<PAGE>

                                                                   Exhibit 10.12
                                                                   -------------

LEASE

(SINGLE-TENANT BUILDING ON MULTI-BUILDING PROJECT)

by and between

MARTIN/CAMPUS ASSOCIATES, L.P.

("Landlord ")

and

AMPEX CORPORATION
(Tenant)

For the approximately 6O,OOO SF Premises
to be constructed on Broadway, Redwood City, CA

LEASE SUMMARY

Lease Date: January 19, 1996
Landlord:   Martin/Campus Associates, L.P
Address of Landlord: c/o The Martin Group
100 Bush Street, 26th Floor
San Francisco, CA 94104

Tenant:  Ampex Corporation
Address of Tenant: 401 Broadway, MS 1-40
Redwood City, CA 94063

Contact: John Dods
Director of Facilities & Administration

Telephone: (415)367-2115
Building Location: Broadway, Redwood City, CA

Approximate Building Area: 60,000 square feet
Term: Ten (10) years

Monthly Rent (net): (see paragraph 5.A.)

Security Deposit: (see paragraph 7)

<PAGE>

TABLE OF CONTENTS

1.       Parties                                                        1
2.       Premises                                                       1
3.       Definitions                                                    3
5.       Rent                                                           5
6.       Late Payment Charges                                           6
7.       Security Deposit                                               7
8.       Holding Over                                                   9
9.       Tenant Improvements                                            9
10.      Condition of Premises                                          9
11.      Use of the Premises                                           10
12.      Quiet Enjoyment                                               13
13.      Alterations                                                   14
14.      Surrender of the Premises                                     14
1S.      Real Property Taxes                                           15
16.      Utilities and Services                                        16
17.      Repair and Maintenance                                        16
18.      Liens                                                         18
19.      Landlord's Right to Enter the Premises                        18
20.      Signs                                                         18
21.      Insurance                                                     19
22.      Waiver of Subrogation                                         22
24.      Condemnation                                                  24
25.      Assignment and Subletting                                     25
26.      Default                                                       26
27.      Subordination                                                 28
28.      Notices                                                       29
29.      Attorneys' Fees                                               29
30.      Estoppel Certificates                                         29
31.      Transfer of the Premises by Landlord                          30
32.      Landlord's Right to Perform Tenant's Covenants                30
33.      Tenant's Remedy                                               30
34.      Mortgagee Protection                                          31
35.      Brokers                                                       31
36.      Acceptance                                                    31
37.      Modifications for Lender                                      31
38.      Parking                                                       31
39.      Option to Purchase                                            32
40.      General                                                       33

TABLE OF EXHIBITS

EXHIBIT A         The Premises and the Property
EXHIBIT A-1       The Project
EXHIBIT B         Work Letter Agreement
EXHIBIT C         Commencement Date Memorandum
EXHIBIT D         Financial Tests Calculations
EXHIBIT E         Form of Letter of Credit
EXHIBIT F         Form of Confidentiality Agreement

<PAGE>


                                                                   Exhibit 10.12
                                                                   -------------

LEASE
(SINGLE-TENANT BUILDING ON MULTI-BUILDING PROJECT)

1.   Parties.

THIS LEASE (the "Lease"), dated January 19, 1996,is entered into by and between
Martin/Campus Associates, L.P., a California limited partnership ("Landlord"),
whose address is c/o The Martin Group, 100 Bush Street, San Francisco, CA 94104,
and Ampex Corporation, a Delaware corporation ("Tenant"), whose address is 401
Broadway, Redwood City, CA 94063.

2.   Premises.

A. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord that
certain building to be constructed by Landlord, consisting of approximately
60,000 square feet (the "Building"), in the City of Redwood City, San Mateo
County, California, at the approximate location shown on EXHIBIT A, together
with the exclusive use of the Outside Area described in paragraph 3.H., as more
particularly shown on EXHIBIT A (collectively, the "Premises"). The exact
location of the Building shall be agreed upon by Landlord and Tenant within
thirty (30) days after the date that the conditions set forth in paragraph 2.C.
have been satisfied. If, however, Landlord constructs any buildings on the
Property for occupancy by any tenant(s) other than Tenant, upon completion of
such building(s) the Outside Area shall be converted to common area, available
for the non-exclusive use by Tenant and any other tenant(s) of the Property. In
such event, Landlord shall have exclusive control of the Outside Area and may at
any time temporarily close any part thereof, exclude and restrain anyone from
any part thereof, except the bona fide customers, employees and invitees of
Tenant who use the Outside Area in accordance with the reasonable rules and
regulations as Landlord may from time to time promulgate, and may, at Landlord's
election, renovate, reconstruct and for improve the Outside Area and change the
configuration or location of the Outside Area In exercising any such rights,
Landlord shall not unreasonably disrupt Tenant's business. As used herein, the
term "Property" shall mean the real property shown on EXHTBIT A. consisting of
approximately nine and 31/100ths (9.31) acres, upon which are located, as of the
date of this Lease, three (3) buildings consisting of a total building area of
approximately 132,150 square feet.

B. Landlord shall notify Tenant of Landlord's intent to proceed with the
preparation of plans and specifications for the Building Shell no sooner than
January 1, 1997 but no later than forty-eight (48) months from the date that
close of escrow occurs for the purchase of the Project (defined in paragraph
3.I.) by Landlord from Tenant ("Close of Escrow"). Subject to satisfaction of
the conditions set forth in paragraph 2.C., Tenant may require Landlord to
commence preparation of plans and specifications for the Building Shell no
sooner than the date the financial conditions set forth in paragraph 7 of the
Premises 1 Lease have been satisfied by Tenant but no later than forty-eight
(48) months from the Close of Escrow. Within sixty (60) days after the date
notice is delivered by Landlord or Tenant as provided herein, Landlord shall
provide Tenant with a schedule specifying Landlord's projected dates for
securing financing, obtaining necessary permits and approvals, preparing plans
for the Building Shell and the Tenant Improvements, obtaining construction bids,
commencing construction of the Building Shell and the Tenant Improvements, and
completing construction of the Building Shell and the Tenant Improvements. The
schedule shall provide for commencement of construction of the Building Shell
within nine (9) months from the date notice is delivered by Landlord or Tenant
as provided herein, and completion of the Building Shell and the Tenant
Improvements within twelve (12) months from commencement of construction of the
Building Shell, which dates the parties agree shall be subject to extension for
delays caused by force majeure. Upon satisfaction of the conditions set forth in
paragraphs 2.C.(i) through 2.C.(iv), Landlord shall complete the plans and
specifications for the Building Shell and the Tenant Improvements, diligently
pursue all necessary building permits for construction, commence construction of
the Building Shell and the Tenant Improvements and diligently pursue
construction of the Building Shell and the Tenant Improvements to completion.
If, however, after notice by Landlord or Tenant as permitted herein, either of
the conditions set forth in paragraph 2.C.(i) or 2 C.(ii) are not satisfied by
Tenant, this Lease and all obligations of Landlord and Tenant hereunder shall
terminate and Landlord shall refund to

<PAGE>

Tenant the Monthly Rent and the Security Deposit if previously paid to Landlord
by Tenant.

C. Landlord's obligation to construct the Building shall be subject to the
satisfaction of all the following conditions:

(i) Tenant is not in default under the lease between Landlord and Tenant dated
January 16, 1996 for the premises located at 1228 Douglas Avenue, 1250 Douglas
Avenue and 550 Broadway, Redwood City, California (the "Premises 1 Lease") or
under the lease between Landlord and Tenant dated January 16, 1996 for the
premises located at 2945 Bay Road, Redwood City, California (the "Premises 2
Lease"), either as of the date that notice is delivered pursuant to paragraph
2.B. or as of the date Landlord is scheduled to commence construction of the
Building;

(ii) Tenant deposits with Landlord in cash, no later than thirty (30) days after
the date that notice is delivered by Landlord or Tenant pursuant to paragraph
2.B., the estimated Monthly Rent due for the first month of the Term plus the
estimated Security Deposit required pursuant to paragraph 7. At Tenant's
election, the Security Deposit may be delivered to Landlord in the form of an
L-C (defined below) provided that the L-C satisfies the requirements of
paragraph 7;

(iii) Landlord obtains all necessary permits and approvals from the City of
Redwood City and any other governmental agency with jurisdiction on terms and
conditions acceptable to Landlord in Landlord's reasonable discretion. Without
limiting Landlord's other reasonable grounds for declining to obtain any
necessary permits and approvals, it shall be deemed reasonable for Landlord not
to obtain permits and approvals because of conditions imposed by the applicable
governmental agency which require Landlord to improve or modify property outside
of the Premises, to pay any material traffic mitigation fees or pay for any
material traffic mitigation measures, or to pay any governmental fees or
surcharges not currently in effect and materially in excess of the fees or
charges in effect as of the date of this Lease, provided that Tenant may agree
to pay any such excess costs, in which case Landlord shall not be permitted to
decline to obtain such permits because of such extra costs; and

(iv) Landlord obtains one hundred percent (100%) construction financing at
commercially viable rates with no requirement for personal or corporate
guaranties of any kind; and

(v) the Total Development Cost (defined below) shall not exceed $90.00 per
square fool (adjustet1 fur inflation based upon increases in the Index from the
dale of ~s Lease until the date notice is provided by Landlord or Tenant
pursuant to paragraph 2.B.) unless otherwise approved by Tenant in writing, nor
shall the Total Development Cost exceed $100.00 per square foot (adjusted for
inflation based upon increases in the Index from the date of this Lease until
the date notice is provided by Landlord or Tenant pursuant to paragraph 2.B.)
unless otherwise approved by Landlord Tenant in writing Landlord acknowledges
that Tenant has an interest in proceeding to construction as expeditiously as
possible and Landlord shall use diligent efforts to satisfy the conditions set
forth in paragraphs 2.C.(iii) and 2.C.(iv).

3.   Definitions.

The following terms shall have the following meanings in this Lease:

<PAGE>

A. Alterations. Any alterations, additions or improvements made in, on or about
the Premises after the Commencement Date, including, but not limited to,
lighting, heating, ventilating, air conditioning, electrical, hard wall
partitioning, drapery and carpentry installations.

B. Commencement Date. The Commencement Date of this Lease shall be the first day
of the Term determined in accordance with paragraph 4.

C. HVAC. Heating, ventilating and air conditioning.

D. Imputed Rent. The monthly rent due under the Premises 1 Lease before
deduction of any improvement credits and/or interest credits to which Tenant may
be entitled under paragraph 5.C. of the Premises 1 Lease.

E. Interest Rate. Twelve percent (12%) per annum, however, in no event to exceed
the maximum rate of interest permitted by law.

F. Landlord's Agents. Landlord's authorized agents, partners, subsidiaries,
directors, officers, and employees.

G. Monthly Rent. The rent payable pursuant to paragraph 5.A., as adjusted from
time to time pursuant to the terms of this Lease.

H. Outside Area. All areas and facilities within the Property, exclusive of the
Building and the buildings located at 1228 Douglas Avenue, 1250 Douglas Avenue
and 550 Broadway, including without limitation, sidewalks, landscaped areas,
service areas, trash disposal facilities, and similar areas and facilities,
subject to the reasonable rules and regulations and changes therein from time to
time promulgated by Landlord governing the use of the Outside Area.

I. Project. That certain real property shown on EXHIBIT A-1, consisting of
approximately 32.86 acres, upon which, as of the date of this Lease, are located
ten (10) buildings consisting of a total building square footage of
approximately 545,658 square feet.

J. Real Property Taxes. Any form of assessment, license, fee, rent tax, levy,
penalty (if a result of Tenant's delinquency), or tax (other than net income,
estate, succession, inheritance, transfer or franchise taxes), imposed by any
authority having the direct or indirect power to tax, or by any city, county,
state or federal government or any improvement or other district or division
thereof, whether such tax is: (i) determined by the area of the Property or any
part thereof or the rent and other sums payable hereunder by Tenant or by other
tenants, including, but not limited to, any gross income or excise tax levied by
any of the foregoing authorities with respect to receipt of such rent or other
sums due under this Lease; (ii) upon any legal or equitable interest of Landlord
in the Property or any part thereof; (iii) upon this transaction or any document
to which Tenant is a party creating or transferring any interest in the
Property; (iv) levied or assessed in lieu of, in substitution for, or in
addition to, existing or additional taxes against the Property whether or not
now customary or within the contemplation of the parties; or (v) surcharged
against the parking area.

