INDUSTRIAL REAL ESTATE LEASE

                             (MULTI-TENANT FACILITY)

ARTICLE ONE:    BASIC TERMS

     This Article One contains  the Basic Terms of this  Industrial  Real Estate
Lease (this "Lease")  between  Landlord and Tenant named below.  Other Articles,
Sections and  Paragraphs  of this Lease  referred to in this Article One explain
and  define  the Basic  Terms and are to be read in  conjunction  with the Basic
Terms.

     Section 1.01.  Date of Lease:  November 28, 2000
                                  ----------------------------------------------
     Section 1.02.  Landlord  (include   legal   entity):  BUCKHEAD   INDUSTRIAL
                                       PROPERTIES,  INC., a Maryland corporation
                                       -----------------------------------------
Address of Landlord: c/o  Lend  Lease  Real  Estate  Investments,   Inc.,  19800
                     MacArthur Boulevard, Suite 1000, Irvine, CA 92812
                     -----------------------------------------------------------
     Section 1.03.  Tenant  (include  legal  entity):  GISH   BIOMEDICAL,  INC.,
                                                       a California corporation
                                                       -------------------------
Address of Tenant:

2681 Kelvin Ave., Irvine,  CA
-----------------------------

     Section 1.04.  Tenant's Guarantor: (If none, so state)  None.
                                                             ----

     Section 1.05.  Property:  The Property is part of  Landlord's  multi-tenant
real property  development known as the Phoenix Business Center and described or
depicted on Exhibit "A" (the  "Project").  The Project  includes  the land,  the
buildings and all other  improvements  located on the land, and the common areas
described in Paragraph  4.05(a).  The Property is an approximately  Twenty-Three
Thousand Forty (23,040) square foot portion of that certain industrial  building
commonly known as 15041 Bake Parkway, Suite F, Irvine,  California,  as depicted
on the site plan  attached  hereto as Exhibit "A".  Landlord  and Tenant  hereby
acknowledge  and agree that the foregoing  statement of square  footage is not a
representation or warranty of the exact number of square feet but rather is only
a reasonable  approximation  and that the Base Rent payable below is not subject
to revision  whether or not the actual  square  footage is more or less than the
approximation.

     Section 1.06.  Permitted  Use: (See Article Five) The light  manufacturing,
assembly and storage of medical  products and general office use related thereto
and for no other use or purpose.


     Section 1.07.  Lease Term: Five (5) years zero (0) months  beginning on the
date that is thirty-five  (35) days after the date Tenant  executes and delivers
this Lease to Landlord  or such other date as is  specified  in Section  2.01 of
this Lease  (the  "Commencement  Date"),  and ending on the day before the fifth
(5th) anniversary of the Commencement  Date. Tenant shall have one (1) option to
extend  the  Lease  Term  for a  period  of five (5)  years  pursuant  to and in
accordance with Article 17 of this Lease.

<PAGE>

     Section 1.08. Rent and Other Charges Payable by Tenant:

     (a) BASE RENT:  Twelve  Thousand  Two  Hundred  Eleven  and 20/100  Dollars
($12,211.20) per month for the first twelve (12) months,  as provided in Section
3.01,  and shall be  increased on the first day of the  thirteenth  (13th) month
after the Commencement Date, as provided in Section 3.02.

     (b) OTHER  PERIODIC  PAYMENTS:  (i) Real Property  Taxes (See Section 4.02,
4.08); (ii) Utilities (See Section 4.03);  (iii) Insurance Premiums (See Section
4.04,  4.08); (iv) Tenant's initial Pro Rata Share of Common Area Expenses 6.47%
(See ----- Section 4.05); (v) Impounds for Insurance Premiums and Property Taxes
(See Section 4.08); and (vi)  Maintenance,  Repairs and Alterations (See Article
Six).

     Section 1.09.  Brokers:  (See Article Fourteen) (If none, so state)
Landlord's Broker: CB Richard Ellis, Inc.
                   -------------------------------------------------------------
Tenant's Broker:  Colliers Seeley
                  --------------------------------------------------------------
     Section 1.10.  Initial Security Deposit: (See Section 3.03) $30,000.00
                                                                 ---------------
     Section 1.11.  Vehicle  Parking  Spaces  Allocated to Tenant:  (See Section
4.05)  Approximately  twenty-three (23) unreserved parking spaces in common with
other tenants of the Project.

     Section  1.12.  Commission  Payable  to  Landlord's  Broker:  (See  Article
Fourteen) Per Separate Agreement.

     Section 1.13.  Landlord's  Share of Profit on Assignment or Sublease:  (See
Section 9.05) Fifty percent (50%) of the Profit (the "Landlord's Share").

     Section 1.14.  Riders and Exhibits:  The following  Riders and Exhibits are
attached to and made a part of this Lease: (If none, so state)

                Exhibit "A" - Site Plan
                Exhibit "B" - Hazardous Materials Questionnaire
                Exhibit "C" - Tenant's Moveout Responsibilities
                Exhibit "D" - Memorandum of Term Commencement

Tenant shall comply at all times with all terms and provisions of all Riders and
Exhibits  to  this  Lease  attached  hereto  and  incorporated  herein  by  this
reference.

<PAGE>

ARTICLE TWO:    LEASE TERM

     Section  2.01.  Lease of  Property  For Lease  Term.  Landlord  leases  the
Property to Tenant and Tenant  leases the Property  from  Landlord for the Lease
Term.  The Lease Term is for the period  stated in Section  1.07 above and shall
begin and end on the dates specified in Section 1.07 above, unless the beginning
or end of the Lease Term is  changed  under any  provision  of this  Lease.  The
Commencement  Date shall be the date  specified  in  Section  1.07 above for the
beginning of the Lease Term,  unless  advanced or delayed under any provision of
this Lease.  Within fifteen (15) days after the Commencement Date,  Landlord and
Tenant shall  execute a Memorandum  of Term  Commencement  in the form  attached
hereto as Exhibit "D".

     Section 2.02. Delay in Commencement. Landlord shall not be liable to Tenant
if  Landlord  does not  deliver  possession  of the  Property  to  Tenant on the
Commencement  Date.  Landlord's  non-delivery  of the Property to Tenant on that
date shall not affect this Lease or the  obligations  of Tenant under this Lease
except  that the  Commencement  Date shall be delayed  until  Landlord  delivers
possession  of the Property to Tenant and the Lease Term shall be extended for a
period equal to the delay in delivery of  possession  of the Property to Tenant,
plus the  number of days  necessary  to end the Lease  Term on the last day of a
month. If Landlord does not deliver  possession of the Property to Tenant within
ninety (90) days after the  Commencement  Date,  Tenant may elect to cancel this
Lease by giving written notice to Landlord within ten (10) days after the ninety
(90) day period ends. If Tenant gives such notice, this Lease shall be cancelled
and neither Landlord nor Tenant shall have any further obligations to the other;
provided, however, that Landlord shall return the Security Deposit to Tenant not
more than thirty (30) days after receipt of Tenant's written termination notice.
If Tenant does not give such notice,  Tenant's  right to cancel this Lease shall
expire and the Lease Term shall  commence upon the delivery of possession of the
Property  to Tenant.  If  delivery of  possession  of the  Property to Tenant is
delayed, Landlord and Tenant shall, upon such delivery,  execute an amendment to
this Lease setting forth the actual  Commencement  Date and  expiration  date of
this  Lease.  Failure  to  execute  such  amendment  shall not affect the actual
Commencement Date and expiration date of this Lease.

     Section 2.03. Early Occupancy. If Tenant occupies the Property prior to the
Commencement Date, Tenant's occupancy of the Property shall be subject to all of
the provisions of this Lease.  Early occupancy of the Property shall not advance
the  expiration  date of this  Lease.  Tenant  shall pay Base Rent and all other
charges specified in this Lease for the early occupancy period.

<PAGE>

     Section  2.04.  Holding  Over.  Tenant shall  vacate the Property  upon the
expiration or earlier termination of this Lease. Tenant shall reimburse Landlord
for and  indemnify  Landlord  against all  damages  which  Landlord  incurs from
Tenant's delay in vacating the Property through no fault of Landlord.  If Tenant
does not vacate the Property upon the expiration or earlier  termination of this
Lease and Landlord  thereafter accepts rents from Tenant,  Tenant's occupancy of
the Property shall be a "month-to-month" tenancy, subject to all of the terms of
this Lease  applicable to a  month-to-month  tenancy,  except that the Base Rent
then in effect shall be increased by fifty percent (50%).

     Section 2.05  Condition of Property Upon  Delivery.  Landlord shall deliver
the  Property to Tenant  clean and free of debris on the  Commencement  Date and
represents  to  Tenant  that  the  existing  plumbing,  fire  sprinkler  system,
lighting, air conditioning, heating and ventilation system and loading doors, if
any, in the Property,  other than those constructed by Tenant,  shall be in good
operating  condition as of the Commencement Date. If a non-compliance  with said
representation  exists as of the Commencement  Date,  Landlord shall,  except as
otherwise provided in this Lease,  promptly after receipt of written notice from
Tenant   setting  forth  with   specificity   the  nature  and  extent  of  such
non-compliance,  rectify the same at Landlord's expense. If Tenant does not give
Landlord  written notice of a  non-compliance  with this  representation  within
thirty (30) days after the Commencement Date,  correction of that non-compliance
shall be the obligation of Tenant at Tenant's sole cost and expense.

ARTICLE THREE:  BASE RENT

     Section  3.01.  Time and Manner of Payment.  Upon  execution of this Lease,
Tenant  shall  pay  Landlord  the sum of  Thirty-Seven  Thousand  Seven  Hundred
Forty-Three and 61/100 Dollars  ($37,743.61)  which sum represents the Base Rent
due under this Lease for the first  (1st),  thirteenth  (133h) and  twenty-fifth
(25th)  months of the Lease Term.  On the first day of the second (2nd) month of
the Lease Term and each month  thereafter,  with the exception of the thirteenth
(13th) and the  twenty-fifth  (25th) months of the Lease Term which Tenant shall
prepay upon the  execution  of this Lease,  Tenant  shall pay  Landlord the Base
Rent, in advance, without offset, deduction or prior demand. The Base Rent shall
be payable without notice or demand at Landlord's address or at such other place
as Landlord may designate in writing.


<PAGE>


     Section  3.02.  Base Rent  Increases.  On the  first day of the  thirteenth
(13th) month following the Commencement Date, Base Rent, as specified in Section
1.08 above, shall be increased to Twelve Thousand Five Hundred Seventy-Seven and
54/100 Dollars ($12,577.54) per month and such amount shall be the Base Rent due
under this Lease through and including the twenty-fourth  (24th) month following
the  Commencement  Date, and on the first day of the  twenty-fifth  (25th) month
following the Commencement Date, Base Rent shall be increased to Twelve Thousand
Nine  Hundred  Fifty-Four  and 87/100  Dollars  ($12,954.87)  per month and such
amount  shall be the Base Rent due under this Lease  through and  including  the
thirty-sixth  (36th) month following the Commencement Date, and on the first day
of the  thirty-seventh  (37th) month following the Commencement  Date, Base Rent
shall be increased to Thirteen  Thousand  Three Hundred  Forty-Three  and 52/100
Dollars  ($13,343.52) per month and such amount shall be the Base Rent due under
this Lease  through and including the  forty-eighth  (48th) month  following the
Commencement  Date,  and  on the  first  day of  the  forty-ninth  (49th)  month
following  the  Commencement  Date,  Base Rent shall be  increased  to  Thirteen
Thousand  Seven Hundred  Forty-Three  and 83/100 Dollars  ($13,743.83)  and such
amount  shall be the Base Rent due under this Lease  through and  including  the
sixtieth (60th) month following the Lease Commencement Date.

     Section 3.03. Security Deposit.

     (a) Upon the execution of this Lease,  Tenant shall deposit with Landlord a
cash  Security  Deposit in the amount set forth in Section 1.10 above.  Landlord
may  apply  all or part of the  Security  Deposit  to any  unpaid  rent or other
charges  due from Tenant or to cure any other  defaults  of Tenant.  If Landlord
uses any part of the Security Deposit, Tenant shall restore the Security Deposit
to its full  amount  within  ten (10) days  after  Landlord's  written  request.
Tenant's  failure to do so shall be a material default under Section 10.02(b) of
this Lease.  No interest shall be paid on the Security  Deposit.  Landlord shall
not be required to keep the Security  Deposit  separate from its other  accounts
and no trust relationship is created with respect to the Security Deposit.

     (b) Intentionally Deleted.

     Section 3.04. Termination; Advance Payments. Not more than thirty (30) days
after the termination of this Lease under Article Seven (Damage or Destruction),
Article  Eight  (Condemnation)  or any  other  termination  not  resulting  from
Tenant's  default,  and after  Tenant has  vacated  the  Property  in the manner
required by this Lease,  Landlord  shall refund or credit to Tenant (or Tenant's
successor) the unused portion of the Security Deposit, any advance rent or other
advance  payments  made by Tenant to  Landlord,  and any  amounts  paid for real
property  taxes  and  other  reserves  which  apply  to any time  periods  after
termination of this Lease.

ARTICLE FOUR:   OTHER CHARGES PAYABLE BY TENANT

     Section 4.01.  Additional  Rent.  All charges  payable by Tenant other than
Base Rent are  referred  to herein  as  "Additional  Rent."  Unless  this  Lease
provides otherwise,  Tenant shall pay all Additional Rent then due with the next
monthly  installment  of Base  Rent.  The term  "rent"  shall mean Base Rent and
Additional Rent.

<PAGE>

     Section 4.02. Property Taxes.

     (a) Definition of "Real  Property Tax." "Real Property Tax" means:  (i) any
fee,  license  tax,  business  license  fee,  commercial  rental  levy,  charge,
assessment, penalty or tax imposed by any taxing authority against the Property;
(ii) any tax on the  Landlord's  right to  receive,  or the  receipt of, rent or
income from the Property or against Landlord's business of leasing the Property;
(iii)  any  tax  or  charge  for  fire  protection,   streets,  sidewalks,  road
maintenance,   refuse  or  other  services  provided  to  the  Property  by  any
governmental  agency, (iv) any tax imposed upon this transaction or based upon a
re-assessment  of the  Property  due to a change of  ownership,  as  defined  by
applicable  law, or other transfer of all or part of Landlord's  interest in the
Property; and (v) any charge or fee replacing any tax previously included within
the  definition  of Real Property Tax.  "Real  Property Tax" does not,  however,
include  Landlord's  federal or state income,  franchise,  inheritance or estate
taxes.  Notwithstanding  the foregoing,  "Real Property Taxes" shall not include
tax  penalties  or  interest  incurred  as a result  of  Landlord's  negligence,
inability,  unwillingness  or failure to make payments when due.  Landlord shall
provide Tenant with a copy of the most recent tax bill covering the Property and
any other tax information in Landlord's possession relating to the Property.

