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                                                                  EXHIBIT 10.28

                     AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

                STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-NET
                   (DO NOT USE THIS FORM FOR MULTI-TENANT PROPERTY)




1.   BASIC PROVISIONS ("BASIC PROVISIONS").

           1.1   PARTIES:  This Lease ("LEASE"), dated for reference purposes
only, September 29, 1994, is made by and between Fujita California Partners III
("LESSOR") and Deanco Incorporated, Acacia Division, a Delaware Corporation
("LESSEE") (collectively the "PARTIES," or individually a "PARTY").

           1.2   PREMISES:  That certain real property, including all
improvements therein or to be provided by Lessor under the terms of this Lease,
and commonly known by the street address of 3230 Scott Boulevard, Santa Clara
located in the County of Santa Clara, State of California and generally
described as (describe briefly the nature of the property) an approximately
42,174 square foot R&D building improved with approximately 10,000 square feet
of office space ("PREMISES").  (See Paragraph 2 for further provisions.)

           1.3   TERM:  5 years and 3.5 months ("ORIGINAL TERM") commencing
December 15, 1994 ("COMMENCEMENT DATE") and ending March 31, 2000 ("EXPIRATION
DATE").  (See Paragraph 3 for further provisions.)

           1.4   EARLY POSSESSION:  ("EARLY POSSESSION DATE").  (See Paragraphs
3.2 and 3.3 for further provisions.)

           1.5   BASE RENT:  $21,930.48 per month ("BASE RENT"), payable on the
first day of each month commencing March 15, 1995 (Lessee shall pay 1/2 months
rent on April 1, 1995).  (See Paragraph 4 for further provisions.)

/ /  If this box is checked, there are provisions in this Lease for the Base
     Rent to be adjusted.

           1.6   BASE RENT PAID UPON EXECUTION:  $21,930.48 as Base Rent for
the period March 15, 1995 - April 15, 1995.

           1.7   SECURITY DEPOSIT:  $24,039.48 ("SECURITY DEPOSIT").  (See
Paragraph 5 for further provisions.)

           1.8   PERMITTED USE:  Office, sales, warehouse, light assembly and
other related legal uses.  (See Paragraph 6 for further provisions.)

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           1.9   INSURING PARTY:  Lessor is the "INSURING PARTY" unless
otherwise stated herein.  (See Paragraph 8 for the further provisions.)

           1.10  REAL ESTATE BROKERS:  The following real estate brokers
(collectively, the "BROKERS") and brokerage relationships exist in this
transaction and are consented to by the Parties (check applicable boxes): Brian
O'Toole represents

/X/  Lessor exclusively ("LESSOR'S BROKER");    both Lessor and Lessee, and CPS
     represents 
/X/  Lessee exclusively ("LESSEE'S BROKER");    both Lessee and Lessor.  
     (See Paragraph 15 for further provisions.)

           1.11  GUARANTOR.  The Obligations of the Lessee under this Lease are
to be guaranteed by N/A ("GUARANTOR").  (See Paragraph 37 for further
provisions.)

           1.12  ADDENDA.  Attached hereto is an Addendum or Addenda consisting
of Paragraphs 49 through 60 and Exhibits "A" all of which constitute a part of
this Lease.

2.   PREMISES.

           2.1   LETTING.  Lessor hereby leases to Lessee, and Lessee hereby
leases from Lessor, the Premises, for the term, at the rental, and upon all of
the terms, covenants and conditions set forth in this Lease.  Unless otherwise
provided herein, any statement of square footage set forth in this Lease, or
that may have been used in calculating rental, is an approximation which Lessor
and Lessee agree is reasonable and the rental based thereon is not subject to
revision whether or not the actual square footage is more or less.

           2.2   CONDITION.  Lessor shall deliver the Premises to Lessee clean
and free of debris on the Commencement Date and warrants to Lessee that the
existing plumbing, fire sprinkler system, lighting, air conditioning, heating,
and loading doors, if any, in the Premises, other than those constructed by
Lessee, shall be in good operating condition on the Commencement Date.  If a
non-compliance with said warranty exists as of the Commencement Date, Lessor
shall, except as otherwise provided in this Lease, promptly after receipt of
written notice from Lessee setting forth with specificity the nature and extent
of such non-compliance, rectify same at Lessor's expense.  If Lessee does not
give Lessor written notice of a non-compliance with this warranty within
forty-five (45) days after the Commencement Date, correction of that
non-compliance shall be the obligation of Lessee at Lessee's sole cost and
expense.

           2.4   ACCEPTANCE OF PREMISES.  Lessee hereby acknowledges: (a) that
it has been advised by the Brokers to satisfy itself with respect to the
condition of the Premises (including but not limited to the electrical and fire
sprinkler systems, security, environmental aspects, compliance with Applicable
Law, as defined in Paragraph 6.3) and the present and future suitability of the
Premises for Lessee's intended use, (b) that Lessee has made such investigation
as it deems necessary with reference to such matters and assume all
responsibility therefor as 

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the same relate to Lessee's occupancy of the Premises and/or the term of this
Lease, and (c) that neither Lessor, nor any of Lessor's agents, has made any
oral or written representations or warranties with respect to the said matters
other than as set forth in this Lease.

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

3.   TERM.

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

           3.2   EARLY POSSESSION.  If Lessee totally or partially occupies the
Premises prior to the Commencement Date, the obligation to pay Base Rent shall
be abated for the period of such early possession.  All other terms of this
Lease, however, (including but not limited to the obligations to pay Real
Property Taxes and insurance premiums and to maintain the Premises) shall be in
effect during such period.  Any such early possession shall not affect nor
advance the Expiration Date of the Original Term.

           3.3   DELAY IN POSSESSION.  If for any reason Lessor cannot deliver
possession of the Premises to Lessee as agreed herein by the Early Possession
Date if one is specified in Paragraph 1.4, or, if no Early Possession Date is
specified, by the Commencement Date, Lessor shall not be subject to any
liability therefor, nor shall such failure affect the validity of this Lease, or
the obligations of Lessee hereunder, or extend the term hereof, but in such
case, Lessee shall not, except as otherwise provided herein, be obligated to pay
rent or perform any other obligation of Lessee under the terms of this Lease
until Lessor delivers possession of the Premises to Lessee.  If possession of
the Premises is not delivered to Lessee within sixty (60) days after the
Commencement Date, Lessee may, at its option, by notice in writing to Lessor
within thirty (30) days thereafter, cancel this Lease, in which event the
Parties shall be discharged form all obligations hereunder; provided, however,
that if such written notice by Lessee is not received by Lessor within said ten
(10) day period, Lessee's right to cancel this Lease shall terminate and be of
no further force or effect.  Except as may be otherwise provided, and regardless
of when the term actually commences, if possession is not tendered to Lessee
when required by this Lease and Lessee does not terminate this Lease, as
aforesaid, the period free of the obligation to pay Base Rent, if any, that
Lessee would otherwise have enjoyed shall run from the date of delivery of
possession and continue for a period equal to what Lessee would otherwise have
enjoyed under the terms hereof, but minus any days of delay caused by the acts,
changes or omissions of Lessee.

4.   RENT.

           4.1   BASE RENT.  Lessee shall cause payment of Base Rent and other
rent or charges, as the same may be adjusted from time to time, to be received
by Lessor in lawful 


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money of the United States, without offset or deduction, on or before the day on
which it is due under the terms of this Lease.  Base Rent and all other rent and
charges for any period during the term hereof which is for less than one (1)
full calendar monthly shall be prorated based upon the actual number of days of
the calendar month involved.  Payment of Base Rent and other charges shall be
made to Lessor at its address stated herein or to such other persons or at such
other addresses as Lessor may from time to time designate in writing to Lessee.

5.   SECURITY DEPOSIT.  Lessee shall deposit with Lessor upon execution hereof
the Security Deposit set forth in Paragraph 1.7 as security for Lessee's
faithful performance of Lessee's obligations under this Lease.  If Lessee fails
to pay Base Rent or other rent or charges due hereunder, or otherwise Defaults
under this Lease (as defined in Paragraph 13.1), Lessor may use, apply or retain
all or any portion of said Security Deposit for the payment of any amount due
Lessor or to reimburse or compensate Lessor for any liability, cost, expense,
loss or damage (including attorneys' fees) which Lessor may suffer or incur by
reason thereof.  If Lessor uses or applies all or any portion of said Security
Deposit, Lessee shall within ten (10) days after written request therefor
deposit moneys with Lessor sufficient to restore said Security Deposit to the
full amount required by this Lease.  Any time the Base Rent increases during the
term of this Lease, Lessee all, upon written request from Lessor, deposit
additional moneys with Lessor sufficient to maintain the same ratio between the
Security Deposit and the Base Rent as those amounts are specified in the Basic
Provisions.  Lessor shall not be required to keep all or any part of the
Security Deposit separate from its general accounts.  Lessor shall, at the
expiration or earlier termination of the term hereof and after Lessee has a
vacated the Premises, return to Lessee (or, at Lessor's option, to the last
assignee, if any, of Lessee's interest herein), that portion of the Security
Deposit not used or applied by Lessor.  Unless otherwise expressly agreed in
writing by Lessor, no part of the Security Deposit shall be considered to be
held in trust, to bear interest or other increment for its use, or to be
prepayment for any moneys to be paid by Lessee under this Lease.

