<PAGE>   1
                                                                    EXHIBIT 10.9

               [LOGO] AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

                               STANDARD SUBLEASE

     1.   PARTIES. This Sublease, dated, for reference purposes only, March 1,
2000, is made by the between Kniesel's Hi-Tech, Inc. ("Sublessor") and Glacier
Distribution Company ("Sublessee").
     2.   PREMISES. Sublessor hereby subleases to Sublessee and Sublessee
hereby subleases from Sublessor for the term, at the rental, and upon all of
the conditions set forth herein, that certain real property, including all
improvements therein, and commonly known by the street address of 7333
Roseville Road, Suite 1, Sacramento located in the County of Sacramento, State
of California and generally described as (describe briefly the nature of the
property) 24,800 square feet of warehouse area including +512 square feet of
office area. ("Premises").
     3.   TERM.
          3.1  TERM. The term of this Sublease shall be for twelve (12) months
commencing on March 1, 2000 and ending on February 28, 2001 unless sooner
terminated pursuant to any provision hereof.
          3.2  DELAY IN COMMENCEMENT. Sublessor agrees to use its best
commercially reasonable efforts to deliver possession of the Premises by the
commencement date. If, despite said efforts, Sublessor is unable to deliver
possession as agreed, the rights and obligations of Sublessor and Sublessee
shall be as set forth in Paragraph 3.3 of the Master Lease (as modified by
Paragraph 7.3 of this Sublease).
     4.   RENT
          4.1  BASE RENT. Sublessee shall pay to Sublessor as Base Rent for the
Premises equal monthly payments of $2,568.00 in advance, on the first (1st) day
of each month of the term hereof. Sublessee shall pay Sublessor upon the
execution hereof $2,568.00 as Base Rent for March, 2000. Said rent is on a
"gross" basis and includes all "CAM" charges. Base Rent for any period during
the term hereof which is for less than one month shall be a pro rata portion of
the monthly installment.
          4.2  RENT DEFINED. All monetary obligations of Sublessee to Sublessor
under the terms of this Sublease (except for the Security Deposit) are deemed
to be rent ("Rent"). Rent shall be payable in lawful money of the United States
to Sublessor at the address stated herein or to such other persons or at such
other places as Sublessor may designate in writing. (See P. 13)
          5.   SECURITY DEPOSIT. Sublessee shall deposit with Sublessor upon
execution hereof $2,568.00 as security for Sublessee's faithful performance of
Sublessee's obligations hereunder. The rights and obligations of Sublessor and
Sublessee as to said Security Deposit shall be as set forth in Paragraph 5 of
the Master Lease (as modified by Paragraph 7.3 of this Sublease).
          6.   USE.
               6.1  AGREED USE. The Premises shall be used and occupied only
for distribution, warehousing and office administration and for no other
purpose.
               6.2  COMPLIANCE. Sublessor warrants that the improvements on the
Premises comply with all applicable covenants or restrictions of record and
applicable building codes, regulations and ordinances ("Applicable
Requirements") in effect on the commencement date. Said warranty does not apply
to the use to which Sublessee will put the Premises or to any alterations or
utility installations made or to be made by Sublessee. NOTE: Sublessee is
responsible for determining whether or not the zoning is appropriate for its
intended use, and acknowledges that past uses of the Premises may no longer be
allowed. If the Premises do not comply with said warranty, or in the event that
the Applicable Requirements are hereafter changed, the rights and obligations
of Sublessor and Sublessee shall be as provided in Paragraph 2.3 of the Master
Lease (as modified by Paragraph 7.3 of this Sublease).
               6.3  ACCEPTANCE OF PREMISES AND LESSEE. Sublessee acknowledges
that:
                    (a) It has been advised by Brokers to satisfy itself with
respect to the condition of the Premises (including but not limited to the
electrical, HVAC and fire sprinkler systems, security, environmental aspects,
and compliance with Applicable Requirements), and their suitability for
Sublessee's intended use,
                    (b) Sublessee has made such investigation as it deems
necessary with reference to such matters and assumes all responsibility
therefor as the same relate to its occupancy of the Premises, and
                    (c) neither Sublessor, Sublessor's agents, nor any Broker
has made any oral or written representations or warranties with respect to said
matters other than as set forth in this Sublease.
     In addition, Sublessor acknowledges that:
                    (a) Broker has made no representations, promises or
warranties concerning Sublessee's ability to honor the Sublease or suitability
to occupy the Premises, and
                    (b) It is Sublessor's sole responsibility to investigate
the financial capability and/or suitability of all proposed tenants.
     7.   MASTER LEASE
          7.1  Sublessor is the lessee of the Premises by virtue of a lease,
hereinafter the "MASTER LEASE", a copy of which is attached hereto marked
Exhibit 1, wherein CV-SCE II, LLC, a California Limited Liability Company is
the lessor, hereinafter the "Master Lessor"
          7.2  This Sublease is and shall be at all time subject and
subordinate to the Master Lease.
          7.3  The terms, conditions and respective obligations of Sublessor
and Sublessee to each other under this Sublease shall be the terms and
conditions of the Master Lease except for those provisions of the Master Lease
which are directly contradicted
<PAGE>   2
by this Sublease in which event the terms of this Sublease document shall
control over the Master Lease. Therefore, for the proposes of this Sublease,
wherever in the Master Lease the word "Lessor" is used it shall be deemed to
mean the Sublessor herein and wherever in the Master Lease the word "Lessee" is
used it shall be deemed to mean the Sublessee herein.

          7.4  During the term of this Sublease and for all periods subsequent
for obligations which have arisen prior to the termination of this Sublease,
Sublessee does hereby expressly assume and agree to perform and comply with, for
the benefit of Sublessor and Master Lessor, each and every obligation of
Sublessor under the Master Lease except for the following paragraphs which are
excluded therefrom: N/A

          7.5  The obligations that Sublessee has assumed under paragraph 7.4
hereof are hereinafter referred to as the "Sublessee's Assumed Obligations". The
obligations that Sublessee has not assumed under paragraph 7.4 hereof are
hereinafter referred to as the "Sublessor's Remaining Obligations".

          7.6  Sublessee shall hold Sublessor free and harmless from all
liability, judgments, costs, damages, claims or demands, including reasonable
attorneys' fees, arising out of Sublessee's failure to comply with or perform
Sublessee's Assumed Obligations.

          7.7  Sublessor agrees to maintain the Master Lease during the entire
term of this Sublease, subject, however, to any earlier termination of the
Master Lease without the fault of the Sublessor, and to comply with or perform
Sublessor's Remaining Obligations and to hold Sublessee free and harmless from
all liability, judgments, costs, damages, claims or demands arising out of
Sublessor's failure to comply with or perform Sublessor's Remaining Obligations.

          7.8  Sublessor represents to Sublessee that the Master Lease is in
full force and effect and that no default exists on the part of any Party to the
Master Lease.

     8.   Assignment of Sublease and Default.

          8.1  Sublessor hereby assigns and transfers to Master Lessor the
Sublessor's interest in this Sublease, subject however to the provisions of
Paragraph 8.2 hereof.

          8.2  Master Lessor, by executing this document, agrees that until a
Default shall occur in the performance of Sublessor's Obligations under the
Master Lease, that Sublessor may receive, collect and enjoy the Rent accruing
under this Sublease. However, if Sublessor shall Default in the performance of
its obligations to Master Lessor then Master Lessor may, at its option, receive
and collect, directly from Sublessee, all Rent owing and to be owned under this
Sublease. Master Lessor shall not, by reason of this assignment of the Sublease
nor by reason of the collection of the Rent from the Sublessee, be deemed liable
to Sublessee for any failure of the Sublessor to perform and comply with
Sublessor's Remaining Obligations.

          8.3  Sublessor hereby irrevocably authorizes and directs Sublessee
upon receipt of any written notice from the Master Lessor stating that a Default
exists in the performance of Sublessor's obligations under the Master Lease, to
pay to Master Lessor the Rent due and to become due under the Sublease.
Sublessor agrees that Sublessee shall have the right to rely upon any such
statement and request from Master Lessor, and that Sublessee shall pay such Rent
to Master Lessor without any obligation or right to inquire as to whether such
Default exists and notwithstanding any notice from or claim from Sublessor to
the contrary and Sublessor shall have no right or claim against Sublessee for
any such Rent so paid by Sublessee.

          8.4  No changes or modifications shall be made to this Sublease
without the consent of Master Lessor.

     9.   Consent of Master Lessor.

          9.1  In the event that the Master Lease requires that Sublessor obtain
the consent of Master Lessor to any subletting by Sublessor then, this Sublease
shall not be effective unless, within ten days of the date hereof, Master Lessor
signs this Sublease thereby giving its consent to this Subletting.

          9.2  In the event that the obligations of the Sublessor under the
Master Lease have been guaranteed by third parties then neither this Sublease,
nor the Master Lessor's consent, shall be effective unless, within 10 days of
the date hereof, said guarantors sign this Sublease thereby giving their consent
to this Sublease.

          9.3  In the event that Master Lessor does give such consent then:

               (a) Such consent shall not release Sublessor of its obligations
or alter the primary liability of Sublessor to pay the Rent and perform and
comply with all of the obligations of Sublessor to be performed under the Master
Lease.

               (b) The acceptance of Rent by Master Lessor from Sublessee or
anyone else liable under the Master Lease shall not be deemed a waiver by Master
Lessor of any provisions of the Master Lease.

               (c) The consent to this Sublease shall not constitute a consent
to any subsequent subletting or assignment.

               (d) In the event of any Default of Sublessor under the Master
Lease, Master Lessor may proceed directly against Sublessor, any guarantors or
anyone else liable under the Master Lease or this Sublease without first
exhausting Master Lessor's remedies against any other person or entity liable
thereon to Master Lessor.

               (e) Master Lessor may consent to subsequent sublettings and
assignments of the Master Lease or this Sublease or any amendments or
modifications thereto without notifying Sublessor or any one else liable under
the Master Lease and without obtaining their consent and such action shall not
relieve such persons from liability.