     (b) Real Property  Taxes.  Tenant shall pay all Real Property  Taxes on the
Property  (including any fees, taxes or assessments  against, or as a result of,
any tenant  improvements  installed  on the  Property  by or for the  benefit of
Tenant)  during  the Lease Term in  accordance  with  Section  4.05(e)  and,  if
applicable,  Section 4.08 below.  Landlord shall  reimburse  Tenant for any Real
Property Taxes paid by Tenant  covering any period of time prior to or after the
Lease  Term.  If  Tenant  fails to pay the Real  Property  Taxes  when  due,  in
accordance  with  Section  4.05(e),  Landlord may pay the taxes and Tenant shall
reimburse Landlord for the amount of such tax payment as Additional Rent.

     (c) Joint Assessment. If the Property is not separately assessed,  Landlord
shall  reasonably  determine  Tenant's  share of Real Property  Taxes payable by
Tenant  under  Paragraph  4.02(a)  from  the  assessor's   worksheets  or  other
reasonably  available  information.  Tenant  shall pay such share to Landlord in
accordance with Section  4.05(e) below.  Upon Tenant's  request,  Landlord shall
provide Tenant the  supporting  documentation  regarding  Tenant's share of Real
Property Taxes.

     (d) Personal Property Taxes.

         (i)  Tenant  shall  pay  all  taxes  charged  against  trade  fixtures,
     furnishings,  equipment or any other personal property belonging to Tenant.
     Tenant  shall  use  its  best  efforts  to  have  personal  property  taxed
     separately from the Property.

         (ii) If any of Tenant's personal property is taxed  with the  Property,
     Tenant  shall  pay  Landlord  the taxes for the  personal  property  within
     fifteen  (15) days   after  Tenant  receives  a  written   statement   from
     Landlord  for such personal property taxes.

     Section  4.03.  Utilities.  Tenant shall pay,  directly to the  appropriate
supplier,  the cost of all natural  gas,  heat,  light,  power,  sewer  service,
telephone,  water,  refuse disposal and other utilities and services supplied to
the Property.  However,  if any services or utilities  are jointly  metered with
other  property,  Landlord  shall make a  reasonable  determination  of Tenant's
proportionate  share of the cost of such utilities and services and Tenant shall
pay such share to Landlord  within fifteen (15) days after receipt of Landlord's
written statement.

<PAGE>

     Section 4.04. Insurance Policies.

     (a) Liability  Insurance.  During the Lease Term,  Tenant shall  maintain a
policy of commercial general liability insurance  (sometimes known as broad form
comprehensive general liability insurance) insuring Tenant against liability for
bodily injury,  property damage (including loss of use of property) and personal
injury arising out of the operation, use or occupancy of the Property.  Landlord
and  Landlord's  agents,  whose names  shall be provided to Tenant by  Landlord,
shall be named as an additional insured under such policy. The initial amount of
such  insurance  shall be Two Million  and No/100  Dollars  ($2,000,000.00)  per
occurrence  and shall be  subject to  periodic  increase  based upon  inflation,
increased liability awards,  recommendation of Landlord's professional insurance
advisers and other relevant factors.  The liability insurance obtained by Tenant
under this  Paragraph  4.04(a)  shall (i) be primary and  noncontributing;  (ii)
contain cross-liability endorsements; and (iii) insure Landlord against Tenant's
performance  under Section 5.05  resulting  from the  negligence of Tenant.  The
amount and coverage of such  insurance  shall not limit  Tenant's  liability nor
relieve  Tenant of any other  obligation  under this  Lease.  Landlord  may also
obtain  comprehensive  public liability insurance in an amount and with coverage
determined  by  Landlord  insuring  Landlord  against  liability  arising out of
ownership,  operation,  use or occupancy of the Property. The policy obtained by
Landlord  shall not be  contributory  and shall not provide  primary  insurance.
Tenant shall  secure an  appropriate  clause in, or an  endorsement  upon,  each
insurance policy required by this Lease, pursuant to which the insurance company
waives  subrogation  or permits the insured,  prior to any loss, to agree with a
third party to waive any claim it might have  against  said third party  without
invalidating the coverage under the insurance policy. Such waiver of subrogation
or  permission  for waiver of any claim shall extend to the agents and employees
of Landlord and Tenant, respectively.

     (b) Property and Rental Income Insurance.  During the Lease Term,  Landlord
shall maintain policies of insurance  covering loss of or damage to the Property
in the full amount of its  replacement  value and Landlord  shall provide Tenant
with written  evidence of the same. Such policy shall contain an Inflation Guard
Endorsement and shall provide  protection against all perils included within the
classification  of  fire,  extended  coverage,  vandalism,  malicious  mischief,
special extended perils (all risk), sprinkler leakage and any other perils which
Landlord  deems  reasonably  necessary  and which  are  customarily  carried  by
landlords of projects  comparable to the Project.  Landlord shall have the right
to obtain flood and earthquake insurance, and may, upon Tenant's request, obtain
insurance on building improvements installed on the Property. Landlord shall not
obtain  insurance  for Tenant's  fixtures or  equipment.  During the Lease Term,
Landlord shall also maintain a rental income insurance policy, with loss payable
to Landlord,  in an amount equal to one year's Base Rent,  plus  estimated  real
property taxes and insurance premiums. Tenant shall not do or permit anything to
be done which  invalidates any such insurance  policies.  Tenant shall be liable
for the payment of any deductible amount under Landlord's or Tenant's  insurance
policies maintained pursuant to this Section 4.04.  Notwithstanding  anything to
the contrary contained in this Lease, in the event that the Property is the only
portion of the Project that is damaged or that  suffers a loss,  Tenant shall be
liable  for  the  payment  of the  entire  deductible  amount  under  Landlord's
insurance  policies  maintained  pursuant to this  Lease.  In the event that the
entire building in which the Property is located (the  "Building") is damaged or
suffers  a loss,  Tenant  shall be  liable  only  for  Tenant's  pro rata  share
("Tenant's  Pro Rata Share of the  Building")  of any  deductible  amount  under
Landlord's  insurance policies maintained  pursuant to this Lease.  Tenant's Pro
Rata Share of the Building  shall be calculated by dividing the square foot area
of the  Property,  as set forth in Section 1.04 of this Lease,  by the aggregate
square  foot area of the  Building.  In the event that a portion of the  Project
that is greater than the Building is damaged or suffers a loss,  Tenant shall be
liable  only  for  Tenant's  pro rata  share  ("Tenant's  Pro Rata  Share of the
Project")  of  any  deductible  amount  under  Landlord's   insurance   policies
maintained  pursuant to this Lease.  For the purposes of this  Section  4.04(b),
Tenant's  Pro Rata Share of the Project  shall be  calculated  by  dividing  the
square foot area of the Property  that is damaged by the  aggregate  square foot
area of the portion of the Project that is damaged.

<PAGE>

     (c) Payment of  Premiums.  Subject to Section  4.08,  Tenant  shall pay all
premiums for the  insurance  policies  described in  Paragraphs  4.04(a) and (b)
(whether obtained by Landlord or Tenant) within fifteen (15) days after Tenant's
receipt of a copy of the premium  statement or other evidence of the amount due.
For insurance  policies  maintained by Landlord which cover  improvements on the
entire  project,  Tenant shall pay Tenant's  prorated share of the premiums,  in
accordance with the formula in Paragraph  4.05(e) for  determining  Tenant's Pro
Rata Share of Common Area Expenses.  In addition,  any premiums paid by Landlord
for  commercial  general  liability  insurance,  including  umbrella  or  excess
liability  relating to the Project  and/or the Property,  shall be included as a
Common  Area  Expense,  and  Tenant  shall  pay its Pro  Rata  Share of any such
premiums.  If insurance  policies  maintained by Landlord cover  improvements on
real  property  other  than the  Project,  Landlord  shall  deliver  to Tenant a
statement of the premium applicable to the Property showing in reasonable detail
how Tenant's share of the premium was computed. If the Lease Term expires before
the expiration of an insurance  policy  maintained by Landlord,  Tenant shall be
liable  for  Tenant's  prorated  share of the  insurance  premiums.  Before  the
Commencement  Date,  Tenant  shall  deliver to  Landlord a copy of any policy of
insurance which Tenant is required to maintain under this Section 4.04. At least
thirty  (30) days  prior to the  expiration  of any such  policy,  Tenant  shall
deliver to Landlord a renewal of such policy.  As an  alternative to providing a
policy  of  insurance,  Tenant  shall  have the  right  to  provide  Landlord  a
certificate  of insurance,  executed by an  authorized  officer of the insurance
company,  showing that the insurance  which Tenant is required to maintain under
this  Section  4.04 is in full  force  and  effect  and  containing  such  other
information as Landlord reasonably requires.

     (d) General Insurance Provisions.

         (i) Any insurance which Tenant is required to maintain under this Lease
     shall  include  a  provision  which requires the insurance  carrier to give
     Landlord  not  less  than  thirty (30) days'  written  notice  prior to any
     cancellation  or modification of such coverage.

         (ii) If Tenant fails to deliver any  policy, certificate  or renewal to
     Landlord required under this Lease within the prescribed  time period or if
     any  such  policy  is  cancelled or modified  during the Lease Term without
     Landlord's consent, Landlord  may  obtain  such  insurance,  in which  case
     Tenant  shall  reimburse  Landlord  for  the  cost of such insurance within
     fifteen (15) days  after  receipt  of  a  statement that indicates the cost
     of such insurance.

         (iii)  Tenant  shall  maintain  all insurance required under this Lease
     with  companies   holding  a "General  Policy  Rating"  of  A-12 or better,
     as set  forth in  the  most  current  issue  of "Best  Key  Rating  Guide".
     Landlord  and Tenant acknowledge the insurance markets are rapidly changing
     and that insurance in the form and amounts  described in this Section  4.04
     may not be  available in the future. Tenant acknowledges that the insurance
     described in this Section is for the primary benefit of Landlord. If at any
     time  during the Lease  Term,  any  portion of the insurance required to be
     maintained by Tenant under this Lease is  not available in the jurisdiction
     in  which  the  Property  is  located,  Tenant shall nevertheless  maintain
     insurance  coverage  which  Landlord   deems  customary  and   commercially
     reasonable in the insurance industry for Tenant's type of business.Landlord
     makes  no  representation  as to  the adequacy of such insurance to protect
     Landlord's or Tenant's interests. Therefore, Tenant  shall  obtain any such
     additional  property or liability insurance which Tenant deems necessary to
     protect  Landlord  and  Tenant;  provided,  that  if  Tenant  maintains any
     insurance in  addition to the insurance  required  under this Section 4.04,
     Landlord shall be named as an  additional insured thereon, and with respect
     to any property insurance, Tenant shall make the proceeds thereof available
     for restoration of the Property after any casualty.

<PAGE>

         (iv)  Unless  prohibited  under   any  applicable   insurance  policies
     maintained,  Landlord  and Tenant each hereby  waives any and all rights of
     recovery  against the other, or against the officers,  employees, agents or
     representatives of the  other, for loss of or damage to its property or the
     property of others under its  control,  if such  loss or damage is  covered
     by any  insurance  policy  in  force (whether  or  not  described  in  this
     Lease) at the time of such loss  or damage.  Upon  obtaining  the  required
     policies  of  insurance,  Landlord  and  Tenant  shall  give  notice to the
     insurance carriers of this mutual waiver of subrogation.

     Section 4.05. Common Areas; Use, Maintenance and Costs.

     (a) Common  Areas.  As used in this Lease,  "Common  Areas"  shall mean all
areas within the Project  which are  available  for the common use of tenants of
the Project and which are not leased or held for the  exclusive use of Tenant or
other  tenants,  including,  but  not  limited  to,  parking  areas,  driveways,
sidewalks,  loading  areas,  access roads,  corridors,  landscaping  and planted
areas.  Landlord,  from time to time, may change the size, location,  nature and
use of any of the  Common  Areas,  convert  Common  Areas into  leasable  areas,
construct  additional parking facilities  (including parking  structures) in the
Common  Areas,  and  increase  or decrease  Common Area land and/or  facilities.
Tenant  acknowledges  that  although such  activities  and changes may result in
inconvenience  to Tenant,  Tenant  consents to such  activities  and changes and
agrees that the same shall not  constitute a breach of this Lease or an eviction
of Tenant,  constructive or otherwise.  Notwithstanding the foregoing,  Landlord
shall not change the size, location,  nature or use of the Common Areas so as to
materially adversely impact Tenant's business,  operations, parking or access to
the Property

     (b) Use of Common  Areas.  Tenant  shall  have the  nonexclusive  right (in
common  with other  tenants and all others to whom  Landlord  has granted or may
grant such rights) to use the Common Areas for the purposes intended, subject to
such  reasonable  rules and  regulations  as Landlord may establish from time to
time.  Tenant shall abide by such rules and  regulations  and shall use its best
efforts  to cause  others  who use the Common  Areas  with  Tenant's  express or
implied  permission to abide by Landlord's rules and  regulations.  At any time,
Landlord  may close any Common Areas to perform any acts in the Common Areas as,
in Landlord's  judgment,  are desirable to improve the Project and Tenant agrees
that the same  shall not  constitute  a breach of this Lease or an  eviction  of
Tenant, constructive or otherwise. Tenant shall not interfere with the rights of
Landlord, other tenants or any other person entitled to use the Common Areas.

     (c) Specific Provision re: Vehicle Parking. Tenant shall be entitled to use
the number of  vehicle  parking  spaces in the  Project  allocated  to Tenant in
Section 1.11 of this Lease, if any, without paying any additional rent. Tenant's
parking  shall not be  reserved  and shall be limited to vehicles no larger than
standard size  automobiles or pickup utility,  suburban or like-sized  vehicles.
Tenant shall not cause large trucks or other large  vehicles to be parked within
the  Project  or on the  adjacent  public  streets.  Temporary  parking of large
delivery  vehicles  in the  Project  may  only be  permitted  by the  rules  and
regulations  established  by Landlord.  Vehicles shall be parked only in striped
parking  spaces  and not in  driveways,  loading  areas or other  locations  not
specifically  designated for parking.  Handicapped  spaces shall only be used by
those  legally  permitted  to use them.  If Tenant  parks more  vehicles  in the
parking  area than the  number  set forth in Section  1.11 of this  Lease,  such
conduct  shall be a material  breach of this Lease.  In  addition to  Landlord's
other remedies under this Lease,  Tenant shall pay a daily charge  determined by
Landlord for each such additional vehicle.

