliver  up
                    possession  of the  Leased  Premises  to the  Landlord  with
                    reasonable expedition and Rent shall be apportioned and paid
                    to the date of the occurrence; and (iv) if premises, whether
                    of the Tenant,  or other tenants of the Property  comprising
                    in the aggregate  half or more of the total number of square
                    feet of rentable office area in the Property on half or more
                    of the total  number of square feet of rentable  office area
                    in the Building (as  determined by the Landlord) or portions
                    of the Property  which affect  access of services  essential
                    thereto, are substantially damaged or destroyed by any cause
                    and if in the reasonable  opinion of the Landlord the damage
                    cannot  reasonably be repaired within one hundred and eighty
                    (180) days after the occurrence  thereof,  then the Landlord
                    may, by written  notice to the Tenant  given  within  thirty
                    (30)  days   after  the   occurrence   of  such   damage  or
                    destruction,  terminate  this Lease,  in which event neither
                    the  Landlord  nor the  Tenant  shall be bound to  repair as
                    provided  in  sub-paragraphs   (a),  (b)  and  (c)  of  this
                    paragraph,   and  the  Tenant  shall   instead   deliver  up
                    possession  of the  Leased  Premises  to the  Landlord  with
                    reasonable  expedition  but in any event  within  sixty (60)
                    days after deliver of such notice of  termination,  and Rent
                    shall  be  apportioned  and  paid  to the  date  upon  which
                    possession  is so delivered up (but subject to any abatement
                    to which the Tenant may be entitled under  sub-paragraph (e)
                    (i) of this paragraph).

                           9. INSURANCE AND LIABILITY

Landlord's
Insurance     (a) The Landlord  shall take out and keep in force during the Term
              insurance  with respect to the Property  including the  "Leasehold
              Improvements" (as hereinafter defined) in the Leased Premises. The
              insurance to be maintained by the Landlord  shall be in respect of
              perils and to amounts and on terms and conditions  which from time
              to time are  insurable  at a  reasonable  premium  and  which  are
              normally  insured  by  reasonable  prudent  buyers  of  properties
              similar to the  Property,  all as from time to time  determined at
              reasonable   intervals  by  insurance  advisors  selected  by  the
              Landlord, and whose opinion shall be conclusive.  Unless and until
              the  insurance  advisors  shall state that any such perils are not
              customarily insured against by owners of properties similar to the
              Property,  the perils to be insured  against by the Landlord shall
              include,  without  limitation,   public  liability,   boilers  and
              machinery, fire and extended perils and may include, at the option
              of the Landlord,  losses  suffered by the Landlord in its capacity
              as Landlord  through  business  interruption.  The insurance to be
              maintained  by the Landlord  shall contain a waiver by the insurer
              of any rights of  subrogation or indemnity or any other claim over
              which the insurer might  otherwise be entitled  against the Tenant
              or the agents or employees of the Tenant.


Tenant's      (b) The Tenant shall take out and keep in force during theTerm:
Insurance           (i) comprehensive general commercial liability insurance all
                    on an occurrence  basis with respect to the business carried
                    on in or from the Leased  Premises  and the Tenant's use and
                    occupancy  of the Leased  Premises  and of any other part of
                    the Property,  with coverage for any one occurrence or claim
                    of not less than One Million  Dollars  ($1,000,000)  or such
                    other amount as the Landlord may reasonably require upon not
                    less than one (1) month  notice at any time during the Term,
                    which  insurance shall include the Landlord as an additional
                    insured and shall  protect the Landlord in respect of claims
                    by the Tenant as if the Landlord  were  separately  insured;
                    (ii)  insurance  in respect of fire and such other perils as
                    are  from  time  to  time  in the  usual  extended  coverage
                    endorsement  covering  the  Leasehold  Improvements,   trade
                    fixtures,  and the  furniture  and  equipment  in the Leased
                    Premises for not less than 80% of the full  replacement cost
                    thereof,

                    (iii)  insurance  against  such  other  perils  and in  such
                    amounts as the Landlord may
                                                                 7



<PAGE>



                    from  time to time  reasonably  require  upon not less  than
                    ninety (90) days written notice, such requirement to be made
                    on the basis that the required insurance is customary at the
                    time  for  prudent  tenants  of  properties  similar  to the
                    Property.  All  insurance  required to be  maintained by the
                    Tenant shall be on terms and with insurers  satisfactory  to
                    the  Landlord.  Each  policy  shall  contain a waiver by the
                    insurer of any rights of  subrogation  or  indemnity  or any
                    other claim over to which the  insurer  might  otherwise  be
                    entitled  against the Landlord or the agents or employees of
                    the Landlord,  and shall also contain an  undertaking by the
                    insurer that no material  change  adverse to the Landlord or
                    the Tenant will be made, and the policy will not lapse to be
                    canceled,  except  after not less  than  thirty  (30)  days'
                    written notice to the Landlord of the intended change, lapse
                    or  cancellation.  The Tenant shall furnish to the Landlord,
                    if and  whenever  requested  by it,  certificates  or  other
                    evidence acceptable to the Landlord as to the insurance from
                    time  to time  effected  by the  Tenant  and if  renewal  or
                    continuation  in force,  together  with  evidence  as to the
                    method  of  determination  of full  replacement  cost of the
                    Tenants Leasehold  Improvements,  trade fixtures,  furniture
                    and equipment, and if the Landlord reasonably concludes that
                    the  full  replacement  cost has  been  underestimated,  the
                    Tenant shall forthwith  arrange for any consequent  increase
                    in coverage required under  sub-paragraph (b). If the Tenant
                    shall  fail to take  out,  renew  and  keep  in  force  such
                    insurance, or if the evidences submitted to the Landlord are
                    unacceptable  to the  Landlord  (or no  such  evidences  are
                    submitted within a reasonable  period after request therefor
                    by the  Landlord),  then the Landlord may give to the Tenant
                    written notice requiring  compliance with this  subparagraph
                    and  specifying the respects in which the Tenant is not then
                    in compliance  with this  sub-paragraph.  If the Tenant does
                    not  within  forty-eight  (48)  hours  provide   appropriate
                    evidence of compliance with this sub-paragraph, the Landlord
                    may (but shall not be  obligated  to) obtain  some or all of
                    the additional  coverage or other insurance which the Tenant
                    shall have failed to obtain,  without prejudice to any other
                    rights of the Landlord  under this Lease or  otherwise,  and
                    the  Tenant  shall pay all  premiums  and  other  reasonable
                    expenses incurred by the Landlord to the Landlord on demand.
Limitation of
Landlord's
Liability     (c) The Tenant  agrees that the  Landlord  shall not be liable for
              any bodily  injury or death of, or loss or damage to any  property
              belonging to, the Tenant or its  employees,  invitees or licensees
              or any other person in, on or about the Property unless  resulting
              from the actual  willful  misconduct  or gross  negligence  of the
              Landlord or its own  employees.  In no event shall the Landlord be
              liable for any  damage  which is caused by steam,  water,  rain or
              snow or other  thing  which may leak into,  issue or flow from any
              part  of the  Property  or  from  the  pipes  or  plumbing  works,
              including the sprinkler  system (if any) therein or from any other
              place or for any damage caused by or attributable to the condition
              or  arrangement  of any  electric or other  wiring or of sprinkler
              heads  (if  any) or for any  damage  caused  by  anything  done or
              omitted by any other tenant.