               (f) In the event that Sublessor shall Default in its obligations
under the Master Lease, then Master Lessor, at its option and without being
obligated to do so, may require Sublessee to attorn to Master Lessor in which
event Master Lessor shall undertake the obligations of Sublessor under this
Sublease from the time of the exercise of said option to termination of this
Sublease but Master Lessor shall not be liable for any prepaid Rent nor any
Security Deposit paid by Sublessee, nor shall Master Lessor be liable for any
other Defaults of the Sublessor under the Sublease.

          9.4  The signatures of the Master Lessor and any Guarantors of
Sublessor at the end of this document shall constitute their consent to the
terms of this Sublease.

          9.5  Master Lessor acknowledges that, to the best of Master Lessor's
knowledge, no Default presently exists under the Master Lease of obligations to
be performed by Sublessor and that the Master Lease is in full force and effect.

          9.6  In the event that Sublessor Defaults under its obligations to be
performed under the Master Lease by Sublessor, Master Lessor agrees to deliver
to Sublessee a copy of any such notice of default. Sublessee shall have the
right to cure any Default of Sublessor described in any notice of default within
ten days after service of such notice of default on Sublessee. If such Default
is cured by Sublessee then Sublessee shall have the right of reimbursement and
offset from and against Sublessor.

     10.  Brokers Fee.
          10.1 Upon execution hereof by all parties, Sublessor shall pay to N/A
a licensed real estate broker, ("Broker"), a fee as set forth in a separate
agreement between Sublessor and Broker, or in the event there is no such
separate agreement, the sum of $N/A for brokerage services rendered by Broker
to Sublessor in this transaction.

          10.2 Sublessor agrees that if Sublessee exercises any option or right
of first refusal as granted by Sublessor herein, or any option or right
substantially similar thereto, either to extend the term of this Sublease, to
renew this Sublease, to purchase the Premises, or to lease or purchase adjacent
property which Sublessor may own or in which Sublessor has an interest, then
Sublessor shall pay to Broker a fee in accordance with the schedule of Broker
in effect at the time of the execution of this Sublease. Notwithstanding the
foregoing, Sublessor's obligation under this Paragraph 10.2 is limited to a
transaction in which Sublessor is acting as a Sublessor, lessor or seller.

                                  Page 2 of 3
<PAGE>   3
     10.3 Master Lessor agrees that if Sublessee shall exercise any option or
right of first refusal granted to Sublessee by Master Lessor in connection with
this Sublease, or any option or right substantially similar thereto, either to
extend or renew the Master Lease, to purchase the Premises or any part thereof,
or to lease or purchase adjacent property which Master Lessor may own or in
which Master Lessor has an interest, or if Broker is the procuring cause of any
other lease or sale entered into between Sublessee and Master Lessor pertaining
to the Premises, any part thereof, or any adjacent property which Master Lessor
owns or in which it has an interest, then as to any of said transactions, Master
Lessor shall pay to Broker a fee, in cash, in accordance with the schedule of
Broker in effect at the time of the execution of this Sublease.

     10.4 Any fee due from Sublessor or Master Lessor hereunder shall be due and
payable upon the exercise of any option to extend or renew, upon the execution
of any new lease, or, in the event of a purchase, at the close of escrow.

     10.5 Any transferee of Sublessor's interest in this Sublease, or of Master
Lessor's interest in the Master Lease, by accepting an assignment thereof, shall
be deemed to have assumed the respective obligations of Sublessor or Master
Lessor under this Paragraph 10. Broker shall be deemed to be a third-party
beneficiary of this paragraph 10.

     11.  Attorney's Fees. If any party or the Broker named herein brings an
action to enforce the terms hereof or to declare rights hereunder, the
prevailing party in any such action, on trial and appeal, shall be entitled to
his reasonable attorney's fees to be paid by the losing party as fixed by the
Court.

     12.  Additional Provisions. [If there are no additional provisions, draw a
line from this point to the next printed word after the space left here. If
there are additional provisions place the same here.]

     13.  DEPOSIT: Sublessor is in receipt of an existing deposit in the amount
of $905.00. An additional deposit amount of $1,663.00 is required upon lease
execution for a total deposit amount of $2,568.00.







-------------------------------------------------------------------------------
ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN

INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY REAL ESTATE BROKER AS TO THE LEGAL
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS SUBLEASE OR THE
TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS SUBLEASE.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE
PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE
PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE STRUCTURAL
INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY
OF THE PREMISES FOR SUBLESSEE'S INTENDED USE.

WARNING: IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA,
CERTAIN PROVISIONS OF THE SUBLEASE MAY NEED TO BE REVISED TO COMPLY WITH THE
LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.
-------------------------------------------------------------------------------


Executed at:                            KNIESEL'S HI-TECH, INC.
            -----------------------     ---------------------------------------
on:            03-29-00                 By  /s/ Richard C. Kniesel, President
   --------------------------------         -----------------------------------
Address:                                    Richard C. Kniesel, President
        ---------------------------     By
                                            -----------------------------------
                                            "Sublessor" (Corporate Seal)


Executed at:                            GLACIER DISTRIBUTION COMPANY
            -----------------------     ---------------------------------------
on:            03-29-00                 By  [SIGNATURE ILLEGIBLE]
   --------------------------------         -----------------------------------
Address:                                    Joe Oblas, CFO
        ---------------------------     By
          [SIGNATURE ILLEGIBLE]            ------------------------------------
                                            "Sublessee" (Corporate Seal)


Executed at:                                 CV SCE II, LLC
            -----------------------     ---------------------------------------
on:                                     By   [SIGNATURE ILLEGIBLE]
   --------------------------------         -----------------------------------
Address:                                    Brett Baumgarten, Managing Member
        ---------------------------     By
                                            ------------------------------------
                                            "Master Lessor" (Corporate Seal)


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


                                  Page 3 of 3


(C)1997 - American Industrial Real Estate Association      Form [ELIGIBLE COPY]

<PAGE>   4
[CB [LOGO] RICHARD ELLIS LETTERHEAD]

ARTICLE ONE: BASIC TERMS

This Article One contains the Basic Terms of this Lease between the Landlord
and Tenant named below. Other Articles, Sections and Paragraphs of the 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 101. DATE OF LEASE:                  January 24, 2000
                           ------------------------------------------------
Section 102. LANDLORD (INCLUDE LEGAL        :CV-SCE II, LLC a
             ENTITY)                         ------------------------------
                                            California Limited Liability Company
--------------------------------------------------------------------------------
Address of Landlord:                        4080 Cavitt Stallman Road, Suite 200
--------------------------------------------------------------------------------
                                            Granite Bay, CA 95746
--------------------------------------------------------------------------------
Section 103. TENANT (INCLUDE LEGAL ENTITY): KNIESEL'S HI-TECH, INC., a
--------------------------------------------------------------------------------
                                            California Corporation
--------------------------------------------------------------------------------
Address of Tenant:                          7329 Roseville Road, #1
                  --------------------------------------------------------------
                                            Sacramento, CA 95842
--------------------------------------------------------------------------------
Section 104. PROPERTY: The Property is part of Landlord's multi-tenant real
property development known as Antelope West Business Park
--------------------------------------------------------------------------------
and described or depicted in 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 (include street
address, approximate square footage and description). 7333 Roseville Road,
                                                      --------------------------
Sacramento, CA 95842. Sacramento County Assessor's Parcel #222-0360-010-000.
--------------------------------------------------------------------------------
An approximately 12,000 square foot warehouse building. Said building is a part
--------------------------------------------------------------------------------
of the Landlord-owned +129,514 square foot portion of the Antelope West
--------------------------------------------------------------------------------
Business Park
--------------------------------------------------------------------------------
Section 1.05. LEASE TERM:   7   years   -0-  months beginning on March 1, 2000
                         ------      -------                     ---------------
or such other date as is specified in this Lease, and ending on February 28,
                                                                ----------------
2007
-----
Section 1.06. PERMITTED USES: (See Article Five) Automotive body repair, with
                                                --------------------------------
paint booth, and other legally permitted and specifically related uses.
--------------------------------------------------------------------------------
Section 1.07. TENANT'S GUARANTOR: (If none, so state) None
                                                      --------------------------
Section 1.08. BROKERS: (See Article Fourteen) (If none, so state)
Landlord's Broker: CB Richard Ellis, Inc.
                  --------------------------------------------------------------
Tenant's Broker: TRI Commercial
                ----------------------------------------------------------------
Section 1.09. COMMISSION PAYABLE TO LANDLORD'S BROKER: (See Article Fourteen)
$ See Section 16.09 of Addendum.
 -------------------------------
Section 1.10. INITIAL SECURITY DEPOSIT: (See Section 3.03) $4,975.00
                                                            --------------------
Section 1.11. VEHICLE PARKING SPACES ALLOCATED TO TENANT: (See Section 4.05) 14
                                                                            ----
Section 1.12. RENT AND OTHER CHARGES PAYABLE BY TENANT:
  (a) BASE RENT: FIVE THOUSAND ONE HUNDRED THREE AND 11/100-------
Dollars ($5,103.11) per month for the first   12    months, as provided in
          --------                         --------
Section 3.01, and shall be increased on the first day of the See Section 16.01
of Addendum month(s) after the Commencement
             -----------------------------
Date, either (i) as provided in Section 3.02, or (ii) See Section
                                                                ----------------
16.01 of Addendum
--------------------------------------------------------------------------------
----------------------. (If (ii) is completed, then (i) and Section 3.02 are
inapplicable.)

  (b) OTHER PERIODIC PAYMENTS: (i) Real Property Taxes (See Section 4.02); (ii)
Utilities (See Section 4.03); (iii) Insurance Premiums (See Section 4.04);
(iv) Tenant's Initial Pro Rata Share of Common Area Expenses    9.24 %
                                                            -------------------
(See Section 4.05); (v) Impounds for Insurance Premiums and Property Taxes (See
Section 4.08); (vii) Maintenance, Repairs and Alterations (See Article Six).

Section 1.13. LANDLORD'S SHARE OF PROFIT ON ASSIGNMENT OR SUBLEASE: (See
Section 9.05)   zero   percent (  -0-   %) of the Profit (the "Landlord's
             ---------          --------
Share") during the first three (3) years of the Lease term and fifty percent
(50%) during years 4-7 of the Lease term.

