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                                                                   Exhibit 10.L

[LOGO]

March 13, 1996

Mr. Bob Harris
Equity Growth Investments
P.O. Box 1730
LaMesa, CA  91944

RE:  OPTION TO EXTEND LEASE FOR BERG SYSTEMS INTERNATIONAL

Dear Bob:

On behalf on Berg Systems International, I have been authorized to submit to 
you this Letter of Notification that Berg Systems is overriding their option 
to renew their lease at 2365 Camino Vida Roble for a period of one year 
commencing August 1, 1996. The monthly rental payment during this period, in 
accordance with the lease options, will be $6,521.00.

Also, your attention to the parking and truck traffic situation in the 
complex is greatly appreciated. Please let us know when you come up with an 
equitable solution that will benefit all the tenants in the complex.

If you have any questions, please feel free to contact me.

Sincerely,

LEE & ASSOCIATES
COMMERCIAL REAL ESTATE SERVICES

/s/ Kent A. Moore
---------------------
Kent A. Moore
Vice President

AGREED TO AND ACCEPTED BY:


 /s/ John W. Berg                                       3/13/96
--------------------------------------------      -------------------
Berg Systems International                        Date


 /s/ Bob Harris                                         3/26/96
--------------------------------------------      -------------------
Equity Growth Investments                         Date


<PAGE>

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

                                   [LOGO]


1.  BASIC PROVISIONS ("BASIC PROVISIONS").

    1.1  PARTIES: This Lease ("LEASE"), dated for reference purposes only, 
JANUARY 18, 1994, is made by and between EQUITY GROWTH INVESTMENTS, A 
CALIFORNIA GENERAL PARTNERSHIP ("LESSOR") and BERG SYSTEMS INTERNATIONAL, 
INC., A SUBSIDIARY OF S.B.S. ENGINEERING, INC. A NEW MEXICO CORPORATION 
("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 2265 CAMINO VIDA ROBLE, 
located in the City of CARLSBAD, County of SAN DIEGO, State of CALIFORNIA, 
with zip code 92009, 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): THE NORTHERLY 
PORTION OF THE BUILDING, APPROXIMATELY 12,303 SQUARE FEET (SEE EXHIBIT "A"). 
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: THIRTY-SIX (36) unreserved vehicle parking spaces 
("UNRESERVED PARKING SPACES"); and ZERO (0) reserved vehicle parking spaces 
("RESERVED PARKING SPACES"). (Also see Paragraph 2.6)

    1.3  Term: 2 years and 3 months ("ORIGINAL TERM") commencing UPON 
COMPLETION OF TENANT IMPROVEMENTS BUT NOT LATER THAN MARCH 15, 1994. 
("COMMENCEMENT DATE") and ending TWO (2) YRS & THREE (3) MONTHS THEREAFTER 
("EXPIRATION DATE"). (Also see Paragraph 3.)

    1.4  EARLY POSSESSION:        ("EARLY POSSESSION DATE"). (Also see 
Paragraphs 3.2 and 3.3.)

    1.5  BASE RENT: $6,773.00 per month ("BASE RENT"), payable on the FIRST 
(1ST) day of each month commencing         (Also see Paragraph 4.) 

/X/  If this box is checked, this Lease provides for the Base Rent to be 
adjusted per Addendum 49-A attached hereto.

    1.6(a)  BASE RENT PAID UPON EXECUTION: $6773.00 as Base Rent for the 
period OF THE FIRST (1ST) MONTH OF THE LEASE.

    1.6(b)  LESSEE'S SHARE OF COMMON AREA OPERATING EXPENSES: SEVENTEEN & 
3/10th PERCENT (17. 3/10ths%) ("LESSEE'S SHARE") as determined by /X/  
prorata square footage of the Premises as compared to the total square 
footage of the Building or / / other criteria as described in Addendum     .

    1.7  SECURITY DEPOSIT: $6,890.00 ("SECURITY DEPOSIT"). (Also see 
Paragraph 5).

    1.8  PERMITTED USE: DESIGNING, WAREHOUSING AND DISTRIBUTION OF PRINTED 
CIRCUIT BOARDS. ("PERMITTED USE") (Also see Paragraph 8.)

    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/  VOIT COMMERCIAL BROKERAGE represents Lessor exclusively ("LESSOR'S 
     BROKER");
/X/  GRUBB & ELLIS BROKERAGE COMPANY represents Lessee exclusively 
     ("LESSEER'S BROKER"); or
/ /  _________________________________ 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 S.B.S. ENGINEERING, INC. A NEW MEXICO CORPORATION 
("GUARANTOR"). (Also see Paragraph 37.)

    1.12 ADDENDA AND EXHIBITS. Attached Thereto is an Addendum or Addenda 
consisting of Paragraphs A through C, and Exhibits A through C, 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 1.5(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 
free 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 instructed 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 (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 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 Lessee; and (c) 
that neither Lessor, nor any of Lessor's agents, has make any oral or written 
representations or warranties with respect to said matters other than as set 
forth in this Lease.

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

*  Lessor shall warranty the air conditioning and heating system against 
major repairs for the XXXXXXXXXXXXXXXXXXXX of the lease.  

<PAGE>

    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) on 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.

    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 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.

    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 be subject to any liability therefor,
nor shall such failure affect the validity of this Lease, or the obligations 
of Lessee hereunder, or extend the term hereof, but in such case, Lessor shall
not, except as otherwise provided herein, be obligated to pay rent or perform 
any other obligation of Lessee under the terms of the 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 rendered 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.