6.   USE.

           6.1   USE.  Lessee shall use and occupy the Premises only for the
purposes set forth in Paragraph 1.8, or any other use which is comparable
thereto, and for no other purpose.  Lessee shall not use or permit the use of
the Premises in a manner that creates waste or a nuisance, or that disturbs
owners and/or occupants of, or causes damage to, neighboring premises or
properties.  Lessor hereby agrees to not unreasonably withhold or delay its
consent to any written request by Lessee, Lessees assignees or subtenants, and
by prospective assignees and subtenants of the Lessee, its assignees and
subtenants, for a modification of said permitted purpose for which the premises
may be used or occupied, so long as the same will not impair the structural
integrity of the improvements on the Premises, the mechanical or electrical
systems therein, is not significantly more burdensome to the Premises and the
improvements thereon, and is otherwise permissible pursuant to this Paragraph 6.
If Lessor elects to withhold such consent, Lessor shall within five (5) business
days give a written notification of same, which notice shall include an
explanation of Lessor's reasonable objections to the change in use.


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           6.2   HAZARDOUS SUBSTANCES.

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

                 (b)   DUTY TO INFORM LESSOR.  If Lessee knows, or has
reasonable cause to believe, that a Hazardous Substance, or a condition
involving or resulting from same, has come to be located in, on, under or about
the Premises, other than as previously consented to by Lessor, Lessee shall
immediately give written notice of such fact to Lessor.  Lessee shall also
immediately give Lessor a copy of any statement, report, notice, registration,
application, permit, business plan, license, claim, action or proceeding given
to, or received from, any governmental authority or private party, or persons
entering or occupying the Premises, concerning the presence, spill, release,
discharge of, or exposure to, any Hazardous Substance 


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or contamination in, on, or about the Premises, including but not limited to all
such documents as may be involved in any Reportable Uses involving the Premises.

                 (c)   INDEMNIFICATION.  Lessee shall indemnify, protect,
defend and hold Lessor, its agents, employees, lenders and ground lessor, if
any, and the Premises, harmless from and against any and all loss of rents
and/or damages, liabilities, judgments, costs, claims, liens, expenses,
penalties, permits and attorney's and consultant's fees arising out of or
involving any Hazardous Substance or storage tank brought onto the Premises by
or for Lessee or under Lessee's control.  Lessee's obligations under this
Paragraph 6 shall include, but not limited to, the effects of any contamination
or injury to person, property or the environmental created or suffered by
Lessee, and the cost of investigation (including consultant's and attorney's
fees and testing), removal, remediation, restoration and/or abatement thereto,
or of any contamination therein involved, and shall survive the expiration or
earlier termination of this Lease.  No termination, cancellation or release
agreement entered into by Lessor and Lessee shall release Lessee from its
obligations under this Lease with respect to Hazardous Substances or storage
tanks, unless specifically so agreed by Lessor in writing at the time of such
agreement.

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

           6.4   INSPECTION; COMPLIANCE.  Lessor and Lessor's Lender(s) (as
defined in Paragraph 8.3(a)) shall have the right to enter the Premises at any
time, in the case of an emergency, and otherwise at reasonable times, on 24
hours written notice for the purpose of inspecting the condition of the Premises
and for verifying compliance by Lessee with this Lease and all Applicable Laws
(as defined in Paragraph 6.3), and to employ experts and/or consultants in
connection therewith and/or to advise Lessor with respect to Lessee's
activities, including but not limited to the installation, operation, use,
monitoring, maintenance, or removal of any Hazardous Substance or storage tank
on or from the Premises.  The costs and expenses of any such inspections shall
be paid by the party requesting same, unless a Default or Breach of this 

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Lease, violation of Applicable Law, or a contamination, caused or materially
contributed to by Lessee is found to exist or be imminent, or unless the
inspection is requested or ordered by a governmental authority as the result of
any such existing or imminent violation or contamination.  In any such case,
Lessee shall upon request reimburse Lessor or Lessor's Lender, as the case may
be, for the costs and expenses of such inspections.

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

           7.1   LESSEE'S OBLIGATIONS.

                 (a)   Subject to the provisions of Paragraph 2.2 (Lessor's
warranty as to condition), 2.3 (Lessor's warranty as to compliance with
covenants, etc), 7.2 (Lessor's obligations to repair), 9 (storage and
destruction), and 14 (condemnation), Lessee shall, at Lessee's sole cost and
expense and at all times, keep the non-structural parts of the Premises and
every part thereof in good order, condition and repair, normal wear and tear
excepted, and non-structural (whether or not such portion of the Premises
requiring repairs, or the means of repairing the same, are reasonably or readily
accessible to Lessee, and whether or not the need for such repairs occurs as a
result of Lessee's use, the elements or the age of such portion of the
Premises), including, without limiting the generality of the foregoing, all
equipment or facilities serving the Premises, such as plumbing, heating, air
conditioning, ventilating, electrical, lighting facilities, boilers, fired or
unfired pressure vessels, fire sprinkler and/or standpipe and hose or other
automatic fire extinguishing system, including fire alarm and/or smoke detection
systems and equipment, fire hydrants, fixtures, walls (interior), ceilings,
roofs, floors, windows, doors, plate glass, skylights landscaping, driveways,
parking lots, fences, retaining walls, signs, sidewalks and parkways located in,
on, about, or adjacent to the Premises.  Lessee shall not cause or permit any
Hazardous Substance to be spilled or released in, on, under or about the
Premises (including through the plumbing or sanitary sewer system) and shall
promptly, at Lessee's expense, take all investigatory and/or remedial action
reasonably recommended, whether or not formally ordered or required, for the
cleanup of any contamination of, and for the maintenance, security and/or
monitoring of the Premises, the elements surrounding same, or neighboring
properties, that was caused or materially contributed to by Lessee, or
pertaining to or involving any Hazardous Substance and/or storage tank brought
onto the Premises by or for Lessee or under its control.  Lessee, in keeping the
Premises in good order, condition and repair, shall exercise and perform good
maintenance practices.  Lessee's obligations shall include restorations,
replacements or renewals when necessary to keep the Premises and all
improvements thereon or a part thereof in good order, condition and state of
repair.

                 (b)   Lessee shall, at Lessee's sole cost and expense, procure
and maintain contracts, with copies to Lessor, in customary form and substance
for, and with contractors specializing and experienced in, the inspection,
maintenance and service of the following equipment and improvements, if any,
located on the Premises: (i) heating, air conditioning and ventilation
equipment, (ii) boiler, fired or unfired pressure vessels, (iii) fire sprinkler
and/or standpipe and hose or other automatic fire extinguishing systems,
including fire 


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alarm and/or smoke detection, (iv) landscaping and irrigation systems, (v) roof
covering and drain maintenance and (vi) asphalt and parking lot maintenance.

           7.2   LESSOR'S OBLIGATIONS.  Except for the warranties and
agreements of Lessor contained in Paragraphs 2.2 and para 51, 52 of Add.
(relating to condition of the Premises), 2.3 (relating to compliance with
covenants, restrictions and building code), 9 (relating to destruction of the
Premises) and 14 (relating to condemnation of the Premises), it is intended by
the Parties hereto that Lessor have no obligation, in any manner whatsoever, to
repair and maintain the Premises, the improvements located thereon, or the
equipment therein, or non structural, all of which obligations are intended to
be that of the Lessee under Paragraph 7.1 hereof.  It is the intention of the
Parties that the terms of this Lease govern the respective obligations of the
Parties as to maintenance and repair of the Premises.  Lessee and Lessor
expressly waive the benefit of any statute now or hereafter in effect to the
extent it is inconsistent with the terms of this Lease with respect to, or which
affords Lessee the right to make repairs at the expense of Lessor or to
terminate this Lease by reason of any needed repairs.

           7.3   UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS.

                 (a)   DEFINITIONS; CONSENT REQUIRED.  The term "UTILITY
INSTALLATIONS" is used in this Lease to refer to all carpeting, window
coverings, air lines, power panels, electrical distribution, security, fire
protection systems, communication systems, lighting fixtures, heating,
ventilating, and air conditioning equipment, plumbing, and fencing in, on or
about the Premises.  The term "TRADE FIXTURES" shall mean Lessee's machinery and
equipment that can be removed without doing material damage to the Premises. 
The term "ALTERATIONS" shall mean any modification of the improvements on the
Premises from that which are provided by Lessor under the terms of this Lease,
other than Utility Installations or Trade Fixtures, whether by addition or
deletion.  "LESSEE OWNED ALTERATIONS AND/OR UTILITY INSTALLATIONS" are defined
as Alterations and/or Utility Installations made by lessee that are not yet
owned by Lessor as defined in Paragraph 7.4(a).  Lessee shall not make any
Alterations or Utility Installation in, on, under or about the Premises without
Lessor's prior written consent.  Lessee may, however, make non-structural
Utility Installations to the interior of the Premises (excluding the roof), as
long as they are not visible from the outside, do not involve puncturing,
relocating or removing the roof or any existing walls, and the cumulative cost
thereof during the term of this Lease as extended does not exceed $25,000.

                 (b)   CONSENT.  Any Alterations or Utility Installations that
Lessee shall desire to make and which require the consent of the Lessor shall be
presented to Lessor in written form with proposed detailed plans.  All consents
given by Lessor, whether by virtue of Paragraph 7.3(a) or by subsequent specific
consent, shall be deemed condition upon: (i) Lessee's acquiring all applicable
permits required by governmental authorities, (ii) the furnishing of copies of
such permits together with a copy of the plans and specifications for the
Alteration or Utility Installation to Lessor prior to commencement of the work
thereon, and (iii) the compliance by Lessee with all conditions of said permits
in a prompt and expeditious manner.  Any Alterations or Utility Installations by
Lessee during the term of this Lease shall be done in a good and workmanlike
manner, with good and sufficient materials, and in compliance with all 


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Applicable Law.  Lessee shall promptly upon completion thereof furnish Lessor
with as-built plans and specifications therefor.