Section 1.14. RIDERS: The following Riders are attached to and made a part of
this Lease: (If none, so state)
Addendum
--------------------------------------------------------------------------------
Options to Purchase Lease Rider
--------------------------------------------------------------------------------
Exhibit "A"
--------------------------------------------------------------------------------
Guaranty of Lease
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                       1

(c) 1988 Southern California Chapter
    of the Society of Industrial   [LOGO]
    and Office Realtors, (R) Inc.  (MULTI-TENANT NET FORM)










<PAGE>   5
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 1.05 above and shall
begin and end on the dates specified in Section 1.05 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 1.05 above for the
beginning of the Lease Term, unless advanced or delayed under any provision of
this Lease.

     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
sixty (60) days after the Commencement Date, Tenant may elect to cancel this
Lease by giving written notice to Landlord within ten (10) days after the sixty
(60)-day period ends. If Tenant gives such notice, the Lease shall be cancelled
and neither Landlord nor Tenant shall have any further obligations to the other.
If Tenant does not give such notice, Tenant's right to cancel the 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 the
Lease. Failure to execute such amendment shall not affect the actual
Commencement Date and expiration date of the 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. See Section
16.02 of Addendum.

     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. If Tenant does not vacate the Property
upon the expiration or earlier termination of the Lease and Landlord thereafter
accepts rent 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 twenty-five percent (25%).

ARTICLE THREE: BASE RENT

     Section 3.01. TIME AND MANNER OF PAYMENT. Upon execution of this Lease,
Tenant shall pay Landlord the Base Rent in the amount stated in Paragraph
1.12(a) above for the first month of the Lease Term. On the first day of the
second month of the Lease Term and each month thereafter, Tenant shall pay
Landlord the Base Rent, in advance, without offset, deduction or prior demand.
The Base Rent shall be payable at Landlord's address or at such other place as
Landlord may designate in writing.

     Section 3.02. COST OF LIVING INCREASES. The Base Rent shall be increased on
each date (the "Rental Adjustment Date") stated in Paragraph 1.12(a) above in
accordance with the increase in the United States Department of Labor, Bureau of
Labor Statistics, Consumer Price Index for All Urban Consumers (all items for
the geographical Statistical Area in which the Property is located on the basis
of 1982-1984 = 100)(the "Index") as follows:


     (a)  The Base Rent (the "Comparison Base Rent") in effect immediately
before each Rental Adjustment Date shall be increased by the percentage that the
Index has increased from the date (the "Comparison Date") on which payment of
the Comparison Base Rent began through the month in which the applicable Rental
Adjustment Date occurs. The Base Rent shall not be reduced by reason of such
computation. Landlord shall notify Tenant of each increase by a written
statement which shall include the Index for the applicable Comparison Date, the
Index for the applicable Rental Adjustment Date, the percentage increase between
those two Indices, and the new Base Rent. Any increase in the Base Rent provided
for in this Section 3.02 shall be subject to any minimum or maximum increase, if
provided for in Paragraph 1.12(a).

     (b)  Tenant shall pay the new Base Rent from the applicable Rental
Adjustment Date until the next Rental Adjustment Date. Landlord's notice may be
given after the applicable Rental Adjustment Date of the increase, and Tenant
shall pay Landlord the accrued rental adjustment for the months elapsed between
the effective date of the increase and Landlord's notice of such increase within
ten (10) days after Landlord's notice. If the format or components of the Index
are materially changed after the Commencement Date, Landlord shall substitute an
index which is published by the Bureau of Labor Statistics or similar agency and
which is most nearly equivalent to the Index in effect on the Commencement Date.
The substitute index shall be used to calculate the increase in the Base Rent
unless Tenant objects to such index in writing within fifteen (15) days after
receipt of Landlord's notice. If Tenant objects, Landlord and Tenant shall
submit the selection of the substitute index for binding arbitration in
accordance with the rules and regulations of the American Arbitration
Association at its office closest to the Property. The costs of arbitration
shall be borne equally by Landlord and Tenant.

     SECTION 3.03.  SECURITY DEPOSIT; INCREASES.

     (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 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)  Each Time the Base Rent is increased, Tenant shall deposit additional
funds with Landlord sufficient to increase the Security Deposit to an amount
which bears the same relationship to the adjusted Base Rent as the initial
Security Deposit bore to the initial Base Rent.

(c) 1988 Southern California Chapter           2
         of the Society of Industrial [LOGO]
         and Office Realtors,(R) Inc.    (MULTI-TENANT NET FORM)
<PAGE>   6
     Section 3.04. Termination; Advance Payments. Upon 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 the Lease.

ARTICLE FOUR: OTHER CHARGES PAYABLE BY TENANT

     Section 4.01. Additional Rent. All charges payable by Tenant other than
Base Rent are called "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.

     Section 4.02. Property Taxes.

     (a) 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. Subject to Paragraph 4.02(c) and Section 4.08
below, such payment shall be made at least ten (10) days prior to the
delinquency date of the taxes. Within such ten (10) day period, Tenant shall
furnish Landlord with satisfactory evidence that the real property taxes have
been paid. 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, Landlord may pay the taxes and
Tenant shall reimburse Landlord for the amount of such tax payment as Additional
Rent.

     (b) Definition of "Real Property Tax." "Real property tax" means: (i) any
fee, license fee, license tax, business license fee, commercial rental tax,
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 Properly 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 change 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.

     (c) Joint Assessment. If the Property is not separately assessed, Landlord
shall reasonably determine Tenant's share of the real property tax 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 within
fifteen (15) days after receipt of Landlord's written statement.

     (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 try to have personal property taxed separately form 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.

     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. Tenant
shall name Landlord as an additional insured under such policy. The initial
amount of such insurance shall be One Million Dollars ($1,000,000) 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 non-contributing; (ii)
contain cross-liability endorsements; and (iii) insure Landlord against Tenant's
performance under Section 5.05, if the matters giving rise to the indemnity
under Section 5.05 result 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.

     (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. 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. Landlord shall have
the right to obtain flood and earthquake insurance if required by any lender
holding a security interest in the Property. Landlord shall not obtain insurance
for Tenant's fixtures or equipment or building improvements installed by Tenant
on the Property. 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 be liable for the payment of any deductible amount under Landlord's
or Tenant's insurance policies maintained pursuant to this Section 4.04, in an
amount not to exceed Ten Thousand Dollars ($10,000). Tenant shall not do or
permit anything to be done which invalidates any such insurance policies.

     (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,
except Landlord shall pay all premiums for non-primary comprehensive public
liability insurance which Landlord elects to obtain as provided in Paragraph
4.04(a). For insurance policies

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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 share of Common Area
costs. 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 which 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 4.04 is for the primary benefit of Landlord. If at any time
     during the Lease Term, Tenant is unable to maintain the insurance required
     under the Lease, Tenant shall nevertheless maintain insurance coverage
     which is customary and commercially reasonable in the insurance industry
     for Tenant's type of business, as that coverage may change from time to
     time. 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.

          (iv) Unless prohibited under any applicable insurance policies
     maintained, Landlord and Tenant each hereby waive 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 leaseable 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 such activities may
     result in inconvenience to Tenant. Such activities and changes are
     permitted if they do not materially affect Tenant's use of 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 effort 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. 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 the Lease without paying additional rent.
     Tenant's parking shall not be reserved and shall be limited to vehicles no
     larger than standard size automobiles or pickup utility 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 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 the Lease, Tenant shall pay a
     daily charge determined by Landlord for each such additional vehicle. See
     Section 16.03 of the Addendum.

          (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 costs include, but are not
     limited to, cost 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 and other
     types of casualty insurance on the Common Areas and worker's compensation
     insurance, all property taxes and assessments levied on or attributable to
     the Common Areas and all Common Area improvements; all personal 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

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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 costs. Common Area costs shall not
include depreciation of real property which forms part of the Common Areas.

     (e) TENANT'S SHARE AND PAYMENT. Tenant shall pay Tenant's annual pro rata
share of all Common Area costs (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 1.04 of the 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 1.12(b). Any changes in the Common Area
costs 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 as Common Area costs, all real property taxes for which  Tenant
is liable under Section 4.02 of the Lease, all insurance premiums for which
Tenant is liable under Section 4.04 of the lease, all maintenance and repair
costs for which Tenant is liable under Section 6.04 of the Lease, and all other
Common Area costs payable by Tenant hereunder. At Landlord's election, such
statements of estimated Common Area costs shall be delivered monthly, quarterly
or at any other periodic intervals to be designated by Landlord. Landlord may
adjust such estimates at any time based upon Landlord's experience and
reasonable anticipation of costs. Such adjustments shall be effective as of the
next rent payment date after notice to Tenant. Within sixty (60) days after the
end of each calendar year of the Lease Term, Landlord shall deliver to Tenant a
statement prepared in accordance with generally accepted accounting principles
setting forth, in reasonable detail, the Common Area costs 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.

     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 ten (10) 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 is hereby
decreased to the maximum legal interest rate permitted by law.

     Section 4.08. IMPOUNDS FOR INSURANCE PREMIUMS AND REAL PROPERTY TAXES. 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 USES. Tenant may use the Property only for the
Permitted Uses set forth in Section 1.06 above.

     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. Tenant shall
obtain and pay for all permits, including a Certificate of Occupancy, required
for Tenant's occupancy of the Property and shall promptly take all actions
necessary to comply with all applicable statutes, ordinances, rules,
regulations, orders and requirements regulating the use by Tenant of the
Property, including the Occupational Safety and Health Act.

     Section 5.03. HAZARDOUS MATERIALS. As used in this Lease, the term
"Hazardous Material" 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", "hazardous materials" or "toxic
substances" now or subsequently regulated under any applicable federal, state or
local laws or regulations, including without limitation 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. Tenant shall not cause or permit any Hazardous Material to be
generated, produced, brought upon, used, stored, treated or disposed of in or
about the Property by Tenant, its agents, employees, contractors, sublessees or
invitees without the prior written consent of Landlord. Landlord shall be
entitled to take into account such other factors or facts as Landlord may
reasonably determine to be relevant in determining whether to grant or withhold
consent to Tenant's proposed activity with respect to Hazardous Material. In no
event, however, shall Landlord be required to consent to the installation or use
of any storage tanks on the Property.

     Section 5.04.  SIGNS AND AUCTIONS.  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 5.05.  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 Property; (b) the conduct of Tenant's business or anything else
done or

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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 Material 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.