     (d)  Maintenance of Common Areas.  Landlord shall maintain the Common Areas
in good order, condition and repair and shall operate the Project, in Landlord's
sole   discretion,   as  a  first-class   industrial/commercial   real  property
development.  Tenant shall pay Tenant's Pro Rata Share (as determined  below) of
all costs  incurred by Landlord for the operation and  maintenance of the Common
Areas  ("Common  Area  Expenses").  Common Area  Expenses  include,  but are not
limited to, costs and expenses for the  following:  gardening  and  landscaping;
utilities,  water and sewage charges;  maintenance of signs (other than tenants'
signs); premiums for liability,  property damage, fire insurance and other types
of casualty insurance on the Common Areas and worker's  compensation  insurance;
all  property  taxes  levied on or  attributable  to personal  property  used in
connection  with  the  Common  Areas;  straight-line  depreciation  on  personal
property  owned by Landlord which is consumed in the operation or maintenance of
the Common Areas; rental or lease payments paid by Landlord for rented or leased
personal property used in the operation or maintenance of the Common Areas; fees
for   required   licenses  and  permits;   repairing,   resurfacing,   repaving,
maintaining,  painting, lighting, cleaning, refuse removal, security and similar
items; reserves for roof replacement and exterior painting and other appropriate
reserves;  and a reasonable allowance to Landlord for Landlord's  supervision of
the Common  Areas (not to exceed  five  percent  (5%) of the gross  rents of the
Project for the calendar  year).  Landlord may cause any or all of such services
to be provided by third parties and the cost of such services  shall be included
in Common Area Expenses.  Common Area Expenses shall not include depreciation of
real property which forms part of the Common Areas.

<PAGE>

     (e) Tenant's Share and Payment.  Tenant shall pay Tenant's  annual Pro Rata
Share of all Common  Area  Expenses  (prorated  for any  fractional  month) upon
written  notice from  Landlord  that such costs are due and payable,  and in any
event  prior to  delinquency.  Tenant's  Pro Rata Share shall be  calculated  by
dividing the square foot area of the  Property,  as set forth in Section 1.05 of
this Lease, by the aggregate  square foot area of the Project which is leased or
held for  lease by  tenants,  as of the date on which the  computation  is made.
Tenant's initial Pro Rata Share is set out in Paragraph 1.08(b).  Any changes in
the Common Area Expenses and/or the aggregate area of the Project leased or held
for lease during the Lease Term shall be effective on the first day of the month
after such change  occurs.  Landlord  may, at Landlord's  election,  estimate in
advance and charge to Tenant  monthly,  all Real Property Taxes for which Tenant
is liable under  Section 4.02 of this Lease,  all  insurance  premiums for which
Tenant is liable under Section 4.04 of this Lease,  all  maintenance  and repair
costs for which Tenant is liable under Section 6.04 of this Lease, and all other
Common  Area  Expenses  payable  by  Tenant  hereunder.  Tenant  shall  pay such
estimated amounts monthly along with Tenant's payment of Base Rent. Landlord may
adjust  such  estimates  at  any  time  based  upon  Landlord's  experience  and
anticipation of costs.  Such adjustments  shall be effective as of the next rent
payment date after notice to Tenant.  At  Landlord's  election,  such  estimated
Common Area Expenses shall be paid quarterly or at any other periodic  intervals
to be  designated  by  Landlord.  Within  ninety (90) days after the end of each
calendar  year of the Lease Term,  Landlord  shall deliver to Tenant a statement
setting forth, in reasonable  detail,  the Common Area Expenses paid or incurred
by Landlord during the preceding calendar year and Tenant's Pro Rata Share. Upon
receipt of such  statement,  there shall be an adjustment  between  Landlord and
Tenant, with payment to or credit given by Landlord (as the case may be) so that
Landlord  shall  receive the entire  amount of Tenant's  share of such costs and
expenses for such  period.  Notwithstanding  anything to the contrary  contained
herein,  Landlord shall have the right, from time to time, to equitably allocate
some or all of the Common Area Expenses for the Project among different portions
or tenants of the Project ("Cost Pools"), in Landlord's  reasonable  discretion.
The Common  Area  Expenses  within  each such Cost Pool shall be  allocated  and
charged to the tenants within such Cost Pool in an equitable manner.  Throughout
the Lease  Term,  Landlord  shall  provide  Tenant  with  reasonable  supporting
documentation  regarding  Tenant's  Share of Common Area Expenses  within thirty
(30) days of receipt of Tenant's written request therefor.

     (f) Tenant  Audit  Right.  Tenant  shall have a period of thirty  (30) days
after  receipt of any annual  statement  of Common Area  Expenses to question or
challenge  the amount shown  thereon as being the annual Common Area Expenses or
Tenant's Pro Rata Share thereof by giving written notice to Landlord  specifying
the items which are  challenged.  Tenant  waives and  relinquishes  the right to
challenge or object to the amounts  shown at any time after  expiration  of such
thirty (30) day period. If Tenant timely challenges any item shown on the annual
statement,  Tenant or Tenant's representative shall then have a period of thirty
(30) days in which to inspect and, at Tenant's cost,  copy during business hours
upon  reasonable  written  notice to Landlord at  Landlord's  office  Landlord's
records  relating to the  challenged  item or items.  Tenant  shall give written
notice to Landlord prior to expiration of such thirty (30) day of whether Tenant
continues to challenge any of the items originally objected to, in which case an
independent  certified  public  accountant  (which  accountant  is a member of a
nationally  recognized  accounting  firm),  designated by Tenant and approved by
Landlord (which approval shall not be unreasonably  withheld) (the  "Independent
CPA")  shall  inspect  Landlord's  records at  Landlord's  offices  at  Tenant's
expense.  If the Independent CPA determines an error was made in the calculation
of Common Area Expenses from the annual  statement,  the parties shall make such
appropriate payments or reimbursements, as the case may be, to each other as are
determined  to be owing.  Any  reimbursement  amounts  determined to be owing by
Landlord to Tenant or by Tenant to Landlord  shall be (i) in the case of amounts
owing from  Tenant to  Landlord  paid within  thirty  (30) days  following  such
determination,  and (ii) in the case of amounts  owing from  Landlord to Tenant,
credited  against the next payment of Base Rent due Landlord under this terms of
this Lease,  or if the Lease Term,  as the same may be  extended,  has  expired,
within  thirty  (30)  days of such  determination.  If the audit  performed  the
Independent CPA reveals that Landlord's determination of Tenant's Pro Rata Share
of Common  Area  Expenses  as set forth in any  statement  sent to Tenant was in
error in Landlord's favor by more than five percent (5%),  Landlord shall pay to
Tenant the reasonable cost of such audit, not to exceed $2,500.  If Tenant fails
to review the records or fails to give timely written notice to Landlord that it
continues to object,  then Tenant  shall be deemed to have waived its  objection
and shall have no further right to challenge or object thereto.  Notwithstanding
any  objection or challenge  of Tenant,  Tenant shall pay the amount  claimed by
Landlord to be due as and when  provided for herein,  pending the  resolution of
Tenant's objection.


<PAGE>



     Section 4.06. Late Charges. Tenant's failure to pay rent promptly may cause
Landlord  to incur  unanticipated  costs.  The exact  amount  of such  costs are
impractical or extremely difficult to ascertain. Such costs may include, but are
not limited to, processing and accounting  charges and late charges which may be
imposed on Landlord by any ground lease,  mortgage or trust deed encumbering the
Property.  Therefore, if Landlord does not receive any rent payment within three
(3) days after it becomes due,  Tenant shall pay Landlord a late charge equal to
ten percent (10%) of the overdue amount. The parties agree that such late charge
represents a fair and  reasonable  estimate of the costs  Landlord will incur by
reason of such late payment.

     Section 4.07.  Interest on Past Due Obligations.  Any amount owed by Tenant
to  Landlord  which is not paid  when due  shall  bear  interest  at the rate of
fifteen  percent  (15%) per  annum  from the due date of such  amount.  However,
interest  shall not be payable on late  charges to be paid by Tenant  under this
Lease.  The  payment of interest  on such  amounts  shall not excuse or cure any
default by Tenant under this Lease. If the interest rate specified in this Lease
is higher than the rate  permitted by law, the interest  rate shall be decreased
to the maximum legal interest rate permitted by law.

     Section 4.08.  Impounds for Insurance  Premiums and Real Property Taxes. In
addition to and without limiting Tenant's obligations with respect to payment of
Landlord's  estimate  pursuant to Section  4.05(e)  above,  if  requested by any
ground lessor or lender to whom Landlord has granted a security  interest in the
Property,  or if Tenant is more than ten (10) days late in the  payment  of rent
more than once in any  consecutive  twelve (12) month  period,  Tenant shall pay
Landlord a sum equal to one-twelfth (1/12) of the annual real property taxes and
insurance  premiums  payable by Tenant  under  this  Lease,  together  with each
payment  of Base  Rent.  Landlord  shall hold such  payments  in a  non-interest
bearing impound  account.  If unknown,  Landlord shall  reasonably  estimate the
amount of real property taxes and insurance  premiums when due. Tenant shall pay
any deficiency of funds in the impound account to Landlord upon written request.
If Tenant defaults under this Lease, Landlord may apply any funds in the impound
account to any obligation then due under this Lease.

ARTICLE FIVE:   USE OF PROPERTY

     Section  5.01.  Permitted  Use.  Tenant may use the  Property  only for the
Permitted Use set forth in Section 1.06 above.

<PAGE>

     Section 5.02.  Manner of Use. Tenant shall not cause or permit the Property
to be used in any way which  constitutes a violation of any law,  ordinance,  or
governmental  regulation or order, which annoys or interferes with the rights of
tenants  of  the   Project,   or  which   constitutes   a  nuisance   or  waste.
Notwithstanding  anything contained in this Lease to the contrary,  Tenant shall
at its sole cost and expense,  faithfully  observe and promptly comply and cause
the  Property  to  comply  with all  local,  state or  federal  laws,  statutes,
ordinances and governmental rules,  regulations or requirements now or hereafter
in force including,  but not limited to, the Occupational Safety and Health Act,
laws or regulations  relating to the accessibility or useability of the Property
by disabled  persons,  and the requirements of any board of fire underwriters or
other similar bodies now or hereafter  constituted  relating to or affecting the
condition, use or occupancy of the Property,  regardless of (a) the relationship
of the cost of  compliance  to the Base Rent  reserved  in this  Lease;  (b) the
length of the Lease  Term;  (c) the  degree to which  compliance  would  benefit
Landlord or Tenant;  (d) whether compliance relates or pertains to structural or
non-structural  matters;  (e) the degree to which  Tenant's use and enjoyment of
the Property will be interfered with while work to comply is taking place;  and,
(f) whether the parties  contemplated  application of the particular  applicable
law in question.  Tenant  acknowledges  that Landlord makes no representation or
warranty in this Lease that the Property or any portion thereof is in compliance
with any governmental statutes, ordinances, rules or regulations relating to the
accessibility  or useability of the Property or any portion  thereof by disabled
persons.  Tenant shall obtain and pay for all licenses and permits,  including a
Certificate  of  Occupancy,  required  for  Tenant's  occupancy  or  use  of the
Property.  Notwithstanding  the  foregoing,  if  any  structural  alteration  or
modification  ("Structural  Modification")  is required under any law,  statute,
code, rule or regulation  ("Laws"),  (i) with respect to Laws in effect prior to
the Commencement Date, Landlord shall, at Landlord's sole cost and expense,  and
not as an Common Area Expense, make such Structural Modification to the Property
and Common Areas, if and when required by any governmental  agency,  pursuant to
such Laws; provided,  however, that if such Structural Modification is triggered
by or required as a result of Tenant's  specific use of or  improvements  to the
Property, Tenant shall solely bear the cost of such Structural Modification, and
(ii) with  respect to new Laws taking  effect after the  Commencement  Date (for
this purpose,  a change in the  interpretation  of or a change in the procedures
for  enforcing an existing Law will be the  equivalent  of a new Law),  Landlord
shall, subject to reimbursement by Tenant as a Common Area Expense in accordance
with Section  4.05(e) of this Lease,  make such  Structural  Modification to the
Property and Common  Areas,  if and when  required by any  governmental  agency,
pursuant to such new Laws; provided,  however,  that the cost of such Structural
Modifications  shall  be  amortized  over the  useful  life of such  items;  and
provided  further,  that if such  Structural  Modification  is  triggered  by or
required  as a  result  of  Tenant's  specific  use  of or  improvements  to the
Property, Tenant shall solely bear the cost of such Structural Modification.

     Section 5.03.  Extraordinary Use. In the event Tenant's use of the Property
causes  extraordinary  wear and tear on the Property or on all or any portion of
the Common Area or requires  maintenance in excess of that  ordinarily  required
for tenants of the Project, as reasonably determined by Landlord,  Landlord may,
at Landlord's election, charge to Tenant any costs relating to or arising out of
such extraordinary use,  including,  but not limited to, additional  maintenance
and repair costs and Tenant shall reimburse Landlord on demand therefor.

<PAGE>

     Section 5.04. Hazardous Materials.

     (a) Definition. As used in this Lease, the term "Hazardous Materials" means
any  flammable  items,  explosives,  radioactive  materials,  hazardous or toxic
substances,  material or waste or related  materials,  including any  substances
defined as or included in the definition of "hazardous  substances",  "hazardous
wastes", "infectious wastes", "hazardous materials" or "toxic substances" now or
subsequently  regulated under any federal,  state or local laws,  regulations or
ordinances including, without limitation, oil, petroleum-based products, paints,
solvents,  lead,  cyanide,  DDT,  printing  inks,  acids,  pesticides,   ammonia
compounds and other chemical products, asbestos, PCBs and similar compounds, and
including any different  products and materials which are subsequently  found to
have adverse effects on the environment or the health and safety of persons.

     (b) General  Prohibition.  Tenant  shall not cause or permit any  Hazardous
Materials to be  generated,  produced,  brought  upon,  used,  stored,  treated,
discharged, released, spilled or disposed of on, in, under or about the Property
by Tenant, its affiliates, agents, employees, contractors, sublessees, assignees
or invitees  (collectively,  "Tenant Parties") without the prior written consent
of Landlord,  which consent shall be granted or denied in Landlord's  good faith
business judgment;  provided,  however, Landlord's consent shall not be required
to use or store (i) small  quantities of standard office  supplies  standard for
offices of the size of the office space  contained in the Property or (ii) small
quantities of common household  cleaning  supplies  standard for the size of the
Property (such supplies,  together with any other hazardous  materials for which
Landlord's  written  consent  is  given,  are  hereinafter  referred  to as  the
"Permitted  Materials").  In no event,  however,  shall  Landlord be required to
consent to the use of asbestos-containing materials, PCBs or the installation or
use of any storage tanks in, on or under the Property.  Tenant shall  indemnify,
defend  and  hold  Landlord,  and  each of  Landlord's  partners,  shareholders,
officers,   directors,   employees,  agents,  attorneys,   investment  advisors,
portfolio   managers,   property   managers,   trustees,   ancillary   trustees,
beneficiaries and their affiliates  (including,  without  limitation,  Equitable
Real Estate Investment Management,  Inc.), harmless from and against any and all
actions (including,  without limitation,  remedial or enforcement actions of any
kind,  administrative or judicial  proceedings,  and orders or judgments arising
out of or resulting  therefrom),  costs,  claims,  damages  (including,  without
limitation,   punitive  damages),   expenses  (including,   without  limitation,
attorneys',  consultants'  and  experts'  fees,  court costs and amounts paid in
settlement  of any  claims  or  actions),  fines,  forfeitures  or other  civil,
administrative or criminal penalties, injunctive or other relief (whether or not
based upon personal  injury,  property damage,  or contamination  of, or adverse
effects upon, the environment,  water tables or natural resources),  liabilities
or losses ("Environmental Claims") arising from (a) a breach of this prohibition
by  Tenant  or any of the  Tenant  Parties  or  (b)  the  presence,  generation,
production,  use, storage, treatment,  discharge,  release, spill or disposal of
the Permitted Materials.


