STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE--MODIFIED NET
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION


1.   Basic Provisions ("Basic Provisions").

     1.1 Parties:  This Lease  ("Lease"),  dated for  reference  purposes  only,
February 8, 1999 is made by and between James W.  Cameron,  Jr.  ("Lessor")  and
[text  deleted and  initialed by  /s/AG;/s/CWC]  Global Med  Technologies,  Inc.
("Lessee"), (collectively the "Parties," or Individually a "Party").

     1.2(a)  Premises:  That  certain  portion of the  Building,  including  all
improvements  therein or to be provided by Lessor under the terms of this Lease,
commonly  known by the street  address of, 4925 Robert J.  Mathews  Pkwy.  #100,
located in the City of El Dorado Hills,  County of El Dorado,  State of CA, with
zip code  95762,  as  outlined on Exhibit A attached  hereto  ("Premises").  The
"Building"  is that certain  building  containing  the  Premises  and  generally
described as (describe briefly the nature of the Building): Approximately 15,000
sq ft of a  40,000  sq ft  building  in a 60,000  sq ft  complex  named  Cameron
Business Center.

In  addition to Lessee's  rights to use and occupy the  Premises as  hereinafter
specified,  Lessee  shall  have  non-exclusive  rights to the  Common  Areas (as
defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any
rights to the roof, exterior walls or utility raceways of the Building or to any
other buildings in the Industrial Center. The Premises, the Building, the Common
Areas, the land upon which they are located,  along with all other buildings and
improvements  thereon,  are herein  collectively  referred to as the "Industrial
Center." (Also see Paragraph 2.)

     1.2(b) Parking: 60 unreserved vehicle parking spaces  ("Unreserved  Parking
Spaces");  and 0 reserved vehicle parking spaces  ("Reserved  Parking  Spaces").
(Also see Paragraph 2.6.)

     1.3 Term: 7 years and 2 months  ("Original  Term") commencing April 1, 1999
("Commencement  Date") and ending May 31, 2006  ("Expiration  Date").  (Also see
Paragraph 3.)

     1.4 Early Possession:  per Addendum pp 50 ("Early Possession Date").  (Also
see Paragraphs 3.2 and 3.3.)

     1.5 Base Rent:  $ Addendum pp 50 per month  ("Base  Rent"),  payable on the
first day of each month commencing Addendum pp 50 (Also see Paragraph 4.)

[x]  If this  box is  checked,  this  Lease  provides  for the  Base  Rent to be
     adjusted per Addendum pp 50, attached hereto.
   
     1.6(a)  Bass Rent Paid Upon  Execution:$8,200  as Base Rent for the  period
June, 1999.

     1.6(b)  Lessee's  Share of  Common  Area  Operating  Expenses:  twenty-five
percent (25%) ("Lessee's  Share") as determined by [x] prorata square footage of
the Premises as compared to the total square  footage of the 60,000  square feet
complex.

     1.7 Security Deposit: $13,582 ("Security Deposit"). (Also see Paragraph 5.)

     1.8  Permitted  Use:  Office and related uses  ("Permitted  Use") (Also see
Paragraph 6.)

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     1.9 Insuring Party. Lessor is the "Insuring Party." (Also see Paragraph 8.)

     1.10(a)  Real  Estate   Brokers.   The  following  real  estate   broker(s)
(collectively,   the  "Brokers")  and  brokerage  relationships  exist  in  this
transaction and are consented to by the Parties (check applicable boxes):

[x]  Cemo-Coker represents Lessor exclusively ("Lessor's Broker");

[x]  Corporate Advisory Group represents Lessee exclusively ("Lessee's Broker");
     or

[c]  -----------------  represents both Lessor and Lessee ("Dual Agency"). (Also
     see Paragraph 15.)
   
     1.10(b)  Payment  to  Brokers.  Upon the  execution  of this  Lease by both
Parties,  Lessor shall pay to said Broker(s) jointly, or in such separate shares
as they may  mutually  designate  in  writing,  a fee as set forth in a separate
written agreement between Lessor and said Broker(s) (or in the event there is no
separate  written  agreement  between  Lessor  and  said  Broker(s),  the sum of
$--------) for brokerage  services rendered by said Broker(s) in connection with
this transaction.

     1.11  Guarantor.  The  obligations of the Lessee under this Lease are to be
guaranteed by Lessee, per Addendum pp 60 ("Guarantor"). (Also see Paragraph 37.)

     1.12  Addenda  and  Exhibits.  Attached  hereto is an  Addendum  or Addenda
consisting  of  Paragraphs 49 through 61, and Exhibits A through B, all of which
constitute a part of this Lease.

2.    Premises, Parking and Common Areas.

     2.1 Letting.  Lessor hereby leases to Lessee, and Lessee hereby leases from
Lessor,  the Premises,  for the term, at the rental,  and upon all of the terms,
covenants and  conditions  set forth in this Lease.  Unless  otherwise  provided
herein,  any  statement of square  footage set forth in this Lease,  or that may
have been used in calculating rental and/or Common Area  Operating Expenses,  is
an approximation  which Lessor and Lessee agree is reasonable and the rental and
Lessee's Share (as defined in Paragraph  1.6(b)) based thereon is not subject to
revision whether or not the actual square footage is more or less.

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

     2.3 Compliance  with  Covenants,  Restrictions  and Building  Code.  Lessor
warrants that any  improvements  (other than those  constructed  by Lessee or at
Lessee's  direction)  on or in the  Premises  which  have  been  constructed  or
installed  by Lessor or with  Lessor's  consent or at Lessor's  direction  shall
comply with all applicable  covenants or  restrictions  of record and applicable
building codes,  regulations and ordinances in effect on the Commencement  Date.
Lessor  further  warrants to Lessee that  Lessor has no  knowledge  of any claim
having been made by any  governmental  agency that a violation or  violations of
applicable building codes,  regulations,  or ordinances exist with regard to the
Premises as of the  Commencement  Date. Said  warranties  shall not apply to any
Alterations or Utility Installations (defined in Paragraph 7.3(a)) made or to be
made by Lessee.  If the  Premises  do not comply  with said  warranties,  Lessor


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shall,  except as otherwise  provided in this Lease,  promptly  after receipt of
written   notice  from  Lessee  given  within  six  (6)  months   following  the
Commencement  Date and  setting forth with  specificity the nature and extent of
such non-compliance, take such action, at Lessor's expense, as may be reasonable
or appropriate to rectify the non-compliance.  Lessor makes no warranty that the
Permitted Use in Paragraph 1.8 is permitted for the Premises   under  Applicable
Laws (as defined in Paragraph 2.4).

     2.4  Acceptance of Premises.  Lessee hereby  acknowledges:  (a) that it has
been advised by the Broker(s) to satisfy itself with respect to the condition of
the Premises  (including  but not limited to the  electrical  and fire sprinkler
systems,  security,  environmental aspects, seismic and earthquake requirements,
and compliance with the Americans with  Disabilities Act and applicable  zoning,
municipal,  county,  state and federal laws,  ordinances and regulations and any
covenants or restrictions of record  (collectively,  "Applicable  Laws") and the
present and future  suitability  of the Premises for Lessee's  intended use; (b)
that Lessee has made such  investigation as it deems necessary with reference to
such  matters,   is  satisfied   with   reference   thereto,   and  assumes  all
responsibility  therefore  as the  same  relate  to  Lessee's  occupancy  of the
Premises and/or the terms of this Lease; and (c) that neither Lessor, nor any of
Lessor's agents, has made any oral or written representations or warranties with
respect to said matters other than as set forth in this Lease.

      2.5 [deleted and initialed [/s/AG;/s/CWC]

     2.6  Vehicle  Parking.  Lessee  shall  be  entitled  to use the  number  of
Unreserved  Parking Spaces and Reserved  Parking  Spaces  specified in Paragraph
1.2(b) an those  portions of the Common  Areas  designated  from time to time by
Lessor for parking.  Lessee shall not use more parking  spaces than said number.
said  parking  spaces  shall be used for  parking  by  vehicles  no larger  than
full-size passenger automobiles or pick-up trucks, herein called "Permitted Size
Vehicles."  Vehicles  other than  Permitted  Size  Vehicles  shall be parked and
loaded or  unloaded  as  directed  by Lessor  in the Rules and  Regulations  (as
defined in Paragraph 40) issued by Lessor. (Also see Paragraph 2.9.)

           (a) Lessee shall not permit or allow any  vehicles  that belong to or
are  controlled by Lessee or Lessee's employees, suppliers, shippers, customers,
contractors  or invitees to be loaded,  unloaded,  or parked in areas other than
those designated by Lessor for such activities.

           (b) if Lessee  permits  or allows  any of the  prohibited  activities
described  in this  Paragraph  2.6,  then Lessor  shall have the right,  without
notice,  in  addition to such other  rights and  remedies  that it may have,  to
remove or  tow away the vehicle  involved  and charge the cost to Lessee,  which
cost shall be immediately payable upon demand by Lessor.

           (c) Lessor shall at the Commencement Date of this Lease,  provide the
parking facilities required by Applicable Law.

     2.7 Common Areas -  Definition.  The term "Common  Areas" is defined as all
areas and facilities  outside the Premises and within the exterior boundary line
of the Industrial  Center and interior utility raceways within the Premises that
are provided and designated by the Lessor from time to time for the general non-
exclusive use of Lessor,  Lessee  and other lessees of the Industrial Center and
their respective  employees,  suppliers,  shippers,  customers,  contractors and
invitees,  including  parking areas,  loading and unloading areas,  trash areas,
roadways, sidewalks, walkways, parkways, driveways and landscaped areas.



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     2.8 Common Areas - Lessee's Rights. Lessor hereby grants to Lessee, for the
benefit of Lessee and its employees, suppliers, shippers, contractors, customers
and invitees,  during the term of this Lease, the non-exclusive right to use, in
common with others  entitled  to such use,  the Common  Areas as they exist from
time to time, subject to any rights,  powers, and privileges  reserved by Lessor
under the terms  hereof  or under  the  terms of any  rules and  regulations  or
restrictions  governing the use of the Industrial Center. Under no circumstances
shall the right herein  granted to use the Common Areas be deemed to include the
right to store any property,  temporarily or  permanently,  in the Common Areas.
Any such storage shall be permitted only by the prior written  consent of Lessor
or Lessor's  designated agent,  which consent may be revoked at any time. In the
event that any  unauthorized  storage  shall  occur then  Lessor  shall have the
right, without notice, in addition to such other rights and remedies that it may
have, to remove the property and charge the cost to Lessee,  which cost shall be
immediately payable upon demand by Lessor.

     2.9 Common Areas - Rules and Regulations. Lessor or such other person(s) as
Lessor may appoint shall have the exclusive control and management of the Common
Areas and shall have the right, from time to time, to establish,  modify,  amend
and enforce  reasonable Rules and Regulations with respect thereto in accordance
with  Paragraph  40. Lessee agrees to abide by and conform to all such Rules and
Regulations,  and  to  cause  its  employees,  suppliers,  shippers,  customers,
contractors  and  invitees  to  so  abide  and  conform.  Lessor  shall  not  be
responsible to Lessee for the non-compliance  with said rules and regulations by
other lessees of the Industrial Center.

