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                                                                 EXHIBIT 10.33

             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 B, 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: 7 years and 2 months ("ORIGINAL TERM") commencing May 1, l999
("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:  $ 9,925.00 per month ("BASE RENT"), payable on the first
day of each month commencing May l999  (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:   $ 9,925.00 as Base Rent for the
period May 1999

      1.6(b) LESSEE'S SHARE OF COMMON AREA OPERATING EXPENSES: per Addendum
One, Paragraph 5 percent (50%) ("LESSEE'S SHARE") as determined by /X/  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   ("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 16, 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.B      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 five (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

<PAGE>

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
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>

<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 B, 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.  BASE RENT.     Base Rent during the Original Term shall be as follows:

<TABLE>
<CAPTION>
<S>                                      <C>
               5/1/1999 - 4/30/2000          $ 9,925.00 per month
               5/1/2000 - 4/30/2001          $10,245.00 per month
               5/1/2001 - 4/30/2002          $10,565.00 per month
               5/1/2002 - 4/30/2003          $10,885.00 per month
               5/1/2003 - 4/30/2004          $11,206.00 per month
               5/1/2004 - 4/30/2005          $11,542.00 per month
               5/1/2005 - 6/30/2006          $11,888.00 per month
</TABLE>

      2.  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 May 1, 1999 through April 30, 2004
          and then pay an increase to $427.00 ($0.04 per square foot) per month
          from May 1, 2004 through June 30, 2006.

      3.  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).

      4.  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.

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

<PAGE>

      6.  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.
      
      7.  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 lot, 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.

      8.  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.

      9.    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.

      10.   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).

      11.   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).

      12.   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 provided by Lessor.

      13.   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.

<PAGE>

      14.   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 15.

      15.   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.

      16.   CROSS-DEFAULT.  Concurrent herewith, Lessor and Lessee are entering
into a Lease covering Suite A 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.

<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>