     Section 5.06.  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
Material; 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 5.07.  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.

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 the 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 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 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 the Lease. See Section 16.05 of the Addendum.

     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 or 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 or willful misconduct.

     Section 6.03.  Landlord's Obligations.

     (a) Except as provided in Article Seven (Damage or Destruction) and
Article Eight (Condemnation), Landlord shall keep the following in good order,
condition and repair: the foundations, exterior walls and roof of the Property
(including painting the exterior surface of the exterior walls of the Property
not more often than once every five (5) years, if necessary) and all components
of electrical, mechanical, plumbing, heating and air conditioning systems and
facilities located in the Property which are concealed or used in common by
tenants of the Project. However, Landlord shall not be obligated to maintain or
repair windows, doors, plate glass or the interior surfaces of exterior walls.
Landlord shall make repairs under this Section 6.03 within a reasonable time
after receipt of written notice from Tenant of the need for such repairs.


     (b) Tenant shall pay or reimburse Landlord for all costs Landlord incurs
under Paragraph 6.03(a) above as Common Area costs as provided for in Section
4.05 of the Lease. Tenant waives the benefit of any statute in effect now or in
the future which might give Tenant the right to make repairs at Landlord's
expense or to terminate this Lease due to Landlord's failure to keep the
Property in good order, condition and 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 shall keep all portions of
the Property (including structural, nonstructural, interior, systems and
equipment) in good order, condition and repair (including interior repainting
and refinishing, as needed). If any portion of the Property or any system or
equipment in the Property which Tenant is obligated to repair 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 extends beyond the Lease Term (as such term may be
extended by exercise of any options), the useful life of such replacement shall
be prorated over the remaining portion of the Lease Term (as extended), and
Tenant shall be liable only for that portion of the cost which is applicable to
the Lease Term (as extended). Tenant shall maintain a preventive maintenance
contract providing for the regular inspection and maintenance of the heating and
air conditioning system by a licensed heating and air conditioning contractor,
unless Landlord maintains such equipment under Section 6.03 above. 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 the cost
of maintaining or repairing 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.

     (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.

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     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 Dollars ($10,000) in cost
cumulatively over the Lease Term and which are not visible from the outside of
any building of which the Property is 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 material 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 the
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. However,
Tenant shall not be obligated to repair any damage which Landlord is required to
repair under Article Seven (Damage or Destruction). In addition, Landlord may
require Tenant to remove any alterations, additions or improvements (whether or
not made with Landlord's consent) prior to the expiration of the 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 the Lease, except that Tenant may
remove any of Tenant's machinery or equipment which can be removed without
material 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.

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.

     (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 the
Lease. If Landlord elects to repair the damage, Tenant shall pay Landlord the
"deductible amount" (if any) under Landlord's insurance policies 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 the
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 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
the 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 six (6) 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
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.

     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 Base Rent, insurance premiums
and real property taxes. Except for such possible reduction in Base Rent,
insurance premiums and real property taxes, Tenant shall not be entitled to
any compensation reduction, or reimbursement from Landlord as a result of any
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     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 to 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 (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 or payment shall be distributed in the following order: (a) first, to any
ground lessor, mortgagee or beneficiary under a deed 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 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.

ARTICLE NINE: ASSIGNMENT AND SUBLETTING

     Section 9.01. LANDLORDS 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, except as provided in
Section 9.02 below. 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 non-curable breach of this Lease. If Tenant is a
partnership, any cumulative transfer of more than twenty percent (20%) of the
partnership interests shall require Landlord's consent. If Tenant is a
corporation, any change in the ownership of controlling interest of the voting
stock of the corporation shall require Landlord's consent.

     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 ("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. OFFER TO TERMINATE. If Tenant desires to assign the Lease or
sublease the Property, Tenant shall have the right to offer, in writing, to
terminate the Lease as of a date specified in the offer. If Landlord elects in
writing to accept the offer to terminate within twenty (20) days after notice of
the offer, the Lease shall terminate as of the date specified and all the terms
and provisions of the Lease governing termination shall apply. If Landlord does
not so elect, the Lease shall continue in effect until otherwise terminated and
the provisions of Section 9.05 with respect to any proposed transfer shall
continue to apply.

     Section 9.05. LANDLORD'S CONSENT.

     (a) Tenant's request for consent to any transfer described in Section 9.01
shall set forth in writing the details of the proposed transfer, including the
name, business and financial condition of the prospective transferee, financial
details of the proposed transfer (e.g., the term of and the rent and security
deposit payable under any proposed assignment or sublease), and any other
information Landlord deems relevant. Landlord shall have the right to withhold
consent, if reasonable, or to grant consent, based on the following factors: (i)
the business of the proposed assignee or subtenant and the proposed use of the
Property; (ii) the net worth and financial reputation of the proposed assignee
or subtenant; (iii) Tenant's compliance with all of its obligations under the
Lease; and (iv) such other factors as Landlord may reasonably deem relevant. If
Landlord objects to a proposed assignment solely because of the net worth and/or
financial reputation of the proposed assignee, Tenant may nonetheless sublease
(but not assign), all or a portion of the Property to the proposed transferee,
but only on the other terms of the proposed transfer. See Section 16.04 of the
Addendum.

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

         (i) Tenant shall pay to Landlord as Additional Rent under the 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 the Lease, and all fees and other consideration paid for the
     assignment or sublease, including fees under any collateral agreements,
     less (B) costs and expenses directly incurred by Tenant in connection with
     the execution and performance of such assignment or sublease for real
     estate broker's commissions and costs of renovation or construction of
     tenant improvements required under such assignment or sublease. Tenant is
     entitled to recover such costs and expenses before Tenant is obligated to
     pay the Landlord's Share to Landlord. The Profit in the


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     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 obligation under this Paragraph 9.05(b)
     shall be a material default of the Lease.

     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 when 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 thirty (30) days are required to complete
such performance, Tenant shall not be in default if Tenant commences such
performance within the thirty (30)-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 the Lease revokes or otherwise terminates, or
purports to revoke or otherwise terminate, any guaranty of all or any portion
of Tenant's obligations under the Lease. Unless otherwise expressly provided,
no guaranty of the 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:

     (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 the 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 of 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

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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
initial rent payable under this Lease.

     Section 10.05. AUTOMATIC TERMINATION. Notwithstanding any other term or
provision hereof to the contrary, the Lease shall terminate on the occurrence
of any act which affirms the Landlord's intention to terminate the Lease as
provided in Section 10.03 hereof, including the filing of an unlawful detainer
action against Tenant. On such termination, Landlord's damages for default
shall include all costs and fees, including reasonable attorneys' fees that
Landlord incurs in connection with the filing, commencement, pursuing and/or
defending of any action in any bankruptcy court or other court with respect to
the Lease; the obtaining of relief from any stay in bankruptcy restraining any
action to evict Tenant; or the pursuing of any action with respect to
Landlord's right to possession of the Property. All such damages suffered
(apart from Base Rent and other rent payable hereunder) shall constitute
pecuniary damages which must be reimbursed to Landlord prior to assumption of
the Lease by Tenant or any successor to Tenant in any bankruptcy or other
proceeding.

     Section 10.06. 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. Landlord shall have the right to subordinate
this Lease to any ground lease, deed of trust or mortgage 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 the 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 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.

     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, 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 the 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.

     (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 the 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 such 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


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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, 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.

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 or 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.

     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. However, either Landlord or Tenant may
require that a "Short Form" memorandum of this Lease executed by both parties
be recorded. The party requiring such recording shall pay all transfer taxes
and recording fees.

     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 AUTHORITY. If Tenant is a
corporation, each person signing this Lease on behalf of Tenant represents and
warrants that he has full authority to do so and that this Lease binds the
corporation. Within thirty (30) days after this Lease is signed, 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, each
person or entity signing this Lease for Tenant represents and warrants that he
or it is a general


                                       11

(C) 1988 Southern California Chapter
         of the Society of Industrial [LOGO]
         and Office Realtors(R), Inc.
                           (Multi-Tenant Net Form)

<PAGE>   15
partner of the partnership, that he or it has full authority to sign for the
partnership and that this Lease binds the partnership and all general partners
of the partnership. Tenant shall give written notice to Landlord of any general
partner'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.

     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.

     SECTION 13.12. FORCE MAJEURE. If Landlord cannot perform any of its
obligations due to events beyond Landlord's control, the time provided for
performing such obligations shall be extended by a period of time equal to the
duration of such events. Events beyond Landlord's 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

     SECTION 14.01. BROKER'S FEE. When this Lease is signed by and delivered to
both Landlord and Tenant, Landlord shall pay a real estate commission to
Landlord's Broker named in Section 1.08 above, if any, as provided in the
written agreement between Landlord and Landlord's Broker, or the sum stated in
Section 1.09 above for services rendered to Landlord by Landlord's Broker in
this transaction. Landlord shall pay Landlord's Broker a commission if Tenant
exercises any option to extend the Lease Term or to buy the Property, or any
similar option or right which Landlord may grant to Tenant, or if Landlord's
Broker is the procuring cause of any other lease or sale entered into between
Landlord and Tenant covering the Property. Such commission shall be the amount
set forth in Landlord's Broker's commission schedule in effect as of the
execution of this Lease. If a Tenant's Broker is named in Section 1.08 above,
Landlord's Broker shall pay an appropriate portion of its commission to
Tenant's Broker if so provided in any agreement between Landlord's Broker and
Tenant's Broker. Nothing contained in this Lease shall impose any obligation on
Landlord to pay a commission or fee to any party other than Landlord's Broker.

     SECTION 14.02. PROTECTION OF BROKERS. If Landlord sells the Property, or
assigns Landlord's interest in this Lease, the buyer or assignee shall, by
accepting such conveyance of the Property or assignment of the Lease, be
conclusively deemed to have agreed to make all payments to Landlord's Broker
thereafter required of Landlord under this Article Fourteen. Landlord's Broker
shall have the right to bring a legal action to enforce or declare rights under
this provision. The prevailing party in such action shall be entitled to
reasonable attorneys' fees to be paid by the losing party. Such attorneys'
fees shall be fixed by the court in such action. This Paragraph is included in
this Lease for the benefit of Landlord's Broker.