<PAGE>


     (c) In the event that Hazardous Materials are discovered upon, in, or under
the Property,  or any governmental agency or entity having jurisdiction over the
Property  requires  the removal of such  Hazardous  Materials,  Tenant  shall be
responsible for removing those Hazardous  Materials arising out of or related to
the use or  occupancy  of the  Property by Tenant or any of the Tenant  Parties;
Tenant shall not be responsible for removing Hazardous  Materials arising out of
or related to the use or occupancy of the Property by prior tenants or owners of
the Property  except to the extent that Tenant or any of the Tenant Parties have
exacerbated such preexisting  condition.  Notwithstanding the foregoing,  Tenant
shall not take any remedial action in or about the Property,  nor enter into any
settlement  agreement,  consent decree or other  compromise  with respect to any
claims  relating  to any  Hazardous  Materials  in any way  connected  with  the
Property  without first  notifying  Landlord of Tenant's  intention to do so and
affording   Landlord  the   opportunity   to  appear,   intervene  or  otherwise
appropriately  assert and protect  Landlord's  interest  with  respect  thereto.
Tenant immediately shall notify Landlord in writing of: (i) any spill,  release,
discharge or disposal of any Hazardous Material in, on or under the Property, or
any  portion  thereof  of which  Tenant  has  knowledge,  (ii) any  enforcement,
cleanup,   removal  or  other  governmental  or  regulatory  action  instituted,
contemplated,  or  threatened  (if Tenant has notice  thereof)  pursuant  to any
Hazardous Materials Laws of which Tenant has knowledge;  (iii) any claim made or
threatened  by any  person  against  Tenant,  any of the  Tenant  Parties or the
Property, relating to damage, contribution, cost recovery, compensation, loss or
injury resulting from or claimed to result from any Hazardous Materials of which
Tenant has knowledge;  and (iv) any reports made to any  governmental  agency or
entity  arising out of or in  connection  with any  Hazardous  Materials in, on,
under or about or removed  from the  Property  of which  Tenant  has  knowledge,
including any complaints,  notices,  warnings, reports or asserted violations in
connection  therewith.  Tenant  also shall  supply to  Landlord  as  promptly as
possible,  and in any event  within five (5)  business  days after  Tenant first
receives or sends the same, copies of all claims, reports, complaints,  notices,
warnings or asserted  violations  relating in any way to the Property or the use
or occupancy thereof by Tenant or any of the Tenant Parties.

     (d) The respective rights and obligations of Landlord and Tenant under this
Section 5.04 shall survive the expiration or earlier termination of this Lease.

     (e)  Attached  hereto  as  Exhibit  "B" is a true and  correct  copy of the
Industrial  Lease  Hazardous  Material  Questionnaire  completed  by Tenant  and
submitted  to  Landlord  as a material  inducement  relied  upon by  Landlord in
entering into this Lease.

<PAGE>

     Section 5.05.  Signs and Auctions.  Tenant shall be permitted,  at Tenant's
sole cost and expense, to install  identification signage on the exterior of the
Property.  Such signage  shall  conform to  Landlord's  sign  criteria and plans
approved by Landlord  (which shall be  consistent  with  current  sign  criteria
utilized by Landlord),  and which approval shall not be unreasonably withheld or
delayed, and comply with all applicable laws, statutes, regulations,  ordinances
and restrictions,  including but not limited to, any permit requirements. Tenant
shall install and maintain said signage in good condition and repair at its sole
cost and expense  during the entire Lease Term,  as the same may be extended for
any Option Term in accordance herewith. Except as hereinabove mentioned,  Tenant
shall not place, erect or maintain or cause to be placed,  erected or maintained
on or to the roof or any  exterior  door,  wall or window of the Property or any
other location in the Project. Any modifications to Tenant's signage,  including
without limitation,  the location,  quality, design, style, lighting and size of
such sign, shall be consistent with applicable laws, rules and permits and shall
be subject to Landlord's prior written approval,  in its reasonable  discretion,
and  at  Tenant's  sole  cost  and  expense.  Upon  the  expiration  or  earlier
termination  of this Lease,  Tenant shall be  responsible,  at its sole cost and
expense,  for the  removal of such  signage  and the repair of all damage to the
Property caused by such removal. Any signs, notices,  logos, pictures,  names or
advertisements which are installed and that have not been individually  approved
by Landlord  may be removed  without  notice by Landlord at the sole  expense of
Tenant.  Tenant  shall not place any signs on the  Property  without  Landlord's
prior  written  consent.  Tenant  shall not  conduct or permit any  auctions  or
sheriff's sales at the Property.

     Section 5.06.  Indemnity.  Tenant shall indemnify Landlord against and hold
Landlord harmless from any and all costs,  claims or liability arising from: (a)
Tenant's use of the Property;  (b) the conduct of Tenant's  business or anything
else done or permitted by Tenant to be done in or about the Property,  including
any  contamination  of the  Property or any other  property  resulting  from the
presence or use of Hazardous  Materials  caused or permitted by Tenant;  (c) any
breach or default in the performance of Tenant's  obligations  under this Lease;
(d) any  misrepresentation  or breach of warranty by Tenant under this Lease; or
(e) other acts or omissions of Tenant.  Tenant shall defend Landlord against any
such cost,  claim or  liability  at Tenant's  expense  with  counsel  reasonably
acceptable  to Landlord  or, at  Landlord's  election,  Tenant  shall  reimburse
Landlord for any legal fees or costs incurred by Landlord in connection with any
such claim. As a material part of the consideration to Landlord,  Tenant assumes
all risk of damage to  property  or injury to persons  in or about the  Property
arising from any cause,  and Tenant hereby waives all claims in respect  thereof
against  Landlord,  except  for  any  claim  arising  out  of  Landlord's  gross
negligence or willful  misconduct.  As used in this  Section,  the term "Tenant"
shall  include  Tenant's  employees,   agents,   contractors  and  invitees,  if
applicable.  Landlord shall  indemnify  Tenant and hold Tenant harmless from any
and all costs, claims or liability arising from Landlord's negligence or willful
misconduct.

     Section  5.07.  Landlord's  Access.  Landlord  or its  agents may enter the
Property  at all  reasonable  times to show the  Property to  potential  buyers,
investors  or Tenants or other  parties;  to do any other act or to inspect  and
conduct  tests in order  to  monitor  Tenant's  compliance  with all  applicable
environmental  laws and all laws  governing  the  presence  and use of Hazardous
Materials;  or for any other purpose  Landlord deems  necessary.  Landlord shall
give  Tenant  prior  notice of such entry,  except in the case of an  emergency.
Landlord may place customary "For Sale" or "For Lease" signs on the Property.

     Section 5.08. Quiet  Possession.  If Tenant pays the rent and complies with
all other terms of this Lease,  Tenant may occupy and enjoy the Property for the
full Lease Term, subject to the provisions of this Lease.

<PAGE>

ARTICLE SIX:    CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS

     Section  6.01.  Existing  Conditions.  Tenant  accepts the  Property in its
condition as of the  execution of this Lease,  subject to all recorded  matters,
laws,  ordinances,  and governmental  regulations and orders. Except as provided
herein,  Tenant  acknowledges that neither Landlord nor any agent or employee of
Landlord has made any  representation as to the condition of the Property or the
suitability  of the Property for Tenant's  intended use.  Tenant  represents and
warrants that Tenant has made its own  inspection  of and inquiry  regarding the
condition of the Property and is not relying on any representations of Landlord,
its agents or  employees,  or any Broker with  respect  thereto.  If Landlord or
Landlord's Broker has provided a Property  Information Sheet or other Disclosure
Statement  regarding  the  Property,  a copy is  attached  as an exhibit to this
Lease.  Notwithstanding  anything  herein  contained to the  contrary,  Landlord
represents  to Tenant  that the HVAC,  electrical  and  plumbing  systems are in
working  order as of the date  the  Lease  Term  commences.  In the  event it is
determined  that this  representation  has been  violated,  then,  after written
notice from Tenant, Landlord shall have the option within ten (10) business days
after receiving such notice to either (a) elect to promptly,  at Landlord's sole
cost and expense,  rectify any such  violation,  or (b) terminate  this Lease by
written notice to Tenant.  In the event Tenant does not give to Landlord written
notice of the violation of the foregoing representations within thirty (30) days
from the date that the Lease Term commences, the correction of same shall be the
obligation of the Tenant at Tenant's sole cost and expense  (provided,  that any
work in connection with such correction  shall be done at the direction and with
the approval of Landlord).  Notwithstanding  the foregoing,  Landlord  shall, at
Landlord's  sole cost and expense,  and not as a Common Area  Expense,  make any
structural alterations or modifications to the Property and Common Areas, if and
when required by any  governmental  agency  pursuant any law,  statute,  rule or
regulation in effect on the date of this Lease; provided,  however, that if such
alteration or modification  is required as a result of Tenant's  specific use of
or  improvements  to the  Property,  Tenant  shall  solely bear the cost of such
alteration or modification.

     Section 6.02.  Exemption of Landlord from Liability.  Landlord shall not be
liable for any damage or injury to the person,  business  (or any loss of income
therefrom),  goods,  wares,  merchandise or other  property of Tenant,  Tenant's
employees,  invitees,  customers or any other  person in or about the  Property,
whether  such damage or injury is caused by or results  from:  (a) fire,  steam,
electricity, water, gas or rain; (b) the breakage, leakage, obstruction or other
defects of pipes, sprinklers,  wires, appliances,  plumbing, air conditioning or
lighting  fixtures or any other cause;  (c)  conditions  arising in or about the
Property or upon other portions of the Project, or from other sources or places;
or (d) any act or omission of any other  tenant of the Project.  Landlord  shall
not be liable  for any such  damage of injury  even  though  the cause of or the
means of  repairing  such  damage or injury are not  accessible  to Tenant.  The
provisions  of this  Section  6.02  shall not,  however,  exempt  Landlord  from
liability for Landlord's gross negligence of willful misconduct.

<PAGE>

     Section 6.03. Landlord's Obligations.  Subject to the provisions of Article
Seven (Damage or Destruction) and Article Eight  (Condemnation),  and except for
damage caused by any act or omission of Tenant,  or Tenant's  employees,  agent,
contractors  or  invitees,  Landlord,  at its  cost,  shall be  responsible  for
structural  repairs  to the  foundation,  roof and  structural  portions  of the
improvements  on  the  Property;  provided,  that  Tenant  agrees  to  reimburse
Landlord,  within thirty (30) days after request, for all costs paid by Landlord
for roof maintenance.  Landlord shall not be obligated to make any repairs under
this Section 6.03 until a reasonable time after receipt of a written notice from
Tenant of the need for such repairs. Tenant waives the benefit of any present or
future  law  which  might  give  Tenant  the  right to repair  the  Property  at
Landlord's  expense or to terminate  this Lease  because of the condition of the
Property or Landlord's failure to keep the Property in good order,  condition or
repair.

     Section 6.04. Tenant's Obligations.

     (a)  Except  as  provided  in  Section  6.03,   Article  Seven  (Damage  or
Destruction) and Article Eight  (Condemnation),  Tenant, at its sole cost, shall
keep all portions of the Property (including  nonstructural,  interior,  and, if
not otherwise maintained by Landlord at its election,  any and all components of
electrical,  mechanical,  plumbing,  heating,  ventilating and air  conditioning
systems and facilities (individually,  a "System",  collectively, the "Systems")
located on the Property) in good order, condition and repair (including interior
repainting  and  refinishing,  as needed).  If Landlord  elects to maintain  the
Systems or the roof at the Property,  Tenant shall pay or reimburse Landlord for
all costs  Landlord  incurs in connection  with such  maintenance as Common Area
Expenses  as provided  for in Section  4.05 above  provided  that  Landlord  may
utilize any reserves  collected from Tenant under Section 4.05 and  specifically
allocated  to such  costs.  If any  portion  of the  Property  or any  System or
equipment  in the Property  which Tenant is obligated to maintain (or  reimburse
Landlord for the cost of  maintenance  in accordance  herewith)  cannot be fully
repaired or restored, Tenant shall promptly replace such portion of the Property
or System or equipment  in the  Property,  regardless  of whether the benefit of
such  replacement  extends  beyond the Lease Term;  but if the benefit or useful
life of such  replacement,  as determined by Landlord,  extends beyond the Lease
Term (as the same  may be  extended  in  accordance  herewith)  the cost of such
replacement  shall be prorated over such useful life, and Tenant shall be liable
only for that portion of the cost which is  applicable to the Lease Term (as the
same may be  extended).  If  requested  by  Landlord,  Tenant  shall  maintain a
preventive maintenance contract acceptable to Landlord providing for the regular
inspection  and  maintenance  of the  heating and air  conditioning  system by a
licensed  heating and air  conditioning  contractor.  Upon  Landlord's  request,
Tenant  shall  provide  Landlord  with a  copy  of  the  preventive  maintenance
contract,  if applicable.  If any part of the Property or the Project is damaged
by any act or  omission  of  Tenant,  Tenant  shall  pay  Landlord  the  cost of
repairing or  replacing  such damaged  property,  whether or not Landlord  would
otherwise be obligated to pay Landlord the cost of  maintaining  or repairing or
replacing such property.  It is the intention of Landlord and Tenant that at all
times  Tenant  shall  maintain  the  portions of the  Property  which  Tenant is
obligated  to  maintain  in  an  attractive,  first-class  and  fully  operative
condition.

<PAGE>

     (b) Tenant  shall  fulfill all of Tenant's  obligations  under this Section
6.04 at Tenant's  sole expense.  If Tenant fails to maintain,  repair or replace
the Property as required by this Section 6.04, Landlord may, upon ten (10) days'
prior  notice to Tenant  (except that no notice shall be required in the case of
an  emergency),  enter the  Property  and  perform  such  maintenance  or repair
(including  replacement,  as needed) on behalf of Tenant.  In such case,  Tenant
shall reimburse  Landlord for all costs incurred in performing such  maintenance
or repair immediately upon demand.

     Section 6.05. Alterations, Additions, and Improvements.

