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                                                                 EXHIBIT 10.32

             STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE -- GROSS,
                     AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION      

1.   BASIC PROVISIONS ("BASIC PROVISIONS").

     1.1    PARTIES: This Lease ("LEASE"), dated for reference purposes only,
February 12 , 1999  , is made by and between Sea Cliff Properties, a California
General Partnership (|"LESSOR") and SuperGen, Inc., a Delaware Corporation
("LESSEE"), (Collectively the "PARTIES," or individually a "PARTY").

     1 .2(a) PREMISES: That certain portion of the Building, including all
improvements therein or to be provided by Lessor under the terms of this Lease,
commonly known by the street address of 1075 Serpentine Lane, Suite A, located
in the City of Pleasanton, County of Alameda, State of California, with zip code
94566, as outlined on Exhibit A attached hereto ("PREMISES"). The "BUILDING" is
that certain building containing the Premises and generally described as
(describe briefly the nature of the Building):  Approximately 10,672+- square
feet of office space within a larger concrete tilt-up building consisting of
approximately 21,344+ square feet (per Exhibits A and B)  In addition to
Lessee's rights to use and occupy the Premises as hereinafter specified, Lessee
shall have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7
below) as hereinafter specified, but shall not have any rights to the roof,
exterior walls or utility raceways of the Building or to any other buildings in
the Industrial Center. The Premises, the Building, the Common Areas, the land
upon which they are located, along with all other buildings and improvements
thereon, are herein collectively referred to as the "INDUSTRIAL CENTER." (Also
see Paragraph 2.)

     1.2(b) PARKING: 20. 7% of available parking in the Industrial Center
unreserved vehicle parking spaces ("UNRESERVED PARKING SPACES"); and zero
reserved vehicle parking spaces ("RESERVED PARKING SPACES"). (Also see Paragraph
2.6.)

     1.3 TERM: 5 years and 0 months ("ORIGINAL TERM") commencing July 1, 2001
(Refer to Addendum One, Items 1 & 2) ("COMMENCEMENT DATE") and ending 6/30/2006
("EXPIRATION DATE"). (Also see Paragraph 3.)

     1.4 EARLY POSSESSION: N/A  ("EARLY POSSESSION DATE"). (Also see Paragraphs
3.2 and 3.3.)

     1.5 BASE RENT:  $ 10,565.00 per month ("BASE RENT"), payable on the first
day of each month commencing July 2001  (Also see Paragraph 4.)

/X/  If this box is checked, this Lease provides for the Base Rent to be 
adjusted per Addendum One, attached hereto.

     1.6(a) BASE RENT PAID UPON EXECUTION:   $ 10,565.00 as Base Rent for the
period July 2001

     1.6(b) LESSEE'S SHARE OF COMMON AREA OPERATING EXPENSES: per Addendum One,
Paragraph 5 percent   (50%)  ("LESSEE'S SHARE") as determined by   prorata
square footage of the Premises as compared to the total square footage of the
Building or / / other criteria as described in Addendum __________.

     1.7    SECURITY DEPOSIT:  $15,000.00   (Refer to Addendum One, Item 1)
("SECURITY DEPOSIT").  (Also see Paragraph 5)

     1.8    PERMITTED USE: Administrative, sales and general office; storage,
and other uses related to company operations.  ("PERMITTED USE") (Also see
Paragraph 6.)

     1.9    INSURING PARTY. Lessor is the "INSURING PARTY." (Also see Paragraph
8.)

     1.10(a) REAL ESTATE BROKERS. The following real estate broker(s)
(collectively, the "BROKERS") and brokerage relationships exist in this
transaction and are consented to by the Parties (check applicable boxes):

/ /_____________________________represents Lessor exclusively ("LESSOR'S
BROKER");
/ /_____________________________represents Lessee exclusively ("LESSEE'S
BROKER"); or
/X/   Lee & Associates           represents both Lessor and Lessee ("DUAL
AGENCY"). (Also see Paragraph 15.)

     1 .10(b) PAYMENT TO BROKERS. Upon the execution of this Lease by both
Parties, Lessor shall pay to said Broker(s) jointly, or in such separate shares
as they may mutually designate in writing, a fee as set forth in a separate
written agreement between Lessor and said Broker(s) (or in the event there is no
separate written agreement between Lessor and said Broker(s), the sum of $ per
agreement) for brokerage services rendered by said Broker(s) in connection with
this transaction.

     1.11   GUARANTOR. The obligations of the Lessee under this Lease are to be
guaranteed by (N/A) ("GUARANTOR"). (Also see Paragraph 37.)

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     1.12   ADDENDA AND EXHIBITS. Attached hereto is an Addendum or Addenda
consisting of Paragraphs I through 18, and Exhibits A through C, all of which
constitute a part of this Lease. 

2.   PREMISES, PARKING AND COMMON AREAS.

     2.1    LETTING. Lessor hereby leases to Lessee, and Lessee hereby leases
from Lessor, the Premises, for the term, at the rental, and upon all of the
terms, covenants and conditions set forth in this Lease. Unless otherwise
provided herein, any statement of square footage set forth in this Lease, or
that may have been used in calculating rental and/or Common Area Operating
Expenses, is an approximation which Lessor and Lessee agree is reasonable and
the rental and Lessee's Share (as defined in Paragraph 1 .6(b)) based thereon is
not subject to revision whether or not the actual square footage is more or
less.

     2.2    CONDITION. Lessor shall deliver the Premises to Lessee clean and
free of debris on the Commencement Date and warrants to Lessee that to lessor's
knowledge the existing plumbing, electrical systems, fire sprinkler system,
lighting, air conditioning and heating systems and loading doors, if any, in the
Premises, other than those constructed by Lessee, shall be in good operating
condition on the Commencement Date. If a non-compliance with said warranty
exists as of the Commencement Date, Lessor shall, except as otherwise provided
in this Lease, promptly after receipt of written notice from Lessee setting
forth with specificity the nature and extent of such non-compliance, rectify
same at Lessor's expense. If Lessee does not give Lessor written notice of a
non-compliance with this warranty within sixty (60) days after the Commencement
Date, correction of that non-compliance shall be the obligation of Lessee at
Lessee's sole cost and expense.

     2.3    COMPLIANCE WITH COVENANTS, RESTRICTIONS AND BUILDING CODE. Lessor
warrants that to Lessor's knowledge any improvements (other than those
constructed by Lessee or at Lessee's direction) on or in the Premises which have
been constructed or installed by Lessor or with Lessor's consent or at Lessor's
direction shall comply with all applicable covenants or restrictions of record
and applicable building codes, regulations and ordinances in effect on the
Commencement Date. Lessor further warrants to Lessee that Lessor has no
knowledge of any claim having been made by any governmental agency that a
violation or violations of applicable building codes, regulations, or ordinances
exist with regard to the Premises as of the Commencement Date. Said warranties
shall not apply to any Alterations or Utility Installations (defined in
Paragraph 7.3(a)) made or to be made by Lessee. If the Premises do not comply
with said warranties, Lessor shall, except as otherwise provided in this Lease,
promptly after receipt of written notice from Lessee given within six (6) months
following the Commencement Date and setting forth with specificity the nature
and extent of such non-compliance, take such action, at Lessor's expense, as may
be reasonable or appropriate to rectify the non-compliance. Lessor makes no
warranty that the Permitted Use in Paragraph 1.8 is permitted for the Premises
under Applicable Laws (as defined in Paragraph 2.4).

     2.4    ACCEPTANCE OF PREMISES. Lessee hereby acknowledges: (a) that it has
been advised by the Broker(s) to satisfy itself with respect to the condition of
the Premises (including, but not limited to, the electrical and fire sprinkler
systems, security, environmental aspects, seismic and earthquake requirements,
and compliance with the Americans with Disabilities Act and applicable zoning,
municipal, county, state and federal laws, ordinances and regulations and any
covenants or restrictions of record (collectively, "APPLICABLE LAWS") and the
present and future suitability of the Premises for Lessee's intended use; (b)
that Lessee has made such investigation as it deems necessary with reference to
such matters, is satisfied with reference thereto, and assumes all
responsibility therefore as the same relate to Lessee's occupancy of the
Premises and/or the terms of this Lease; and (c) that neither Lessor, nor any of
Lessor's agents, has made any oral or written representations or warranties with
respect to said matters other than as set forth in this Lease.

     2.5    LESSEE AS PRIOR OWNER/OCCUPANT. The warranties made by Lessor in 
this Paragraph 2 shall be of no force or effect if immediately prior to the 
date set forth in Paragraph 1.1 Lessee was the owner or occupant of the 
Premises. In such event, Lessee shall, at Lessee's sole cost and expense, 
correct any non-compliance of the Premises with said warranties.

     2.6    VEHICLE PARKING. Lessee shall be entitled to use the number of 
Unreserved Parking Spaces and Reserved Parking Spaces specified in Paragraph 
1.2(b) on those portions of the Common Areas designated from time to time by 
Lessor for parking Lessee shall not use more parking spaces than said number. 
Said parking spaces shall be used for parking by vehicles no larger than 
full-size passenger automobiles or pick-up trucks, herein called "Permitted 
Size Vehicles." Vehicles other than Permitted Size Vehicles shall be parked 
and loaded or unloaded as

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directed by Lessor in the Rules and Regulations (as defined in Paragraph 40) 
issued by Lessor. (Also see Paragraph 2.9.)

            (a) Lessee shall not permit or allow any vehicles that belong to or
     are controlled by Lessee or Lessee's employees, suppliers, shippers,
     customers, contractors or invitees to be loaded, unloaded, or parked in
     areas other than those designated by Lessor for such activities.
            (b) If Lessee permits or allows any of the prohibited activities
     described in this Paragraph 2.6, then Lessor shall have the right, without
     notice, in addition to such other rights and remedies that it may have, to
     remove or tow away the vehicle involved and charge the cost to Lessee,
     which cost shall be immediately payable upon demand by Lessor.
            (c) Lessor shall at the Commencement Date of this Lease, provide
     the parking facilities required by Applicable Law.

     2.7    COMMON AREAS -- DEFINITION. The term "COMMON AREAS" is defined as
all areas and facilities outside the Premises and within the exterior boundary
line of the Industrial Center and interior utility raceways within the Premises
that are provided and designated by the Lessor from time to time for the general
non-exclusive use of Lessor, Lessee and other lessees of the Industrial Center
and their respective employees, suppliers, shippers, customers, contractors and
invitees, including parking areas, loading and unloading areas, trash areas,
roadways, sidewalks, walkways, parkways, driveways and landscaped areas.

     2.8    COMMON AREAS -- LESSEE'S RIGHTS. Lessor hereby grants to Lessee,
for the benefit of Lessee and its employees, suppliers, shippers, contractors,
customers and invitees, during the term of this Lease, the non-exclusive right
to use, in common with others entitled to such use, the Common Areas as they
exist from time to time, subject to any rights, powers, and privileges reserved
by Lessor under the terms hereof or under the terms of any rules and regulations
or restrictions governing the use of the Industrial Center. Under no
circumstances shall the right herein granted to use the Common Areas be deemed
to include the right to store any property, temporarily or permanently, in the
Common Areas. Any such storage shall be permitted only by the prior written
consent of Lessor or Lessor's designated agent, which consent may be revoked at
any time. In the event that any unauthorized storage shall occur then Lessor
shall have Use right, with notice, in addition to such other rights and remedies
that it may have, to remove the property and charge the cost to Lessee, which
cost shall be immediately payable upon demand by Lessor.

     2.9    COMMON AREAS -- RULES AND REGULATIONS.  Lessor or such other
person(s) as Lessor may appoint shall have the exclusive control and management
of the Common Areas and shall have the right, from time to time, to establish,
modify, amend and enforce reasonable Rules and Regulations with respect thereto
in accordance with Paragraph 40. Lessee agrees to abide by and conform to all
such Rules and Regulations, and to cause its employees, suppliers, shippers,
customers, contractors and invitees to so abide and conform. Lessor shall not be
responsible to Lessee for the non-compliance with said rules and regulations by
other lessees of the industrial Center.

     2.10   COMMON AREAS -- CHANGES. Lessor shalt have the right, in Lessor's
sole discretion, from time to time:

            (a) To make changes to the Common Areas, including, without
     limitation, changes in the location, size, shape and number of driveways,
     entrances, parking spaces, parking areas, loading and unloading areas,
     ingress; egress, direction of traffic, landscaped areas, walkways and
     utility raceways;
            (b) To close temporarily any of the Common Areas for maintenance
     purposes so long as reasonable access to the Premises remains available;
            (c) To designate other land outside the boundaries of the
     Industrial Center to be a part of the Common Areas;
            (d) To add additional buildings and improvements to the Common
     Areas;
            (e) To use the Common Areas while engaged in making additional
     improvements, repairs or alterations to the Industrial Center, or any
     portion thereof; and
            (f) To do and perform such other acts and make such other changes
     in, to or with respect to the Common Areas and Industrial Center as Lessor
     may, in the exercise of sound business judgment, deem to be appropriate.

3.    TERM.

     3.1    TERM. The Commencement Date, Expiration Date and Original Term of
this Lease are as specified in Paragraph 1.3.

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     3.2    EARLY POSSESSION. If an Early Possession Date is specified in
Paragraph 1.4 and if Lessee totally or partiaity occupies the Premises after the
Early Possession Date but prior to the Commencement Date, the obligation to pay
Base Rent shall be abated for the period of such early occupancy. Ail other
terms of this Lease, however, (including, but not limited to, the obligations to
pay Lessee's Share of Common Area Operating Expenses and to carry the insurance
required by Paragraph 8) shall be in effect during such period. Any such early
possession shall not affect nor advance the Expiration Date of the Original
Term.

     3.3    DELAY IN POSSESSION. If for any reason Lessor cannot deliver
possession of the Premises to Lessee by the Early Possession Date, if one is
specified in Paragraph 1.4, or if no Early Possession Date is specified, by the
Commencement Date, Lessor shall not be subject to any liability U1erefor, nor
shall such failure affect the validity of this Lease, or the obligations of
Lessee hereunder, or extend the term hereof, but in such case, Lessee shall not,
except as otherwise provided herein, be obligated to pay rent or perform any
other obligation of Lessee under the terms of this Lease until Lessor delivers
possession of the Premises to Lessee. if possession of the Premises is not
delivered to Lessee within ninety (90) days after the Commencement Date, Lessee
may, at its option, by notice in writing to Lessor within ten (10) days after
the end of said ninety (90) day period, cancel this Lease, in which event the
Parties shall be discharged from all obligations hereunder; provided further,
however, that if such written notice of Lessee is not received by Lessor within
said ten (10) day period, Lessee's right to cancel this Lease hereunder shad
terminate and be of no further force or effect. Except as may be otherwise
provided, and regardless of when the Original Term actually commences, if
possession is not tendered to Lessee when required by this Lease and Lessee does
not terminate this Lease, as aforesaid, the period free of the obligation to pay
Base Rent, if any, that Lessee would otherwise have enjoyed shall run from the
date of delivery of possession and continue for a period equal to the period
during which the Lessee would have otherwise enjoyed under the terms hereof, but
minus any days of delay caused by the acts, changes or omissions of Lessee.