                 (c)   INDEMNIFICATION.  Lessee shall pay, when due, all claims
for labor or materials furnished or alleged to have been furnished to or for
Lessee at or for use on the Premises, which claims are or may be secured by any
mechanics' or materialmen's lien against the Premises or any interest therein. 
Lessee shall give Lessor not less than ten (10) days' notice prior to the
commencement of any work in, on or about the Premises, and Lessor shall have the
right to post notices of non-responsibility in or on the Premises as provided by
law.  If Lessee shall, in good faith, contest the validity of any such lien,
claim or demand, then Lessee shall, at its sole expense defend and protect
itself, Lessor and the Premises against the same and shall pay and satisfy any
such demand, then Lessee shall, at its sole expense defend and protect itself,
Lessor and the Premises against the same and shall pay and satisfy any such
adverse judgment that may be rendered thereon before the enforcement thereof
against the Lessor or the Premises.  If Lessor shall require, Lessee shall
furnish to Lessor a surety bond satisfactory to Lessor in an amount equal to one
and one-half times the amount of such contested lien claim or demand,
indemnifying Lessor against liability for the same, as required by law for the
holding of the Premises free from the effect of such lien or claim.  In
addition, in the event the Lessee does not follow the method as prescribed
above, then, Lessor may require Lessee to pay Lessor's attorney's fees and costs
in participating in such action if Lessor shall decide it is to its best
interest to do so.

           7.4   OWNERSHIP; REMOVAL; SURRENDER; AND RESTORATION.

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

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

                 (c)   SURRENDER/RESTORATION.  Lessee shall surrender the
Premises by the end of the last day of the Lease term or any earlier termination
date, with all of the improvements, parts and surfaces thereof clean and free of
debris and in good operating order, condition and state of repair, ordinary wear
and tear excepted.  "ORDINARY WEAR AND TEAR" shall not include any damage or
deterioration that would have been prevented by good maintenance 


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practice or by Lessee performing all of its obligations under this Lease. 
Except as otherwise agreed or specified in writing by Lessor, the Premises, as
surrendered, shall include the Utility Installations.  The obligation of Lessee
shall include the repair of any damage occasioned by the installation,
maintenance or removal of Lessee's Trade Fixtures, furnishings, equipment, and
Alterations and/or Utility Installations, as well as the removal of any storage
tank installed by or for Lessee, and the removal, replacement, or remediation of
any soil, material or ground water contaminated by Lessee, all as may then be
required by Applicable Law and/or good service practice.  Lessee's Trade
Fixtures shall remain the property of Lessee and shall be removed by Lessee
subject to its obligation to repair and restore the Premises per this Lease.

8.   INSURANCE; INDEMNITY.

           8.1   PAYMENT FOR INSURANCE.  Regardless of whether the Lessor or
Lessee is the Insuring Party, Lessee shall pay for all insurance required under
this Paragraph 8 except to the extent of the cost attributable to liability
insurance carried by Lessor in excess of $1,000,000 per occurrence.  Premiums
for policy periods commencing prior to or extending beyond the Lease term shall
be prorated to correspond to the Lease term.  Payment shall be made by Lessee to
Lessor within ten (10) days following receipt of an invoice for any amount due.

           8.2   LIABILITY INSURANCE.

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

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


                                          10


<PAGE>

           8.3   PROPERTY INSURANCE - BUILDING, IMPROVEMENTS AND RENTAL VALUE.

                 (a)   BUILDING AND IMPROVEMENTS.  The Insuring Party shall
obtain and keep in force during the term of this Lease a policy or policies in
the name of Lessor, with loss payable to Lessor and to the holders of any
mortgages, deeds of trust or ground leases on the Premises ("LENDER(S)"),
insuring loss or damage to the Premises.  The amount of such insurance shall be
equal to the full replacement cost of the Premises, as the same shall exist from
time to time, or the amount required by Lenders, but in no event more than the
commercially reasonable and available insurable value thereof if, by reason of
the unique nature or age of the improvements involved, such latter amount is
less than full replacement cost.  If Lessor is the Insuring Party, however,
Lessee Owned Alterations and Utility Installations shall be insured by Lessee
under Paragraph 8.4 rather than by Lessor.  If the coverage is available and
commercially appropriate, such policy or policies shall insure against all risks
of direct physical loss or damage (except the perils of flood and/or
earthquake), including coverage for any additional costs resulting from debris
removal and reasonable amounts of coverage for the enforcement of any ordinance
or law regulating the reconstruction or replacement of any undamaged sections of
the Premises required to be demolished or removed by reason of the enforcement
of any building, zoning, safety or land use laws as the result of a covered
cause of loss.  Said policy or policies shall also contain an agreed valuation
provision in lieu of any coinsurance clause, waiver of subrogation, and
inflation guard protection causing an increase in the annual property insurance
coverage amount by a factor of not less than the adjusted U.S. Department of
Labor Consumer Price Index for All Urban Consumers for the city nearest to where
the Premises are located.  If such insurance coverage has a deductible clause,
the deductible amount shall not exceed $1,000 per occurrence, and Lessee shall
be liable for such deductible amount in the event of an Insured Loss, as defined
in Paragraph 9.1(c).

                 (b)   RENTAL VALUE.  The Insuring Party shall, in addition,
obtain and keep in force during the term of this Lease a policy or policies in
the name of Lessor, with loss payable to Lessor and Lender(s), insuring the loss
of the full rental and other charges payable by Lessee to Lessor under this
Lease for one (1) year (including all real estate taxes, insurance costs, and
any scheduled rental increases).  Said insurance shall provide that in the event
the Lease is terminated by reason of an insured loss, the period of indemnity
for such coverage shall be extended beyond the date of the completion of repairs
or replacement of the Premises, to provide for one full year's loss of rental
revenues from the date of any such loss.  Said Insurance shall contain an agreed
valuation provision in lieu of any coinsurance clause, and the amount of
coverage shall be adjusted annually to reflect the projected rental income,
property taxes, insurance premium costs and other expenses, if any, otherwise
payable by Lessee, for the next twelve (12) month period.  Lessee shall be
liable for any deductible amount in the event of such loss.

                 (d)   TENANT'S IMPROVEMENTS.  If the Lessor is the Insuring
Party, the Lessor shall not be required to insure Lessee Owned Alterations and
Utility Installations unless the item in question has become the property of
Lessor under the terms of this Lease.  If Lessee is the Insuring Party, the
policy carried by Lessee under this Paragraph 8.3 shall insure Lessee Owned
Alterations and Utility Installations.


                                          11


<PAGE>

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

           8.5   INSURANCE POLICIES.  Insurance required hereunder shall be in
companies duly licensed to transact business in the state where the Premises are
located, and maintaining during the policy term a "General Policyholders Rating"
of at least B+, V, or such other rating as may be required by a Lender having a
lien on the Premises, as set forth in the most current issue of "Best's
Insurance Guide."  Lessee shall not do or permit to be done anything which shall
invalidate the insurance policies referred to in this Paragraph 8.  If Lessee is
the Insuring Party, Lessee shall cause to be delivered to Lessor certified
copies of policies of such insurance or certificates evidencing the existence
and amounts of such insurance with the insureds and loss payable clauses as
required by this Lease.  No such policy shall be cancellable or subject to
modification except after thirty (30) days prior written notice to Lessor. 
Lessee shall at least thirty (30) days prior to the expiration of such policies,
furnish Lessor with evidence of renewals or "insurance binders" evidencing
renewal thereof, or Lessor may order such insurance and charge the cost thereof
to Lessee, which amount shall be payable by Lessee to Lessor upon demand.  If
the Insuring Party shall fail to procure and maintain the insurance required to
be carried by the Insuring Party under this Paragraph 8, the other Party may,
but shall not be required to, procure and maintain the same, but at Lessee's
expense.

           8.6   WAIVER OF SUBROGATION.  Without affecting any other rights or
remedies, Lessee and Lessor ("WAIVING PARTY") each hereby release and relieve
the other, and waive their entire right to recover damages (whether in contract
or in tort) against the other, for loss of or damage to the Waiving Party's
property arising out of or incident to the perils required to be insured against
under Paragraph 8.  The effect of such releases and waivers of the right to
recover damages shall not be limited by the amount of insurance carried or
required, or by any deductibles applicable thereto.

           8.7   INDEMNITY.  Except for Lessor's negligence and/or breach of
express warranties, Lessee shall indemnify, protect, defend and hold harmless
the Premises, Lessor and its agents, Lessor's master or ground lessor, partners
and Lenders, from and against any and all claims, loss of rents and/or damages,
costs, liens, judgments, penalties, permits, attorney's and consultant's fees,
expenses and/or liabilities arising out of, involving, or in dealing with, the
occupancy of the Premises by Lessee, the conduct of Lessee's business, any act,
omission or neglect of Lessee, its agents, contractors, employees or invitees,
and out of any Default or Breach by Lessee in the performance in a timely manner
of any obligation on Lessee's part to be performed under this Lease.  The
foregoing shall include, but not be limited to, the defense 


                                          12


<PAGE>

or pursuit of any claim or any action or proceeding involved therein, and
whether or not (in the case of claims made against Lessor) litigated and/or
reduced to judgment, and whether well founded or not.  In case any action or
proceeding be brought against Lessor by reason of any of the foregoing matters,
Lessee upon notice from Lessor shall defend the same at Lessee's expense by
counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee
in such defense.  Lessor need not have first paid any such claim in order to be
so indemnified.

