SINGLE-TENANT INDUSTRIAL LEASE
                          (TRIPLE NET)

                            LANDLORD:

                AEW/LBA ACQUISITION CO. 11, LLC,
             a California limited liability company


                             TENANT:
                          CYMER, INC.,
                      a Nevada corporation

                  STANDARD FORM SINGLE-TENANT INDUSTRIAL LEASE

                             TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section   Title                                                  Page
  <C>     <S>                                                     <C>
          SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS      iii
  1.      Premises                                                 1
  2.      Term                                                     1
  3.      Rent                                                     3
  4.      Triple Net Lease                                         4
  5.      Security Deposit                                         4
  6.      Use                                                      4
  7.      Payments and Notices                                     6
  8.      Brokers                                                  6
  9.      Surrender; Holding Over                                  7
  10.     Taxes                                                    7
  11.     Repairs                                                  8
  12.     Alterations                                              8
  13.     Liens                                                    9
  14.     Assignment and Subletting                                9
  15.     Entry by Landlord                                       10
  16.     Utilities and Services                                  10
  17.     Indemnification and Exculpation                         10
  18.     Damage or Destruction                                   11
  19.     Eminent Domain                                          12
  20.     Tenant's Insurance                                      13
  21.     Waiver of Subrogation                                   14
  22.     Tenant's Default and Landlord's Remedies                14
  23.     Landlord's Default                                      16
  24.     Subordination                                           16
  25.     Estoppel Certificate                                    16
  26.     Easements                                               17
  27.     Modification and Cure Rights of Landlord's Mortgagees
          and Lessors                                             17
  28.     Quiet Enjoyment                                         17
  29.     Transfer of Landlord's Interest                         17
  30.     Limitation on Landlord's Liability                      17
  31.     Miscellaneous                                           17
  32.     Lease Execution                                         19
</TABLE>

EXHIBITS
<TABLE>
<S>     <C>    <S>
EXHIBIT "A"    Site Plan
EXHIBIT "B"    Legal Description of Premises
EXHIBIT "C"    Work Letter Agreement
               Schedule 1 Description of Conceptual Plans
EXHIBIT "D"    Sample Form of Notice of Lease Term Dates
EXHIBIT "E"    Environmental Questionnaire
EXHIBIT "F"    Sample Form of Tenant Estoppel Certificate
EXHIBIT "G"    Description of Parking Lot Improvements
EXHIBIT "H"    Prior Occupant's FF&E
</TABLE>


          STANDARD FORM SINGLE-TENANT INDUSTRIAL LEASE

                     INDEX OF DEFINED TERMS

<TABLE>
<S>                                                              <C>
Abandonment                                                      14
Acquisition Costs                                                 1
Acquisition Date                                                  3
Actual Commencement Date for Manufacturing Building              iii
Actual Commencement Date for Office Building                     iii
Actual Commencement Date for Parking Lot                         iii
Basic Elements                                                    8
Buildings                                                        iii
Business Day                                                      6
Cap                                                              13
Conceptual Plans                                                 Exhibit C
Depository                                                       12
Early Occupancy Date                                              2
Effective Date                                                    1
Event of Default                                                 14
Extension Option                                                  2
Extension Options                                                 2
Fair Market Rental                                                2
Force Majeure Delays                                             18
Hazardous Materials                                               5
Indemnified Claims                                               11
Insurance Failure Notice                                         11
Landlord                                                          1
Landlord Indemnified Parties                                      5
Landlord's Parties                                                5
Laws                                                              1
Lease                                                             1
Losses                                                            1
Manufacturing Building                                           iii
Manufacturing Building Allowance                                 Exhibit C
Office Building                                                  iii
Office Building Allowance                                        Exhibit C
Option Period                                                     2
Parcel 1                                                         iii
Parcel 2                                                         iii
Parking Lot                                                      iii
Parking Lot Improvement Costs                                     1
Parking Lot Improvements                                          1
PCBs                                                              5
Permitted Assignees                                              10
Permitted Business                                                9
Pre-Approved Change                                               8
Premises                                                         iii
Proceeds                                                         12
Property                                                         iii
Real Property Taxes                                               7
Respective Commencement Dates                                     2
Restoration                                                      11
Restore                                                          11
Substantial Completion                                            1
Substantially Complete                                            1
Summary                                                           1
Tenant                                                            1
Tenant Change                                                     8
Tenant Changes                                                    8
Tenant Improvement Allowance Items                               Exhibit C
Tenant Improvements                                              Exhibit C
Tenant Indemnified Parties                                        5
Tenant's Parties                                                  5
Term                                                              1
Transfer                                                         10
Transfer Date                                                    10
Transfer Notice                                                  10
Transfer Fee                                                     10
Vacation                                                         14
Work Letter                                                       2
</TABLE>

       SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS

This SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS ("Summary") is hereby
incorporated into and made a part of the attached Single-Tenant Industrial 
Lease which pertains to the Premises described in Section 1.3 below.  All 
references in the Lease to the "Lease" shall include this Summary.  All 
references in the Lease to any term defined in this Summary shall have the
meaning set forth in this Summary for such term.  Any initially capitalized
terms used in this Summary and any initially capitalized terms in the Lease 
which are not otherwise defined in this Summary shall have the meaning given
to such terms in the Lease.

1.1     Landlord's Address:     AEW/LBA Acquisition Co. 11, LLC

                   c/o Layton Belling Associates 10251 Vista
                   Sorrento Parkway, Suite 100 San Diego,
                   California 92121
                   Attn: Mr. David C. Thomas
                   Telephone: (619) 597-8795
                   Facsimile:  (619) 597-0242

1.2     Tenant's Address:       Cymer, Inc.

       16275 Technology Drive
       San Diego, California 92127-1815
       Attn:   Chief Financial Officer
       Telephone:   (619) 487-2442
       Facsimile:  (619) 487-2441

1.3 Premises: The industrial development located at 16750 Via Del
    Campo  Court and an adjacent undeveloped parcel, in the  City
    of  San  Diego,  County of San Diego State of California,  as
    shown  on the site plan attached hereto as Exhibit "A".   The
    real property ("Property") which is a part of the Premises is
    more  particularly described in Exhibit "B" attached  hereto.
    The   Premises  includes  all  buildings,  improvements   and
    facilities, now or subsequently located on the Property  from
    time  to  time, including, without limitation,  the  one  (1)
    building  of approximately 36,959 square feet of  space  (the
    "Office  Building"),  the one (1) building  of  approximately
    100,205  square feet of space (the "Manufacturing  Building")
    (the  Office  Building  and  the Manufacturing  Building  are
    hereinafter  sometimes  collectively  referred  to   as   the
    "Buildings"  and the portion of the Property  underlying  the
    Buildings is described, and defined herein, as "Parcel 1"  on
    Exhibit  "B"  attached hereto), both of which  Buildings  are
    currently  located on the Property, as depicted on  the  site
    plan  attached hereto as Exhibit "A".  The aggregate rentable
    square  feet  of the Buildings is 137,164 square  feet.   The
    Premises  also  includes  that certain  lot  (described,  and
    defined herein, as "Parcel 2" on Exhibit "B" attached hereto)
    which  shall be improved by Landlord in accordance  with  the
    terms of Section 1.2 of the Lease (the "Parking Lot").

1.4 Estimated Commencement Date for Office Building: December 16,
    1996; Actual Commencement Date for Office
    Building: Fifteen (15) calendar days after Landlord's
    delivery of the Office Building in the condition required by
    Section 2.3 of the Lease.

1.5 Actual Commencement Date for Manufacturing Building: June 1,
    1997

1.6 Estimated Commencement Date for Parking Lot: March  1,  1997;
    Actual Commencement Date for Parking Lot to be determined  as
    provided in Section 1.2 of the Lease.

1.7 Lease  Expiration Date: January 1, 201 0, subject to two  (2)
    extension options of five (5) years each pursuant to  Section
    2.4 of the Lease.