K. Rent. Monthly Rent defined in paragraph 3.G. plus the Additional Rent defined
in paragraph 5.D.

L. Security Deposit. That amount paid by Tenant pursuant to paragraph 7.

<PAGE>

M. Sublet. Any transfer, sublet, assignment, license or concession agreement,
change of ownership, mortgage, or hypothecation of this Lease or the Tenant's
interest in the Lease or in and to all or a portion of the Premises.

N. Subrent. Any consideration of any kind received, or to be received, by Tenant
from a subtenant if such sums are related to Tenant's interest in this Lease or
in the Premises, including, but not limited to, bonus money and payments (in
excess of book value) for Tenant's assets including its trade fixtures,
equipment and other personal property, goodwill, general intangibles, and any
capital stock or other equity ownership of Tenant.

O. Subtenant. The person or entity with whom a Sublet agreement is proposed to
be or is made.

P. Tenant Improvements. Those certain improvements to the Premises to be
constructed by Landlord pursuant to EXHIBIT B.

Q. Tenant's Personal Property. Tenant's trade fixtures, furniture, equipment and
other personal property in the Premises.

R. Term. The term of this Lease set forth in paragraph 4.

4. Lease Term. The Term shall be a period of approximately eight (8) to ten (10)
years, commencing on the date (the "Commencement Date") that both the Building
Shell and the Tenant Improvements described in EXHIBIT B have been substantially
completed in accordance with their respective plans and specifications and the
building inspector for the City of Redwood City has signed off on the building
permits issued for such improvements. The actual Term of this Lease shall be
determined as follows: if the Term of this Lease commences in 1997, 1998 or
1999, the Term shall be ten (10) years. If the Term of this Lease commences in
2000, the Term shall be nine (9) years; and if the Term of this Lease commences
in 2001, the Term shall be eight (8) years. Upon establishment of the actual
Commencement Date, Landlord and Tenant shall execute a memorandum, in the form
set forth in EXHIBIT C, confirming the Commencement Date and the actual Term of
this Lease and stating the actual square footage of the Building based on the
measurements provided by Landlord's architect.

5.   Rent.

A. Monthly Rent. Tenant shall pay to Landlord, in lawful money of the United
States, for each calendar month of the Term, Monthly Rent in an amount to be
determined as set forth in paragraph 5.B., subject to adjustment as provided in
paragraph 5.C. below and paragraph 5 of the Work Letter Agreement. Monthly Rent
shall be paid in advance, on the first day of each calendar month, without
abatement, deduction, claim, offset, prior notice or demand, except that the
estimated Monthly Rent due for the first month of the Term shall be paid by
Tenant as provided in paragraph 2.C. Once the actual Monthly Rent has been
determined, the parties shall amend this Lease to set forth the Monthly Rent due
hereunder for the first twelve (12) months of the Term and if the actual Monthly
Rent exceeds the estimated Monthly Rent paid by Tenant for the first month of
the Term, Tenant shall pay the difference to Landlord together with the Monthly
Rent due for the second month of Term. If the actual Monthly Rent is less than
the estimated Monthly Rent paid by Tenant, the excess shall be credited against
the Monthly Rent due for the second month of the Term or, at Tenant's option,
reimbursed to Tenant by Landlord within ten (10) business days after
determination of the actual Monthly Rent. In addition to the Monthly

<PAGE>

Rent, Tenant shall pay Landlord monthly the management fee described in
paragraph 5.D. and the monthly cost of insurance premiums required pursuant to
paragraph 21.C.

B. Calculation of Monthly Rent. The Monthly Rent payable by Tenant hereunder for
the first twelve (12) months of the Term shall be calculated by applying a
fourteen percent (14%) return to the Total Development Cost for the Building.
For example, if the Total Development Cost were $90.00 per square foot, and the
area of the Building were 60,000 square feet, the Total Development Cost would
be $5,400,000.00. Applying a fourteen percent (14%) return to this amount would
result in an annual net rent of $756,000.00, payable in monthly installments of
$63,000 each. As used herein, the term "Total Development Cost" shall mean all
costs of construction for the Building Shell and the Tenant Improvements and all
indirect costs (including, but not limited to, architectural and engineering
fees and costs, governmental and permit fees, all financing costs including loan
fees, leasing commission, transaction costs and interest during construction,
and a five percent (5%) fee to Landlord as developer on development costs). The
Total Development Cost shall not include, however, Landlord's cost of acquiring
the land or the value of the land or any Tenant Improvement costs paid for with
the Additional Allowance described in paragraph 6(a) of the Work Letter
Agreement attached as EXHIBIT B.

C. Adjustments to Monthly Rent. The Monthly Rent shall bc adjusted ~q of the
first day of the 13th month of the Term and every twelve (12) months thereafter
(each, an "Adjustment Date") by the percentage increase in the Consumer Price
Index, All Urban Consumers, All Items, published by the U.S. Department of
Labor, Bureau of Labor Statistics for the San Francisco-Oakland-San Jose
Metropolitan Area (1982-84=100) (the "Index"). The Index published for the month
immediately preceding each Adjustment Date (the "Current Index") shall be
compared with the Index published for the month immediately preceding the
Commencement Date (the "Beginning Index"), to determine the percentage increase
in the Monthly Rent for the next twelve (12) months of the Term. The Monthly
Rent for any such period (the "Current Monthly Rent") shall be determined by
multiplying the Monthly Rent for the first twelve (12) months of the Term
("Initial Monthly Rent") by the ratio of the Current Index to the Beginning
Index; provided, however, that in no event shall the Monthly Rent for any year
increase by more than three percent (3%) over the Monthly Rent for the preceding
year (the "Previous Monthly Rent"). Thus, the Current Monthly Rent shall be
determined by the following calculations: Current Monthly Rent = Initial Monthly
Rent x (Current Index / Beginning Index) provided that Current Monthly Rent =
Previous Monthly Rent x 103%. If no Index is published for either of the months
set forth above, the Index for the next preceding month shall be used. If the
base of the Index is revised, the Index increases, if any, shall be calculated
with a common base year. If the Index is discontinued or revised, such other
governmental index with which it is replaced, with appropriate conversion
factors, shall be the basis of the adjustment.

D. Management Fee. Tenant shall pay to Landlord monthly, as Additional Rent, a
management fee equal to one percent (1%) of the Monthly Rent.

E. Additional Rent. All monies required to be paid by Tenant under this Lease,
including, without limitation, Real Property Taxes pursuant to paragraph 15,
insurance premiums pursuant to paragraph 21, the management fee pursuant to
paragraph 5.D., and any portion of the Additional Allowance utilized by Tenant
pursuant to paragraph 5 of the Work Letter Agreement, shall be deemed Additional
Rent.

<PAGE>

F. Prorations. If the Commencement Date is not the first (1st) day of a month,
or if the termination date of this Lease is not the last day of a month, a
prorated installment of Monthly Rent based on a 30-day month shall be paid for
the fractional month during which the Lease commences or terminates.

6.   Late Payment Charges.

Tenant acknowledges that late payment by Tenant to Landlord of Rent and other
charges provided for under this Lease will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of such costs being extremely
difficult or impracticable to fix. Therefore, if any installment of Rent or any
other charge due from Tenant is not received by Landlord within ten (10) days
after the date such Rent or other charge is due hereunder, Tenant shall pay to
Landlord an additional sum equal to five percent (5%) of the amount overdue as a
late charge for every month or portion thereof that the Rent or other charges
remain unpaid. The parties agree that this late charge represents a fair and
reasonable estimate of the costs that Landlord will incur by reason of the late
payment by Tenant.

Initials:

Tenant /s/ R. J. Jacquet

Landlord /s/ Michael A. Covarrubias

7.   Security Deposit.

Tenant shall deposit with Landlord an amount equal to twelve (12) months of the
estimated Monthly Rent (determined pursuant to paragraph 5.B.) as the Security
Deposit for the full and faithful performance of every provision of this Lease
to be performed by Tenant. Upon determination of the actual Monthly Rent, the
amount of the Security Deposit shall be increased or decreased, as appropriate,
to equal twelve (12) months of the actual Monthly Rent payable hereunder. If the
actual amount of the Security Deposit exceeds the estimated amount paid by
Tenant, the difference shall be paid by Tenant on or before the Commencement
Date. If, however, the actual amount of the Security Deposit is less than the
estimated amount paid by Tenant, the excess shall be refunded to Tenant on or
before the Commencement Date. At Tenant's option, the Security Deposit may be in
the form of an irrevocable standby letter of credit ("L-C"). At any time
following the commencement of the thirteenth (13th) month of the Term, the
Security Deposit shall be reduced to an amount equal to nine (9) months of the
then scheduled Monthly Rent (taking into account any increases in Monthly Rent
provided for in paragraph 5.C.) provided that Tenant is not then in default
under this Lease and all of the following conditions have been met for the two
(2) calendar years immediately prior to such date:

A. Tenant has posted two (2) consecutive calendar years of profit, as determined
by audited financial statements prepared by independent certified public
accountants.

B. Tenant's ratio of current assets to current liabilities is 1.5 or higher.

C. Tenant's earnings before interest expense, taxes, depreciation and total
amortization (EBITDA) as a percent of Tenant's revenues is fourteen percent
(14%) or higher. "Earnings" may include interest income and audited ongoing
royalty income (but shall exclude onetime royalty payments), and shall include
appropriate deductions for Imputed Rent.

<PAGE>

D. The ratio of Tenant's earnings before interest expense, taxes, depreciation
and total amortization (EBITDA) minus capital expenditures (free cash flow) to
Tenant's interest expense is 3.0 or higher. "Earnings" may include interest
income and audited ongoing royalty income (but shall exclude one-time royalty
payments), and shall include appropriate deductions for Imputed Rent. Capital
expenditures excludes the cost of tenant improvements and capital improvements
(less any Landlord reimbursements) made by Tenant under the Premises 1 Lease. A
sample calculation is attached as EXHIBIT D to this Lease.

At any time following the commencement of the twenty-fifth (25th) month of the
Term, if the Security Deposit has been previously reduced to nine (9) months of
the then scheduled Monthly Rent, then the Security Deposit shall be further
reduced to an amount equal to six (6) months of the then scheduled Monthly Rent
(taking into account any increases in Monthly Rent provided for in paragraph
S.C.) provided that Tenant is not then in default under this Lease and all of
the conditions set forth in items A., B., C., and D. above have been met for the
calendar year immediately prior to such date. At any time following the
commencement of the thirty-seventh (37th) month of the Term, if the Security
Deposit has been previously reduced to six (6) months of the then scheduled
Monthly Rent, the Security Deposit shall be further reduced to an amount equal
to five (5) months of the then scheduled Monthly Rent (taking into account any
increases in Monthly Rent provided for in paragraph 5.C.) provided that Tenant
is not then in default under this Lease and all of the conditions set forth in
items A., B., C., and D. above have been met for the calendar year immediately
prior to such date. At any time following the commencement of the forty-ninth
(49th) month of the Term, if the Security Deposit has been previously reduced to
five (5) months of the then scheduled Monthly Rent, the Security Deposit shall
be further reduced to an amount equal to four (4) months of the then scheduled
Monthly Rent (taking into account any increases in Monthly Rent provided for in
paragraph 5.C.) provided that Tenant is not then in default under this Lease and
all of the conditions set forth in items A., B., C., and D. above have been met
for the calendar year immediately prior to such date. When and if the Security
Deposit is reduced to an amount equal to four (4) months of the then scheduled
Monthly Rent, the Security Deposit held by Landlord shall remain at that amount
for the balance of the Term.

The reduced Security Deposit shall be paid by Tenant in cash or in the form of
an L-C. The balance of any cash deposit then held by Landlord shall be returned
to Tenant within ten (10) business days after notice to Landlord of Tenant's
election.