                                   -2-
<PAGE>

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 fails to pay Base Rent or other rent or charges due hereunder, or 
otherwise Defaults under this Lease (as defined in Paragraph 13.1), Lessor 
may use, apply or retain all or any portion of said Security Deposit for the 
payment of any amount due Lessor or to reimburse or compensate Lessor for any 
liability, cost, expense, loss or damage (including attorney's 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 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. In the event 
that Lessor loses its interest in the property through foreclosure, the 
security deposit shall be applied to the last month of rent.

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 
subtenants, 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 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, or 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 statement 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.

    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.

    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

                                   -3-
<PAGE>
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 be 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 by 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.

         (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.

8.  INSURANCE; INDEMNITY.

     8.1  PAYMENT OF PREMIUM INCREASES.

          (a) As used herein, the term "INSURANCE COST INCREASE" is defined 
as any increase in the actual cost of the insurance applicable to the 
Building and required to be carried by Lessor pursuant to Paragraphs 8.2(b), 
8.3(a) and 8.3(b), ("REQUIRED INSURANCE"), over and above the Base Premium, as
hereinafter defined, calculated on an annual basis. "Insurance Cost Increase" 
shall include, but not be limited to, requirements of the holder of a 
mortgage or deed of trust covering the Premises, increased valuation of the 
Premises, and/or a general premium rate increase. The term "Insurance Cost 
Increase" shall not, however, include any premium increases resulting from 
the nature of the occupancy of any other lessee of the Building. If the 
parties insert a dollar amount in Paragraph 1.9, such amount shall be 
considered the "BASE PREMIUM." If a dollar amount has not been inserted in 
Paragraph 1.9 and if the Building has been previously occupied during the 
twelve (12) month period immediately preceding the Commencement Date, the 
"Base Premium" shall be the annual premium applicable to such twelve (12) 
month period. If the Building was not fully occupied during such twelve (12) 
month period, the "Base Premium" shall be the lowest annual premium 
reasonably obtainable for the Required Insurance as of the Commencement Date, 
assuming the most nominal use possible of the Building. In no event, however, 
shall Lessee be responsible for any portion of the premium cost attributable 
to liability insurance coverage in excess of $1,000,000 procured under 
Paragraph 8.2(b).

         (b) Lessee shall pay any Insurance Cost Increase to Lessor pursuant 
to Paragraph 4.2. 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, 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 if, 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 or included in the Base Premium), 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.

         (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. The cost of such insurance shall be paid solely by 
Lessor.

         (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.

                                                   Initials: /s/ SSD
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MULTI-TENANT-GROSS
-Copyright- American Industrial Real Estate Association 1993

                                     --4--
<PAGE>

        (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 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. Lessor shall indemnify Lessee for 
Lessor's negligence.

   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, except situations caused by Lessor's 
gross negligence.

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.

       (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, if Lessor does not receive such funds or assurance 
within said period. Lessor may nevertheless elect by written notice to Lessee 
within ten (10) days thereafter to make such restoration and repair as is 
commercially reasonable with Lessor paying any shortage in proceeds, in which 
case this Lease shall remain in full force and effect. If 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. 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 8.7.

   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 date of 
occurrence of such damage. Provided, however, if Lessee at that time has an 
exercisable option to extend this Lease or to purchase the Premises, then 
Lessee may preserve this Lease by (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.


<PAGE>

       (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 notion 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.

  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 or 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(a), applicable to the Industrial Center, and except as 
otherwise provided in Paragraph 10.3, any increases in such amounts over the 
Base Real Property Taxes 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 DEFINITIONS.

       (a) 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 mediation, amendment or transfer thereof, and whether or not 
contemplated by the Parties.

       (b) As used herein, the term "BASE REAL PROPERTY TAXES" shall be the 
amount of Real Property Taxes, which are assessed against the Premises, 
Building or Common Areas in the calendar year during which the Lease is 
executed. 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 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, or 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.

       (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 the time of the 
most recent assignment to which Lessor has consented, or as it exists 
immediately prior to said transaction or transactions constituting such 
reduction, at whichever time said Net Worth of Lessee was or is greater, 
shall be considered an assignment of this Lease by Lessee to which Lessor may 
reasonably withhold its consent. "NET WORTH OF LESSEE" for purposes of this 
Lease shall be the net worth of Lessee (excluding any Guarantors) established 
under generally accepted accounting principles consistently applied.

       (d) An assignment or subletting of Lessee's interest in this Lease 
without Lessor's specific prior written consent shall, at Lessor'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, if disputed by Lessee, Lessee shall pay the 
amount set forth in Lessor's Notice, with any overpayment credited against 
the next installment(s) of Base Rent coming due, and any underpayment for the 
period retroactively to the effective date of the adjustment being due and 
payable immediately upon the determination thereof. Further, in the event of 
such Breach and 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 adjustment scheduled during the remainder of the Lease 
term shall be increased in the same ratio as next 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, not (iii) alter the primary liability of 
Lessee or 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.

       (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.

                                      -5-
<PAGE>

        (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 held 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 of the foregoing provision or any other assignment of such sublease 
to Lessor, nor by reason of the collection of the rents from a sublessee, be 
deemed liable to the sublessee for any failure of Lessee to perform and 
comply with any of Lessee's obligations to such sublessee under such 
Sublease. Lessee hereby irrevocably authorizes and directs any such 
sublessee, upon receipt of a written notice from Lessor stating that a Breach 
exists in the performance of Lessee's obligations under this Lease, to pay to 
Lessor the rents and other charges due and to become due under the sublease. 
Sublessee shall rely upon any such statement and request from Lessor and 
shall pay such rents and other charges to Lessor without any obligation or 
right to inquire as to whether such Breach exists and notwithstanding any 
notice from or claim from Lessee to the contrary. Lessee shall have no right 
or claim against such sublessee, or, until the Breach has been cured, against 
Lessor, for any such rents and other charges so paid by said sublessee to 
Lessor.

         (b) In the event of a Breach by Lessee in the performance of its 
obligations under this Lease, Lessor, at its option and without any 
obligations 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 cure the Default of 
Lessee within the grace period, if any, specified in such notice. The 
sublessee shall have a right of reimbursement and offset from and against 
Lessee for any such Defaults cured by the sublessee.

13. DEFAULT; BREACH; REMEDIES.

   13.1  DEFAULT; BREACH. Lessor and Lessee agree that if an attorney is 
consulted by Lessor in connection with a Lessee Default or Breach (as 
hereinafter defined), $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) 

         (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 (10) days following written notice thereon by or on 
behalf of Lessor to Lessee.

         (c) Except as expressly otherwise provided in this Lease, the 
failure by Lessee to provide Lessor with reasonable written evidence (in duly 
executed original form, if applicable) of (i) compliance with Applicable 
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 (30) 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 continues for a period of thirty (30) days after written notice 
thereof by or on behalf of Lessor to Lessee; provided, however, that if the 
nature of Lessee's Default is such that more than thirty (30) days are 
reasonably required for its cure, then it shall not be deemed to be a Breach 
of this Lease by Lessee if Lessee commences such cure within said thirty (30) 
day period and thereafter diligently prosecutes such cure to completion.

         (e) The occurrence of any of the following events: (i) the making by 
Lessee of any general arrangement or assignment for the benefit of creditors; 
(ii) Lessee's becoming a "debtor" as defined in 11 U.S. 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 at 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 broach 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 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 form hereof shall terminate 
and Lessee shall immediately surrender possession of the Premises to Lessor. 
In such event Lessor shall be entitled to recover from Lessee (i) the worth 
at the time of the award of the unpaid rent which had been earned at the time 
of termination; (ii) the worth at the time of award of the amount by which 
the unpaid rent which would have been earned after termination until the time 
of award exceeds the amount of such rental loss that the Lessee proves could 
have been reasonably avoided; (iii) the worth at the time of award of the 
amount by which the unpaid rent for the balance of the term after the time of 
award exceeds the amount of such rental loss that the Lessee proves could be 
reasonably avoided; and (iv) any other amount necessary to compensate Lessor 
for all the detriment proximately caused by the Lessee's failure to perform 
its obligations under this Lease or which in the ordinary course of things 
would be likely to result therefrom, including but not limited to the cost of 
recovering possession of the Premises, expenses of relotting, 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 pro-

                                                         Initials  _____________

                                                                   _____________

                                        -7-

<PAGE>

ceeding 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 statute shall run concurrently after the one such 
statutory notice, and the failure of Lessee to cure the Default within the 
greater of the two (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 statutes.

     (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 orientations on assignment and subletting in this Lease are 
reasonable. Acts of maintenance or preservations 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 wherever the Premises are 
located.

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

13.3 INDUCEMENT RECAPTURE IN EVENT OF BREACH. Any agreement by Lessor for 
free or abated rent or other charges applicable to the Premises, or for the 
giving or paying by Lessor to or for Lessee of any cash or other bonus, 
inducement or consideration for Lessee's entering into this Lease, all of 
which concessions are hereinafter referred to as "Inducement Provisions" 
shall be deemed conditioned upon Lessee's full and faithful performance of all 
of the terms, covenants and conditions of this Lease to be performed or 
observed by Lessee during the term hereof as the same may be extended. Upon 
the occurrence of a Breach (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 designate within ten (10) 
days after such amount shall be due, then, without any requirements 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 contract. Base Rent shall, at Lessor's option, 
become due and payable quarterly in advance.

13.5 BREACH OF LESSOR. Lessor shall not be deemed in breach of this Lease 
unless Lessor fails within a reasonable time to perform an obligation 
required to be performed by Lessor. For purposes of this Paragraph 13.5, a 
reasonable time shall in no event be less than thirty (30) days after 
receipt by Lessor, and by 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 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 (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. Unless Lessor and Broker(s) have otherwise agreed 
in writing. Lessor agrees that (a) if Lessee exercises any Option (as defined 
in Paragraph 39.1) granted under this Lease or any Option subsequently 
granted, or (b) if Lessee acquires any rights to the Premises or other 
premises in which Lessor has an interest, or (c) if Lessee remains in 
possession of the Premises with the consent of Lessor after the expiration of 
the term of this Lease after having failed to exercise an Option, or (d) if 
said Brokers are the procuring cause of any other lease or sale entered into 
between the Parties, pertaining to the Premises and/or any adjacent property 
in which Lessor has an interest, or (e) if the Base Rent is increased, 
whether by agreement or operations of an condemnation clause herein, then as 
to any of said transactions. Lessor shall pay said Broker(s) a fee in 
accordance with the schedule of said Broker(s) in effect the time of the 
execution of this Lease.

    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 condemnation 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.

16. TENANCY AND FINANCIAL STATEMENTS.

    16.1 TENANCY STATEMENT. Each Party (as "Responding Party") shall within ten 
(30) 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 term 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 cast 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 its 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 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.

                                        Initials:  illegible
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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 in the United States Postal Service or 
courier. If any notice is transmitted by facsimile transmission or other 
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 on account of moneys or damages 
due Lessor, notwithstanding any qualifying statements or conditions made by 
Lessee in connection therewith, which such statements and/or conditions shall 
be of no force or effect whatsoever unless specifically agreed to in writing 
by Lessor at or before the time of deposit of such payment.

25. RECORDING. Either Lessor or Lessee shall, upon request of the other, 
execute, acknowledge and deliver to the other a short form memorandum of this 
Lease for recording purposes. The Party requesting recordation shall be 
responsible for payment of any loss 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 one 
hundred twenty-five percent (125%) 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. 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 elect to have this Lease 
and/or any Option granted hereby superior to the lien of its Security Device 
and shall give written notice thereof to Lessee, this Lease and such Options 
shall be deemed prior to such Security Device, notwithstanding the relative 
dates of the documentation or recordation thereof.

     30.2 ATTORNMENT. Subject to the non-disturbance provisions of Paragraph 
30.3, Lessee agrees to attorn to a Lender or any other party who acquires 
ownership of the Premises by reason of a foreclosure of a Security Device, 
and that in the event of such foreclosure, such new owner shall not: (i) be 
liable for any act or omission of any prior lessor or with respect to events 
occurring prior to acquisition of ownership, (ii) be subject to any offsets 
or defenses which Lessee might have against any prior lessor, or (iii) be 
bound by prepayment of more than one 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. ATTORNEY'S FEES. If any Party or Broker brings an action or proceeding to 
enforce the terms hereof or declare rights hereunder, the Prevailing Party 
(as hereafter defined) 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, 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 any 
emergency, and otherwise at reasonable times for the purposes 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 Lessor may reasonably deem necessary. Lessor may at any time 
place on or about the Premises or Building any ordinary "For Sale" signs and 
Lessor may at any time during the last one hundred 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. Lessee shall not conduct, nor permit to be conducted, either 
voluntarily or involuntarily, any auction upon the Premises without first 
having obtained Lessor's prior written consent. Notwithstanding anything to 
the contrary in this Lease, Lessor shall not be obligated to exercise any 
standard of reasonableness in determining whether to grant such consent.

34. SIGNS. Lessee shall not place any sign upon the 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 the 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 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 such 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 15.



MULTI-TENANT--GROSS                                Initials: -Illegible- 
-C- American Industrial                                      ----------- 
Real Estate Association 1993                                 -Illegible- 
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     37.2  ADDITIONAL OBLIGATIONS OF GUARANTOR. It shall constitute a Default 
of the Lessee under this Lease if any such Guarantor talks 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 Lessee.

     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 Lessee 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 better option cannot be exercised unless the 
prior Options to extend or renew this Lease have been validly exercised.

     39.4 EFFECT OF DEFAULT ON OPTIONS.

          (a) Lessee shall have no right to exercise an Option, 
notwithstanding any provision in the grant of Option to the contrary: (i) 
during the period commencing with the giving of any notice of Default under 
Paragraph 13.1 and continuing until the noticed Default is cured, or (ii) 
during the period of time any monetary obligation due Lessor from Lessee is 
unpaid (without regard to whether notion 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 notions 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 effect, notwithstanding Lessee's due 
and timely exercise of the Option, if, after such exercise and during the 
term of this Lease, (i) Lessee fails to pay 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 
presentation 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 partial 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.

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 of Lessor's 
agent or Lessee's agent and submission of grantor 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 herein.

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.

49.  See attached addendum to lease.

<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.

<TABLE>
<S>                                            <C>

Executed at: Carlsbad, California              Executed at: Carlsbad, California
             -------------------------------                -------------------------------

on:                                            on:  February 4, 1994
    ----------------------------------------       ----------------------------------------

BY LESSOR:                                     BY LESSEE:

      Equity Growth Investments,                 Berg Systems International, Inc.,
--------------------------------------------   --------------------------------------------
                                                 a subsidiary of S.B.S. Engineering, Inc.,
  A California General Partnership               a New Mexico Corporation
--------------------------------------------   --------------------------------------------

By:       /s/ Bob Harris                       By:       /s/ Stephen S. Dragg
    ----------------------------------------       ----------------------------------------
Name Printed:        Bob Harris                Name Printed:        Stephen S. Dragg
             -------------------------------                 ------------------------------
Title:                                         Title:       Chief Financial Officer
      --------------------------------------          -------------------------------------
By:                                            By:
    ----------------------------------------       ----------------------------------------
Name Printed:                                  Name Printed:
             -------------------------------                -------------------------------
Title:                                         Title:
      --------------------------------------         --------------------------------------
Address:  P.O. Box 1780                        Address:   5550 Midway Park Pl NE
        ------------------------------------           ------------------------------------
     La Mesa, California 91944                            Albuquerque, NM 87109
--------------------------------------------   --------------------------------------------
Telephone: (619) 589-7575                      Telephone: (505) 345-5353
                ----------------------------                   ----------------------------
Facsimile: (619) 462-8637                      Facsimile: (505) 345-9429
                ----------------------------                   ----------------------------

BROKER:  VOIT COMMERCIAL BROKERAGE             BROKER:  GRUBB & ELLIS BROKERAGE COMPANY

Executed at:                                   Executed at:
            --------------------------------               --------------------------------
on:                                            on:
    ----------------------------------------       ----------------------------------------
By:                                            By:
    ----------------------------------------       ----------------------------------------
Name Printed:     John R. McGrath, Jr.         Name Printed:   Kent A. Moore
             -------------------------------                -------------------------------
Title:     Vice President                      Title:     Vice President
      --------------------------------------         --------------------------------------
Address:  2103 Camino Vida Roble, Suite A      Address:  1921 Palomar Oaks Way, Suite 200
        ------------------------------------           ------------------------------------
        Carlsbad, California 92009                     Carlsbad, California 92008
--------------------------------------------   --------------------------------------------
Telephone: (619) 431-4800                      Telephone: (619) 438-7233
                ----------------------------                   ----------------------------

Facsimile: (619) 431-4818                      Facsimile: (619) 931-9181
                ----------------------------                   ----------------------------
</TABLE>

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) 597-6777.

<PAGE>
                                                                       ADDENDUM

                                                           DATE ________________


ADDENDUM TO LEASE DATED JANUARY 18, 1994 BY AND BETWEEN EQUITY GROWTH 
INVESTMENTS, A CALIFORNIA GENERAL PARTNERSHIP, AS "LESSOR", AND BERG
SYSTEMS INTERNATIONAL, INC., A SUBSIDIARY OF S.B.S. ENGINEERING INC., A NEW 
MEXICO CORPORATION, AS "LESSEE", FOR THE PREMISES KNOWN AS 2265 CAMINO VIDA 
ROBLE, CARLSBAD, CALIFORNIA.

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

49-A. RENT SCHEDULE: The rent schedule shall be as follows:

      Months 1-12: The rent shall be $6,773.00 per month;
      Months 13-27: The rent shall be $6,896.00 per month.

B. OPTION TO EXTEND LEASE TERM:

      (i)  Provided that the Lease is still in full force and effect and that 
           Lessee is not in default in the payment of rent or of any of the 
           other terms and conditions of the Lease, Lessor grants to Lessee 
           the option to extend the term of the Lease for two (2) additional 
           periods of one (1) year each, commencing on the following dates:

           a).  The first day following the termination date of the original
                term for the first one (1) year option to extend lease term 
                ("First Extended Term").

           b).  The first day following the termination date of the First 
                Extended Term for the second one (1) year option to extend 
                lease term ("Second Extended Term").

                Lessee shall give Lessor notice of exercise of the option for 
                the First Extended Term at least ninety (90) days prior to 
                the expiration date of the original term of the Lease. Lessee 
                shall give Lessor notice of exercise of the option for each 
                successive Extended Term at least ninety (90) days prior to 
                the expiration date of the immediately preceding Extended Term.
                The failure of Lessee to exercise the option for any one 
                Extended Term of the lease shall terminate all the successive
                options to extend the lease term. Except for the rental 
                adjustment as hereinafter set forth, all other terms and 
                conditions of the Lease shall apply to each Extended Term.

           c).  Lessee agrees to pay to Lessor as rent for the Premises the 
                sums set forth below:

                (a)  Six Thousand Five Hundred Twenty One & 00/100ths 
                     ($6,521.00) Dollars per month for the First Extended Term.

                (b)  Six Thousand Six Hundred Forty-Four & 00/100ths 
                     ($6,644.00) Dollars per month for the Second Extended Term.

           d).  All rent shall be payable to Lessor in advance on or before 
                the first day of each and every calendar month during the 
                applicable Extended Term of the Lease, without deduction, 
                offset, prior notice or demand.

C.  TENANT IMPROVEMENTS: Lessor, at Lessor's cost, shall construct 
    tenant improvements in accordance with the floor plan submit by 
    Lessee with its original offer dated January 6, 1994 plus revisions 
    (see attached Exhibit "B"). The cost of said tenant improvements, 
    which Lessor is responsible to construct and pay for, shall not 
    exceed Forty-Seven Thousand Five Hundred Dollars ($47,500.00). 
    Building plans specifying the floor plan and materials to be used 
    shall be prepared and agreed upon by both parties in writing prior 
    to construction of the improvements and within fifteen (15) days of 
    full execution of the Lease.

<PAGE>

                                                                        ADDENDUM

                                                                 DATE __________

ADDENDUM TO LEASE DATED JANUARY 18, 1994 BY AND BETWEEN EQUITY GROWTH 
INVESTMENTS, A CALIFORNIA GENERAL PARTNERSHIP, AS "LESSOR", AND BERG SYSTEMS 
INTERNATIONAL, INC., A SUBSIDIARY OF S.B.S. ENGINEERING INC., A NEW MEXICO 
CORPORATION, AS "LESSEE", FOR THE PREMISES KNOWN AS 2265 CAMINO VIDA ROBLE, 
CARLSBAD, CALIFORNIA.

________________________________________________________________________________

                                  (Continued)

     The Lease shall be contingent upon mutual agreement, in writing, of the 
     tenant improvement plans.  Upon such agreement, Lessor shall eliminate the 
     dollar limit from this provision and shall complete the tenant improvements
     per the agreed upon plans.  Any changes to the agreed upon plans shall be 
     made at Lessee's expense.  Lessee hereby removes the conductive floor tile 
     from the list of improvements to be made by Lessor.

D.   CONTINGENCIES OF LEASE:  This lease shall be contingent upon the 
     following for a period of thirty (30) days from the date of full execution:

     1.   Lessor obtaining a building permit for said tenant improvements:

     2.   Lessee obtaining a business license and/or occupancy permit from 
          the City of Carlsbad to occupy the premises with its intended use.
          Lessee agrees that Lessor shall not be obligated to begin the tenant
          improvement process until Lessee waives this contingency in writing.
          Further, Lessee acknowledges this contingency may affect Lessor's 
          ability to deliver the premises with completed tenant improvements 
          by the stated commencement date.

E.   REPRESENTATION AND COVENANTS REGARDING HAZARDOUS WASTES:

     (i)  COVENANTS.  Lessee and Lessor shall at all times comply with 
          applicable local, state and Federal laws, ordinances and regulations 
          relating to Hazardous Substances.  Lessee shall, at its own expense, 
          maintain in effect any permits, licenses, or other governmental 
          approvals, if any, required for Lessee's use of the Premises.  Lessee
          shall make all disclosures required of Lessee by any such laws, 
          ordinances, and regulations, and shall comply with all orders with 
          respect to Lessee's use of the Premises issued by any governmental 
          authority having jurisdiction over the Premises and take all action 
          required of such governmental authorities to bring the Lessee's 
          activities on the Premises into compliance with all laws, rules, 
          regulations, and ordinances relating to Hazardous Substances and 
          affecting the Premises.

     (ii) INSPECTIONS:  Lessor, or its authorized agent, upon reasonable 
          notice to Lessee, shall have continuing access to the property and 
          all portions thereof, to inspect and test the premises to ensure 
          that the appropriate procedures are being observed in compliance 
          with all Hazardous Waste Law.

    (iii) NOTICES.  If at any time Lessee or Lessor shall become aware, or 
          have reasonable cause to believe, that any Hazardous Substance has 
          been released or has otherwise come to be located on or beneath the 
          Building, such party shall immediately upon discovering the release 
          or the presence or suspected presence of the Hazardous Substance,
          give written notice of that condition to the other party.  In 
          addition, the party first learning of the release or presence of a 
          Hazardous Substance on or beneath the Building, shall immediately 
          notify the other party in writing of (i) any enforcement, cleanup, 
          removal, or other governmental or regulatory action instituted, 
          completed, or threatened pursuant to any Hazardous Substance laws; 
          (ii) any claim made or threatened by any person against Lessor, 
          Lessee, the Premises, or the Building, arising out of or resulting 
          from any Hazardous Substances; and (iii) any reports made to any 
          local, state, or Federal environmental agency arising out of or in 
          connection with any Hazardous Substance.

<PAGE>

                                                                        ADDENDUM

                                                                 DATE __________

ADDENDUM TO LEASE DATED JANUARY 18, 1994 BY AND BETWEEN EQUITY GROWTH 
INVESTMENTS, A CALIFORNIA GENERAL PARTNERSHIP, AS "LESSOR", AND BERG SYSTEMS 
INTERNATIONAL, INC., A SUBSIDIARY OF S.B.S. ENGINEERING INC., A NEW MEXICO 
CORPORATION, AS "LESSEE", FOR THE PREMISES KNOWN AS 2265 CAMINO VIDA ROBLE, 
CARLSBAD, CALIFORNIA.

________________________________________________________________________________

                                  (Continued)

     (iv) INDEMNITY.  Lessee shall indemnify, defend (by counsel acceptable to 
          Lessor), protect, and hold harmless Lessor, and each of Lessor's 
          partners, directors, officers, employees, agents, attorneys, 
          successors, and assigns, from and against any and all claims, 
          liabilities, penalties, fines, judgments, forfeitures, losses, costs,
          or expenses (including attorneys' fees, consultants' fees, and expert
          fees) for the death of or injury to any person or damage to any
          property whatsoever, arising from or caused in whole or in part, 
          directly or indirectly, by (i) the presence in, on, under, or about 
          the Premises, or the Building, or any discharge or release in or 
          from the Premises, or the Building, of any Hazardous Substance but 
          only to the extent that any such presence, discharge, or release is 
          caused by Lessee's activities on the Premises; or (ii) Lessee's 
          failure to comply with any Hazardous Substance law to the extent 
          that compliance is required on account of Lessee's activities on 
          the Premises and not the extent that compliance is required solely 
          because Lessee, as the occupant of the Premises, is held 
          accountable for 

          Hazardous Substances on or about the Premises or 
          that are released by actions wholly independent of Lessee.  The 
          indemnity obligation created hereunder shall include, without 
          limitation, and whether foreseeable or unforeseeable, any and all 
          costs incurred in connection with any site investigation, and any 
          and all costs for repair cleanup, detoxification, decontamination,
          or other remedial action of the Premises, or the Building.

     (v)  HAZARDOUS SUBSTANCES:  As used in this Paragraph 53 the term 
          "Hazardous Substances" means any hazardous or toxic substances, 
          materials or wastes, including, without limitation, those 
          substances, materials, and wastes listed in the United States 
          Department of Transportation Hazardous Materials Table (49 CFR 
          172.101) or by the Environmental Protection Agency as hazardous 
          substances (40 CFR Part 302) and amendments thereto, or such 
          substances, materials, and wastes that are or become regulated 
          under any applicable local, state, or Federal law including, 
          without limitation, any material, waste, or substance that is 
          (i) petroleum; (ii) asbestos; (iii) polychlorinated biphenyl; 
          (iv) defined as "hazardous waste", "extremely hazardous waste", or 
          "restricted hazardous waste" under Sections 25115, 25117, or 25122.7,
          or listed pursuant to Section 25140 of the California Health and 
          Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law);
          (v) defined as a "hazardous substance" under Section 25316 of the 
          California Health and Safety Code, Division 20, Chapter 6.8 
          (Carpenter-Presley-Tanner Hazardous Substance Account Act); 
          (vi) defined as a "hazardous material", "hazardous substance", or
          "hazardous waste" under Section 25501 of the California Health and 
          Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release
          Response Plans and Inventory); (vii) defined as a "hazardous 
          substance" under Section 25281 of the California Health and Safety 
          Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous 
          Substances); (viii) designated as a "hazardous substance" pursuant 
          to Section 311 of the Clean Water Act, 33 U.S.C. 1251 ET, SEQ.
          (33 U.S.C. 1321), or listed pursuant to Section 307 of the Clean 
          Water Act (33 U.S.C. 1317); (ix) defined as a "hazardous waste" 
          pursuant to Section 1004 of the Resource Conservation and Recovery
          Act, 42 U.S.C. 6901, ET SEQ. (42 U.S.C. 6903); or (x) defined as a 
          "hazardous substance" pursuant to Section 101 of the Comprehensive 
          Environmental Response Compensation, and Liability Act, 
          42 U.S.C. 9601, ET SEQ. (42 U.S.C. 6201).


<PAGE>

                                                                        ADDENDUM

                                                                 DATE __________

ADDENDUM TO LEASE DATED JANUARY 18, 1994 BY AND BETWEEN EQUITY GROWTH 
INVESTMENTS, A CALIFORNIA GENERAL PARTNERSHIP, AS "LESSOR", AND BERG SYSTEMS 
INTERNATIONAL, INC., A SUBSIDIARY OF S.B.S. ENGINEERING INC., A NEW MEXICO 
CORPORATION, AS "LESSEE", FOR THE PREMISES KNOWN AS 2265 CAMINO VIDA ROBLE, 
CARLSBAD, CALIFORNIA.

________________________________________________________________________________

F.   NOTICE TO OWNERS, BUYERS AND TENANTS REGARDING HAZARDOUS WASTES, 
     SUBSTANCES OR MATERIALS AND UNDERGROUND STORAGE TANKS:

     In recent years, numerous federal and state environmental laws and 
     regulations have been enacted to address problems caused by hazardous 
     wastes, substances and materials.  Among other things, such laws and 
     regulations (1) require and regulate the clean-up of hazardous 
     substances releases; (2) establish requirements for the use, modification,
     abandonment and closure of underground storage tanks; (3) regulate the use,
     storage, handling, treatment and disposal of a wide variety of hazardous 
     wastes, substances and materials; and (4) establish reporting requirements
     triggered by hazardous materials releases.

     Some of these laws and regulations establish broad liability schemes.  For
     example, under the federal "Superfund Act", owners, tenants and other 
     users of property may in some circumstances be held liable, regardless of 
     fault, for clean-up costs and damages resulting from a release of 
     hazardous substances to that property.  The definitions of hazardous 
     wastes, substance and materials under these laws are broad as well:  
     petroleum-based products, paint and solvents, lead, cyanide, DDT, 
     printing inks, acids, pesticides, ammonium compounds, asbestos, and PCBs
     are among the many substances that may be subject to regulation.

     Hazardous wastes, substances and materials and underground storage tanks 
     may be present at any type of real property, whether improved or 
     unimproved.  Therefore, Scher-Voit Commercial Brokerage Company, Inc., 
     ("Broker") urges prospective property owners, buyers and tenants to consult
     experienced legal counsel and technical advisors to determine the 
     potential impact of these environmental laws and regulations with respect 
     to any proposed real estate transaction.  If hazardous wastes, substances 
     or material have been or will be used, stored, handled, treated or 
     disposed of on the property, legal advice is essential to identify any 
     required permits and approvals to determine whether clean-up or removal 
     activities are needed, to evaluate the applicability of reporting 
     requirements, and to draft and negotiate contract provisions to minimize 
     potential liability and maximize potential rights liability and maximize 
     potential rights under environmental and other laws.  The services of 
     technical consultants will also be needed to estimate the costs of 
     compliance with applicable laws and regulations, to conduct site 
     investigations and building inspections, and perhaps to research past 
     uses of the property.  A complete site history may indicate whether it is 
     likely that hazardous wastes, substances or materials or underground 
     storage tanks are present at the property.

     Broker makes no representations regarding the existence or nonexistence 
     of hazardous wastes, substances or materials or underground storage 
     tanks at any property that is the subject of any proposed real estate 
     transaction.  Although Broker will disclose all information in its 
     actual possession regarding the existence of hazardous wastes, substances 
     or materials or underground storage tanks at the property, it has not 
     conducted investigation or obtained reports on these matters, except as 
     may be stated in a separate written document signed by Broker.  Broker 
     bears no responsibility for conducting any such investigations or providing
     any such reports other than to disclose information in its possession.  
     As discussed above, prospective owners, buyers and tenants are urged to 
     contact experienced technical and legal professionals for advice 
     regarding these matters.



<PAGE>
                                                               ADDENDUM

                                                               DATE_____________


ADDENDUM TO LEASE DATED JANUARY 18, 1994 BY AND BETWEEN EQUITY GROWTH 
INVESTMENTS, A CALIFORNIA GENERAL PARTNERSHIP, AS "LESSOR", AND BERG SYSTEMS 
INTERNATIONAL, INC., A SUBSIDIARY OF S.B.S. ENGINEERING INC., A NEW MEXICO 
CORPORATION, AS "LESSEE", FOR THE PREMISES KNOWN AS 2265 CAMINO VIDA ROBLE, 
CARLSBAD, CALIFORNIA.
--------------------------------------------------------------------------------

G.  NOTICE TO OWNERS AND PROSPECTIVE TENANTS AND BUYERS OF REAL PROPERTY 
    REGARDING THE AMERICANS WITH DISABILITIES ACT:

    Please be advised that an Owner or Tenant of real property may be subject 
    to the Americans with Disabilities Act (the ADA), a Federal Law codified at
    42 USC Section 12101 et seq. Among other requirements of the ADA that could
    apply to your property, Title III of the ADA requires Owners and Tenants of
    "public accommodations" to remove barriers to access by disabled persons or
    provide auxiliary aids and services for hearing, vision or speech impaired
    persons by January 26, 1992. The regulations under Title III of the ADA are
    codified at 28 CFT Part 36.

    We recommend that you and your attorney review the ADA and the 
    regulations, and, if appropriate, your proposed lease or purchase agreement,
    to determine if this law would apply to you, and the nature of the
    requirements. These are legal issues. YOU ARE RESPONSIBLE FOR CONDUCTING
    YOUR OWN INDEPENDENT INVESTIGATION OF THESE ISSUES. SCHER-VOIT COMMERCIAL
    BROKERAGE COMPANY, INC. CANNOT GIVE YOU LEGAL ADVICE ON THESE ISSUES. Lessor
    shall be responsible for any improvements required by the appropriate
    governmental authority necessary to conform with the provisions of the
    A.D.A.

    Please acknowledge your receipt of those notices by signing and dating
    below.


    LESSOR:     EQUITY GROWTH INVESTMENTS,
                A CALIFORNIA GENERAL PARTNERSHIP


By: /s/Bob Harris                                            2/8/94
   -------------------                                   ---------------
       Bob Harris                                             Date


   LESSEE:     BERG SYSTEMS INTERNATIONAL, INC.,
               A SUBSIDIARY OF S.B.S. ENGINEERING, INC.,
               A NEW MEXICO CORPORATION


By: /s/Stephen S. Dragg                                   February 4, 1994
   ----------------------                                ------------------
       Stephen S. Dragg                                         Date


By: 
   ----------------------                                -------------------
                                                                Date

<PAGE>

                                  EXHIBIT "C"

GRUBB & ELLIS COMPANY
COMMERCIAL REAL ESTATE SERVICES
STATE OF CALIFORNIA

                    SALE/LEASE AMERICANS WITH DISABILITIES ACT
                        AND HAZARDOUS MATERIALS DISCLOSURE

     The United States Congress has enacted the Americans With Disabilities 
Act. Among other things, this act is intended to make many business 
establishments equally accessible to persons with a variety of disabilities; 
modifications to real property may be required. State and local laws also may 
mandate changes. The real estate brokers in this transaction are not 
qualified to advise you as to what, if any, changes may be required now, or 
in the future. Owners and tenants should consult the attorneys and qualified 
design professionals of their choice for information regarding these matters. 
Real estate brokers cannot determine which attorneys or design professionals 
have the appropriate expertise in this area.

     Various construction materials may contain items that have been or may 
be in the future be determined to be hazardous (toxic) or undesirable and may 
need to be specifically treated/handled or removed. For example, some 
transformers and other electrical components contain PCB's, and asbestos has 
been used in components such as fire-proofing, heating and cooling systems, 
air duct insulation, spray-on and tile acoustical materials, linoleum, floor 
tiles, roofing, dry wall and plaster. Due to prior or current uses of the 
Property or in the area, the Property may have hazardous or undesirable 
metals, minerals, chemicals, hydrocarbons, or biological or radioactive items 
(including electric and magnetic fields) in soils, water, building 
components, above or belowground containers or elsewhere in areas that may or 
may not be accessible or noticeable. Such items may leak or otherwise be 
released. Real estate agents have no expertise in the detection or correction 
of hazardous or undesirable items. Expert inspections are necessary. Current 
or future laws may require clean up by past, present and/or future owners and 
/or operators. It is the responsibility of the Seller/Lessor and Buyer/Tenant 
to retain qualified experts to detect an correct such matters and to consult 
with legal counsel of their choice to determine what provisions, if any, they 
may wish to include in transaction documents regarding the Property.

     To the best of Seller/Lessor's knowledge, Seller/Lessor has attached to 
this Disclosure copies of all existing surveys and reports known to 
Seller/Lessor regarding asbestos and other hazardous materials and 
undesirable substances related to the Property. Sellers/Lessors are required 
under California Health and Safety Code Section 25915 et seq. to disclose 
reports and surveys regarding asbestos to certain persons, including their 
employees, contractors, co-owners, purchasers and tenants. Buyers/Tenants 
have similar disclosure obligations. Sellers/Lessors and Buyers/Tenants have 
additional hazardous materials disclosure responsibilities to each other 
under California Health and Safety Code Section 25359.7 and other California 
laws. Consult your attorney regarding this matter. Grubb & Ellis Company is 
not qualified to assist you in this matter or provide you with other legal or 
tax advice.

       SELLER/LESSOR                                 BUYER/TENANT

By: /s/Bob Harris                               By: /s/Stephen S. Dragg
   ------------------------                        ----------------------------
                                                       Stephen S. Dragg

Title: Property manager                         Title: Chief Financial Officer
      ---------------------                           -------------------------

Date:  2/8/94                                   Date:  February 4, 1994
      ---------------------                           -------------------------

<PAGE>


                                   EXHIBIT "B"

                                   [FLOORPLAN]



<PAGE>


ADDENDUM TO LEASE DATED JANUARY 18, 1994 BY AND BETWEEN EQUITY GROWTH 
INVESTMENTS, A CALIFORNIA GENERAL PARTNERSHIP, AS LESSOR, AND BERG SYSTEMS 
INTERNATIONAL, INC., A SUBSIDIARY OF S.B.S. ENGINEERING, INC., A NEW MEXICO 
CORPORATION, AS LESSEE, FOR THE PREMISES KNOWN AS 2265 CAMINO VIDA ROBLE, 
CARLSBAD, CALIFORNIA.
--------------------------------------------------------------------------------

Lessor and Lessee agree to modify the above referenced lease as follows:

(1)  TERM:

     The term of the Lease shall be two (2) years and three (3) months 
     ("Original Term") commencing May 1, 1994 ("Commencement Date") and ending
     July 31, 1996 ("Expiration Date").



AGREED AND ACCEPTED:

Lessor: /s/ [illegible]                                         Date: 6/8/94
       --------------------------------                        ---------------
       Equity Growth Investments,                      
       A California General Partnership


Lessee: /s/ [illegible]                                         Date: 6/10/94
       ---------------------------------                       ---------------
       Berg Systems International, Inc.,
       A Subsidiary of S.B.S. Engineering, Inc.,
       A New Mexico Corporation