1.8 Rent for Office Building and Manufacturing Building:
<TABLE>
<CAPTION>
               Monthly Rent                                   Annual Rent
Year     Office Building/Manufacturing Building     Office Building/Manufacturing Building
  <C>           <C>                                      <C>
  1             $35,111.05/$95,194.75                    $421,332.60/$1,142,337.00
  2             $36,164.38/$98,050.59                    $433,972.58/$1,176,607.11
  3             $37,249.31/$100,992.11                   $446,991.76/$1,211,905.32
  4             $38,336.79/$104,021.87                   $460,401.51/$1,248,262.48
  5             $39,517.80/$107,142.53                   $474,213.55/$I,285,710.36
  6             $40,703.33/$110,356.81                   $488,439.96/$1,324,281.67
  7             $41,924.43/$113,667.51                   $503,093.16/$1,364,010.12
  8             $43,182.16/$117,077.54                   $518,185.95/$1,404,930.42
  9             $44,477.63/$120,589.86                   $533,731.53/$1,447,078.33
  10            $45,811.96/$124,207.56                   $549,743.48/$1,490,490.68
  11            $47,186.32/$127,933.78                   $566,235.78/$1,535,205.41
  12            $48,601.90/$131,771.80                   $583,222.86/$1,581,261.57
  13            $50,059.96/$135,724.95                   $600,719.54/$1,628,699.41
</TABLE>
For purposes of calculating Rent for the Manufacturing Building, Year 1 shall
be deemed to end on the day prior to the first anniversary of the Actual 
Commencement Date for Office Building, and Year 2 and all subsequent years of
the Term as it relates to the Manufacturing Building will commence on the 
respective anniversary dates of the Actual Commencement Date for Office
Building.  Annual Rent is specified on an annualized basis, and if any Year 
specified above does not contain twelve (12) months, the Rent payable during 
such Year shall be appropriately prorated.

1.9 Rent  for Parking Lot: Tenant shall pay Landlord Annual  Rent
    for  the  Parking  Lot in an initial amount equal  to  twelve
    percent  (12%)  of the sum of the (i) Acquisition  Costs  (as
    defined in Section 1.2 of the Lease) and the (ii) Parking Lot
    Improvement  Costs (as defined in Section 1.2 of the  Lease).
    Commencing   on   the  first  anniversary   of   the   Actual
    Commencement  Date for Parking Lot, and on  each  anniversary
    date  thereafter,  the Annual Rent for Parking  Lot  will  be
    increased  by  three  percent  (3%)  of  the  amount  payable
    immediately prior to such adjustment date.

1.10 Security Deposit: $2,224,41 6.00, subject to return as set
    forth in Section 5 of the Lease.

1.11 Permitted Use: The Office Building may be used only for
    general office purposes and, to the extent allowed by
    applicable law, research and development and laboratory use.
    The Manufacturing Building may be used only for research,
    development, design, fabrication, storage, light
    manufacturing and assembly and any other use allowed by
    applicable law.  The Parking Lot may be used only for the
    parking of vehicles by Tenant's employees, agents,
    contractors, invitees and visitors.

1.12 Brokers: John Burnham & Company representing Landlord and
    The Irving Hughes Group representing Tenant.

1.13  Interest  Rate: The lesser of: (a) the rate announced  from
    time  to  time  by Wells Fargo Bank or, if Wells  Fargo  Bank
    ceases to exist or ceases to publish such rate, then the rate
    announced  from time to time by the largest (as  measured  by
    deposits)  chartered operating bank operating in  California,
    as  its  "prime rate" or "reference rate", plus three percent
    (3%); or (b) the maximum rate permitted by law.

1.14 Tenant Improvements: The tenant improvements installed or to
    be  installed in the Premises by Tenant, as described in  the
    Work Letter Agreement attached hereto as Exhibit "C".

                 SINGLE-TENANT INDUSTRIAL LEASE

This LEASE ("Lease"), which includes the preceding Summary of Basic Lease 
Information and Definitions ("Summary") attached hereto and incorporated 
herein by this reference, is made as of the 19th day of December, 1996, by
and between AEW/LBA ACQUISITION CO. 11, LLC, a California limited liability
company ("Landlord"), and CYMER, INC., a Nevada corporation ("Tenant").

1.  Premises.

1.1     Lease of Premises.  Landlord hereby leases to Tenant and Tenant 
hereby leases from Landlord the Premises upon and subject to the terms, 
covenants and conditions contained in this Lease to be performed by each party.