           8.8   EXEMPTION OF LESSOR FROM LIABILITY.  Lessor shall not be
liable for injury or damage to the person or goods, wares, merchandise or other
property of Lessee, Lessee's employees, contractors, invitees, customers, or any
other person in or about the Premises, whether such damage or injury is caused
by or results from fire, steam, electricity, gas, water or rain, or from the
breakage, leakage, obstruction or other defects of pipes, fire sprinklers,
wires, appliances, plumbing, air conditioning or lighting fixtures, or from any
other cause, whether the said injury or damage results from conditions arising
upon the Premises or upon other portions of the building of which the Premises
are a part, or from other sources or places, and regardless of whether the cause
of such damage or injury or the means of repairing the same is accessible or
not.  Lessor shall not be liable for any damages arising from any act or neglect
of any other tenant of Lessor.  Notwithstanding Lessor's negligence or breach of
this Lease, Lessor shall under no circumstances be liable for injury to Lessee's
business or for any loss of income or profit therefrom.

9.   DAMAGE OR DESTRUCTION.

           9.1   DEFINITIONS.

                 (a)   "PREMISES PARTIAL DAMAGE" shall mean damage or
destruction to the improvements on the Premises, other than Lessee Owned
Alterations and Utility Installations, the repair cost of which damage or
destruction is less than 50% of the then Replacement Cost of the Premises
immediately prior to such damage or destruction, excluding from such calculation
the value of the land and Lessee Owned Alterations and Utility Installations.

                 (b)   "PREMISES TOTAL DESTRUCTION" shall mean damage or
destruction to the Premises, other than Lessee Owned Alterations and Utility
Installations the repair cost of which damage or destruction is 50% or more of
the then Replacement Cost of the Premises immediately prior to such damage or
destruction, excluding from such calculation the value of the land and Lessee
Owned Alterations and Utility Installations.

                 (c)   "INSURED LOSS" shall mean damage or destruction to
improvements on the Premises, other than Lessee Owned Alterations and Utility
Installations, which was caused by an event required to be covered by the
insurance described in Paragraph 8.3(a), irrespective of any deductible amounts
or coverage limits involved.

                 (d)   "REPLACEMENT COST" shall mean the cost to repair or
rebuild the improvements owned by Lessor at the time of the occurrence to their
condition existing immediately prior thereto, including demolition, debris
removal and upgrading required by the 

                                          13


<PAGE>

operation of applicable building codes, ordinances or laws, and without
deduction for depreciation.

                 (e)   "HAZARDOUS SUBSTANCE CONDITION" shall mean the
occurrence or discovery of a condition involving the presence of, or a
contamination by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on,
or under the Premises.

           9.2   PARTIAL DAMAGE-INSURED LOSS.  If a Premises Partial Damage 
that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, 
repair such damage (but not Lessee's Trade Fixtures or Lessee Owned 
Alterations and Utility Installations) as soon as reasonably possible and 
this Lease shall continue in full force and effect; provided, however, that 
Lessee shall, at Lessor's election, make the repair of any damage or 
destruction the total cost to repair of which is $10,000 or less, and, in 
such event, Lessor shall make the insurance proceeds available to Lessee on a 
reasonable basis for that purpose. Notwithstanding the foregoing, if the 
required insurance was not in force or the insurance proceeds are not 
sufficient to effect such repair, the Insuring Party shall promptly 
contribute the shortage in proceeds (except as to the deductible which is 
Lessee's responsibility) as and when required to complete said repairs. In 
the event, however, the shortage in proceeds was due to the fact that, by 
reason of the unique nature of the improvements, full replacement cost 
insurance coverage was not commercially reasonable and available, Lessor 
shall have no obligation to pay for the shortage in insurance proceeds or to 
fully restore the unique aspects of the Premises unless Lessee provides 
Lessor with the funds to cover same, or adequate assurance thereof, within 
ten (10) days following receipt of written notice of such shortage and 
request therefor.  If Lessor receives said funds or adequate assurance 
thereof within said ten (10) day period, the party responsible for making the 
repairs shall complete them as soon as reasonably possible and this Lease 
shall remain in full force and effect.  If Lessor does not receive such funds 
or assurance within said period, Lessor may nevertheless elect by written 
notice to Lessee within ten (10) days thereafter to make such restoration and 
repair as is commercially reasonable with Lessor paying any shortage in 
proceeds, in which case this Lease shall remain in full force and effect.  If 
in such case Lessor does not so elect, then this Lease shall terminate sixty 
(60) days following the occurrence of the damage or destruction.  Unless 
otherwise agreed, Lessee shall in no event have any right to reimbursement 
from lessor for any funds contributed by Lessee to repair any such damage or 
destruction.  Premises Partial Damage due to flood or earthquake shall be 
subject to Paragraph 9.3 rather than Paragraph 9.2, notwithstanding that 
there may be some insurance coverage, but the net proceeds of any such 
insurance shall be made available for the repairs if made by either Party.

           9.3   PARTIAL DAMAGE - UNINSURED LOSS.  If a Premises Partial Damage
that is not an Insured Loss occurs, unless caused by a negligent or willful act
of Lessee (in which event Lessee shall make the repairs at Lessee's expense and
this Lease shall continue in full force and effect, but subject to Lessor's
rights under Paragraph 13).  Lessor may at Lessor's option, either: (i) repair
such damage as soon as reasonably possible at Lessor's expense, in which event
this Lease shall continue in full force and effect, or (ii) give written notice
to Lessee within thirty (30) days after receipt by Lessor of knowledge of the
occurrence of such damage of Lessor's desire to terminate this Lease as of the
date sixty (60) days following the giving of such 

                                          14


<PAGE>

notice.  In the event Lessor elects to give such notice of Lessor's intention to
terminate this Lease, Lessee shall have the right within ten (10) days after the
receipt of such notice to give written notice to Lessor of Lessee's commitment
to pay for the repair of such damage totally at Lessee's expense and without
reimbursement from Lessor.  Lessee shall provide Lessor with the required funds
or satisfactory assurance thereof within thirty (30) days following Lessee's
said commitment.  In such event this Lease shall continue in full force and
effect, and Lessor shall proceed to make such repairs as soon as reasonably
possible and the required funds are available.  If Lessee does not give such
notice and provide the funds or assurance thereof within the times specified
above, this Lease shall terminate as of the date specified in Lessor's notice of
termination.

           9.4   TOTAL DESTRUCTION.  Notwithstanding any other provision
hereof, if a Premises Total Destruction occurs (including any destruction
required by any authorized public authority), this Lease shall terminate sixty
(60) days following the date of such Premises Total Destruction, whether or not
the damage or destruction is an Insured Loss or was caused by a negligent or
willful act of Lessee.  In the event, however, that the damage or destruction
was caused by Lessee, Lessor shall have the right to recover Lessor's damages
from Lessee except as released and waived in Paragraph 8.6.

           9.5   DAMAGE NEAR END OF TERM.  If at any time during the last six
(6) months of the term of this Lease there is damage for which the cost to
repair exceeds one (1) month's Base Rent, whether or not an Insured Loss, Lessor
may, at Lessor's option, terminate this Lease effective sixty (60) days
following the date of occurrence of such damage by giving written notice to
Lessee of Lessor's election to do so within thirty (30) days after the date of
occurrence of such damage.  Provided, however, if Lessee at that time has an
exercisable option to extend this Lease or to purchase the Premises, then Lessee
may preserve this Lease by, within twenty (20) days following the occurrence of
the damage, or before the expiration of the time provided in such option for its
exercise, whichever is earlier ("EXERCISE PERIOD"), (i) exercising such option
and (ii) providing Lessor with any shortage in insurance proceeds (or adequate
assurance thereof) needed to make the repairs.  If Lessee duly exercises such
option during said Exercise Period and provides Lessor with funds (or adequate
assurance thereof) to cover any shortage in insurance proceeds, Lessor shall at
Lessor's expense repair such damage as soon as reasonably possible and this
Lease shall continue in full force and effect.  If Lessee fails to exercise such
option and provide such funds or assurance during said Exercise Period, then
Lessor may at Lessor's option terminate this Lease as of the expiration of said
sixty (60) day period following the occurrence of such damage by giving written
notice to Lessee of Lessor's election to do so within ten (10) days after the
expiration of the Exercise Period, notwithstanding any term or provision in the
grant of option to the contrary.

           9.6   ABATEMENT OF RENT; LESSEE'S REMEDIES.

                 (a)   In the event of damage described in Paragraph 9.2
(Partial Damage-Insured), whether or not Lessor or Lessee repairs or restores
the Premises, the Base Rent, Real Property Taxes, insurance premiums, and other
charges, if any, payable by Lessee hereunder for the period during which such
damage, its repair or the restoration continues, shall be abated 

                                          15


<PAGE>

in proportion to the degree to which Lessee's use of the Premises is impaired. 
Except for abatement of Base Rent, Real Property Taxes, insurance premiums, and
other charges, if any, as aforesaid, all other obligations of Lessee hereunder
shall be performed by Lessee, and Lessee shall have no claim against Lessor for
any damage suffered by reason of any such repair or restoration.

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

           9.7   HAZARDOUS SUBSTANCE CONDITIONS. If a Hazardous Substance
Condition occurs, unless Lessee is legally responsible therefor (in which case
Lessee shall make the investigation and remediation thereof required by
Applicable Law and this Lease shall continue in full force and effect, but
subject to Lessor's rights under Paragraph 13), Lessor may at Lessor's option
either (i) investigate and remediate such Hazardous Substance Condition, if
required, as soon as reasonably possible at Lessor's expense, in which event
this Lease shall continue in full force and effect, or (ii) if the estimated
cost to investigate and remediate such condition exceeds twelve (12) times the
then monthly Base Rent or $100,000, whichever is greater, give written notice to
Lessee within thirty (30) days after receipt by Lessor of knowledge of the
occurrence of such Hazardous Substance Condition of Lessor's desire to terminate
this Lease as of the date ninety (90) days following the giving of such notice. 
In the event Lessor elects to give such notice of Lessor's intention to
terminate this Lease, Lessee shall have the right within ten (10) days after the
receipt of such notice to give written notice to Lessor of Lessee's commitment
to pay for the investigation and remediation of such Hazardous Substance
Condition totally at Lessee's expense and without reimbursement from Lessor
except to the extent of an amount equal to twelve (12) times the then monthly
Base Rent or $100,000, whichever is greater.  Lessee shall provide Lessor with
the funds required of Lessee or satisfactory assurance thereof within thirty
(30) days following Lessee's said commitment.  In such event this Lease shall
continue in full force and effect, and Lessor shall proceed to make such
investigation and remediation as soon as reasonably possible and the required
funds are available.  If Lessee does not give such notice and provide the
required funds or assurance thereof within the times specified above, this Lease
shall terminate as of the date specified in Lessor's notice of termination. If a
Hazardous Substance Condition occurs for which Lessee is not legally
responsible, there shall be abatement of Lessee's obligations under this Lease
to the same extent as provided in Paragraph 9.6(a) for a period of not to exceed
twelve (12) months.