     SECTION 14.03. AGENCY DISCLOSURE; NO OTHER BROKERS. Landlord and Tenant
each warrant that they have dealt with no other real estate broker(s) in
connection with this transaction except: CB COMMERCIAL REAL ESTATE GROUP, INC.,
who represents

                   Landlord
______________________________________________________________________________
_____________________________________________________________________________,
and                TRI Commercial
   ______________________________________________________________________, who

represents         Tenant
          ____________________________________________________________________
_____________________________________________________________________________ .

     In the event that CB COMMERCIAL REAL ESTATE GROUP, INC. represents both
Landlord and Tenant, Landlord and Tenant hereby confirm that they were timely
advised of the dual representation and that they consent to the same, and that
they do not expect said broker to disclose to either of them the confidential
information of the other party.


ARTICLE FIFTEEN: COMPLIANCE

     The parties hereto agree to comply with all applicable federal, state and
local laws, regulations, codes, ordinances and administrative orders having
jurisdiction over the parties, property or the  subject matter of this
Agreement, including, but not limited to, the 1964 Civil Rights Act and all
amendments thereto, the Foreign Investment in Real Property Tax Act, the
Comprehensive Environmental Response Commission and Liability Act, and The
Americans With Disabilities Act.

     ADDITIONAL PROVISIONS MAY BE SET FORTH IN A RIDER OR RIDERS ATTACHED
HERETO OR IN THE BLANK SPACE BELOW. IF NO ADDITIONAL PROVISIONS ARE INSERTED,
PLEASE DRAW A LINE THROUGH THE SPACE BELOW.


                                       12

(c)1988 Southern California Chapter [SIOR(TM) LOGO]
        of the Society of Industrial
        and Office Realtors,(R) Inc. (Multi-Tenant Net Form)



<PAGE>   16


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

                                                    "LANDLORD"

        Signed on  Jan. 29, 2000        CV-SCE II, LLC, a
                 -----------------   ---------------------------------------
        at                              California Limited Liability Company
          ------------------------   ---------------------------------------
                                     By: /s/ Brett Baumgarten
                                        ------------------------------------
                                     Its:    Brett Baumgarten
                                             Managing Member
                                        ------------------------------------
                                     By:
                                        ------------------------------------
                                     Its:
                                        ------------------------------------

                                                     "TENANT"

        Signed on  Jan. 25, 2000        KNIESEL'S HI-TECH, INC., a
                 -----------------   ---------------------------------------
        at       Roseville              California Corporation
          ------------------------   ---------------------------------------

                                     By: /s/ Richard C. Kniesel
                                        ------------------------------------
                                     Its:    Richard C. Kniesel
                                             President
                                        ------------------------------------
                                     By:
                                        ------------------------------------
                                     Its:
                                        ------------------------------------

              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.

              THIS PRINTED FORM LEASE HAS BEEN DRAFTED BY LEGAL COUNSEL AT THE
        DIRECTION OF THE SOUTHERN CALIFORNIA CHAPTER OF THE SOCIETY OF
        INDUSTRIAL AND OFFICE REALTORS,(R) INC. NO REPRESENTATION OR
        RECOMMENDATION IS MADE BY THE SOUTHERN CALIFORNIA CHAPTER OF THE SOCIETY
        OF INDUSTRIAL AND OFFICE REALTORS,(R) INC., ITS LEGAL COUNSEL, THE REAL
        ESTATE BROKERS NAMED HEREIN, OR THEIR EMPLOYEES OR AGENTS, AS TO THE
        LEGAL SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS LEASE OR OF
        THIS TRANSACTION. LANDLORD AND TENANT SHOULD RETAIN LEGAL COUNSEL TO
        ADVISE THEM ON SUCH MATTERS AND SHOULD RELY UPON THE ADVICE OF SUCH
        LEGAL COUNSEL.


(C) 1988 Southern California Chapter                 13
         of the Society of Industrial  [SIOR(TM) LOGO]
         and Office Realtors,(R) Inc.       (Multi-Tenant Net Form)



<PAGE>   17
                    ADDENDUM TO INDUSTRIAL REAL ESTATE LEASE

                             DATED JANUARY 24, 2000
                                 BY AND BETWEEN

      CV-SCE II, LLC, a California Limited Liability Company ("LANDLORD")
                                      AND

          KNIESEL'S HI-TECH, INC., a California Corporation ("TENANT")

This Addendum is hereby made a part of that certain "Industrial Real Estate
Lease" between the above-mentioned parties dated January 24, 2000 (the
"Contract"). Said document shall hereby be amended as follows. In the event of
any discrepancy between this document and any previous document(s) the
provisions of this document shall prevail.

ARTICLE SIXTEEN:

Section 16.01. SCHEDULE OF BASE RENT

          March 1, 2000 - February 28, 2001:   $5,103.11 per month
          March 1, 2001 - February 28, 2002:   $5,223.11 per month
          March 1, 2002 - February 28, 2003:   $5,463.11 per month
          March 1, 2003 - February 29, 2004:   $5,520.00 per month
          March 1, 2004 - February 28, 2005:   $5,640.00 per month
          March 1, 2005 - February 28, 2006:   $5,760.00 per month
          March 1, 2006 - February 28, 2007:   $5,880.00 per month

SECTION 16.02. EARLY OCCUPANCY
Tenant may occupy property, free of base rent and other charges (except
utilities) for the period commencing upon mutual execution of this Lease
Agreement and ending February 29, 2000.

SECTION 16.03. VEHICLE PARKING
In addition to the provision outlined in Section 4.05 (c), the following
additional provisions regarding vehicle parking shall apply to Tenant:

     a. Tenant may only utilize those parking spaces which are directly adjacent
        and abut against the property.
     b. Tenant may only park one (1) vehicle per parking space.
     c. Tenant may not park any vehicles within the common areas of the Project
        or in any parking spaces that are adjacent to or abut the following
        addresses: 7321, 7337, 7325 and 7307 Roseville Road, Sacramento,
        California.
     d. Tenant shall utilize the outside storage yard, depicted in Exhibit "A"
        attached hereto, for purposes of parking of Tenant's overflow vehicles,
        to the extent the number of vehicles at the property exceed the number
        of parking spaces allocated to the Tenant.

SECTION 16.04. SUBLETTING
It is understood and acknowledged by Tenant that Schnell Distribution, Inc. is
currently occupying (plus or minus)4,800 square feet of the property on a
month-to-month basis. Landlord hereby grants Tenant the right to sublet said
(plus minus)4,800 square foot portion of the property to Schell Distribution,
Inc., or its successor (subtenant).

As consideration for Landlord's consent, Tenant agrees that it shall be legally
and financially liable for any damage or destruction, beyond normal wear and
tear, which may have been caused to the Premises in the past by subtenant, or
which may occur in the future by subtenant.

SECTION 16.05. EXISTING CONDITIONS
On or before March 1, 2000, Landlord shall have performed the following
improvements to the property, at Landlord's sole cost and expense:
     a. Repair the damaged concrete warehouse floor located in the northernmost
        (plus or minus)7,200 square feet of the property.
     b. Patch and paint all interior office walls.

                                       1










<PAGE>   18
                    OPTION TO PURCHASE PROPERTY LEASE RIDER

                           [CB COMMERCIAL LETTERHEAD]

     This Rider is attached to and made part of that certain Lease (the "Lease")
dated January 24, 2000 between CV-SCE II, LLC, a California Limited Liability
Company, as Landlord, and ENIESEL'S HI-TECH, INC., a California Corporation as
Tenant, covering the Property commonly known as 7333 Roseville Road, Sacramento,
CA 95842 (the "Property"). The terms used in this Rider shall have the same
meanings as in the Lease. This Rider shall supersede any inconsistent or
conflicting provisions of the Lease.

A.   Grant and Exercise of Option

     Landlord hereby grants to Tenant the sole and exclusive right and option
(the "Option") to purchase the Property, together with all real property
improvements located thereon (except as otherwise provided in any attached
exhibit), at the price and on the terms and conditions set forth below. To
exercise the Option, Tenant shall deliver written notice (the "Notice of
Exercise") to Landlord not earlier than 20 days nor later than 30 days prior to
the date of Closing set forth in Paragraph B(6) (the "Notice Period"). If the
Notice of Exercise is not given during the Notice Period, the Option shall
lapse and Tenant shall have no further rights under this Rider.

B.   Summary of Basic Terms of Option to Purchase Property

     This Paragraph B contains the Basic Terms concerning the Option. These
Basic Terms are to be read together with the remainder of this Rider;

     1. Purchase Price ("Purchase Price") for the Property on exercise of the
Option: shall be as follows: SIX HUNDRED NINETY-SIX THOUSAND AND NO/100 DOLLARS
($696,000.00) if the option is exercised between March 1, 2001 and February 28,
2002, or SEVEN HUNDRED TWENTY THOUSAND AND NO/100 DOLLARS ($720,000.00) if the
option is exercised between March 1, 2002 and February 28, 2003.

     2. Amount of the Deposit to be delivered upon exercise of the Option
pursuant to Paragraph C(1): TWENTY-FIVE THOUSAND AND NO/100 Dollars
($25,000.00). The Deposit shall be credited against any cash payable pursuant
to Paragraph B(3).

     3. Payment of Purchase Price:

     The Purchase Price shall be paid as indicated below (check appropriate
boxes and fill in appropriate blanks):

     /X/ (a) Purchase is to be payable all cash.

     4. Name and address of the escrow company through which the purchase and
sale of the Property is to be closed:

        Mutually acceptable to Landlord and Tenant.

     5. Name and address of the Title Company to issue the Title Policy on the
Closing:

        Mutually acceptable to Landlord and Tenant.