Indemnity of
Landlord      (d) Except with respect to claims or liabilities in respect of any
              damage  which  is  Insured  Damage  to the  extent  of the cost of
              repairing such Insured Damage,  each party agrees to indemnify and
              save harmless the other party in respect of:
                    (i) all claims for bodily injury or death,  property  damage
                    or other loss or damage arising from the conduct of any work
                    or any act or omission  of the other party or any  assignee,
                    sub-tenant, agent, employee, contractor, invitee or licensee
                    of the other party and in respect of all costs, expenses and
                    liabilities  incurred by the other party in connection  with
                    or arising out of all such claims, including the expenses of
                    any action or proceeding  pertaining  thereto;  and (ii) any
                    loss, cost,  (including,  without limitation,  lawyers' fees
                    and disbursements),  expense or damage suffered by the other
                    party  arising  from any breach by the other party of any of
                    its covenants and obligations under this Lease.
Definition of
"Insured
Damaged"      (e) For purpose of this Lease, "Insured Damage" means that part of
              any damage  occurring  to the Property of which the entire cost of
              repair  (or the  entire  cost of repair  other  than a  deductible
              amount  properly  collectable  by  the  Landlord  as  part  of the
              Additional Rent) is actually recovered

                                        8


<PAGE>



              by the Landlord  under a policy or policies of insurance from time
              to time effected by the Landlord  pursuant to  sub-paragraph  (a).
              Where an applicable policy of insurance  contains an exclusion for
              damages  recoverable  from a third  party,  claims as to which the
              exclusion applies shall be considered to constitute Insured Damage
              only if the Landlord successfully recovers from the third party.

                       10. EVENTS OF DEFAULT AND REMEDIES
Events of
Default &
Remedies      (a) In the  event  of the  happening  of any one of the  following
              events:

                    (i) the Tenant  shall have failed to pay an  installment  of
                    Basic Rent or of Additional Rent or any other amount payable
                    hereunder when due, and such failure shall be continuing for
                    a period  of more  than ten (10)  days  after  the date such
                    installment or amount was due; (ii) there shall be a default
                    of or with  any  condition,  covenant,  agreement  or  other
                    obligation on the part of the Tenant to be kept, observed or
                    performed  hereunder  (other  than  a  condition,  covenant,
                    agreement or other obligation to pay Basic Rent,  Additional
                    Rent or any other amount of money) and such default shall be
                    continuing for a period of more than fifteen (15) days after
                    written notice by the Landlord to the Tenant  specifying the
                    default  and  requiring  that it  discontinue;  (iii) if any
                    policy of  insurance  upon the  Property or any part thereof
                    from time to time effected by the Landlord shall be canceled
                    or about to be  canceled by the insurer by reason of the use
                    or  occupation  of the Leased  Premises by the Tenant or any
                    assignee,  sub-tenant  or  licensee  of the Tenant or anyone
                    permitted  by the Tenant to be upon the Leased  Premises and
                    the  Tenant  after  receipt  of notice in  writing  from the
                    Landlord shall have failed to take such  immediate  steps in
                    respect  of such  use or  occupation  as  shall  enable  the
                    Landlord to reinstate or avoid cancellation (as the case may
                    be) of such policy of  insurance,  (iv) the Leased  Premises
                    shall, without the prior written consent of the Landlord, be
                    used by any other  persons than the Tenant or its  permitted
                    assigns or  sub-tenants  or for any purpose  other than that
                    for which  they were  leased or  occupied  or by an  persons
                    whose occupancy is prohibited by this Lease,  (v) the Leased
                    Premises shall be vacated or abandoned, or remain unoccupied
                    without  the  prior  written  consent  of the  Landlord  for
                    fifteen (15) consecutive days or more while capable of being
                    occupied,  (vi) the  balance of the Term of this Lease shall
                    at anytime be seized m execution or attachment, or (vii) the
                    Tenant  shall  make  any   assignment  for  the  benefit  of
                    creditors  or  become  bankrupt  or  insolvent  or take  the
                    benefit of any statute for bankrupt or insolvent debtors or,
                    if a  corporation,  shall take any steps or suffer any order
                    to be made for its  winding-up or other  termination  of its
                    corporate   existence;    or   a   trustee,    receiver   or
                    receiver-manager  or  agent or other  like  person  shall be
                    appointed of any of the assets of the Tenant.

              (b) The Landlord shall have the following  rights and remedies all
              of  which  are  cumulative  and  not  alternative  and  not to the
              exclusion of any other or additional rights and remedies in law or
              equity available to the Landlord by statute or otherwise.
                   
                    (i) to  remedy  or  attempt  to remedy  any  default  of the
                    Tenant,  and in doing so to make any payments due or alleged
                    to be due by the Tenant to third  parties  and to enter upon
                    the Leased  Premises to do any work or other thing  therein,
                    and in such event all reasonable expenses of the Landlord in
                    remedying  or  attempting  to remedy such  default  shall be
                    payable by the Tenant to the Landlord on demand;

                                        9


<PAGE>


                    (ii) with respect to unpaid  overdue rent, to the payment by
                    the Tenant of theRent and of interest  (which said  interest
                    shall be deemed  included herein in the term "Rent") thereon
                    at a rate  equal to ten  percent  (10%) of the total  unpaid
                    amount  each month  until paid in full;  (iii) to  terminate
                    this Lease forthwith with thirty (30) days written notice to
                    Tenant.  In the event that Landlord shall elect to terminate
                    this Lease then Landlord may recover from Tenant:

                              (1) the  worth at the time of award of any  unpaid
                              rent  which  had been  earned  at the time of such
                              termination; plus

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

                              (3) the  worth at the time of award of the  amount
                              by which the  unpaid  rent for the  balance of the
                              term after the time of award exceeds the amount of
                              such  rental  loss  that  Tenant  proves  could be
                              reasonably  avoided;  plus  (4) any  other  amount
                              necessary  to  compensate  Landlord  for  all  the
                              detriment  proximately  caused by Tenant's failure
                              to perform the Tenant obligations under this Lease
                              or which in the ordinary course of things would be
                              likely   to   result   therefrom.   As   used   in
                              sub-paragraphs  10(c(i) and (ii) above, the "worth
                              at the time of  award"  is  computed  by  allowing
                              interest at the maximum rate  permitted by law per
                              annum. As used in sub-paragraph  10(c)(iii) above,
                              the  "worth at the time of award" is  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 (1%).

                    (iv) to maintain  Tenant's rights to possession and continue
                    said Lease in full force and  effect,  whether or not Tenant
                    shall have  abandoned  the Leased  Premises.  In such event,
                    Landlord  shall be entitled to enforce all of its rights and
                    remedies  under this Lease,  including  the right to recover
                    Rent as it becomes due under the terms of the Lease.

              (c) The Tenant  shall pay to the  Landlord on demand all costs and
              expenses, including actual lawyers' fees and costs incurred by the
              Landlord in enforcing any of the  obligations  of the Tenant under
              this Lease.

                              ADDITIONAL PROVISIONS
Relocation of
Leased
Premises      11. Eliminated in its entirety.