                                          16


<PAGE>

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

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

10.  REAL PROPERTY TAXES.

           10.1  (a) PAYMENT OF TAXES.  Lessee shall pay the Real Property 
Taxes, as defined in Paragraph 10.2, applicable to the Premises during the 
term of this Lease.  Subject to Paragraph 10.1(b), all such payments shall be 
made at least ten (10) days prior to the delinquency date of the applicable 
installment. Lessee shall promptly furnish Lessor with satisfactory evidence 
that such taxes have been paid.  If any such taxes to be paid by Lessee shall 
cover any period of time prior to or after the expiration or earlier 
termination of the term hereof, Lessee's share of such taxes shall be 
equitably prorated to cover only the period of time within the tax fiscal 
year this Lease is in effect, and Lessor shall reimburse Lessee for any 
overpayment after such proration.  If Lessee shall fail to pay any Real 
Property Taxes required by this Lease to be paid by Lessee, Lessor shall have 
the right to pay the same, and Lessee shall reimburse Lessor therefor upon 
demand.

                 (b)   ADVANCE PAYMENT.  In order to insure payment when due
and before delinquency of any or all Real Property Taxes, Lessor reserves the
right, at Lessor's option, to estimate the current Real Property Taxes
applicable to the Premises, and to require such current year's Real Property
Taxes to be paid in advance to Lessor by Lessee, (i) in a lump sum amount equal
to the installment due, at least twenty (20) days prior to the applicable
delinquency date.  When the actual amount of the applicable tax bill is known,
the amount of such equal monthly advance payment shall be adjusted as required
to provide the fund needed to pay the applicable taxes before delinquency.  If
the amounts paid to Lessor by Lessee under the provisions of this Paragraph are
insufficient to discharge the obligations of Lessee to pay such Real Property
Taxes as the same become due, Lessee shall pay to Lessor, upon Lessor's demand,
such additional sums as are necessary to pay such obligations.  All moneys paid
to Lessor under this Paragraph may be intermingled with other moneys of Lessor
and shall not bear interest.  In the event of a Breach by Lessee in the
performance of the obligations of Lessee under this Lease, then any balance of
funds paid to Lessor under the provisions of this Paragraph may, subject to
proration as provided in Paragraph 10.1(a), at the option of Lessor, be treated
as an additional Security Deposition under Paragraph 5.

           10.2  DEFINITION OF "REAL PROPERTY TAXES."  As used herein, the term
"REAL PROPERTY TAXES" shall include any form of real estate tax or assessment,
general, special, ordinary or extraordinary, and any license fee, commercial
rental tax, improvement bond or 

                                          17


<PAGE>

bonds, levy or tax (other than inheritance, personal income or estate taxes)
imposed upon the Premises by any authority having the direct or indirect power
to tax, including any city, state or federal government, or any school,
agricultural, sanitary, fire, street, drainage or other improvement district
thereof, levied against any legal or equitable interest of Lessor in the
Premises or in the real property of which the Premises are a part, Lessor's
right to rent or other income therefrom, and/or Lessor's business of leasing the
Premises.  The term "REAL PROPERTY TAXES" shall also include any tax, fee, levy,
assessment or charge, or any increase therein, imposed by reason of events
occurring, or changes in applicable law taking effect, during the term of this
Lease, including but not limited to a change in the ownership of the Premises or
in the improvements thereon, the execution of this Lease, or any modification,
amendment or transfer thereof, and whether or not contemplated by the Parties.

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

           10.4  PERSONAL PROPERTY TAXES.  Lessee shall pay prior to
delinquency all taxes assessed against and levied upon Lessee Owned Alterations,
Utility Installations, Trade Fixtures, furnishings, equipment and all personal
property of Lessee contained in the Premises or elsewhere.  When possible,
Lessee shall cause its Trade Fixtures, furnishings, equipment and all other
personal property to be assessed and billed separately from the real property of
Lessor.  If any of Lessee's said personal property shall be assessed with
Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee
within ten (10) days after receipt of a written statement setting forth the
taxes applicable to Lessee's property or, at Lessor's option, as provided in
Paragraph 10.1(b).

11.  UTILITIES.  Lessee shall pay for all water, gas, heat, light, power,
telephone, trash disposal and other utilities and services supplied to the
Premises, together with any taxes thereon.  If any such services are not
separately metered to Lessee, Lessee shall pay a reasonable proportion, to be
determined by Lessor of all charges jointly metered with other premises.

12.  ASSIGNMENT AND SUBLETTING.

           12.1  LESSOR'S CONSENT REQUIRED.

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

                 (c)   The involvement of Lessee or its assets in any
transaction, or series of transactions (by way of merger, sale, acquisition,
financing, refinancing, transfer, leveraged 

                                          18


<PAGE>

buy-out or otherwise), whether or not a formal assignment or hypothecation of
this Lease or Lessee's assets occurs, which results or will result in a
reduction of the Net Worth of Lessee, as hereinafter defined, by an amount equal
to or greater than twenty-five percent (25%) of such Net Worth of Lessee as it
was represented to Lessor at the time of the execution by Lessor of this Lease
or at the time of the most recent assignment to which Lessor has consented, or
as it exists immediately prior to said transaction or transactions constituting
such reduction, at whichever time said Net Worth of Lessee was or is greater,
shall be considered an assignment of this Lease by Lessee to which Lessor may
reasonably withhold its consent.  "NET WORTH OF LESSEE" for purposes of this
Lease shall be the net worth of Lessee (excluding any guarantors) established
under generally accepted accounting principles consistently applied.

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

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

           12.2  TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

                 (a)   Regardless of Lessor's consent, any assignment or
subletting shall not: (i) be effective without the express written assumption by
such assignee or sublessee of the obligations of Lessee under this Lease, (ii)
release Lessee of any obligations hereunder, or (iii) alter the primary
liability of Lessee for the payment of Base Rent and other sums due Lessor
hereunder or for the performance of any other obligations to be performed by
Lessee under this Lease.


                                          19


<PAGE>

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

                 (c)   The consent of Lessor to any assignment or subletting
shall not constitute a consent to any subsequent assignment or subletting by
Lessee or to any subsequent or successive assignment or subletting by the
sublessee.  However, Lessor may consent to subsequent sublettings and
assignments of the sublease or any amendments or modifications thereto without
notifying Lessee or anyone else liable on the Lease or sublease and without
obtaining their consent, and such action shall not relieve such persons from
liability under this Lease or sublease.

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

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

                 (f)   Any assignee of, or sublessee under, this Lease shall,
by reason of accepting such assignment or entering into such sublease, be
deemed, for the benefit of Lessor, to have assumed and agreed to conform and
comply with each an every term, covenant, condition and obligation herein to be
observed or performed by Lessee during the term of said assignment or sublease,
other than such obligations as are contrary to or inconsistent with provisions
of an assignment or sublease to which Lessor has specifically consented in
writing.

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

                 (a)   Lessee hereby assigns and transfers to Lessor all of
Lessee's interest in all rentals and income arising from any sublease of all or
a portion of the Premises heretofore or hereafter made by Lessee, and Lessor may
collect such rent and income and apply same toward Lessee's obligations under
this Lease; provided, however, that until a Breach (as defined in Paragraph
13.1) shall occur in the performance of Lessee's obligations under this Lease. 
Lessee may, except as otherwise provided in this Lease, receive, collect and
enjoy the 

                                          20


<PAGE>

rents accruing under such sublease.  Lessor shall not, by reason of this or any
other assignment of such sublease to Lessor, nor by reason of the collection of
the rents from a sublessee, be deemed liable to the sublessee for any failure of
Lessee to perform and comply with any of Lessee's obligations to such sublessee
under such sublease.  Lessee hereby irrevocably authorizes and directs any such
sublessee, upon receipt of a written notice from Lessor stating that a Breach
exists in the performance of Lessee's obligations under this Lease, to pay to
Lessor the rents and other charges due and to become due under the sublease. 
Sublessee shall rely upon any such statement and request from Lessor and shall
pay such rents and other charges to Lessor without any obligation or right to
inquire as to whether such Breach exists and notwithstanding any notice from or
claim from Lessee to the contrary.  Lessee shall have no right or claim against
such sublessee, or, until the Breach has been cured, against Lessor, for any
such rents and other charges so paid by said sublessee to Lessor.

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

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

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

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

13.  DEFAULT; BREACH; REMEDIES.

           13.1  DEFAULT; BREACH.  Lessor and Lessee agree that if an 
attorney is consulted by Lessor in connection with a Lessee Default or Breach 
(as hereinafter defined), and that Lessor may include the cost of such 
services and costs in said notice as rent due and payable to cure said 
Default.  A "DEFAULT" is defined as a failure by the Lessee to observe, 
comply with or perform any of the terms, covenants, conditions or rules 
applicable to Lessee under this Lease. A "*BREACH" is defined as the 
occurrence of any one or more of the following Defaults, and, where a grace 
period for cure after notice is specified herein, the failure by Lessee to 
cure 

________________
*    after Lessee's receipt of written notice of such Default with sufficient
specificity to identify the nature of such Default.