     2.10 Common Areas - Changes.  Lessor shall have the right, in Lessor's sole
discretion, from time to time:

            (a)  To  make  changes  to  the  Common  Areas,  including,  without
limitation,  changes  in the  location,  size,  shape and  number of  driveways,
entrances,  parking spaces, parking areas, loading and unloading areas, ingress,
egress, direction of traffic, landscaped areas, walkways  and utility raceways;

           (b) To close  temporarily  any of the  Common  Areas for  maintenance
purposes so long as reasonable access to the Premises remains available;

           (c) To designate  other land outside the boundaries of the Industrial
Center to be a part of the Common Areas;

           (d) To add additional buildings and improvements to the Common Areas;

           (e) To use the  Common  Areas  while  engaged  in  making  additional
improvements,  repairs or alterations to the Industrial  Center,  or any portion
thereof; and

           (f) To do and perform such other acts and make such other changes in,
to or with respect to the Common Areas and  Industrial  Center as Lessor may, in
the exercise of sound business judgment, deem to be appropriate.

3.    Term.

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

     3.2 Early Possession. If an Early Possession Date is specified in Paragraph
1.4 and if Lessee  totally or partially  occupies  the Premises  after the Early
Possession Date but prior to the  Commencement  Date, the obligation to pay Base
Rent shall be abated for the period of such early occupancy.  All other terms of
this  Lease,  however,  (including  but not  limited to the  obligations  to pay
Lessee's  Share of Common Area  Operating  Expenses  and to carry the  insurance
required by Paragraph 8) shall be in effect  during such period.  Any such early
possession  shall not affect nor advance  the  Expiration  Date of the  Original
Term.



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

4.   Rent.

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

      4.2 Common Area Operating Expenses,  Lessee shall pay to Lessor during the
term  hereof,  In addition to the Base Rent,  Lessee's  Share (as  specified  in
Paragraph 1.6(b)) of all Common Area Operating Expenses, as hereinafter defined,
during each  calendar  year of the term of this Lease,  in  accordance  with the
following provisions:

          (a) "Common Area Operating Expenses" are defined, for purposes of this
Lease,  as all costs incurred by Lessor  relating to the ownership and operation
of the Industrial Center, including, but not limited to, the following:
     
               (i) The operation,  repair and maintenance,  in neat, clean, good
order and condition, of the following:

                     (aa) The Common Areas, including parking areas, loading and
unloading  areas,  trash  areas,  roadways,   sidewalks,   walkways,   parkways,
driveways,  landscaped areas, striping, bumpers, irrigation systems, Common Area
lighting facilities, fences and gates, elevators and roof.

                     (bb) Exterior signs and any tenant directories.

                     (cc) Fire detection and sprinkler systems.

               (ii) The cost of water, gas, electricity and telephone to service
the Common Areas.

               (iii) Trash disposal,  property  management and security services
and the costs of any environmental inspections.


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               (iv)  Reserves  set aside for  maintenance  and  repair of Common
Areas.

               (v) Real Property Taxes (as defined in Paragraph 10.2) to be paid
by Lessor for the Building and the Common Areas under Paragraph 10 hereof.

               (vi)  The  cost  of  the  premiums  for  the  insurance  policies
maintained by Lessor under Paragraph 8 hereof.

               (vii) Any  deductible  portion of an insured loss  concerning the
Building or the Common Areas.

               (viii)  Any other  services  to be  provided  by Lessor  that are
stated elsewhere in this Lease to be a Common Area Operating Expense,

          (b) Any Common Area  Operating  Expenses and Real Property  Taxes that
are  specifically  attributable  to the Building or to any other building in the
Industrial Center or to the operation,  repair and maintenance thereof, shall be
allocated  entirely to the  Building  or to such other  building.  However,  any
Common Area Operating Expenses and Real Property Taxes that are not specifically
attributable  to the  Building  or to any other  building  or to the  operation,
repair and maintenance  thereof,  shall be equitably  allocated by Lessor to all
buildings in the Industrial Center.

          (c) The  inclusion of the  improvements,  facilities  and services set
forth in  Subparagraph  4.2(a) shall not be deemed to impose an obligation  upon
Lessor to either  have said  improvements  or  facilities  or to  provide  those
services  unless the  Industrial  Center  already has the same,  Lessor  already
provides the services,  or Lessor has agreed  elsewhere in this Lease to provide
the same or some of them.

          (d) Lessee's Share of Common Area Operating  Expenses shall be payable
by Lessee within ten (10) days after a reasonably  detailed  statement of actual
expenses is  presented  to Lessee by Lessor.  At Lessor's  option,  however,  an
amount may be estimated by Lessor from time to time of Lessee's  Share of annual
Common  Area  Operating  Expenses  and the same  shall  be  payable  monthly  or
quarterly,  as Lessor shall designate,  during each 12-month period of the Lease
term, on the same day as the Base Rent is due  hereunder.  Lessor shall deliver
to Lessee  within sixty (60) days after the  expiration  of each calendar year a
reasonably  detailed  statement showing Lessee's Share of the actual Common Area
Operating  Expenses  incured  during  the preceding  year. If Lessee's  payments
under this Paragraph  4.2(d) during said preceding year exceed Lessee's Share as
indicated  on said statement,  Lessor shall be credited the amount of such over-
payment against  Lessee's Share of Common Area Operating  Expenses next becoming
due. If Lessee's payments under this Paragraph 4.2(d) during said preceding year
were less than Lessee's Share as indicated on said  statement,  Lessee shall pay
to Lessor the amount of the  deficiency  within ten (10)days after  delivery  by
Lessor to Lessee of said statement.

5. Security  Deposit.  Lessee shall deposit with Lessor upon Lessee's  execution
hereof the Security  Deposit set forth in Paragraph 1.7 as security for Lessee's
faithful  performance of Lessee's  obligations under this Lease. If Lessee falls
to pay Base Rent or other rent or charges due hereunder,  or otherwise  Defaults
under this Lease (as defined in Paragraph 13.1), Lessor may use, apply or retain
all or any  portion of said  Security  Deposit for the payment of any amount due
Lessor or to reimburse or compensate  Lessor for any liability,  cost,  expense,
loss or damage  (including  attorneys' fees) which Lessor may suffer or incur by
reason  thereof.  If Lessor uses or applies all or any portion of said  Security
Deposit,  Lessee  shall  within ten (10) days after  written  request  therefore
deposit  monies with Lessor  sufficient to restore said Security  Deposit to the
full amount required by this Lease.  Any time the Base Rent increases during the
term of this Lease,  Lessee  shall,  upon written  request from Lessor,  deposit


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additional monies with Lessor as an addition to the Security Deposit so that the
total amount of the Security Deposit shall at all times bear the same proportion
to the then  current  Base Rent as the  Initial  Security  Deposit  bears to the
initial  Base Rent set forth in Paragraph  1.5.  Lessor shall not be required to
keep all or any part of the Security Deposit separate from its general accounts.
Lessor shall,  at the  expiration or earlier  termination of the term hereof and
after Lessee has vacated the Premises, return to Lessee (or, at Lessor's option,
to the last assignee,  if any, of Lessee's interest herein), that portion of the
Security  Deposit  not used or  applied by Lessor.  Unless  otherwise  expressly
agreed in writing by Lessor, no part of the Security Deposit shall be considered
to be held in trust,  to bear interest or other  increment for its use, or to be
prepayment for any monies to be paid by Lessee under this Lease.

6. Use.

     6.1 Permitted Use.

           (a) Lessee shall use and occupy the Premises  only for the  Permitted
Use set  forth in  Paragraph  1.8,  or any other  legal use which is  reasonably
comparable thereto, and for no other purpose. Lessee shall not use or permit the
use of the Premises in a manner that is unlawful,  creates  waste or a nuisance,
or that disturbs owners and/or occupants of, or causes damage to the Premises or
neighboring Premises or properties.

           (b) Lessor  hereby agrees to not  unreasonably  withhold or delay its
consent to any written request by Lessee, Lessee's assignees or subtenants,  and
by prospective  assignees and subtenants of Lessee, its assignees and subtenant,
for a  modification  of said  Permitted Use, so long as the same will not impair
the structural  integrity of the improvements on the Premises or in the Building
or the mechanical or electrical systems therein,  does not conflict with uses by
other  lessees,  is not  significantly  more  burdensome  to the Premises or the
Building and the improvements  thereon, and is otherwise permissible pursuant to
this Paragraph 6. If Lessor elects to withhold such consent, Lessor shall within
five (5) business days after such request give a written  notification  of same,
which notice shall include an explanation of Lessor's  reasonable  objections to
the change in use.

     6.2 Hazardous Substances.

           (a) Reportable Uses Require Consent.  The term "Hazardous  Substance"
as used in this Lease shall mean any product,  substance,  chemical, material or
waste whose  presence,  nature,  quantity  and/or  intensity of existence,  use,
manufacture,  disposal,  transportation,  spill,  release or  effect,  either by
itself or in combination with other materials expected to be on the Premises, is
either: (i) potentially  injurious to the public health,  safety or welfare, the
environment,  or the Premises;  (ii) regulated or monitored by any  governmental
authority;   or  (iii)  a  basis  for  potential  liability  of  Lessor  to  any
governmental  agency or third party under any  applicable  statute or common law
theory.  Hazardous Substance shall include. but not be limited to, hydrocarbons,
petroleum,  gasoline,  crude oil or any products or by-products thereof.  Lessee
shall not engage in any activity in or about the Premises  which  constitutes  a
Reportable  Use (as  hereinafter  defined) of Hazardous  Substances  without the
express  prior written  consent of Lessor and  compliance in a timely manner (at
Lessee's sole cost and expense) with all Applicable  Requirements (as defined in
Paragraph 6.3).  "Reportable  Use" shall mean (i) the installation or use of any
above or below ground storage tank,  (ii) the generation,  possession,  storage,
use, transportation, or disposal of a Hazardous Substance that requires a permit
from, or with respect to which a report,  notice,  registration or business plan
is required to be filed with, any governmental authority, and (iii) the presence
in, on or about the Premises of a Hazardous  Substance with respect to which any
Applicable Laws require that a notice be given to persons  entering or occupying
the Premises or neighboring  properties.  Notwithstanding the foregoing,  Lessee
may, without Lessor's prior consent, but upon notice to Lessor and in compliance


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with all  Applicable  Requirements,  use any  ordinary and  customary  materials
reasonably  required to be used by Lessee in the normal  course of the Permitted
Use,  so long as such  use is not a  Reportable  Use and  does  not  expose  the
Premises or neighboring  properties to any meaningful risk of  contamination  or
damage or expose Lessor to any liability therefor. In addition.  Lessor may (but
without any  obligation to do so) condition its consent to any Reportable Use of
any Hazardous  Substance by Lessee upon Lessee's  giving Lessor such  additional
assurances as Lessor, in its reasonable  discretion,  deems necessary to protect
itself,   the  public,   the  Premises  and  the  environment   against  damage,
contamination or injury and/or liability therefor,  including but not limited to
the installation (and, at Lessor's option, removal on or before Lease expiration
or earlier termination) of reasonably necessary protective  modifications to the
Premises  (such as concrete  encasements)  and/or the  deposit of an  additional
Security Deposit under Paragraph 5 hereof.

           (b) Duty to Inform Lessor.  If Lessee knows, or has reasonable  cause
to believe,  that a Hazardous  Substance has come to be located in, on, under or
about  the Premises or the  Building,  other than as previously  consented to by
Lessor,  Lessee shall  immediately give Lessor written notice thereof,  together
with a copy of any statement, report, notice, registration, application, permit,
business plan, license, claim, action, of proceeding given to, or received from,
any  governmental  authority or private party  concerning  the presence,  spill,
release,  discharge of, or exposure to, such Hazardous  Substance  including but
not  limited to all such  documents  as may be involved  in any  Reportable  Use
involving the Premises. Lessee shall not cause or permit any Hazardous Substance
to be  spilled  or  released  in, on,  under or about the  Premises  (including,
without limitation, through the plumbing or sanitary sewer system).