                                       10


<PAGE>



Subordination &
Attornment    12. This Lease and all rights of the Tenant  hereunder are subject
              and subordinate to all underlying leases and charges, or mortgages
              now or hereafter existing (including charges, and mortgages by way
              of  debenture,  note,  bond,  deeds of trust and  mortgage and all
              instruments  supplemental  thereto)  which  may  now or  hereafter
              affect  the  Property  or any  part  thereof  and to all  renewal,
              modifications, considerations, replacements and extensions thereof
              provided  the lessor,  chargee,  mortgagee,  or trustee  agrees to
              accept this Lease if not in  default;  and in  recognition  of the
              foregoing  the Tenant  agrees  that it will,  whenever  requested,
              attorn to such lessor, chargee, mortgagee as a tenant upon all the
              terms  of this  Lease.  The  Tenant  agrees  to  execute  promptly
              whenever  requested  by the  Landlord or by the holder of any such
              lease,  charge,  or mortgage an  instrument  of  subordination  or
              attornment, as the case may be as may be required of it.

Certificates  13. The Tenant agrees that it shall promptly whenever requested by
              the  Landlord  from  time  to  time  execute  and  deliver  to the
              Landlord,  and if required by the Landlord, to any lessor, chargee
              or mortgagee (including any trustee) or other person designated by
              the Landlord,  an acknowledgement in writing as to the then status
              of this  Lease,  including  as to  whether it is in full force and
              effect,  is modified or unmodified,  confirming the Basic Rent and
              Additional  Rent  payable  hereunder  and the  state  of  accounts
              between Landlord and the Tenant, the existence or non-existence of
              defaults,  and any other  matters  pertaining  to this Lease as to
              which the Landlord shall request an acknowledgement.
Inspection of
& Access to
Leased 
Premises      14. The Landlord shall be permitted at any time, and from
              time  to  time,  to  enter  and to  have  its  authorized  agents,
              employees  and  contractors  enter  the  Leased  Premises  for the
              purposes of inspection,  window cleaning,  maintenance,  providing
              janitor  service,  making repairs,  alterations or improvements to
              the  Leased  Premises  or  the  Property,  or to  have  access  to
              utilities and services  (including all ducts and access panels (if
              any),  which the  Tenant  agrees not to  obstruct)  and the Tenant
              shall  provide free and  unhampered  access for the  purpose,  and
              shall  not be  entitled  to  compensation  for any  inconvenience,
              nuisance  or  discomfort  caused  thereby.  The  Landlord  and its
              authorized  agents and employees  shall be permitted  entry to the
              Leased  Premises for the purpose of exhibiting them to prospective
              tenants.   The  Landlord  in  exercising  its  rights  under  this
              paragraph shall do so to the extent reasonably  necessary so as to
              minimize  interference  with the Tenant's use and enjoyment of the
              Leased  Premises  provided  that in an  emergency  the Landlord or
              persons  authorized  by it may enter the Leased  Premises  without
              regard to minimizing interference.

Delay         15. Except as herein otherwise expressly provided, if and whenever
              and to the extent that either the  Landlord or the Tenant shall be
              prevented,  delayed  or  restricted  in  the  fulfillment  of  any
              obligation

                                       11


<PAGE>


              hereunder  in respect of the supply or provision of any service or
              utility,  the making of any  repair,  the doing of any work or any
              other thing (other than the payment of monies  required to be paid
              by the Tenant to the Landlord hereunder) by reason of:

                    (a) strikes or work stoppages;

                    (b) being unable to obtain any material, service, utility or
                    labor required to fulfill such obligation;

                    (c) any  statute,  law or  regulation  of, or  inability  to
                    obtain any permission from any government  authority  having
                    lawful jurisdiction preventing, delaying or restricting such
                    fulfillment;

                    (d) other unavoidable occurrence,

                    (e) the time for  fulfillment  of such  obligation  shall be
                    extended  during  the  period  in  which  such  circumstance
                    operates  to  prevent,  delay or  restrict  the  fulfillment
                    thereof,  and the  other  party to this  Lease  shall not be
                    entitled to compensation for any inconvenience,  nuisance or
                    discomfort thereby occasion;  provided that nevertheless the
                    Landlord  will use its best  efforts  to  maintain  services
                    essential to the use and  enjoyment  of the Leased  Premises
                    and  provided   further  that  if  the  Landlord   shall  be
                    prevented,  delayed or restricted in the  fulfillment of any
                    such lease of any such obligation hereunder by reason of any
                    of the  circumstances  set out in sub-paragraph  (c) of this
                    paragraph  15 and to fulfill such  obligation  could not, in
                    the reasonable opinion of the Landlord, be completed without
                    substantial additions to or renovations of the Property, the
                    Landlord  may on sixty  (60)  days'  written  notice  to the
                    Tenant terminate this Lease.

Waiver        16. If either the Landlord or the Tenant shall  overlook,  excuse,
              condone or suffer any default,  breach,  non-observance,  improper
              compliance  or  non-compliance  by the  other  of  any  obligation
              hereunder,  this shall not operate as a waiver of such  obligation
              in respect of any  continuing or subsequent  default,  breach,  or
              non-observance, and no such waiver shall be implied but shall only
              be effective if expressed in writing.
Sale,
Demolition &
Renovation    17.
                    (a) The term  "Landlord"  as used in this Lease,  means only
                    the owner for the time being of the Property, so that in the
                    event of any sale or sales or transfer or  transfers  of the
                    Property,  or the making of any lease or leases thereof,  or
                    the  sale or  sales  or the  transfer  or  transfers  or the
                    assignment  or  assignments  of any such  lease  or  leases,
                    previous  landlords  shall be and hereby are relieved of all
                    covenants and obligations of Landlord hereunder. It shall be
                    deemed and construed  without further  agreement between the
                    parties,  or their  successors  in interest,  or between the
                    parties and the  transferee  or acquirer,  at any such sale,
                    transfer or assignment,  or lessee on the making of any such
                    lease,  that the transferee,  acquirer or lessee has assumed
                    and  agreed  to carry out any and all of the  covenants  and
                    obligations of Landlord hereunder to Landlord's exoneration,
                    and Tenant shall  thereafter be bound to and shall attorn to
                    such transferee,  acquirer or lessee, as the case may be, as
                    Landlord under this Lease;

                    (b)Notwithstanding  anything  contained in this Lease to the
                    contrary,  in the event the Landlord  intends to demolish or
                    to  renovate  substantially  all  the  Building,   then  the
                    Landlord,  upon  giving the Tenant  one  hundred  and eighty
                    (180)  days'  written  notice,   shall  have  the  right  to
                    terminate this Lease and this Lease shall  thereupon  expire
                    on the  expiration of one hundred and eighty (180) days from
                    the date of the giving of such notice  without  compensation
                    of any kind to the Tenant.
Public
Taking        18. The Landlord and Tenant shall co-operate, each with the other,
              in respect of any Public Taking of the Leased Premises or any part
              thereof so that the Tenant may receive the maximum  award to which
              it  is  entitled  in  law  for   relocation   costs  and  business
              interruption  and so that the  Landlord  may  receive  the maximum
              award for all other compensation  arising from or relating to such
              Public Taking  (including  all  compensation  for the value of the
              Tenant's  leasehold  interest  subject to the Public Taking) which
              shall be the property of the Landlord.  and the Tenant's rights to
              such compensation are hereby assigned to the