                                          21


<PAGE>

such Default prior to the expiration of the applicable grace period, shall
entitle Lessor to pursue the remedies set forth in Paragraphs 13.2 and/or 13.3:

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

                 (b)   Except as expressly otherwise provided in this Lease,
the failure by Lessee to make any payment of Base Rent or any other monetary
payment required to be made by Lessee hereunder, whether to Lessor or to a third
party, as and when due, the failure by Lessee to provide Lessor with reasonable
evidence of insurance or surety bond required under this Lease, or the failure
of Lessee to fulfill any obligation under this Lease which endangers or
threatens life or property, where such failure continues for a period of three
(3) days following written notice thereof by or on behalf of Lessor to Lessee.

                 (c)   Except as expressly otherwise provided in this Lease,
the failure by Lessee to provide Lessor with reasonable written evidence (in
duly executed original form, if applicable) of (i) compliance with Applicable
Law per Paragraph 6.3, (ii) the inspection, maintenance and service contracts
required under Paragraph 7.1(b), (iii) the rescission of an unauthorized
assignment or subletting per Paragraph 12.1(b), (iv) a Tenancy Statement per
Paragraphs 16 or 37, (v) the subordination or non-subordination of this Lease
per Paragraph 30, (vi) the guaranty of the performance of Lessee's obligations
under this Lease if required under Paragraphs 1.11 and 37, (vii) the execution
of any document requested under Paragraph 42 (easements), or (viii) any other
documentation or information which Lessor may reasonably require of Lessee under
the terms of this Lease, where any such failure continues for a period of ten
(10) days following written notice by or on behalf of Lessor to Lessee.

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

                 (e)   The occurrence of any of the following events:  (i) 
The making by lessee of any general arrangement or assignment for the benefit 
of creditors; (ii) Lessee's becoming a "debtor" as defined in 11 U.S.C. 
Section 101 or any successor statute thereto (unless, in the case of a 
petition filed against Lessee, the same is dismissed within sixty (60) days; 
(iii) the appointment of a trustee or receiver to take possession of 
substantially all of Lessee's assets located at the Premises or of Lessee's 
interest in this Lease, where possession is not restored to Lessee within 
thirty (30) days; or (iv) the attachment, execution or other judicial seizure 
of substantially all of Lessee's assets located at the Premises or of 
Lessee's interest in this Lease, where such seizure is not discharged within 
thirty (30) days; provided, however, in the event 

                                          22


<PAGE>

that any provision of this subparagraph (e) is contrary to any applicable law,
such provision shall be of no force or effect, and not affect the validity of
the remaining provisions.

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

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

                 (a)   Terminate Lessee's right to possession of the Premises
by any lawful means, in which case this Lease and the term hereof shall
terminate and Lessee shall immediately surrender possession of the Premises to
Lessor.  In such event Lessor shall be entitled to recover from Lessee:  (i) the
worth at the time of the award of the unpaid rent which had been earned at the
time of termination; (ii) the worth at the time of award of the amount by which
the unpaid rent which would have been earned after termination until the time of
award exceeds the amount of such rental loss that the Lessee proves could have
been reasonably avoided; (iii) the worth at the time of award of the amount by
which the unpaid rent for the balance of the term after the time of award
exceeds the amount of such rental loss that the Lessee proves could be
reasonably avoided; and (iv) any other amount necessary to compensate Lessor for
all the detriment proximately caused by the Lessee's failure to perform its
obligations under this Lease or which in the ordinary course of things would be
likely to result therefrom, including but not limited to the cost of recovering
possession of the Premises, expenses of reletting, including necessary
renovation and alteration of the Premises, reasonable attorneys' fees, and that
portion of the leasing commission paid by Lessor applicable to the unexpired
term of this Lease.  The worth at the time of award of the amount referred to in
provision (iii) of the prior sentence shall be 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%).  Efforts by Lessor to mitigate damages
caused by Lessee's Default or Breach of this Lease shall not waive Lessor's
right to recover damages under this Paragraph.  If termination of this Lease is
obtained through the provisional remedy of unlawful detainer, Lessor shall have
the right to recover in such proceeding the unpaid rent and damages as are
recoverable therein, or Lessor may reserve therein the right to recover all or
any part thereof in a separate suit for such rent and/or damages.  If a notice
and grace period required under subparagraphs 13.1(b), (c) or (d) was not
previously given, a notice to pay rent or quit, or to perform or quit, as the
case may be, given to Lessee under any statute authorizing the forfeiture of
leases for unlawful detainer shall also 

                                          23


<PAGE>

constitute the applicable notice for grace period purposes required by
subparagraphs 13.1(b), (c) or (d).  In such case, the applicable grace period
under subparagraphs 13.1(b), (c) or (d) and under the unlawful detainer statute
shall run concurrently after the one such statutory notice, and the failure of
Lessee to cure the Default within the greater of the two such grace periods
shall constitute both an unlawful detainer and a Breach of this Lease entitling
Lessor to the remedies provided for in this Lease and/or by said statute.

                 (b)   Continue the Lease and Lessee's right to possession in
effect (in California under California Civil Code Section 1951.4) after Lessee's
Breach and abandonment and recover the rent as it becomes due, provided Lessee
has the right to sublet or assign, subject only to reasonable limitations.  See
Paragraphs 12 and 36 for the limitations on assignment and subletting which
limitations Lessee and Lessor agree are reasonable.  Acts of maintenance or
preservation, efforts to relet the Premises, or the appointment of a receiver to
protect the Lessor's interest under the Lease, shall not constitute a
termination of the Lessee's right to possession.

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

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

           13.3  INDUCEMENT RECAPTURE IN EVENT OF BREACH.  Any agreement by
Lessor for free or abated rent or other charges applicable to the Premises, or
for the giving or paying by Lessor to or for Lessee of any cash or other bonus,
inducement or consideration for Lessee's entering into this Lease, all of which
concessions are hereinafter referred to as "INDUCEMENT PROVISIONS," shall be
deemed conditioned upon Lessee's full and faithful performance of all of the
terms, covenants and conditions of this Lease to be performed or observed by
Lessee during the term hereof as the same may be extended.  Upon the occurrence
of a Breach of this Lease by Lessee, as defined in Paragraph 13.1, any such
inducement Provision shall automatically be deemed deleted from this Lease and
of no further force or effect, and any rent, other charge, bonus, inducement or
consideration theretofore abated, given or paid by Lessor under such an
Inducement Provision shall be immediately due and payable by Lessee to Lessor,
and recoverable by Lessor as additional rent due under this Lease,
notwithstanding any subsequent cure of said Breach by Lessee.  The acceptance by
Lessor of rent or the cure of the Breach which initiated the operation of this
Paragraph shall not be deemed a waiver by Lessor of the provisions of this
Paragraph unless specifically so stated in writing by Lessor at the time of such
acceptance.

           13.4  LATE CHARGES.  Lessee hereby acknowledges that late payment by
Lessee to Lessor of rent and other sums due hereunder will cause Lessor to incur
costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain.  Such costs include, but are not limited to,
processing and accounting charges, and late charges which may 


                                          24


<PAGE>

be imposed upon Lessor by the terms of any ground lease, mortgage or trust deed
covering the Premises.  Accordingly, if any installment of rent or any other sum
due from Lessee shall not be received by Lessor or Lessor's designee within ten
(10) days after such amount shall be due, then, without any requirement for
notice to Lessee, Lessee shall pay to Lessor a late charge equal to six percent
(6%) of such overdue amount.  The parties hereby agree that such late charge
represents a fair and reasonable estimate of the costs Lessor will incur by
reason of late payment by Lessee.  Acceptance of such late charge by Lessor
shall in no event constitute a waiver of Lessee's Default or Breach with respect
to such overdue amount, nor prevent Lessor from exercising any of the other
rights and remedies granted hereunder.

           13.5  BREACH BY LESSOR.  Lessor shall not be deemed in breach of
this Lease unless Lessor fails within a reasonable time to perform an obligation
required to be performed by Lessor.  For purposes of this Paragraph 13.5, a
reasonable time shall in no event be less than thirty (30) days after receipt by
Lessor, and by the holders of any ground lease, mortgage or deed of trust
covering the Premises whose name and address shall have been furnished Lessee in
writing for such purpose, of written notice specifying wherein such obligation
of Lessor has not been performed; provided, however, that if the nature of
Lessor's obligation is such that more than thirty (30) days after such notice
are reasonably required for its performance, then Lessor shall not be in breach
of this Lease if performance is commenced within such thirty (30) day period and
thereafter diligently pursued to completion.

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


                                          25


<PAGE>

the condemning authority.  Lessee shall be responsible for the payment of any 
amount in excess of such net severance damages required to complete such 
repair.

15.  BROKER'S FEE.

           15.1  The Brokers named in Paragraph 1.10 are the procuring causes
of this Lease.

           15.2  Upon execution of this Lease by both Parties, Lessor shall pay
to said Brokers jointly, or in such separate shares as they may mutually
designate in writing, a fee as set forth in a separate written agreement between
Lessor and said Brokers (or in the event there is no separate written agreement
between Lessor and said Brokers, the sum of $______________) for brokerage
services rendered to said Brokers to Lessor in this transaction.