4. RENT.

     4.1    BASE RENT. Lessee shall pay Base Rent and other rent or charges, as
the same may be adjusted from time to time to Lessor in lawful money of the
United States, without offset or deduction, on or before the day on which it is
due under the terms of this Lease. Base Rent and ail other rent and charges for
any period during the term hereof which is for less than one full month shall be
prorated based upon the actual number of days of the month involved. Payment of
Base Rent and other charges shad be made to Lessor at its address stated herein
or to such other persons or at such other addresses as Lessor may from time to
time designate in writing to Lessee.

     4.2    COMMON AREA OPERATING EXPENSES. Lessee shall pay to Lessor during
the term hereof, in addition to the Base Rent, Lessee's Share (as specified in
Paragraph 1 6(b)) of all Common Area Operating Expenses, as hereinafter defined,
during each calendar year of the term of this Lease, in accordance with the
following provisions:

            (a) "Common Area Operating Expenses. are defined, for purposes of
            this Lease, as all costs incurred by Lessor relating to the
            ownership and operation of the industrial Center, including, but
            not limited to, the following:
            (i) The operation, repair and maintenance, in neat, clean, good
            order and condition, of the following:
            (aa) The Common Areas, including parking areas, loading and
            unloading areas, trash areas, roadways, sidewalks, walkways,
            parkways, driveways, landscaped areas, striping, bumpers,
            irrigation systems, Common Area fighting facilities, fences and
            gates, elevators and roof.
            (bb) Exterior signs and any tenant directories.
            (cc) Fire detection and sprinkler systems.
            (ii) The cost of water, gas, electricity and telephone to service
            the Common Areas.
            (iii) Trash disposal, property management and security services and
            the costs of any environmental inspections. 
            (iv) Reserves set aside for maintenance and repair of Common Areas. 
            (v) Any increase above the Base Real Property Taxes (as defined in
            Paragraph 10.2(b)) for the Building and the Common Areas. 
            (vi) Any "Insurance Cost Increase" (as defined in Paragraph 8.1). 
            (vii) The cost of insurance carried by Lessor with respect to the
            Common Areas. 
            (viii) Any deductible portion of an insured loss concerning the
            Building or the Common Areas. 

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            (ix) Any other services to be provided by Lessor that are stated
            elsewhere in this Lease to be a Common Area Operating Expense.

            (b) Any Common Area Operating Expenses and Real Property Taxes that
     are specifically attributable to the Building or to any other building in
     the Industrial Center or to the operation, repair and maintenance thereof,
     shall be allocated entirely to the Building or to such other building.
     However, any Common Area Operating Expenses and Real Property Taxes that
     are not specifically attributable to the Building or to any other building
     or to the operation, repair and maintenance thereof, shall be equitably
     allocated by Lessor to all buildings in the Industrial Center.

            (c) The inclusion of the improvements, facilities and services set
     forth in Subparagraph 4.2(a) shall not be deemed to impose an obligation
     upon Lessor to either have said improvements or facilities or to provide
     those services unless the Industrial Center already has the same, Lessor
     already provides the services, or Lessor has agreed elsewhere in this Lease
     to provide the same or some of them.

            (d) Lessee's Share of Common Area Operating Expenses shall be
     payable by Lessee within thirty (30) days after a reasonably detailed
     statement of actual expenses is presented to Lessee by Lessor At Lessor's
     option, however, an amount may be estimated by Lessor from time to time of
     Lessee's Share of annual Common Area Operating Expenses and the same shall
     be payable monthly or quarterly, as Lessor shall designate, during each 
     12-month period of the Lease term, on the same day as the Base Rent is due
     hereunder. Lessor shall deliver to Lessee within sixty (60) days after the
     expiration of each calendar year a reasonably detailed statement showing
     Lessee's Share of the actual Common Area Operating Expenses incurred during
     the preceding year. If Lessee's payments under this Paragraph 4.2(d) during
     said preceding year exceed Lessee's Share as indicated on said statement,
     Lessee shall be credited the amount of such overpayment against Lessee's
     Share of Common Area Operating Expenses next becoming due. If Lessee's
     payments under this Paragraph 4.2(d) during said preceding year were less
     than Lessee's Share as indicated on said statement, Lessee shall pay to
     Lessor the amount of the deficiency within ten (10) days after delivery by
     Lessor to Lessee of said statement.

5.   SECURITY DEPOSIT. Lessee shall deposit with Lessor upon Lessee's execution
hereof the Security Deposit set forth in Paragraph 1.7 as security for Lessee's
faithful performance of Lessee's obligations under this Lease. If Lessee fails
to pay Base Rent or other rent or charges due hereunder, or otherwise Defaults
under this Lease (as defined in Paragraph 18.1), Lessor may use, apply or retain
all or any portion of said Security Deposit for the payment of any amount due
Lessor or to reimburse or compensate Lessor for any liability, cost, expense,
loss or damage (including attorneys' fees) which Lessor may suffer or incur by
reason thereof. If Lessor uses or applies all or any portion of said Security
Deposit, Lessee shall within ten (10) days after written request therefore
deposit monies with Lessor sufficient to restore said Security Deposit to the
full amount required by this Lease. Lessor shall not be required to keep all or
any part of tile Security Deposit separate from its general accounts. Lessor
shall, at the expiration or earlier termination of the term hereof and after
Lessee has vacated the Premises, return to Lessee (or, at Lessor's option, to
the last assignee, if any, of Lessee's interest herein), that portion of the
Security Deposit not used or applied by Lessor. Unless otherwise expressly
agreed in writing by Lessor, no part of the Security Deposit shall be considered
to be held in trust, to bear interest or other increment for its use, or to be
prepayment for any monies to be paid by Lessee under this Lease.

6.   USE.

     6.1    PERMITTED USE.
            (a) Lessee shall use and occupy the Premises only for the Permitted
     Use set forth in Paragraph 1.8,  and for no other purpose. Lessee shall not
     use or permit the use of the Premises in a manner that is unlawful, creates
     waste or a nuisance, or that disturbs owners and/or occupants of, or causes
     damage to the Premises or neighboring premises or properties.

            (b) Lessor hereby agrees to not unreasonably withhold or delay its
     consent to any written request by Lessee, Lessee's assignees or subtenants,
     and by prospective assignees and subtenants of Lessee, its assignees and
     subtenants, for a modification of said Permitted Use, so long as the same
     will not impair the structural integrity of the improvements on the
     Premises or in the Building or the mechanical or electrical systems
     therein, does not conflict with uses by other lessees, is not significantly
     more burdensome to the Premises or the Building and the improvements
     thereon, and is otherwise permissible pursuant to this Paragraph 6. If
     Lessor elects to withhold such consent, Lessor shall within five (5)
     business days after such 


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     request give a written notification of same, which notice shall include 
     an explanation of Lessor's reasonable objections to the change in use.

     6.2    HAZARDOUS SUBSTANCES.

            (a) REPORTABLE USES REQUIRE CONSENT. The term "HAZARDOUS SUBSTANCE"
     as used in this Lease shall mean any product, substance, chemical, material
     or waste whose presence, nature, quantity and/or intensity of existence,
     use, manufacture, disposal, transportation, spill, release or effect,
     either by itself or in combination with other materials expected to be on
     the Premises, is either (i) potentially injurious to the public health,
     safety or welfare, the environment, or the Premises; (ii) regulated or
     monitored by any governmental authority; or (iii) a basis for potential
     liability of Lessor to any governmental agency or third party under any
     applicable statute or common law theory. Hazardous Substance shall include,
     but not be United to, hydrocarbons, petroleum, gasoline, crude oil or any
     products or by-products thereof. Lessee shall not engage in any activity in
     or about the Premises which constitutes a Reportable Use (as hereinafter
     defined) of Hazardous Substances without the express prior written consent
     of Lessor and compliance in a timely manner (at lessee's sole cost and
     expense) with all Applicable Requirements (as defined in Paragraph 6.3).
     "REPORTABLE USE" shall mean (i) the installation or use of any above or
     below ground storage tank, (ii) the generation, possession, storage, use,
     transportation, or disposal of a Hazardous Substance that requires a permit
     from, or with respect to which a report, notice, registration or business
     plan is required to be filed with, any governmental authority, and (iii)
     the presence in, on or about the Premises of a Hazardous Substance with
     respect to which any Applicable Laws require that a notice be given to
     persons entering or occupying the Premises or neighboring properties.
     Notwithstanding the foregoing, Lessee may, without Lessor's prior consent,
     but upon notice to Lessor and in compliance with all Applicable
     Requirements, use any ordinary and customary materials reasonably required
     to be used by Lessee in the normal course of the Permitted Use, so long as
     such use is not a Reportable Use and does not expose the Premises, or
     neighboring properties to any meaningful risk of contamination or damage or
     expose Lessor to any liability therefor. In addition, Lessor may (but
     without any obligation to do so) condition its consent to any Reportable
     Use of any Hazardous Substance by Lessee upon Lessee's giving Lessor such
     additional assurances as Lessor, in its reasonable discretion, deems
     necessary to protect itself, the public, the Premises and the environment
     against damage, contamination or injury and/or liability therefor,
     including, but not limited to, the installation (and, at Lessor's option,
     removal on or before Lease expiration or earlier termination) of reasonably
     necessary protective modifications to the Premises (such as concrete
     encasements) and/or the deposit of an additional Security Deposit under
     Paragraph 5 hereof.

     (b) DUTY TO INFORM LESSOR. If Lessee knows, or has reasonable cause to
     believe, that a Hazardous Substance has come to be located in, on, under or
     about the Premises or the Building, other than as previously consented to
     by Lessor, Lessee shall immediately give Lessor written notice thereof,
     together with a copy of any statement, report, notice, registration,
     application, permit, business plan, license, claim, action, or proceeding
     given to, or received from, any governmental authority or private party
     concerning the presence, spill, release, discharge of, or exposure to, such
     Hazardous Substance including, but not limited to, all such documents as
     may be involved in any Reportable Use involving the Premises. Lessee shall
     not cause or permit any Hazardous Substance to be spilled or released in,
     on, under or about the Premises (including, without limitation, through the
     plumbing or sanitary sewer system).

     (c)    INDEMNIFICATION. Lessee shall indemnify, protect, defend and hold
     Lessor, its agents, employees, lenders and ground lessor, if any, and the
     Premises, harmless from and against any and all damages, liabilities,
     judgments, costs, claims, liens, expenses, penalties, loss of permits and
     attorneys' and consultants' fees arising out of or involving any Hazardous
     Substance brought onto the Premises by or for Lessee or by anyone under
     Lessee's control. Lessee's obligations under this Paragraph 6.2(c) shall
     include, but not be limited to, the effects of any contamination or injury
     to person, property or the environment created or suffered by Lessee, and
     the cost of investigation (including consultants and attorneys' fees and
     testing), removal, remediation, restoration and/or abatement thereof, or of
     any contamination therein involved, and shall survive the expiration or
     earlier termination of this Lease. No termination, cancellation or release
     agreement entered into by Lessor and Lessee shall release Lessee from its
     obligations under this Lease with respect to Hazardous Substances, unless
     specifically so agreed by Lessor in writing at the time of such agreement.

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     6.3    LESSEE'S COMPLIANCE WITH REQUIREMENTS. Lessee shall, at Lessee's
sole cost and expense, fully, diligently and in a timely manner, comply with all
"APPLICABLE REQUIREMENTS", which term is used in this Lease to mean all laws,
rules, regulations, ordinances, directives, covenants, easements and
restrictions of record, permits, the requirements of any applicable fire
insurance underwriter or rating bureau, and the recommendations of Lessor's
engineers and/or consultants, relating in any manner to Lessee's U5e of the
Premises (including, but not limited to, matters pertaining to (i) industrial
hygiene, (ii) environmental conditions on, in, under or about the Premises,
including soil and groundwater conditions, and (iii) the use, generation,
manufacture, production, installation, maintenance, removal, transportation,
storage, spill, or release of any Hazardous Substance), now in effect or which
may hereafter come into effect. Lessee stiall, within five (5) days after
receipt of Lessor's written request, provide Lessor With copies of all documents
and information, including, but not limited to, permits, registrations,
manifests, applications, reports and certificates, evidencing Lessee's
compliance with any Applicable Requirements specified by Lessor, and shall
immediately upon receipt, notify Lessor in writing (with copies of any documents
involved) of any threatened or actual claim, notice, citation, warning,
complaint or report pertaining to or involving failure by Lessee or the Premises
to comply with any Applicable Requirements.

     6.4    INSPECTION; COMPLIANCE WITH LAW. Lessor, Lessor's agents,
employees, contractors and designated representatives, and the holders of any
mortgages, deeds of trust or ground leases on the Premises ("LENDERS") shall
have the right to enter the Premises at any time in the case of an emergency,
and otherwise at reasonable times, for the purpose of inspecting the condition
of the Premises and for verifying compliance by Lessee with this Lease and all
Applicable Requirements (as defined in Paragraph 6.3), and Lessor shall be
entitled to employ experts and/or consultants in connection therewith to advise
Lessor with respect to Lessee's activities, including, but not limited to,
Lessee's installation, operation, use, monitoring, maintenance, or removal of
any Hazardous Substance on or from the Premises. The costs and expenses of any
such inspections shall be paid by the party requesting same, unless a  Breach of
this Lease by Lessee or a violation of Applicable Requirements or a
contamination, caused or materially contributed to by Lessee, is found to exist
or  unless the inspection is requested or ordered by a governmental authority as
the result of any such existing violation or contamination. In such case, Lessee
shall upon request reimburse Lessor or Lessor's Lender, as the case may be, for
the costs and expenses of such inspections.