     (a) Tenant shall not make any  alterations,  additions,  or improvements to
the Property without Landlord's prior written consent, except for non-structural
alterations which do not exceed Ten Thousand and No/100 Dollars  ($10,000.00) in
cost per Lease Term year and which are not visible from the outside of and which
do not  affect  any  System in the  building  of which the  Property  is a part.
Landlord may require  Tenant to provide  demolition  and/or lien and  completion
bonds in form and amount satisfactory to Landlord.  Tenant shall promptly remove
any  alterations,  additions or  improvements  constructed  in violation of this
Paragraph 6.05(a) upon Landlord's written request.  All alterations,  additions,
and improvements  shall be done in a good and workmanlike  manner, in conformity
with all  applicable  laws and  regulations,  and by a  contractor  approved  by
Landlord.  Upon completion of any such work,  Tenant shall provide Landlord with
"as built" plans, copies of all construction contracts, and proof of payment for
all labor and materials.

     (b) Tenant shall pay when due all claims for labor and materials  furnished
to the  Property.  Tenant  shall give  Landlord at least twenty (20) days' prior
written notice of the  commencement  of any work on the Property,  regardless of
whether  Landlord's  consent  to such work is  required.  Landlord  may elect to
record and post notices of non-responsibility on the Property.

     Section 6.06.  Condition  Upon  Termination.  Upon the  termination of this
Lease,  Tenant shall surrender the Property to Landlord,  broom clean and in the
same  condition as received  except for ordinary  wear and tear which Tenant was
not otherwise  obligated to remedy under any provision of this Lease;  provided,
however,  that Tenant shall not be obligated to repair any damage which Landlord
is required to repair under Article Seven (Damage or Destruction).  In addition,
Tenant  shall   complete  the  moveout   responsibilities   ("Tenant's   Moveout
Responsibilities")  set forth on Exhibit "C" attached  hereto,  and Landlord may
require Tenant to remove any alterations,  additions or improvements (whether or
not made with  Landlord's  consent) prior to the expiration of this Lease and to
restore  the  Property to its prior  condition,  all at  Tenant's  expense.  All
alterations,  additions and improvements  which Landlord has not required Tenant
to remove shall become Landlord's  property and shall be surrendered to Landlord
upon the expiration or earlier termination of this Lease, except that Tenant may
remove any of  Tenant's  machinery  or  equipment  which can be removed  without
damage to the Property.  Tenant shall repair, at Tenant's expense, any damage to
the Property  caused by the removal of any such  machinery or  equipment.  In no
event, however,  shall Tenant remove any of the following materials or equipment
(which shall be deemed  Landlord's  property)  without  Landlord's prior written
consent: any power wiring or power panels;  lighting or lighting fixtures;  wall
coverings;  drapes,  blinds or other  window  coverings;  carpets or other floor
coverings;  heaters,  air  conditioners or any other heating or air conditioning
equipment;  fencing or  security  gates;  or other  similar  building  operating
equipment and  decorations.  If Tenant  requests in writing that Landlord do so,
Landlord  shall notify  Tenant at the time  Landlord  approves  any  alteration,
addition or  improvement  whether or not Tenant  shall be required to remove the
same upon termination and such notice shall be binding upon the parties.


<PAGE>


ARTICLE SEVEN:  DAMAGE OR DESTRUCTION

     Section 7.01. Partial Damage to Property.

     (a) Tenant shall notify Landlord in writing immediately upon the occurrence
of any damage to the Property.  If the Property is only partially damaged (i.e.,
less than fifty  percent  (50%) of the Property is  untenantable  as a result of
such  damage  or less  than  fifty  percent  (50%) of  Tenant's  operations  are
materially impaired) and if the proceeds received by Landlord from the insurance
policies  described in Paragraph 4.04(b) are sufficient to pay for the necessary
repairs,  this Lease shall remain in effect and Landlord shall repair the damage
as soon as  reasonably  possible.  Landlord  may elect (but is not  required) to
repair any damage to  Tenant's  fixtures,  equipment,  or  improvements  (unless
Landlord obtained  insurance for such  improvements  pursuant to Section 4.04(b)
above and  sufficient  proceeds are available  therefrom  for such repair),  and
Tenant shall pay Landlord the  "deductible"  amount under  Landlord's  insurance
policies as provided in Section 4.04(b).

     (b) If the insurance  proceeds  received by Landlord are not  sufficient to
pay the entire  cost of repair,  or if the cause of the damage is not covered by
the  insurance  policies  which  Landlord  maintains  under  Paragraph  4.04(b),
Landlord  may  elect  either to (i)  repair  the  damage  as soon as  reasonably
possible,  in which case this Lease shall  remain in full force and  effect,  or
(ii)  terminate  this Lease as of the date the damage  occurred.  Landlord shall
notify Tenant within thirty (30) days after receipt of notice of the  occurrence
of the damage  whether  Landlord  elects to repair the damage or terminate  this
Lease.  If Landlord  elects to repair the damage,  Tenant shall pay Landlord the
"deductible amount" (if any) under Landlord's  insurance policies as provided in
Section  4.04(b) and, if the damage was due to an act or omission of Tenant,  or
Tenant's employees,  agents, contractors or invitees, the difference between the
actual  cost of repair and any  insurance  proceeds  received  by  Landlord.  If
Landlord elects to terminate this Lease, Tenant may elect to continue this Lease
in full force and effect,  in which case Tenant  shall  repair any damage to the
Property and any building in which the Property is located. Tenant shall pay the
cost of such  repairs,  except  that,  subject to the terms of any deed of trust
encumbering the Property, upon satisfactory completion of such repairs, Landlord
shall  deliver to Tenant any  insurance  proceeds  received by Landlord  for the
damage  repaired by Tenant.  Tenant shall give Landlord  written  notice of such
election within ten (10) days after receiving Landlord's termination notice.

     (c) If the damage to the Property  occurs during the last six (6) months of
this Lease Term and such  damage  will  require  more than  thirty  (30) days to
repair,  either  Landlord or Tenant may elect to terminate  this Lease as of the
date  the  damage  occurred,  regardless  of the  sufficiency  of any  insurance
proceeds.  The party  electing  to  terminate  this  Lease  shall  give  written
notification  to the other party of such election  within thirty (30) days after
Tenant's notice to Landlord of the occurrence of the damage.

     Section  7.02.  Substantial  or  Total  Destruction.  If  the  Property  is
substantially or totally  destroyed by any cause whatsoever (i.e., the damage to
the Property is greater than partial damage as described in Section  7.01),  and
regardless of whether Landlord receives any insurance proceeds, this Lease shall
terminate as of the date the destruction occurred. Notwithstanding the preceding
sentence,  if the  Property can be rebuilt  within  twelve (12) months after the
date of  destruction,  Landlord may elect to rebuild the Property at  Landlord's
own  expense,  in which case this Lease  shall  remain in full force and effect.
Landlord  shall notify  Tenant of such  election  within  thirty (30) days after
Tenant's  notice  of the  occurrence  of total or  substantial  destruction.  If


<PAGE>

Landlord so elects,  Landlord  shall  rebuild the  Property at  Landlord's  sole
expense,  except  that if the  destruction  was caused by an act or  omission of
Tenant,  Tenant  shall pay Landlord  the  difference  between the actual cost of
rebuilding  and any  insurance  proceeds  received by  Landlord,  including  the
"deductible" amount (if any) under Landlord's  insurance policies as provided in
Section 4.04(b).

     Section 7.03.  Temporary Reduction of Rent. If the Property is destroyed or
damaged and Landlord or Tenant repairs or restores the Property  pursuant to the
provisions  of this Article  Seven,  any rent payable  during the period of such
damage,  repair and/or  restoration shall be reduced according to the degree, if
any, to which Tenant's use of the Property is impaired.  However,  the reduction
shall not exceed the sum of one year's payment of rent. Except for such possible
reduction in rent, Tenant shall not be entitled to any compensation,  reduction,
or reimbursement from Landlord as a result of any damage,  destruction,  repair,
or restoration of or to the Property.

     Section 7.04. Waiver.  Tenant waives the protection of any statute, code or
judicial  decision  which  grants a tenant the right to terminate a lease in the
event of the  substantial or total  destruction of the leased  property.  Tenant
agrees that the  provisions  of Section  7.02 above shall  govern the rights and
obligations  of  Landlord  and Tenant in the event of any  substantial  or total
destruction of the Property.

ARTICLE EIGHT:  CONDEMNATION

     If all or any  portion of the  Property is taken under the power of eminent
domain  or sold  under  the  threat  of that  power  (all of  which  are  called
"Condemnation"),  this Lease shall terminate as to the part taken or sold on the
date the condemning authority takes title or possession, whichever occurs first.
If more than twenty percent (20%) of the floor area of the building in which the
Property  is  located,  or which is located on the  Property,  is taken,  either
Landlord  or  Tenant  may  terminate  this  Lease as of the date the  condemning
authority takes title or possession,  by delivering  written notice to the other
within ten (10) days after  receipt of written  notice of such taking (or in the
absence of such  notice,  within ten (10) days  after the  condemning  authority
takes title or  possession).  If neither  Landlord  nor Tenant  terminates  this
Lease,  this Lease shall  remain in effect as to the portion of the Property not
taken,  except  that the Base  Rent and  Additional  Rent  shall be  reduced  in
proportion to the reduction in the floor area of the Property.  Any Condemnation
award of payment shall be distributed in the following  order: (a) first, to any
ground lessor,  mortgagee or beneficiary  under a dead of trust  encumbering the
Property,  the amount of its interest in the  Property;  (b) second,  to Tenant,
only the amount of any award  specifically  designated  for loss of or damage to
Tenant's  trade  fixtures or  removable  personal  property;  and (c) third,  to
Landlord,  the remainder of such award, whether as compensation for reduction in
the value of the leasehold,  the taking of the fee, or otherwise.  If this Lease
is not  terminated,  Landlord shall repair any damage to the Property  caused by
the  Condemnation,  except that  Landlord  shall not be  obligated to repair any
damage for which Tenant has been reimbursed by the condemning authority.  If the
severance  damages  received  by  Landlord  are not  sufficient  to pay for such
repair,  Landlord  shall have the right to either  terminate  this Lease or make
such repair at Landlord's  expense.  Landlord and Tenant waive the protection of
California Code of Civil  Procedure  Section  1265.130  allowing either party to
petition  the Superior  Court to terminate  this Lease in the event of a partial
taking of the Property by Condemnation.


<PAGE>


ARTICLE NINE:   ASSIGNMENT AND SUBLETTING

     Section 9.01. Landlord's Consent Required. No portion of the Property or of
Tenant's  interest in this Lease may be acquired by any other  person or entity,
whether by sale, assignment,  mortgage, sublease, transfer, operation of law, or
act of Tenant, without Landlord's prior written consent (which consent shall not
be unreasonably withheld or delayed),  except as provided in Section 9.02 below.
In connection with any request for consent to a sublease or assignment, Landlord
shall not  unreasonably  withhold  its consent to a change in the use  permitted
under this Lease.  Landlord  has the right to grant or  withhold  its consent as
provided in Section 9.05 below. Any attempted  transfer without consent shall be
void and  shall  constitute  a  material  breach  of this  Lease  under  Section
10.02(c).  If  Tenant  is  a  partnership  or  limited  liability  company,  any
cumulative  transfer  of more than forty  percent  (40%) of the  partnership  or
membership interests shall constitute a transfer of Tenant's interest under this
Lease requiring Landlord's consent under Article 9 of this Lease. If Tenant is a
corporation, any change in the ownership of a controlling interest of the voting
stock of the corporation  shall constitute a transfer of Tenant's interest under
this Lease requiring Landlord's consent under Article 9 of this Lease.

     Section 9.02.  Tenant  Affiliate.  Tenant may assign this Lease or sublease
the Property,  without Landlord's consent, to any corporation which controls, is
controlled  by or is under common  control with  Tenant,  or to any  corporation
resulting  from the merger of or  consolidation  with Tenant,  provided that the
successor entity's then applicable net worth is equal to or greater than that of
Tenant as of the date hereof ("Tenant's Affiliate").  In such case, any Tenant's
Affiliate shall assume in writing all of Tenant's obligations under this Lease.

     Section 9.03. No Release of Tenant.  No transfer  permitted by this Article
Nine, whether with or without Landlord's consent, shall release Tenant or change
Tenant's primary  liability to pay the rent and to perform all other obligations
of Tenant under this Lease.  Landlord's acceptance of rent from any other person
is not a waiver of any provision of this Article  Nine.  Consent to one transfer
is not a consent to any subsequent  transfer.  If Tenant's  transferee  defaults
under this Lease,  Landlord may proceed directly against Tenant without pursuing
remedies against the transferee.  Landlord may consent to subsequent assignments
or modifications of this Lease by Tenant's transferee,  without notifying Tenant
or obtaining its consent. Such action shall not relieve Tenant's liability under
this Lease.

     Section 9.04. Right to Recapture.  Notwithstanding anything to the contrary
contained in this Article 9, Landlord  shall have the option,  by giving written
notice to Tenant  within  thirty  (30) days  after  receipt of any  request  for
consent to an assignment or sublease to recapture the subject space from Tenant.
Such recapture  notice shall cancel and terminate this Lease with respect to the
subject space as of the effective date of the proposed assignment or sublease as
stated in the  Tenant's  request for  consent.  In the event of a  recapture  by
Landlord,  if this Lease shall be canceled  with respect to less than the entire
Property,  the Base Rent  reserved  herein shall be prorated on the basis of the
number of rentable square feet retained by Tenant in proportion to the number of
rentable  square feet  contained in the  Property,  and this Lease as so amended
shall continue  thereafter in full force and effect,  and upon request of either
party,  the parties shall execute written  confirmation of the same. If Landlord
declines,  or fails to elect in a timely  manner to recapture  the subject space
under this Section 9.04, then,  provided  Landlord has consented to the proposed
assignment or sublease,  Tenant shall be entitled to proceed with the assignment
of this Lease or  sublease  of the  subject  space to the  proposed  transferee,
subject to provisions of Sections 9.03, 9.05 and 9.06 of this Lease.

<PAGE>

     Section 9.05. Landlord's Consent.

     (a) Tenant's request for consent to any such sublease,  assignment or other
transfer  shall set forth in  writing  the  details  of the  proposed  sublease,
assignment  or other  transfer,  including  the  name,  business  and  financial
condition of the prospective  transferee  (including copies of current financial
statements of the  prospective  transferee),  financial  details of the proposed
transaction  (e.g.,  the term of and the rent,  security  deposit  and any other
consideration payable under such proposed assignment, sublease or transfer), and
any other information  Landlord  reasonably may request.  Tenant shall reimburse
Landlord for all expenses,  including  reasonable  attorneys' fees in accordance
with Section 12.02 below, incurred in connection with any proposed assignment or
subletting  hereunder.  Landlord and Tenant  hereby agree that,  in  determining
whether to grant or withhold  consent to such proposed  sublease,  assignment or
other  transfer,  Landlord  may  consider,  without  limitation,  the  following
factors, which Landlord and Tenant acknowledge and agree are reasonable: (i) the
business of the proposed assignee,  sublessee or transferee and the proposed use
of the Property;  (ii) the financial strength and the business reputation of the
proposed  assignee,  sublessee or transferee;  (iii) the proposed use,  storage,
treatment,  generation or production of any Hazardous  Materials by the proposed
assignee,  sublessee or transferee; and (iv) Tenant's compliance with all of its
obligations under this Lease.  Notwithstanding  any provisions of this Lease, or
any present or future statute, law, rule or ordinance, to the contrary, Landlord
and Tenant  hereby  expressly  agree that if a court of  competent  jurisdiction
determines that Landlord  unreasonably  withheld consent to a proposed sublease,
assignment or other transfer by Tenant,  then Tenant's sole and exclusive remedy
for such breach by Landlord  shall be limited to termination of this Lease as of
the date of such court  determination,  and Tenant hereby  expressly  waives the
right to recover any monetary damages of whatever kind for such breach except to
the extent provided in Section 12.01 of this Lease.