           (c) Indemnification. Lessee shall indemnify, protect, defend and hold
Lessor,  its agents,  employees,  lenders  and ground  lessor,  if any,  and the
Premises, harmless from and against any and all damages, liabilities, judgments,
costs, claims, liens,  expenses,  penalties,  loss of permits and attorneys' and
consultants'  fees arising out of or involving any Hazardous  Substance  brought
onto the Premises by or for Lessee or by anyone under Lessee's control. Lessee's
obligations  under this Paragraph  6.2(c) shall include,  but not be limited to,
the  effects  of  any  contamination  or  injury  to  person,  property  or  the
environment  created  or  suffered  by  Lessee,  and the  cost of  investigation
(including consultants' and attorneys' fees and testing), removal,  remediation,
restoration and/or abatement thereof, or of any contamination  therein involved,
and shall  survive the  expiration  or earlier  termination  of this  Lease.  No
termination, cancellation or release agreement entered into by Lessor and Lessee
shall  release  Lessee  from its  obligations  under this Lease with  respect to
Hazardous Substances,  unless specifically so agreed by Lessor in writing at the
time of such agreement.

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

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<PAGE>


     6.4 Inspection;  Compliance with Law. Lessor,  Lessor's agents,  employees,
contractors  and designated  representatives,  and the holders of any mortgages,
deeds of trust or ground leases on the Premises ("Lenders") shall have the right
to enter the Premises at any time in the case of an emergency,  and otherwise at
reasonable  times,  for the purpose of inspecting  the condition of the Premises
and for  verifying  compliance  by  Lessee  with this  Lease and all  Applicable
Requirements  (as defined in  Paragraph  6.3),  and Lessor  shall be entitled to
employ experts and/or consultants in connection  therewith to advise Lessor with
respect  to  Lessee's   activities,   including  but  not  limited  to  Lessee's
installation,  operation,  use,  monitoring,  maintenance,  or  removal  of  any
Hazardous Substance on or from the Premises.  The costs and expenses of any such
inspections  shall be paid by the party  requesting  same,  unless a Default  or
Breach of this Lease by Lessee or a violation of  Applicable  Requirements  or a
contamination,  caused or materially contributed to by Lessee, is found to exist
or to be  imminent,  or unless  the  inspection  is  requested  or  ordered by a
governmental  authority as the result of any such existing or imminent violation
or  contamination.  In such case,  Lessee shall upon request reimburse Lessor or
Lessor's  Lender,  as the  case  may be,  for the  costs  and  expenses  of such
inspections.

7. Maintenance, Repairs, Utility Installations, Trade Fixtures and Alterations.

     7.1 Lessee's Obligations.

           (a)  Subject to the  provisions  of  Paragraphs  2.2 (Condition), 2.3
(Compliance  with  Covenants,  Restrictions  and Building  Code),  7.2 (Lessor's
Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at
Lessee's  sole cost and expense and at all times,  keep the  Premises  and every
part thereof in good order, condition and repair (whether or not such portion of
the  Premises  requiring  repair,  or the  means  of  repairing  the  same,  are
reasonably or readily accessible to Lessee, and whether or not the need for such
repairs  occurs as a result of Lessee's  use, any prior use, the elements or the
age of such portion of the Premises), including, without limiting the generality
of the foregoing, all equipment or facilities specifically serving the Premises,
such as plumbing, heating, air conditioning,  ventilating,  electrical, lighting
facilities, boilers, fired or unfired pressure vessels, fire hose connections if
within the Premises,  fixtures,  interior walls,  interior  surfaces of exterior
walls,  ceilings,  floors,  windows,  doors,  plate glass,  and  skylights,  but
excluding any items which are the responsibility of Lessor pursuant to Paragraph
7.2 below. Lessee, in keeping the Premises in good order,  condition and repair,
shall  exercise and perform good  maintenance  practices.  Lessee's  obligations
shall include restorations,  replacements or renewals when necessary to keep the
Premises and all improvements thereon or a part thereof in good order, condition
and state of repair.

           (b) Lessee  shall,  at Lessee's  sole cost and  expense,  procure and
maintain a contract,  with copies to Lessor, in customary form and substance for
and  with  a  contractor   specializing   and  experienced  in  the  inspection,
maintenance and service of the heating,  air conditioning and ventilation system
for the Premises.  However, Lessor reserves the right, upon notice to Lessee, to
procure  and  maintain  the  contract  for the  heating,  air  conditioning  and
ventilating  systems,  and if Lessor so elects,  Lessee shall reimburse  Lessor,
upon demand, for the cost thereof.

            (c) If Lessee  fails to  perform  Lessee's  obligations  under  this
Paragraph  7.1, Lessor may  enter upon the  Premises  after ten (10) days' prior
written notice to Lessee  (except in the case of an emergency,  in which case no
notice shall be required),  perform such obligations on Lessee's behalf, and put
the Premises in good order,  condition and repair,  in accordance with Paragraph
13.2 below.


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<PAGE>

     7.2 Lessor's  Obligations.  Subject to the  provisions  of  Paragraphs  2.2
(Condition),  2.3 (Compliance  with Covenants,  Restrictions and Building Code),
4.2 (Common Area Operating  Expenses),  6 (Use), 7.1 (Lessee's  Obligations),  9
(Damage or Destruction) and 14 (Condemnation),  Lessor, subject to reimbursement
pursuant to Paragraph  4.2,  shall keep in good order,  condition and repair the
foundations,  exterior walls,  structural  condition of interior  bearing walls,
exterior  roof,  fire  sprinkler  and/or  standpipe  and hose (if located in the
Common Areas) or other automatic fire extinguishing  system including fire alarm
and/or smoke  detection  systems and  equipment,  fire  hydrants,  parking lots,
walkways, parkways,  driveways,  landscaping,  fences, signs and utility systems
serving  the  Common  Areas  and all parts  thereof,  as well as  providing  the
services  for  which  there is a  Common  Area  Operating  Expense  pursuant  to
Paragraph  4.2.  Lessor shall not be obligated to paint the exterior or interior
surfaces of exterior walls nor shall Lessor be obligated to maintain,  repair or
replace windows,  doors or plate glass of the Premises.  Lessee expressly waives
the benefit of any  statute now or  hereafter  in effect  which would  otherwise
afford Lessee the right to make repairs at Lessor's expense or to terminate this
Lease  because of Lessor's  failure to keep the Building,  Industrial  Center or
Common Areas in good order, condition and repair.

     7.3 Utility Installations, Trade Fixtures, Alterations.

           (a) Definitions;  Consent Required. The term "Utility  Installations"
is used in this  Lease to  refer  to all air  lines,  power  panels,  electrical
distribution,   security,  fire  protection  systems,   communications  systems,
lighting  fixtures,   heating,   ventilating  and  air  conditioning  equipment,
plumbing,  and fencing in, on or about the Premises.  The term "Trade  Fixtures"
shall mean Lessee's  machinery and equipment  which can he removed without doing
material  damage  to  the  Premises.  The  term  "Alterations"  shall  mean  any
modification  of the  improvements  on the Premises which are provided by Lessor
under  the  terms of this  Lease,  other  than  Utility  Installations  or Trade
Fixtures. "Lessee-Owned Alterations and/or Utility Installations" are defined as
Alterations  and/or Utility  Installations made by Lessee that are not yet owned
by Lessor  pursuant to Paragraph  7.4(a).  Lessee shall not make nor cause to be
made any  Alterations  or  Utility  Installations  in,  on,  under or about  the
Premises  without  Lessor's prior written  consent.  Lessee may,  however,  make
non-structural  Utility Installations to the interior of the Premises (excluding
the roof) without  Lessor's  consent but upon notice to Lessor,  so long as they
are not visible  from the outside of the  Premises,  do not involve  puncturing,
relocating  or  removing  the  roof  or  any  existing  walls,  or  changing  or
interfering with the fire sprinkler or fire detection systems and the cumulative
cost  thereof  during  the  term of this  Lease  as  extended  does  not  exceed
$2,500.00.

           (b) Consent.  Any  Alterations or Utility  Installations  that Lessee
shall  desire to make and which  require  the  consent  of the  Lessor  shall be
presented to Lessor in written form with detailed  plans.  All consents given by
Lessor,  whether by virtue of Paragraph 7.3(a) or b subsequent specific consent,
shall be deemed  conditioned upon: (i) Lessee's acquiring all applicable permits
required by  governmental  authorities;  (ii) the  furnishing  of copies of such
permits together with a copy of the plans and  specifications for the Alteration
or Utility Installation to Lessor prior to commencement of the work thereon; and
(iii) the  compliance by Lessee with all  conditions of said permits in a prompt
and  expeditious  manner.  Any  Alterations or Utility  Installations  by Lessee
during the term of this Lease  shall be done in a good and  workmanlike  manner,
with good and  sufficient  materials,  and be in compliance  with all Applicable
Requirements.  Lessee shall promptly upon completion thereof furnish Lessor with
as-built plans and specifications therefor.  Lessor may, (but without obligation
to do  so)  condition  its  consent  to  any  requested  Alteration  or  Utility
Installation that costs $2,500.00 or more upon Lessee's  providing Lessor with a
lien and  completion  bond in an  amount  equal to one and  one-half  times  the
estimated cost of such Alteration or Utility Installation.



                                       10                          INITIALS:  AG
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<PAGE>


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

     7.4 Ownership, Removal, Surrender, and Restoration.

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

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

           (c) Surrender/Restoration. Lessee shall surrender the Premises by the
end of the last day of the Lease term or any earlier termination date, clean and
free of debris  and in good  operating  order,  condition  and state of  repair,
ordinary  wear and tear  excepted.  Ordinary wear and tear shall not include any
damage or  deterioration  that would  have been  prevented  by good  maintenance
practice or by Lessee performing all of its obligations under this Lease. Except
as otherwise agreed or specified  herein,  the Premises,  as surrendered,  shall
include the  Alterations  and Utility  Installations.  The  obligation of Lessee
shall  include  the  repair  of  any  damage  occasioned  by  the  installation,
maintenance or removal of Lessee's Trade Fixtures,  furnishings,  equipment, and
Lessee-Owned  Alterations and Utility  Installations,  as well as the removal of
any storage tank installed by or for Lessee,  and the removal,  replacement,  or
remediation of any soil, material or ground water contaminated by Lessee, all as
may then  be required by Applicable Requirements and/or good practice.  Lessee's
Trade  Fixtures  shall  remain  the  property  of Lessee and shall be removed by
Lessee  subject to its  obligation  to repair and restore the  Premises per this
Lease.



                                       11                          INITIALS:  AG
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<PAGE>


8. Insurance; Indemnity.

     8.1  Payment  of  Premiums.  The  cost of the  premiums  for the  insurance
policies  maintained  by Lessor  under this  Paragraph  8 shall be a Common Area
Operating Expense pursuant to Paragraph 4.2 hereof.  Premiums for policy periods
commencing  prior to,  or  extending  beyond,  the term of this  Lease  shall be
prorated to coincide  with the  corresponding  Commencement  Date or  Expiration
Date.

     8.2 Liability Insurance.

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

           (b) Carried by Lessor. Lessor shall also maintain liability insurance
described in Paragraph  8.2(a) above, [added and  initialed/s/CWC;/s/AG  and all
other policies Lessor deems  appropriate] in addition to and not in lieu of, the
insurance  required to be maintained by Lessee.  Lessee shall not be named as an
additional insured therein.