1.2   Parking Lot.  Promptly following the Acquisition Date (as defined in 
Section 2.5 below), Landlord shall begin construction of facilities for 
parking on a portion of the Parking Lot (the "Parking Lot Improvements") as 
described on Exhibit "G" attached hereto.  Landlord shall cause the Parking 
Lot Improvements to be constructed in accordance with all then-applicable
laws.  The "Actual Commencement Date for the Parking Lot" shall occur upon
Substantial Completion of the Parking Lot Improvements.  "Substantial
Completion" or "Substantially Complete" is herein defined as the date upon 
which all of the following have been satisfied:  (i) construction of the 
Parking Lot Improvements is complete, as determined by Landlord's 
construction  contractor; (ii) Landlord has obtained all permits or approvals 
from the City of San Diego as may be necessary for the use of the Parking Lot
Improvements as a parking lot and delivered evidence of same to Tenant;  and 
(iii)  Tenant has accepted the Parking Lot Improvements (Tenant may not 
accept the Parking Lot Improvements only if they are not constructed 
substantially in accordance with the requirements of Exhibit "G", or if they
do not comply with then-applicable laws, and Tenant's failure to give Landlord
written notice of Tenant's non-acceptance of the Parking Lot Improvements 
within five (5) business days following the date of Tenant's receipt of 
written notice of the satisfaction of clause (i) above and clause (ii) above 
(accompanied by materials to be delivered pursuant to clause (ii) above) will be
deemed Tenant's acceptance of the Parking Lot Improvements).  Upon Substantial
Completion of the Parking Lot Improvements, Landlord shall assign to Tenant
all warranties for the Parking Lot Improvements from Landlord's construction
contractor and all warranties available at law or in equity and Landlord 
shall have no further obligations or liabilities to Tenant concerning the 
Parking Lot Improvements;  however, Landlord shall cooperate with Tenant as
necessary to enforce such warranties.  For purposes of calculating the Rent 
for the Parking Lot, (a) "Acquisition Costs" is defined as all reasonable 
costs and expenses incurred by Landlord in connection with or arising from the 
purchase of the Parking Lot including, without limitation, the purchase price,
escrow and title charges and fees, documentary and transfer taxes, recording
costs, loan fees and costs, if any, attorneys fees and any and all other 
costs or expenses of such purchase, and  (b) "Parking Lot Improvement Costs" 
is defined as all reasonable hard and soft costs incurred by Landlord in 
connection with or arising from the design and construction of the Parking
Lot Improvements, including, without limitation, design, drafting, 
architecture and engineering fees, permitting and other governmental fees 
and charges, and costs, contractor and subcontractor charges and fees and 
any and all other costs or expenses of construction.  The Rent for the Parking 
Lot shall be paid in monthly installments equal to one-twelfth (1/12th) of the
Rent described in Section 1.9 of the Summary of Basic Lease Information and
Definitions.

1.3   AS-IS.  Tenant acknowledges and agrees that, except to the extent
specifically set forth in Section 1.2 above with respect to the construction
of the Parking Lot Improvements by Landlord, Landlord has not made, does not
make and specifically negates and disclaims any representations, warranties,
promises, covenants, agreements or guarantees of any kind or character
whatsoever concerning or with respect to (a) the value, nature, quality or
condition of the Premises; (b) the suitability of the Premises for any and
all activities and uses which Tenant may conduct thereon; (c) the compliance
of the Premises with any laws, rules, ordinances or regulations of any
applicable governmental authority or body, including, without limitation, 
environmental laws (collectively, "Laws"); (d) the habitability, 
merchantability, marketability, profitability or fitness for a particular 
purpose of the Premises; (e) the manner or quality of the construction or 
materials incorporated into the Premises; (f) the manner, quality, state of
repair or lack of repair of the Premises; or (g) any other matter with 
respect to the Premises. Tenant further acknowledges and agrees that having 
been given the opportunity to inspect the Premises, Tenant is relying solely on
its own investigation of the Premises and not on any information provided or to 
be  provided  by  Landlord.  Tenant further acknowledges and agrees that any 
information provided or to be provided by or on behalf of Landlord with 
respect to the Premises, was obtained from a variety of sources and that 
Landlord has not made any independent investigation or verification of such 
information and makes no representations as to the accuracy or completeness of 
such information.  Tenant further acknowledges and agrees that, except to the 
extent specifically set forth in Section 1.2 above with respect to the 
Parking Lot Improvements, the leasing of the Premises as provided for herein
is made on an "AS-IS" condition and basis with all faults.  Tenant and anyone 
claiming by, through or under Tenant hereby fully and irrevocably releases 
Landlord from any and all claims that it may now have or hereafter acquire 
against Landlord for any cost, loss, liability, damage, expense, demand, action 
or cause of action arising from or related to any construction defects, errors,
omissions or other conditions (excluding, however, environmental matters, now 
or hereafter affecting the Premises), except as otherwise specifically set 
forth herein (collectively, "Losses"), except to the extent (i) such Losses 
arise from the negligence or misconduct or breach of this Lease of or by 
Landlord or Landlord's Parties or (ii) Landlord has indemnified Tenant 
against such Losses. This release includes claims of which Tenant is presently 
unaware or which Tenant does not presently suspect to exist in its favor 
which, if known by Tenant, would materially affect Tenant's release of 
Landlord. Tenant specifically waives the provision of California Civil Code 
1542, which provides as follows: "A general release does not extend to claims 
which the creditor does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially affected 
his settlement with the debtor."