     (b) If Tenant assigns or subleases, the following shall apply:

         (i) Tenant  shall  pay  to Landlord as Additional Rent under this Lease
     the Landlord's Share (stated in Section 1.13) of the Profit (defined below)
     on such transaction  as  and  when  received  by  Tenant,  unless  Landlord
     gives  written  notice  to  Tenant  and  the  assignee  or  subtenant  that
     Landlord's  Share shall be paid by  the  assignee or  subtenant to Landlord
     directly.  The  "Profit"  means (A) all  amounts  paid  to  Tenant for such
     assignment or sublease,  including "key" money,  monthly  rent in excess of
     the  monthly  rent  payable  under  this  Lease,  and  all  fees  and other
     consideration paid for the assignment or sublease, including fees under any
     collateral  agreements,  less  (B) reasonable  costs  and expenses directly
     incurred by Tenant in connection with the execution and performance of such
     assignment or sublease including reasonable attorneys'  fees (not to exceed
     $1,500), real estate broker's commissions and renovation or construction of
     tenant  improvements  required under such assignment or sublease. Tenant is
     entitled to recover such reasonable costs  and  expenses  before  Tenant is
     obligated to pay the Landlord's  Share to Landlord.  The Profit in the case
     of a  sublease of less than all the Property is the rent  allocable  to the
     subleased space as a percentage on a square footage basis.

         (ii) Tenant  shall  provide  Landlord  a written  statement  certifying
     all  amounts  to  be  paid from any  assignment or sublease of the Property
     within thirty  (30) days after the  transaction  documentation  is  signed,
     and  Landlord may inspect Tenant's books and records to verify the accuracy
     of such statement.  On written  request,  Tenant shall promptly  furnish to
     Landlord  copies of all the transaction documentation,  all of which  shall
     be certified by Tenant to be complete, true and correct. Landlord's receipt
     of Landlord's Share shall not be  a consent to any  further  assignment  or
     subletting.  The  breach  of  Tenant's  obligations  under  this  Paragraph
     9.05(b) shall be a material  default of this Lease.

<PAGE>

     Section 9.06. No Merger.  No merger shall result from Tenant's  sublease of
the Property  under this Article Nine,  Tenant's  surrender of this Lease or the
termination of this Lease in any other manner.  In any such event,  Landlord may
terminate  any or all  subtenancies  or  succeed  to the  interest  of Tenant as
sublandlord under any or all subtenancies.

ARTICLE TEN:    DEFAULTS; REMEDIES

     Section 10.01.  Covenants and Conditions.  Tenant's  performance of each of
Tenant's  obligations  under this Lease is a  condition  as well as a  covenant.
Tenant's  right to continue in  possession of the Property is  conditioned  upon
such performance. Time is of the essence in the performance of all covenants and
conditions.

     Section  10.02.  Defaults.  Tenant shall be in material  default under this
Lease:

     (a) If Tenant abandons the Property or if Tenant's vacation of the Property
results in the cancellation of any insurance described in Section 4.04;

     (b) If Tenant fails to pay rent or any other  charge  within three (3) days
after the date due;

     (c) If Tenant  fails to perform  any of Tenant's  non-monetary  obligations
under this  Lease for a period of thirty  (30) days after  written  notice  from
Landlord; provided that if more than five (5) days are required to complete such
performance, Tenant shall not be in default if Tenant commences such performance
within the five (5) day period and thereafter diligently pursues its completion.
However,  Landlord shall not be required to give such notice if Tenant's failure
to perform  constitutes a non-curable  breach of this Lease. The notice required
by this Paragraph is intended to satisfy any and all notice requirements imposed
by law on Landlord and is not in addition to any such requirement.

     (d) (i) If Tenant makes a general assignment or general arrangement for the
benefit of creditors;  (ii) if a petition for  adjudication of bankruptcy or for
reorganization  or  rearrangement  is  filed  by or  against  Tenant  and is not
dismissed  within thirty (30) days;  (iii) if a trustee or receiver is appointed
to take  possession  of  substantially  all of  Tenant's  assets  located at the
Property or of Tenant's interest in this Lease and possession is not restored to
Tenant within thirty (30) days; or (iv) if substantially  all of Tenant's assets
located at the  Property or of Tenant's  interest in this Lease is  subjected to
attachment,  execution or other judicial seizure which is not discharged  within
thirty (30) days. If a court of competent  jurisdiction  determines  that any of
the acts described in this  subparagraph  (d) is not a default under this Lease,
and a trustee is appointed to take  possession (or if Tenant remains a debtor in
possession) and such trustee or Tenant transfers  Tenant's  interest  hereunder,
then Landlord shall receive, as Additional Rent, the excess, if any, of the rent
(or any other consideration) paid in connection with such assignment or sublease
over the rent payable by Tenant under this Lease.

     (e) If any  guarantor  of this Lease  revokes or otherwise  terminates,  or
purports to revoke or otherwise terminate, any guaranty of all or any portion of
Tenant's  obligations under this Lease. Unless otherwise expressly provided,  no
guaranty of this Lease is revocable.

     Section  10.03.  Remedies.  On the  occurrence  of any material  default by
Tenant,  Landlord may, at any time thereafter,  with or without notice or demand
and  without  limiting  Landlord in the  exercise  of any right or remedy  which
Landlord may have:

<PAGE>

     (a)  Terminate  Tenant's  right to possession of the Property by any lawful
means,  in which case this Lease shall  terminate  and Tenant shall  immediately
surrender possession of the Property to Landlord.  In such event, Landlord shall
be entitled to recover from Tenant all damages incurred by Landlord by reason of
Tenant's default, including (i) the worth at the time of the award of the unpaid
Base Rent,  Additional  Rent and other charges which  Landlord had earned at the
time of the  termination,  (ii) the worth at the time of the award of the amount
by which the unpaid Base Rent,  Additional Rent and other charges which Landlord
would have  earned  after  termination  until the time of the award  exceeds the
amount of such rental loss that Tenant  proves  Landlord  could have  reasonably
avoided;  (iii) the  worth at the time of the  award of the  amount by which the
unpaid Base Rent, Additional Rent and other charges which Tenant would have paid
for the balance of the Lease Term after the time of award  exceeds the amount of
such rental loss that Tenant proves Landlord could have reasonably avoided;  and
(iv) any other amount  necessary to  compensate  Landlord for all the  detriment
proximately  caused by Tenant'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, any costs or expenses Landlord incurs
in  maintaining  or  preserving  the Property  after such  default,  the cost of
recovering  possession  of  the  Property,  expenses  of  reletting,   including
necessary  renovation  or  alteration  of the  Property.  Landlord's  reasonable
attorneys' fees incurred in connection therewith, and any real estate commission
paid or payable.  As used in subparts (i) and (ii) above, the "worth at the time
of the award" is computed by allowing  interest on unpaid amounts at the rate of
fifteen  percent  (15%)  per  annum,  or such  lesser  amount as may then be the
maximum  lawful rate. As used in subpart (iii) above,  the "worth at the time of
the award" is computed by  discounting  such amount at the discount  rate of the
Federal Reserve Bank of San Francisco at the time of the award, plus one percent
(1%). If Tenant has abandoned  the Property,  Landlord  shall have the option of
(i) retaking  possession of the Property and  recovering  from Tenant the amount
specified  in this  Paragraph  10.03(a),  or  (ii)  proceeding  under  Paragraph
10.03(b);

     (b) Maintain  Tenant's right to possession,  in which case this Lease shall
continue in effect  whether or not Tenant has abandoned  the  Property.  In such
event,  Landlord shall be entitled to enforce all Landlord's rights and remedies
under this Lease, including the right to recover the rent as it becomes due;

     (c) Pursue any other  remedy now or hereafter  available to Landlord  under
the laws or judicial decisions of the state in which the Property is located.

     Section  10.04.  Repayment  of "Free"  Rent.  If this Lease  provides for a
postponement  of any monthly rental  payments,  a period of "free" rent or other
rent concession, such postponed rent or "free" rent is called the "Abated Rent".
Tenant  shall  be  credited  with  having  paid  all of the  Abated  Rent on the
expiration  of the  Lease  Term  only  if  Tenant  has  fully,  faithfully,  and
punctually  performed  all of  Tenant's  obligations  hereunder,  including  the
payment  of all rent  (other  than  the  Abated  Rent)  and all  other  monetary
obligations and the surrender of the Property in the physical condition required
by this  Lease.  Tenant  acknowledges  that its right to receive  credit for the
Abated Rent is absolutely  conditioned upon Tenant's full, faithful and punctual
performance of its obligations under this Lease. If Tenant defaults and does not
cure within any  applicable  grace  period,  the Abated  Rent shall  immediately
become due and payable in full and this Lease shall be enforced as if there were
no such rent abatement or other rent concession.  In such case Abated Rent shall
be  calculated  based on the full rent payable  under this Lease at the time the
abatement applied.


<PAGE>


     Section 10.05.  Cumulative  Remedies.  Landlord's  exercise of any right or
remedy shall not prevent it from exercising any other right or remedy.


ARTICLE ELEVEN: PROTECTION OF LENDERS

     Section  11.01.  Subordination.  This  Lease  shall be  subordinate  to any
existing  ground lease,  deed of trust or mortgage,  and Landlord shall have the
right to subordinate  this Lease to any ground lease,  deed of trust or mortgage
hereafter  encumbering the Property,  any advances made on the security  thereof
and any  renewals,  modifications,  consolidations,  replacements  or extensions
thereof, whenever made or recorded. Tenant shall cooperate with Landlord and any
lender  which is  acquiring a security  interest in the  Property or this Lease.
Tenant shall execute such further  documents  and  assurances as such lender may
require,  provided  that  Tenant's  obligations  under this  Lease  shall not be
increased in any material way (the  performance of ministerial acts shall not be
deemed  material),  and Tenant  shall not be deprived  of its rights  under this
Lease.  Tenant's right to quiet possession of the Property during the Lease Term
shall  not be  disturbed  by any  future  beneficiary  under a deed of  trust or
mortgagee  under a mortgage if Tenant pays the rent and performs all of Tenant's
obligations  under this Lease and is not  otherwise  in  default.  If any ground
lessor,  beneficiary or mortgagee elects to have this Lease prior to the lien of
its ground lease,  deed of trust or mortgage and gives written notice thereof to
Tenant,  this Lease shall be deemed prior to such ground lease, deed of trust or
mortgage  whether  this Lease is dated prior or  subsequent  to the date of said
ground  lease,  deed of trust or  mortgage  or the  date of  recording  thereof.
Landlord  shall use  commercially  reasonably  efforts to obtain and  deliver to
Tenant a  commercially  reasonably  non-disturbance  agreement  from  Landlord's
mortagee(s), if any, for the benefit of Tenant.

     Section  11.02.  Attornment.  If  Landlord's  interest  in the  Property is
acquired by any ground lessor,  beneficiary under a deed of trust, mortgagee, or
purchaser at a foreclosure  sale,  then at such  person's or entity's  election,
Tenant shall attorn to the transferee of or successor to Landlord's  interest in
the Property and recognize  such  transferee or successor as Landlord under this
Lease. Tenant waives the protection of any statute or rule of law which gives or
purports  to give  Tenant  any  right  to  terminate  this  Lease  or  surrender
possession of the Property upon the transfer of Landlord's interest.

     Section  11.03.  Signing of  Documents.  Tenant  shall sign and deliver any
instrument or documents necessary or appropriate to evidence any such attornment
or subordination or agreement to do so. If Tenant fails to do so within ten (10)
days after written  request,  Tenant hereby makes,  constitutes  and irrevocably
appoints   Landlord,   or  any   transferee   or  successor  of  Landlord,   the
attorney-in-fact  of  Tenant to  execute  and  deliver  any such  instrument  or
document.

     Section 11.04. Estoppel Certificates.

     (a) Upon Landlord's written request, Tenant shall execute,  acknowledge and
deliver to Landlord a written statement  certifying:  (i) that none of the terms
or  provisions  of this Lease have been  changed (or if they have been  changed,
stating how they have been changed); (ii) that this Lease has not been cancelled
or terminated; (iii) the last date of payment of the Base Rent and other charges
and the time  period  covered  by such  payment;  (iv) that  Landlord  is not in
default  under this Lease (or, if Landlord is claimed to be in default,  stating
why); and (v) such other  representations  or information with respect to Tenant
or this  Lease as  Landlord  may  reasonably  request  or which any  prospective
purchaser or encumbrancer of the Property may require. Tenant shall deliver such
statement to Landlord within ten (10) days after  Landlord's  request.  Landlord
may  give  any  such  statement  by  Tenant  to  any  prospective  purchaser  or
encumbrancer  of  the  Property.   Such  purchaser  or  encumbrancer   may  rely
conclusively upon such statement as true and correct.

<PAGE>

     (b) If Tenant does not deliver such  statement to Landlord  within such ten
(10) day period,  Landlord,  and any prospective purchaser or encumbrancer,  may
conclusively  presume and rely upon the following  facts: (i) that the terms and
provisions of this Lease have not been changed  except as otherwise  represented
by Landlord; (ii) that this Lease has not been cancelled or terminated except as
otherwise  represented  by  Landlord;  (iii) that not more than one month's Base
Rent or other  charges have been paid in advance;  and (iv) that Landlord is not
in default  under this Lease.  In such  event,  Tenant  shall be  estopped  from
denying the truth of such facts.

     Section 11.05.  Tenant's  Financial  Condition.  Within ten (10) days after
written  request from Landlord,  Tenant shall deliver to Landlord such financial
statements as Landlord  reasonably requires to verify the net worth of Tenant or
any  assignee,  subtenant,  or  guarantor of Tenant.  In addition,  Tenant shall
deliver to any lender designated by Landlord any financial  statements  required
by such lender to  facilitate  the  financing or  refinancing  of the  Property.
Tenant  represents and warrants to Landlord that each  financial  statement is a
true and accurate  statement  as of the date of such  statement.  All  financial
statements  shall be  confidential  and shall be used only for the  purposes set
forth in this Lease.