7.   MAINTENANCE, REPAIRS, UTILITY INSTALLATIONS, TRADE FIXTURES AND
ALTERATIONS.

     7.1    LESSEE'S OBLIGATIONS.

            (a) Subject to the provisions of Paragraphs 2.2 (Condition), 2.3
     (Compliance with Covenants, Restrictions and Building Code), 7.2 (Lessor's
     Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee
     shall, at Lessee's sole cost and expense and at all times, keep the
     Premises and every part thereof in good order, condition and repair
     (whether or not such portion of the Premises requiring repair, or the means
     of repairing the same, are reasonably or readily accessible to Lessee, and
     whether or not the need for such repairs occurs as a result of lessee's
     use, any prior use, the elements or the age of such portion of the
     Premises), including, without limiting the generality of the foregoing, all
     equipment or facilities specifically serving the Premises, such as
     plumbing, heating, air conditioning, ventilating, electrical, lighting
     facilities, boilers, fired or unfired pressure vessels, fire hose
     connections if within the Premises, fixtures, interior walls, interior
     surfaces of exterior walls, ceilings, floors, windows, doors, plate glass,
     and skylights, but excluding any items which are the responsibility of
     Lessor pursuant to Paragraph 7.2 below. Lessee, in keeping the Premises in
     good order, condition and repair, shall exercise and perform good
     maintenance practices. Lessee's obligations shall include restorations,
     replacements or renewals when necessary to keep the Premises and all
     improvements thereon or a part thereof in good order, condition and state
     of repair.

            (b) Lessee shall, at Lessee's sole cost and expense, procure and
     maintain a contract, with copies to Lessor, in customary form and substance
     for and with a contractor specializing and experienced in the inspection,
     maintenance and service of the heating, air conditioning and ventilation
     system for the Premises. However, Lessor reserves the right, upon notice to
     Lessee, to procure and maintain the contract for the heating, air
     conditioning and ventilating systems, and if Lessor so elects, Lessee shall
     reimburse Lessor, upon demand, for the cost thereof.

            (c) If Lessee fails to perform Lessee's obligations under this
     Paragraph 7.1, Lessor may enter upon the Premises after thirty (30) days
     prior written notice to Lessee (except in the case of an emergency, in

<PAGE>

     which case no notice shall be required), perform such obligations on
     Lessee's behalf, and put the Premises in good order, condition and repair,
     in accordance with Paragraph 13.2 below.

     7.2    LESSOR'S OBLIGATIONS. Subject to the provisions of Paragraphs 2.2
(Condition), 2.3 (Compliance with Covenants, Restrictions and Building Code),
4.2 (Common Area Operating Expenses), 6 (Use), 7.1 (Lessee's Obligations), 9
(Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement
pursuant to Paragraph 4.2, shall keep in good order, condition and repair the
foundations, exterior walls, structural condition of interior bearing walls,
exterior roof, fire sprinkler and/or standpipe and hose (if located in the
Common Areas) or other automatic fire extinguishing system including fire alarm
and/or smoke detection systems and equipment, fire hydrants, parking lots,
walkways, parkways, driveways, landscaping, fences, signs and utility systems
serving the Common Areas and all parts thereof, as well as providing the
services for which there is a Common Area Operating Expense pursuant to
Paragraph 4.2. Lessor shall not be obligated to paint the exterior or interior
surfaces of exterior walls nor shall Lessor be obligated to maintain, repair or
replace windows, doors or plate glass of the Premises. Lessee expressly waives
the benefit of any statute now or hereafter in effect which would otherwise
afford Lessee the right to make repairs at lessor's expense or to terminate this
Lease because of Lessor's failure to keep the Building, Industrial Center or
Common Areas in good order, condition and repair.

     7.3    UTILITY INSTALLATIONS, TRADE FIXTURES, ALTERATIONS.

            (a) DEFINITIONS; CONSENT REQUIRED. The term "UTILITY INSTALLATIONS"
     is used in this Lease to refer to all air lines, power panels, electrical
     distribution, security, fire protection systems, communications systems,
     lighting fixtures, heating, ventilating and air conditioning equipment,
     plumbing, and fencing in, on or about the Premises. The term "TRADE
     FIXTURES" shall mean Lessee's machinery and equipment which can be removed
     without doing material damage to the Premises. The term "ALTERATIONS" shall
     mean any modification of the improvements on the Premises which are
     provided by Lessor under the terms of this Lease, other than Utility
     Installations or Trade Fixtures. Lessee-Owned Alterations and/or Utility
     Installations are defined as Alterations and/or Utility Installations made
     by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a).
     Lessee shall not make nor cause to be made any Alterations or Utility
     Installations in, on, under or about the Premises without Lessor's prior
     written consent. Lessee may, however, make non-structural Utility
     Installations or alterations to the interior of the Premises (excluding the
     rot without Lessor's consent but upon notice to Lessor, so long as they are
     not visible from the outside of the Premises, do not involve puncturing,
     relocating or removing the roof or any existing walls, or changing or
     interfering with the fire sprinkler or fire detection systems and the cost
     thereof does not exceed $5,000.00.

            (b) CONSENT. Any Alterations or Utility Installations that Lessee
     shall desire to make and which require the consent of the Lessor shall be
     presented to Lessor in written form with detailed plans. All consents given
     by Lessor, whether by virtue of Paragraph 7 3(a) or by subsequent specific
     consent, shall be deemed conditioned upon: (i) Lessee's acquiring all
     applicable permits required by governmental authorities; (ii) the
     furnishing of copies of such permits together with a copy of the plans and
     specifications for the Alteration or Utility Installation to Lessor prior
     to commencement of the work thereon; and (iii) the compliance by Lessee
     with all conditions of said permits in a prompt and expeditious manner. Any
     Alterations or Utility Installations by Lessee during the term of this
     Lease shall be done in a good and workmanlike manner, with good and
     sufficient materials, and be in compliance with all Applicable
     Requirements. Lessee shall promptly upon completion thereof furnish Lessor
     with as-built plans and specifications therefor. Lessor may (but without
     obligation to do so) condition its consent to any requested Alteration or
     Utility Installation that costs $5,000.00 or more upon Lessee's providing
     Lessor with a lien and completion bond in an amount equal to the estimated
     cost of such Alteration or Utility Installation.

            (c) LIEN PROTECTION. Lessee shall pay when due all claims for labor
     or materials furnished or alleged to have been furnished to or for Lessee
     at or for use on the Premises, which claims are or may be secured by any
     mechanics or materialmenqs lien against the Premises or any interest
     therein. Lessee shall give Lessor not less than ten (10) days notice prior
     to the commencement of any'work in, on, or about the Premises, and Lessor
     shall have the right to post notices of non-responsibility in or on the
     Premises as provided by law. If Lessee shall, in good faith, contest the
     validity of any such lien, claim or demand, then Lessee shall, at its sole
     expense, defend and protect itself, Lessor and the Premises against the
     same and shall pay and satisfy any such adverse judgment that may be
     rendered thereon before the enforcement thereof against the Lessor or the
     Premises. If Lessor shall require, Lessee shall furnish to Lessor a surety

<PAGE>

     bond satisfactory to Lessor, in an amount equal to one and one-half times
     the amount of such contested lien claim or demand, indemnifying Lessor
     against liability for the same, as required by law for the holding of the
     Premises free from the effect of such lien or claim. in addition, Lessor
     may require Lessee to pay Lessor's attorneys' fees and costs in
     participating in such action if Lessor shall decide it is to its best
     interest to do so.

     7.4    OWNERSHIP, REMOVAL, SURRENDER, AND RESTORATION.

            (a) OWNERSHIP. Subject to Lessor's right to require their removal
     and to cause Lessee to become the owner thereof as hereinafter provided in
     this Paragraph 7.4, all Alterations and Utility Installations made to the
     Premises by Lessee shall be the property of and owned by Lessee, but
     considered a part of the Premises. Lessor may, at any time and at its
     option, elect in writing to Lessee to be the owner of all or any specified
     part of tile Lessee-Owned Alterations and Utility Installations Unless
     otherwise instructed per Subparagraph 7.4(b) hereof all Lessee-Owned
     Alterations and Utility Installations shall, at the expiration or earlier
     termination of this Lease, become the property of Lessor and remain upon
     the Premises and be surrendered with the Premises by Lessee.

            (b) REMOVAL. Unless otherwise agreed in writing, Lessor may require
     that any or all Lessee-Owned Alterations or Utility Installations be
     removed by the expiration or earlier termination of this Lease,
     notwithstanding that their installation may have been consented to by
     Lessor. Lessor may require the removal at any time of all or any part of
     any Alterations or Utility Installations made without the required consent
     of Lessor.

            (c) SURRENDER/RESTORATION. Lessee shall surrender the Premises by
     the end of the last day of the Lease term or any earlier termination date,
     clean and free of debris and in good operating order, condition and state
     of repair, ordinary wear and tear excepted. Ordinary wear and tear shall
     not include any damage or deterioration that would have been prevented by
     good maintenance practice or by Lessee performing all of its obligations
     under Uris Lease. Except as otherwise agreed or specified herein, the
     Premises, as surrendered, shall include the Alterations and Utility
     Installations. The obligation of Lessee shall include the repair of any
     damage occasioned by the installation, maintenance or removal of lessee's
     Trade Fixtures, furnishings, equipment, and Lessee-Owned Alterations and
     Utility Installations, as well as the removal of any storage tank installed
     by or for Lessee, and the removal, replacement, or remediation of any soil,
     material or ground water contaminated by Lessee, all as may then be
     required by Applicable Requirements and/or good practice. Lessee's Trade
     Fixtures shall remain the property of Lessee and shall be removed by Lessee
     subject to its obligation to repair and restore the Premises per this
     Lease.

8.   INSURANCE; INDEMNITY.

     8.1    PAYMENT OF PREMIUM INCREASES.

            (a) As used herein, the term "INSURANCE COST INCREASE" is defined
     as any increase in the actual cost of the insurance applicable to the
     Building and required to be carried by Lessor pursuant to Paragraphs
     8.2(b), 8.3(a) and 8.3(b), ("REQUIRED INSURANCE"), over and above the Base
     Premium, as hereinafter defined, calculated on an annual basis. Coinsurance
     Cost Increases shall include, but not be limited to, requirements of the
     holder of a mortgage or deed of trust covering the Premises, increased
     valuation of the Premises, and/or a general premium rate increase. The term
     coinsurance Cost Increase's shall not, however, include any premium
     increases resulting from the nature of the occupancy of any other lessee of
     the Building. If the Parties insert a dollar amount in Paragraph 1.9, such
     amount shall be considered the "Base Premium." If a dollar amount has not
     been inserted in Paragraph 1.9 and if the Building has been previously
     occupied during the twelve (12) month period immediately preceding the
     Commencement Date, the "Base Premium" shall be the annual premium
     applicable to such twelve (12) month period. If the Building was not fully
     occupied during such twelve (12) month period, the "Base Premium" shall be
     the lowest annual premium reasonably obtainable for the Required Insurance
     as of the Commencement Date, assuming the most nominal use possible of the
     Building. In no event, however, shall Lessee be responsible for any portion
     of the premium cost attributable to liability insurance coverage in excess
     of $1,000,000 procured under Paragraph 8.2(b).

            (b) Lessee shall pay any Insurance Cost Increase to Lessor pursuant
     to Paragraph 4.2. Premiums for policy periods commencing prior to, or
     extending beyond, the term of this Lease shall be prorated to coincide with
     the corresponding Commencement Date or Expiration Date.

     8.2    LIABILITY INSURANCE.

<PAGE>

            (a) CARRIED BY LESSEE. Lessee shall obtain and keep in force during
     the term of this Lease a Commercial General Liability policy of insurance
     protecting Lessee, Lessor and any Lender(s) whose names have been provided
     to Lessee in writing (as additional insures) against claims for bodily
     injury, personal injury and property damage based upon, involving or
     arising out of the ownership, use, occupancy or maintenance of the Premises
     and all areas appurtenant thereto. Such insurance shall be on an occurrence
     basis providing single limit coverage in an amount not less than $1,000,000
     per occurrence with an "Additional Insured-Managers or Lessors of Premises
     endorsement and contain the Amendment of the Pollution Exclusion"
     endorsement for damage caused by heat, smoke or fumes from a hostile fire.
     The policy shad not contain any intra-insured exclusions as between insured
     persons or organizations, but shall include coverage for liability assumed
     under this Lease as an reinsured contract" for the performance of Lessee's
     indemnity obligations under this Lease. The limits of said insurance
     required by this Lease or as carried by Lessee shall not, however, limit
     the liability of Lessee nor relieve Lessee of any obligation hereunder. All
     insurance to be carried by Lessee shall be primary to and not contributory
     with any similar insurance carried by Lessor, whose insurance shall be
     considered excess insurance only.

            (b) CARRIED BY LESSOR. Lessor shall also maintain liability
     insurance described in Paragraph 8.2(a) above, in addition to and not in
     lieu of, the insurance required to be maintained by Lessee. Lessee shall
     not be named as an additional insured therein.

     8.3    PROPERTY INSURANCE - BUILDING, IMPROVEMENTS AND RENTAL VALUE.

            (a) BUILDING AND IMPROVEMENTS. Lessor shall obtain and keep in
     force during the term of this Lease a policy or policies in the name of
     Lessor, with loss payable to Lessor and to any Lender(s), insuring against
     loss or damage to the Premises. Such insurance shall be for full
     replacement cost, as the same shall exist from time to time, or the amount
     required by any Lender(s), but in no event more than the commercially
     reasonable and available insurable value thereof if, by reason of the
     unique nature or age of the improvements involved, such latter amount is
     less than full replacement cost. Lessee-Owned Alterations and Utility
     Installations, Trade Fixtures and Lessee's personal property shall be
     insured by Lessee pursuant to Paragraph 8 4. If the coverage is available
     and commercially appropriate, Lessor's policy or policies shall insure
     against ail risks of direct physical loss or damage (except the perils of
     flood and/or earthquake unless required by a Lender or included in the Base
     Premium), including coverage for any additional costs resulting from debris
     removal and reasonable amounts of coverage for the enforcement of any
     ordinance or law regulating the reconstruction or replacement of any
     undamaged sections of the Building required to be demolished or removed by
     reason of the enforcement of any building, zoning, safety or land use laws
     as the result of a covered loss, but not including plate glass insurance.
     Said policy or policies shall also contain an agreed valuation provision in
     lieu of any co-insurance clause, waiver of subrogation, and inflation guard
     protection causing an increase in the annual property insurance coverage
     amount by a factor of not less than the adjusted U.S. Department of Labor
     Consumer Price Index for All Urban Consumers for the city nearest to where
     the Premises are located.

            (b) RENTAL VALUE. Lessor shall also obtain and keep in force during
     ttle term of this Lease a policy or policies in the name of Lessor, with
     loss payable to Lessor and any Lender(s), insuring the loss of the full
     rental and other charges payable by all lessees of the Building to Lessor
     for one year (including all Real Property Taxes, insurance costs, all
     Common Area Operating Expenses and any scheduled rental increases). Said
     insurance may provide that in the event the Lease is terminated by reason
     of an insured loss, the period of indemnity for such coverage shall be
     extended beyond the date of the completion of repairs or replacement of the
     Premises, to provide for one full yearns loss of rental revenues from the
     date of any such loss. Said insurance shall contain an agreed valuation
     provision in lieu of any co-insurance clause, and the amount of coverage
     shall be adjusted annually to reflect the projected rental income, Real
     Property Taxes, insurance premium costs and other expenses, if any,
     otherwise payable, for the next 12-month period. Common Area Operating
     Expenses shall include any deductible amount in the event of such loss.