     8.3 Property Insurance-Building, Improvements and Rental Value.

           (a) Building and improvements.  Lessor shall obtain and keep in force
during the term of this Lease a policy or policies  in the name of Lessor,  with
loss payable to Lessor and to any Lender(s),  insuring against loss or damage to
the Premises.  Such insurance  shall be for full  replacement  cost, as the same
shall exist from time to time, or the amount  required by any Lender(s),  but in
no event more than the  commercially  reasonable and available  insurable  value
thereof it, by reason of the unique nature or age of the  improvements involved,
such latter amount is less than full replacement cost. Lessee-Owned  Alterations
and Utility  Installations,  Trade Fixtures and Lessee's personal property shall
be insured by Lessee pursuant to Paragraph 8.4. If the coverage is available and
commercially  appropriate,  Lessor's policy or policies shall insure against all
risks of direct  physical  loss or damage  (except  the  perils of flood  and/or
earthquake unless required by a Lender),  including  coverage for any additional
costs  resulting from debris removal and reasonable  amounts of coverage for the
enforcement of any ordinance or law regulating the reconstruction or replacement
of any undamaged  sections of the Building  required to be demolished or removed
by reason of the enforcement of any building, zoning, safety or land use laws as
the result of a covered loss,  but not  including  plate glass  insurance.  Said
policy or policies shall also contain an agreed  valuation  provision in lieu of
any co-insurance clause,  waiver of subrogation,  and inflation guard protection
causing an increase in the annual property insurance coverage amount by a factor
of not less than the adjusted U.S.  Department of Labor Consumer Price Index for
All Urban Consumers for the city nearest to where the Premises are located.

                                       12                          INITIALS:  AG
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<PAGE>


           (b) Rental  Value.  Lessor shall also obtain and keep in force during
the term of this Lease a policy or  policies  in the name of  Lessor,  with loss
payable to Lessor and any  Lender(s),  insuring  the loss of the full rental and
other  charges  payable by all  lessees of the  Building  to Lessor for one year
(including all Real Property Taxes,  insurance  costs, all Common Area Operating
Expenses and any scheduled rental increases). Said insurance may provide that in
the event the Lease is terminated  by reason of an insured  loss,  the period of
indemnity for such coverage shall be extended  beyond the date of the completion
of repairs or replacement  of the Premises,  to provide for one full year's loss
of rental  revenues from the date of any such loss. Said insurance shall contain
an agreed valuation provision in lieu of any co-insurance clause, and the amount
of coverage shall be adjusted  annually to reflect the projected  rental income,
Real  Property  Taxes,  Insurance  premium  costs  and other  expenses,  if any,
otherwise payable, for the next 12-month period.  Common Area Operating Expenses
shall include any deductible amount in the event of such loss.

           (c)  Adjacent  Premises.  Lessee  shall pay for any  increase  in the
premiums for the property  insurance of the Building and for the Common Areas or
other buildings in the Industrial  Center if said increase is caused by Lessee's
acts, omissions, use or occupancy of the Premises.

           (d) Lessee's Improvements. Since Lessor is the Insuring Party, Lessor
shall  not  be  required  to  insure   Lessee-Owned   Alterations   and  Utility
Installations  unless the item in  question  has become the  property  of Lessor
under the terms of this Lease.

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

     8.5 Insurance Policies.  Insurance required hereunder shall be in companies
duly licensed to transact  business in the state where the Premises are located,
and maintaining  during the policy term a "General  Policyholders  Rating" of at
least B+, V, or such other  rating as may be required by a Lender,  as set forth
in the most current issue of "Best's  Insurance  Guide."  Lessee shall not do or
permit  to be done  anything  which  shall  invalidate  the  insurance  policies
referred to in this  Paragraph  8. Lessee shall cause to be delivered to Lessor,
within  seven (7) days  after the  earlier of the Early  Possession  Date or the
Commencement Date, certified copies of, or certificates evidencing the existence
and amounts of, the insurance  required under Paragraph  8.2(a) and 8.4. No such
policy shall be cancelable or subject to  modification  except after thirty (30)
days' prior  written  notice to Lessor.  Lessee  shall at least thirty (30) days
prior to the  expiration  of such  policies,  furnish  Lessor  with  evidence of
renewals or "insurance  binders" evidencing renewal thereof, or Lessor may order
such  insurance  and charge the cost  thereof to Lessee,  which  amount shall be
payable by Lessee to Lessor upon demand.

     8.6 Waiver of Subrogation.  Without affecting any other rights or remedies,
Lessee and Lessor  each hereby  release  and relieve the other,  and waive their
entire  right to recover  damages  (whether in contract or in tort)  against the
other,  for loss or damage to their  property  arising out of or incident to the
perils  required to be insured  against  under  Paragraph  8. The effect of such
releases and waivers of the right to recover damages shall not be limited by the


                                       13                          INITIALS:  AG
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<PAGE>


amount of  insurance  carried  or  required,  or by any  deductibles  applicable
thereto.  Lessor and Lessee agree to have their respective  insurance  companies
issuing  property  damage  insurance  waive any right to  subrogation  that such
companies may have against Lessor or Lessee,  as the case may be, so long as the
insurance is not invalidated thereby.
 
     8.7  Indemnity.  Except for Lessor's  negligence  and/or  breach of express
warranties,  Lessee  shall  indemnify,  protect,  defend and hold  harmless  the
Premises,  Lessor and its agents, Lessor's master or ground lessor, partners and
Lenders,  from and  against any and all claims,  loss of rents  and/or  damages,
costs, liens, judgments, penalties, loss of permits, attorneys' and consultants'
fees,  expenses and/or liabilities  arising out of, involving,  or in connection
with, the occupancy of the Premises by Lessee, the conduct of Lessee's business,
any act, omission or neglect of Lessee,  its agents,  contractors,  employees or
invitees,  and out of any  Default or Breach by Lessee in the  performance  in a
timely  manner of any  obligation  on Lessee's  part to be performed  under this
Lease.  The  foregoing  shall  include,  but not be limited  to, the  defense or
pursuit of any claim or any action or proceeding  involved therein,  and whether
or not (in the case of claims made against Lessor)  litigated  and/or reduced to
judgment.  In case any action or proceeding be brought  against Lessor by reason
of any of the foregoing matters, Lessee upon notice from Lessor shall defend the
same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor
shall cooperate with Lessee in such defense. Lessor need not have first paid any
such claim in order to be so indemnified.

     8.8  Exemption  of Lessor from  Liability.  Lessor  shall not be liable for
injury or damage to the person or goods, wares, merchandise or other property of
Lessee,  Lessee's  employees,  contractors,  invitees,  customers,  or any other
person in or about the  Premises,  whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage,  obstruction  or  other  defects  of  pipes,  fire  sprinklers,  wires,
appliances,  plumbing,  air conditioning or lighting fixtures, or from any other
cause,  whether said injury or damage results from  conditions  arising upon the
Premises or upon other  portions of the  Building  of which the  Premises  are a
part, from other sources or places,  and regardless of whether the cause of such
damage or injury or the means of repairing the same is accessible or not. Lessor
shall not be liable for any damages arising from any act or neglect of any other
lessee of Lessor nor from the failure by Lessor to enforce the provisions of any
other lease in the Industrial  Center.  Notwithstanding  Lessor's  negligence or
breach of this Lease,  Lessor shall under no  circumstances be liable for injury
to Lessee's business or for any loss of income or profit therefrom.

9. Damage or Destruction.

     9.1 Definitions.

           (a) "Premises Partial Damage" shall mean damage or destruction to the
Premises,  other than Lessee-Owned  Alterations and Utility  Installations,  the
repair cost of which damage or  destruction  is less than fifty percent (50%) of
the then  Replacement  Cost (as  defined in  Paragraph  9.1(d)) of the  Premises
(excluding   Lessee-Owned   Alterations  and  Utility  Installations  and  Trade
Fixtures) immediately prior to such damage or destruction.

           (b) "Premises Total  Destruction" shall mean damage or destruction to
the Premises, other than Lessee-Owned Alterations and Utility Installations, the
repair cost of which damage or destruction is fifty percent (50%) or more of the
then Replacement Cost of the Premises  (excluding  Lessee-Owned  Alterations and
Utility  Installations  and Trade Fixtures)  immediately prior to such damage or
destruction.  In addition,  damage or  destruction  to the Building,  other than
Lessee-Owned  Alterations  and Utility  Installations  and Trade Fixtures of any
lessees  of the  Building,  the cost of which  damage  or  destruction  is fifty
percent  (50%)  or more of the then  Replacement  Cost  (excluding  Lessee-Owned
Alterations and Utility  Installations  and Trade Fixtures of any lessees of the
Building)  of the  Building  shall,  at the  option of  Lessor,  be deemed to be
Premises Total Destruction.

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<PAGE>


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

           (d)  "Replacement  Cost" shall mean the cost to repair or rebuild the
improvements  owned by Lessor at the time of the  occurrence to their  condition
existing  immediately prior thereto,  including  demolition,  debris removal and
upgrading required by the operation of applicable building codes,  ordinances or
laws, and without deduction for depreciation.

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

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

     9.3 Partial Damage - Uninsured Loss. If Premises Partial Damage that is not
an Insured  Loss occurs,  unless  caused by a negligent or willful act of Lessee
(in which event Lessee shall make the repairs at Lessee's expense and this Lease
shall continue in full force and effect),  Lessor may at Lessor's option, either
(i) repair such damage as soon as reasonably  possible at Lessor's  expense,  in
which  event this Lease shall  continue  in full force and effect,  or (ii) give
written  notice to Lessee  within  thirty  (30) days after  receipt by Lessor of
knowledge of the occurrence of such damage of Lessor's  desire to terminate this
Lease as of the date sixty (60) days  following the date of such notice.  In the
event Lessor elects to give such notice of Lessor's  intention to terminate this
Lease,  Lessee  shall have the right  within ten (10) days after the  receipt of
such notice to give written  notice to Lessor of Lessee's  commitment to pay for
the repair of such damage totally at Lessee's expense and without  reimbursement
from Lessor. Lessee shall provide Lessor with the required funds or satisfactory
assurance thereof within thirty (30) days following such commitment from Lessee.


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<PAGE>


In such event this Lease shall  continue  in full force and  effect,  and Lessor
shall  proceed to make such  repairs as soon as  reasonably  possible  after the
required  funds are  available.  If Lessee does not give such notice and provide
the funds or assurance  thereof  within the times  specified  above,  this Lease
shall terminate as of the date specified in Lessor's notice of termination.

     9.4 Total  Destruction.  Notwithstanding  any other  provision  hereof,  if
Premises Total  Destruction  occurs  (including any destruction  required by any
authorized  public  authority),  this  Lease  shall  terminate  sixty  (60) days
following the date of such Premises Total Destruction, whether or not the damage
or destruction is an Insured Loss or was caused by a negligent or willful act of
Lessee.  In the event,  however,  that the damage or  destruction  was caused by
Lessee,  Lessor  shall have the right to recover  Lessor's  damages  from Lessee
except as released and waived in Paragraph 9.7.

     9.5 Damage Near End of Term.  If at any time during the last six (6) months
of the term of this Lease  there is damage for which the cost to repair  exceeds
one month's Base Rent,  whether or not an Insured Loss,  Lessor may, at Lessor's
option,  terminate  this Lease  effective  sixty (60) days following the date of
occurrence  of such  damage by  giving  written  notice  to  Lessee of  Lessor's
election to do so within  thirty (30) days after the data of  occurrence of such
damage.  Provided,  however, if Lessee at that time has an exercisable option to
extend this Lease or to purchase the  Premises,  then Lessee may  preserve  this
Lease by (a) exercising such option,  and (b) providing Lessor with any shortage
in insurance proceeds (or adequate assurance thereof) needed to make the repairs
on or before the  earlier of (i) the date which is ten (10) days after  Lessee's
receipt of Lessor's  written notice  purporting to terminate this Lease, or (ii)
the day  prior to the date upon  which  such  option  expires.  If  Lessee  duly
exercises  such option  during such  period and  provides  Lessor with funds (or
adequate assurance thereof) to cover any shortage in insurance proceeds,  Lessor
shall, at Lessor's expense repair such damage as soon as reasonably possible and
this Lease shall continue in full force and effect.  If Lessee fails to exercise
such option and provide  such funds or assurance  during such period,  then this
Lease  shall  terminate  as of the date set forth in the first  sentence of this
Paragraph 9.5.

     9.6 Abatement of Rent; Lessee's Remedies.

           (a) In the event of (i)  Premises  Partial  Damage or (ii)  Hazardous
Substance Condition for which Lessee is not legally responsible,  the Base Rent,
Common Area  Operating  Expenses and other  charges,  if any,  payable by Lessee
hereunder  for the period  during  which such damage or  condition,  its repair,
remediation  or  restoration  continues,  shall be abated in  proportion  to the
degree to which  Lessee's use of the Premises is impaired,  but not in excess of
proceeds from insurance  required to be carried under Paragraph  8.3(b).  Except
for abatement of Base Rent, Common Area Operating Expenses and other charges, if
any, as aforesaid,  all other obligations of Lessee hereunder shall be performed
by Lessee, and Lessee shall have no claim against Lessor for any damage suffered
by reason of any such damage, destruction, repair, remediation or restoration.

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

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<PAGE>

     9.7 Hazardous  Substance  Conditions.  If a Hazardous  Substance  Condition
occurs,  unless  Lessee is legally  responsible  therefor  (in which case Lessee
shall make the  investigation  and  remediation  thereof  required by Applicable
Requirements and this Lease shall continue in full force and effect, but subject
to Lessor's  rights under  Paragraph  6.2(c) and  Paragraph  13),  Lessor may at
Lessor's option either (i)  investigate  and remediate such Hazardous  Substance
Condition,  if required,  as soon as reasonably possible at Lessor's expense, in
which event this Lease shall  continue in full force and effect,  or (ii) if the
estimated cost to investigate  and remediate such condition  exceeds twelve (12)
times the then monthly Base Rent or $100,000 whichever is greater,  give written
notice to Lessee within thirty (30) days after receipt by Lessor of knowledge of
the  occurrence  of such  Hazardous  Substance  Condition of Lessor's  desire to
terminate  this Lease as of the date sixty (60) days  following the date of such
notice. In the event Lessor elects to give such notice of Lessor's  intention to
terminate this Lease, Lessee shall have the right within ten (10) days after the
receipt of such notice to give written  notice to Lessor of Lessee's  commitment
to pay for  the  excess  costs  of (a)  investigation  and  remediation  of such
Hazardous Substance Condition to the extent required by Applicable Requirements,
over (b) an amount  equal to twelve  (12)  times the then  monthly  Base Rent or
$100,000,  whichever  is greater.  Lessee  shall  provide  Lessor with the funds
required of Lessee or  satisfactory  assurance  thereof  within thirty (30) days
following said commitment by Lessee.  In such event this Lease shall continue in
full force and effect,  and Lessor shall proceed to make such  investigation and
remediation  as soon  as  reasonably  possible  after  the  required  funds  are
available. If Lessee does not give such notice and provide the required funds or
assurance  thereof  within the time  period  specified  above,  this Lease shall
terminate as of the date specified in Lessor's notice of termination.

     9.8 Termination - Advance Payments. Upon termination of this Lease pursuant
to this  Paragraph 9, Lessor shall return to Lessee any advance  payment made by
Lessee to Lessor and so much of Lessee's Security Deposit as has not been, or is
not then required to be, used by Lessor under the terms of this Lease.

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

10. Real Property Taxes.

     10.1 Payment of Taxes. Lessor shall pay the Real Property Taxes, as defined
in Paragraph 10.2,  applicable to the Industrial Center, and except as otherwise
provided  in  Paragraph  10.3,  any  such  amounts  shall  be  included  in  the
calculation of Common Area Operating  Expenses in accordance with the provisions
of Paragraph 4.2.

     10.2 Real Property Tax Definition.  As used herein, the term "Real Property
Taxes"  shall  include  any  form of real  estate  tax or  assessment,  general,
special, ordinary or extraordinary,  and any license fee, commercial rental tax,
improvement bond or bonds, levy or tax (other than inheritance,  personal income
or estate taxes) imposed upon the Industrial  Center by any authority having the
direct  or  indirect  power  to  tax,  including  any  city,  state  or  federal
government,  or any school,  agricultural,  sanitary, fire, street, drainage, or
other  improvement  district  thereof,  levied  against  any legal or  equitable
interest of Lessor in the  Industrial  Center or any portion  thereof,  Lessor's
right to rent or other income therefrom, and/or Lessor's business of leasing the
Premises.  The term "Real Property Taxes" shall also include any tax, fee, levy,
assessment  or  charge,  or any  increase  therein,  imposed by reason of events
occurring,  or changes in Applicable Law taking effect,  during the term of this
Lease,  including but not limited to a change in the ownership of the Industrial
Center or in the  improvements  thereon,  the  execution  of this Lease,  or any


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<PAGE>


modification,  amendment or transfer thereof, and whether or not contemplated by
the Parties.  In calculating Real Property Taxes for any calendar year, the Real
Property Taxes for any real estate tax year shall be included in the calculation
of Real  Property  Taxes for such  calendar  year  based upon the number of days
which such calendar year and tax year have in common.

     10.3  Additional  Improvements.  Common Area  Operating  Expenses shall not
include Real Property  Taxes  specified in the tax  assessor's  records and work
sheets as being caused by  additional  improvements  placed upon the  Industrial
Center by other lessees or by Lessor for the  exclusive  enjoyment of such other
lessees.  Notwithstanding  Paragraph 10.1 hereof,  Lessee shall, however, pay to
Lessor at the time Common Area  Operating  Expenses are payable under  Paragraph
4.2, the entirety of any increase in Real Property  Taxes if assessed  solely by
reason of Alterations,  Trade Fixtures or Utility  Installations placed upon the
Premises by Lessee or at Lessee's request.

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

     10.5 Lessee's  Property  Taxes.  Lessee shall pay prior to delinquency  all
taxes  assessed  against and levied upon  Lessee-Owned  Alterations  and Utility
Installations,  Trade Fixtures, furnishings, equipment and all personal property
of Lessee contained in the Premises or stored within the Industrial Center. When
possible,   Lessee  shall  cause  its   Lessee-Owned   Alterations  and  Utility
Installations,  Trade  Fixtures,  furnishings,  equipment and all other personal
property to be assessed and billed  separately from the real property of Lessor.
If any of Lessee's said property  shall be assessed with Lessor's real property,
Lessee shall pay Lessor the taxes  attributable to Lessee's  property within ten
(10)  days  after  receipt  of a  written  statement  setting  forth  the  taxes
applicable to Lessee's property.

11. Utilities. Lessee shall pay directly for all utilities and services supplied
to the Premises, including but not limited to electricity,  telephone, security,
gas and cleaning of the Premises,  together with any taxes thereon.  If any such
utilities or services are not  separately  metered to the Premises or separately
billed to the Premises, Lessee shall pay to Lessor a reasonable proportion to be
determined  by Lessor of all such charges  jointly  metered or billed with other
premises in the Building, in the manner and within the time periods set forth in
Paragraph 4.2(d).

12. Assignment and Subletting.

     12.1 Lessor's Consent Required.

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

           (b) A change in the control of Lessee shall  constitute an assignment
requiring Lessor's consent. The transfer,  on a cumulative basis, of twenty-five
percent (25%) or more of the voting control of Lessee shall  constitute a change
in control for this purpose.



                                       18                          INITIALS:  AG
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<PAGE>


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

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

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

     12.2 Terms and Conditions Applicable to Assignment and Subletting.

           (a)  Regardless  of Lessor's  consent,  any  assignment or subletting
shall not (i) be  effective  without  the  express  written  assumption  by such
assignee or  sublessee  of the  obligations  of Lessee  under this  Lease,  (ii)
release  Lessee  of  any  obligations  hereunder,  nor (iii)  alter the  primary
liability  of Lessee  for the  payment  of Base Rent and other  sums due  Lessor
hereunder or for the  performance  of any other  obligations  to be performed by
Lessee under this Lease.

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



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<PAGE>


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

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

           (e) Each request for consent to an assignment or subletting  shall be
in writing,  accompanied by information relevant to Lessor's determination as to
the financial and operational responsibility and appropriateness of the proposed
assignee or  sublessee,  including  but not limited to the  intended  use and/or
required  modification of the Premises,  if any,  together with a non-refundable
deposit of $1,000 or ten percent  (10%) of the monthly Base Rent  applicable  to
the portion of the Premises  which is the subject of the proposed  assignment or
sublease,  whichever  is  greater,  as  reasonable  consideration  for  Lessor's
considering  and  processing  the request for consent.  Lessee agrees to provide
Lessor with such other or additional  information and/or documentation as may be
reasonably requested by Lessor.

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

           (g) The  occurrence of a transaction  described in Paragraph  12.2(c)
shall  give  Lessor  the right  (but not the  obligation)  to  require  that the
Security  Deposit  be  increased  by an  amount  equal to six (6) times the then
monthly  Base Rent,  and  Lessor  may make the  actual  receipt by Lessor of the
Security Deposit increase a condition to Lessor's consent to such transaction.

           (h) Lessor, as a condition to giving its consent to any assignment or
subletting,  may  require  that the amount and  adjustment  schedule of the rent
payable  under this Lease be  adjusted to what is then the market  value  and/or
adjustment schedule for property similar to the Premises as then constituted, as
determined by Lessor.

     12.3  Additional  Terms  and  Conditions  Applicable  to  Subletting.   The
following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises  and shall be deemed  included in all  subleases  under
this Lease whether or not expressly incorporated therein:

           (a) Lessee  hereby  assigns and  transfers  to Lessor all of Lessee's
interest in all rentals and income arising from any sublease of all or a portion
of the Premises  heretofore or hereafter made by Lessee,  and Lessor may collect
such rent and income  and apply  same  toward  Lessee's  obligations  under this
Lease;  provided,  however,  that until a Breach (as defined in Paragraph  13.1)
shall occur in the performance of Lessee's  obligations under this Lease, Lessee
may, except as otherwise provided in this Lease, receive,  collect and enjoy the
rents accruing under such sublease. Lessor shall not, by reason at the foregoing
provision or any other  assignment of such sublease to Lessor,  nor by reason of


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<PAGE>


the collection of the rents from a sublessee,  be deemed liable to the sublessee
for any failure of Lessee to perform and comply with any of Lessee's obligations
to such sublessee under such Sublease.  Lessee hereby irrevocably authorizes and
directs any such sublessee, upon receipt of a written notice from Lessor stating
that a Breach  exists in the  performance  of  Lessee's  obligations  under this
Lease,  to pay to Lessor the rents and other charges due and to become due under
the  sublease.  Sublessee  shall rely upon any such  statement  and request from
Lessor  and  shall  pay such  rents and other  charges  to  Lessor  without  any
obligation   or  right  to  inquire  as  to  whether  such  Breach   exists  and
notwithstanding  any notice  from or claim from Lessee to the  contrary.  Lessee
shall have no right or claim  against such  sublessee,  or, until the Breach has
been cured, against Lessor, for any such rents and other charges so paid by said
sublessee to Lessor.

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

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

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

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

13.  Default; Breach; Remedies.
     
     13.1  Default;  Breach.  Lessor and Lessee  agree  that if an  attorney  is
consulted  by  Lessor  in  connection  with  a  Lessee  Default  or  Breach  (as
hereinafter  defined),  $350.00 is a reasonable  minimum sum per such occurrence
for legal  services  and costs in the  preparation  and  service  of a notice of
Default, and that Lessor may include the cost of such services and costs in said
notice as rent due and payable to cure said  default.  A "Default"  by Lessee is
defined as a failure by Lessee to  observe,  comply  with or perform  any of the
terms,  covenants,  conditions or rules applicable to Lessee under this Lease. A
"Breach"  by  Lessee  is  defined  as the  occurrence  of any one or more of the
following Defaults, and, where a grace period for cure after notice is specified
herein,  the failure by Lessee to cure such Default  prior to the  expiration of
the applicable grace period, and shall entitle Lessor to pursue the remedies set
forth in Paragraphs 13.2 and/or 13.3:

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

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

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

          (d) A Default  by Lessee as to the  terms,  covenants,  conditions  or
provisions of this Lease, or of the rules adopted under Paragraph 40 hereof that
are to be  observed,  complied  with or  performed  by Lessee,  other than those
described  in  Subparagraphs  13.1(a),  (b) or (c),  above,  where such  Default
continuous  for a period of thirty (30) days after written  notice thereof by or
on behalf of Lessor to Lessee; provided, however, that it the nature of Lessee's
Default is such that more than thirty (30) days are reasonably  required for its
cure,  then it shall not be  deemed  to be a Breach  of this  Lease by Lessee if
Lessee  commences  such cure within  said thirty (30) day period and  thereafter
diligently prosecutes such cure to completion.

           (e) The occurrence of any of the following events:  (i) the making by
Lessee of any general  arrangement  or assignment  for the benefit of creditors;
(ii) Lessee's  becoming a "debtor" as defined in 11 U.S. Code Section 101 or any
successor  statute  thereto  (unless,  in the case of a petition  filed  against
Lessee,  the same is dismissed within sixty (60) days); (iii) the appointment of
a trustee or receiver to take possession of substantially all of Lessee's assets
located at the Premises or of Lessee's interest in this Lease,  where possession
is not  restored  to Lessee  within  thirty (30) days;  or (iv) the  attachment,
execution or other  judicial  seizure of  substantially  all of Lessee's  assets
located at the  Premises  or of  Lessee's  interest  in this  Lease,  where such
seizure is not discharged  within thirty (30) days;  provided,  however,  in the
event  that any  provision  of this  Subparagraph  13.1(e)  is  contrary  to any
applicable  law, such  provision  shall be of no force or effect,  and shall not
affect the validity of the remaining provisions.

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

           (g) If the  performance of Lessee's  obligations  under this Lease is
guaranteed:  (i) the death of a Guarantor, (ii) the termination of a Guarantor's
liability with respect to this Lease other than in accordance  with the terms of
such  guaranty,  (iii) a  Guarantor's  becoming  insolvent  or the  subject of a
bankruptcy filing,  (iv) a Guarantor's  refusal to honor the guaranty,  or (v) a
Guarantor's breach of its guaranty  obligation on an anticipatory  breach basis,
and Lessee's  failure,  within sixty (60) days following written notice by or on
behalf of Lessor to Lessee of any such event,  to provide  Lessor  with  written
alternative  assurances of security,  which, when coupled with the then existing
resources  of Lessee,  equals or exceeds the  combined  financial  resources  of
Lessee and the Guarantors that existed at the time of execution of this Lease.

     13.2  Remedies.  If  Lessee  fails  to  perform  any  affirmative  duty  or
obligation of Lessee under this Lease, within ten (10) days after written notice
to Lessee (or in case of an emergency, without notice), Lessor may at its option
(but without  obligation to do so),  perform such duty or obligation on Lessee's
behalf, including but not limited to the obtaining of reasonably required bonds,
insurance policies, or governmental  licenses,  permits or approvals.  The costs


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<PAGE>


and  expenses  of any such  performance  by Lessor  shall be due and  payable by
Lessee to Lessor upon invoice  therefor.  If any check given to Lessor by Lessee
shall not be  honored  by the bank upon  which it is drawn,  Lessor,  at its own
option, may require all future payments to be made under this Lease by Lessee to
be made only by  cashier's  check.  In the  event of a Breach  of this  Lease by
Lessee (as defined in Paragraph 13.1), with or without further notice or demand,
and without  limiting Lessor in the exercise of any right or remedy which Lessor
may have by reason of such Breach, Lessor may:

           (a)  Terminate  Lessee's  right to  possession of the Premises by any
lawful means,  in which case this Lease and the term hereof shall  terminate and
Lessee shall immediately surrender possession of the Premises to Lessor. In such
event Lessor shall be entitled to recover from Lessee: (1) the worth at the time
of the  award  of the  unpaid  rent  which  had  been  earned  at  the  time  of
termination;  (ii) the  worth at the time of award of the  amount  by which  the
unpaid  rent which would have been earned  after  termination  until the time of
award  exceeds the amount of such rental loss that the Lessee  proves could have
been reasonably  avoided;  (iii) the worth at the time of award of the amount by
which  the  unpaid  rent for the  balance  of the term  after  the time of award
exceeds  the  amount  of such  rental  loss  that  the  Lessee  proves  could be
reasonably avoided; and (iv) any other amount necessary to compensate Lessor for
all the  detriment  proximately  caused by the  Lessee's  failure to perform its
obligations  under this Lease or which in the ordinary course of things would be
likely to result therefrom,  including but not limited to the cost of recovering
possession  of  the  Premises,   expenses  of  reletting,   including  necessary
renovation and alteration of the Premises,  reasonable attorneys' fees, and that
portion of any leasing  commission  paid by Lessor in connection with this Lease
applicable to the unexpired  term of this Lease.  The worth at the time of award
of the  amount  referred  to in  provision  (iii) of the  immediately  preceding
sentence  shall be computed by  discounting  such amount at the discount rate of
the Federal  Reserve Bank of San Francisco or the Federal  Reserve Bank District
in which the  Premises  are located at the time of award plus one percent  (1%).
Efforts by Lessor to mitigate  damages  caused by Lessee's  Default or Breach of
this  Lease  shall  not waive  Lessor's  right to  recover  damages  under  this
Paragraph 13.2. If termination of this Lease is obtained through the provisional
remedy of  unlawful  detainer,  Lessor  shall  have the right to recover in such
proceeding the unpaid rent and damages as are recoverable therein, or Lessor may
reserve the right to recover all or any part thereof in a separate suit for such
rent and/or damages.  If a notice and grace period  required under  Subparagraph
13.1 (b), (c) or (d) was not previously  given, a notice to pay rent or quit, or
to  perform  or quit,  as the case may be,  given to Lessee  under  any  statute
authorizing the forfeiture of leases for unlawful detainer shall also constitute
the  applicable  notice  for grace  period  purposes  required  by  Subparagraph
13.1(b),(c) or (d). In such case, the applicable grace period under the unlawful
detainer statue shall run concurrently  after the one such statutory notice, and
the failure of Lessee to cure the Default within the greater of the two (2) such
grace periods shall  constitute  both an unlawful  detainer and a Breach of this
Lease entitling Lessor to the remedies provided for in this Lease and/or by said
statute.

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

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


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<PAGE>

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

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

     13.4 Late Charges.  Lessee hereby  acknowledges that late payment by Lessee
to Lessor of rent and other sums due hereunder  will cause Lessor to incur costs
not  contemplated  by this Lease,  the exact  amount of which will be  extremely
difficult to ascertain.  Such costs include,  but are not limited to, processing
and accounting charges, and late charges which may be imposed upon Lessor by the
terms of any ground  lease,  mortgage or deed of trust  covering  the  Premises.
Accordingly,  if any  installment of rent or other sum due from Lessee shall not
be  received  by Lessor or  Lessor's  designee  within  ten (10) days after such
amount shall be due, then, without any requirement for notice to Lessee,  Lessee
shall pay to Lessor a late  charge  equal to six  percent  (6%) of such  overdue
amount.  The parties  hereby  agree that such late charge  represents a fair and
reasonable  estimate of the costs Lessor will incur by reason of late payment by
Lessee.  Acceptance of such late charge by Lessor shall in no event constitute a
waiver of Lessee's  Default or Breach with respect to such overdue  amount,  nor
prevent  Lessor from  exercising  any of the other rights and  remedies  granted
hereunder. In the event that a late charge is payable hereunder,  whether or not
collected,   for  three  (3)   consecutive   installments  of  Base  Rent,  then
notwithstanding  Paragraph  4.1 or any  other  provision  of this  Lease  to the
contrary,  Base Rent shall, at Lessor's option, become due and payable quarterly
in advance.

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

14.  Condemnation.  If the  Premises or any portion  thereof are taken under the
power of eminent  domain or sold under the threat of the  exercise of said power
(all of which are herein called  "condemnation"),  this Lease shall terminate as
to the part so taken as of the date  the  condemning  authority  takes  title or
possession,  whichever first occurs. If more than ten percent (10%) of the floor
area of the Premises,  or more than twenty-five  percent (25%) of the portion of


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<PAGE>


the Common Areas  designated  for Lessee's  parking,  is taken by  condemnation,
Lessee may, at Lessee's option,  to be exercised in writing within ten (10) days
after Lessor shall have given  Lessee  written  notice of such taking (or in the
absence of such  notice,  within ten (10) days  after the  condemning  authority
shall have taken possession)  terminate this Lease as of the date the condemning
authority  takes such  possession.  If Lessee does not  terminate  this Lease in
accordance with the foregoing,  this Lease shall remain in full force and effect
as to  the portion of the Premises remaining, except that the Base Rent shall be
reduced in the same  proportion as the rentable floor area of the Premises taken
bears to the total  rentable  floor area of the  Premises.  No reduction of Base
Rent  shall  occur if the  condemnation  does not  apply to any  portion  of the
Premises.  Any award for the taking of all or any part of the Premises under the
power of eminent domain or any payment made under threat of the exercise of such
power  shall be the  property  of Lessor,  whether  such award  shall be made as
compensation  for  diminution of value of the leasehold or for the taking of the
fee, or as severance damages;  provided,  however, that Lessee shall be entitled
to any  compensation,  separately  awarded  to Lessee  for  Lessee's  relocation
expenses and/or loss of Lessee's Trade Fixtures. In the event that this Lease is
not terminated by reason of such condemnation, Lessor shall to the extent of its
net severance damages  received,  over and above Lessee's Share of the legal and
other expenses incurred by Lessor in the condemnation matter,  repair any damage
to  the  Premises  caused  by  such  condemnation  authority.  Lessee  shall  be
responsible  for the  payment  of any  amount in  excess  of such net  severance
damages required to complete such repair.

15. Brokers' Fees.

     15.1  Procuring  Cause.  The Broker(s)  named in Paragraph  1.10 is/are the
procuring cause of this Lease.

     15.2 Additional Terms. [paragraph deleted and initialed /s/AG;/s/CWC]

     15.3  Assumption  of  Obligations.  Any  buyer or  transferee  of  Lessor's
interest in this Lease, whether such transfer is by agreement or by operation of
law, shall be deemed to have assumed  Lessor's  obligation  under this Paragraph
15. Each Broker shall be an intended  third party  beneficiary of the provisions
of Paragraph  1.10 and of this Paragraph 15 to the extent of its interest in any
commission  arising from this Lease and may enforce that right directly  against
Lessor and its successors.

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

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<PAGE>


16. Tenancy and Financial Statements.

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

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

17. Lessor's Liability. The term "Lessor" as used herein shall mean the owner or
owners at the time in question of the fee title to the Premises, in the event of
a transfer  of  Lessor's  title or  interest  in the  Premises or in this Lease,
Lessor shall  deliver to the  transferee  or assignee (in cash or by credit) any
unused  Security  Deposit  held  by  Lessor  at the  time of  such  transfer  or
assignment.  Except  as  provided  in  Paragraph  15.3,  upon such  transfer  or
assignment and delivery of the Security Deposit, as aforesaid,  the prior Lessor
shall be  relieved  of all  liability  with  respect to the  obligations  and/or
covenants under this Lease thereafter to be performed by the Lessor.  Subject to
the foregoing, the obligations and/or covenants in this Lease to be performed by
the Lessor shall be binding only upon the Lessor as hereinabove defined.

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

19. Interest on Past-Due Obligations. Any monetary payment due Lessor hereunder,
other than late charges,  not received by Lessor within ten (10) days  following
the date on which it was due, shall bear interest from the date due at the prime
rate  charged  by the  largest  state  chartered  bank in the state in which the
Premises are located plus four percent  (4%) per annum,  but not  exceeding  the
maximum rate allowed by law, in addition to the potential  late charge  provided
for in Paragraph 13.4.

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

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

22. No Prior or other  Agreements;  Broker  Disclaimer.  This Lease contains all
agreements  between the Parties with respect to any matter mentioned herein, and
no other prior or contemporaneous agreement or understanding shall be effective.
Lessor and Lessee each  represents and warrants to the Brokers that it has made,
and is relying solely upon,  its own  investigation  as to the nature,  quality,
character and financial  responsibility  of the other Party to this Lease and as
to  the  nature,  quality  and  character  of  the  Premises.  Brokers  have  no
responsibility  with  respect  thereto or with  respect to any default or breach
hereof by either Party. Each Broker shall be an intended third party beneficiary
of the provisions of this Paragraph 22.



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<PAGE>


23. Notices.

     23.1 Notice  Requirements.  All notices required or permitted by this Lease
shall be in writing and may be  delivered  in person (by hand or by messenger or
courier service) or may be sent by regular, certified or registered mail or U.S.
Postal Service Express Mail, with postage prepaid, or by facsimile  transmission
during normal business hours, and shall be deemed  sufficiently  given if served
in a manner  specified in this  Paragraph 23. The addresses  noted adjacent to a
Party's  signature on this Lease shall be that  Party's  address for delivery or
mailing of notice  purposes.  Either  Party may by  written  notice to the other
specify a different  address  for notice  purposes,  except  that upon  Lessee's
taking  possession  of the  Premises,  the Premises  shall  constitute  Lessee's
address for the purpose of mailing or  delivering  notices to Lessee.  A copy of
all  notices  required or  permitted  to be given to Lessor  hereunder  shall be
concurrently  transmitted  to such party or parties at such  addresses as Lessor
may from time to time hereafter designate by written notice to Lessee.

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

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

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

26.  No Right To  Holdover.  Lessee  has no right to  retain  possession  of the
Premises or any part thereof  beyond the  expiration or earlier  termination  of
this Lease.  In the event that Lessee holds over in violation of this  Paragraph
26 then the Base  Rent  payable  from and after  the time of the  expiration  or
earlier  termination  of this Lease shall be  increased  to two hundred  percent
(200%) of the Base Rent applicable during the month  immediately  preceding such
expiration or earlier  termination.  Nothing contained herein shall be construed
as a consent by Lessor to any holding over by Lessee.



                                       27                          INITIALS:  AG
                                                                             CWC
<PAGE>


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

28.  Covenants and  Conditions.  All  provisions of this Lease to be observed or
performed by Lessee are both covenants and conditions.

29. Binding Effect; Choice of Law. This Lease shall be binding upon the Parties,
their  personal  representatives,  successors and assigns and be governed by the
laws of the State in which the Premises are located.  Any litigation between the
Parties hereto  concerning  this Lease shall be initiated in the county in which
the Premises are located.

30. Subordination; Attornment; Non-Disturbance.

     30.1  Subordination.  This Lease and any  Option  granted  hereby  shall be
subject and subordinate to any ground lease,  mortgage,  deed of trust, or other
hypothecation  or security  device  (collectively,  "Security  Device"),  now or
hereafter  placed by Lessor upon the real  property of which the  Premises are a
part, to any and all advances made on the security thereof, and to all renewals,
modifications,  consolidations,  replacements  and  extensions  thereof.  Lessee
agrees that the Lenders  holding any such  Security  Device  shall have no duty,
liability or obligation to perform any of the  obligations  of Lessor under this
Lease,  but that in the  event of  Lessor's  default  with  respect  to any such
obligation,  Lessee  will  give any  Lender  whose  name and  address  have been
furnished Lessee in writing for such purpose notice of Lessor's default pursuant
to  Paragraph  13.5.  If any Lender  shall  effect to have this Lease and/or any
Option granted hereby superior to the lien of its Security Device and shall give
written  notice  thereof to Lessee,  this Lease and such Options shall be deemed
prior  to such  Security  Device,  notwithstanding  the  relative  dates  of the
documentation or recordation thereof.

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

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

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

31.  Attorneys'  Fees.  If any Party or Broker brings an action or proceeding to
enforce the terms hereof or declare rights  hereunder,  the Prevailing Party (as
hereafter defined) in any such proceeding,  action, or appeal thereon,  shall be
entitled to  reasonable  attorneys'  fees.  Such fees may be awarded in the same
suit or recovered in a separate  suit,  whether or not such action or proceeding
is pursued to decision or judgment.  The term "Prevailing  Party" shall include,


                                       28                          INITIALS:  AG
                                                                             CWC
<PAGE>


without limitation,  a Party or Broker who substantially  obtains or defeats the
relief sought, as the case may be, whether by compromise,  settlement, judgment,
or the  abandonment  by the other Party or Broker of its claim or  defense.  The
attorneys'  fee award  shall not be computed  in  accordance  with any court fee
schedule, but shall be such as to fully reimburse all attorneys' fees reasonably
incurred.  Lessor  shall be  entitled to  attorneys'  fees,  costs and  expenses
incurred in preparation and service of notices of Default and  consultations  in
connection  therewith,  whether or not a legal action is subsequently  commenced
in  connection  with  such  Default  or  resulting  Breach.  Broker(s)  shall be
intended third party beneficiaries of this Paragraph 31.

32. Lessor's Access, Showing Premises; Repairs. Lessor and Lessor's agents shall
have the right to enter the Premises at any time,  in the case of an  emergency,
and  otherwise  at  reasonable  times for the  purpose  of  showing  the same to
prospective  purchasers,  lenders,  or  lessees,  and making  such  alterations,
repairs, improvements or additions to the Premises or to the Building, as Lesser
may  reasonably  deem  necessary.  Lessor  may at any time place on or about the
Premises or Building  any  ordinary  "For Sale" signs and Lessor may at any time
during the last one hundred  eighty  (180) days of the term  hereof  place on or
about the Premises any ordinary "For Lease" signs. All such activities of Lessor
shall be without abatement of rent or liability to Lessee.

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

34. Signs.  Lessee shall not place any sign upon the exterior of the Premises or
the  Building,  except that Lessee may, with  Lessor's  prior  written  consent,
install (but not on the roof) such signs as are reasonably required to advertise
Lessee's  own  business  so long as such signs are in a location  designated  by
Lessor  and  comply  with  Applicable  Requirements  and  the  signage  criteria
established for the Industrial Center by Lessor. The installation of any sign on
the Premises by or for Lessee shall be subject to the  provisions of Paragraph 7
(Maintenance,  Repairs, Utility Installations,  Trade Fixtures and Alterations).
Unless otherwise expressly agreed herein,  Lessor reserves all rights to the use
of the roof of the Building,  and the right to install  advertising signs on the
Building,  including  the roof,  which do not  unreasonably  interfere  with the
conduct of Lessee's business; Lessor shall be entitled to all revenues from such
advertising signs.

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

36. Consents.

           (a)  Except  for  Paragraph  33  hereof  (Auctions)  or as  otherwise
provided herein, wherever in this Lease the consent of a Party is required to an
act by or for the other Party,  such consent shall not be unreasonably  withheld
or delayed.  Lessor's actual  reasonable  costs and expenses  (including but not
limited to  architects',  attorneys',  engineers' and other  consultants'  fees)
incurred in the  consideration  of, or response  to, a request by Lessee for any
Lessor  consent  pertaining  to this Lease or the  Premises,  including  but not


                                       29                          INITIALS:  AG
                                                                             CWC
<PAGE>


limited to consents to an  assignment a  subletting  or the presence or use of a
Hazardous  Substance,  shall be paid by  Lessee  to Lessor  upon  receipt  of an
invoice  and  supporting  documentation  therefor.  In  addition  to the deposit
described in Paragraph  12.2(e),  Lessor may, as a condition to considering  any
such  request by Lessee,  require  that Lessee  deposit with Lessor an amount of
money (in addition to the Security  Deposit held under  Paragraph 5)  reasonably
calculated by Lessor to represent the cost Lessor will incur in considering  and
responding  to Lessee's  request.  Any unused  portion of said deposit  shall be
refunded to Lessee without interest.  Lessor's consent to any act, assignment of
this Lease or  subletting  of the  Premises by Lessee  shall not  constitute  an
acknowledgment  that no Default or Breach by Lessee of this  Lease  exists,  nor
shall such  consent be deemed a waiver of any then  existing  Default or Breach,
except as may be otherwise  specifically stated in writing by Lessor at the time
of such consent.

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

37. Guarantor.

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

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

38.  Quiet  Possession.  Upon payment by Lessee of the rent for the Premises and
the  performance of all of the covenants,  conditions and provisions on Lessee's
part to be observed  and  performed  under this Lease,  Lessee  shall have quiet
possession  of the  Premises  for the entire term  hereof  subject to all of the
provisions of this Lease.

39.  Options.

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



                                       30                          INITIALS:  AG
                                                                             CWC
<PAGE>

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

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

     39.4 Effect of Default on Options.

           (a) Lessee shall have no right to exercise an Option, notwithstanding
any  provision  in the grant of Option to the  contrary:  (1)  during the period
commencing  with the giving of any notice of Default  under  Paragraph  13.1 and
continuing until the noticed Default is cured, or (ii) during the period of time
any  monetary  obligation  due Lessor from Lessee is unpaid  (without  regard to
whether notice  thereof is given Lessee),  or (iii) during the time Lessee is in
Breach of this Lease, or (iv) in the event that Lessor has given to Lessee three
(3) or more notices of separate  Defaults under Paragraph 13.1 during the twelve
(12) month period immediately  preceding the exercise of the Option,  whether or
not the Defaults are cured.

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

           (c) All  rights of Lessee  under the  provisions  of an Option  shall
terminate and be of no further force or affect, notwithstanding Lessee's due and
timely  exercise of the Option,  if, after such  exercise and during the term of
this Lease,  (i) Lessee fails to pay to Lessor a monetary  obligation  of Lessee
for a period of thirty (30) days after such obligation  becomes due (without any
necessity of Lessor to give notice  thereof to Lessee),  or (ii) Lessor gives to
Lessee  three (3) or more  notices of separate  Defaults  under  Paragraph  13.1
during any twelve (12) month period,  whether or not the Defaults are cured,  or
(iii) if Lessee commits a Breach of this Lease.

40.  Rules and  Regulations.  Lessee  agrees that it will abide by, and keep and
observe all reasonable  rules and regulations  ("Rules and  Regulations")  which
Lessor  may  make  from  time to time  for the  management,  safety,  care,  and
cleanliness  of the  grounds,  the parking  and  unloading  of vehicles  and the
preservation of good order, as well as for the convenience of other occupants or
tenants of the Building and the Industrial Center and their invitees.

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

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


                                       31                          INITIALS:  AG
                                                                             CWC
<PAGE>


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

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

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

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

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

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






















                                       32                          INITIALS:  AG
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<PAGE>

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

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

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

Executed at:                                   Executed at:
            -------------------------                      ---------------------
on:  2/19/99                                   on:  2/19/99
    ---------------------------------              -----------------------------
By LESSOR: /s/ James W. Cameron, Jr.           By LESSEE:

   James W. Cameron, Jr.                          Wyndgate Technologies
-------------------------------------          ---------------------------------
                                                  Global Med Technologies, Inc.
-------------------------------------          ---------------------------------
By: /c/ Clark H. Cameron                       By: /s/ Alan Geddes
    ---------------------------------             ------------------------------
Name Printed: his attorney in fact             Name Printed: Alan Geddes
             ------------------------                       --------------------
Title:                                         Title:  CFO
      -------------------------------                ---------------------------
By:                                            By:
    ---------------------------------              -----------------------------
Name Printed:                                  Name Printed:
             ------------------------                       --------------------
Title:                                         Title:
       ------------------------------                 --------------------------
Address:                                       Address:
         ----------------------------                   ------------------------

-------------------------------------          ---------------------------------
Telephone:(   )                                Telephone: (   )
               ----------------------                         ------------------
Facsimile:(   )                                Facsimile: (   )
               ----------------------                         ------------------
BROKER:                                        BROKER:      
Executed at:                                   Executed at:
               ----------------------                       --------------------
on:                                            on:
    ---------------------------------              -----------------------------
By:                                            By:
    ---------------------------------              -----------------------------
Name Printed:                                  Name Printed:
             ------------------------                       --------------------
Title:                                         Title:
       ------------------------------                 --------------------------
Address:                                       Address:
         ----------------------------                   ------------------------

-------------------------------------          ---------------------------------
Telephone:(   )                                Telephone: (   )
               ----------------------                         ------------------
Facsimile:(   )                                Facsimile: (   )
               ----------------------                         ------------------

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, 345 So.
     Figueroa St., M-1, Los Angeles, CA 90071. (213) 687-8777.

C1993  by American Industrial Real Estate Association.  All rights reserved.  No
part of these words may be reproduced in any form without permission in writing.

<PAGE>
                  FLOOR PLAN 4925 ROBERT J. MATHEWS 15,000 SF




                               [GRAPHIC OMITTED]

























                                  EXHIBIT "A'

                                                                 INITIALS:    AG
                                                                             CWC
<PAGE>












                               [GRAPHIC OMITTED]




















                                  EXHIBIT "B'

                                                                   INITIALS:  AG
                                                                             CWC
<PAGE>

                                 FIRST ADDENDUM

                to the Triple-Net Lease, dated February 8, 1999
                 between James W. Cameron, Jr., as Lessor, and
[deleted and initialed /s/ CWC; /s/ AG] Global Med Technologies, Inc. as Lessee
        for approximately 15,000 square feet of office & technical space
    located at 4925 R. J. Mathews Pkwy., Suite 100, El Dorado Hills, Calif.

49.  PREMISES.  The Premises are as shown on Exhibit A. All  measurements are to
the outside of the outside walls (the drip line),  and to the middle of interior
demising  walls.  Measurements  include  square  feet as a pro rata share of the
bathrooms,  bathroom halls,  showers, and the electrical and telephone room that
are common to the building.  Square footage amounts are  approximate.  For Lease
purposes, the rented portion of the building is 15,000 square feet.

50.  RENT.  Rent  shall be on a  "triple-net"  basis,  with  Lessee  paying  his
proportionate  costs of  taxes/assessments,  insurance,  and  maintenance of the
building and common  area.  Lessee's  responsibilities  for payment of costs are
further  discussed in Paragraphs 4, above, and 54, below.  Lessee is leasing and
has the right to occupy the entire 15,000 square feet during the entire duration
of the Lease. The first two month's of occupancy shall be rent free, with Lessee
paying for use of gas and electric  utilities.  Lessee shall be charged rent for
10,000 square feet during the third through 14th months,  and thereafter  15,000
square feet during the remaining six years of the Lease.  At the time of signing
this Lease,  Lessee shall pay to Lessor the third  month's rent ($8,200) and the
Security  Deposit  ($13,852),  a  total  of  $22,052.  Following  is the  rental
schedule.  Triple-net  charges that are now approximately  $0.14 per square foot
per month are in addition to the Monthly Base Rent.

               Dates                           Monthly Base Rent
               -----                           -----------------
    Apr 1, 1999 - May 31, 1999                         $00
    Jun 1, 1999 - May 31, 2000                         $8,200
    Jun 1, 2000 - May 31, 2001                         12,546
    Jun 1, 2001 - May 31, 2002                         12,797
    Jun 1, 2002 - May 31, 2003                         13,053
    Jun 1, 2003 - May 31, 2004                         13,314
    Jun 1, 2004 - May 31, 2005                         13.580
    Jun 1, 2005 - May 31, 2006                         13,852


                                                                             CWC
                                                                              AG
<PAGE>


FREE RENT.  Lessee shall have the right to occupy the Premises at zero rent from
April 1, 1999 through May 31, 1999, with occupancy as soon as the following have
occurred:

     (a) This Lease must be fully executed.

     (b) The Deposit of $22,052 has been paid in full.

52.  FINANCIAL  INFORMATION.  Prior To February  15, 1999 Lessee  shall  provide
Lessor  with  Lessee's  latest  10Q,  10K,  annual  report,  and  proxy,  and  a
representation  that  information  is  current  and  no  material  charges  have
occurred.

53.  TENANT  IMPROVEMENTS.  Following  shall apply.  With the  exception of rest
rooms,  break room,  common rest rooms and showers,  Lessor shall paint interior
walls of the entire  15,000  square  feet.  Carpet will not be  replaced  now or
during the term of the Lease.  All floor  covering to remain as now  exists.  If
Lessee is not  otherwise in default of Lease terms and  conditions,  Lessor,  at
Lessor's expense,  shall segregate the utilities and make changes  approximately
as shown by Lessee on the attached site plan, and more specifically described in
construction  plans to be designed by Lessor and  approved by Lessee.  Lessee to
work with Lessor to site walls so that HVAC , lighting,  fire  sprinkler  heads,
etc.,  do not need to be  modified.  New  walls are to be  constructed  of steel
studs,  5/8 inches  sheet rock,  and  painted/textured  to  approximately  match
existing.  Site plans and  improvements by Lessor at Lessor's  expense,  include
separating utilities from Suite 115 improvements,  with completion no later than
four (4) months after Lessor  receives a permit for same.  Until  utilities  are
segregated,  Lessee shall agree to make utilities payments to Lessor as required
in paragraph 55, below.

54. CC&R'S COMPLIANCE. Lessee agrees to comply with the El Dorado Hills Business
Park Standards and CC&R's,  and to correct any violation thereof within ten (10)
calendar days after written notice of violation.

55. OTHER LESSEE RESPONSIBILITIES. In addition to the requirements of payment of
triple-net  charges,  Lessee shall be responsible for payment of gas,  electric,
and telephone  utilities to the leased  premises,  and for providing  janitorial
services, including janitorial/cleaning supplies, paper products for kitchen and
non-common  rest rooms,  for light bulbs,  for waste  disposal  products such as
plastic bags, and for other  consumables.  Until Lessor has split the utilities,
beginning  with the date of  occupancy,  and  including  the time period of free
rent,  Lessee  shall pay the monthly sum charged to Lessee by Lessor in addition
to all other  payments  agreed to herein,  for gas and  electric  service to the
premises.  Said  payment  shall be made  within 10 days of receipt of billing by
Lessor.  Security of the leased space,  and  telephone  and computer  wiring and
systems are Lessee's sole responsibilities and cost.

                                                                             CWC
                                                                              AG
<PAGE>



56. SIGNS.  Lessee is occupying  37.5% of the 40,000 square feet of the building
and has the right to use of  approximately  37.5% of the company signage area of
the  building's  monument sign. Lessee's area to be at the top area of the sign.
Lessor shall  provide  identification  on monument  sign per  mutually  approved
specifications, at Lessor's expense, within 60 days of Lessee's occupancy.

57. RIGHT OF FIRST REFUSAL.  Until June 30, 2003, Lessee, if he is not otherwise
in  default  hereunder,  shall  have  the  ongoing  Right of  First  refusal  on
contiguous  space.  Within seven calendar days after Lessee has received written
notification  from  Lessor of  future  availability  of  contiguous  space,  and
Lessor's terms and conditions  pertaining to the contiguous space,  Lessee shall
provide a written reply to  Lessor stating  Lessee's  desire to lease the space.
Failure to reply  within the  allotted  time  shall  cancel  this Right of First
Refusal.

58.  EXPANSION  OPTION.  If  during  the  term of this  Lease,  Lessee  requests
expansion  beyond the leased  15,000 square feet,  Lessor,  at Lessor's sole and
exclusive  option,  may  provide the  opportunity  for Lessee to move into other
space that Lessor owns, or builds,  or  builds-to-suit  for the Lessee in the El
Dorado Hills  Business  Park.  Lessee's  request for expansion  shall be made as
early as possible,  providing Lessor with the maximum opportunity to accommodate
Lessee's needs. Lessee shall meet Lessor's then-existing  financial criteria for
providing  leased space to Lessee.  Lessor shall not be under any  obligation to
build a new building unless Lessor, in his sole discretion, agrees.

59.  OPTION TO RENEW.  Lessee  shall have one,  five-year  option to renew at 90
percent of market,  or of the then  existing  rent,  whichever  rental amount is
greater.  Rent  shall  continue  to  increase  annually  by 2% during the option
period.  In writing,  Lessee shall notify  Lessor of its  intention to renew the
Lease at least 6 months prior to expiration.

60.  SIGNATORIES.  Representing  Lessee,  the  Lease  shall  be  signed  by  the
[Vice] President and [Chief  Financial  Officer] of both Wyndgate  Technologies,
Inc. and its parent/partner, Global Med Technologies, Inc. [added text initialed
/s/CWC; AG]

61. LESSEE'S  CONTINGENCY.  This Lease is contingent upon Lessee sub-leasing his
office space at Lessee's  present  location,  11060 White Rock Road,  Suite 200,
Sacramento,  California,  to EDS. If Lessee notifies Lessor,  in writing,  on or
before February 26, 1999 of his failure to  successfully  sub-lease his offices,
Lessee  may cancel  this Lease and Lessor  shall  return  Lessee's  deposits  to
Lessee.  A statement from Lessee to Lessor that the sub-lease is successful,  or
failure to notify Lessor by [March 5,] [initialed  /s/CWC; AG] 1999, shall serve
to satisfy this contingency.

                                                                             CWC
                                                                              AG

<PAGE>



62. BROKER COMMISSION.  Lessor, at Lessor's sole cost and expense,  shall pay to
Jim Niethammer of Corporate  Advisory Group, a leasing  commission equal to 2.5%
of the Base Rent  consideration for the initial 60 months in which rent is paid,
and 1.25% of the Base Rent consideration  thereafter.  The first one half of the
commission is due upon Lessee receiving an additional round of funding in April,
1999,  and the second half due in April,  2000,  if Lessee is not  otherwise  in
default. In the event Tenant does not receive additional  funding,  beginning in
June,  1999,  one-twenty-fourth  (1/24)  of the total  commission  shall be paid
monthly until fully paid; if Lessee is otherwise in default during the period of
commission payment,  the monthly payment of the commission will be delayed until
the default has been cured, and then re-started until paid in full.

AGREED AND ACCEPTED

Lessor: James W. Cameron, Jr.

/s/ James W. Cameron, Jr.
by Clark H. Cameron                               2/19/99
------------------------------------              -------
his attorney in fact
Signature                                         Date


Lessee:  Global Med Technologies, Inc.


/s/ Alan Geddes                                   2/19/99
-------------------------------------             -------
Alan Geddes, Vice President & CFO                 Date