2.     Term.

2.1   Term; Notice of Lease Dates.  This Lease shall be effective upon the
date first above written (the  "Effective  Date"). Subject to Section 2.4(a)
below, the term of this Lease (the "Term") shall commence upon the Actual
Commencement Date for Office Building, the Actual Commencement Date for  
Manufacturing Building, and the Actual Commencement Date for Parking Lot with
respect to the Office  Building, Manufacturing Building and Parking Lot,
respectively (hereinafter the Actual Commencement Dates for the Office 
Building, the Manufacturing Building and the Parking Lot may be collectively
referred to as the "Respective Commencement  Dates").  Within ten (10) days
after Landlord's written request, Tenant and Landlord shall execute a written
confirmation of the Respective Commencement Dates in the form of the Notice
of Lease Term Dates attached hereto as Exhibit "D". The Notice of Lease Term 
Dates executed by Landlord shall be binding upon Tenant unless Tenant objects  
thereto in writing within such ten (10) day period.

2.2   Estimated Commencement Date for Parking  Lot.  It is estimated by the 
parties that Landlord will deliver possession of the Parking Lot, and that 
the Term of this Lease respecting the Parking Lot will commence on, the 
Estimated Commencement Date for Parking Lot set forth in Section 1.6 of the
Summary.  The Estimated Commencement Date for Parking Lot is merely an estimate
of the Actual Commencement Date for Parking Lot and, consequently, Tenant
agrees that Landlord shall have no liability to Tenant for any loss or 
damage, nor shall Tenant be entitled to terminate or cancel this Lease 
(except as set forth in Section 2.5 below) if the Term of this Lease 
respecting the Parking Lot does not commence by the Estimated Commencement Date
for Parking Lot for any reason whatsoever, including any delays in 
Substantial Completion of the Parking Lot Improvements.

If Landlord has not delivered possession of the Parking Lot by June 1, 1997,
due to Landlord's failure to Substantially Complete the Parking Lot
Improvements (as such date is subject to extension by one day for each day
Landlord is delayed in constructing the Parking Lot Improvements due to
Force Majeure Delays), then Tenant may, following delivery of written notice to
Landlord, construct the Parking Lot Improvements substantially in accordance  
with Exhibit "G".  In such event, the Actual Commencement Date for Parking
Lot shall be the earlier to occur of (i) the date of Substantial Completion
of the Parking Lot Improvements or (ii) ninety (90) days following the date
Tenant gives Landlord written notice of its election to construct the Parking
Lot Improvements.  Within thirty (30) days following Substantial Completion
of the Parking Lot Improvements and delivery to Landlord of evidence of the
lien-free completion thereof and the costs incurred by Tenant in connection 
therewith, Landlord will reimburse Tenant the actual cost of construction of
the  Parking Lot Improvements.  If Landlord fails to so reimburse Tenant 
within said thirty (30) day period, then the Rent for the Parking Lot will
be calculated without the inclusion of the Parking Lot Improvement Costs, 
notwithstanding Section 1.9 of the Summary to the contrary.

2.3    Delivery; Early  Occupancy.  Landlord shall deliver possession of all
of Parcel 1 on the first (lst) business day following the Acquisition Date 
(as that term is defined in Section 2.5 below) (the "Early Occupancy Date") for
purposes of construction of improvements to the Premises in accordance with
the Work Letter attached hereto as Exhibit "C" ("Work Letter"); provided, 
however, Tenant acknowledges that approximately 30,000 square feet of the
Manufacturing Building (in the  approximate location depicted on Exhibit "A")
and certain areas outside of the Manufacturing Building (as described on 
Exhibit "A") will be occupied by ALCOA (the current owner of the Premises) 
pursuant to a license for the purpose of removing certain trade fixtures,
equipment and personal property, which removal is expected to be completed 
by February 28, 1997.  Landlord represents and warrants to Tenant that such
license will require ALCOA to vacate such space by February 28, 1997 (with an
extension right to March 31, 1997).  Landlord will exercise good faith efforts 
to cause ALCOA to remove its trade fixtures, equipment and personal property 
and vacate such portion of the Manufacturing Building by February 28, 1997
(or March 31, 1997, as applicable) and will exercise all remedies available
under such license to cause such vacation.  Notwithstanding anything to the 
contrary contained in this Lease (including, but not limited to, the Work Letter
attached hereto), Tenant shall not perform or cause to be performed any tests
or studies affecting or relating to the soils or subsurface areas below the
Premises without prior written notice to and approval of Landlord, which 
approval shall not be unreasonably withheld or delayed.  Such early occupancy
shall be subject to all of the terms and conditions of this Lease (including,
without limitation, Sections 10, 17, 20 and 22) except that Tenant will not
be obligated to pay Monthly Rent for the Office Building or operating 
expenses for the Premises until the Actual Commencement Date for Office 
Building, and Tenant will not be obligated to pay Monthly Rent for the 
Manufacturing Building until the Actual Commencement Date for Manufacturing 
Building (however, Tenant will pay operating expenses associated with the 
entire Premises commencing on the Actual Commencement Date for Office Building).
Landlord shall deliver the Office Building and Manufacturing Building in
broom-clean condition and without any of ALCOA's trade fixtures, equipment or
personal property other than those items identified on Exhibit "H" attached 
hereto.