                                       12


<PAGE>


              Landlord.  If the  whole or any  part of the  Leased  Premises  is
              Publicly Taken, as between the parties  hereto,  their  respective
              rights and  obligations  under this Lease shall continue until the
              day  on  which  the  Public  Taking   authority  takes  possession
              therefore.  If the  whole or any part of the  Leased  Premises  is
              Publicly  Taken,  the  Landlord  shall  have  the  option,  to  be
              exercised by written notice to the Tenant, to terminate this Lease
              and such  termination  shall be  effective  on the day the  Public
              Taking  authority takes  possession of the whole or the portion of
              the Property  Publicly Taken. Rent and all other payments shall be
              adjusted as of the date of such  termination and the Tenant shall,
              on the date of such Public taking,  vacate the Leased Premises and
              surrender the same to the Landlord,  with the Landlord  having the
              right to re-enter and re-possess the Lease Premises  discharged of
              this Lease and to remove all persons therefrom. In this paragraph,
              the  words  "Public  Taking"  shall  include   expropriation   and
              condemnation  and  shall  include  a sale by the  Landlord  to any
              authority with powers of expropriation, condemnation or taking, in
              lieu of or under threat of  expropriation  or taking and "Publicly
              Taken" shall have a corresponding meaning.

Registration
of Lease      19. The Tenant agrees with the Landlord not to register this
              Lease in any recording  office and not to register  notice of this
              Lease  in any  form  without  the  prior  written  consent  of the
              Landlord.  If such  consent is  provided  such  notice of Lease or
              caveat shall be in such form as the Landlord  shall have  approved
              and upon payment of the Landlord's reasonable fee for same and all
              applicable  transfer or  recording  taxes or  charges.  The Tenant
              shall remove and  discharge at Tenant's  expense  registration  of
              such a notice or caveat at the  expiration or earlier  termination
              of the Term, and in the event of Tenant's  failure to so remove or
              discharge  such  notice or caveat  after  ten (10)  days'  written
              notice by Landlord to Tenant,  the Landlord may in the name and on
              behalf  of the  Tenant  execute  a  discharge  of such a notice or
              caveat in order to remove and discharge  such notice of caveat and
              for the purpose thereof the Tenant hereby irrevocably  constitutes
              and  appoints  any  officer  of the  Landlord  the true and lawful
              attorney of the Tenant.
Entire Lease
Agreement
                  20.  The  Tenant  acknowledges  that  there are no  covenants,
                  representation,  warranties,  agreements or conditions express
                  or implied, collateral, or otherwise forming part of or in any
                  way  affecting or relating to this Lease save as expressly set
                  out in this Lease and Schedules  attached hereto and that this
                  Lease  and such  Schedules  constitute  the  entire  agreement
                  between  the  Landlord  and the Tenant and may not be modified
                  except as herein explicitly provided or except by agreement in
                  writing executed by the Landlord and the Tenant.

Notices       21.  Any  notice,   advice,   document  or  writing   required  or
              contemplated by any provision hereof shall be given in writing and
              if to the Landlord,  either delivered  personally to an officer of
              the Landlord or mailed by prepaid  mail  addressed to the Landlord
              at the said local office address of the Landlord shown above,  and
              if to the Tenant, either delivered personally to the Tenant (or to
              an officer of the Tenant,  if a corporation)  or mailed by prepaid
              mail  addressed  to the  Tenant at the Leased  Premises,  or if an
              address  of the Tenant is shown in the  description  of the Tenant
              above,  to such address.  Every such notice,  advise,  document or
              writing  shall  be  deemed  to  have  been  given  when  delivered
              personally,  or if mailed as  aforesaid,  upon the fifth day after
              being  mailed.  The  Landlord  may from  time to time by notice in
              writing to the Tenant designate  another address as the address to
              which  notices  are to be mailed to it, or  specify  with  greater
              particularity the address and persons to which such notices are to
              be mailed  and may  require  that  copies of notices be sent to an
              agent  designated  by it.  The  Tenant  may,  if an address of the
              Tenant is shown in the description of the Tenant above,  from time
              to time by notice in writing to the  Landlord,  designate  another
              address as the address to which notices are to be mailed to it, or
              specify  with  greater  particularity  the  address  to which such
              notices are to be mailed.

Interpretation
              22. In this Agreement "herein,"  "hereof," "hereby,"  "hereunder,"
              "hereto,"  "hereinafter"  and  similar  expressions  refer to this
              Lease and not to any particular paragraph, clause or other portion
              thereof,  unless  there is  something  in the  subject  matter  or
              context inconsistent therewith;  and the parties agree that all of
              the  provisions of this Lease are to be construed as covenants and
              agreements as though words importing such covenants and agreements
              were used in each separate  paragraph hereof,  and that should any
              provision  or   provisions   of  this  Lease  be  illegal  or  not
              enforceable it or they shall be considered  separate and severable
              from the Lease and its remaining  provisions shall remain in force
              and be  binding  upon  the  parties  hereto  as  though  the  said
              provision or provisions had never been included, and further, that
              the captions  appearing for the provisions of this Lease have been
              inserted as a matter of convenience  and for reference only and in
              no way define, limit or enlarge the scope or meaning of this Lease
              or any provision hereof. 

                                       13


<PAGE>


Extent of
Lease 
Obligation    23. This Agreement and everything  herein contained shall inure to
              the  benefit of and be binding  the  receptive  heirs,  executors,
              administrators,    successors,    assigns    and    other    legal
              representatives,  as the  case may be,  of each  and  every of the
              parties hereto, subject to the granting of consent by the Landlord
              to any assignment or sublease,  and every reference  herein to any
              party hereto shall include the heirs,  executors,  administrators,
              successors, assigns and other legal representatives of such party,
              and  where  there is more  than one  tenant  or there is a male or
              female  party  the  provision   hereof  shall  be  read  with  all
              grammatical  changes thereby rendered  necessary and all covenants
              shall be deemed joint and several.

Prior Use &
Occupancy Prior
to Term       24. If the  Tenant  shall for any  reason  use or occupy  the
              Leased  Premises in any way prior to the  commencement of the Term
              without  there being an existing  lease  between the  Landlord and
              Tenant under which the Tenant has  occupied  the Leased  Premises,
              then during  such prior use or  occupancy,  the Tenant  shall be a
              Tenant of the Landlord and shall be subject to the same  covenants
              and agreements in this Lease mutatis mutandis.

Schedules     25. The  provisions of the  following  Schedules  attached  hereto
              shall form part of this Lease as if the same were embodied herein:

                             Schedule "A" - Legal Description of Lands
                             Schedule "B" - Outline of Leased  Premises 
                             Schedule "C" - Taxes payable by Landlord and Tenant
                             Schedule "D" - Services  and  Costs
                             Schedule "E" - Rules and Regulations 
                             Schedule "F" - Leasehold  Improvements
                             Schedule "G" - Basic Rent 
                             Schedule "H" - Space Plan

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

LANDLORD:                              TENANT

The Provider Fund                          StarBase Corporation
 .
By Signature:  /s/ Debra Wodarck           By Signature:  /s/ Robert W. Leimena
               -----------------                          ---------------------

Title:  Director of Operations             Title:  Chief Financial Officer



<PAGE>


                                  SCHEDULE "A"

                         (Legal Description of Property)

THE LAND SITUATED IN THE STATE OF CALIFORNIA,  COUNTY OF ORANGE,  CITY OF IRVINE
AND DESCRIBED AS FOLLOWS:

PARCEL 1 AS SHOWN ON MAP  78-0144  THEREOF  FILED IN BOOK 116,  PAGE 9 OF PARCEL
MAPS, RECORDS OF SAID ORANGE COUNTY, CALIFORNIA.