If Tenant defaults with respect to any provision of this Lease, after the
expiration of any applicable cure or grace periods expressly provided in this
Lease, Landlord may apply all or any part of the Security Deposit for the
payment of any rent or other sum in default, the repair of such damage to the
Premises or the payment of any other amount which Landlord may spend or become
obligated to spend by reason of Tenant's default or to compensate Landlord for
any other loss or damage which Landlord may suffer by reason of Tenant's default
to the full extent permitted by law. If any portion of a cash Security Deposit
is so applied, or any portion of an L-C posted as the Security Deposit, as
applicable, is drawn by Landlord for such purposes, Tenant shall, within ten
(10) business days after written demand therefor, either deposit cash with
Landlord in an amount sufficient to restore the Security Deposit to its original
amount or deposit a replacement L-C with Landlord in the amount of the original
L-C. If Tenant is not otherwise in default, the Security Deposit or

<PAGE>

any balance thereof shall be returned to Tenant within thirty (30) days of
termination of the Lease.

If at any time Tenant elects to deposit an L-C as the Security Deposit, the L-C
shall be issued by a bank mutually acceptable to Landlord and Tenant, shall be
issued for a term of at least twelve (12) months, and shall be substantially in
the form attached as EMIIBIT E. At the end of each twelve (12) month term of the
L-C, Tenant shall either replace the expiring L-C with an L- C in an amount
equal to the original L-C or renew the expiring L-C, in any event no later than
thirty (30) days prior to the expiration of the term of the L-C. If Tenant fails
to deposit a replacement L-C or renew the expiring L-C, Landlord shall have the
right to draw upon the expiring L-C for the full amount thereof. Drawing upon
the L-C shall be conditioned only upon the presentation to the issuer of the L-C
of a certified statement executed by a general partner of Landlord that (i)
Tenant is in default under the Lease and Landlord is exercising its right to
draw upon so much of the L-C as is necessary to cure Tenant's default, or (ii)
Tenant has not renewed or replaced an expiring L-C as required by this Lease and
Landlord is authorized to draw upon the L-C prior to its expiration. The L-C
shall not be mortgaged, assigned or encumbered in any manner whatsoever by
Tenant without the prior written consent of Landlord. The use, application or
retention of the L-C, or any portion thereof, by Landlord shall not prevent
Landlord from exercising any other right or remedy provided by this Lease or by
law, it being intended that Landlord shall not first be required to proceed
against the L-C, and such use, application or retention shall not operate as a
limitation on any recovery to which Landlord may otherwise be entitled.

8.   Holding Over.

If Tenant remains in possession of all or any part of the Premises after the
expiration of the Term, with the express or implied consent of Landlord, such
tenancy shall be month-to-month only and shall not constitute a renewal or
extension for any further term. If Tenant remains in possession either with or
without Landlord's consent, Monthly Rent shall be increased to an amount equal
to one hundred twenty-five percent (125%) of the Monthly Rent payable during the
last month of the Term, and any other sums due under this Lease shall be payable
in the amount and at the times specified in this Lease. Such month-to-month
tenancy shall be subject to every other term, condition, and covenant contained
herein.

9.   Tenant Improvements.

Landlord agrees to construct the Tenant Improvements pursuant to the terms of
EXHIBIT B.

10. Condition of Premises. Within ten (10) days after completion of the Tenant
Improvements, Tenant shall conduct a walk-through inspection of the Premises
with Landlord and complete a punch-list of items needing additional work by
Landlord. Other than the items specified in the punch-list, if any, by taking
possession of the Premises, Tenant shall be deemed to have accepted the Premises
in good, clean and completed condition and repair, subject to all applicable
laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-
in shall be repaired or corrected by Tenant, at its expense. Tenant acknowledges
that neither Landlord nor its Agents have made any representations or warranties
as to the suitability or fitness of the Premises for the conduct of Tenant's
business or for any other purpose, nor has Landlord or its Agents agreed to
undertake any Alterations or construct any Tenant

<PAGE>

Improvements to the Premises except as expressly provided in this Lease. If
Tenant fails to submit a punch-list to Landlord within such 10-day period, it
shall be deemed that there are no Tenant Improvement items needing additional
work or repair. Landlord's contractor shall complete all reasonable punch-list
items within thirty (30) days after the walk-through inspection or as soon as
practicable thereafter. Upon completion of such punch-list items, Tenant shall
approve such completed items in writing to Landlord. If Tenant fails to approve
such items within fourteen (14) days of completion, such items shall be deemed
approved by Tenant.

11.  Use of the Premises.

A. Tenant's Use. Tenant shall use the Premises only for general office, research
and development, light manufacturing, storage, distribution and marketing and
any other use permitted by applicable laws. Tenant shall not use the Premises or
suffer or permit anything to be done in or about the Premises which will in any
way conflict with any law, statute, zoning restriction, ordinance or
governmental law, rule, regulation or requirement of public authorities now in
force or which may hereafter be in force, relating to or affecting the
condition, use or occupancy of the Premises. Tenant shall not commit any public
or private nuisance or any other act or thing which might or would disturb the
quiet enjoyment of any other tenant of Landlord or any occupant of nearby
property. Tenant shall place no loads upon the floors, walls or ceilings in
excess of the maximum designed load determined by a licensed structural engineer
or which endanger the structure; nor place any harmful liquids in the drainage
systems; nor dump or store waste materials or refuse or allow such to remain
outside the Building proper, except in the enclosed trash areas provided. Tenant
shall not store or permit to be stored or otherwise place any other material of
any nature whatsoever outside the Building, except on a temporary basis.

B.   Hazardous Materials.

(i) Tenant, at its sole cost, shall comply with all laws relating to the
storage, use and disposal of Hazardous Materials (as defined below). If, during
the Term of this Lease, Tenant does store, use or dispose of any Hazardous
Materials, Tenant shall provide Landlord with a copy of any Hazardous Materials
data sheets, hazardous materials management plans ("HMMP"), or other reports or
documentation relating to Hazardous Materials that Tenant is required to file
with the Redwood City Fire Department or any other governmental agency, if
applicable. Such information shall be provided to Landlord (A) within ten (10)
days after Lease execution with respect to any Hazardous Materials that are
currently used, stored or disposed of by Tenant in, on or from the Premises, and
(B) promptly following submission of any such HMMP's or other reports or
documentation to the applicable governmental agency (but in no event later than
five (5) business days after the date of such submission) with respect to any
Hazardous Materials first used, stored or disposed of by Tenant in, on or from
the Premises after the date of this Lease. Additionally, Tenant shall deliver to
Landlord upon Lease execution a comprehensive listing of all Hazardous Materials
currently used, stored or disposed of by Tenant in, on or from the Premises
("Hazardous Materials List"). Tenant shall provide an updated Hazardous
Materials List to Landlord quarterly throughout the Term of this Lease and at
other times within ten (10) business days after Landlord's written request
therefor if a current Hazardous Materials List is required by Landlord's lender
or a prospective lender.

<PAGE>

(ii) Notwithstanding anything to the contrary contained in the Purchase and Sale
Agreement between Landlord and Tenant for the purchase of the Project by
Landlord, Tenant shall be solely responsible for and shall defend, indemnify and
hold Landlord and its Agents harmless from and against any and all liabilities,
claims, demands, damages and expenses of any kind or nature, including
reasonable attorneys' fees and costs, resulting from, or arising out of, any
Hazardous Materials used, stored, released or disposed of in, on or about the
Premises by Tenant, its agents, employees, contractors, invitees or subtenants
during the Term of this Lease, including without limitation, any action,
proceeding, claim, demand, suit or proceeding by any governmental agency,
quasi-governmental agency or third party (including, without limitation,
penalties, fines, clean-up costs, mitigation costs and liens) arising from the
use, storage, release or disposal of any such Hazardous Materials in, on or
about the Premises by Tenant, its agents, employees, contractors, invitees or
subtenants. Tenant shall promptly give Landlord written notice of (A) any
release or suspected release of any Hn7~rdous Materials in, on, under or
adjacent to the Premises of which Tenant has actual knowledge and that Tenant is
required to report to Landlord or any governmental or regulatory agency under
applicable laws, and/or (B) any investigation, claim, demand, lawsuit or other
action by any governmental or regulatory agency or private party involving the
presence or suspected presence of any Hazardous Materials in, on, under or
adjacent to the Premises of which Tenant has actual knowledge. Tenant's
obligations hereunder shall survive the termination of this Lease.

(iii) Tenant's indemnity obligations under paragraph 1l.B.(ii) are subject to
the following conditions: (A) Tenant is promptly notified in writing of any such
claim(s); (B) Tenant shall have the right to manage the defense of such claim(s)
and any settlement negotiations, provided, however, that Tenant shall keep
Landlord apprised, on a monthly basis, of the status of any such claims and/or
settlement negotiations, and no action may be taken by Tenant which may
materially and adversely affect Landlord's rights or obligations without
Landlord's consent; (C) Landlord shall cooperate with Tenant in the defense
and/or settlement of such claim(s); and (D) subject to the provisions set forth
in paragraph 1l.B.(iv), Tenant shall have the right to direct and manage the
removal, clean-up and/or remediation (collectively, "Remediation",) of any
Hazardous Materials which may be required under paragraph ll.B.(ii) so long as
Tenant is not in default hereunder at the time such Remediation is required and
so long as such Remediation is conducted by Tenant in accordance with all
applicable laws and governmental regulations. Notwithstanding the foregoing,
Landlord shall have the right, in its sole discretion, but without being
required to do so, to defend, adjust, settle or compromise any claim,
obligation, debt, demand, suit or judgment naming Landlord as a defendant or
potentially responsible party arising out of or in connection with the matters
covered by Tenant's indemnity and, in such event, Tenant shall reimburse
Landlord for all reasonable charges and expenses incurred by Landlord in
connection therewith, including reasonable attorneys' fees; provided, however,
that Landlord shall not undertake any unilateral action or settlement so long as
Tenant or an insurance company, at its or their sole expense, is contesting in
good faith, diligently and with continuity such claim, action, obligation,
demand or suit, and so long as such claim, action, obligation, demand or suit
does not have or threaten to have a material adverse impact on Landlord's
assets, reputation or business affairs and does not, in the reasonable judgment
of the holder of any deed of trust recorded against the Premises, impair or
threaten to impair the value of the security given by Landlord to the holder
under such deed of trust. Tenant acknowledges that the holder of any deed of
trust recorded against the Premises shall have the right, but not the

<PAGE>

obligation, to join and participate in any legal proceedings or actions
initiated in connection with any claims covered by Tenant's indemnity if the
holder of such deed of trust has a reasonable basis to believe that its security
under the deed of trust is or might be impaired by such claims or if Landlord is
in default under the terms of the deed of trust.

(iv) Tenant shall not commence any Remediation of any Hazardous Materials
pursuant to paragraph 1l.B.(ii) unless and until (A) Landlord has reasonably
approved the environmental consultant and/or engineering firm that will be
engaged to assess the nature and extent of the Hazardous Materials that are
present and to complete the Remediation of such Hazardous Materials; (B)
Landlord has reasonably approved the scope of work and the proposed methods and
timing for completing such Remediation of such Hazardous Materials; and (C)
Tenant has provided Landlord with documentary evidence that the governmental
agency(ies) with jurisdiction over such matter has/have approved Tenant's
proposed plan for Remediation of such Hazardous Materials. If Landlord fails to
notify Tenant of Landlord's approval or disapproval of Tenant's environmental
consultant and/or engineering firm or Tenant's proposed scope of work and
proposed methods for completing any Remediation, within thirty (30) days after
Landlord's receipt of the above-specified information, Landlord's approval shall
be deemed given. Tenant shall complete such Remediation in a diligent manner, in
compliance with all applicable laws (including any order issued for such
Remediation) and in accordance with applicable governmental standards for such
Remediation. Upon completion of such removal, clean-up or other remediation,
Tenant shall provide Landlord with a copies of any documentation obtained from
any governmental agency(ies) indicating that the required Remediation was
completed and accepted by such agency(ies).