ARTICLE TWELVE: LEGAL COSTS

     Section 12.01. Legal Proceedings.  If Tenant or Landlord shall be in breach
or default under this Lease, such party (the "Defaulting Party") shall reimburse
the  other  party  (the  "Nondefaulting  Party")  upon  demand  for any costs or
expenses that the  Nondefaulting  Party incurs in connection  with any breach or
default  of the  Defaulting  Party  under  this  Lease,  whether  or not suit is
commenced or judgment  entered.  Such costs shall  include  legal fees and costs
incurred  for  the  negotiation  of  a  settlement,  enforcement  of  rights  or
otherwise. Furthermore, if any action for breach of or to enforce the provisions
of this Lease is commenced, the court in such action shall award to the party in
whose favor a judgment is  entered,  a  reasonable  sum as  attorneys'  fees and
costs. The losing party in such action shall pay such attorneys' fees and costs.
Tenant shall also indemnify Landlord against and hold Landlord harmless from all
costs, expenses, demands and liability Landlord may incur if Landlord becomes or
is made a party to any claim or action  (a)  instituted  by Tenant  against  any
third party,  or by any third party against  Tenant (unless such claim or action
is a direct result of Landlord's  negligence  or willful  misconduct),  or by or
against any person  holding any interest  under or using the Property by license
of or  agreement  with  Tenant;  (b) for  foreclosure  of any lien for  labor or
material  furnished to or for Tenant or such other person; (c) otherwise arising
out of or resulting  from any act or transaction of Tenant or such other person;
or (d) necessary to protect Landlord's interest under this Lease in a bankruptcy
proceeding,  or other  proceeding  under Title 11 of the United  States Code, as
amended.  Tenant  shall  defend  Landlord  against  any such  claim or action at
Tenant's  expense  with  counsel  reasonably   acceptable  to  Landlord  or,  at
Landlord's election, Tenant shall reimburse Landlord for any legal fees or costs
Landlord incurs in any such claim or action.

<PAGE>

     Section 12.02.  Landlord's Consent.  Tenant shall pay Landlord's reasonable
attorneys'  fees incurred in connection  with  Tenant's  request for  Landlord's
consent under Article Nine  (Assignment and  Subletting),  or in connection with
any other act which Tenant proposes to do and which requires Landlord's consent.

ARTICLE THIRTEEN:      MISCELLANEOUS PROVISIONS

     Section 13.01.  Non-Discrimination.  Tenant promises, and it is a condition
to the continuance of this Lease, that there will be no discrimination  against,
or segregation  of, any person of group of persons on the basis of race,  color,
sex, creed, national origin or ancestry in the leasing, subleasing, transferring
occupancy, tenure or use of the Property or any portion thereof.

     Section 13.02. Landlord's Liability; Certain Duties.

     (a) As used in this Lease, the term "Landlord" means only the current owner
or owners of the fee title to the  Property or Project or the  leasehold  estate
under a ground lease of the  Property or Project at the time in  question.  Each
Landlord is obligated to perform the  obligations  of Landlord  under this Lease
only during the time such Landlord owns such interest or title. Any Landlord who
transfers its title or interest is relieved of all liability with respect to the
obligations of Landlord under this Lease to be performed on or after the date of
transfer.  However, each Landlord shall deliver to its transferee all funds that
Tenant  previously  paid if such funds have not yet been applied under the terms
of this Lease.

     (b) Tenant shall give written  notice of any failure by Landlord to perform
any of its  obligations  under this Lease to Landlord and to any ground  lessor,
mortgagee or beneficiary  under any deed of trust encumbering the Property whose
name and address have been furnished to Tenant in writing. Landlord shall not be
in default under this Lease unless Landlord (or such ground lessor, mortgagee or
beneficiary)  fails to cure such  non-performance  within thirty (30) days after
receipt of Tenant's notice. However, if such non-performance reasonably requires
more than  thirty  (30) days to cure,  Landlord  shall not be in default if such
cure is commenced  within such thirty (30) day period and thereafter  diligently
pursued to completion.

     (c)  Notwithstanding  any term or  provision  herein to the  contrary,  the
liability of Landlord for the  performance of its duties and  obligations  under
this Lease is limited to  Landlord's  interest in the  Property and the Project,
and neither  the  Landlord  nor its  partners,  shareholders,  officers or other
principals shall have any personal liability under this Lease.

     Section  13.03.  Severability.  A  determination  by a court  of  competent
jurisdiction  that any provision of this Lease or any part thereof is illegal or
unenforceable  shall not cancel or invalidate the remainder of such provision or
this Lease, which shall remain in full force and effect.

     Section 13.04. Interpretation.  The captions of the Articles or Sections of
this Lease are to assist the parties in reading this Lease and are not a part of
the terms or provisions of this Lease.  Whenever required by the context of this
Lease,  the singular  shall  include the plural and the plural shall include the
singular.  The  masculine,  feminine and neuter  genders  shall each include the
other.  In any provision  relating to the conduct,  acts or omissions of Tenant,
the  term  "Tenant"  shall  include  Tenant's  agents,  employees,  contractors,
invitees,  successors or others using the Property  with  Tenant's  expressed or
implied permission.

<PAGE>

     Section 13.05. Incorporation of Prior Agreements; Modifications. This Lease
is the  only  agreement  between  the  parties  pertaining  to the  lease of the
Property and no other  agreements  are  effective.  All amendments to this Lease
shall be in writing and signed by all  parties.  Any other  attempted  amendment
shall be void.

     Section 13.06.  Notices. All notices required or permitted under this Lease
shall be in writing and shall be personally delivered or sent by certified mail,
return receipt requested,  postage prepaid. Notices to Tenant shall be delivered
to the address specified in Section 1.03 above, except that upon Tenant's taking
possession of the Property,  the Property  shall be Tenant's  address for notice
purposes.  Notices to Landlord  shall be delivered  to the address  specified in
Section 1.02 above.  All notices shall be effective upon delivery.  Either party
may change its notice address upon written notice to the other party.

     Section 13 07.  Waivers.  All waivers  must be in writing and signed by the
waiving party.  Landlord's failure to enforce any provision of this Lease or its
acceptance  of rent shall not be a waiver and shall not  prevent  Landlord  from
enforcing that provision or any other provision of this Lease in the future.  No
statement on a payment check from Tenant or in a letter  accompanying  a payment
check shall be binding on  Landlord.  Landlord  may,  with or without  notice to
Tenant,  negotiate  such check  without  being bound to the  conditions  of such
statement.

     Section 13.08. No  Recordation.  Tenant shall not record this Lease without
prior written  consent from Landlord.  If Landlord  consents to such  recording,
Tenant shall pay all taxes and recording fees in connection therewith.

     Section 13.09.  Binding  Effect;  Choice of Law. This Lease binds any party
who  legally  acquires  any rights or  interest  in this Lease from  Landlord or
Tenant. However,  Landlord shall have no obligation to Tenant's successor unless
the rights or interests of Tenant's  successor are acquired in  accordance  with
the terms of this Lease.  The laws of the state in which the Property is located
shall govern this Lease.

     Section  13.10.  Corporate  Authority;  Partnership  or  Limited  Liability
Company Authority. If Tenant is a corporation, each person signing this Lease on
behalf of Tenant represents and warrants that he or she has full authority to do
so and that this Lease binds the corporation.  Upon Landlord's  request,  Tenant
shall deliver to Landlord a certified  copy of a resolution of Tenant's Board of
Directors  authorizing  the  execution  of this Lease or other  evidence of such
authority  reasonably  acceptable  to Landlord.  If Tenant is a  partnership  or
limited liability  company,  each person or entity signing this Lease for Tenant
represents  and  warrants  that  he,  she  or it is a  general  partner  of  the
partnership or member of the limited liability company, as applicable,  that he,
she or it has full authority to sign for the  partnership  or limited  liability
company,  as  applicable,  and that this  Lease  binds the  partnership  and all
general partners of the partnership or limited liability company, as applicable.
Tenant  shall given  written  notice to Landlord  of any  general  partner's  or
member's  withdrawal  or addition.  Within  thirty (30) days after this Lease is
signed,  Tenant shall deliver to Landlord a copy of Tenant's recorded  statement
of  partnership   or   certificate   of  limited   partnership  or  articles  of
organization, as applicable.

<PAGE>

     Section 13.11. Joint and Several Liability.  All parties signing this Lease
as Tenant shall be jointly and severally  liable for all  obligations of Tenant.
The parties  acknowledge  that so long as Gish  Biomedical,  Inc.,  a California
corporation  ("Gish"),  is the sole tenant under this Lease, the foregoing joint
and  several  liability  provision  does not apply.  However,  in the event that
another entity or individual is joined with Gish as a tenant under this Lease or
in the event that Gish  assigns its  interest  under this Lease to more than one
party,  than the joint and several  liability  provisions  of this Section shall
apply.

     Section  13.12.  Force  Majeure.  If either party cannot perform any of its
obligations  due to events beyond its control,  the time provided for performing
such obligations  shall be extended by a period of time equal to the duration of
such events; provided, however, that nothing in this Section shall excuse Tenant
from the payment of rent and any other  charges  required to be paid  hereunder,
except as otherwise expressly provided in this Lease. Events beyond the parties'
control  include,  but are not limited to, acts of God,  war,  civil  commotion,
labor disputes,  strikes,  fire, flood or other casualty,  shortages of labor or
material, government regulation or restriction and weather conditions.

     Section  13.13.   Execution  of  Lease.  This  Lease  may  be  executed  in
counterparts and, when all counterpart documents are executed,  the counterparts
shall constitute a single binding instrument.  Landlord's delivery of this Lease
to Tenant  shall not be deemed to be an offer to lease and shall not be  binding
upon either party until executed and delivered by both parties.

     Section 13.14. Survival. All representations and warranties of Landlord and
Tenant shall survive the termination of this Lease.

ARTICLE FOURTEEN:      BROKERS

     Except  with  respect to the brokers  named in Section  1.09 of this Lease,
Tenant hereby  represents  and warrants to Landlord that it has not entered into
any agreement or incurred any obligation which might result in the obligation to
pay any brokerage commission, finder's fee or other compensation with respect to
this Lease,  and Tenant agrees to indemnify and hold Landlord  harmless from and
against any losses,  damages, costs or expenses (including,  without limitation,
attorney's  fees) incurred by the other by reason of any breach or inaccuracy of
such representation or warranty.

ARTICLE FIFTEEN:       OTHER PROVISIONS

     Section  15.01.  Confidentiality.  Tenant agrees that except as required by
law, it shall keep confidential,  and shall not disclose to any third party, the
terms,  provisions and contents of this Lease,  or any  information  relating to
this Lease except as reasonably  necessary in the course of judicial proceedings
or as required by any governmental entity.

<PAGE>

     Section  15.02.  Landlord's  Liability.  Notwithstanding  anything  to  the
contrary  contained  in the Lease,  Tenant  agrees  that its sole and  exclusive
remedy  shall  be  against  Landlord's  interest  in the  Project  and  that the
obligations of Landlord under the Lease do not constitute  personal  obligations
of the individual  partners,  whether general or limited,  directors,  officers,
shareholders or trustees of Landlord, and Tenant shall not seek recourse against
the  individual  partners,  directors,  officers,  shareholders  or  trustees of
Landlord or any of their personal assets for  satisfaction of any liability with
respect to the Lease. Notwithstanding anything to the contrary contained in this
Lease,  in no event shall  Landlord be liable  under any  circumstances  for any
consequential damages, including without limitation, lost profits.

ARTICLE SIXTEEN:  TENANT  IMPROVEMENTS Prior to the Commencement Date,  Landlord
shall, at Landlord's sole cost and expense,  using building standard  materials,
(i)  install  new carpet in the office are of the  Property,  and (ii) paint the
interior walls of the office area of the Property.

    ARTICLE SEVENTEEN:     OPTION TO EXTEND

     Section  17.01.  Landlord  hereby  grants to  Tenant  one (1)  option  (the
"Option")  to extend the term of this  Lease for five (5) years (the  "Extension
Period"),  on the same terms and  conditions  as set forth in this Lease (except
that there  shall be no further  tenant  improvements  or  additional  option to
extend the  Extension  Period) but at an increased  rent as set forth in Section
17.03 below.  The Option shall be exercised only by written notice  delivered to
Landlord no more than two hundred forty (240) days and no later than one hundred
and eighty (180) days prior to the expiration of the Lease Term. If Tenant fails
to deliver to Landlord written notice of the exercise of the Option on or before
such date, the Option shall lapse, and there shall be no further right to extend
the term of this Lease.  The Option shall be  exercisable  by Tenant only on the
express  condition that (i) at the time of the exercise,  and at all times prior
to the  commencement  of the Extension  Period,  Tenant shall not be in material
default  under any of the  provisions  of this Lease,  and (ii) Tenant shall not
have been ten (10) or more days late in the  payment of Base Rent more than once
during any twelve (12) consecutive month period during the Lease Term.

     Section 17.02.  If Tenant  subleases any portion of the Property or assigns
or otherwise  transfers any interest  under this Lease to an entity other than a
Tenant Affiliate prior to the exercise of the Option, the Option shall lapse. If
Tenant  subleases any portion of the Property or assigns or otherwise  transfers
any  interest  of Tenant  under  this  Lease to any  person or entity  after the
exercise of the Option but prior to the  commencement  of the  Extension  Period
(whether  with or without  Landlord's  consent),  the Option shall lapse and the
term  of  this  Lease  shall  expire  as if  such  Option  were  not  exercised.
Notwithstanding  anything to the contrary set forth in this Section  17.02,  the
Option shall not lapse if any such sublease,  assignment or other transfer is to
an entity which  controls,  is  controlled  by or is under  common  control with
Tenant.

     Section  17.03.  Base Rent for the Property shall be increased on the first
day of the Extension Period to an amount equal to the "fair rental value" of the
Property as of the first day of the  Extension  Period  (which fair rental value
determination  may include  increases  in rent during the  Extension  Period and
percentage  rent  amounts),  which fair  rental  value  shall be  determined  by
Landlord in its sole but reasonable  discretion,  after evaluating,  among other
things,  the rents at similar buildings in the same general geographic area, but
in no event  shall the Base Rent be less than the then  current  Base Rent being
paid by Tenant. Landlord shall notify Tenant in writing of such determination of
fair rental value within thirty (30) days after  Landlord's  receipt of Tenant's
notice exercising the Option. If Tenant shall dispute  Landlord's  determination
of fair rental value for the Property,  then Landlord and Tenant shall negotiate
in good faith to arrive at a mutually  agreeable  Base Rent  within  thirty (30)
days after Tenant's receipt of Landlord's statement. If the parties cannot agree
within such thirty (30) day period,  then Tenant  shall have the right to submit
the issue of  Landlord's  reasonableness  (but not the fair  rental  value)  for
neutral  binding   arbitration  (and  not  by  court  action)  to  the  American
Arbitration Association in accordance with the rules of such Association then in
effect.  Tenant shall exercise such right of  arbitration by delivering  written
notice of such  election  within  thirty (30) days after  receipt of  Landlord's
notice of fair rental value.  If the  arbitrators  shall decide that  Landlord's
determination of fair rental value was reasonable,  then fair rental value shall
be the amount  previously  determined  by  Landlord.  If the  arbitrators  shall
determine that Landlord acted unreasonably,  then Landlord shall redetermine the
fair rental value in its sole but  reasonable  discretion,  provided that Tenant
shall again have the right to challenge Landlord's  reasonableness in the manner
set forth  above.  In no event shall the  arbitrators  be permitted to determine
rental value under this Lease. The decision of the arbitrators  shall be binding
upon both parties.  Each party shall share  equally the cost of the  arbitration
process.