            (c) ADJACENT PREMISES. Lessee shall pay for any increase in the
     premiums for the property insurance of the Building and for the Common
     Areas or other buildings in the Industrial Center if said increase is
     caused by Lessee's acts, omissions, use or occupancy of the Premises.

<PAGE>

            (d) LESSEE'S IMPROVEMENTS. Since Lessor is Use Insuring Party,
     Lessor shall not be required to insure Lessee-Owned Alterations and Utility
     Installations unless the item in question has become the property of Lessor
     under the terms of this Lease.

     8.4    LESSEE'S PROPERTY INSURANCE. Subject to the requirements of
Paragraph 8.5, Lessee at its cost shall either by separate policy or, at
Lessor's option, by endorsement to a policy already carried, maintain insurance
coverage on all of lessee's personal property, Trade Fixtures and Lessee-Owned
Alterations and Utility Installations in, on, or about the Premises similar in
coverage to that carried by Lessor as the Insuring Party under Paragraph 8.3(a)
Such insurance shall be full replacement cost coverage with a deductible not to
exceed $1,000 per occurrence. The proceeds from any such insurance shall be used
by Lessee for the replacement of personal property and the restoration of Trade
Fixtures and Lessee-Owned Alterations and Utility Installations. Upon request
from Lessor, Lessee shall provide Lessor with written evidence that such
insurance is in force.

     8.5    INSURANCE POLICIES. Insurance required hereunder shall be in
companies duly licensed to transact business in the state where the Premises are
located, and maintaining during the policy term a General Policyholders Ratings
of at least Be, V, or such other rating as may be required by a Lender, as set
forth in the most current issue of "Bests Insurance Guide."  Lessee shall not do
or permit to be done anything which shall invalidate the insurance policies
referred to in this Paragraph 8. Lessee shall cause to be delivered to Lessor,
within seven (7) days after the earlier of the Early Possession Date or the
Commencement Date, certified copies of, or certificates evidencing the existence
and amounts of, the insurance required under Paragraphs 8 2(a) and 8.4. No such
policy shall be cancelable or subject to modification except after thirty (30)
days prior written notice to Lessor. Lessee shall at least thirty (30) days
prior to the expiration of such policies, furnish Lessor with evidence of
renewals or "insurance binders evidencing renewal thereof, or Lessor may order
such insurance and charge the cost thereof to Lessee, which amount shall be
payable by Lessee to Lessor upon demand.

     8.6    WAIVER OF SUBROGATION. Without affecting any other rights or
remedies, Lessee and Lessor each hereby release and relieve the other, and waive
their entire right to recover damages (whether in contract or in tort) against
the other, for loss or damage to their property arising out of or incident to
the perils required to be insured against under Paragraphs 8, 8.3, and 8.4. The
effect of such releases and waivers of the right to recover damages shall not
be limited by the amount of insurance carried or required, or by any deductibles
applicable thereto. Lessor and Lessee agree to have their respective insurance
companies issuing property damage insurance waive any right to subrogation that
such companies may have against Lessor or Lessee, as the case may be, so long as
the insurance is not invalidated thereby.

     8.7    INDEMNITY. Except for lessor's negligence and/or breach of express
warranties, Lessee shall indemnify, protect, defend and hold hannless the
Premises, Lessor and its agents, Lessor's master or ground lessor, partners and
Lenders, from and against any and all claims, loss of rents and/or damages,
costs, liens, judgments, penalties, loss of permits, attorneys and constlitants'
fees, expenses and/or liabilities arising out of, involving, or in connection
with, the occupancy of the Premises by Lessee, the conduct of Lessee's business,
any act, omission or neglect of Lessee, its agents, contractors, employees or
invitees, and out of any Default or Breach by Lessee in the performance in a
timely manner of any obligation on Lessee's part to be performed under this
Lease. The foregoing shall include, but not be limited to, the defense or
pursuit of any claim or any action or proceeding involved therein, and whether
or not (in the case of claims made against Lessor) litigated and/or reduced to
judgment. In case any action or proceeding be brought against Lessor by reason
of any of the foregoing matters, Lessee, upon notice from Lessor, shall defend
the same at Lessee's expense by counsel reasonably satisfactory to Lessor and
Lessor shall cooperate with Lessee in such defense. Lessor need not have first
paid any such claim in order to be so indemnified.

     8.8    EXEMPTION OF LESSOR FROM LIABILITY. Lessor shall not be liable for
injury or damage to the person or goods, wares, merchandise or other property of
Lessee, Lessee's employees, contractors, invitees, customers, or any other
person in or about the Premises, whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage, obstruction or other defects of pipes, fire sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures, or from any other
cause, whether said injury or damage results from conditions arising upon the
Premises or upon other portions of the Building of which the Premises are a
part, from other sources or places, and regardless of whether the cause of such
damage or injury or the means of repairing the same is accessible or not. Lessor
shall not be liable for any damages arising from any act or neglect of any other
lessee of Lessor nor from the failure by Lessor to enforce the provisions of any
other lease in the Industrial Center. Notwithstanding Lessor's negligence or
breach of this Lease, Lessor shall under no circumstances be liable for injury
to Lessee's business or for any loss of income or profit therefrom.

<PAGE>

9.   DAMAGE OR DESTRUCTION.

     9.1    DEFINITIONS.

            (a) "PREMISES PARTIAL DAMAGE" shall mean damage or destruction to
     the Premises, other than Lessee-Owned Alterations and Utility
     Installations, the repair cost of which damage or destruction is less than
     fifty percent (50o%) of the then Replacement Cost (as defined in Paragraph
     9.1 (d)) of the Premises (excluding Lessee-Owned Alterations and Utility
     Installations and Trade Fixtures) immediately prior to such damage or
     destruction.

            (b) "PREMISES TOTAL DESTRUCTION" shall mean damage or destruction
     to the Premises, other than Lessee-Owned Alterations and Utility
     Installations, the repair cost of which damage or destruction is fifty
     percent (50%) or more of the then Replacement Cost of the Premises
     (excluding Lessee-Owned Alterations and Utility Installations and Trade
     Fixtures) immediately prior to such damage or destruction. In addition,
     damage or destruction to the Building, other than Lessee-Owned Alterations
     and Utility Installations and Trade Fixtures of any lessees of the
     Building, the cost of which damage or destruction is fifty percent (50%) or
     more of the then Replacement Cost (excluding Lessee-Owned Alterations and
     Utility Installations and Trade Fixtures of any lessees of the Building) of
     the Building shall, at the option of Lessor, be deemed to be Premises Total
     Destruction.

            (c) "INSURED LOSS" shall mean damage or destruction to the
     Premises, other than Lessee-Owned Alterations and Utility Installations and
     Trade Fixtures, which was caused by an event required to be covered by the
     insurance described in Paragraph 8.8(a) irrespective of any deductible
     amounts or coverage limits involved.

            (d) "REPLACEMENT COST" shall mean the cost to repair or rebuild the
     improvements owned by Lessor at the time of the occurrence to their
     condition existing immediately prior thereto, including demolition, debris
     removal and upgrading required by the operation of applicable building
     codes, ordinances or laws, and without deduction for depreciation.

     9.2    PREMISES PARTIAL DAMAGE - INSURED LOSS. If Premises Partial Damage
that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair
such damage (but not lessee's Trade Fixtures or Lessee-Owned Alterations and
Utility Installations) as soon as reasonably possible and this Lease shall
continue in full force and effect. In the event, however, that there is a
shortage of insurance proceeds and such shortage is due to the fact that, by
reason of the unique nature of the improvements in the Premises, full
replacement cost insurance coverage was not commercially reasonable and
available, Lessor shall have no obligation to pay for the shortage in insurance
proceeds or to fully restore the unique aspects of the Premises unless Lessee
provides Lessor with the funds to cover same, or adequate assurance thereof,
within ten (10) days following receipt of written notice of such shortage and
request therefor. If Lessor receives said funds or adequate assurance thereof
within said ten (10) day period, Lessor shall complete them as soon as
reasonably possible and this Lease shall remain in full force and effect. If
Lessor does not receive such funds or assurance within said period, Lessor may
nevertheless elect by written notice to Lessee within ten (10) days thereafter
to make such restoration and repair as is commercially reasonable with Lessor
paying any shortage in proceeds, in which case this Lease shall remain in full
force and effect. If Lessor does not receive such funds or assurance within such
ten (10) day period, and if Lessor does not so elect to restore and repair, then
this Lease shall terminate sixty (60) days following the occurrence of the
damage or destruction. Unless otherwise agreed, Lessee shall in no event have
any right to reimbursement from Lessor for any funds contributed by Lessee to
repair any such damage or destruction. Premises Partial Damage due to flood or
earthquake shall be subject to Paragraph 9.3 rather than Paragraph 9.2,
notwithstanding that there may be some insurance coverage, but the net proceeds
of any such insurance shall be made available for the repairs if made by either
Party.

     9.3    PARTIAL DAMAGE - UNINSURED LOSS. If Premises Partial Damage that is
not an Insured Loss occurs, unless caused by a negligent or willful act of
Lessee (in which event Lessee shall make the repairs at lessee's expense and
this Lease shall continue in full force and effect), Lessor may, at Lessor's
option, either (i) repair such damage as soon as reasonably possible at Lessor's
expense, in which event this Lease shall continue in full force and effect, or
(ii) give written notice to Lessee within thirty (30) days after receipt by
Lessor of knowledge of the occurrence of such damage of Lessor's desire to
terminate this Lease as of the date sixty (60) days following the date of such
notice. In the event Lessor elects to give such notice of Lessor's intention to
terminate this Lease, Lessee shall have the right within ten (10) days after the
receipt of such notice to give written notice to Lessor of Lessee's commitment
to pay for the repair of such damage totally at Lessee's expense and without
reimbursement


<PAGE>

from Lessor. Lessee shall provide Lessor with the required funds or 
satisfactory assurance thereof within thirty (30) days following such 
commitment from Lessee. In such event this Lease shall continue in full force 
and effect, and Lessor shall proceed to make such repairs as soon as 
reasonably possible after the required funds are available. If Lessee does 
not give such notice and provide the funds or assurance thereof within the 
times specified above, this Lease shad terminate as of the date specified in 
Lessor's notice of termination.

     9.4    TOTAL DESTRUCTION. Not withstanding any other provision hereof, if
Premises Total Destruction occurs (including any destruction required by any
authorized public authority), this Lease shall terminate sixty (60) days
following the date of such Premises Total Destruction, whether or not the damage
or destruction is an Insured Loss or was caused by a negligent or willful act of
Lessee. In the event, however, that the damage or destruction was caused by
Lessee, Lessor shall have the right to recover Lessor's damages from Lessee
except as released and waived in Paragraph 9.7.

     9.5    DAMAGE NEAR END OF TERM. If at any time during the last six (6)
months of the term of this Lease there is damage for which the cost to repair
exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may, at
Lessor's option, terminate this Lease effective sixty (60) days following the
date of occurrence of such damage by giving written notice to Lessee of Lessor's
election to do so within thirty (30) days after the date of occurrence of such
damage. Provided, however, if Lessee at that time has an exercisable option to
extend this Lease or to purchase the Premises, then Lessee may preserve this
Lease by (a) exercising such option, and (b) providing Lessor with any shortage
in insurance proceeds (or adequate assurance thereof) needed to make the repairs
on or before the earlier of (i) the date which is ten (10) days after Lessee's
receipt of Lessor's written notice purporting to terminate this Lease, or (ii)
the day prior to the date upon which such option expires. If Lessee duly
exercises such option during such period and provides Lessor with funds (or
adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor
shall, at Lessor's expense, repair such damage as soon as reasonably possible
and this Lease shall continue in full force and effect. If Lessee fails to
exercise such option and provide such funds or assurance during such period,
then this Lease shall terminate as of the date set forth in the first sentence
of this Paragraph 9.5.

     9.6    ABATEMENT OF RENT; LESSEE'S REMEDIES.

(a) In the event of (i) Premises Partial Damage or (ii) Hazardous Substance
Condition for which Lessee is not legally responsible, the Base Rent, Common
Area Operating Expenses and other charges, if any, payable by Lessee hereunder
for the period during which such damage or condition, its repair, remediation or
restoration continues, shall be abated in proportion to the degree to which
Lessee's use of the Premises is impaired, but not in excess of proceeds from
insurance required to be carried under Paragraph 8.3(b). Except for abatement of
Base Rent, Common Area Operating Expenses and other charges, if any, as
aforesaid, ail other obligations of Lessee hereunder shall be performed by
Lessee, and Lessee shall have no claim against Lessor for any damage suffered by
reason of any such damage, destruction, repair, remediation or restoration.

(b) If Lessor shall be obligated to repair or restore the Premises under the
provisions of this Paragraph 9 and shall not commence, in a substantial and
meaningful way, the repair or restoration of the Premises within ninety (90)
days after such obligation shall accrue, Lessee may, at any time prior to the
commencement of such repair or restoration, give written notice to Lessor and to
any Lenders of which Lessee has actual notice of Lessee's election to terminate
this Lease on a date not less than sixty (60) days following the giving of such
notice. If Lessee gives such notice to Lessor and such Lenders and such repair
or restoration is not commenced within thirty (30) days after receipt of such
notice this Lease shall terminate as of the date specified in said notice. If
Lessor or a Lender commences the repair or restoration of the Premises within
thirty (30) days after the receipt of such notice, this Lease shall continue in
full force and effect. "Commence" as used in this Paragraph 9 6 shall mean
either the unconditional authorization of the preparation of the required plans,
or the beginning of the actual work on the Premises, whichever occurs first.

     9.7    Refer to Adendum, Item 15.

     9.8    TERMINATION - ADVANCE PAYMENTS. Upon termination of this Lease
pursuant to this Paragraph 9, Lessor shall return to Lessee any advance payment
made by Lessee to Lessor and so much of Lessee's Security Deposit as has not
been, or is not then required to be, used by Lessor under the terms of this
Lease.

     9.9    WAIVER OF STATUTES. Lessor and Lessee agree that the terms of this
Lease shall govern the effect of any damage to or destruction of the Premises
and the Building with respect to the termination of this Lease and hereby waive
the provisions of any present or future statute to the extent it is inconsistent
herewith.