     6. Date of Closing: On or before thirty (30) days after exercise of Option.

                                       1

(C) 1984 Southern California Chapter of the
         Society of Industrial Realtors,(R) Inc. [SIOR (TM) LOGO]
         Reprinted under license
<PAGE>   19
C.   CONDITIONS TO THE EXERCISE OF THE OPTION
     The following are conditions to the obligation of Landlord to sell the
Property to Tenant. If any of the following conditions are not satisfied,
Landlord shall have no obligation to sell the Property to Tenant, whether or
not Tenant exercises the Option.
     1.   Tenant shall deliver to Landlord, together with the Notice of
Exercise, a cashier's or certified check, payable to Escrow, in the amount of
the Deposit. The Deposit shall be credited to the Purchase Price on the Closing.
     2.   The Lease shall be in full force and effect and Tenant shall not be
in default under the Lease at the time of the exercise of the Option or at any
time thereafter.
     3.   The Option is personal to the Tenant named in the Lease (or any
Tenant's Affiliate). The Option may not be exercised if (a) Tenant or a
Tenant's Affiliate does not occupy at least fifty (50%) percent of the Property
during the entire Lease Term; (b) Tenant has subleased more than fifty (50%)
percent of the area of the Property during any part of the Lease Term to an
entity other than a Tenant's Affiliate, or (c) Tenant has assigned or otherwise
transferred its interest under this Lease to an entity other than a Tenant's
Affiliate. The Option shall not be severable from the Leasehold estate created
under the Lease.
     4.   Tenant, in Landlord's reasonable opinion, is not a nuisance or an
impediment to retaining existing or attracting new tenants to the Project.

     F.   ESCROW
          1.    Within ten (10) days after receipt of the Notice of Exercise,
Landlord and Tenant shall deliver into Escrow, or to such other escrow company
acceptable to both Landlord and Tenant) executed counterparts of this Option,
and such other supplemental escrow instructions as are customarily and
reasonably required by the Escrow Agent, which shall be the escrow instructions
for the closing of the purchase and sale contemplated hereunder, Landlord shall
deliver the Deposit to Escrow Agent upon opening of Escrow.

                                       2

(C) 1984 Southern California Chapter of the
         Society of Industrial Realtors,(R) Inc. [LOGO]
         Reprinted under license
<PAGE>   20
     2. Promptly upon the opening of Escrow, the Escrow Agent shall order and
deliver to Landlord and Tenant a preliminary title report (the "PTR") for the
Property, together with copies of all instruments referred to in the PTR, from
the Title Company. The PTR shall be conclusively deemed approved by Tenant
unless, within ten (10) days after the delivery of the PTR and the last of the
instruments referred to therein. Tenant has disapproved any matter set forth in
the PTR by written notice to Landlord and the Title Company. If Tenant
disapproves any such matter within the ten (10) day period, Landlord may agree
to remove such disapproval title exception within 45 days after receipt of
Tenant's notice of disapproval. If Landlord has not agreed in writing within
such 45 day period to remove such disapproved title exception, Tenant may, by
written notice to Landlord and Escrow Agent, given within ten (10) days after
the expiration of such 45 day period, either (a) terminate Escrow or (b) waive
such defect and proceed with the purchase and sale contemplated hereunder. If
Tenant fails to give such notice within the prescribed period. Tenant shall be
conclusively deemed to have waived such defect and to have elected to proceed
with the purchase and sale of the Property. If Tenant elects to terminate
Escrow, the Escrow shall return the Deposit to Tenant, less any escrow fees,
title fees, Landlord appraisal fees, or any other costs incurred by Landlord in
connection with Tenant's exercise of the Option. If Tenant elects to proceed,
Tenant shall be conclusively deemed to have approved the PTR subject to the
removal of any disapproved title exception which Landlord has agreed to remove,
and shall take title to the Property in the condition described in the PTR. Once
Tenant has approved or been deemed to have approved the PTR, Landlord shall, at
its cost, remove any exceptions to title thereafter appearing of record, other
than those which were created or permitted by Tenant. In any event, Landlord
shall cause any liens covering the Property securing monetary obligations to be
released or reconveyed from the Property, if under this Rider, title is to be
conveyed free of any such lien.

     3. Except as otherwise provided in the approved PTR, Tenant acknowledges
that Tenant accepts the Property "AS IS" in its physical condition existing at
the Closing. Tenant acknowledges that neither Landlord nor its employees or
agents has made any representations or warranties to Tenant regarding the
Property, except as specifically set forth in the Lease, and only to the extent
that any such representations or warranties still exist as of the date of
Closing.

G. CLOSING

     The close of Escrow (the "Closing") shall take place on or before the date
specified in Paragraph B(6). Title to the Property shall be conveyed to Tenant
at the Closing, and the Closing shall be accomplished as follows:

     1. The Purchase Price shall be paid by Tenant through Escrow in the manner
provided in Paragraph B(2). All funds required to be paid by Tenant at the
Closing shall be deposited in Escrow by Tenant in the form of a cashier's check
drawn on, or wire transfer from, a bank doing business in the county in which
the Property is located, not later than the day prior to the day set for the
Closing. If, as part of the Purchase Price, Tenant makes and executes a
Purchase Money Note, such note shall be secured by a deed of trust on the
Property (the "Purchase Money Trust Deed"). The Purchase Money Note and the
Purchase Money Trust Deed shall be on forms then used for such purposes by the
Title Company. The Purchase Money Trust Deed shall be subordinate to any
deed(s) of trust securing Existing Note(s) which are to remain after the
Closing. If there shall be no Existing Notes which remain after the Closing,
the Purchase Money Trust Deed shall be a first lien deed of trust.

     2. Unless otherwise indicated by Tenant in writing to Landlord and Escrow,
the Lease shall terminate as of Closing.

     3. If the Lease is a gross lease, then real property taxes, insurance
premiums and rents shall be prorated as of Closing. Real Property taxes shall
be prorated based upon the latest available tax bill. If the Lease is a net
lease, then only rents shall be prorated as of Closing. Interest on any
Existing Notes which remain after the Closing shall be prorated as of the
Closing. Any unused security deposit held by Landlord under the Lease shall be
credited to the Purchase Price, Landlord shall pay all documentary transfer
taxes required as a result of the sale. Except as provided in Paragraph (4)
below, Landlord and Tenant shall pay equally all escrow costs. All other costs
shall be borne by Landlord and Tenant in accordance with the standard practices
of the county in which the Property is located, except as otherwise stated
herein.

     4. Landlord shall provide to Tenant, at Landlord's expense, a standard
coverage owner's policy of title insurance insuring title to the Property
in Tenant in an amount equal to the Purchase Price, subject to all matters set
forth in the approved PTR, any Purchase Money Trust Deed given to Landlord or
to a third party tender, and any other title exceptions created or permitted by
Tenant. The parties shall execute such other documents as are reasonably
requested by Escrow in order to complete the purchase of the Property as
provided by this Rider.

     5. If a real estate commission has been earned by Landlord's Broker by
reason of the exercise of the Option, such commission shall be paid to
Landlord's Broker at the Closing out of the funds otherwise payable to
Landlord. Landlord shall instruct Escrow to pay the commission directly to
Landlord's Broker from the funds in Escrow.

H. EXCHANGE

     Notwithstanding the date of Closing set forth in Paragraph B(6) above,
Landlord shall have the right to delay Closing for up to 180 days to accomplish
a tax-deferred exchange of real property to Internal Revenue Code Section 1031.
If Landlord elects to accomplish such exchange, Tenant shall cooperate with
Landlord, as long as Tenant shall not be liable for any cash consideration or
expense greater than that which Tenant would have incurred had Tenant purchased
the Property by a direct sale from Landlord at the Purchase Price. All such
additional expenses and consideration shall be paid by Landlord. If an exchange
transaction is established which requires cash consideration less than required
pursuant to Paragraph B(3) above, the balance of the Purchase Price shall be
payable by Tenant to Landlord through Escrow as provided herein. If Landlord
fails to complete such exchange within such extended time period, the Escrow
shall close as a direct sale by Landlord to Tenant under the terms set forth in
Paragraph B(2) above.

NOTE: THIS FORM DOES NOT COVER THE TAX EFFECTS UPON EITHER LANDLORD OR TENANT
RESULTING FROM ANY TAX-DEFERRED EXCHANGE. THE PARTIES SHOULD CONSULT THEIR
PERSONAL TAX ADVISORS REGARDING SUCH TAX CONSEQUENCES.

I. BREACH OF AGREEMENT; LIQUIDATED DAMAGES

     If Tenant breaches any agreement contained in this Option or defaults in
its obligations to close Escrow, Landlord may either (1) be released from all
obligations to sell the Property to Tenant or (2) proceed against Tenant upon
any claim or remedy which Landlord may have at law or in equity; provided
however, that, BY PLACING THEIR INITIALS HERE, TENANT [illegible initials] AND
                                                      --------------------
LANDLORD AGREE THAT LANDLORD SHALL HAVE THE RIGHT TO RETAIN THE LESSER OF
THE DEPOSIT DESCRIBED IN PARAGRAPH B(2) OR 3% OF THE PURCHASE PRICE, AS
LIQUIDATED DAMAGES, THE BALANCE OF THE DEPOSIT, IF ANY, SHALL BE PROMPTLY
RETURNED TO TENANT (LESS ANY ESCROW FEES, TITLE FEES, APPRAISAL FEES, ATTORNEY
FEES, OR OTHER COSTS INCURRED BY LANDLORD IN CONNECTION WITH THE TRANSACTION
CONTEMPLATED HEREUNDER) BY PLACING THEIR INITIALS ABOVE, LANDLORD AND TENANT
AGREE THAT THE DAMAGES TO LANDLORD RESULTING FROM TENANT'S DEFAULT ARE
DIFFICULT AND IMPRACTICAL TO ASCERTAIN, THAT THE LIQUIDATED DAMAGES SPECIFIED
HEREIN ARE A REASONABLE ESTIMATE OF LANDLORD'S DAMAGES IN SUCH EVENT, AND THAT
THE RETENTION OF SUCH LIQUIDATED DAMAGES AND THE OTHER DIRECT COSTS DESCRIBED
ABOVE SHALL CONSTITUTE LANDLORD'S SOLE AND EXCLUSIVE REMEDY FOR SUCH BREACH.