<PAGE>



     Landlord  and Tenant  have  signed this Lease at the place and on the dates
specified adjacent to their signatures below and have initialed all Riders which
are attached to or incorporated by reference in this Lease.

                                          "LANDLORD"

Signed on  December 4, 2000               BUCKHEAD INDUSTRIAL PROPERTIES, INC.,
           ----------------
                                          a Maryland corporation

                                          By:  /s/ John Powell
                                               --------------------------
                                          Its: Investment Officer
                                               --------------------------
                                          By:
                                               --------------------------
                                          Its:
                                               --------------------------

                                          "TENANT"

Signed on  November 28, 2000              GISH BIOMEDICAL, INC.
           -----------------
                                          a California corporation

                                          By:  /s/ Kelly D. Scott
                                               --------------------------
                                          Its:   President
                                               --------------------------
                                          By:  /s/ Les Taeger
                                               --------------------------

                                          Its: /s/Chief Financial Officer
                                               --------------------------

     IN ANY REAL ESTATE  TRANSACTION,  IT IS RECOMMENDED THAT YOU CONSULT WITH A
PROFESSIONAL,  SUCH AS A CIVIL  ENGINEER,  INDUSTRIAL  HYGIENIST OR OTHER PERSON
WITH  EXPERIENCE  IN EVALUATING  THE  CONDITION OF THE  PROPERTY,  INCLUDING THE
POSSIBLE  PRESENCE OF ASBESTOS,  HAZARDOUS  MATERIALS  AND  UNDERGROUND  STORAGE
TANKS.


<PAGE>



                                    ADDENDUM

        This  Addendum to Industrial Real Estate Lease  (Multi-Tenant  Facility)
        (this  "Addendum")  is  hereby  incorporated  into the  Industrial  Real
        Estate Lease (Multi-Tenant  Facility) dated as of November 28, 2000 (the
        "Lease"),  by  and  between  Buckhead  Industrial  Properties,  Inc.,  a
        Maryland  corporation,  as   Landlord,  and  Gish  Biomedical,  Inc.,  a
        California  corporation,  as  Tenant,  and made a part thereof as though
        fully set forth at length therein.  To  the extent any of the provisions
        of this Addendum  conflict with any  other  provisions of the Lease, the
        provisions of this Addendum shall control.

1.      Square Footage of Property.  Tenant may, at Tenant's option and expense,
        within  thirty  (30)  days  after  execution  of this  Lease,  have  its
        architect  remeasure the square  footage of the  Property.  Tenant shall
        submit such  remeasurement  to Landlord for Landlord's  approval,  which
        shall not be unreasonably withheld, delayed or conditioned, and the Base
        Rent and all additional  charges based on the area of the Property shall
        be  adjusted  accordingly  to reflect the actual  square  footage of the
        Property.

2.      Expansion.  Landlord  shall  use   commercially  reasonable  efforts  to
        accommodate Tenant's expansion needs.

3.      Limitations on Tenant's Liability. Unless caused by Tenant, Tenant shall
        not  have any responsibility or liability for (i) existing violations of
        any  laws  relating  to  any  part of the Property as of the date Tenant
        takes  possession  of  the  Property,  including,  but  not  limited to,
        violations of any building codes, laws relating to Hazardous Substances,
        and the Americans with Disabilities Act of 1990, 42  U.S.C.ss.ss.  12101
        et seq.  and 47  U.S.C.ss.ss.  225 et seq. as amended from time to time,
        and any similar or successor federal,state, or local laws (collectively,
        the "ADA"), or (ii) any  Hazardous  Substances  present in, on, under or
        about any  part of the Property as of the date Tenant  takes  possession
        of the Property.

4.      Amortization  of Costs.  The cost of any item  included  in Common  Area
        Operating  Expenses that is considered a capital repair,  replacement or
        improvement under generally accepted accounting principles  consistently
        applied ("Capital Item") shall be amortized over the useful life of such
        Capital Item and Tenant's Share of Common Area  Operating  Expenses with
        respect to such Capital  Item in any given year shall  include only that
        year's annual amortization.


<PAGE>

                                    EXHIBIT A

                                    Site Plan

                             [Drawing of site plan.]

<PAGE>

                                    EXHIBIT B

                        Hazardous Materials Questionnaire

(Company Name):  Gish Biomedical, Inc., a California corporation
               -----------------------------------------------------------------

"Premises":  15041 Bake Parkway, Suite F, Irvine, California
           ---------------------------------------------------------------------

This  Hazardous  Materials  Questionnaire  is  designed  to solicit  information
concerning your proposed use of Hazardous Materials at 15041 Bake Parkway, Suite
F,  Irvine,  California . The term  "Hazardous  Materials"  means any  flammable
items,  explosives,   radioactive  materials,  hazardous  or  toxic  substances,
material or waste or related  materials,  including any substances defined as or
included  in the  definition  of  "hazardous  substances",  "hazardous  wastes",
"infectious  wastes",   "hazardous  materials"  or  "toxic  substances"  now  or
subsequently  regulated under any federal,  state or local laws,  regulations or
ordinances, including without limitation, oil, petroleum-based products, paints,
solvents,  lead,  cyanide,  DDT,  printing  inks,  acids,  pesticides,   ammonia
compounds and other chemical products, asbestos, PCBs and similar compounds, and
including any different  products and materials which are subsequently  found to
have adverse effects on the environment or the health and safety of persons.

1.  BACKGROUND INFORMATION
    ----------------------

    Gish Biomedical, Inc., a California corporation
    ----------------------------------------------------------------------------
    Name (Corporation, General/Limited Partnership, Public Agency or Individual)

    2681 Kelvin Avenue
    ----------------------------------------------------------------------------
    Street Address

    Irvine, CA 92614-5821
    ----------------------------------------------------------------------------
    City, State, Zip Code

    Contact Person and Title: Jose Cedeno - Manufacturing Manager
                             ------------------------------------

    Telephone Number: (949) 553-7351
                     ---------------

<PAGE>

2.  If  you have  conducted  the specific  business or activity  planned for the
    "Premises" at any other site,  please  provide the following information:

    a.      Address of other site:

                                   2681 Kelvin Avenue, Irvine, CA  922614-5821
            --------------------------------------------------------------------

    b.      Period of operation at such site:

                                   Since 1991 to present.
            --------------------------------------------------------------------

    c.      Name under which operations were conducted:

                                   Gish Biomedical, Inc.
            --------------------------------------------------------------------

    d.      Type of activity or manufacturing process conducted at other site:

                                   Disposable medical devices manufacturer.
            --------------------------------------------------------------------

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

3.  Have  you  ever  been the subject of any investigation,  inquiry,  notice of
    violation,  order or proceeding regarding your use  of  Hazardous Materials?
    If so, please explain.

                            No.
            --------------------------------------------------------------------

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

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

4.  With respect to the proposed operation at the "Premises", please provide the
    following information:

    a.      Type of activity or manufacturing process proposed for "Premises" if
            different from 2(d).

                       Storage of Vorite and Polycin - "Not Regulated"
            --------------------------------------------------------------------

<PAGE>

    b.      Do  you  intend  to  store  or  use  any  Hazardous Materials on the
            Premises?      No.
                     --------------------------------------

            If  yes,  the  information   below  is  to  be  incorporated  on the
    attached table which will be incorporated into the lease.

    c.      Please  list  on  the  attached  exhibit all hazardous  materials to
            be  used  in  the  proposed  operation or  manufacturing  process or
            stored  at  the  site.  Described  the  use  of  the  material,  the
            quantity to be used on  a  weekly  or  monthly  basis,  the quantity
            to be stored at the site  at  any  one  time, the method of storage,
            volume  of  wastewaters  or  solid  and  hazardous  material  wastes
            generated  and  the  method  of  disposal of such wastes  (including
            disposal company and disposal site).

    d.      Please  provide  a  list of  the  permits  and/or  filings that have
            been obtained or will be necessary  to  obtain  in  connection  with
            the  use  and/or  storage  of  hazardous  materials at the Premises.

    Permit/Filing                                Obtained/To Be Obtained

         N/A                               N/A
    -----------------------------

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

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

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

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

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

    e.      Please  include MSDS sheets for any hazardous material to be used at
            the Premises and listed in the enclosed table.

5.  As  an  officer,  a  general partner,  or duly authorized  representative of
    the  company,  I  am  familiar with all of the company and the operations to
    be conducted  on  the  Premises.  I  have  made due inquiry in answering the
    foregoing questions and hereby certify that  to  the  best  of my knowledge,
    the information disclosed above is true, correct and complete.

        Signature       /s/ Les Taeger
                        ------------------------------------------
        Print Name      Les Taeger
                        ------------------------------------------
        Title           CFO
                        ------------------------------------------
        Date            11/28/00
                        ------------------------------------------

<PAGE>


                          HAZARDOUS MATERIAL INVENTORY

<TABLE>

<S>                  <C>           <C>                   <C>                        <C>                 <C>
                                     ADDRESS:15041  Bake Parkway, Suite F, Irvine, California
                                             -------------------------------------------------

                                   Quantity              Quantity                   Wastes              Disposal Method

Material1            Use            Used2    Stored3         Method of Storage               Generated4     Of Wastes Generated5
---------            ---            ---------------------    -----------------               ----------     --------------------

Vorite     Production at different  N/A   +/- 40,000 lbs.  Drums (55 gal ea.)     N/A                    N/A
Polycin         facility location               +/- 40,000 lbs.      "                   N/A                      N/A

</TABLE>



1.      Please attached Material Safety Data Sheets (MSDS).
2.      Quantity used in 30 day period.
3.      Quantity stored in 30 day period.
4.      Estimated  volume of  Hazardous Material  wastewaters or other Hazardous
        Material  liquids  generated;  estimated   volume  of   Solid  Hazardous
        Materials waste generated.
5.      Describe  the  treatment,  recycling, storage or disposal activities for
        all Hazardous Materials Waste including name of disposal company.


<PAGE>

                                    EXHIBIT C

                         Tenant Moveout Responsibilities


1.      Repair  all  holes  in walls and paint over repaired areas with matching
        paint.

2.      Repair  all  damaged  walls, cinderblock  demising  walls  and sheetrock
        demising walls.

3.      Steam  clean  all  stained areas of carpet, vacuum all carpet and clean,
        mop and wax all tile floors.

4.      Insure  there are no plumbing leaks  and all fixtures are operational in
        restrooms and kitchen areas.

5.      Clean  all  bathroom  and  kitchen  fixtures,  and make certain that all
        bathroom and kitchen fixtures are intact.

6.      Replace all damaged restroom fixtures.

7.      Replace  all broken and/or stained ceiling  tiles and repair any damaged
        ceiling grid not the result of ordinary wear and tear.

8.      Repair  all  light  fixtures  and bulbs to proper  operating  order.  If
        the bulbs are burned out,replace the bulb. If the ballasts are defective
        or burned out, replace the ballast.

9.      Replace all damaged light fixtures.

10.     Replace all broken or damaged light lenses.

11.     Clean all dirty light lenses.

12.     All electrical  outlets,  telephone jacks and switches must be in proper
        operating  order  with  cover  plates  intact.  If the cover  plates are
        damaged or missing, replace the cover plates.

<PAGE>

13.     Cap any dangling or loose electrical wires.

14.     Replace and/or repair damaged column poles.

15.     Replace any missing dock bumpers and repair damage to grade beam.

16.     All overhead  doors and dock levelers must operate properly, replace all
        damaged panels or doors.

17.     Clean  warehouse  floor from any tars,  paints greases or other residue.
        Sweep, power scrub, or mop and seal, if necessary. If floor is extremely
        dirty, floor must be cleaned using a scrubber.

18.     Clean out and dispose of all trash in the facility.

19.     Replace damaged interior downspout/drains.

20.     Repair all rails spurs if necessary.

21.     Have  the  HVAC  system  inspected/repaired  and get a written report on
        condition.  Forward report to Property Manager.

22.     Clean all HVAC vent returns.

23.     Remove  all  warehouse  racking   systems,   fences,  etc.  If  racking,
        fencing, etc. are bolted to the floor, cut bolts to floor level and fill
        cracked areas around bolts with epoxy cement filler.

     The  Tenant  Moveout  Responsibilities  set forth in this  Exhibit C are in
addition to (a) Tenant's moveout  responsibilities  set forth in Section 6.06 of
this Lease,  and (b) Landlord's  punch list to be provided to Tenant at the time
of Landlord's walk through upon expiration or earlier termination of this Lease.


<PAGE>



                                    EXHIBIT D

[Exhibit left blank.]

                         Memorandum of Term Commencement

To:     Gish Biomedical, Inc.




        Re:     Industrial  Real  Estate  Lease  (Multi-Tenant  Facility)  dated
                November  28,  2000  (the  "Lease"), between BUCKHEAD INDUSTRIAL
                PROPERTIES, INC., a Maryland  corporation ("Landlord"), and GISH
                BIOMEDICAL,   INC.,   a    California   corporation  ("Tenant"),
                concerning 15041 Bake Parkway, Suite F, Irvine, California


Gentlemen:

     In  accordance  with the Lease,  we wish to advise  you  and/or  confirm as
follows:

     1. The Lease  Term  shall  commence  on or has  commenced  on _____________
        for a term of _____________ months ending on _____________.

     2. Base   Rent   commenced   to   accrue   on ______________________ ,   in
        the   amount   of $_________________________.

     3. If the  Commencement  Date is other than the first day of the month, the
        first  billing  will  contain  a  pro  rata  adjustment.  Each   billing
        thereafter, with  the exception of  the final billing,  shall be for the
        full amount of the monthly installment as provided for in the Lease.

     4. Your  rent   checks   should  be  made   payable   to __________________
        and   mailed  to ______________________________________________________.

     The parties acknowledge and agree that this Memorandum of Term Commencement
hereby  replaces and  supercedes  any  previously  executed  Memorandum  of Term
Commencement.
                                                 "Landlord":

                                                 BUCKHEAD INDUSTRIAL PROPERTIES,
                                                 INC., a Maryland corporation

                                                 By:

                                                 Its:
        Agreed to and Accepted:

        "Tenant":

        GISH BIOMEDICAL, INC.,
        a California  corporation

        By:


        Its: