<PAGE>

                                                                   Exhibit10.a1

                                      Lease

 

 

                     The following lease is being concluded

 

                                     between

 

                               Mair GmbH & Co. KG

                       Nederlinger Strabe 11, 80638 Munich

                     - hereinafter referred to as landlord -

 

 

                                       and

 

 

                          Or Industrial Computers GmbH

                      Sieglindenstr. 19 1/2, 86152 Augsburg

                      - hereinafter referred to as tenant -

<PAGE>

          Lease between Mair GmbH & Co. KG and Or Industrial ComputersGmbH

Section 1    Leased property

             1.     The following areas are being leased in the property

                    constructed on the premises located at MemmingerStra(beta)e

                    14 in Augsburg:

<TABLE>

<CAPTION>

             Leased areas                    Surface area         Price (DM)Total monthly rent

                                            (square meters)(DM)

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

<S>                                              <C><C>             <C>     

             3rd floor                           446                10.504,683.00

             4th floor                           446                10.504,683.00

             5th floor                           446                10.504,683.00

             6th floor                           446                10.504,683.00

             Basement rooms K11 and K12          167                 5.00835.00

             Parking spaces                       30                30.00900.00

20,467.00

=========

</TABLE>

          2.        A variance of up to 3% between the leased area specifiedin

                    the floor plan and the actual area does not constitutea

                    claim for modification of rent on the part of eitherthe

                    landlord or the tenant. If there is a variance of morethan

                    3%, rent will be adjusted in accordance with the fullamount

                    of the variance.

          3.        The landlord shall only be held liable for structural

                    defects in the event of gross negligence.

          4.        The tenant engages in the manufacture and sale ofelectronic

                    devices, as well as hardware and software, in theleased

                    space. He is also entitled to engage in similarbusiness

                    operations in the leased space. The leased premises mayonly

                    be used for other purposes with the prior writtenapproval

                    of the landlord.

          5.        The tenant has been issued a sufficient number of keysfor

                    the duration of the rental period. The tenant agreesto

                    return all keys upon termination of the rentalperiod.

          6.        The rent will be increased annually by 2.5% on January1st

                    of each year. Each increase will be based on the mostrecent

                    applicable rent.

 

Section 2    Term of lease

          1.        The lease begins on January 1, 1996 or upon occupationof

                    the premises, but no later than February 1, 1996.

          2.        The lease is being concluded for a period of tenyears.

                    Unless it is canceled by one of the contracting partiesno

                    later than one year prior to expiration of the

<PAGE>

                    term of the lease, the lease will be automaticallyextended

                    for periods of five years each.

          3.        In addition, the tenant will be given the option ofleasing

                    the space on the ground floor, as well as space on the2nd

                    floor, five years after the beginning of the lease.Should

                    the space on the ground floor and on the 2nd floor beleased

                    to outside tenants during this five-year period,

                    arrangements can be made so that the Or Company is

                    responsible for this property as the general tenant.The

                    conditions will be established when the option isexercised.

          4.        Notice of termination must be delivered by registered

                    letter, which must be received by the othercontracting

                    party no later than the last business day prior to thefirst

                    day of the period of notice. The timeliness oftermination

                    will be determined by the date on which the letter of

                    termination is received by the contracting party.

          5.        During the notice period, the tenant must permit theposting

                    of for-rent signs in windows and other suitablelocations.

          6.        Section 568 BGB does not apply upon expiration of therental

                    period. Any lease extension agreements must be madein

                    writing.

Section 3    Extraordinary termination

          1.        Both contracting parties are entitled to theextraordinary

                    termination of the agreement for good cause.

          2.        The landlord can terminate the lease for good cause

                    effective immediately if

                    a.)       the tenant is more than two months inarrears,

                              partially or fully, with payment of rent orother

                              payment obligations,

                    b.)       the tenant or individuals acting on behalf ofthe

                              tenant is responsible for substantialharassment

                              of the landlord, other tenants, orindividuals

                              acting on behalf of these parties,

                    c.)       the tenant continues to use the premises in

                              violation of the terms of the lease orcontinues

                              the unauthorized relinquishment [of thepremises]

                              to third parties, in spite of having beenwarned

                              not to do so by the landlord,

                    d.)       the tenant files application for theinstitution

                              of reorganization or bankruptcyproceedings,

                              extrajudicial proceedings to regulate debtare

                              instituted, or the tenant defaults,

                    e.)       the tenant's liability base becomessignificantly

                              impaired in comparison to the conditionsindicated

                              at the time of lease signing,

<PAGE>

                    f.)       the tenant fails to meet his remainingcontractual

                              obligations within a reasonable period of time,in

                              spite of having been warned in writing bythe

                              landlord.

          3.        In the event of a premature termination of the leasefor

                    which the tenant is responsible, the tenant will beliable

                    for the loss of rent, collateral fees and other servicesfor

                    the period of time [in question], as well as allother

                    losses suffered by the landlord as a result ofpremature

                    termination of the lease. Continued payment of theagreed

                    rent and any applicable collateral fees until the end ofthe

                    term of the lease may be required as minimum damages,unless

                    the landlord has indemnified himself or could have

                    indemnified himself by otherwise leasing the space.

          4.        A claim for reimbursement of the security payment orany

                    rent paid in advance does not exist for the duration ofthe

                    agreed term of the lease. The landlord is entitled toretain

                    these security payments until the intended terminationof

                    the lease, unless a replacement tenant with the samecredit

                    standing has been found or could have been found.

Section 4    Premature termination of the lease

          1.        The tenant is entitled to demand cancellation of thislease

                    during the lease period if he assumes other office spaceon

                    the property from the landlord in application of theright

                    to rent property provided in this lease. The tenant isalso

                    entitled to demand cancellation of this lease withthree

                    months' notice during the term of the lease if heprovides

                    the landlord with a subsequent tenant with the samecredit

                    standing who is acceptable to the landlord.

          2.        If a subsequent tenant is not provided, the lease canbe

                    terminated with three months' notice if the tenant agreesto

                    pay damages of DM 50,000.00

          3.        The parties to the lease will arrange the details of

                    cancelling this lease according to the situation onhand,

                    with the stipulation that a clean transition must be

                    guaranteed.

Section 5    Rent

          1.        The monthly rent amounts to DM 20,467.00 (in words:Twenty

                    thousand four hundred and sixty seven German marks),plus

                    the applicable value-added tax.

          2.        In addition to the rent, the tenant is responsiblefor

                    payment of a share of the following incidentalexpenses

                    based on the ratio of the space being leased to him tothe

                    total rental space on the property:

<PAGE>

                    a.)       the cost of heating, air-conditioning,lighting,

                              sprinkler system, etc.;

                    b.)       the cost of common areas and facilities;

                    c.)       the cost of the water supply;

                    d.)       the costs of cleaning the building, includingthe

                              common areas and rooms, the external glassand

                              facade areas, as well as the cost of pestcontrol;

                    e.)       the costs of street cleaning and ofmaintaining

                              and repairing all outside facilities, suchas

                              landscaped areas, sidewalks, parking lots,access

                              roads, etc., as well as the cost of snow andice

                              removal;

                    f.)       drainage costs;

                    g.)       waste disposal costs;

                    h.)       chimney sweeping fees;

                    i.)       the costs for building personnel, as wellas

                              equipment and materials required for operationand

                              cleaning of the building;

                    j.)       the cost of operating a freight elevator;

                    k.)       the cost of operating and maintaining thecommon

                              antenna;

                    l.)       the cost of purchasing, maintaining, andoperating

                              temperature measuring equipment, includingthat

                              installed due to regulatory requirementsafter

                              conclusion of the lease;

                    m.)       the cost of building insurance, except fire

                              insurance, building liability insurance,and

                              property taxes.

          3.        The landlord or a firm commissioned by the landlordshall

                    prepare the final bill for incidental expenses duringthe

                    first half of each year following the year in whichthese

                    expenses were incurred. The landlord is entitled tochange

                    the billing method and period for incidental expenses orto

                    change individual incidental expense items. The landlordis

                    entitled to require suitable monthly advance payments onthe

                    aforementioned incidental expenses. These payments canbe

                    adjusted and set accordingly to reflect actual use.The

                    landlord is also entitled to transfer the collectionof

                    payment for individual incidental expenses, such asheating

                    costs, electricity costs, etc., directly to theapplicable

                    utility company. All municipal fees must be paid directlyby

                    the tenant. Should the City of Augsburg bill thelandlord

                    for these fees, they will be charged to the tenant.

          4.        In coordination with the landlord, the tenant agrees topay

                    the invoicing party directly for all incidentalexpenses

                    incurred, if possible.

          5.        The tenant is responsible for payment of incidental

                    expenses, regardless of whether and to which degree heuses

                    the common areas of the general property.

 

Section 6    Payment of rent and incidental expenses

          1.        Rent is payable monthly, in advance, by no later thanthe

                    third business day of each month into an account tobe

                    specified by the landlord. The timeliness of

<PAGE>

                    payment shall be determined by the date on which fundsare

                    received, and not by the mailing date.

          2.        If payments are in arrears, the landlord is entitledto

                    charge collection fees and late payment fees. This doesnot

                    affect the assertion of other claims for damages.

          3.        In response to any instructions provided by the tenant,the

                    landlord may, at his own discretion or consideration,use

                    payments made by the tenant to offset unpaidliabilities

                    arising from this agreement or other agreementsconcluded

                    with the tenant.

          4.        Rent will be prorated by calendar days for the monthof

                    transfer. Each calendar day, including the date oftransfer,

                    shall correspond to 1/30 of the monthly rent andincidental

                    expenses.

          5.        The tenant is not entitled to offset the landlord'sclaims

                    arising from this lease with disputed counter-claims orto

                    use such counter-claims to assert the right ofretention.

                    The tenant can assert claims for reduction if the use ofthe

                    leased space was compromised, but not in a purely

                    insignificant manner.

 

<PAGE>

Section 7    Security

          1.        To secure all payment obligations arising from this

                    agreement, the tenant is obligated to pay the landlorda

                    security in the amount of DM 50,000.00 upon transfer ofthe

                    leased property. The security payment will not bereturned

                    until all obligations of the tenant are paid,especially

                    those for payment of rent, incidental expenses, and

                    maintenance costs, and until the leased property hasbeen

                    vacated and surrendered.

          2.        6.3% in annual interest will be paid on the cashsecurity

                    payment. Interest payments are due on the 31st ofDecember

                    of each year.

          3.        The security payment may not be mortgaged orassigned.

 

Section 8    Heating

          1.        The heating system is a shared system. In addition tonormal

                    heating costs, the cost of operation, care, andmaintenance

                    of the heating system and of the temperaturemeasuring

                    service, as well as repair of the system, will be

                    distributed among all tenants based on the ratios ofspace

                    rented by individual tenants to the entire rented spacein

                    the building (see Section 5, section 2).

          2.        A partial or full shutoff of the heating system due toa

                    local fuel shortage does not entitle the tenant toassert

                    claims for reduction or damages. The same applies toall

                    other types of necessary interruptions in service.

 

Section 9    Subletting

          1.        The tenant is entitled to sublet or allow third partiesto

                    use the leased space, provided he complies with the

                    stipulations for use of the leased space describedunder

                    Section 1. Before concluding a sublease or beginningany

                    other form of surrender of use, the tenant must notifythe

                    landlord of his intention to do so. The landlord can

                    prohibit subletting or other surrender of use forgood

                    cause.

          2.        In the event of unauthorized subletting or surrender ofuse,

                    the landlord is entitled to have any company signs of

                    companies that are not contracting parties removed atthe

                    expense of the tenant.

          3.        In the event of unauthorized subletting, the landlordcan

                    terminate the lease without notice. Furthermore, hecan

                    demand that the tenant terminate the subleaseimmediately,

                    but within no more than one month. In the event of a

                    sublease or surrender of use to third parties approvedby

                    the landlord, the tenant

<PAGE>

                    will be held liable for all actions or assignments ofhis

                    subtenant or of the party to whom he has surrendered theuse

                    of the leased premises.

          4.        In the event of a sublease, the tenant, as aprecautionary

                    step, will now assign any claims he may have againstthe

                    subtenant, as well as any liens, to the landlord inan

                    amount not to exceed the landlord's claims

          5.        Any profits achieved by the tenant from thesubletting

                    arrangement are to be surrendered in full to thelandlord.

 

Section 10   Official requirements

          1.        The tenant is solely responsible for any official permitshe

                    requires in order to do business on the leasedpremises.

                    These permits have no effect on the obligation to payrent

                    or on the date on which the lease begins.

          2.        Structural and operational requirements arising fromthe

                    commercial operations being conducted by the tenant onthe

                    leased premises must be directly fulfilled by the tenantat

                    his own expense.

 

Section 11   Maintenance and structural changes to the leased premises

          1.        The landlord will have all maintenance work andnecessary

                    repairs to the leased premises be completed at hisown

                    expense.

          2.        According to the enclosure from Mr. Wormann,architect,

                    operations-specific installation work will be performedon

                    levels 3, 4, 5, and 6 at a cost of DM 40,000.00.(Paint

                    walls, ceilings, and windows white. Freshly paintfacade

                    walls, if installed for operational reasons. Re-coverfloors

                    with ANTI-STATIC material as specified. Install 32 newglass

                    doors.)

          3.        For these installations, the tenant will pay amaximum

                    surcharge of DM 40,000.00 net (not including salestax),

                    payable upon occupation of the premises.

          4.        The tenant is obligated to perform, at his own expense,any

                    cosmetic repairs that become necessary during the termof

                    the lease, as well as to maintain shutters, lightingand

                    air-conditioning systems, locks, WATER FAUCETS,TOILETS,

                    DRAINS, HEATING EQUIPMENT, SUN SHADES on windows, and

                    similar features in usable condition, as well as toreplace

                    broken panes of glass.

          5.        The tenant must notify the landlord or his agent ofany

                    damage to or in the building and in the leased premisesas

                    soon as he becomes aware of such

<PAGE>

                    damage. The tenant is liable for any additionaldamage

                    attributable to tardy notification. In the event ofimminent

                    danger, the tenant must himself take the necessary stepsto

                    protect the landlord against unavoidable loss.

          6.        The tenant is liable to the landlord for damages

                    attributable to his negligent violation of his obligationto

                    exercise due care, especially if supply and drainagelines,

                    toilet and heating systems, etc., are operated in an

                    improper manner, the premises are inadequatelyventilated,

                    heated, cleaned, or insufficiently protected against

                    freezing.

          7.        The tenant is equally liable for damages attributable tothe

                    negligent actions of vicarious agents, subtenants,visitors,

                    suppliers, craftsmen, etc.

          8.        The tenant must immediately eliminate any damages forwhich

                    he is answerable. If, after having received a written

                    warning, the tenant fails to meet this obligation withina

                    reasonable amount of time, the landlord can have the

                    necessary work performed at the expense of the tenant.If

                    there is a risk of imminent damage, written notificationand

                    provision of notice is not required.

          9.        The tenant may only undertake structuralmodifications,

                    especially renovation and the installation offixtures,

                    built-ins, etc., with the prior written approval ofthe

                    landlord. The landlord is required to provide hisapproval

                    if the tenant has a legitimate interest in themodification

                    and if it does not compromise any legitimate interestson

                    the part of the landlord. If the landlord issues such

                    approval, the tenant is responsible for obtaining the

                    necessary official permits. He is responsible for allcosts

                    associated with such permits, as well as for the costof

                    performing the construction work. Building safety may notbe

                    compromised by structural changes under anycircumstances.

                    The approval must also include a decision regardingwhether

                    the built-ins are to remain on the premises or beremoved

                    upon termination of the rental period.

          10.       The tenant is liable for all damages incurred inconnection

                    with the construction work he undertakes.

 

Section 12   Improvements or structural changes undertaken by thelandlord

          1.        The landlord may undertake improvements or structural

                    changes that become necessary to maintain the buildingor

                    the leased space, as well as to avert imminent danger orto

                    remove damage, even without the approval of the tenant.This

                    also applies to work that is not necessary butbeneficial,

                    such as modernization of the building and the leased

                    premises. The tenant must provide access to the premisesin

                    question at all times, and may not obstruct or delay

                    completion of the work.

<PAGE>

          2.        To the extent that the tenant must tolerate the work,

                    asserting claims for damages, offsetting claims, and

                    withholding rent payment are precluded. However, the

                    landlord must, if possible, make necessary allowancesfor

                    the business interests of the tenant, and may not extendthe

                    work for more than four weeks. A share of the rent maybe

                    withheld if this limit is exceeded.

          3.        The tenant will bear the cost of any structural

                    modifications or built-ins that become necessary dueto

                    changes in the law or official requirements, providedsuch

                    modifications and built-ins are attributable to hisbusiness

                    operation.

 

Section 13   Landlord's access to the leased premises

          1.        The landlord or his agent is entitled to enter theleased

                    premises during business hours. They are alsopermitted

                    access at any time in the event of imminent danger.

          2.        If the landlord wishes to sell the property, he or hisagent

                    may enter the leased premises, together withpotential

                    buyers, during business hours. If the lease has been

                    terminated, he or his agent may enter the leasedpremises,

                    together with potential tenants, during businesshours

          3.        The tenant must ensure that the premises can also beentered

                    during his absence.

 

Section 14   Landlord's right of lien

          1.        In the interest of exercising his right of lien, the

                    landlord or his agent is entitled to enter the leased

                    premises, alone or in the presence of a witness, atany

                    time. The landlord may remove any objects that aresubject

                    to the landlord's lien and place them under lock and keyin

                    a location of his choice.

          2.        If property that has been brought in is seized by athird

                    party, the tenant is obligated to notify the landlord

                    immediately.

          3.        The landlord's right of lien for claims arising fromthis

                    agreement also applies to any items that the tenanthas

                    brought into other properties owned by the landlordin

                    connection with other leases concluded with thelandlord.

 

Section 15   Transfer of the lease by the landlord

          Subject to the consent of the tenant, the landlord is permittedto

          allow another person or company to assume from the landlord therights

          and obligations of the

<PAGE>

          lease, including all collateral agreements, with the effect of

          discharging the landlord's obligation.

 

Section 16   Termination of the rental period

          1.        Following termination of the rental period, the tenantmust

                    return the leased premises to the landlord in a

                    professionally renovated condition. In particular,this

                    means that the walls, ceilings, and windows must bepainted

                    and appropriate cleaning work performed.

          2.        Upon vacating the leased premises, the tenant mustreturn

                    all keys to the landlord, including those he procured

                    himself, without demanding payment. Otherwise, thelandlord

                    is entitled to open the leased premises at the expenseof

                    the tenant, to have them professionally renovated, andto

                    have new locks or keys made.

          3.        The tenant may remove any fixtures he has added tothe

                    leased premises. However, the landlord may demand thatthe

                    fixtures be left on the premises upon termination ofthe

                    lease if the landlord pays a fee corresponding totheir

                    actual cash value. The tenant must remove any built-inshe

                    has had installed and restore the leased premises totheir

                    original condition, unless the landlord has agreed thatthey

                    may remain on the leased premises at no charge.

          4.        The landlord and tenant must discuss the removal ofthe

                    fixtures and built-ins in a timely manner, so thatany

                    agreements in this regard can be reached before thepremises

                    are vacated. If the landlord does not assume thetenant's

                    fixtures, the tenant must, at the end of the lease,return

                    the leased premises to the condition in which theywere

                    transferred to the tenant.

 

Section 17   Other agreements

          1.        The tenant is not entitled to assign to third partiesany

                    claims and rights against the landlord to which he is

                    entitled.

          2.        The tenant declares that he has been entered into the

                    commercial register of .......

          3.        There are no collateral agreements to this lease. Tobe

                    legally effective, supplementary agreements must be madein

                    writing.

          4.        If desired, the tenant will be granted the right offirst

                    refusal to the leased premises. The parties are inagreement

                    that the right of first refusal must be exercised in

                    officially certified form to be effective.

<PAGE>

          5.        Should a provision of this agreement be of no effect,the

                    actual intention shall apply.

 

Munich, dated July 27, 1995               Augsburg, dated August 9, 1995

 

 

Mair GmbH & Co. KG                        Or Industrial ComputersGmbH

- - Landlord -                              - Tenant -

 

 

 

 

<PAGE>

 

 

Section 1    Leased property

          1.        The following areas are being leased in the property

                    constructed on the premises located at MemmingerStra(beta)e

                    14 in Augsburg:

<TABLE>

<CAPTION>

                                             Surface area    Price (DM)Total monthly rent

                                            (square meters)(DM)

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

<S>                                               <C><C>           <C>     

          Ground floor without vestibule          452            10.504,746.00

          2nd floor                               580            10.506,090.00

          3rd floor                               446            10.504,683.00

          4th floor                               446            10.504,683.00

          Parking spaces                           30            30.00900.00

21,102.00

=========

</TABLE>

                    Following the renovation, the number of square meterswill

                    reestablished according to new measurements; the rentwill

                    be recalculated on the basis of the new measurements.

          2.        The landlord shall only be held liable for structural

                    defects in the event of gross negligence.

          3.        The tenant engages in the manufacture and sale ofelectronic

                    devices, as well as hardware and software, in theleased

                    space. He is also entitled to engage in similarbusiness

                    operations in the leased space. The leased premises mayonly

                    be used for other purposes with the prior writtenapproval

                    of the landlord.

          4.        The tenant has been issued a sufficient number of keysfor

                    the duration of the rental period. The tenant agreesto

                    return all keys upon termination of the rental period.Steps

                    must be taken to ensure that the leased premises canbe

                    sealed off against the remainder of the building for

                    insurance purposes. The necessary measures will be

                    coordinated with the architect. The tenant shall be

                    responsible for the resulting costs.

          5.        The rent will be increased annually by 2.5% on January1st

                    of each year. Each increase will be based on the mostrecent

                    applicable rent.

 

Section 2    Term of lease

          1.        The lease begins on January 1, 1996 or upon occupationof

                    the premises, but no later than February 1, 1996. Itcannot

                    be terminated during the first five years, untilDecember

                    31, 2001 or December 31, 2002.

<PAGE>

 

                                          Augsburg, [illegible date]

 

 

 

 

 

 

 

 

 

<PAGE>

              AMENDMENTS TO THE LEASE [FOR THE PROPERTY LOCATED AT]

                                MEMMINGER STR. 14

 

                                     between

                               MAIR GMBH & CO. KG

                    NEDERLINGER STRA(BETA)E 11, 80638 MuNICH

 

 

 

                                       and

 

 

                          OR INDUSTRIAL COMPUTERS GMBH

                      SIEGLINDENSTR. 19 1/2, 86152 AUGSBURG

 

PAR. 1, SECTION 5

Steps must be taken to ensure that the leased premises can be sealed offagainst

the remainder of the building for insurance purposes. The necessarymeasures

will be coordinated with the architect.

PAR. 2, SECTION 2

A rent amount conforming to local custom shall be used as the point ofreference

for extensions.

PAR. 2, SECTION 3

The agreed conditions shall also apply to the new areas, but only if a leaseis

concluded for these areas within the next five years.

PAR. 2, SECTION 4

Termination may be effected by registered letter or by fax.

PAR. 5, SECTION 2K

To be deleted without replacement.

PAR. 5, SECTION 2L

<PAGE>

To be deleted without replacement.

PAR 5, SECTION 5

Incidental costs will be billed in proportion to the property rented.

PAR. 6, SECTION 4

The tenant has the option of storing his effects at no charge for up toone

month prior to occupation of the premises (as permitted by renovationwork).

PAR. 9, SECTION 5

If the tenant opts to rent the entire property within five years, he may

temporarily sublet segments of the property at a higher price per squaremeter.

However, this shall only apply during the first five years of the lease.

PAR. 11, SECTION 2

The tenant will be responsible for the cost of installing new unpainteddrywall,

including the corresponding electrical wiring, at a total cost not to exceedDM

40,000.00. The landlord will be responsible for the cost of subsequentwork

performed in accordance with the tenant's instructions. Plans will be

coordinated with the architect. Additional changes will be charged to the

tenant. The landlord will bear the cost of demolition and removal ofdrywall,

painting the walls, ceilings, and windows, installation of conductive floors,as

well as the installation of clear full glass doors (no more than 10 unitsper

floor).

PAR. 11, SECTION 4

Cosmetic repairs are subject to legal requirements, as well as to the factthat

the property is being transferred in perfect condition, as documented ina

property transfer report.

 

Munich, August 18, 1995

 

 

Mair GmbH & Co. KG                                Or Industrial ComputersGmbH

- - Landlord -                                      - Tenant -

 

<PAGE>

           Second amendment to the lease [for the property located at]

                                Memminger Str. 14

 

                           between Mair GmbH & Co. KG

                                       and

                          Or Industrial Computers GmbH

 

According to the enclosed ground floor plan of outside facilities,EFFECTIVE

MARCH 1, 1997, you will receive

 

             2 additional parking spaces, bringing the total number to32.

 

 

According to our letter of January 9, 1997, the new rent effective March 1,1997

is:

 

                                                         DM   21,629.55net

+ parking spaces @ DM 30.00 each   DM 60.00

+ 2.5% rent increase               DM 1.50               DM       61.50

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

                                                         DM   21,691.05

                                             + 15% VAT'  DM    3,253.66

                                                         DM   24,944.71gross

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

 

 

 

Munich, dated March 6, 1997                  Augsburg, dated March 12,1997

 

 

Mair GmbH & Co. KG                           Or Industrial ComputersGmbH

- - Landlord -                                 - Tenant -

 

<PAGE>

         Addendum/amendment to the lease dated July 27 / August 9, 1995

Due to the installation of current meters by the Augsburg Municipal Works,the

interim meters are no longer needed. Current consumption will now be measuredat

individual tenant meters provided by the City of Augsburg. A meter will alsobe

installed for the common areas.

This general meter covers:                           - stairwell lighting

                                                     - elevator

                                                     - heating

As with individual tenants' consumption, this meter will also be read and abill

provided by the City of Augsburg.

To simplify invoicing, the tenant, Or Industral Computers, will assume thecosts

for the remaining tenants and will allocate these costs further according tothe

following distribution key:

                       Or                          63.04%   =      1.924m2

                       C&S                         36.62%   =        965m2

                       Hofmeister                   5.34%   =        163m2

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

                                                                3,052 m2

 

The distribution key will be revised if there are any changes in the areasbeing

leased.

After preparing an estimate, the Augsburg Municipal Works will require amonthly

installment payment, to which all tenants will contribute. The same appliesto

water and other utilities, as well as maintenance, but does not apply toheating

oil.

The cost of heating oil will be distributed among all tenants on the basisof

the previous year's total oil bill and the distribution key and will be

converted into a monthly fixed installment, which will be paid, asdescribed

earlier, to the primary tenant listed below.

The monthly flat rate for power used in common areas, maintenance, water,and

sewage is initially set at DM 1,200.00 for all parties (to be distributed

according the distribution key). Depending on consumption, this flat fee maybe

reassessed in the following year.

The primary tenant,

 

<PAGE>

       OR INDUSTRIAL COMPUTERS GMBH,

is in agreement with the handling of internal invoicing, while thetenants,

       Or Industrial Computers                       ground floor to 4thfloor,

       C&S Computer + Software                       5th and 6thfloors,

       Elisabeth Hofmeister                          basement rooms,

are in agreement with the handling of distribution [of expenses] andassumption

of the cost of shared electricity.

The [cost of] heating oil will be immediately reallocated based on the

distribution key, depending on the invoice.

 

 

<PAGE>

This agreement also establishes that the primary tenant, Or, will beresponsible

for ordering fuel, as well as for paying power and water bills.

To cover the expense of the resulting invoicing and monitoring activities,a

temporary annual fee of DM 750.00 per tenant will be assessed. This fee willbe

established jointly in relation to actual expenses.

This fee for expenses includes:

          -         monitoring the heating oil supply

          -         ordering heating oil and handling its delivery

          -         invoice allocation among the tenants

          -         inspecting the furnace room and monitoring theheating

                    system's operation and potential problems - allocationof

                    the cost of electricity for common areas among thetenants -

                    elevator monitoring and maintenance administration

 

The following parties are in agreement with the addendum to the lease:

          Or Industrial Computers

          C&S Computer + Software

          Elisabeth Hofmeister

 

Munich, November 26, 1997                    Augsburg, November 24, 1997

Mair, landlord                               Or, tenant

 

                                             Augsburg, November 24, 1997

                                             C&S, tenant

 

                                             Augsburg

                                             Hofmeister, tenant