(C) 1984 Southern California Chapter of the             3
         Society of Industrial Realtors, (R) Inc. [SIOR(TM) LOGO]
         Reprinted under license




<PAGE>   21
J.   Closing After Lease Expiration

     If, for any reason, Closing occurs after the expiration of the Lease Term,
Tenant shall be deemed to be a holdover tenant at the monthly rent payable as of
the last month of the stated Lease Term (notwithstanding any contradictory
provisions of the Lease), and all obligations of Tenant hereunder shall continue
in full force and effect until Closing (or until either party fails to fulfill
its obligations set forth herein, in which case this Lease shall become a
month-to-month tenancy terminable by the non-defaulting party upon 30 days'
prior written notice to the other)

K.   Other Provisions

Landlord amortized a ONE THOUSAND NINE HUNDRED AND NO/100 DOLLAR ($1,900.00)
Tenant Improvement Allowance over the first three (3) years base rent of the
Lease term at twelve percent (12%) per annum interest rate. Tenant shall
reimburse Landlord for any unamortized Allowance through escrow and upon the
close of escrow.


                                        CV-SCE II, LLC, a California
                                   -----------------------------------------

                                        Limited Liability Company
                                   -----------------------------------------

                                   By:  /s/ Brett Baumgarten
                                      --------------------------------------
                                            Brett Baumgarten

                                   Its:     Managing Member
                                       -------------------------------------
                                   By:
                                      --------------------------------------
                                   Its:
                                       -------------------------------------
                                                  "LANDLORD"


                                        KNIESEL'S HI-TECH, INC., a
                                   -----------------------------------------
                                        California Corporation
                                   -----------------------------------------

                                   By:   /s/ Richard C. Kniesel
                                      --------------------------------------
                                             Richard C. Kniesel

                                   Its:      President
                                       -------------------------------------

                                   By:
                                      --------------------------------------

                                   Its:
                                       -------------------------------------
                                                  "TENANT"


CONSULT YOUR ATTORNEY - This document has been prepared for approval by your
attorney. No representation or recommendation is made by CB Commercial Real
Estate Group, Inc. or the Southern California Chapter of the Society of
Industrial Realtors,(R) Inc., or the agents or employees of either of them as to
the legal sufficiency, legal effect, or tax consequences of this document or the
transaction to which it relates. These are questions for your attorney.

                                       4

(C) 1982 Southern California Chapter of the
         Society of Industrial Realtors,(R) Inc. [SIOR(TM) LOGO]
         Reprinted under license
<PAGE>   22
                               GUARANTY OF LEASE

                      [CB [LOGO] Richard Ellis Letterhead]

     This Guaranty of Lease (the "Guaranty") is attached to and made part of
that certain real estate Lease (the "Lease") dated January 24, 2000, between
CV-SCE, II, LLC, a California Limited Liability Company, as Landlord, and
KNIESEL'S HI-TECH, INC., a California Corporation, as Tenant, covering the
Property commonly known as 7333 Roseville Road, Sacramento, CA 95842. The terms
used in this Guaranty shall have the same definitions as set forth in the Lease.
In order or induce, Landlord to enter into the Lease with Tenant, RICHARD C.
KNIESEL, an individual ("Guarantors"), have agreed to execute and deliver this
Guaranty to Landlord. Each Guarantor acknowledges that Landlord would not enter
into the Lease if each Guarantor did not execute and deliver this Guaranty to
Landlord.

1. GUARANTY. In consideration of the execution of the Lease by Landlord and as a
material inducement to Landlord to execute the Lease, each Guarantor hereby
irrevocably, unconditionally, jointly and severally guarantees the full, timely
and complete (a) payment of all rent and other sums payable by Tenant to
Landlord under the Lease, and any amendments or modifications thereto by
agreement or course of conduct, and (b) performance of all covenants,
representations and warranties made by tenant and all obligations to be
performed by Tenant pursuant to the Lease, and any amendments or modifications
thereto by agreement or course of conduct. The payment of those amounts and
performance of those obligations shall be conducted in accordance with all
terms, covenants and conditions set forth in the Lease, without deduction,
offset or excuse of any nature and without regard to the enforceability or
validity of the Lease, or any part thereof, or any disability of Tenant.

2. LANDLORD'S RIGHTS. Landlord may perform any of the following acts at any time
during the Lease Term, without notice to or asset of any Guarantor and without
in any way releasing, affecting or impairing any of Guarantor's obligations or
liabilities under this Guaranty: (a) alter, modify or amend the Lease by
agreement or course of conduct, (b) grant extensions or renewals of the Lease,
(c) assign or otherwise transfer its interest in the Lease, the Property, or
this Guaranty, (d) consent to any transfer or assignment of Tenant's or any
future tenant's interest under the Lease, (e) release one or more Guarantor, or
amend or modify this with respect to any Guarantor, without releasing or
discharging any other Guarantor from any of such Guarantor's obligations or
liabilities under this Guaranty, (f) take and hold security for the payment of
this Guaranty and exchange, enforce, waive and release any such security, (g)
apply such security and direct the order or manner of sale thereof as Landlord,
in its sole discretion, deems appropriate, and (h) foreclose upon any such
security by judicial or nonjudicial sale, without affecting or impairing in any
way the liability of Guarantor under this Guaranty, except to the extent the
indebtedness has been paid.

3. TENANT'S DEFAULT. This Guaranty is a guaranty of payment and performance, and
not of collection. Upon any breach or default by Tenant under this Lease,
Landlord may proceed immediately against Tenant and/or any Guarantor to enforce
any of Landlord's rights or remedies against Tenant or any Guarantor pursuant to
this Guaranty, the Lease, or at law or in equity without notice to or demand
upon either Tenant or any Guarantor. This Guaranty shall not be released,
modified or affected by any failure or delay by Landlord to enforce any of its
rights or remedies under the Lease or this Guaranty, or at law or in equity.

4. GUARANTOR'S WAIVERS. Each Guarantor hereby waives (a) presentment, demand for
payment and protest of non-performance under the Lease, (b) notice of any kind
including, without limitation, notice of acceptance of this Guaranty, protest,
presentment, demand for payment, default, nonpayment, or the creation or
incurring of new or additional obligations of Tenant to Landlord (c) any right
to require Landlord to enforce its rights or remedies against Tenant under the
Lease, or otherwise, or against any other Guarantor, (d) any right to require
Landlord to proceed against any security held from Tenant or any other party,
(e) any right of subrogation and (l) any defense arising out of the absence,
impairment or loss of any right of reimbursement or subrogation or other right
or remedy of Guarantors against Landlord or any such security, whether resulting
from an election by Landlord, or otherwise. Any part payment by tenant or other
circumstance which operates to toll any statute of limitations as to Tenant
shall operate to toll the statute of limitations as to Guarantor.

5. SEPARATE AND DISTINCT OBLIGATIONS. Each Guarantor acknowledges and agrees
that such Guarantor's obligations to Landlord under this Guaranty are separate
and distinct form Tenant's obligations to Landlord under the Lease. The
occurrence of any of the following events shall not have any effect whatsoever
on any Guarantor's obligations to Landlord hereunder, each of which obligations
shall continue in full force or effect as though such event had not occurred:
(a) the commencement by Tenant of a voluntary case under the federal bankruptcy
laws, as now constituted or hereafter amended or replaced, or any other
applicable federal or state bankruptcy, insolvency or other similar law
(collectively, the "Bankruptcy Laws"), (b) the consent by tenant to the
appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator or similar official of Tenant or for any
substantial part of its property, (c) any assignment by Tenant for the benefit
of creditors, (d) the failure of Tenant generally to pay its debts as such debts
become due, (e) the taking of corporate action by Tenant in the furtherance of
any of the foregoing; or (i) the entry of a decree or order for relief by a
court having jurisdiction in respect of Tenant in any involuntary case under the
Bankruptcy Laws, or appointing a receiver, liquidator, assignee custodian,
trustee, sequestrator (or similar official) of Tenant or for any substantial
part of its property, or ordering the winding-up or liquidation of any of its
affairs and the continuance of any such decree or order unstayed and in effect
for a period of sixty (6) consecutive days. The liability of Guarantors under
this Guaranty is not and shall not be affected or impaired by any payment made
to Landlord under or related to the Lease for which Landlord is required to
reimburse Tenant pursuant to any court order or in settlement of any dispute,
controversy or litigation in any bankruptcy, reorganization, arrangement,
moratorium or other federal or state debtor relief proceeding. If, during any
such proceeding, the Lease is assumed by Tenant or any trustee, or thereafter
assigned by Tenant or any trustee to a third party, this Guaranty shall remain
in full force and effect with respect to the full


(c) 1983 Southern California Chapter of the   [LOGO]
         Society of Industrial Realtors,(R) Inc.
         Reprinted under license
<PAGE>   23
performance of Tenant, any such trustee or any such third party's obligations
under the Lease. If the Lease is terminated or rejected during any such
proceeding, or if any of the events described in Subparagraphs (a) through (f)
of this Paragraph 5 occur, as between Landlord and each Guarantor, Landlord
shall have the right to accelerate all of Tenant's obligations under the Lease
and each Guarantor's obligations under this Guaranty. In such event, all such
obligations shall become immediately due and payable by Guarantors to Landlord.
Guarantors waive any defense arising by reason of any disability or other
defense of Tenant or by reason of the cessation from any cause whatsoever of the
liability of Tenant.

6.  SUBORDINATION. All existing and future advances by Guarantor to Tenant, and
all existing and future debts of Tenant to any Guarantor, shall be subordinated
to all obligations owed to Landlord under the Lease and this Guaranty.

7.  SUCCESSORS AND ASSIGNS. This Guaranty binds each Guarantor's personal
representatives, successors and assigns.

8.  ENCUMBRANCES. If Landlord's interest in the Property or the Lease, or the
rents, issues or profits therefrom, are subject to any deed of trust, mortgage
or assignment for security, any Guarantor's acquisition of Landlord's Interest
in the Property or Lease shall not affect any of Guarantor's obligations under
this Guaranty. In such event, this Guaranty shall nevertheless continue in full
force and effect for the benefit of any mortgagee, beneficiary, trustee or
assignee or any purchaser at any sale by judicial foreclosure or under any
private power of sale, and their successors and assigns. Any married Guarantor
expressly agrees that Landlord has recourse against any Guarantor's separate
property for all of such Guarantor's obligations hereunder.

9.  GUARANTOR'S DUTY. Guarantors assume the responsibility to remain informed of
the financial condition of Tenant and of all other circumstances bearing upon
the risk of Tenant's default, which reasonable inquiry would reveal, and agree
that Landlord shall have no duty to advise Guarantors of information known to it
regarding such condition or any such circumstance.