(v) Landlord and Landlord's designated consultants and, in the event of any
default by Landlord under any deed of trust recorded against the Premises, the
holder of such deed of trust and its designated consultants, shall have the
right to enter the Premises at any time in the case of an emergency, and
otherwise at reasonable times with reasonable notice and with reasonable
frequency, for the purpose of verifying compliance by Tenant with all applicable
laws relating to the storage, use or disposal of Hazardous Materials and, in
connection therewith, Landlord or the holder of such deed of trust shall be
entitled to employ experts and/or consultants, at such party's sole expense, to
advise such party with respect to Tenant's installation, operation, use,
monitoring, maintenance, or removal of any Hazardous Materials in, on or from
the Premises. Any parties entering the Premises to verify such compliance by
Tenant as permitted herein shall, at Tenant's request, first execute and deliver
to Tenant a confidentiality agreement substantially in the form attached as
EXHIBTT F. If at any time Landlord obtains a phase I environmental site
assessment of the Premises or the Property which discloses the presence or
possible presence of Hazardous Materials in, on, under or adjacent to the
Premises or the Property, and the report generated by the environmental
consultant as a result of such site assessment recommends that further testing
be conducted on the Premises and/or the Property, including invasive testing of
the soil and groundwater, to determine the nature, location and extent of such
Hazardous Materials, Landlord may cause testing and/or monitoring wells to be
installed on or about the Outside Area and may cause the soil and/or ground
water to be tested to detect the presence of Hazardous Materials by the use of
such tests as are then customarily used for such purposes, provided that
Landlord shall use diligent efforts to minimize any inconvenience or disruption
to Tenant's business in connection with such installation and testing. The cost
of installing, operating and removing any such wells shall be paid by the party
requesting the same unless Tenant is liable for such costs pursuant to

<PAGE>

the terms of Tenant's indemnity under paragraph ll.B.(ii). Landlord shall
provide Tenant with a copy of any final report generated for Landlord by an
environmental consultant in connection with the Premises or the Property.
Landlord may, however, require Tenant to execute a reasonable confidentiality
agreement prior to delivering copies of any such report to Tenant.

(vi) If at any time Landlord determines that Tenant is not in compliance with
any laws relating to the storage, use or disposal of Hazardous Materials,
Landlord shall notify Tenant in writing of the specific laws and the provisions
thereof which Landlord believes Tenant has violated. Except in the event of any
emergency, in which event Tenant shall promptly take appropriate action to
correct any violation(s), Tenant shall have thirty (30) days after Landlord's
notice to correct any such violation(s); provided, however, that if Tenant or
Tenant's environmental consultant disagrees with Landlord's determination that a
violation has occurred, Landlord and Tenant shall promptly select an independent
environmental consultant or environmental attorney mutually acceptable to
Landlord and Tenant to review the alleged violation and the determination of
such consultant or attorney shall be binding upon Landlord and Tenant. The cost
of such consultant or attorney's services shall be shared equally by Landlord
and Tenant. If Landlord and Tenant fail to agree on the independent consultant
to be selected for such purposes, the consultant shall be selected in accordance
with the Commercial Arbitration Rules of the American Arbitration Association.
Landlord agrees that Landlord shall not notify any governmental or regulatory
agency of any violation by Tenant of any laws relating to the use, storage or
disposal of Hazardous Materials unless (A) Landlord has first notified Tenant in
writing of such violation, and (B)Tenant has failed to notify the appropriate
governmental or regulatory agency(ies) to the extent required by applicable laws
and to provide Landlord with a copy of any such notice(s).

(vii) For the purposes of this Lease, the term "Hazardous Materials" shall mean
any substance, material or waste which is or becomes regulated by any local
government authority, the State of California, or the United States Government,
including, but not limited to, any material or substance which is (a) petroleum,
(b) asbestos, (c), polychlorinated biphenyls, (d) designated as a "hazardous
substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. 1251 et
seq. (33 U.S.C. 1321) or listed pursuant to Section 307 of the Clean Water Act
(33 U.S.C. 1317), (e) defined as a "hazardous waste" pursuant to Section 1004 of
the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq. (42 U.S.C.
6903), or (f) defined as a "hazardous substance" pursuant to Section 101 of the
Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C.
9601 et seq. (42 U.S.C. 9601). Nothing contained in this paragraph 11.B. shall
be deemed to require Tenant to comply with any Hazardous Materials requirements
or standards that are stricter than those imposed by applicable governmental or
regulatory agencies.

12.  Quiet Enjoyment.

Landlord covenants that Tenant, upon performing the terms, conditions and
covenants of this Lease, shall have quiet and peaceful possession of the
Premises as against any person claiming the same by, through or under Landlord.

13.  Alterations.

After the Commencement Date, Tenant shall not make or permit any Alterations in,
on or about the Premises, without the prior written consent of Landlord, which
consent shall not be unreasonably withheld; provided, however, that

<PAGE>

Landlord's consent shall not be required for any nonstructural Alterations that
do not exceed Twenty-Five Thousand and no/lOOths Dollars ($25,000.00) in cost.
In no event, however, shall Tenant make any: (i) Alterations to the exterior of
the Building; (ii) Alterations to and penetrations of the roof of the Building;
or (iii) Alterations visible from outside the Building without the prior written
consent of Landlord, to which Landlord may withhold Landlord's consent on wholly
aesthetic grounds.

All Alterations shall be installed at Tenant's sole expense, in compliance with
all applicable laws, by a licensed contractor, shall be done in a good and
workmanlike manner conforming in quality and design with the Premises existing
as of the Commencement Date, and shall not diminish the value of either the
Building or the Premises. All Alterations made by Tenant shall be and become the
property of Landlord upon installation and shall not be deemed Tenant's Personal
Property; provided, however, that Landlord shall notify Tenant upon Landlord's
consent to such Alterations by Landlord (or if Landlord's consent is not
required, upon written request by Tenant) whether Tenant will be required to
remove, at Tenant's expense, such Alterations from the Premises at the
expiration or sooner termination of this Lease and to return the Premises to
their condition as of the Commencement Date of this Lease, normal wear and tear
excepted and subject to the provisions of paragraph 23. Notwithstanding any
other provision of this Lease, Tenant shall be solely responsible for the
maintenance and repair of any and all Alterations made by it to the Premises.
Tenant shall give Landlord written notice of Tenant's intention to perform work
on the Premises at least ten (10) days prior to the commencement of such work to
enable Landlord to post and record a Notice of Nonresponsibility or other notice
deemed proper before the commencement of any such work.

14.  Surrender of the Premises.

Upon the expiration or earlier termination of the Term, Tenant shall surrender
the Premises to Landlord in its condition existing as of the Commencement Date,
normal wear and tear and fire or other casualty excepted, with all interior
walls repaired if damaged, all broken, marred or nonconforming acoustical
ceiling tiles replaced, all windows washed, the plumbing and electrical systems
and lighting in good order and repair, including replacement of any burned out
or broken light bulb or ballasts, the HVAC equipment serviced and repaired by a
reputable and licensed service firm, and all floors cleaned, all to the
reasonable satisfaction of Landlord. Tenant shall remove from the Premises all
of Tenant's Alterations required to be removed pursuant to paragraph 13, and all
Tenant's Personal Property, and repair any damage and perform any restoration
work caused by such removal. If Tenant fails to remove such Alterations and
Tenant's Personal Property, and such failure continues after the termination of
this Lease, Landlord may retain such Property and all rights of Tenant with
respect to it shall cease, or Landlord may place all or any portion of such
Property in public storage for Tenant's account. Tenant shall be liable to
Landlord for costs of removal of any such Alterations and Tenant's Personal
Property and storage and transportation costs of same, and the cost of repairing
and restoring the Premises, together with interest at the Interest Rate from the
date of expenditure by Landlord. If the Premises are not so surrendered at the
termination of this Lease, Tenant shall indemnify Landlord and its Agents
against all loss or liability, including reasonable attorneys' fees and costs,
resulting from delay by Tenant in so surrendering the Premises.

Normal wear and tear, for the purposes of this Lease, shall be construed to mean
wear and tear caused to the Premises by a natural aging process which occurs in
spite of prudent application of the best standards for maintenance,

<PAGE>

repair and janitorial practices. It is not intended, nor shall it be construed,
to include items of neglected or deferred maintenance which would have or should
have been attended to during the Term of the Lease if the best standards had
been applied to properly maintain and keep the Premises at all times in good
condition and repair.

15.  Real Property Taxes.

A. Payment by Tenant. On or before April 10 and December 10 of each year of the
Term, Tenant shall pay directly to the San Mateo County assessor Tenant's
percentage of the Real Property Taxes for the Property as set forth on the
assessor's tax bill for the Property, which percentage shall be determined by
dividing the area of the Building by the total area of the Building plus the
buildings at 1228 Douglas Avenue, 1250 Douglas Avenue, and 550 Broadway and
multiplying the result by 100. Promptly following payment of the Real Property
Taxes, Tenant shall provide Landlord with copies of paid receipts or other
documentary evidence that the Real Property Taxes have been paid by Tenant. If
Tenant fails to pay the Real Property Taxes on or before April 10 and December
10, respectively, Tenant shall pay to Landlord any penalty incurred by such late
payment. In addition, Tenant shall pay any Real Property Tax not included within
the county tax assessor's tax bill within ten (l0) days after being billed for
same by Landlord. The foregoing dates are based on the dates established by the
county as the dates on which Real Property Taxes become delinquent if not paid.
If such delinquency dates change, the dates on which Tenant must pay the Real
Property Taxes for the Property shall be at least ten (10) days prior to the
delinquency dates. Assessments, taxes, fees, levies and charges may be imposed
by governmental agencies for such purposes as fire protection, street, sidewalk,
road, utility construction and maintenance, refuse removal and for other
governmental services which may formerly have been provided without charge to
property owners or occupants. It is the intention of the parties that all new
and increased assessments, taxes, fees, levies and charges are to be included
within the definition of Real Property Taxes for purposes of this Lease.
Notwithstanding the foregoing to the contrary, Tenant shall not be liable for
any increase in Real Property Taxes resulting from a reassessment of the
Premises or the Property in connection with the sale or transfer of the Property
in the following instances: (i) the sale or transfer occurs during the first
five (5) years of the Term and a prior sale or transfer of the Premises or the
Property (causing an increase in Real Property Taxes) has occurred during such
five (5) year period; or (ii) the sale or transfer occurs during the sixth (6th)
through tenth (lOth) years of the Term. Tenant shall, however, be liable for any
increase in Real Property Taxes resulting from a reassessment of the Premises or
the Property in connection with the first sale or transfer of the Premises or
the Property that occurs during the first five (5) years of the Term. For
purposes of this paragraph 15, the "first sale or transfer of the Premises or
the Property" shall not include the sale of the Project by Tenant to Landlord.

B. Taxes on Tenant Improvements and Personal Property. Tenant shall pay any
increase in Real Property Taxes resulting from any and all Alterations and
Tenant Improvements of any kind whatsoever placed in, on or about the Premises
for the benefit of, at the request of, or by Tenant. Tenant shall pay prior to
delinquency all taxes assessed or levied against Tenant's Personal Property in,
on or about the Premises. When possible, Tenant shall cause its Personal
Property to be assessed and billed separately from the real or Personal Property
of Landlord.

<PAGE>

C. Proration. Tenant's liability to pay Real Property Taxes shall be prorated on
the basis of a 365-day year to account for any fractional portion of a fiscal
tax year included at the commencement or expiration of the Term. With respect to
any assessments which may be levied against or upon the Property, or which under
the laws then in force may be evidenced by improvements or other bonds or may be
paid in annual installments, only the amount of such annual installment (with
appropriate proration for any partial year) and interest due thereon shall be
included within the computation of the annual Real Property Taxes levied against
the Premises.

16.  Utilities and Services.

Tenant shall be responsible for and shall pay promptly all charges for water,
gas, electricity, telephone, refuse pick-up, janitorial service and all other
utilities, materials and services furnished directly to or used by Tenant in, on
or about the Premises during the Term, together with any taxes thereon. Landlord
shall not be liable in damages or otherwise for any failure or interruption of
any utility service or other service furnished to the Premises, except that
resulting from the negligence or willful misconduct of Landlord.

17.  Repair and Maintenance.

A. Landlord's Obligations. Landlord shall keep in good order, condition and
repair the structural parts of the Building, which structural parts include only
the foundation, subflooring, exterior walls (excluding the interior of all walls
and the exterior and interior of all windows, doors, ceilings, and plateglass),
and the roof structure of the Building, except for any damage thereto caused by
the negligence or willful acts or omissions of Tenant or of Tenant's agents,
employees or invitees, or by reason of the failure of Tenant to perform or
comply with any terms of this Lease, or caused by Alterations made by Tenant or
by Tenant's agents, employees or contractors. It is an express condition
precedent to all obligations of Landlord to repair and maintain that Tenant
shall have notified Landlord of the need for such repairs or maintenance. Tenant
waives the provisions of Sections 1941 and 1942 of the California Civil Code and
any similar or successor law regarding Tenant's right to make repairs and deduct
the expenses of such repairs from the Rent due under this Lease.

B. Tenant's Obligations. Tenant shall at all times and at its own expense clean,
keep and maintain in good order, condition and repair every part of the Premises
which is not within Landlord's obligation pursuant to paragraph 17.A. Tenant's
repair and maintenance obligations shall include the roof membrane, all plumbing
and sewage facilities within the Premises, fixtures, interior walls and ceiling,
floors, windows, doors, entrances, plate glass, showcases, skylights, all
electrical facilities and equipment, including fixtures, lamps, fans and any
exhaust equipment and systems, all mechanical and HVAC systems, any automatic
fire extinguisher equipment within the Building, electrical motors and all other
appliances and equipment of every kind and nature located in, upon or about the
Building or the Premises. Tenant shall also maintain the landscaping, parking
lots, exterior lighting, signage, and any other facilities located within the
boundaries of the Premises (collectively, the "Outside Area") in good order,
condition and repair, consistent with the reasonable maintenance standards
established by Landlord for the balance of the Project. If at any time Landlord
determines that Tenant's repair and maintenance of the Outside Area is not
consistent with the reasonable maintenance standards established by Landlord for
the balance of the Project, Landlord shall notify Tenant in writing of any such
deficiencies. If Tenant fails to cure such

<PAGE>

deficiencies within thirty (30) days after receipt of Landlord's notice,
Landlord shall have the right, on thirty (30) days' written notice to Tenant, to
assume responsibility for maintenance and repair of the Outside Area. In such
event, Tenant shall reimburse Landlord monthly, as Additional Rent, for the
costs incurred by Landlord to maintain and repair the Outside Area. Tenant shall
also be responsible for all pest control within the Premises. Tenant shall
maintain the HVAC systems in accordance with manufacturer recommendations, which
shall include replacement of filters, oiling and lubricating of machinery, parts
replacement, adjustment of drive belts, oil changes and other preventive
maintenance, including annual maintenance of duct work, interior unit drains and
caulking at sheet metal, and recaulking of jacks and vents on an annual basis.
At Tenant's option, Tenant may either obtain HVAC systems preventive maintenance
contracts for such purpose, or utilize Tenant's facilities maintenance personnel
to maintain the HVAC systems provided that Tenant can demonstrate to Landlord's
reasonable satisfaction that any facilities maintenance personnel designated for
such maintenance have sufficient experience to properly maintain the HVAC system
in good operating condition and repair. In either event, Tenant shall have the
benefit of all warranties available to Landlord regarding the equipment in such
HVAC systems. If Tenant elects to maintain the HVAC systems through a preventive
maintenance contract, Tenant shall provide Landlord with copies of all HVAC
maintenance reports on a quarterly basis, including copies of contractor
recommendations for repairs and/or replacements. If any reasonable repairs
and/or replacements are recommended by the contractor, Tenant shall perform such
repairs and/or replacements and shall provide Landlord with evidence that such
repairs and/or replacements have been completed in accordance with the
contractor's recommendations. If, however, Tenant elects to utilize its
facilities maintenance personnel to maintain the HVAC system, Landlord may, at
Landlord's election, have the HVAC systems inspected by a licensed HVAC
contractor on an annual basis to confirm whether Tenant has maintained the HVAC
systems as required herein. The cost of any such annual inspections shall be
paid by Tenant within thirty (30) days after receipt of an invoice from
Landlord. The HVAC contractor engaged for such purpose shall be selected by
Landlord after receiving competitive bids from at least three (3) licensed HVAC
contractors acceptable to Landlord and Tenant.

C. Compliance with Governmental Regulations. Tenant shall, at its cost, comply
with, including the making by Tenant of any Alterations to the Premises, all
present and future regulations, rules, laws, ordinances, and requirements of all
governmental authorities (including, without limitation state, municipal, county
and federal governments and their departments, bureaus, boards and officials)
arising from Tenant's use or occupancy of the Premises or Tenant's enjoyment of
the Premises. Notwithstanding the foregoing, Landlord, and not Tenant, shall be
obligated to make any Alterations to the structural parts of the Buildings
maintained by Landlord pursuant to paragraph 17.A. that are required to comply
with any present and future regulations, rules, laws, ordinances, and
governmental requirements unless such Alterations to the structural parts of the
Building are required solely as a result of any other Alterations to the
Building made by Tenant during the Term of this Lease, in which case Tenant
shall reimburse Landlord for the cost of any such Alterations to the structural
parts of the Building that are required to comply with regulations, rules, laws,
ordinances and governmental requirements.

18.  Liens.

Tenant shall keep the Building and the Premises free from any liens arising out
of any work performed, materials furnished or obligations incurred by or on

<PAGE>

behalf of Tenant and hereby indemnifies and holds Landlord and its Agents
harmless from all liability and cost, including attorneys' fees and costs, in
connection with or arising out of any such lien or claim of lien. Tenant shall
cause any such lien imposed to be released of record by payment or posting of a
proper bond reasonably acceptable to Landlord within ten (10) days after written
request by Landlord. Tenant shall give Landlord written notice of Tenant's
intention to perform work on the Premises which might result in any claim of
lien at least ten (10) days prior to the commencement of such work to enable
Landlord to post and record a Notice of Nonresponsibility. If Tenant fails to so
remove any such lien within the prescribed ten 10-day period, then Landlord may
do so at Tenant's expense and Tenant shall reimburse Landlord for such amounts
upon demand. Such reimbursement shall include all costs incurred by Landlord
including Landlord's reasonable attorney's fees with interest thereon at the
Interest Rate.

19.  Landlord's Right to Enter the Premises.

Tenant shall permit Landlord and its Agents to enter the Premises, including the
Building, at all reasonable times with reasonable notice, except for emergencies
in which case no notice shall be required, to inspect the same, to post Notices
of Nonresponsibility and similar notices, and real estate "For Sale" signs, to
show the Premises to interested parties such as prospective lenders and
purchasers, to make necessary repairs, to discharge Tenant's obligations
hereunder when Tenant has failed to do so within a reasonable time after written
notice from Landlord, and at any reasonable time within one hundred and eighty
(180) days prior to the expiration of the Term, to place upon the Building and
the Outside Area ordinary "For Lease" signs and to show the Premises to
prospective tenants. The above rights are subject to reasonable security
regulations of Tenant, and to the requirement that Landlord shall at all times
act in a manner to cause the least possible interference with Tenant's business.

20.  Signs.

Subject to Tenant obtaining all necessary approvals from the City of Redwood
City and subject to Landlord's review and approval of plans and specifications
for any proposed signage, which approval shall not be unreasonably withheld,
Tenant shall have the right to install Tenant identification signage on the
exterior of the Building. Tenant shall not install any Tenant identification
sign in any other location in, on or about the Premises or the Property without
Landlord's prior written consent, and shall not display or erect any other
Tenant identification sign, display or other advertising material that is
visible from the exterior of the Building. Notwithstanding the foregoing, Tenant
shall be permitted to install directional signs on the Premises, subject to
Landlord's approval of the size, design and location of such signs, which
approval shall not be unreasonably withheld. Any changes to the size, design,
color or other physical aspects of Tenant's identification sign (s) shall be
subject to the Landlord's prior written approval, which shall not be
unreasonably withheld. The cost of Tenant's sign(s), and their installation,
maintenance and removal shall be Tenant's sole expense. If Tenant fails to
maintain its sign(s), or, if Tenant fails to remove its sign(s) upon termination
of this Lease, Landlord may do so at Tenant's expense and Tenant's reimbursement
to Landlord for such amounts shall be deemed Additional Rent.

21.  Insurance.

A.   Indemnification.

<PAGE>

(i) Tenant hereby agrees to defend, indemnify and hold harmless Landlord and its
Agents from and against any and all damage, loss, liability or expense including
reasonable attorneys' fees and legal costs suffered directly or by reason of any
claim, suit or judgment brought by or in favor of any person or persons for
damage, loss or expense due to, but not limited to, bodily injury and property
damage sustained by such person or persons which arises out of, is occasioned by
or in any way attributable to the use or occupancy of the Premises or any part
thereof and adjacent areas by Tenant, the acs or omissions of the Tenant, its
agents, employees or any contractors brought onto the Premises by Tenant, except
to the extent caused by the negligence or willful misconduct of Landlord or its
Agents. Tenant agrees that the obligations assumed herein shall survive this
Lease. Tenant's obligations under this paragraph 21.A.(i) are subject to the
following conditions: (i) Tenant is promptly notified in writing of any such
claim(s); (ii) Tenant shall have the right to control the defense of such
claim(s) and any settlement negotiations, provided, however, that no action may
be taken by Tenant which may materially and adversely affect Landlord's rights
or obligations without Landlord's consent; and (iii) Landlord shall cooperate
with Tenant in the defense and/or settlement of such claim(s). Notwithstanding
the foregoing, Landlord shall have the right, in its sole discretion, but
without being required to do so, to defend, adjust, settle or compromise any
claim, obligation, debt, demand, suit or judgment against Landlord arising out
of or in connection with the matters covered by the foregoing indemnity and, in
such event, Tenant shall reimburse Landlord for all reasonable charges and
expenses incurred by Landlord in connection therewith, including reasonable
attorneys' fees; provided, however, that Landlord shall not undertake any
unilateral action or settlement so long as Tenant or an insurance company, at
its or their sole expense, is contesting in good faith, diligently and with
continuity such claim, action, obligation, demand or suit, and so long as such
claim, action, obligation, demand or suit does not have or threaten to have a
material adverse impact on Landlord's assets, reputation or business affairs.

(ii) Landlord hereby agrees to defend, indemnify and hold harmless Tenant from
and against any and all damage, loss, liability or expense, including reasonable
attorneys' fees and legal costs, suffered directly or by reason of any claim,
suit or judgment brought by or in favor of any person or persons for damage,
loss or expense due to, but not limited to, bodily injury and property damage
sustained by such person or persons which arises out of, is occasioned by or in
any way attributable to the acts or omissions of Landlord, its Agents, or any
contractors brought onto the Premises by Landlord, except to the extent caused
by the negligence or willful misconduct of Tenant, its agents, employees or
contractors. Landlord agrees that the obligations assumed herein shall survive
this Lease. Landlord's obligations under this paragraph 21.A.(ii) are subject to
the following conditions: (i) Landlord is promptly notified in writing of any
such claim(s); (ii) Landlord shall have the right to control the defense of such
claim(s) and any settlement negotiations, provided, however, that no action may
be taken by Landlord which may materially and adversely affect Tenant's rights
or obligations without Tenant's consent; and (iii) Tenant shall cooperate with
Landlord in the defense and/or settlement of such claim(s). Notwithstanding the
foregoing, Tenant shall have the right, in its sole discretion, but without
being required to do so, to defend, adjust, settle or compromise any claim,
obligation, debt, demand, suit or judgment against Landlord arising out of or in
connection with the matters covered by the foregoing indemnity and, in such
event, Landlord shall reimburse Tenant for all reasonable charges and expenses
incurred by Tenant in connection therewith, including reasonable attorneys'
fees; provided, however, that Tenant shall not

<PAGE>

undertake any unilateral action or settlement so long as Landlord or an
insurance company, at its or their sole expense, is contesting in good faith,
diligently and with continuity such claim, action, obligation, demand or suit,
and so long as such claim, action, obligation, demand or suit does not have or
threaten to have a material adverse impact on Tenant's assets, reputation or
business affairs.

B. Tenant's Insurance. Tenant agrees to maintain in full force and effect at all
times during the Term, at its own expense, for the protection of Tenant and
Landlord, as their interests may appear, policies of insurance which afford the
following coverages:

(i) Commercial general liability insurance in an amount not less than Three
Million and no/lOOths Dollars ($3,000,000.00) combined single limit for both
bodily injury and property damage which includes blanket contractual liability
broad form property damage, personal injury, completed operations, products
liability, and fire damage legal (in an amount not less than Twenty-Five
Thousand and no/lOOths Dollars ($25,000.00)), which policy shall name Landlord
and its Agents as additional insureds and shall contain a provision that "the
insurance provided Landlord hereunder shall be primary and non-contributing with
any other insurance available to Landlord with respect to any damage, loss,
liability or expense covered by Tenant's indemnity obligations under paragraph
2l.A.(i) of the Lease."

(ii) Causes of loss - special form property insurance (including, without
limitation, vandalism, malicious mischief, inflation endorsement, and sprinkler
leakage endorsement) on Tenant's Personal Property located on or in the
Premises. Such insurance shall be in the full amount of the replacement cost, as
the same may from time to time increase as a result of inflation or otherwise.
As long as this Lease is in effect, the proceeds of such policy shall be used
for the repair and replacement of such items so insured. Landlord shall have no
interest in the insurance proceeds on Tenant's Personal Property.
Notwithstanding the foregoing, Tenant shall have the right, at its election, to
self-insure with respect to any loss or damage to Tenant's Personal Property.

(iii) Boiler and machinery insurance, including steam pipes, pressure pipes,
condensation return pipes and other pressure vessels and HVAC equipment,
including miscellaneous electrical apparatus, in an amount satisfactory to
Landlord.

C. Premises Insurance. During the Term Landlord shall maintain causes of loss -
special form property insurance (including inflation endorsement, sprinkler
leakage endorsement, and, at Landlord's option, earthquake and flood coverage)
on the Building, excluding coverage of all Tenant's Personal Property located on
or in the Premises, but including the Tenant Improvements. Such insurance shall
also include insurance against loss of rents, including, at Landlord's option,
coverage for earthquake and flood, in an amount equal to the Monthly Rent and
Additional Rent, and any other sums payable under the Lease, for a period of at
least twelve (12) months commencing on the date of loss. Such insurance shall
name Landlord and its Agents as named insureds and include a lender's loss
payable endorsement in favor of Landlord's lender (Form 438 BFU Endorsement).
The deductible payable under any causes of loss - special form policy of
insurance (or its equivalent) maintained by Landlord on the Building shall not
exceed $250,000 per occurrence without the prior written consent of Tenant and,
for as long as the Building is insured by Landlord under a policy that covers
all of the buildings within the Property and, if applicable, all of the
buildings within the Project, such deductible shall apply in the aggregate

<PAGE>

to all of the buildings within the Property and, if applicable, to all of
buildings within the Project, on a per occurrence basis. Tenant shall reimburse
Landlord monthly, as Additional Rent, for one-twelfth (12th) of the annual cost
of such insurance on the first day of each calendar month of the Term, prorated
for any partial month, or on such other periodic basis as Landlord shall elect.
If the insurance premiums are increased after the Commencement Date due to an
increase in the value of the Building or its replacement cost, or due to
Tenant's use of the Premises or any improvements installed by Tenant, Tenant
shall pay such increase within ten (10) days of notice of such increase. If,
however, Landlord elects to maintain a policy or policies of earthquake
insurance on the Building, Tenant shall be required to reimburse Landlord for
any premiums allocable to such insurance policies only if Landlord maintains
such insurance coverage on all buildings within the Project and such insurance
is available at commercially reasonable rates.

D. Increased Coverage. Upon demand, Tenant shall provide Landlord, at Tenant's
expense, with such increased amount of existing insurance, and such other
insurance as Landlord or Landlord's lender may reasonably require to afford
Landlord and Landlord's lender adequate protection.

E. Co-Insurer. If, on account of the failure of Tenant to comply with the
foregoing provisions, Landlord is adjudged a co-insurer by its insurance
carrier, then, any loss or damage Landlord shall sustain by reason thereof,
including attorneys' fees and costs, shall be borne by Tenant and shall be
immediately paid by Tenant upon receipt of a bill therefor and evidence of such
loss.

F. Insurance Requirements. All insurance shall be in a form satisfactory to
Landlord and Tenant and shall be carried in companies that have a general policy
holder's rating of not less than "A" and a financial rating of not less than
Class "X" in the most current edition of Best's Insurance Reports; and shall
provide that such policies shall not be subject to material alteration or
cancellation except after at least thirty (30) days' prior written notice to
Landlord. The policy or policies, or duly executed certificates for them,
together with satisfactory evidence of payment of the premium thereon shall be
deposited with Landlord prior to the Commencement Date, and upon renewal of such
policies, not less than thirty (30) days prior to the expiration of the term of
such coverage. If Tenant fails to procure and maintain the insurance required
hereunder, Landlord may, but shall not be required to, order such insurance at
Tenant's expense and Tenant shall reimburse Landlord. Such reimbursement shall
include all costs incurred by Landlord including Landlord's reasonable
attorneys' fees, with interest thereon at the Interest Rate.

G. Landlord's Disclaimer. Landlord and its Agents shall not be liable for any
loss or damage to persons or property resulting from fire, explosion, falling
plaster, glass, tile or sheetrock, steam, gas, electricity, water or rain which
may leak from any part of the Building or from the pipes, appliances or plumbing
works therein or from the roof, street or subsurface, or from any other cause
whatsoever, including loss or reduction in utilities, unless caused by or due to
the sole negligence or willful misconduct of Landlord. Landlord and its Agents
shall not be liable for any latent defect in the Premises. Tenant shall give
prompt written notice to Landlord in case of a casualty, accident or repair
needed in the Premises.

22.  Waiver of Subrogation.

<PAGE>

Landlord and Tenant each hereby waive all rights of recovery against the other
on account of loss or damage occasioned to such waiving party for its property
or the property of others under its control to the extent that such loss or
damage would be covered by any causes of loss - special form policy of insurance
or its equivalent. The foregoing waiver shall apply notwithstanding, and shall
not be affected by, Tenant's election to self-insure with respect to any loss or
damage to Tenant's Personal Property. Tenant and Landlord shall, upon obtaining
policies of insurance required hereunder, give notice to the insurance carrier
that the foregoing mutual waiver of subrogation is contained in this Lease and
Tenant and Landlord shall cause each insurance policy obtained by such party to
provide that the insurance company waives all right of recovery by way of
subrogation against either Landlord or Tenant in connection with any damage
covered by such policy.

23.  Damage or Destruction.

A. Landlord's Obligation to Rebuild. If all or any part of the Building is
damaged or destroyed, Landlord shall promptly and diligently repair the same
unless it has the right to terminate this Lease as provided herein and it elects
to so terminate.

B. Right to Terminate. Landlord shall have the right to terminate this Lease in
the event any of the following events occur:

(i) Insurance proceeds are not available to pay one hundred percent (100%) of
the cost of such repair, excluding the deductible for which Tenant shall be
responsible;

(ii) The Building cannot, with reasonable diligence, be fully repaired by
Landlord within one hundred eighty (180) days after the date of the damage or
destruction; or

(iii) The Building cannot be safely repaired because of the presence of
hazardous factors, including, but not limited to, earthquake faults, radiation,
chemical waste and other similar dangers.

If Landlord elects to terminate this Lease, Landlord may give Tenant written
notice of its election to terminate within thirty (30) days after such damage or
destruction, and this Lease shall terminate fifteen (15) days after the date
Tenant receives such notice and both Landlord and Tenant shall be released of
all further liability under this Lease (except to the extent any provision of
this Lease expressly survives termination). If Landlord elects not to terminate
the Lease, subject to Tenant's termination right set forth below, Landlord shall
promptly commence the process of obtaining necessary permits and approvals and
repair of the Building as soon as practicable, and this Lease will continue in
full force and affect. All insurance proceeds from insurance under paragraph 21,
excluding proceeds for Tenant's Personal Property. shall be disbursed and paid
to Landlord. Tenant shall be required to pay to Landlord the amount of any
deductibles payable in connection with any insured casualties, unless the
casualty was caused by the sole negligence or willful misconduct of Landlord.

Tenant shall have the right to terminate this Lease if the Building cannot, with
reasonable diligence, be fully repaired within one hundred eighty (180) days
from the date of damage or destruction. The determination of the estimated
repair periods in this paragraph 23 shall be made by an independent, licensed
contractor or engineer within thirty (30) days after such damage or

<PAGE>

destruction. Landlord shall deliver written notice of the repair period to
Tenant after such determination has been made and Tenant shall exercise its
right to terminate this Lease, if at all, within ten (10) days of receipt of
such notice from Landlord. Upon such termination both Landlord and Tenant shall
be released of all further liability under this Lease (except to the extent any
provision of this Lease expressly survives termination).

C. Limited Obligation to Repair. Landlord's obligation, should it elect or be
obligated to repair or rebuild, shall be limited to the basic Building and the
Tenant Improvements and shall not include any Alterations made by Tenant

D. Abatement of Rent. Rent shall be temporarily abated proportionately during
any period when, by reason of such damage or destruction, there is substantial
interference with Tenant's use of the Building, having regard to the extent to
which Tenant may be required to discontinue Tenant's use of the Building. Such
abatement shall commence upon such damage or destruction and end upon
substantial completion by Landlord of the repair or reconstruction which
Landlord is obligated or undertakes to do. Tenant shall not be entitled to any
compensation or damages from Landlord for loss of the use of the Premises,
damage to Tenant's Personal Property or any inconvenience occasioned by such
damage, repair or restoration. Tenant hereby waives the provisions of Section
1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil
Code, and the provisions of any similar law hereinafter enacted.

E. Damage Near End of Term. Anything herein to the contrary notwithstanding, if
the Building is destroyed or damaged during the last twelve (12) months of the
Term, then either Landlord or Tenant may, at its option, cancel and terminate
this Lease as of the date of the occurrence of such damage by delivery of
written notice to the other party and, upon such termination, Landlord and
Tenant shall be released of all further liability under this Lease (except to
the extent that any provision of this Lease expressly survives termination). If
neither Landlord nor Tenant elects to terminate this Lease, the repair of such
damage shall be governed by paragraphs 23.A. and 23.B.

24.  Condemnation.

If title to all of the Premises or Building or so much thereof is taken for any
public or quasi-public use under any statute or by right of eminent domain so
that reconstruction of the Building will not, in Landlord's and Tenant's mutual
opinion, result in the Premises being reasonably suitable for Tenant's continued
occupancy for the uses and purposes permitted by this Lease, this Lease shall
terminate as of the date that possession of the Premises or Building or part
thereof be taken and upon such termination both Landlord and Tenant shall be
released of all further liability under this Lease (except to the extent any
provision of this Lease expressly survives termination). A sale by Landlord to
any authority having the power of eminent domain, either under threat of
condemnation or while condemnation proceedings are pending, shall be deemed a
taking under the power of eminent domain for all purposes of this paragraph.

If any part of the Premises or Building is taken and the remaining part is
reasonably suitable for Tenant's continued occupancy for the purposes and uses
permitted by this Lease, this Lease shall, as to the part so taken, terminate as
of the date that possession of such part of the Premises or Building is taken
and upon such termination both Landlord and Tenant shall be released of all
further liability under this Lease with respect to that portion of the Premises
or the Building that is taken (except to the extent any provision of

<PAGE>

this Lease expressly survives termination). The Rent and other sums payable
hereunder shall be reduced in the same proportion that Tenant's use and
occupancy of the Building is reduced. If any portion of the Outside Area is
taken, Tenant's Rent shall be reduced only if such taking materially interferes
with Tenant's use of the Outside Area and then only to the extent that the fair
market rental value of the Premises is diminished by such partial taking. If the
parties disagree as to the amount of Rent reduction, the matter shall be
resolved by arbitration and such arbitration shall comply with and be governed
by the California Arbitration Act, Sections 1280 through 1294.2 of the
California Code of Civil Procedure. Each party hereby waives the provisions of
Section 1265.130 of the California Code of Civil Procedure allowing either party
to petition the Superior Court to terminate this Lease in the event of a partial
taking of the Premises.

Landlord and Tenant shall each be entitled to one-half (~) of that portion of
the condemnation award that is properly allocable to the value of the leasehold
estate created by this Lease. Except for the foregoing allocation, no award for
any partial or entire taking of the Premises or the Property shall be
apportioned between Landlord and Tenant and Tenant assigns to Landlord its
interest in the balance of any award which may be made for the taking or
condemnation of the Premises or the Property, together with any and all rights
of Tenant arising in or to the same or any part thereof. Nothing contained
herein, however, shall be deemed to give Landlord any interest in or require
Tenant to assign to Landlord any separate award made to Tenant for the taking of
Tenant's Personal Property, for the interruption of Tenant's business, or its
moving costs, or for the loss of its good will.