           15.5  Lessee and Lessor each represent and warrant to the other that
it has had no dealings with any person, firm, broker or finder (other than the
Brokers, if any named in Paragraph 1.10) in connection with the negotiation of
this Lease and/or the consummation of the transaction contemplated hereby, and
that no broker or other person, firm or entity other than said named Brokers is
entitled to any commission or finder's fee in connection with said transaction. 
Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold
the other harmless from and against liability for compensation or charges which
may be claimed by any such unnamed broker, finder or other similar party by
reason of any dealings or actions of the indemnifying Party, including any
costs, expenses, attorneys' fees reasonably incurred with respect thereto.

           15.6  Lessor and Lessee hereby consent to and approve all agency
relationships, including any dual agencies, indicated in Paragraph 1.10.

16.  TENANCY STATEMENT.

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

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


                                          26


<PAGE>

17.  LESSOR'S LIABILITY.  The term "LESSOR" as used herein shall mean the owner
or owners at the time in question of the fee title to the Premises, or, if this
is a sublease, of the Lessee's interest in the prior lease.  In the event of a
transfer of Lessor's title or interest in the Premises or in this Lease, Lessor
shall deliver to the transferee or assignee (in cash or by credit) any unused
Security Deposit held by Lessor at the time of such transfer or assignment. 
Except as provided in Paragraph 15, upon such transfer or assignment and
delivery of the Security Deposit, as aforesaid, the prior Lessor shall be
relieved of all liability with respect to the obligations and/or covenants under
this Lease thereafter to be performed by the Lessor.  Subject to the foregoing,
the obligations and/or covenants in this Lease to be performed by the Lessor
shall be binding only upon the Lessor as hereinabove defined.

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

19.  INTEREST ON PAST-DUE OBLIGATIONS.  Any monetary payment due Lessor
hereunder, other than late charges, not received by Lessor within thirty (30)
days following the date on which it was due, shall bear interest from the
thirty-first (31st) day after it was due at the rate of 12% per annum, but not
exceeding the maximum rate allowed by law, in addition to the late charge
provided for in Paragraph 13.4.

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

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

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

23.  NOTICES.

           23.1  All notices required or permitted by this Lease shall be in
writing and may be delivered in person (by hand or by messenger or courier
service) or may be sent by regular, certified or registered mail or U.S. Postal
Service Express Mail, with postage prepaid, or by facsimile transmission, and
shall be deemed sufficiently given if served in a manner specified in this
Paragraph 23.  The addresses noted adjacent to a Party's signature on this Lease
shall be that Party's address for delivery or mailing of notice purposes. 
Either Party may by written notice to the other specify a different address for
notice purposes, except that upon Lessee's taking possession of the Premises,
the Premises shall constitute Lessee's address for the purpose 


                                          27


<PAGE>

of mailing or delivering notices to Lessee.  A copy of all notices required or
permitted to be given to Lessor hereunder shall be concurrently transmitted to
such party or parties at such addresses as Lessor may from time to time
hereafter designate by written notice to Lessee.

           23.2  Any notice sent by registered or certified mail, return
receipt requested, shall be deemed given on the date of delivery shown on the
receipt card, or if no delivery date is shown, the postmark thereon.  If sent by
regular mail the notice shall be deemed given forty-eight (48) hours after the
same is addressed as required herein and mailed with postage prepaid.  Notices
delivered by United States Express Mail or overnight courier that guarantees
next day delivery shall be deemed given twenty-four (24) hours after delivery of
the same to the United States Postal Service or courier.  If any notice is
transmitted by facsimile transmission or similar means, the same shall be deemed
served or delivered upon telephone confirmation of receipt of the transmission
thereof, provided a copy is also delivered via delivery or mail.  If notice is
received on a Sunday or legal holiday, it shall be deemed received on the next
business day.

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

25.  RECORDING.  Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a short form memorandum of this
Lease for recording purposes.  The Party requesting recordation shall be
responsible for payment of any fees or taxes applicable thereto.

26.  NO RIGHT TO HOLDOVER.  Lessee has no right to retain possession of the
Premises or any part thereof beyond the expiration or earlier termination of
this Lease.

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

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


                                          28


<PAGE>

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

30.  SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

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

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

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

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


                                          29


<PAGE>

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

32.  LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS.  Lessor and Lessor's agents
shall have the right to enter the Premises at any time, in the case of an
emergency, and otherwise at reasonable times on no less than 24 hours advanced
written notice for the purpose of showing the same to prospective purchasers,
lenders, or lessees, and making such alterations, repairs, improvements or
additions to the Premises or to the building of which they are a part, as Lessor
may reasonably deem necessary.  Lessor may at any time place on or about the
Premises or building any ordinary "For Sale" signs and Lessor may at any time
during the last one hundred twenty (120) days of the term hereof place on or
about the Premises any ordinary "For Lease" signs.  All such activities of
Lessor shall be without abatement of rent or liability to Lessee.

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

34.  SIGNS.  Lessee shall not place any sign upon the Premises, except that
Lessee may, with Lessor's prior written consent, install (but not on the roof)
such signs as are reasonably required to advertise Lessee's own business.  The
installation of any sign on the Premises by or for Lessee shall be subject to
the provisions of Paragraph 7 (Maintenance, Repairs, Utility Installations,
Trade Fixtures and Alterations).  Unless otherwise expressly agreed herein,
during the last ninety (90) days of the lease term, Lessor reserves all rights
to install, and all revenues from the installation of, such advertising signs on
the Premises, as do not unreasonably interfere with the conduct of Lessee's
business.

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


                                          30


<PAGE>

make a written election to the contrary by written notice to the holder of any
such lesser interest, shall constitute Lessor's election to have such event
constitute the termination of such interest.

36.  CONSENTS.

           (a)   Except for Paragraph 33 hereof (Auctions) or as otherwise
provided herein, wherever in this Lease the consent of a Party is required to an
act by or for the other Party, such consent shall not be unreasonably withheld
or delayed.  Lessor's actual reasonable costs and expenses (including but not
limited to architects', attorneys', engineers' or other consultants' fees)
incurred in the consideration of, or response to, a request by Lessee for any
Lessor consent pertaining to this Lease or the Premises, including but not
limited to consents to an assignment, a subletting or the presence or use of a
Hazardous Substance, practice or storage tank, shall be paid by Lessee to Lessor
upon receipt of an invoice and supporting documentation therefor.  Subject to
Paragraph 12.2(e) (applicable to assignment or subletting), Lessor's consent to
any act, assignment of this Lease or subletting of the Premises by Lessee shall
not constitute an acknowledgement that no Default or Breach by Lessee of this
Lease exists, nor shall such consent be deemed a waiver of any then existing
Default or Breach, except as may be otherwise specifically stated in writing by
Lessor at the time of such consent.

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

37.  GUARANTOR.

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

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

38.  QUIET POSSESSION.  Upon payment by Lessee of the rent for the Premises and
the observance and performance of all of the covenants, conditions and
provisions on Lessee's part 

                                          31


<PAGE>

to be observed and performed under this Lease, Lessee shall have quiet
possession of the Premises for the entire term hereof subject to all of the
provisions of this Lease.

39.  OPTIONS.

           39.1  DEFINITION.  As used in this Paragraph 39 the word "OPTION"
has the following meaning:  (a) the right to extend the term of this Lease or to
renew this Lease or to extend or renew any lease that Lessee has on other
property of Lessor; (b) the right of first refusal to lease the Premises or the
right of first offer to lease the Premises or the right of first refusal to
lease other property of Lessor or the right of first offer to lease other
property of Lessor; (c) the right to purchase the Premises, or the right of
first refusal to purchase the Premises, or the right of first offer to purchase
the Premises, or the right to purchase other property of Lessor, or the right of
first refusal to purchase other property of Lessor, or the right of first offer
to purchase other property of Lessor.

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

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

           39.4  EFFECT OF DEFAULT ON OPTIONS.

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

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

                 (c)   All rights of Lessee under the provisions of an Option
shall terminate and be of no further force or effect, notwithstanding Lessee's
due and timely exercise of the Option, if, after such exercise and during the
term of this Lease, (i) Lessee fails to pay 

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<PAGE>

to Lessor a monetary obligation of Lessee for a period of thirty (30) days after
such obligation becomes due (without any necessity of Lessor to give notice
thereof to Lessee), or (ii) Lessor gives to Lessee three (3) or more notices of
Default under Paragraph 13.1 during any twelve (12) month period, whether or not
the Defaults are cured, or (iii) if Lessee commits a Breach of this Lease.

40.  MULTIPLE BUILDINGS.  If the Premises are part of a group of building
controlled by Lessor, Lessee agrees that it will abide by, keep and observe all
reasonable rules and regulations which Lessor may make from time to time for the
management, safety, care, and cleanliness of the grounds, the parking and
unloading of vehicles and the preservation of good order, as well as for the
convenience of other occupants or tenants of such other buildings and their
invitees, and that Lessee will pay its fair share of common expenses incurred in
connection therewith.

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

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

43.  PERFORMANCE UNDER PROTEST.  If at any time a dispute shall arise as to any
amount or sum of money to be paid by one Party to the other under the provisions
hereof, the Party against whom the obligation to pay the money is asserted shall
have the right to make payment "under protest" and such payment shall not be
regarded as a voluntary payment and there shall survive the right on the part of
said Party to institute suit for recovery of such sum.  If it shall be adjudged
that there was no legal obligation on the part of said Party to pay such sum or
any part thereof, said Party shall be entitled to recover such sum or so much
thereof as it was not legally required to pay under the provisions of this
Lease.

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

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


                                          33


<PAGE>

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

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

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

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

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


                                          34


<PAGE>

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

Executed at Garden Grove                 Executed at Fremont
           ------------------------                  ------------------------

on 10/4/94                               on 10/3/94  
   ---------------------------------        ---------------------------------

by LESSOR:                               by LESSEE:
     
Fujita California Partners III           Deanco, Acacia Division, a Delaware
------------------------------------     ------------------------------------
                                         corporation
------------------------------------     ------------------------------------

By /s/ John L. Paglassotti               By /s/ Bob Wehenkel
  -----------------------------------      ----------------------------------

Name Printed: John L. Paglassotti        Name Printed: Bob Wehenkel
             ------------------------                 -----------------------

Title: V. P.                             Title: 
           -------------------------           ------------------------------

By                                       By                                  
   ---------------------------------        ---------------------------------

Name Printed:                            Name Printed:           
            -----------------------                    ----------------------

Title:                                   Title:                        
     -------------------------------           ------------------------------

Address:                                 Address:                            
       -----------------------------             ----------------------------

Tel. No. (___)____  Fax No. (___)____    Tel. No. (   )      Fax No. (   ) 
          --- ----           --- ----              --- ----           --- ----

NOTICE:  These forms are often modified to meet changing requirements of law
         and industry needs.  Always write or call to make sure you are
         utilizing the most current form:  American Industrial Real Estate
         Association, 345 South Figueroa Street, Suite M-1, Los Angeles, CA
         90071. (213) 687-8777. Fax No. (213) 687-8616.


-C- COPYRIGHT 1990-BY AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION.  ALL RIGHTS
RESERVED.  NO PART OF THESE WORKS MAY BE REPRODUCED IN ANY FORM WITHOUT
PERMISSION IN WRITING.


                                          35


<PAGE>

ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE DATED SEPTEMBER
6, 1994 BETWEEN FUJITA CALIFORNIA PARTNERS III, A CALIFORNIA LIMITED
PARTNERSHIP, (LESSOR), AND DEANCO INC., ACACIA DIVISION A DELAWARE CORPORATION,
(LESSEE), FOR THE PROPERTY AT 3230 SCOTT BOULEVARD, SANTA CLARA, CALIFORNIA.
                                  PAGE ONE OF THREE

--------------------------------------------------------------------------------



49.  RENT:  December 15, 1994 thru March 14, 1995 monthly rent shall be $  0.00
             March 15, 1995 thru March 31, 1996 monthly rent shall be $21,931.52
              April 1, 1996 thru March 31, 1997 monthly rent shall be $22,352.22
              April 1, 1997 thru March 31, 1998 monthly rent shall be $23,195.70
              April 1, 1998 thru March 31, 1999 monthly rent shall be $23,617.44
              April 1, 1999 thru March 31, 2000 monthly rent shall be $24,039.18

50.  TENANT IMPROVEMENTS:  Prior to the commencement of the lease term, Lessor
agrees to complete, at its sole cost and expense, the following work of
improvement (hereinafter referred to as "Lessors Work").

           A.    The remodeling of the premises to provide for approximately
ten thousand square feet of office space, together with such other work as
described below.  All work with respect to such alterations shall be done in a
good and workmanlike manner, in compliance with all applicable laws, rules and
regulations applicable to the premises (including Title 24 modifications), and
in accordance with the Plans and Specifications approved by Lessee and attached
hereto as Exhibit "A".

           B.    To remove the tile mastic, roofing and other materials that
Lessor is aware of containing asbestos in the building improvements situated on
the premises.  Should tenant require any changes in the floorplan or materials
specified then tenant shall reimburse Lessor for any additional costs upon
completion or said additional costs shall be amortized over the term of the
lease at an interest rate of 8% per annum.

51.  CONDITION:  Notwithstanding Paragraph 2.2 Lessor hereby will be
responsible for any necessary repairs to the air-conditioning and heating
systems during the first twelve (12) months of the lease term.

52.  LESSOR'S OBLIGATION TO REPAIR AND MAINTAIN:  Section 7.2 of the Lease is
hereby amended to include the following:

           "7.2  LESSOR'S OBLIGATIONS:  Lessor shall, at Lessor's expense, keep
     the foundations, roof structure, subflooring, exterior walls (except for
     paint), rough plumbing and electric service to the panel in good order,
     condition and repair".

<PAGE>

53.  TRIPLE NET CHARGES, TAXES AND INSURANCE:  From and after March 31, 1996,
and continuing throughout the term of the Lease, Lessee shall not be responsible
for any increase in real property taxes or property insurance (unless said
increases are due directly to Tenant's occupancy or use) in excess of ten
percent (10%) per year.

54.  OPTION TO EXTEND:  Lessee shall have two (2) options to extend this lease
for periods of three (3) years each.  Lessee must exercise its option by
informing Lessor of its intent to exercise said option in writing no later than
eight (8) months prior to the termination of the original or first extended
term, whichever may be the case.  In the event Lessee does not notify Lessor as
specified, then this clause shall be of no further force or effect.  The rent
during the option terms shall be 95% of market value and shall include annual
CPI increases.  Market value shall be determined as follows:

           A)    Six months (6) prior to the commencement of the option period
Lessor and Lessee shall meet to establish and agree upon new market value rent
for the option period.  If the parties cannot agree, then:

                 i)    Lessor and Lessee shall immediately appoint a mutually
acceptable appraiser or broker to establish the new market rent within the next
30 days.  Any associated costs will be split equally between the parties, or 

                 ii)   Both Lessor and Lessee shall each immediately select any
pay the appraiser or broker of their choice to establish a market rent within
the next 30 days.  If, for any reason either one of the appraisals is not
completed within the next 30 days, as stipulated, then the appraisal that is
completed at that time shall automatically become the new market rent.  If both
appraisals are completed and the two appraisers/brokers cannot agree on a
reasonable average market rent then they shall immediately select a third
mutually acceptable appraiser/broker to establish a third market rent within the
next 30 days.  The average of the two appraisals closest in value shall then
become the new market rent.  The costs of the third appraisal will be split
equally between the parties.

                 iii)  In the event Lessee does not accept the market rent as
determined above then Lessee shall have the right to notify Lessor no later than
ninety (90) days prior to expiration of the original or extended term that it
will not extend the lease and will vacate the premises at the expiration of the
lease term.

           B)    Upon the establishment of new market rent as described above,
the monthly rental sum calculated for the option period will become the new
"Base Rent" for the purpose of calculating Cost of Living Adjustments described
above.

55.  HAZARDOUS SUBSTANCES:  Lessor has disclosed that as of the date of
execution of this Lease there exists certain asbestos in the floor tile mastic
and the roof membrane which Lessor covenants to remove prior to the commencement
date of the lease term.  Other than the asbestos which has been disclosed and
which will be removed by Lessor prior to the commencement of the lease term, to
the best of Lessor's knowledge and without any investigation there are no 


                                          2


<PAGE>

Hazardous Materials on the premises which are in violation of applicable law. 
Lessor and Lessor's successors will not hold Lessee or Lessee's assignees
responsible for any hazardous substances which are not attributable to Lessee or
Lessee's Invitees use, occupancy or presence at the leased premises.

56.  HOLDING OVER:  This lease shall terminate without further notice at the
expiration of the lease term.  Any holding over by Lessee after expiration shall
not constitute a renewal or extension of the lease term or give Lessee any
rights in or to the premises unless otherwise expressly provided in this lease. 
Any holding over after the expiration without the express consent of Lessor,
shall be construed to be a tenancy from month to month at 115% of the monthly
base rent of the last month of the lease term, and shall otherwise be on the
terms and conditions herein specified insofar as applicable unless otherwise
mutually agreed in writing by the parties.

57.  COMPLIANCE WITH COVENANTS, RESTRICTIONS AND BUILDING CODE:  To the best of
Lessor's knowledge and without investigation the improvements on the Premises
comply with all applicable covenants or restrictions of record and applicable
building codes, regulations and ordinances in effect on the Commencement Date. 
With the exception of the use to which Lessee will put the Premises or to any
Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to
be made by Lessee.  If the Premises do not comply with the standards listed
above Lessor shall, except as otherwise provided in this Lease, promptly after
receipt of written notice from an appropriate governmental agency setting forth
with specificity the nature and extent of such non-compliance, rectify the same
at Lessor's expense.

58.  CONDITIONS OF LEASE:  Delivery of this Lease to Lessor, duly executed by
Lessee, constitutes an offer by Lessee to lease the Premises as herein set forth
and under no circumstances shall such delivery be deemed to crate an option or
reservation to lease the Premises for the benefit of Lessee.  The Lease shall
only become effective and binding upon execution of this Lease by Lessor and
delivery of a signed copy to Lessee.

59.  ASSIGNMENT AND SUBLETTING:  Lessee shall have the right to assign this
Lease or sublet the Premises to a company which is an affiliated company,
meaning a company which is either controlled by Lessee, or which controls
Lessee, or which enjoys substantially common ownership and whose financial net
worth is greater than or equal to Deanco Inc.'s net worth as stated in the year
and financial statements, dated June 1993.

60.  CAPITAL EXPENDITURES:  During the initial term of the lease and all 
options thereafter if it is determined by mutual agreement of Lessee and 
Lessor that capital expenditures in connection with repair or replacement of 
the existing roof membrane, HVAC system, or parking lot are necessary after 
cumulative said repairs exceed Ten Thousand Dollars ($10,000.00), then the 
additional costs shall be paid by Lessor, amortized over the useful life of 
the improvement

                                          3


<PAGE>

and added to Tenant's monthly rent over the portion of the lease term 
applicable to Tenant's occupancy, unless said repairs or replacement are due 
to lack of proper maintenance or negligence of Lessee, in which case said 
costs shall be the sole responsibility of the Lease.

ACKNOWLEDGED AND AGREED:

DEANCO INC., ACACIA DIVISION


By:  /s/ Bob Wehenkel                          Date:             10/3/94     
    --------------------------------------           ------------------------
     Bob Wehenkel, President


By:    /s/ John L. Paglassotti                 Date:             10/4/94
    --------------------------------------           ------------------------
     Fujita California Partners III,
     a California Limited Partnership




                                          4