10. LANDLORD'S RELIANCE. Landlord shall not be required to inquire into the
powers of Tenant or the officers, employees, partners or agents acting or
purporting to act on its behalf, and any indebtedness made or created in
reliance upon the professed exercise of such powers shall be guaranteed under
this Guaranty.

11. INCORPORATION OF CERTAIN LEASE PROVISIONS. Each Guarantor hereby represents
and warrants to Landlord that such Guarantor has received a copy of the Lease,
has read or had the opportunity to read the Lease, and understands the terms of
the Lease. The provisions in the Lease relating to the execution of additional
documents, legal proceedings by Landlord against Tenant, severability of the
provisions of the Lease, interpretation of the Lease, notices, waivers, the
applicable laws which govern the interpretation of the Lease and the authority
of the Tenant to execute the Lease are incorporated herein in their entirety by
this reference and made a part hereof. Any reference in those provisions to
"Tenant" shall mean each Guarantor and any reference in those provisions to the
"Lease" shall mean this Guaranty, except that (a) any notice which any Guarantor
desires or is required to provide to Landlord shall be effective only if signed
by all Guarantors and (b) any notice which Landlord desires or is required to
provide to any Guarantor shall be sent to such Guarantor at such Guarantor's
address indicated below, or if no address is indicated below, at the address for
notices to be sent to Tenant under the Lease.

12. EXPIRATION OF GUARANTY: This Guaranty shall expire February 28, 2003.

Signed on      Jan. 25   , 2000         RICHARD C. KNIESEL, an individual
         ----------------------         ---------------------------------

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

 7329 Roseville Road, Suite 1           By: /s/ Richard C. Kniesel
-------------------------------            ------------------------------
                                            Richard C. Kniesel

    Sacramento, CA 95842                Its:
-------------------------------         ---------------------------------
          Address

Signed on                , 19           ---------------------------------
         ----------------    --

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


-------------------------------         By:
                                           ------------------------------

-------------------------------         Its:
           Address                          ------------------------------



-------------------------------------------------------------------------------
CONSULT YOUR ATTORNEY - This document has been prepared for approval by your
attorney. No representation or recommendation is made by CB Commercial Real
Estate Group, Inc. or the Southern California Chapter of the Society of
Industrial Realtors,(R) Inc., or the agents or employees of either of them as
to the legal sufficiency, legal effect, or tax consequences of this document or
the transaction to which it relates. These are questions for your attorney.
-------------------------------------------------------------------------------


(c) 1983 Southern California Chapter of the
         Society of Industrial Realtors(R), Inc.
         Reprinted under license

<PAGE>   24
                                                                      EXHIBIT A


                          ANTELOPE WEST BUSINESS PARK
-------------------------------------------------------------------------------
                          7307 - 7337 Roseville Road
                            Sacramento, California


SITE PLAN









                                     [MAP]









<PAGE>   25
                 CB RICHARD ELLIS, INC. SALE/LEASE DISCLOSURES


Property 7307, 7321, 7325, 7333 and 7337 Roseville Road, Sacramento, California
[specify property address]

Flood Zones. According to FEMA Map 060262-0080C dated September 30, 1998
[specify source], the Property [ ] is / [X] may or may not be located in a flood
zone. Many lenders require flood insurance for properties located in flood zones
and government authorities may regulate development and construction in flood
zones. Whether or not located in a flood zone, properties can be subject to
flooding and moisture problems, especially properties on a slope or in low-lying
areas or in a dam inundation zone (California Government Code Section 8589 5).
Buyers and tenants should have their experts confirm whether the Property is in
a flood zone and otherwise investigate and evaluate these matters. Flood Zone
Designation: Zone  X
                  ---

Earthquakes. Earthquakes occur throughout California. According to Fault-Rupture
Hazard Zones in California Special Publication 42 [specify source], the Property
[ ] is/[X] may or may not be situated in an Earthquake Fault Zone and/or a
Seismic Hazard Zone (Sections 2621 et seq. and Sections 2690 et seq. of the
California Public Resources Code, respectively). Property development and
construction in such zones generally subject to the findings of a geologic
report prepared by a state-registered geologist. Whether or not located in such
a zone, all properties in California are subject to earthquake risks and may be
subject to a variety of state and local earthquake-related requirements,
including retrofit requirements. Among other items, all new and existing water
heaters must be braced, anchored or strapped to resist falling or horizontal
displacement, and in sales transactions, sellers must execute a written
certification that the water heaters are so braced, anchored or strapped
(California Health and Safety Code Section 19211). Buyers and tenants should
have their experts confirm whether the Property is in any earthquake zone and
otherwise investigate and evaluate these matters.

Hazardous Materials and Underground Storage Tanks. Due to prior or current uses
of the Property or in the area or the construction materials used, the Property
may have hazardous or undesirable metals (including lead-based paint), minerals
(including asbestos), chemicals, hydrocarbons, petroleum-related compounds, or
biological or radioactive/emissive items (including electrical and magnetic
fields) in soils, water, building components, above or below-ground
tanks/containers or elsewhere in areas that may or may not be accessible or
noticeable. Such items may leak or otherwise be released. Asbestos has been used
in items such as fireproofing, heating/cooling systems, insulation, spray-on and
tile acoustical materials, floor tiles and coverings, roofing, drywall and
plaster. If the Property was built before 1978 and has a residential unit,
sellers/landlords must disclose all reports, surveys and other information known
to them regarding lead-based paint to buyers and tenants and allow for
inspections (42 United States Code Sections 4851 et seq.). Sellers/landlords are
required to advise buyers/tenants if they have any reasonable cause to believe
that any hazardous substance has come to be located on or beneath the Property
(California Health and Safety Code Section 25359.7), and sellers/landlords must
disclose reports and surveys regarding asbestos to certain persons, including
their employees, contractors, buyers and tenants (California Health and Safety
Code Sections 25915 et seq.); buyers/tenants have similar obligations. Have your
experts investigate and evaluate these matters.

Americans with Disabilities Act (ADA). The Americans With Disabilities Act (42
United States Code Sections 12101 et seq.) and other federal, state and local
requirements may require changes to the Property. Have your experts investigate
and evaluate these matters.

Taxes. Sales, leases and other real estate transactions have federal, state and
local consequences. In sales transactions, Internal Revenue Code Section 1446
requires buyers to withhold and pay to the IRS 10% of the gross sales price
within 10 days of the date of a sale unless the buyers can establish that the
sellers are not foreigners, generally by having the sellers sign a Non-Foreign
Seller Affidavit. Depending on the structure of the transaction, the tax
withholding liability can exceed the net cash proceeds to be paid to the sellers
at closing. California imposes an additional withholding requirement equal to 3
1/3% of the gross sales price not only on foreign sellers but also out-of-state
sellers and sellers leaving the state if the sales price exceeds $100,000.
Withholding generally is required if the last known address of a seller is
outside California, if the proceeds are disbursed outside of California or if a
financial intermediary is used. Have your experts investigate and evaluate these
matters.

Fires. California Public Resources Codes Sections 4125 et seq. require sellers
of real property located within state responsibility areas to advise buyers that
the property is located within such a wildland zone, that the state does not
have the responsibility to provide fire protection services to any structure
within such a zone and that such zones may contain substantial forest/wildland
fire risks. Government Code Sections 51178 et seq. require sellers of real
property located within certain fire hazard zones to disclose that the property
is located in such a zone. Sellers must disclose that a property located in a
wildland or fire hazard zone is subject to the fire prevention requirements of
Public Resources Code Section 4291 and Government Code Section 51182,
respectively. Sellers must make such disclosures if either the sellers have
actual knowledge that a property is in such a zone or a map showing the property
to be in such a zone has been provided to the county assessor. Properties,
whether or not located in such a zone, are subject to fire/life safety risks and
may be subject to state and local fire/life safety-related requirements,
including retrofit requirements. Have your experts investigate and evaluate
these matters.

Broker Representation. CB Richard Ellis, Inc. is a national brokerage firm
representing a variety of clients. Depending on the circumstances, CB Richard
Ellis, Inc. may represent both the seller/landlord and the buyer/tenant in a
transaction, or you may be interested in a property that may be of interest to
other CB Richard Ellis, Inc. clients. If CB Richard Ellis, Inc. represents more
than one party with respect to a property, CB Richard Ellis, Inc. will not
disclose the confidential information of one principal to the other.

Seller/Landlord Disclosure, Delivery of Reports, Pest Control Reports and
Compliance with Laws. Sellers/landlords are hereby requested to disclose
directly to buyers/tenants all information known to sellers/landlords regarding
the Property, including but not limited to, hazardous materials, zoning,
construction, design, engineering, soils, title, survey, fire/life safety, and
other matters and to provide buyers/tenants with copies of all reports in the
possession of or accessible to sellers/landlords regarding the Property.
Sellers/landlords and buyers/tenants must comply with all applicable federal,
state and local laws, regulations, codes, ordinances and administrative orders,
including, but not limited to, the 1964 Civil Rights Act and all amendments
thereto, the Foreign Investment in Real Property Tax Act, the Comprehensive
Environmental Response Compensation and Liability Act, and The Americans With
Disabilities Act. If a pest control report is a condition of the purchase
contract, buyers are entitled to receive a copy of the report and any
certification and notice of work completed.

Property Inspections and Evaluations. Buyers/tenants should have the Property
thoroughly inspected and all parties should have the transaction thoroughly
evaluated by the experts of their choice. Ask your experts what investigations
and evaluations may be appropriate as well as the risks of not performing any
such investigations or evaluations. Information regarding the Property supplied
by the real estate brokers has been received from third party sources and has
not been independently verified by the brokers. Have your experts verify all
information regarding the Property, including any linear or area measurements
and the availability of all utilities. All work should be inspected and
evaluated by your experts, as they deem appropriate. Any projections or
estimates are for example only, are based on assumptions that may not occur and
do not represent the current or future performance of the property. Real estate
brokers are not experts concerning nor can they determine if any expert is
qualified to provide advice on legal, tax, design, ADA, engineering,
construction, soils, title, survey, fire/life safety, insurance, hazardous
materials, or other such matters. Such areas require special education and,
generally, special licenses not possessed by real estate brokers. Consult with
the experts of your choice regarding these matters.