10.  REAL PROPERTY TAXES.

<PAGE>

     10.1   PAYMENT OF TAXES. Lessor shall pay the Real Property Taxes, as
defined in Paragraph 10 2(a), applicable to the Industrial Center, and except as
otherwise provided in Paragraph 10.3, any increases in such amounts over the
Base Real Property Taxes shall be included in the calculation of Common Area
Operating Expenses in accordance with the provisions of Paragraph 4.2.

     10.2   REAL PROPERTY TAX DEFINITIONS.

            (a) As used herein, the term 'Real Property Taxes" shall include
     any form of real estate tax or assessment, general, special, ordinary or
     extraordinary, and any license fee, commercial rental tax, improvement bond
     or bonds, levy or tax (other than inheritance, personal income or estate
     taxes) imposed upon the Industrial Center by any authority having the
     direct or indirect power to tax, including any city, state or federal
     government, or any school, agricultural, sanitary, fire, street, drainage,
     or other improvement district thereof, levied against any legal or
     equitable interest of Lessor in the Industrial Center or any portion
     thereof, Lessor's right to rent or other income therefrom, andlor lessor's
     business of leasing the Premises. The term "Real Property Taxes" shad also
     include any tax, fee, levy, assessment or charge, or any increase therein,
     imposed by reason of events occurring, or changes in Applicable Law taking
     effect, during the term of this Lease, including but not limited to a
     change in the ownership of the Industrial Center or in the improvements
     thereon, the execution of this Lease, or any modification, amendment or
     transfer thereof, and whether or not contemplated by the Parties.

            (b) As used herein, the term Debase Real Property Tamest shall be
     the amount of Real Property Taxes which are assessed against the Premises,
     Building or Common Areas in the calendar year during which the Lease is
     executed. In calculating Real Property Taxes for any calendar year, the
     Real Property Taxes for any real estate tax year shall be included in the
     calculation of Real Property Taxes for such calendar year based upon the
     number of days which such calendar year and tax year have in common.

     10.3   ADDITIONAL IMPROVEMENTS. Common Area Operating Expenses shall not
include Real Property Taxes specified in the tax assessor's records and work
sheets as being caused by additional improvements placed upon the Industrial
Center by other lessees or by Lessor for tile exclusive enjoyment of such other
lessees. Notwithstanding Paragraph 10.1 hereof, Lessee shall, however, pay to
Lessor at the time Common Area Operating Expenses are payable under Paragraph
4.2, the entirety of any increase in Real Property Taxes if assessed solely by
reason of Alterations, Trade Fixtures or Utility Installations placed upon the
Premises by Lessee or at Lessee's request.

     10.4   JOINT ASSESSMENT. If the Building is not separately assessed, Real
Property Taxes allocated to the Building shall be an equitable proportion of the
Real Property Taxes for all of the land and improvements included within the tax
parcel assessed, such proportion to be determined by Lessor from the respective
valuations assigned in the assessor's work sheets or such other information as
may be reasonably available. Lessor's reasonable determination thereof, in good
faith, shall be conclusive.

     10.5   LESSEE'S PROPERTY TAXES. Lessee shall pay prior to delinquency all
taxes assessed against and levied upon Lessee-Owned Alterations and Utility
Installations, Trade Fixtures, furnishings, equipment and all personal property
of Lessee contained in the Premises or stored within the Industrial Center. When
possible, Lessee shall cause its Lessee-Owned Alterations and Utility
Installations, Trade Fixtures, furnishings, equipment and all other personal
property to be assessed and billed separately from the real property of Lessor.
If any of Lessee's said property shall be assessed with Lessor's real property,
Lessee shall pay Lessor the taxes attributable to Lessee's property within ten
(10) days after receipt of a written statement setting forth the taxes
applicable to Lessee's property.

11.  UTILITIES. Lessee shall pay directly for all utilities and services
supplied to the Premises, including, but not limited to, electricity, telephone,
security, gas and cleaning of the Premises, together with any taxes thereon. If
any such utilities or services are not separately metered to the Premises or
separately billed to the Premises, Lessee shad pay to Lessor a reasonable
proportion to be determined by Lessor of all such charges jointly metered or
billed with other premises in the Building, in the manner and within the time
periods set forth in Paragraph 4.2(d).

12.  ASSIGNMENT AND SUBLETTING.

     12.1   LESSOR'S CONSENT REQUIRED.

            (a) Lessee shall not voluntarily or by operation of law assign,
     transfer, mortgage or otherwise transfer or encumber (collectively,
     "assign") or sublet all or any part of Lessee's interest in this Lease or
     in the Premises without Lessor's prior written consent given under and
     subject to the terms of Paragraph 36.

<PAGE>

            (b) A change in the control of Lessee shall constitute an
     assignment requiring Lessors consent. The transfer, on a cumulative basis,
     of twenty-five percent (25%) or more of the voting control of Lessee shall
     constitute a change in control for this purpose.

            (d) An assignment or subletting of Lessee's interest in this Lease
     without Lessor's specific prior written consent shall, at Lessor's option,
     be a Default curable after notice per Paragraph 13.1, or a non-curable
     Breach without the necessity of any notice and grace period. If Lessor
     elects to treat such unconsented to assignment or subletting as a 
     non-curable Breach, Lessor shall have the right to either (i) terminate 
     this Lease, or (ii) upon thirty (30) days written notice ("Lessor's 
     Notice"), increase the monthly Base Rent for the Premises to the greater 
     of the then fair market rental value of the Premises, as reasonably 
     determined by Lessor, or one hundred ten percent (110%) of the Base Rent 
     then in effect. Pending determination of the new fair market rental value,
     if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's 
     Notice, with any overpayment credited against the next installment(s) of 
     Base Rent coming due, and any underpayment for the period retroactively to
     the effective date of the adjustment being due and payable immediately upon
     the determination thereof. Further, in the event of such Breach and rental
     adjustment, (i) the purchase price of any option to purchase the Premises
     held by Lessee shall be subject to similar adjustment to the then fair
     market value as reasonably determined by Lessor (without the Lease being
     considered an encumbrance or any deduction for depreciation or
     obsolescence, and considering the Premises at its highest and best use and
     in good condition) or one hundred ten percent (110%) of the price
     previously in effect, (ii) any index-oriented rental or price adjustment
     formulas contained in this Lease shall be adjusted to require that the base
     index be determined with reference to the index applicable to the time of
     such adjustment, and (iii) any fixed rental adjustments scheduled during
     the remainder of the Lease term shall be increased in the same ratio as the
     new rental bears to the Base Rent in effect immediately prior the
     adjustment specified in Lessor's Notice.

            (e) Lessee's remedy for any breach of this Paragraph 12.1 by Lessor
     shall be limited to compensatory damages and/or injunctive relief.

     12.2   TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

            (a) Regardless of Lessor's consent, any assignment or subletting
     shall not (i) be effective without the express written assumption by such
     assignee or sublessee of the obligations of Lessee under this Lease, (ii)
     release Lessee of any obligations hereunder, nor (iii) alter the primary
     liability of Lessee for the payment of Base Rent and other sums due Lessor
     hereunder or for the performance of any other obligations to be performed
     by Lessee under this Lease.

            (b) Lessor may accept any rent or performance of Lessee's
     obligations from any person other than Lessee pending approval or
     disapproval of an assignment. Neither a delay in the approval or
     disapproval of such assignment nor the acceptance of any rent for
     performance shall constitute a waiver or estoppel of Lessor's right to
     exercise its remedies for the Default or Breach by Lessee of any of the
     terms, covenants or conditions of this Lease.

            (c) The consent of Lessor to any assignment or subletting shall not
     constitute a consent to any subsequent assignment or subletting by Lessee
     or to any subsequent or successive assignment or subletting by the assignee
     or sublessee. 

            (d) In the event of any Default or Breach of Lessee's obligation
     under this Lease, Lessor may proceed directly against Lessee, any
     Guarantors or anyone else responsible for the performance of the Lessee's
     obligations under this Lease, including any sublessee, without first
     exhausting Lessor's remedies against any other person or entity responsible
     therefor to Lessor, or any security held by Lessor.

            (e) Each request for consent to an assignment or subletting shall
     be in writing, accompanied by information relevant to Lessor's
     determination as to the financial and operational responsibility and
     appropriateness of the proposed assignee or sublessee, including, but not
     limited to, the intended use and/or required modification of the Premises,
     if any, together with a non-refundable deposit of $1,000 as reasonable
     consideration for Lessor's considering and processing the request for
     consent. Lessee agrees to provide Lessor with such other or additional
     information and/or documentation as may be reasonably requested by Lessor.

            (f) Any assignee of, or sublessee under, this Lease shall, by
     reason of accepting such assignment or entering into such sublease, be
     deemed, for the benefit of Lessor, to have assumed and agreed to conform
     and comply with each and every term, covenant, condition and obligation
     herein to be observed or 

<PAGE>

     performed by Lessee during the term of said assignment or sublease, other 
     than such obligations as are contrary to or inconsistent with provisions 
     of an assignment or sublease to which Lessor has specifically consented 
     in writing.

     12.3   ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING. The
following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises and shall be deemed included in all subleases under
this Lease whether or not expressly incorporated therein:

            (a) Lessee hereby assigns and transfers to Lessor all of Lessee's
     interest in all rentals and income arising from any sublease of all or a
     portion of the Premises heretofore or hereafter made by Lessee, and Lessor
     may collect such rent and income and apply same toward Lessee's obligations
     under this Lease; provided, however, that until a Breach (as defined in
     Paragraph 13.1 ) shall occur in the performance of Lessee's obligations
     under this Lease, Lessee may, except as otherwise provided in this Lease,
     receive, collect and enjoy the rents accruing under such sublease Lessor
     shall not, by reason of the foregoing provision or any other assignment of
     such sublease to Lessor, nor by reason of the collection of the rents from
     a sublessee, be deemed liable to the sublessee for any failure of Lessee to
     perform and comply with any of Lessee's obligations to such sublessee under
     such Sublease. Lessee hereby irrevocably authorizes and directs any such
     sublessee, upon receipt of a written notice from Lessor stating that a
     Breach exists in the performance of Lessee's obligations under this Lease,
     to pay to Lessor the rents and other charges due and to become due under
     the sublease. Sublessee shall rely upon any such statement and request from
     Lessor and shall pay such rents and other charges to Lessor without any
     obligation or right to inquire as to whether such Breach exists and
     notwithstanding any notice from or claim from Lessee to the contrary.
     Lessee shall have no right or claim against such sublessee, or, until the
     Breach has been cured, against Lessor, for any such rents and other charges
     so paid by said sublessee to Lessor.

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

            (c) Any matter or thing requiring the consent of the sublessor
     under a sublease shall also require the consent of Lessor herein.

            (d) No sublessee under a sublease approved by Lessor shall further
     assign or sublet all or any part of the Premises without Lessor's prior
     written consent.

            (e) Lessor shall deliver a copy of any notice of Default or Breach
     by Lessee to the sublessee, who shall have the right to cure the Default of
     Lessee within the grace period, if any, specified in such notice. The
     sublessee shall have a right of reimbursement and offset from and against
     Lessee for any such Defaults cured by the sublessee.

13.  DEFAULT; BREACH; REMEDIES.

     13.1   DEFAULT; BREACH. Lessor and Lessee agree that if an attorney is
consulted by Lessor in connection with a Lessee Default or Breach (as
hereinafter defined), $350.00 is a reasonable minimum sum per such occurrence
for legal services and costs in the preparation and service of a notice of
Default, and that Lessor may include the cost of such services and costs in said
notice as rent due and payable to cure said default. A "Default" by Lessee is
defined as a failure by Lessee to observe, comply with or perform any of the
terms, covenants, conditions or rules applicable to Lessee under this Lease. A
"Breach" by Lessee is defined as the occurrence of any one or more of the
following Defaults, and, where a grace period for cure after notice is specified
herein, the failure by Lessee to cure such Default prior to the expiration of
the applicable grace period, and shall entitle Lessor to pursue the remedies set
forth in Paragraphs 13.2 and/or 13.3.

            (a) The vacating of the Premises without the intention to reoccupy
     same, or the abandonment of the Premises.

            (b) Except as expressly otherwise provided in this Lease, the
     failure by Lessee to make any payment of Base Rent, Lessee's Share of
     Common Area Operating Expenses, or any other monetary payment required to
     be made by Lessee hereunder as and when due, the failure by Lessee to
     provide Lessor with reasonable evidence of insurance or surety bond
     required under this Lease, or the failure of Lessee to fulfill any
     obligation under this Lease which endangers or threatens life or property,
     where such failure

<PAGE>

     continues for a period of flve (5) days following written notice thereof 
     by or on behalf of Lessor to Lessee.

            (c) Except as expressly otherwise provided in this Lease, the
     failure by Lessee to provide Lessor with reasonable written evidence (in
     duly executed original form, if applicable) of (i) compliance with
     Applicable Requirements per Paragraph 6 3, (ii) the inspection, maintenance
     and service contracts required under Paragraph 7.1(b), (iii) the rescission
     of an unauthorized assignment or subletting per Paragraph 12.1, (iv) a
     Tenancy Statement per Paragraphs 16 or 37, (v) the subordination or 
     non-subordination of this Lease per Paragraph 30, (vi) the guaranty of the
     performance of Lessee's obligations under this Lease if required under
     Paragraphs 1.11 and 37, (vii) the execution of any document requested under
     Paragraph 42 (easements), or (viii) any other documentation or information
     which Lessor may reasonably require of Lessee under the terms of this
     Lease, where any such failure continues for a period of ten (10) days
     following written notice by or on behalf of Lessor to Lessee.

            (d) A Default by Lessee as to the terms, covenants, conditions or
     provisions of this Lease, or of the rules adopted under Paragraph 40 hereof
     that are to be observed, complied with or performed by Lessee, other than
     those described in Subparagraphs 13.1(a), (b) or (c); above, where such
     Default continues for a period of thirty (30) days after written notice
     thereof by or on behalf of Lessor to Lessee; provided, however, that if the
     nature of lessee's Default is such that more than thirty (30) days are
     reasonably required for its cure, then it shall not be deemed to be a
     Breach of this Lease by Lessee if Lessee commences such cure within said
     thirty (30) day period and thereafter diligently prosecutes such cure to
     completion.

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

            (f) The discovery by Lessor that any financial statement of Lessee
     or of any Guarantor, given to Lessor by Lessee or any Guarantor, was
     materially false.

            (g) If the performance of Lessee's obligations under this Lease is
     guaranteed: (i) the death of a Guarantor, (ii) the termination of a
     Guarantor's liability with respect to this Lease other than in accordance
     with the terms of such guaranty, (iii) a Guarantor's becoming insolvent or
     the subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor the
     guaranty, or (v) a Guarantor's breach of its guaranty obligation on an
     anticipatory breach basis, and Lessee's failure, within sixty (60) days
     following written notice by or on behalf of Lessor to Lessee of any such
     event, to provide Lessor with written alternative assurances of security,
     which, when coupled with the then existing resources of Lessee, equals or
     exceeds the combined financial resources of Lessee and the Guarantors that
     existed at the time of execution of this Lease

13.2 REMEDIES. If Lessee fails to perform any affirmative duty or obligation of
Lessee under this Lease, within ten (10) days after written notice to Lessee (or
in case of an emergency, without notice), Lessor may, at its option (but without
obligation to do so), perform such duty or obligation on Lessee's behalf,
including, but not limited to, the obtaining of reasonably required bonds,
insurance policies, or governmental licenses, permits or approvals. The costs
and expenses of any such performance by Lessor shall be due and payable by
Lessee to Lessor upon invoice therefore If any check given to Lessor by Lessee
shall not be honored by the bank upon which it is drawn, Lessor, at its own
option, may require all future payments to be made under this Lease by Lessee to
be made only by cashier's check. In the event of a Breach of this Lease by
Lessee (as defined in paragraph 13.1), with or without further notice or demand,
and without limiting Lessor in the exercise of any right or remedy which Lessor
may have by reason of such Breach, Lessor may: 

            (a) Terminate Lessee's right to possession of the Premises by any
     lawful means, in which case this Lease and the term hereof shall terminate
     and Lessee shall immediately surrender possession of the Premises to
     Lessor. In such event Lessor shall be entitled to recover from Lessee: (i)
     the worth at the time

<PAGE>

     of the award of the unpaid rent which had been earned at the time 
     of termination; (ii) 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 the Lessee 
     proves could have been reasonably avoided; (iii) the worth at the 
     time of award of the amount by which the unpaid rent for the balance
     of the term after the time of award exceeds the amount of such rental loss
     that the Lessee proves could be reasonably avoided; and (iv) any other
     amount necessary to compensate Lessor for all the detriment proximately
     caused by the Lessee's failure to perform its obligations under this Lease
     or which in the ordinary course of things would be likely to result
     therefrom, including, but not limited to, the cost of recovering possession
     of the Premises, expenses of reletting, including necessary renovation and
     alteration of the Premises, reasonable attorneys' fees, and that portion of
     any leasing commission paid by Lessor in connection with this Lease
     applicable to the unexpired term of this Lease. The worth at the time of
     award of the amount referred to in provision (iii) of the immediately
     preceding sentence shall be computed by discounting such amount at the
     discount rate of the Federal Reserve Bank of San Francisco or the Federal
     Reserve Bank District in which the Premises are located at the time of
     award plus one percent (1%). Efforts by Lessor to mitigate damages caused
     by Lessee's Default or Breach of this Lease shall not waive lessor's right
     to recover damages under this Paragraph 13.2. If termination of this Lease
     is obtained through the provisional remedy of unlawful detained Lessor
     shall have the right to recover in such proceeding the unpaid rent and
     damages as are recoverable therein, or Lessor may reserve the right to
     recover all or any part thereof in a separate suit for such rent and/or
     damages. If a notice and grace period required under Subparagraph 13.1 (b),
     (c) or (d) was not previously given, a notice to pay rent or quit, or to
     perform or quit, as the case may be, given to Lessee under any statute
     authorizing the forfeiture of leases for unlawful detainer shall also
     constitute the applicable notice for grace period purposes required by
     Subparagraph 13.1 (b), (c) or (d). In such case, the applicable grace
     period under the unlawful detainer statute shall run concurrently after the
     one such statutory notice, and the failure of Lessee to cure the Default
     within the greater of the two (2) such grace periods shall constitute both
     an unlawful detainer and a Breach of this Lease entitling Lessor to the
     remedies provided for in this Lease and/or by said statute.

            (b) Continue the Lease and Lessee's right to possession in effect
     (in California under California Civil Code Section 1951.4) after Lessee's
     Breach and recover the rent as it becomes due, provided Lessee has the
     right to sublet or assign, subject only to reasonable limitations. Lessor
     and Lessee agree that the limitations on assignment and subletting in this
     Lease are reasonable. Acts of maintenance or preservation, efforts to relet
     the Premises, or the appointment of a receiver to protect the Lessor's
     interest under this Lease, shall not constitute a termination of the
     Lessee's right to possession.

            (c) Pursue any other remedy now or hereafter available to Lessor
     under the laws or judicial decisions of the state wherein the Premises are
     located.

            (d) The expiration or termination of this Lease and/or the
     termination of Lessee's right to possession shall not relieve Lessee from
     liability under any indemnity provisions of this Lease as to matters
     occurring or accruing during the term hereof or by reason of lessee's
     occupancy of the Premises.

     13.4   LATE CHARGES. Lessee hereby acknowledges that late payment by
Lessee to Lessor of rent and other sums due hereunder will cause Lessor to incur
costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed upon
Lessor by the terms of any ground lease, mortgage or deed of trust covering the
Premises. Accordingly, if any installment of rent or other sum due from Lessee
shall not be received by Lessor or lessor's designee within ten (10) days after
such amount shall be due, then, without any requirement for notice to Lessee,
Lessee shall pay to Lessor a late charge equal to six percent (6%) of such
overdue amount. The parties hereby agree that such late charge represents a fair
and reasonable estimate of the costs Lessor will incur by reason of late payment
by Lessee. Acceptance of such late charge by Lessor shall in no event constitute
a waiver of Lessee's Default or Breach with respect to such overdue amount, nor
prevent Lessor from exercising any of the other rights and remedies granted
hereunder: In the event that a late charge is payable hereunder, whether or not
collected, for three (3) consecutive installments of Base Rent, then
notwithstanding Paragraph 4.1 or any other provision of this Lease to the
contrary, Base Rent shall, at Lessor's option, become due and payable quarterly
in advance.

     13.5   BREACH BY LESSOR Lessor shall not be deemed in breach of this Lease
unless Lessor fails within a reasonable time to perform an obligation required
to be performed by Lessor. For purposes of this Paragraph 13.5, a 

<PAGE>

reasonable time slnall in no event be less than thirty (30) days after 
receipt by Lessor, and by any Lender(s) whose name and address shall have 
been furnished to Lessee in writing for such purpose, of written notice 
specifying wherein such obligation of Lessor has not been performed; 
provided, however, that if the nature of Lessor's obligation is such that 
more than thirty (30) days after such notice are reasonably required for its 
performance, then Lessor shall not be in breach of this Lease if performance 
is commenced within such thirty (30) day period and thereafter diligently 
pursued to completion.

14.  CONDEMNATION, If the Premises or any portion thereof are taken under the
power of eminent domain or sold under the threat of the exercise of said power
(all of which are herein called Condemnation), this Lease shall terminate as to
the part so taken as of the date the condemning authority takes title or
possession, whichever first occurs. If more than ten percent (10%) of the floor
area of the Premises, or more than twenty-tive percent (25%) of the portion of
the Common Areas designated for Lessee's parking, is taken by condemnation,
Lessee may, at Lessee's option, to be exercised in writing within ten (10) days
after Lessor shall have given Lessee written notice of such taking (or in the
absence of such notice, within ten (10) days after the condemning authority
shall have taken possession) terminate this Lease as of the date the condemning
authority takes such possession If Lessee does not terminate this Lease in
accordance with the foregoing, this Lease shall remain in full force and effect
as to the portion of the Premises remaining, except that the Base Rent shall be
reduced in the same proportion as the rentable floor area of the Premises taken
bears to the total rentable floor area of the Premises. No reduction of Base
Rent shall occur if the condemnation does not apply to any portion of the
Premises. Any award for the taking of all or any part of the Premises under the
power of eminent domain or any payment made under threat of the exercise of such
power shall be the property of Lessor, whether such award shall be made as
compensation for diminution of value of the leasehold or for the taking of the
fee, or as severance damages; provided, however, that Lessee shall be entitled
to any compensation, separately awarded to Lessee for Lessee's relocation
expenses and/or loss of Lessee's Trade Fixtures. In the event that this Lease is
not terminated by reason of such condemnation, Lessor shall to the extent of its
net severance damages received, over and above Lessee's share of the legal and
other expenses incurred by Lessor in the condemnation matter, repair any damage
to the Premises caused by such condemnation authority. Lessee shall be
responsible for the payment of any amount in excess of such net severance
damages required to complete such repair.

15. BROKERS' FEES

     15.1   PROCURING CAUSE: The Broker(s) named in Paragraph 1.10 is/are the
procuring cause of this Lease.

16. TENANCY AND FINANCIAL STATEMENTS.

     16.1   TENANCY STATEMENT. Each Party (as "RESPONDING PARTY") shall within
ten (10) days after written notice from the other Party (the "Requesting Party")
execute, acknowledge and deliver to the Requesting Party a statement in writing
in a form similar to the then most current "Tenancy Statement" form published by
the American Industrial Real Estate Association, plus such additional
information, confirmation and/or statements as may be reasonably requested by
the Requesting Party.

     16.2   FINANCIAL STATEMENT. If Lessor desires to finance, refinance, or
sell the Premises or the Building, or any part thereof, Lessee and all
Guarantors shall deliver to any potential lender or purchaser designated by
Lessor such financial statements of Lessee and such Guarantors as may be
reasonably required by such lender or purchaser, including, but not limited to,
Lessee's financial statements for the past three (3) years. All such financial
statements shall be received by Lessor and such lender or purchaser in
confidence and shall be used only for the purposes herein set forth.

17.  LESSOR'S LIABILITY. The term "Lessor" as used herein shall mean the owner
or owners at the time in question of the fee title to the Premises. In the event
of a transfer of Lessor's title or interest in the Premises or in this Lease,
Lessor shall deliver to the transferee or assignee (in cash or by credit) any
unused Security Deposit held by Lessor at the time of such transfer or
assignment. Except as provided in Paragraph 15.3, upon such transfer or
assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor
shall be relieved of all liability with respect to the obligations and/or
covenants under this Lease thereafter to be performed by the Lessor. Subject to
the foregoing, the obligations and/or covenants in this Lease to be performed by
the Lessor shall be binding only upon the Lessor as hereinabove defined.

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

19.  INTEREST ON PAST-DUE OBLIGATIONS. Any monetary payment due Lessor
hereunder, other than late charges, not received by Lessor within ten (10) days
following the date on which it was due, shall bear interest from the date

<PAGE>

due at the prime rate charged by the largest state chartered bank in the 
state in which the Premises are located plus four percent (4%) per annum, but 
not exceeding the maximum rate allowed by law, in addition to the potential 
late charge provided for in Paragraph 13.4.

20.  TIME OF ESSENCE. Time is of the essence with respect to the performance of
all obligations to be performed or observed by the Parties under this Lease. 

21.  RENT DEFINED. All monetary obligations of Lessee to Lessor under the terms
of this Lease are deemed to be rent.

22.  NO PRIOR OR OTHER AGREEMENTS; BROKER DISCLAIMER. This Lease contains all
agreements between the Parties with respect to any matter mentioned herein, and
no other prior or contemporaneous agreement or understanding shall be effective.
Lessor and Lessee each represents and warrants to the Brokers that it has made,
and is relying solely upon, its own investigation as to the nature, quality,
character and financial responsibility of the other Party to this Lease and as
to the nature, quality and character of the Premises. Brokers have no
responsibility with respect thereto or with respect to any default or breach
hereof by either Party. Each Broker shall be an intended third party beneficiary
of the provisions of this Paragraph 22.

23.  NOTICES.

     23.1   NOTICE REQUIREMENTS. All notices required or permitted by this
Lease shall be in writing and may be delivered in person (by hand or by
messenger or courier service) or may be sent by regular, certified or registered
mail or U.S. Postal Service Express Mail, with postage prepaid, and shall be
deemed sufficiently given if served in a manner specified in this Paragraph 23.
The addresses noted adjacent to a Party's signature on this Lease shall be that
party's address for delivery or mailing of notice purposes. Either Party may by
written notice to the other specify a different address for notice purposes,
except that upon Lessee's taking possession of the Premises, the Premises shall
constitute Lessee's address for the purpose of mailing or delivering notices to
Lessee. A copy of all notices required or permitted to be given to Lessor
hereunder shall be concurrently transmitted to such party or parties at such
addresses as Lessor may from time to time hereafter designate by written notice
to Lessee.

     23.2   DATE OF NOTICE. Any notice sent by registered or certified mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, the postmark thereon. If sent
by regular mail, the notice shall be deemed given three (3) business days after
the same is addressed as required herein and mailed with postage prepaid.
Notices delivered by United States Express Mail or overnight courier that
guarantees next day delivery shall be deemed given twenty-four (24) hours after
delivery of the same to the United States Postal Service or courier. If any
notice is transmitted by facsimile transmission or similar means, the same shall
be deemed served or delivered upon telephone or facsimile confirmation of
receipt of the transmission thereof, provided a copy is also delivered via
delivery or mail. If notice is received on a Saturday or a Sunday or a legal
holiday, it shall be deemed received on the next business day.

24.  WAIVERS. No waiver by Lessor of the Default or Breach of any term, covenant
or condition hereof by Lessee, shall be deemed a waiver of any other term,
covenant or condition hereof, or of any subsequent Default or Breach by Lessee
of the same or any other term, covenant or condition hereof. Lessor's consent
to, or approval of, any such act shall not be deemed to render unnecessary the
obtaining of Lessor's consent to, or approval of, any subsequent or similar act
by Lessee, or be construed as the basis of an estoppel to enforce the provision
or provisions of this Lease requiring such consent. Regardless of Lessor's
knowledge of a Default or Breach at the time of accepting rent, the acceptance
of rent by Lessor shad not be a waiver of any Default or Breach by Lessee of any
provision hereof. Any payment given Lessor by Lessee may be accepted by Lessor
on account of monies or damages due Lessor, notwithstanding any qualifying
statements or conditions made by Lessee in connection therewith, which such
statements and/or conditions shall be of no force or effect whatsoever unless
specifically agreed to in writing by Lessor at or before the time of deposit of
such payment.

26.  NO RIGHT TO HOLDOVER. Lessee has no right to retain possession of the
Premises or any part thereof beyond the expiration or earlier termination of
this Lease.
In the event that Lessee holds over in violation of this Paragraph 26 then the
Base Rent payable from and after the time of the expiration or earlier
termination of this Lease shall be increased to one hundred twenty five percent
(125%) of the Base Rent applicable during the month immediately preceding such
expiration or earlier termination. Nothing contained herein shall be construed
as a consent by Lessor to any holding over by Lessee.

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

<PAGE>

28.  COVENANTS AND CONDITIONS. All provisions of this Lease to be observed or
performed by Lessee are both covenants and conditions.

29.  BINDING EFFECT; CHOICE OF LAW. This Lease shall be binding upon the
Parties, their personal representatives, successors and assigns and be governed
by the laws of the state in which the Premises are located. Any litigation
between the Parties hereto concerning this Lease shall be initiated in the
county in which the Premises are located.

30.  SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

     30.1   SUBORDINATION. This Lease and any Option granted hereby shall be
subject and subordinate to any ground lease, mortgage, deed of trust, or other
hypothecation or security device (collectively, "Security Device*), now or
hereafter placed by Lessor upon the real property of which the Premises are a
part, to any and all advances made on the security thereof, and to all renewals,
modifications, consolidations, replacements and extensions thereof. Lessee
agrees that the Lenders holding any such Security Device shall have no duty,
liability or obligation to perform any of the obligations of Lessor under this
Lease, but that in the event of Lessor's default with respect to any such
obligation, Lessee will give any Lender whose name and address have been
furnished Lessee in writing for such purpose notice of Lessor's default pursuant
to Paragraph 13 5. If any Lender shall elect to have this Lease and/or any
Option granted hereby superior to the lien of its Security Device and shall give
written notice thereof to Lessee, this Lease and such Options shall be deemed
prior to such Security Device, notwithstanding the relative dates of the
documentation or recordation thereof.

     30.2   ATTORNMENT. Subject to the non-disturbance provisions of Paragraph
30.3, Lessee agrees to attorn to a Lender or any other party who acquires
ownership of the Premises by reason of a foreclosure of a Security Device, and
that in the event of such foreclosure, such new owner shall not: (i) be liable
for any act or omission of any prior lessor or with respect to events occurring
prior to acquisition of ownership, (ii) be subject to any offsets or defenses
which Lessee might have against any prior lessor, or (iii) be bound by
prepayment of more than one (1 ) month's rent.

     30.3   NON-DISTURBANCE. With respect to Security Devices entered into by
Lessor after the execution of this Lease, Lessee's subordination of this Lease
shall be subject to receiving assurance (a "non-disturbance agreement") from the
Lender that Lessee's possession and this Lease, including any options to extend
the term hereof, will not be disturbed so long as Lessee is not in Breach hereof
and attorns to the record owner of the Premises.

     30.4   SELF-EXECUTING. The agreements contained in this Paragraph 30 shall
be effective without the execution of any further documents; provided, however,
that upon written request from Lessor or a Lender in connection with a sale,
financing or refinancing of Premises, Lessee and Lessor shall execute such
further writings as may be reasonably required to separately document any such
subordination or non-subordination, attornment and/or non-disturbance agreement
as is provided for herein.

31.  ATTORNEYS' FEES. If any Party or Broker brings an action or proceeding to
enforce the terms hereof or declare rights hereunder, the Prevailing Party (as
hereafter defined) in any such proceeding, action, or appeal thereon, shall be
entitled to reasonable attorneys' fees. Such fees may be awarded in the,same
suit or recovered in a separate suit, whether or not such action or proceeding
is pursued to decision or judgment. The term "PREVAILING PARTY" shall include,
without limitation, a Party or Broker who substantially obtains or defeats the
relief sought, as the case may be, whether by compromise, settlement, judgment,
or the abandonment by the other Party or Broker of its claim or defense. The
attorneys fee award shall not be computed in accordance with any court fee
schedule, but shall be such as to fully reimburse all attorneys' fees reasonably
incurred. Lessor shall be entitled to attorneys fees, costs and expenses
incurred in preparation and service of notices of Default and consultations in
connection therewith, whether or not a legal action is subsequently commenced in
connection with such Default or resulting Breach. Broker(s) shall be intended
third party beneficiaries of this Paragraph 31.

32.  LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS. Lessor and Lessor's agents
shall have the right to enter the Premises at any time, in the case of an
emergency, and otherwise at reasonable times for the purpose of showing the same
to prospective purchasers, lenders, or lessees, and making such alterations,
repairs, improvements or additions to the Premises or to the Building, as Lessor
may reasonably deem necessary. Lessor may at any time place on or about the
Premises or Building any ordinary "For Sale" signs and Lessor may at any time
during the last one hundred eighty (180) days of the term hereof place on or
about the Premises any ordinary "For Leased signs. All such activities of Lessor
shall be without abatement of rent or liability to Lessee.

<PAGE>

33.  AUCTIONS. Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises without first having
obtained Lessor's prior written consent. Notwithstanding anything to the
contrary in this Lease, Lessor shall not be obligated to exercise any standard
of reasonableness in determining whether to grant such consent.

34.  SIGNS. Lessee shall not place any sign upon the exterior of the Premises or
the Building, except that Lessee may, with Lessor's prior written consent,
install (but not on the roof) such signs as are reasonably required to advertise
Lessee's own business so long as such signs are in a location designated by
Lessor and comply with Applicable Requirements and the signage criteria
established for the Industrial Center by Lessor. The installation of any sign on
the Premises by or for Lessee shall be subject to the provisions of Paragraph 7
(Maintenance, Repairs, Utility Installations, Trade Fixtures and Alterations).
Unless otherwise expressly agreed herein, Lessor reserves all rights to the use
of the roof of the Building, and the right to install advertising signs on the
Building, including the roof, which do not unreasonably interfere with the
conduct of Lessee's business; Lessor shall be entitled to all revenues from such
advertising signs.

35.  TERMINATION; MERGER. Unless specifically stated otherwise in writing by
Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual
termination or cancellation hereof, or a termination hereof by Lessor for Breach
by Lessee, shall automatically terminate any sublease or lesser estate in the
Premises; provided, however, Lessor shall, in the event of any such surrender,
termination or cancellation, have the option to continue any one or all of any
existing subtenancies. Lessor's failure within ten (10) days following any such
event to make a written election to the contrary by written notice to the holder
of any such lesser interest, shall constitute Lessor's election to have such
event constitute the termination of such interest.

36.  CONSENTS.

            (a) Except for Paragraph 33 hereof (Auctions) or as otherwise
     provided herein, wherever in this Lease the consent of a Party is required
     to an act by or for the other Party, such consent shall not be unreasonably
     withheld or delayed. lessor's actual reasonable costs and expenses
     (including, but not limited to, architects', attorneys', engineers and
     other consultants' fees) incurred in the consideration of, or response to,
     a request by Lessee for any Lessor consent pertaining to this Lease or the
     Premises, including, but not limited to, consents to an assignment a
     subletting or the presence or use of a Hazardous Substance, shall be paid
     by Lessee to Lessor upon receipt of an invoice and supporting documentation
     therefor. In addition to the deposit described in Paragraph 12.2(e), Lessor
     may, as a condition to considering any such request by Lessee, require that
     Lessee deposit with Lessor an amount of money (in addition to the Security
     Deposit held under Paragraph 5) reasonably calculated by Lessor to
     represent the cost Lessor will incur in considering and responding to
     Lessee's request. Any unused portion of said deposit shall be refunded to
     Lessee without interest. Lessor's consent to any act, assignment of this
     Lease or subletting of the Premises by Lessee shall not constitute an
     acknowledgement that no Default or Breach by Lessee of this Lease exists,
     nor shall such consent be deemed a waiver of any then existing Default or
     Breach, except as may be otherwise specifically stated in writing by Lessor
     at the time of such consent.

            (b) All conditions to Lessor's consent authorized by this Lease are
     acknowledged by Lessee as being reasonable. The failure to specify herein
     any particular condition to Lessor's consent shall not preclude the
     impositions by Lessor at ttle time of consent of such further or other
     conditions as are then reasonable with reference to the particular matter
     for which consent is being given.

37.  GUARANTOR.

     37.1   FORM OF GUARANTY. If there are to be any Guarantors of this Lease
per Paragraph 1.11, the form of the guaranty to be executed by each such
Guarantor shall be in the form most recently published by the American
Industrial Real Estate Association, and each such Guarantor shall have the same
obligations as Lessee under this Lease, including, but not limited to, the
obligation to provide the Tenancy Statement and information required in
Paragraph 16.

     37.2   ADDITIONAL OBLIGATIONS OF GUARANTOR. It shall constitute a Default
of the Lessee under this Lease if any such Guarantor fails or refuses, upon
reasonable request by Lessor to give: (a) evidence of the due execution of the
guaranty called for by this Lease, including the authority of the Guarantor (and
of the party signing on Guarantor's behalf) to obligate such Guarantor on said
guaranty, and resolution of its board of directors authorizing the making of
such guaranty, together with a certificate of incumbency showing the signatures
of the persons authorized to sign on its behalf, (b) current financial
statements of Guarantor as may from time to time be requested by Lessor, (c) a
Tenancy Statement, or (d) written confirmation that the guaranty is still in
effect.

<PAGE>

38.  QUIET POSSESSION. Upon payment by Lessee of the rent for the Premises and
the performance of all of the covenants, conditions and provisions on Lessee's
part to be observed and performed under this Lease, Lessee shall have quiet
possession of the Premises for the entire term hereof subject to all of the
provisions of this Lease.

39.  OPTIONS.

     39.1   DEFINITION. As used in this Lease, the word "Option" has the
following meaning: (a) the right to extend the term of this Lease or to renew
this Lease or to extend or renew any lease that Lessee has on other property of
Lessor; (b) the right of first refusal to lease the Premises or the right of
first offer to lease the Premises or the right of first refusal to lease other
property of Lessor or the right of first offer to lease other property of
Lessor; (c) the right to purchase the Premises, or the right of first refusal to
purchase the Premises, or the right of first offer to purchase the Premises, or
the right to purchase other property of Lessor, or the right of first refusal to
purchase other property of Lessor, or the right of first offer to purchase other
property of Lessor.

     39.2   OPTIONS PERSONAL TO ORIGINAL LESSEE. Each Option granted to Lessee
in this Lease is personal to the original Lessee named in Paragraph 1.1 hereof,
and cannot be voluntarily or involuntarily assigned or exercised by any person
or entity other than said original Lessee while the original Lessee is in full
and actual possession of the Premises and without the intention of thereafter
assigning or subletting. The Options, if any, herein granted to Lessee are not
assignable, either as a part of an assignment of this Lease or separately or
apart therefrom, and no Option may be separated from this Lease in any manner,
by reservation or otherwise.

     39.3   MULTIPLE OPTIONS. In the event that Lessee has any multiple Options
to extend or renew this Lease, a later option cannot be exercised unless the
prior options to extend or renew this Lease have been validly exercised.

39.4 EFFECT OF DEFAULT ON OPTIONS.

            (a) Lessee shall have no right to exercise an Option,
     notwithstanding any provision in the grant of Option to the contrary: (i)
     during the period commencing with the giving of any notice of Default
     finder Paragraph 13.1 and continuing until the noticed Default is cured, or
     (ii) during the period of time any monetary obligation due Lessor from
     Lessee is unpaid (without regard to whether notice thereof is given
     Lessee), or (iii) during the time Lessee is in Breach of this Lease, or
     (iv) in the event that Lessor has given to Lessee three (3) or more notices
     of separate Defaults under Paragraph 13.1 during the twelve (12) month
     period immediately preceding the exercise of the Option, whether or not the
     Defaults are cured.

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

            (c) All rights of Lessee under the provisions of an Option shall
     terminate and be of no further force or effect, notwithstanding Lessee's
     due and timely exercise of the Option, if, after such exercise and during
     the term of this Lease, (i) Lessee fails to pay to Lessor a monetary
     obligation of Lessee for a period of thirty (30) days after such obligation
     becomes due (without any necessity of Lessor to give notice thereof to
     Lessee), or (ii) Lessor gives to Lessee three (3) or more notices of
     separate Defaults under Paragraph 13.1 during any twelve (12) month period,
     whether or not the Defaults are cured, or (iii) if Lessee commits a Breach
     of this Lease.

40.  RULES AND REGULATIONS. Lessee agrees that it will abide by, and keep and
observe all reasonable rules and regulations ("Rules and Regulations") which
Lessor may make from time to time for the management, safety, care, and
cleanliness of the grounds, the parking and unloading of vehicles and the
preservation of good order, as well as for the convenience of other occupants or
tenants of the Building and the Industrial Center and their invitees.

41.  SECURITY MEASURES. Lessee hereby acknowledges that the rental payable to
Lessor hereunder does not include the cost of guard service or other security
measures, and that Lessor shall have no obligation whatsoever to provide same.
Lessee assumes all responsibility for the protection of the Premises, Lessee,
its agents and invitees and their property from the acts of third parties.

42.  RESERVATIONS. Lessor reserves the right, from time to time, to grant,
without the consent or joinder of Lessee, such easements, rights of way, utility
raceways, and dedications that Lessor deems necessary, and to cause the
recordation of parcel maps and restrictions, so long as such easements, rights
of way, utility raceways, dedications, maps and restrictions do not reasonably
interfere with the use of the Premises by Lessee. Lessee agrees to sign any
documents reasonably requested by Lessor to effectuate any such easement rights,
dedication, map or restrictions.

43.  PERFORMANCE UNDER PROTEST. If at any time a dispute shall arise as to any
amount or sum of money to be paid by one Party to the other under the provisions
hereof, the Party against whom the obligation to pay the money

<PAGE>

is asserted shall have the right to make payment "under protest" and such 
payment shall not be regarded as a voluntary payment and there shall survive 
the right on the part of said Party to institute suit for recovery of such 
sum. If it shall be adjudged that there was no legal obligation on the part 
of said Party to pay such sum or any part thereof, said Party shall be 
entitled to recover such sum or so much thereof as it was not legally 
required to pay under the provisions of this Lease.

44.  AUTHORITY. If either Party hereto is a corporation, trust, or general or
limited partnership, each individual executing this Lease on behalf of such
entity represents and warrants that he or she is duly authorized to execute and
deliver this Lease on its behalf. If Lessee is a corporation, trust or
partnership, Lessee shall, within thirty (30) days after request by Lessor,
deliver to Lessor evidence satisfactory to Lessor of such authority.

45.  CONFLICT. Any conflict between the printed provisions of this Lease and the
typewritten or handwritten provisions shall be controlled by the typewritten or
handwritten provisions.

46. Offer. Preparation of this Lease by either Lessor or Lessee or Lessor's
agent or Lessee's agent and submission of same to Lessee or Lessor shall not be
deemed an offer to lease. This Lease is not intended to be binding until
executed and delivered by all Parties hereto.

47.  AMENDMENTS. This Lease may be modified only in writing, signed by the
Parties in interest at the time of the modification. The Parties shall amend
this Lease from time to time to reflect any adjustments that are made to the
Base Rent or other rent payable under this Lease. As long as they do not
materially change Lessee's obligations hereunder, Lessee agrees to make such
reasonable non-monetary modifications to this Lease as may be reasonably
required by an institutional insurance company or pension plan Lender in
connection with the obtaining of normal financing or refinancing of the property
of which the Premises are a part.

48.  MULTIPLE PARTIES. Except as otherwise expressly provided herein, if more
than one person or entity is named herein as either Lessor or Lessee, the
obligations of such multiple parties shall be the joint and several
responsibility of all persons or entities named herein as such Lessor or Lessee.

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

     IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR YOUR ATTORNEY'S
     REVIEW AND APPROVAL. FURTHER, EXPERTS SHOULD BE CONSULTED TO EVALUATE THE
     CONDITION OF THE PROPERTY FOR THE POSSIBLE PRESENCE OF ASBESTOS,
     UNDERGROUND STORAGE TANKS OR HAZARDOUS SUBSTANCES. NO REPRESENTATION OR
     RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
     OR BY THE REAL ESTATE BROKERS OR THEIR CONTRACTORS, AGENTS OR EMPLOYEES AS
     TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE
     OR THE TRANSACTION TO WHICH IT RELATES; THE PARTIES SHALL RELY SOLELY UPON
     THE ADVICE OF THEIR OWN COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF
     THIS LEASE. IF THE SUBJECT PROPERTY IS IN A STATE OTHER THAN CALIFORNIA, AN
     ATTORNEY FROM THE STATE WHERE THE PROPERTY IS LOCATED SHOULD BE CONSULTED.

<PAGE>

The Parties hereto have executed this Lease at the place and on the dates
specified above their respective signatures.

<TABLE>
<CAPTION>

<S>                                             <C>
     Executed at:   San Francisco, California          Executed at:   San Ramon, California

     on:            2/23/99                            on:            2/19/99


     By LESSOR:                                   By LESSEE:
     Sea Cliff Properties, a California General   Supergen, Inc., a Delaware Corporation
     Partnership              


By:            /s/ H.M. Shragge                   By:       /s/ Joseph Rubinfeld
Name Printed:  H.M. Shragge                       Name Printed:  Joseph Rubinfeld
Title:         Partner                            Title:         Chief Executive Officer

By:                                               By:       /s/ Rajesh C. Shrotriya
Name Printed:                                     Name Printed:  Rajesh C. Shrotriya
Title:                                            Title:         EVP/CSO
Address:       12 Geary Street, Suite 303         Address:  #2 Annabel Lane, Suite   220
               San Francisco, CA  94108                     San Ramon, California    94583
Telephone:     (415) 781 - 8050    .              Telephone:     (925) 327 - 0200
Facsimile:     (415) 781-1324                     Facsimile:     (925) 327 - 7347

BROKER:                                           BROKER:
Lee & Associates    .                             Lee & Associates
Executed at:                                      Executed at:
on:                                               on:

By:                                               By:
Name Printed:  Chris Pearson/Bob Kumnick          Name Printed:  Bob Kumnick
Title:         Principals                         Title:         Principal
Address:       5960 Stoneridge Drive, Suite 101   Address:  5960 Stoneridge Drive, Suite 101,
               Pleasanton, California 94588                 Pleasanton, California 94588
Telephone:     (925) 737-4146                     Telephone:     (925) 737-4146
Facsimile:     (925) 460-6210                     Facsimile:     (925) 460-6210

</TABLE>

NOTE: These forms are often modified to meet changing requirements of law and
needs of the industry. Always write or call to make sure you are utilizing the
most current form: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION,700 South Flower
Street, Suite 600, Los Angeles, California 90017 (213) 687-8777.

<PAGE>

                                     ADDENDUM ONE


     This is an Addendum to the Standard Industrial/Commercial Multi-Lessee
Lease - Gross (the "Lease") dated as of February 12, 1999, between SEA CLIFF
PROPERTIES, a California general partnership, as Lessor, and SUPERGEN, INC., a
Delaware Corporation, as Lessee.  The Lease covers approximately 10,672 square
feet of space commonly known as Suite A, 1075 Serpentine Lane, Pleasanton,
California.  Except as otherwise provided herein, initial capitalized words
shall have the same definitions given to them in the Lease.  The provisions of
this Addendum shall supercede all inconsistent provisions in the Lease.

     1.   LEASE DEPOSIT/SCHEDULE.  A deposit of $7,500.00 will be submitted by
          Lessee upon signing of this lease agreement.  Six months prior to
          lease commencement, Lessee will pay to Lessor the balance of the
          security deposit of Seven Thousand Five Hundred and No/100 Dollars
          ($7,500.00) due on this lease and the first month's Base Rent of
          $10,565.00.

     2.   EARLY OCCUPANCY.  In the event the Premises becomes available prior to
          the scheduled Commencement Date (July 1, 2001), Lessor may give Lessee
          written notice ("Lessor's Notice") thereof and the Original Term shall
          commence on the date specified in Lessor's Notice but in no event
          sooner than ninety (90) days after Lessee receives Lessor's Notice. 
          Base Rent (Paragraph 3, below) and Common Area Operating Expenses
          (Paragraph 4, below) for the period prior to July 1, 2001 shall be the
          same as the Base Rent and Common Area Operating Expenses Lessee is
          then obligated to pay under its lease covering the adjoining Suite B. 
          For example, if the Original Term commences on June 1, 2000, the Base
          Rent through June 30, 2001 will be as follows:

<TABLE>
<S>                             <C>
     6/1/2000 - 4/30/2001          $10,245.00 per month
     5/1/2001 - 6/30/2001          $10,565.00 per month

</TABLE>

and the Common Area Operating Expenses will be $320.00 per month.

     Within ten (10) days after receipt of Lessor's Notice, Lessee shall pay
Lessor the balance of the security deposit ($7,500.00) and the first month's
Base Rent.

     3.   BASE RENT.     Base Rent during the Original Term shall be as follows:

<TABLE>
<S>                               <C>
            7/1/2001 - 6/30/2002   $10,565.00 per month
            7/1/2002 - 6/30/2003   $10,885.00 per month
            7/1/2003 - 6/30/2004   $11,206.00 per month
            7/1/2004 - 6/30/2005   $11,542.00 per month
            7/1/2005 - 6/30/2006   $11,888.00 per month

</TABLE>

     4.   COMMON AREA OPERATING EXPENSES.  To cover all of Lessee's current and
future obligations under Section 4.2, 8.1, and 10 of the Lease, Lessee shall pay
the sum of $320.00 ($0.03 per square foot) per month in advance along with Base
Rent from 7/1/2001 through June 30, 2004 and then pay increase to $427.00 ($0.04
per square foot) per month from July 1, 2004 through June 30, 2006.

     5.   LESSEE'S SHARE.  Section 1.6 (b) of the Lease is clarified as 
follows: Lessee's Share of expenses associated with the Building is 50% 
(10,672PLUS MINUS square feet in the Premises vs. 21,344PLUS MINUS square 
feet in the Building).  Lessee's Share of expenses of the Project (which 
consists of two buildings, one at 1177 Quarry Lane and another at 1075 
Serpentine Lane) is 20.7% (10,672PLUS MINUS square feet in the Premises vs. 
51,584 square feet in the Project).

<PAGE>

     6.   LESSEE IMPROVEMENTS.  Lessee agrees to accept the Premises in its 
          as-is broom clean condition.  Notwithstanding the foregoing, Lessor
          agrees to remove all personal property of the present tenant inside
          the Premises and to clean-up all debris from the exterior of Premises.

          Lessor understands that Lessee intends to improve Premises for
Lessee's office requirements.  All plans for such work shall be subject to
Lessor's prior written approval and to the requirements of Section 7.3 of the
Lease.  If any of Lessee's improvements trigger other improvements in the
Premises or the Building (such as ADA work), Lessee shall pay for the cost
thereof.  A conceptual space plan of planned improvements to be approved by
Lessor prior to lease signing and included as Exhibit C of the Lease.  Lessor
reserves the right to have Lessee remove any or all of the improvements Lessee
has added to the Premises at lease expiration and restore interior improvements
to condition of Premises as of date of commencement.  Removal cost will be at
Lessee's sole cost and expense.

     7.   GARBAGE COSTS.  Lessor shall provide a trash enclosure on the Premises
and Lessee shall contract and pay for all trash removal services.

     8.   DOMESTIC WATER USE.  In addition to Base Rent and Common Area
Operating Expenses, Lessee shall pay its prorata share of domestic water use as
measured by submeter on Premises.  Lessor shall bill Lessee separately for this
water usage and payment shall be due within twenty (20) days after billing.

     9.   LESSEE'S ADDITIONAL MAINTENANCE OBLIGATIONS.  All exterior doors and
windows of Lessee's Premises, including glass frames, locks, hinges and other
parts of the windows and doors, are excluded from Lessor's maintenance
obligations under Section 7.2 of the Lease and the maintenance and repair of
these items are included in the items of Lessee's obligations under Section 7.1
of the Lease.  Even though Lessor is responsible for common area maintenance,
Lessee shall not litter the Premises, including the driveway, parking area, and
yard.  Lessee shall also maintain and repair all electrical fixtures, floor
covering, plumbing and heating fixtures and other interior fixtures in the
Premises.  The repair of broken glass and doors due to any cause, including
forced entry, are Lessee's responsibility.  Any damage to the exterior doors,
such as bending, dents and the like, shall be repaired within 30 days of such
damage.

     10.  HVAC.  Lessor shall have a licensed contractor inspect the heating,
          ventilating, and air conditioning system ("HVAC") of the Premises and
          certify that it is in good working order at the commencement of the
          Original Term.

     Section 7.1(b) of the Lease is modified to provide that Lessor shall
contract with an outside contractor for the inspection, maintenance and service
of the HVAC systems in the Premises and Lessee shall reimburse Lessor, within
ten (10) days after billing, for the cost thereof.  However, Lessee shall not be
obligated to spend more than $5,000.00 in any calendar year to maintain, repair,
replace, and service the HVAC servicing the Premises.  The cost of any necessary
maintenance, repair, replacement, and servicing of the HVAC system in the
Premises in excess of $5,000.00 in any calendar year shall be paid by Lessor.

     11.  ROOF.  Lessee shall not have access to the roof and shall not use the
          roof or exterior walls of the Building for any purpose without
          Lessor's consent.  Lessee shall not be permitted to make any
          penetrations through the roof of the Building or ceiling of the
          Premises without Lessor's prior written approval.


     12.  PARKING.  The parking lot shall be used solely for parking of cars and
light trucks by Lessee and its customers during Lessee's operating hours.  No
trucks or trailers or vehicles longer than 22 feet shall be parked in the
parking lot.  No overnight parking will be allowed except only during the period
of tenant improvement construction (not to exceed six months).

<PAGE>

     13.  NO STORAGE, ETC.  No storage or repair work on equipment will be
permitted outside the Premises or in the parking area.  A storage container will
be permitted outside the Premises only during the period of tenant improvement
construction (not to exceed six months).

     14.  GARBAGE USE.  Absolutely no debris, cartons, pallets or the like shall
be put in trash yards or in the paved areas.  Lessee shall be responsible for
placing its trash in the dumpsters.

     15.  CC&RS.  Lessee has received and approved a copy of The Valley Business
          Park Covenants, Conditions and Restrictions ("CC&Rs").  Lessee agrees
          to be bound by any provisions within the CC&Rs pertinent to Lessee's
          occupancy and use of the Premises and the Industrial Center.

     16.  HAZARDOUS SUBSTANCES.  To the best knowledge of Lessor, (a) no 
Hazardous Substances are present on the Industrial Center of the soil, 
surface water or goundwater thereof, (b) no underground storage tanks or 
asbestos-containing building materials are present on the Industrial Center, 
and (c) no action, proceeding, or claim is pending or threatened involving 
the Industrial Center concerning any Hazardous Substances or pursuant to any 
Applicable Laws or Requirements. Under no circumstance shall Lessee be liable 
for, or indemnify Lessor from, any Hazardous Substance present at any time on 
or about the Industrial Center, or the soil, air, improvements, groundwater 
or surface water thereof, or the violation of any Applicable Laws or 
Requirements relating to any such Hazardous Substance, except to the extent 
that any of the foregoing directly or indirectly result from the release or 
emission of Hazardous Substances on or about the Premises caused by Lessee, 
its agents, employees or contractors.  Lessee shall indemnify, defend and 
hold harmless Lessor, its agents, contractors, stockholders, directors, 
successors, representatives and assigns, from and against all losses, costs, 
claims, liabilities and damages (including attorneys' and consultants' fees) 
of every type and nature directly or indirectly arising out of or in 
connection with any such release or emission of Hazardous Substances by 
Lessee, its agents, employees or contractors.  Lessor shall indemnify defend 
and hold harmless Lessee, its agents, contractors, stockholders, directors, 
successors, representatives and assigns, from and against all losses, costs, 
claims, liabilities and damages (including attorneys' and consultants' fees) 
of every type and nature directly or indirectly arising out of or in 
connection with any release or emission of Hazardous Substances caused by 
Lessor, its agents, employees or contractors, or arising out of or in any way 
connected with the breach of any warranties or representations by Lessor 
under this paragraph 17.

     17.  ASSIGNMENT AND SUBLETTING.  Lessee, without Lessor's prior written 
consent and without complying with any of the restrictions of Paragraphs 12 
or 39 of the Lease, may sublet the Premises or assign the Lease to 
(collectively, "Permitted Assignees"): a subsidiary, affiliate, franchisee, 
division or corporation controlling, controlled by or under common control 
with Lessee; (b) a successor corporation related to Lessee by merger, 
consolidation, on bankruptcy reorganization or government action; or (c) a 
purchaser of substantially all of Lessee's assets located at the Premises.  
For purposes of the Lease, a sale of Lessee's capital stock shall not be 
deemed an assignment, subletting or other transfer of the Lease or the 
Premises requiring Lessor's consent.

     18.  CROSS-DEFAULT.  Concurrent herewith, Lessor and Lessee are entering
into a Lease covering Suite B which adjoins the Premises (the 'Adjoining
Lease").  Any breach or default breach by Lessee under the Adjoining Lease shall
constitute a Breach under this Lease.


<PAGE>

<TABLE>
<CAPTION>
<S>                                   <C>

LESSOR                                  LESSEE

SEA CLIFF PROPERTIES,                   SUPERGEN, INC.
a California general partnership        a Delaware Corporation


By:  /s/ H.M. Schragge                  By:  /s/ Joseph Rubinfeld
    -------------------                      -----------------------
Date:     2/23/99                       By:  /s/ Rajesh C. Shrotriya
                                             -----------------------
                                        Date:     2/19/99

</TABLE>