25.  Assignment and Subletting.

A. Landlord's Consent. Tenant shall not enter into a Sublet without Landlord's
prior written consent, which consent shall not be unreasonably withheld. Any
attempted or purported Sublet without Landlord's prior written consent shall be
void and confer no rights upon any third person and, at Landlord's election,
shall terminate this Lease. Each Subtenant shall agree in writing, for the
benefit of Landlord, to assume, to be bound by, and to perform the terms,
conditions and covenants of this Lease to be performed by Tenant.
Notwithstanding anything contained herein, Tenant shall not be released from
liability for the performance of each term, condition and covenant of this Lease
by reason of Landlord's consent to a Sublet unless Landlord specifically grants
such release in writing.

B. Tenant's Notice. If Tenant desires at any time to Sublet the entire Premises,
Tenant shall first notify Landlord in writing of its desire to do so. Within
thirty (30) days after Landlord's receipt of Tenant's notice, Landlord may elect
to terminate this Lease. In such event, Landlord and Tenant shall negotiate in
good faith the effective date of such termination and Tenant shall be released
of all further liability under this Lease (except to the extent any provision of
this Lease expressly survives termination).

C. Information to be Furnished. If Landlord elects not to terminate this Lease,
then Tenant shall submit in writing to Landlord: (i) the name of the proposed
Subtenant; (ii) the nature of the proposed Subtenant's business to be carried on
in the Premises; (iii) the terms and provisions of the proposed Sublet and a
copy of the proposed Sublet form containing a description of the subject
premises; and (iv) such financial information, including financial statements,
as Landlord may reasonably request concerning the proposed Subtenant.

<PAGE>

D. Landlord's Alternatives. At any time within ten (10) days after Landlord's
receipt of the information specified in paragraph 25.C., Landlord may, by
written notice to Tenant, elect: (i) to consent to the Sublet by Tenant; or (ii)
to refuse its consent to the Sublet. If Landlord consents to the Sublet, Tenant
may thereafter enter into a valid Sublet of the Premises or portion thereof,
upon the terms and conditions and with the proposed Subtenant set forth in the
information furnished by Tenant to Landlord, subject, however, at Landlord's
election, to the condition that fifty percent (50%) of any excess of the Subrent
over the Rent required to be paid by Tenant under this Lease less reasonable
attorneys' fees, leasing commissions, tenant improvements and other reasonable
subletting costs paid by Tenant on the Sublet, shall be paid to Landlord.

E. Exempt Sublets. Notwithstanding the above, Landlord's prior written consent
shall not be required for an assignment of this Lease to a subsidiary, affiliate
or parent corporation of Tenant; a corporation into which Tenant merges or
consolidates; or a purchaser of all or substantially all of the assets of Tenant
provided that: (i) Tenant gives Landlord prior written notice of the name of any
such assignee, (ii) the assignee assumes, in writing, for the benefit of
Landlord all of Tenant's obligations under the Lease, and (iii) in the case of
an assignment to a purchaser of Tenant's assets, as of the date of the transfer,
the transferee has a tangible net worth (exclusive of good will) greater than or
equal to ten (10) times the annual net Monthly Rent then payable under the
Lease.

F. Proration. If a portion of the Premises is Sublet, the pro rata share of the
Rent attributable to such partial area of the Premises shall be determined by
Landlord by dividing the Rent payable by Tenant hereunder by the total square
footage of the Premises and multiplying the resulting quotient (the per square
foot rent) by the number of square feet of the Premises which are Sublet.

26.  Default.

A. Tenant's Default. A default under this Lease by Tenant shall exist if any of
the following occurs:

(i) If Tenant fails to pay Rent or any other sum required to be paid hereunder
within ten (10) days after the date such Rent or other sum is due; or

(ii) If Tenant fails to perform any term, covenant or condition of this Lease
except those requiring the payment of money, and Tenant fails to cure such
breach within thirty (30) days after written notice from Landlord where such
breach could reasonably be cured within such 30-day period; provided, however,
that where such failure could not reasonably be cured within the 30-day period,
that Tenant shall not be in default if it commences such performance within the
30-day period and diligently thereafter prosecutes the same to completion; or

(iii) If Tenant assigns its assets for the benefit of its creditors; or

(iv) If the sequestration or attachment of or execution on any material part of
Tenant's Personal Property essential to the conduct of Tenant's business occurs,
and Tenant fails to obtain a return or release of such Personal Property within
thirty (30) days thereafter, or prior to sale pursuant to such sequestration,
attachment or levy, whichever is earlier; or

(v) If Tenant abandons the Premises; or

<PAGE>

(vi) If a court makes or enters any decree or order other than under the
bankruptcy laws of the United States adjudging Tenant to be insolvent; or
approving as properly filed a petition seeking reorganization of Tenant; or
directing the winding up or liquidation of Tenant and such decree or order shall
have continued for a period of sixty (60) days.

B. Remedies. Upon a default, Landlord shall have the following remedies, in
addition to all other rights and remedies provided by law or otherwise provided
in this Lease, to which Landlord may resort cumulatively or in the alternative:

(i) Landlord may continue this Lease in full force and effect, and this Lease
shall continue in full force and effect as long as Landlord does not terminate
this Lease, and Landlord shall have the right to collect Rent when due.

(ii) Landlord may terminate Tenant's right to possession of the Premises at any
time by giving written notice to that effect, and relet the Premises or any part
thereof. Tenant shall be liable immediately to Landlord for all costs Landlord
incurs in reletting the Premises or any part thereof, including, without
limitation, broker's commissions, expenses of cleaning and redecorating the
Premises required by the reletting and like costs. Reletting may be for a period
shorter or longer than the remaining term of this Lease. No act by Landlord
other than giving written notice of termination to Tenant shall terminate this
Lease. Acts of maintenance, efforts to relet the Premises or the appointment of
a receiver on Landlord's initiative to protect Landlord's interest under this
Lease shall not constitute a termination of Tenant's right to possession. On
termination, Landlord has the right to remove all Tenant's Personal Property and
store same at Tenant's cost and to recover from Tenant as damages:

(a) The worth at the time of award of the unpaid Rent and other sums due and
payable which had been earned at the time of termination; plus

(b) The worth at the time of award of the amount by which the unpaid Rent and
other sums due and payable which would have been payable after termination until
the time of award exceeds the amount of such Rent loss that Tenant proves could
have been reasonably avoided; plus

(c) The worth at the time of award of the amount by which the unpaid rent and
other sums due and payable for the balance of the Term after the time of award
exceeds the amount of such Rent loss that Tenant proves could be reasonably
avoided; plus

(d) Any other amount necessary to compensate Landlord for all the detriment
proximately caused by Tenant's failure to perform Tenant's obligations under
this Lease, or which, in the ordinary course of things, would be likely to
result therefrom, including, without limitation, any costs or expenses incurred
by Landlord: (I) in retaking possession of the Premises; (ii) in maintaining,
repairing, preserving, restoring, replacing, cleaning, altering or
rehabilitating the Premises or any portion thereof, including such acts for
reletting to a new tenant or tenants; (iii) for leasing commissions; or (iv) for
any other costs necessary or Appropriate to relet the Premises; plus

(e) At Landlord's election, such other amounts in addition to or in lieu of the
foregoing as may be permitted from time to time by the laws of the State of
California

<PAGE>

The "worth at the time of award" of the amounts referred to in paragraphs
26.B.(ii)(a) and 26.B.(ii)(b) is computed by allowing interest at the Interest
Rate on the unpaid rent and other sums due and payable from the termination date
through the date of award. The "worth at the time of award" of the amount
referred to in paragraph 26.B.(ii)(c) is computed by discounting such amount at
the discount rate of the Federal Reserve Bank of San Francisco at the time of
award plus one percent (1%). Tenant waives redemption or relief from forfeiture
under California Code of Civil Procedure Sections 1l74 and 1179, or under any
other present or future law, in the event Tenant is evicted or Landlord takes
possession of the Premises by reason of any default of Tenant hereunder.

(iii) Landlord may, with or without terminating this Lease, re-enter the
Premises and remove all persons and property from the Premises; such property
may be removed and stored in a public warehouse or elsewhere at the cost of and
for the account of Tenant. No reentry or taking possession of the Premises by
Landlord pursuant to this paragraph shall be construed as an election to
terminate this Lease unless a written notice of such intention is given to
Tenant.

C. Landlord's Default. Landlord shall not be deemed to be in default in the
performance of any obligation required to be performed by it hereunder unless
and until it has failed to perform such obligation within thirty (30) days after
receipt of written notice by Tenant to Landlord specifying the nature of such
default; provided, however, that if the nature of Landlord's obligation is such
that more than thirty (30) days are required for its performance, then Landlord
shall not be deemed to be in default if it shall commence such performance
within such 30-day period and thereafter diligently prosecute the same to
completion.

27.  Subordination.

If the holder or holders of any ground or underlying lease, mortgage or deed of
trust which affects the Premises ("Encumbrance") shall require that this Lease
be prior and superior to the lien of such Encumbrance, within fifteen (15) days
of written request of Landlord to Tenant, Tenant shall execute, have
acknowledged and deliver any and all documents or instruments, in the form
presented to Tenant, which Landlord or the holder of such Encumbrance deems
necessary or desirable for such purposes. Provided that the applicable holder of
the Encumbrance executes, acknowledges and delivers a commercially reasonable
subordination, nondisturbance and attornment agreement, Landlord shall have the
right to cause this Lease to be and become and remain subject and subordinate to
any and all Encumbrances which are now or may hereafter be executed covering the
Premises or the Property or any renewals, modifications, consolidations,
replacements or extensions thereof, for the full amount of all advances made or
to be made thereunder and without regard to the time or character of such
advances, together with interest thereon and subject to all the terms and
provisions thereof, and within fifteen (15) days after Landlord's written
request, Tenant shall execute any commercially reasonable instruments, releases
or other documents required by Landlord or the holder of the Encumbrance to make
this Lease subordinate to any lien of the Encumbrance. If Tenant fails to do so,
it shall be deemed that this Lease is subordinated. Any instrument describing
such lease or mortgage or deed of trust to which this Lease may be subordinated
shall include, as a condition precedent to Tenant's obligation to execute same,
commercially reasonable nondisturbance provisions to the effect that,
notwithstanding such subordination, the holder of the Encumbrance agrees that so
long as Tenant faithfully discharges all obligations on its part to be kept and
performed under this Lease in accordance with its

<PAGE>

terms, its tenancy will not be affected by any default under such lease or
mortgage or deed of trust, and in the event of termination of such lease or
foreclosure or sale under power of sale or deed in lieu of sale, or any transfer
of Landlord's interest, all rights, benefits, privileges and remedies of Tenant
under this Lease shall remain in effect.

Notwithstanding anything to the contrary set forth in this paragraph, Tenant
hereby attorns and agrees to attorn to any entity purchasing or otherwise
acquiring the Premises at any sale or other proceeding or pursuant to the
exercise of any other rights, powers or remedies under such Encumbrance.

28.  Notices.

Any notice or demand required or desired to be given under this Lease shall be
in writing and shall be personally served or in lieu of personal service may be
given by mail. If given by mail, such notice shall be deemed to have been given
when seventy-two (72) hours have elapsed from the time when such notice was
deposited in the United States mail, registered or certified, and postage
prepaid, addressed to the party to be served. At the date of execution of this
Lease, the addresses of Landlord and Tenant are as set forth in paragraph 1.
After the Commencement Date, the address of Tenant shall be the address of the
Premises. Either party may change its address by giving notice of same in
accordance with this paragraph.

29.  Attorneys' Fees.

If either party brings any action or legal proceeding for damages for an alleged
breach of any provision of this Lease, to recover rent, or other sums due, to
terminate the tenancy of the Premises or to enforce, protect or establish any
term, condition or covenant of this Lease or right of either party, the
prevailing party shall be entitled to recover as a part of such action or
proceedings, or in a separate action brought for that purpose, reasonable
attorneys' fees and costs.