<PAGE>


                                  SCHEDULE "B"


                                  (Floor Plan)






<PAGE>




                                  SCHEDULE "C"
                      Taxes Payable by Landlord and Tenant

        1.

Tenant's Taxes
                  (a) The Tenant  covenants  to pay all Tenant's  Taxes,  as and
                  when the same  becomes  due and  payable.  Where any  Tenant's
                  Taxes are  payable  by the  Landlord  to the  relevant  taxing
                  authorities, the Tenant covenants to pay the amount thereof to
                  the Landlord.

                  (b) The Tenant  covenants  to pay the  Landlord  the  Tenant's
                  Proportionate  Share  of  the  excess  of  the  amount  of the
                  Landlord's  Taxes in each Fiscal  Period  over the  Landlord's
                  Taxes in the "Base Year" (as hereinafter defined).

                  (c) The Tenant  covenants  to pay to the Landlord the Tenant's
                      Proportionate  Share of the costs and expenses  (including
                      legal  and  other   professional  fees  and  interest  and
                      penalties on deferred  payments) incurred in good faith by
                      the Landlord in contesting,  resisting or appealing any of
                      the Taxes.

Landlord's Taxes
                  (d) The Landlord covenants to pay all Landlord's Taxes subject
                  to the account of Landlord's  Taxes required to be made by the
                  Tenant  elsewhere  in this Lease.  The Landlord may appeal any
                  official  assessment or the amount of any Taxes or other taxes
                  based on such  assessment  and  relating to the  Property.  In
                  connection  with any  such  appeal,  the  Landlord  may  defer
                  payment  of any  Taxes  or  other  taxes,  as the case may be,
                  payable by it to the extent  permitted  by law, and the Tenant
                  shall  co-operate  with the  Landlord and provide the Landlord
                  with  all  relevant  information  reasonably  required  by the
                  Landlord in connection with any such appeal.

Separate Allocation
                  (e) In the event that the  Landlord  is unable to obtain  from
                  the taxing  authorities any separate  allocation of Landlord's
                  Taxes,  Tenant's  Taxes  or  assessment  as  required  by  the
                  Landlord to make  calculations  of Additional  Rent under this
                  Lease,  such  allocation  shall be made by the Landlord acting
                  reasonably and shall be conclusive.

Information
                  (f)  Whenever  requested  by the  Landlord,  the Tenant  shall
                  deliver to it receipts for payment of all the  Tenant's  Taxes
                  and furnish such other information in connection  therewith as
                  the Landlord may reasonably require.

Tax Adjustment
                  (g) If the  Building  has not been  taxed as a  completed  and
                  fully occupied building for and Fiscal Period,  the Landlord's
                  Taxes will be  determined  by the  Landlord as if the Building
                  had been taxed as a completed and fully occupied  building for
                  any such Fiscal Period.

Definition
         2.     In this Lease:

                  (a)  "Landlord  Taxes"  shall mean the  aggregate of all Taxes
                  attributed  to the  Property,  the  Rent  or the  Landlord  in
                  respect thereof and including, without limitation, any amounts
                  imposed, assessed, levied or charged in substitution for or in
                  lieu of any such Taxes,  but  excluding  such taxes as capital
                  gains taxes,  corporate income,  profit or excess profit taxes
                  to the extent  such taxes are not levied in lieu of any of the
                  foregoing  against  the  Property  or the  Landlord in respect
                  thereof.

                  (b) "Taxes" shall mean all taxes, rates, duties, levies, fees,
                  charges,  local improvement rates, capital taxes, rental taxes
                  and assessments  whatsoever  including fees, rents, and levies
                  for air rights and encroachments on or over municipal property
                  imposed, assessed, levied or charged by any school, municipal,
                  regional, state, provincial,  federal, parliamentary, or other
                  body,  corporation,  authority,  agency or commission provided
                  that any such local improvement rates, assessed and paid prior
                  to or in the Base Year  shall be  excluded  from the Base Year
                  and any year during the Term and

                                      C - 1




<PAGE>


                  provided  further that  "Taxes"  shall not include any special
                  utility, levies, fees or charges imposed,  assessed, levied or
                  charged   which   are   directly   associated   with   initial
                  construction of the Property.

                  (c)      "Tenant's Taxes" shall mean the aggregate of:

                                       (i) all Taxes  (whether  imposed upon the
                                        Landlord or the Tenant)  attributable to
                                        the personal  property,  trade fixtures,
                                        business, income, occupancy, or sales of
                                        the Tenant or any other  occupant of the
                                        Leased  Premises,  and to any  Leasehold
                                        Improvements or fixtures installed by or
                                        on  behalf  of  the  Tenant  within  the
                                        Leased  Premises,  and to the use by the
                                        Tenant of any of the Property; and

                                       (ii) the amount by which  Taxes  (whether
                                        imposed upon the Landlord or the Tenant)
                                        are  increased  above  the  Taxes  which
                                        would have  otherwise  been payable as a
                                        result  of the  Leased  Premises  or the
                                        Tenant  or  any  other  occupant  of the
                                        Leased  Premises being taxed or assessed
                                        in support of separate schools.

                  (d) "Tenant's  Proportionate  Share" shall mean 26% subject to
                  adjustment as  determined  solely by the Landlord and notified
                  to the Tenant in writing for  physical  increases or decreases
                  in the total rentable area of the Property provided that total
                  rentable  area of the Property  and the  rentable  area of the
                  Leased Premises shall exclude areas designated (whether or not
                  rented) for parking and for storage.

                  (e) Base Year" as used in this schedule shall mean calendar 
                  year 1997.













                                       C-2


<PAGE>


                                  SCHEDULE "D"
Services and Costs

         1.    The Landlord covenants with the Tenant:

Interior Climate
Control             (a)  To  maintain  in  the  Leased  Premises  conditions  of
                    reasonable  temperature  and comfort in accordance with good
                    standards  applicable  to normal  occupancy  of premises for
                    office purposes subject to governmental  regulations  during
                    hours to be  determined  by the Landlord (but to be at least
                    the hours from 8:00 a.m. to 6:00 p.m.  from Monday to Friday
                    inclusive  with the  exception  of holidays,  Saturdays  and
                    Sundays),  such  conditions  to be  maintained by means of a
                    system for heating and cooling,  filtering  and  circulating
                    air;  the  Landlord  shall  have no  responsibility  for any
                    inadequacy  of   performance  of  the  said  system  if  the
                    occupancy of the Leased Premises or the electrical  power or
                    other  energy  consumed  on  the  Leased  Premises  for  all
                    purposes  exceeds  reasonable  amounts as  determined by the
                    Landlord  or  the  Tenant   installs   partitions  or  other
                    installations  in locations  which interfere with the proper
                    operations of the system of interior  climate  control or if
                    the window  covering on  exterior  windows is not kept fully
                    closed;

Janitor Service     (b) To provide janitor and cleaning  services to the
                    Leased   Premises  and  to  common  areas  of  the  Building
                    consisting  of reasonable  services in  accordance  with the
                    standards of similar office buildings;

Elevators,
Lobbies, Etc.       (c) To keep available the following  facilities for use
                    by the  Tenant  and  its  employees  and its  employees  and
                    invitees in common with other persons entitled thereto:

                           (i) passengers and freight  elevator  service to each
                           floor  upon  which the Leased  Premises  are  located
                           provided  such  service is  installed in the Building
                           and  provided  that the Landlord  may  prescribe  the
                           hours  during  which and the  procedures  under which
                           freight  elevator  service shall be available and may
                           limit  the  number  of  elevators  providing  service
                           outside normal business hours;

                           (ii)  common   entrances,   lobbies,   stairways  and
                           corridors  giving  access  to the  Building  and  the
                           Leased Premises, including such other areas from time
                           to time which may be  provided  by the  Landlord  for
                           common use and enjoyment within the Property;

                           (iii) the  washrooms  as the Landlord may assign from
                           time to time  which  are  standard  to the  Building,
                           provided   that   the   Landlord   and   the   Tenant
                           acknowledges  that where an entire floor is leased to
                           the  Tenant or some  other  tenant the Tenant or such
                           other tenant,  as the case may be, may exclude others
                           from the washroom thereon.

Electricity
        2.          (a) The  Landlord  covenants  with  the  Tenant  to  furnish
                    electricity to the Leased  Premises  (except Leased Premises
                    which  have  separate  meters)  for  normal  office  use for
                    lighting and for office equipment  capable of operating from
                    the circuits  available to the Leased  Premises and standard
                    to the Building.

                    (b)  The  amount  of  electricity  consumed  on  the  Leased
                    Premises in excess of electricity required by the Tenant for
                    normal  office use shall be as  determined  by the  Landlord
                    acting  reasonable or by a metering device  installed by the
                    Tenant at the Tenant's expense. The
                    (c) In calculating  electricity costs for any Fiscal Period,
                    if less  than one  hundred  percent  (100%) of  Building  is
                    occupied  by  tenants,  then the amount of such  electricity
                    costs shall be deemed for the purpose of this Schedule to be
                    increased to an amount equal to the like electricity




                                      D - 1



<PAGE>


                    costs which  normally  would be expected by the  Landlord to
                    have  been  incurred  had such  occupancy  been one  hundred
                    percent (100%) during such entire period.

        3.    The Landlord  shall  maintain and keep in repair the facilities
              required  for  the  provision  of the  interior  climate  control,
              elevator  (if  installed  in the  Building),  and  other  services
              referred  to in  sub-paragraph  (a)  and  (c) of  paragraph  I and
              sub-paragraph  (a) of paragraph 2 of this  Schedule in  accordance
              with the standards of office buildings similar to the Building but
              reserves the right to stop the use of any of these  facilities and
              the supply of the corresponding  services when necessary by reason
              of  accident  or  breakdown  or  during  the  making  of  repairs,
              alterations or  improvements,  in the  reasonable  judgment of the
              Landlord  necessary or  desirable  to be made,  until the repairs,
              alterations  or  improvements  shall  have been  completed  to the
              satisfaction of the Landlord.

Additional
Services 4.   (a) The  Landlord  may (but shall not be  obliged) on
              request of the Tenant  supply  services or materials to the Leased
              Premises  and the  Property  which are not provided for under this
              Lease and which are used by the Tenant (the "Additional Services")
              including, without limitation.

                          (i)     replacement of tubes and ballasts;

                          (ii)     carpet shampooing

                          (iii)    drapery cleaning;

                          (iv)     locksmithing;

                          (v)      removal of bulk garbage;

                          (vi)     picture hanging; and

                          (vii)   special security arrangement.

                  (b) When Additional  Services are supplied or furnished by the
                  Landlord,  accounts therefor shall be rendered by the Landlord
                  and shall be payable by the Tenant to the  Landlord on demand.
                  In the event the Landlord shall elect not to supply or furnish
                  Additional Services,  only persons with prior written approval
                  by the  Landlord ( which  approval  shall not be  unreasonably
                  withheld)  shall be  permitted  by  Landlord  or the Tenant to
                  supply  or  furnish  Additional  Services  to the Rent and the
                  supplying and  furnishing  shall be subject to the  reasonable
                  rules fixed by the Landlord  with which the Tenant  undertakes
                  to cause compliance and to comply.

Operating Charges
Payable 5.        (a) The Tenant covenants to pay to the Landlord the
                  Tenant's  Proportionate  Share of the  excess of the amount of
                  the  Operating  Costs in each Fiscal Period over the Operating
                  Costs in the "Base Year" (as hereinafter defined).

                  (b) In this  Lease  "Operating  Costs"  shall  mean all  costs
                  incurred  in which will be  incurred  by the  Landlord  in the
                  maintenance,  operation,  administration and management of the
                  Property including without limitation:

                          (i)      cost of heating, ventilating and 
                                   air-conditioning;

                          (ii)     cost of water and sewer charges;

                          (iii)    cost  of  insurance   carried  by  the 
                                   Landlord  pursuant  to  paragraph  9(a) of
                                   this  Lease and cost  of  any  deductible 
                                   amount  paid  by  the Landlord in  connection
                                   with each claim made by the Landlord under
                                   such insurance;

                          (iv)     costs of building office expenses, including 
                                   telephone, rent, stationery and supplies;

                          (v)      cost of fuel;


                                       D-2


<PAGE>


                          (vi)     costs  of all  elevator  and  escalator  (if
                                   installed  in  the   Building)   maintenance
                                   and operation;

                          (vii)    costs of operating staff, management staff 
                                   and other administrative personnel, including
                                   salaries, wages, and fringe benefits;

                          (viii)   cost of providing security;

                          (ix)     cost of providing janitorial services, windo
                                   cleaning, garbage and snow removal and pest 
                                   control;

                          (x)      cost of supplies and materials;

                          (xi)     cost of decoration of common area;

                          (xii)    cost of landscaping;

                          (xiii    cost of maintenance and operation of the
                                   parking areas;

                          (xiv)    cost of consulting, and professional fees 
                                   including expenses;

                          (xv)     cost of replacements, additions and
                                   modifications unless otherwise included under
                                   paragraph 6, and cost of repair;

                   (c) In this Lease  there  shall be  excluded  from  Operating
                   Costs the following:

                          (i)      interest of debt and capital retirement of
                                   debt;

                          (ii)     such of the Operating Costs as are recovered
                                   from insurance proceeds; and

                          (iii)    costs as determined by the Landlord of
                                   acquiring tenants for the Property.

              6.  The  Tenant  covenants  to pay to the  Landlord  the  Tenant's
              Proportionate  Share  of  the  costs  in  respect  of  each  Major
              Expenditure (as hereinafter  defined) as amortized over the period
              of the Landlord's  reasonable estimate of the economic life of the
              Major  Expenditure,  but not to exceed  fifteen (15) years,  using
              equal  monthly  installments  of  principal  and  interest  at ten
              percent (10%) per annum compounded semi-annually. For the purposes
              hereof,  "Major  Expenditure" shall mean any expenditure  incurred
              after  the date of  substantial  completion  of the  Building  for
              replacement of machinery, equipment, building elements, systems or
              facilities  forming  a part  of or  used in  connection  with  the
              Property  or  for  modifications,  upgrades  or  additions  to the
              Property or  facilities  used in  connection  therewith,  provided
              that,  in each case,  such  expenditures  is more than ten percent
              (10%) of the total Operating  Costs of the  immediately  preceding
              Fiscal Period.

              7. In calculating  Operating Costs for any Fiscal Period including
              the Base Year, if less than one hundred percent (100%) of Building
              is occupied by tenants,  then the amount of such  Operating  Costs
              shall be deemed for the purposes of this  Schedule to be increased
              to an amount  equal to the like  Operating  Costs  which  normally
              would be expected by the  Landlord to have been  incurred had such
              occupancy  been one  hundred  percent  (100%)  during  such entire
              period.

              8. In this Lease:
                           (i)  "Tenant's  Proportionate  Share"  shall mean 26%
                           subject to  adjustment  as  determined  solely by the
                           Landlord  and  notified  to the Tenant in writing for
                           physical increases or decreases in the total rentable
                           area of the  Property  provided  that total  rentable
                           area of the  Property  and the  rentable  area of the
                           Leased   Premises  shall  exclude  areas   designated
                           (whether or not rented) for parking and for storage.

                           (ii)   "Base Year" shall mean the calendar year 1997.





                                       D-3

<PAGE>

                                  SCHEDULE "E"

                              Rules and Regulations

         1. The  sidewalks,  entry  passages,  elevators  (if  installed  in the
         Building) and common stairways shall not be obstructed by the Tenant or
         used for any other  purpose than for ingress and egress to and from the
         Leased Premises. The Tenant will not place or allow to be placed in the
         Building corridors or public stairways any waste paper, dust,  garbage,
         refuse or anything whatever.

         2. The washroom  plumbing  fixtures and other water apparatus shall not
         be  used  for  any  purpose  other  than  those  for  which  they  were
         constructed, and no sweepings, rubbish, rags, ashes or other substances
         shall be thrown therein.  The expense of any damage resulting by misuse
         by the Tenant shall be borne by the Tenant.

         3. The Tenant shall permit window cleaners to clean the windows of the
         Leased Premises during normal business hours.

         4. No birds or animals shall be kept in or about the Property nor shall
         the  Tenant   operate  or  permit  to  be   operated   any  musical  or
         sound-producing  instruments  or devise or make or permit any  improper
         noise inside or outside the Leased  Premises which may be heard outside
         such Leased Premises.

         5. No one shall use the Leased  Premises for residential  purposes,  or
         for the  storage  of  personal  effects  or  articles  other than those
         required for business purposes.

         6. All persons entering and leaving the Building at any time other than
         during normal  business  hours shall register in the books which may be
         kept by the  landlord at or near the night  entrance  and the  Landlord
         will have the right to prevent any person from  entering or leaving the
         Building or the Property  unless provided with a key to the premises to
         which such person seeks entrance and a pass in a form to be approved by
         the  Landlord.  Any persons found in the Building at such times without
         such keys and passes will be subject to  surveillance  of the employees
         and agents of the Landlord.

         7. No dangerous or explosive materials shall be kept or permitted to be
         kept in the Leased Premises.

         8. The Tenant  shall not and shall not permit any cooking in the Leased
         Premises.  The Tenant shall not install or permit the  installation  or
         use of any  machine  dispensing  goods for sale in the Leased  Premises
         without  the prior  written  approval  of the  Landlord.  Only  persons
         authorized by the Landlord  shall be permitted to deliver or to use the
         elevators  (if installed in the Building) for the purpose of delivering
         food or beverages to the Leased Premises.

         9. The  Tenant  shall not bring in or take  out,  position,  construct,
         install or move any safe,  business  machine or other  heavy  equipment
         without first obtaining the prior written  consent of the Landlord.  In
         giving such  consent,  the Landlord  shall have the right,  in its sole
         discretion, to prescribe the weight permitted and the position thereof,
         and the use and design of planks,  skids or platforms to distribute the
         weight thereof.  All damage done to the Building by moving or using any
         such heavy  equipment or other office  equipment or furniture  shall be
         repaired  at the  expense  of  the  Tenant.  The  moving  of all  heavy
         equipment  or other office  equipment or furniture  shall occur only at
         times consented to by the Landlord and the persons employed to move the
         same in and out of the Building  must be  acceptable  to the  Landlord.
         Safes and other heavy office  equipment will be moved through the halls
         and  corridors  only upon  steel  bearing  plates.  No freight or bulky
         matter of any description will be received into the Building or carried
         in the elevators  (if  installed in the  Building)  except during hours
         approved by the Landlord.

         10. The Tenant shall give the Landlord prompt notice of any accident to
         or any defect in the plumbing, heating, air-conditioning,  ventilating,
         mechanical or electrical apparatus or any other part of the Building.

         11. The  parking of  automobiles  shall be subject to the  charges  and
         reasonable  regulations  of the  Landlord.  The  Landlord  shall not be
         responsible  for  damage  to or theft of any car,  its  accessories  or
         contents whether the same be the result of negligence or otherwise.

         12.  The  Tenant  shall not mark,  drill  into or in any way deface the
         walls,  ceilings,  partitions,  floors  or other  parts  of the  Leased
         Premises and the Building.





                                       E-1

<PAGE>


         13.  Except with the prior written  consent of the Landlord,  no tenant
         shall use or engage  any person or  persons  other than the  janitor or
         janitorial  contractor of 'the Landlord for the purpose of any cleaning
         of the Leased Premises.

         14. If the Tenant desires any electrical or communications  wiring, the
         Landlord reserves the right to direct qualified persons as to where and
         how the wires are to be  introduced,  and without  such  directions  no
         borings or cutting for wires shall take place.  No other wires or pipes
         of any kind  shall be  introduced  without  the  prior  consent  of the
         Landlord.

         15.  The Tenant  shall not place or cause to be placed  any  additional
         locks upon doors of the Leased  Premises  without  the  approval of the
         Landlord  and  subject  to any  conditions  imposed  by  the  Landlord.
         Additional  keys may be obtained  from the  Landlord at the cost of the
         Tenant.

         16.  The  Tenant  shall be  entitled  to have its name  shown  upon the
         directory board of the building and at one of the entrance doors to the
         Leased Premises, all at the Tenant's expense, but the Landlord shall in
         its  sole  discretion  design  the  style  of such  identification  and
         allocate the space on the directory board for the Tenant.

         17. The Tenant shall keep the sun drapes (if any) in a closed  position
         at all times.  The Tenant  shall not  interfere  with or  obstruct  any
         perimeter heating, air-conditioning or ventilating units.

         18. The Tenant shall not conduct, and shall not permit any, canvassing
         in the Building.

         19. The  Tenant  shall take care of the rugs and drapes (if any) in the
         Leased Premises and shall arrange for the  carrying-out of regular spot
         cleaning  and  shampooing  of carpets  and dry  cleaning of drapes in a
         manner acceptable to the Landlord.

         20. The Tenant shall permit the  periodic  closing of lanes,  driveways
         and passages for the purposes of preserving the Landlord's  rights over
         such lanes, driveways and passages.

         21.  The  Tenant  shall not  place or  permit  to be  placed  any sign,
         advertisement,  notice or other  display on any part of the exterior of
         the Leased Premises or elsewhere if such sign, advertisement, notice or
         other display is visible from outside the Leased  Premises  without the
         prior  written  consent  of  the  Landlord  which  may  be  arbitrarily
         withheld.  The Tenant, upon request of the Landlord,  shall immediately
         remove  any  sign,  advertisement,  notice or other  display  which the
         Tenant has placed or  permitted to be placed  which,  in the opinion of
         the Landlord, is objectionable,  and if the Tenant shall fail to do so,
         the Landlord may remove the same at the expense of the Tenant.

         22. The  Landlord  shall have the right to make such other and  further
         reasonable  rules  and  regulations  and to  alter  the  same as in its
         judgement  from  time  to  time  be  needful  for  the  safety,   care,
         cleanliness  and appearance of the Leased Premises and the Building and
         for the preservation of good order therein,  and the same shall be kept
         and observed by the tenants, their employees and servants. The Landlord
         also has the right to suspect  or cancel any or all of these  rules and
         regulations herein set out.



                                       E-2

<PAGE>



                                  SCHEDULE "F"
                             Leasehold Improvements

Definition of
Leasehold
Improvements
              1.  For  the   purposes  of  this  Lease,   the  Term   "Leasehold
              Improvements"   includes,   without   limitation,   all  fixtures,
              improvements,  installations,  alterations and additions from time
              to time made,  erected or installed by or on behalf of the Tenant,
              or any  previous  occupant  of the Leased  Premises  in the Leased
              Premises and by or on behalf of other tenants in other premises in
              the  Building  (including  the  Landlord  if an  occupant  of  the
              Building),  including all partitions,  doors and hardware  however
              affixed,  and whether or not movable,  all mechanical,  electrical
              and utility  installations  and all  carpeting and drapes with the
              exception  only of furniture  and  equipment  not of the nature of
              fixtures.

Installation of
Improvements &
Fixtures      2.  The  Landlord  shall  include  in  the  Leased   Premises  the
              "Landlord's  Work" (as  hereinafterdefined.  The Tenant  shall not
              make,  erect,  install or alter any Leasehold  Improvements in the
              Leased  Premises   without  having   requested  and  obtained  the
              Landlord's prior written approval.  The Landlord's  approval shall
              not, if given, under any circumstances,  be construed as a consent
              to the Landlord  having its estate  charges with the cost of work.
              The Landlord shall not  unreasonably  withhold its approval to any
              such  request,  but failure to comply with  Landlord's  reasonable
              requirements   from  time  to  time  for  the  Building  shall  be
              considered  sufficient  reason for refusal.  In making,  erecting,
              installing or altering any Leasehold Improvements the Tenant shall
              not, without the prior written approval of the Landlord,  alter or
              interfere  with any  installations  which  have  been made .by the
              Landlord or others and in no event shall alter or  interfere  with
              window  coverings (if any) or other light control devices (if any)
              installed in the Building.  The Tenant's  request for any approval
              hereunder  shall be in  writing  and  accompanied  by an  adequate
              description  of the  contemplated  work  and,  where  appropriate,
              working  drawings  and  specifications   thereof.  If  the  Tenant
              requires  from the  Landlord  drawings  or  specifications  of the
              Building in connection  with  Leasehold  Improvements,  the Tenant
              shall  pay  the  cost  thereof  to the  Landlord  on  demand.  Any
              reasonable  costs  and  expenses   incurred  by  the  Landlord  in
              connection with the Tenant's Leasehold  Improvements shall be paid
              by the Tenant to the Landlord on demand.  All work to be performed
              in the Leased Premises shall be performed by competent contractors
              and  sub-contractors  of whom the Landlord  shall have approved in
              writing prior to commencement of any work, such approval not to be
              unreasonably  withheld  (except that the Landlord may require that
              the Landlord's  contractors and sub-contractors be engaged for any
              mechanical or electrical work) and by workmen who have labor union
              affiliations that are compatible with these  affiliations (if any)
              or  workmen  employed  by the  Landlord  and its  contractors  and
              sub-contractors. All such work including the delivery, storage and
              removal of materials shall be subject to reasonable supervision of
              the Landlord, shall be performed in accordance with any reasonable
              conditions  or  regulations  imposed  by the  Landlord  including,
              without  limitation,  payment on demand of a reasonable fee of the
              Landlord for such supervision,  and shall be completed in good and
              workmanlike  manner in accordance with the description of the work
              approved  by  the  Landlord  and  in  accordance  with  all  laws,
              regulations and by-laws of all regulatory  authorities.  Copies of
              required building permits or  authorizations  shall be obtained by
              the Tenant at its  expense  and copies  shall be  provided  to the
              Landlord.  No locks shall be installed on the entrance doors or in
              any  doors  in the  Leased  Premises  that  are not  keyed  to the
              Building master key system.
Liens &
Encumbrances on
Improvements &
Fixtures      3. In  connection  with  the  making,  erection,  installation  or
              alteration of Improvements and all otherwork or installations made
              by or for the  Tenant in the  Leased  Premises  the  Tenant  shall
              comply with all the  provisions of the  mechanics'  lien and other
              similar statutes from time to time applicable  thereto  (including
              any  provision  requiring  or  enabling  the  retention  by way of
              holdback of portions of any sums  payable)  and,  except as to any
              such holdback,  shall promptly pay all accounts  relating thereto.
              The  Tenant  will  not  create  any  mortgage,  conventional  sale
              agreement  or  the   encumbrance   in  respect  of  its  Leasehold
              Improvements or, without the written consent of the Landlord, with
              respect to its trade fixtures nor shall the Tenant take any action
              as a  consequence  of which any such  mortgage,  conditional  sale
              agreement or other encumbrance would attach to the Property or any
              part  thereof.  If and whenever any  mechanics'  or other lien for
              work, labor,  services or materials  supplied to or for the Tenant
              or for the cost of which the  Tenant  may be in any way  liable or
              claims therefore shall arise or be filed

                                       F-1

<PAGE>

              or  any  such  mortgage,   conditional  sale  agreement  or  other
              encumbrance shall attach, the Tenant shall within twenty (20) days
              after  submission  by the Landlord of notice  thereof  procure the
              discharge   thereof,   including  any   certification   of  action
              registered in respect of any lien,  by payment of giving  security
              or in such other  manner as may be required or  permitted  by law,
              and  failing  which the  Landlord  may avail  itself of any of its
              remedies  hereunder  for  default  to the  Tenant and may make any
              payments  or take steps or  proceedings  required  to procure  the
              discharge of any such liens.






























                                       F-2

<PAGE>


                                  SCHEDULE "G"
                                   Basic Rent

       Months                       Rate/s.f.                    Amount
       -------                      ---------                  ----------
     2/15/97-2/14/98                 1.30                      $15,964.00



<PAGE>


                                  SCHEDULE "H"

                               Tenant Improvements


(Map of Tenant Improvements)