30.  Estoppel Certificates.

Tenant shall within fifteen (15) days following written request by Landlord:

(i) Execute and deliver to Landlord any documents, including estoppel
certificates, in the form prepared by Landlord (a) certifying that this Lease is
unmodified and in full force and effect or, if modified, stating the nature of
such modification and certifying that this Lease, as so modified, is in full
force and effect and the date to which the Rent and other charges are paid in
advance, if any, and (b) acknowledging that there are not, to Tenant's
knowledge, any uncured defaults on the part of Landlord, or, if there are
uncured defaults on the part of the Landlord, stating the nature of such uncured
defaults, and (c) evidencing the status of the Lease as may be required either
by a lender making a loan to Landlord to be secured by deed of trust or mortgage
covering the Premises or a purchaser of the Premises from Landlord. Tenant's
failure to deliver an estoppel certificate within fifteen (15) days after
delivery of Landlord's written request therefor shall be conclusive upon Tenant
(a) that this Lease is in full force and effect, without modification except as
may be represented by Landlord, (b) that there are now no uncured defaults in
Landlord's performance and (c) that no Rent has been paid in advance.

<PAGE>

If Tenant fails to so deliver a requested estoppel certificate within the
prescribed tune it shall be conclusively presumed that this Lease is unmodified
and in full force and effect except as represented by Landlord.

(ii) Deliver to Landlord the current financial statements of Tenant, and
financial statements of the two (2) years prior to the current financial
statements year, with an opinion of a certified public accountant, including a
balance sheet and profit and loss statement for the most recent prior year, all
prepared in accordance with generally accepted accounting principles
consistently applied.

31.  Transfer of the Premises by Landlord.

In the event of any conveyance of the Premises and assignment by Landlord of
this Lease, Landlord shall be and is hereby entirely released from all liability
under any and all of its covenants and obligations contained in or derived from
this Lease occurring after the date of such conveyance and assignment and Tenant
agrees to attorn to such transferee provided such transferee assumes Landlord's
obligations under this Lease.

32.  Landlord's Right to Perform Tenant's Covenants.

If Tenant shall at any time fail to make any payment or perform any other act on
its part to be made or performed under this Lease, and such failure shall
continue after the expiration of any applicable grace or cure periods provided
in this Lease, Landlord may, but shall not be obligated to and without waiving
or releasing Tenant from any obligation of Tenant under this Lease, make such
payment or perform such other act to the extent Landlord may deem desirable, and
in connection therewith, pay expenses and employ counsel. All sums so paid by
Landlord and all penalties, interest and costs in connection therewith shall be
due and payable by Tenant on the next day after any such payment by Landlord,
together with interest thereon at the Interest Rate from such date to the date
of payment by Tenant to Landlord, plus collection costs and attorneys' fees.
Landlord shall have the same rights and remedies for the nonpayment thereof as
in the case of default in the payment of Rent.

33.  Tenant's Remedy.

If, as a consequence of a default by Landlord under this Lease, Tenant recovers
a money judgment against Landlord, such judgment shall be satisfied only out of
the proceeds of sale received upon execution of such judgment and levied thereon
against the right, title and interest of Landlord in the Premises and out of
Rent or other income from such property receivable by Landlord or out of
consideration received by Landlord from the sale or other disposition of all or
any part of Landlord's right, title or interest in the Premises, and neither
Landlord nor its agents shall be liable for any deficiency.

34.  Mortgagee Protection.

If Landlord defaults under this Lease. Tenant will notify any beneficiary of a
deed of trust or mortgagee of a mortgage covering the Premises, and offer such
beneficiary or mortgagee a reasonable opportunity to cure the default, including
time to obtain possession of the Premises by power of sale or a judicial
foreclosure, if such should prove necessary to effect a cure.

35.  Brokers.

<PAGE>

Tenant warrants and represents that it has had no dealings with any real estate
broker or agent in connection with the negotiation of this Lease, except for
Cornish and Carey Commercial, which represents both Landlord and Tenant, and
that it knows of no real estate broker or agent who is or might be entitled to a
commission in connection with this Lease.

36.  Acceptance.

This Lease shall only become effective and binding upon full execution hereof by
Landlord and delivery of a signed copy to Tenant. Tenant, at its option, may
record a short form memorandum of this Lease. Upon the expiration or sooner
termination of this Lease, Tenant shall execute and deliver to Landlord a
quitclaim deed in recordable form releasing, remising and quitclaiming to
Landlord all right, title and interest of Tenant in and to the Premises.

37.  Modifications for Lender.

If, in connection with obtaining any initial financing for the construction and
development of the Premises, Landlord's lender shall request reasonable
modification to this Lease as a condition to such financing, Tenant shall not
unreasonably withhold, delay or defer its consent thereto, provided such
modifications do not materially adversely affect Tenant's rights or obligations
hereunder.

38.  Parking.

Tenant shall have the exclusive right to use all parking spaces located within
the boundaries of the Premises, upon terms and conditions, as may from time to
time be reasonably established by Landlord, until such time as Landlord
constructs any buildings on the Property for occupancy by any tenant(s) other
than Tenant. In such event, upon completion of such building(s) the Outside
Area, including the parking areas, shall be converted to common area, available
for the non-exclusive use by Tenant and any other tenant(s) of the Property, and
Tenant shall have nonexclusive right to use Tenant's pro rata share of all
parking spaces located within the boundaries of the Property, but not less than
210 parking spaces. Should parking charges or surcharges of any kind be imposed
on the parking facilities by any governmental agency, Tenant shall reimburse
Landlord for such charges and/or surcharges or, if possible, shall pay such
charges and/or surcharges directly to the governmental agency and, in such
event, Tenant shall provide Landlord with proof that such charges and/or
surcharges have been paid by Tenant.

39. Option to Purchase. If (i) Tenant gives the notice described in paragraph
2.B. and Landlord does not for any reason commence construction of the Building
within nine (9) months from the date of Tenant's notice (as extended for delays
caused by force majeure), or (ii) Landlord has not given notice of Landlord's
intent to proceed as described in paragraph 2.B. on or before the date which is
forty-eight (48) months from the Close of Escrow, or (iii) Landlord has timely
given notice of Landlord's intent to proceed but has not commenced construction
of the Building within nine (9) months from the date of Landlord's notice (as
extended for delays caused by force majeure), or (iv) Landlord has commenced
construction of the Building but has not completed construction of the Building
within twelve (12) months from the commencement of construction (as extended by
delays caused by force majeure) then, provided that Tenant is not in default
under this Lease, the Premises 1 Lease or the Premises 2 Lease at the time of
Tenant's exercise, Tenant shall have the option to purchase the Premises on the

<PAGE>

terms and conditions set forth herein. In the event that commencement of
construction or completion of construction is at any time delayed by force
majeure, Landlord shall promptly notify Tenant in writing of the commencement
and expiration of any period of such delay and the cause or causes of such
delay. Tenant shall exercise its option within sixty (60) days after the right
to exercise the option commences by giving Landlord written notice of its
exercise. The Premises subject to the option shall be located as shown on
EXHIBIT A and shall consist of sufficient land to permit development and
construction of a two-story building of approximately 60,000 square feet with
sufficient on-site parking and off-site parking to satisfy the then existing
parking requirements of the City of Redwood City or other governmental agency
with jurisdiction (the "Option Land"). The off-site parking shall be provided by
Landlord on the Property pursuant to a reciprocal parking agreement between
Landlord and Tenant providing for perpetual reciprocal parking rights. The
purchase price for the Premises shall be Seventeen and 47/lOOths Dollars
($17.47) per square foot of the Option Land, adjusted for inflation based upon
increases in the Index from the date of this Lease until the date of Tenant's
notice of exercise (which increases shall be calculated in the same manner
provided for in paragraph 5.C. of this Lease), plus any outstanding balance of
any construction loan relating solely to the construction of the Premises (but
excluding any amount relating to the acquisition price paid by Landlord for the
Premises) plus any out-of-pocket costs paid by Landlord for the construction of
the Building (but only to the extent not already included in the loan). The
purchase price shall be paid by Tenant to Landlord in cash upon the close of
escrow. In addition to the purchase price, all costs incurred to create the
Premises as a separate legal parcel; prepare the reciprocal parking agreement;
construct Tenant's share of the parking spaces (approximately 2lO spaces); and
to prepare any covenants, conditions and restrictions required to govern the
operation, use and maintenance of any other common areas to be utilized by
Landlord and Tenant, including without limitation, legal fees, engineering and
consultant fees, permit and approval fees, construction costs, and recording
costs shall be paid by Tenant. The cost of constructing any parking spaces
subject to the reciprocal parking agreement in excess of Tenant's share shall be
paid by Landlord. Upon exercise of the option by Tenant, Landlord and Tenant
shall use good faith efforts to execute a purchase agreement incorporating the
foregoing terms and conditions within sixty (60) days after the date of Tenant's
notice of exercise. Tenant shall have the right to rescind its exercise of the
option by giving Landlord written notice within thirty (30) days after Landlord
informs Tenant of the construction loan balance and out-of-pocket costs
described above. Close of escrow under the purchase agreement shall occur within
thirty (30) days after the date the parcel map creating the Premises as a
separate legal parcel is recorded, but not later than nine (9) months from the
date of Tenant's exercise of the option, unless close of escrow is delayed due
to force majeure, in which event close of escrow shall occur as soon as
reasonably possible. If, however, Tenant fails to exercise the option to
purchase the Premises within the sixty (60) day exercise period, or Tenant
timely rescinds its exercise, the option shall expire, and this Lease and all
rights and obligations of Landlord and Tenant hereunder shall terminate;
provided, however, that Tenant shall retain any rights to claim damages to the
extent that Landlord has breached its obligations under this Lease.

40.  General.

A. Captions. The captions and headings used in this Lease are for the purpose of
convenience only and shall not be construed to limit or extend the meaning of
any part of this Lease.

<PAGE>

B. Executed Copy. Any fully executed copy of this Lease shall be deemed an
original for all purposes.

C. Time. Time is of the essence for the performance of each term, condition and
covenant of this Lease.

D. Choice of Law. This Lease shall be construed and enforced in accordance with
the laws of the State of California The language in all parts of this Lease
shall in all cases be construed as a whole according to its fair meaning and not
strictly for or against either Landlord or Tenant.

E. Gender. Singular. Plural. When the context of this Lease requires, the neuter
gender includes the masculine, the feminine, a partnership or corporation or
joint venture, and the singular includes the plural.

F. Binding Effect. The covenants and agreement contained in this Lease shall be
binding on the parties hereto and on their respective successors and assigns to
the extent this Lease is assignable.

G. Waiver. The waiver by Landlord of any breach of any term, condition or
covenant, of this Lease shall not be deemed to be a waiver of such provision or
any subsequent breach of the same or any other term, condition or covenant of
this Lease. The subsequent acceptance of Rent hereunder by Landlord shall not be
deemed to be a waiver of any preceding breach at the time of acceptance of such
payment. No covenant, term or condition of this Lease shall be deemed to have
been waived by Landlord unless such waiver is in writing signed by Landlord.

H. Entire Agreement. This Lease is the entire agreement between the parties, and
there are no agreements or representations between the parties except as
expressed herein. Except as otherwise provided herein, no subsequent change or
addition to this Lease shall be binding unless in writing and signed by the
parties hereto.

I. Authority. If Tenant is a corporation or a partnership, each individual
executing this Lease on behalf of said corporation or partnership, as the case
may be, represents and warrants that he is duly authorized to execute and
deliver this Lease on behalf of said entity in accordance with its corporate
bylaws, statement of partnership or certificate of limited partnership, as the
case may be, and that this Lease is binding upon said entity in accordance with
its terms. Landlord, at its option, may require a copy of such written
authorization to enter into this Lease.

J. Exhibits. All exhibits, amendments, riders and addenda attached hereto are
hereby incorporated herein and made a part hereof.

K. Lease Summary. The Lease Summary attached to this Lease is intended to
provide general information only. In the event of any inconsistency between the
Lease Summary and the specific provisions of this Lease, the specific provisions
of this Lease shall prevail.

THIS LEASE is effective as of the date the last signatory necessary to execute
the Lease shall have executed this Lease.

TENANT:

Dated AMPEX CORPORATION, a Delaware corporation

<PAGE>


By : /s/ Richard J. Jacquet
Its: Vice President

LANDLORD:

Dated MARTIN/CAMPUS ASSOCIATES, L.P., a California limited partnership

By:  Martin/Redwood Partners, L.P.,
a California limited partnership,
General Partner


By The Martin Group of Companies, Inc., a California corporation,
General Partner


By:  /s/ Michael A. Covarrubias
Its: President