2.4   Options  to  Extend.   Tenant shall have two (2) options (individually,  
an "Extension Option" and collectively, the "Extension Options") to extend
the Term for a period (individually, an "Option Period") of five (5) years,
each commencing upon the Lease Expiration Date and the expiration of the
first (1st) Option Period, as the case may be, upon the same terms and
conditions previously applicable, except for the grant of any exercised
Extension Option and Annual Rent (which shall be determined as set forth
below).  Each Extension Option may be validly exercised only by notice in 
writing received by Landlord not later than twelve (12) months prior to 
commencement of the Option Period; provided, however, that the Extension 
Option may be validly exercised only if no material Event of Default exists
as of the date of exercise and, at Landlord's option, as of the commencement
of the Option Period.  If Tenant does not exercise an Extension Option during 
the exercise period set forth above in strict accordance with the provisions
hereof, the Extension Options shall forever terminate and be of no further 
force or effect.  The  Extension Options are personal to the original Tenant
and any Permitted Assignee, may not be exercised by any person or entity
other than the original Tenant or any Permitted Assignee, and shall become 
null and void if the original Tenant assigns its interest in this Lease or 
sublets any portion of the Premises to anyone other than a Permitted Assignee.

Annual Rent during each Option Period shall be equal to Fair Market Rental as
of the commencement of such Option Period.  For purposes hereof, "Fair Market
Rental" shall mean the base rent payable to a willing landlord by a willing
tenant having a similar  financial  responsibility,  credit rating and
capitalization as Tenant then has, taking into account all other relevant
factors for like and comparable space including, without limitation, the
uses permitted under this Lease,  the lack of obligation to construct Tenant 
Improvements, and the limited real estate commission payable, improved with
tenant improvements of like and comparable quality to those then existing in
the Premises in the Rancho Bernardo business district of San Diego (or, if no
comparable conditions exist in such area, then in the 1-15 corridor area of 
San Diego).  At least six (6) months prior to the  Option Period, Landlord 
shall notify Tenant of the Fair Market Rental as determined by Landlord.  Any 
dispute between the parties hereto with respect to the amount so determined 
shall be resolved by appraisal, as set forth below; provided, however, that
there shall be deemed not to be such a dispute unless Tenant notifies
Landlord thereof in writing within one (1) month after Landlord so notifies
Tenant of the Fair Market Rental and Tenant sets forth in such notice 
Tenant's determination of Fair Market Rental.  If, in the event of a dispute,
the appraisers have not determined the Fair Market Rental by commencement of
the Option Period, Tenant shall pay as Annual Rent the amount determined by
Landlord until such  time as the Fair Market  Rental has been determined by
arbitration,  whereupon  Tenant shall pay any additional amount due to 
Landlord based  upon  such  subsequent determination of Fair Market Rental.  
If the Annual Rent so  paid by  Tenant is higher than that ultimately
determined by the arbitration   process,   then  Landlord  shall   reimburse   
such difference to Tenant.

If Tenant timely notifies Landlord in writing of Tenant's dispute regarding
Landlord's determination of the  Fair  Market  Rental, then Fair Market 
Rental shall be determined as follows.  Landlord and  Tenant shall each
appoint one appraiser who shall by profession be a real estate appraiser 
active over the  five  (5) year  period  ending  on  the date of  such  
appointment  in  the appraisal  of commercial properties in San Diego County  
and  who shall  not  have been employed or engaged by either party  during
said  five (5) year  period.   Each  such  appraiser  shall  be appointed
within fifteen (15) days after Tenant  notifies Landlord of Tenant's dispute of 
Landlord's determination of Fair Market  Rental.   The  two appraisers so
appointed  shall  within fifteen  (15) days of the date of the appointment of  
the last appointed appraiser agree upon and appoint a third appraiser  who
shall be qualified under the same criteria set forth above.   The three
appraisers  shall,  within  thirty  (30)  days of the appointment of the
third appraiser, reach  a  decision  as  to whether  the  parties shall use 
Landlord's or Tenant's  submitted Fair  Market  Rental for the Premises, and
shall notify  Landlord and  Tenant  thereof.   Such decision shall  be  based  
upon the criteria and  variables set forth above.  The new Annual Rent shall
thereafter  be  equal to the Fair  Market  Rental  of  the Premises  so 
selected by the appraisers.  The  decision  of  the majority of the three 
appraisers shall be binding upon  Landlord and  Tenant.   If either Landlord
or Tenant fails to  appoint  an appraiser  within the time period specified
hereinabove,  the appraiser appointed by one of them shall reach a decision,
notify Landlord and Tenant thereof, and such appraisers decision shall be 
binding upon Landlord and Tenant.  If the two appraisers fail to agree upon
and appoint a third appraiser, the two appraisers shall request the presiding
judge of the Superior Court of San Diego, acting in his private capacity, or
the head of the local chapter of the leading appraisal group, to appoint  the  
third appraiser.  Each party shall pay for its own appraiser  and  one-half
(1/2) of the cost of the third appraiser.

Anything to the contrary herein notwithstanding,  Landlord and Tenant agree
that in no event shall Fair Market Rental  for  any full  calendar month 
during an Option Period, whether  determined by Landlord, by Tenant or by 
appraisal, ever be less than the Monthly  Rent  payable by Tenant for the
full calendar month immediately  preceding the Option Term for which Fair
Market Rental is to be determined.

2.5 Conditions Precedent.

(a) Tenant acknowledges that Landlord is currently in escrow  to
    acquire   the  Premises  and  Landlord  intends  to   deliver
    possession of Parcel 1 to Tenant within one (1) business  day
    following  the  date  Landlord  acquires  the  Premises  (the
    "Acquisition  Date").   Landlord's and  Tenant's  obligations
    under  this Lease are conditioned upon Landlord's acquisition
    of  the Premises on or before March 1, 1997.  If Landlord has
    not  acquired  the Premises by March 1, 1997,  then  Landlord
    shall  return the first month's Monthly Rent and the Security
    Deposit  to Tenant and this Lease shall terminate and neither
    party  shall  have  any  further  obligations  to  the  other
    hereunder.

(b) Landlord will not be obligated to deliver possession  of  the
    Premises  to  Tenant (but Tenant will be liable for  Rent  if
    Landlord   can  otherwise  deliver  the  Premises,   or   the
    applicable  portion thereof, to Tenant as required hereunder)
    until Landlord has received from Tenant all of the following:
    (i)  a  copy  of  this Lease fully executed by  Tenant;  (ii)
    evidence  satisfactory  to Landlord of  the  deposit  of  the
    Security Deposit in accordance with Section 5 below, and  the
    first  installment of Monthly Rent in accordance with Section
    3.1  below;  and  (iii) copies of policies  of  insurance  or
    certificates  thereof as required under Section  21  of  this
    Lease.

(c) If,  as  of  the  delivery of possession  of  the  Parcel  1,
    Landlord's interest in the Premises is subject to a  mortgage
    or  deed of trust, then Tenant's obligations hereunder  shall
    be subject to Landlord's delivery to Tenant of a commercially
    reasonable  non-disturbance agreement (which agreement  shall
    recognize Tenant's offset rights under the Work Letter).   If
    such  non-disturbance  agreement has not  been  delivered  to
    Tenant  by  the Actual Commencement Date for Office Building,
    Tenant  may  terminate this Lease by giving Landlord  written
    notice thereof within ten (10) days thereafter, but prior  to
    Landlord's delivery of such non-disturbance agreement.

3.      Rent.

3.1  Annual Rent.  Tenant agrees to pay Landlord, as rent for the Premises, 
the Annual Rent designated in Sections 1.8 and 1.9 of the Summary.  The 
Annual Rent shall be paid by Tenant in twelve (12) equal monthly installments 
of Monthly Rent in the amounts designated in Sections 1.8 and 1.9 of the
Summary in advance on the first  day of each and every calendar month 
commencing upon the Respective Commencement Dates, except that the first full
month's Monthly Rent for the Office Building and the Manufacturing Building
shall, upon execution of this Lease by Tenant,  be delivered into the escrow
referred to in Section 2.5(a) above with instructions for disbursement to 
Landlord upon (i) Landlord's acquisition of the Premises and (ii) the
determination of the escrow holder that it is in a position, without the
requirement for Landlord to satisfy any  additional conditions, to deliver to
Landlord (and deliver a copy to Tenant) an owner's policy of title insurance
insuring Landlord as the fee owner of the Property subject to Tenant's 
leasehold estate (as evidenced by a recorded memorandum of lease) in (a) first
priority  position  or  (b) second position,  provided  that  the policy also
evidences  the  recording  of  a  nondisturbance, recognition and attornment
agreement satisfying the requirements of Section 2.5(c) above executed by 
Tenant, Landlord and the holder of the lien shown on the title report as 
having priority over Tenant's leasehold estate.  Monthly Rent for any
partial month shall be prorated in the proportion that the number of days
this Lease is in effect during such month bears to  the  actual number of 
days in such month.

3.2  Additional Rent; Management Fee.  All amounts and charges payable by 
Tenant under this Lease in addition to the Annual Rent described in Section 
3.1 above shall be considered additional rent for the purposes of this Lease,
and the word "Rent" in this Lease shall include such additional rent unless 
the context specifically or clearly implies that only the Annual Rent is
referenced.  The Annual Rent and additional rent shall be paid to Landlord as
provided in Section 7, without any prior demand therefor and without any 
deduction or offset, in lawful money of the United States of America.  Tenant
shall pay to Landlord as additional rent an annual management fee equal to
two percent (2%) of Annual Rent for the Premises.  Such fee shall be payable
in twelve (1 2) equal monthly installments together with Monthly Rent.

3.3     Late Payments.  Late payments of Monthly Rent and/or any item of 
additional rent will be subject to interest and a late charge as provided in
Sections 22.6 and 22.7 below.

4.    Triple-Net  Lease.   All Rent shall be  absolutely net to Landlord so
that this Lease shall yield net to Landlord, the Rent to  be  paid each
month during the Term of this Lease. Accordingly, except as specifically set
forth herein, all costs, expenses and obligations of every kind or nature
whatsoever relating to the Premises (excepting the Acquisition Costs)  which
may arise  or  become due during the Term  of  this  Lease  with respect to 
the Premises shall be paid by Tenant.  Nothing herein contained shall be 
deemed to require Tenant to pay or  discharge any liens or mortgages of any
character whatsoever  which  may exist  or hereafter be placed upon the 
Premises by an affirmative act or omission of Landlord.

5.    Security Deposit.  Concurrently with the execution of this Lease,
Tenant shall deposit the Security Deposit designated  in Section 1.10 of the
Summary into an investment  escrow  account with Morgan Stanley or
Montgomery Securities  or  such  other investment company as is reasonably 
acceptable to both  Landlord and Tenant.  The escrow instructions for such 
account shall be subject to  Landlord's  prior  approval  and  must  provide  
the following: (i) Landlord will not acquire any rights to the monies in such
account until Landlord's acquisition of the Premises and delivery of 
possession of Parcel 1 as contemplated in Section 2.3 (unless such delivery
does not occur by reason of the failure of Tenant's obligations described in
Section 2.5(b) above) and Landlord has satisfied the conditions to
disbursement of the first full month's Monthly Rent set forth in Section 3.1
of this Lease; (ii) that Landlord shall have a first priority  security
interest in the monies in such account, (iii) Landlord will have access to 
the monies in such account upon Landlord's delivery of a certificate to the
escrow holder certifying that (A) there exists an Event of Default, and (B) 
Landlord is entitled to receive such payment(s) in the specified amount 
pursuant to the terms and conditions of the Lease; (iv) that Tenant shall have
the right to direct the investment decisions for  the  account provided  that
all such investments shall be  limited  to  those customarily  utilized in a
conservative pension  fund  investment portfolio; (v) that escrow shall
distribute all earnings from the account in excess of the then-required 
Security Deposit directly to Tenant;  and (vi) any funds remaining in the
account after thirty (30) days following the expiration or earlier termination
of this Lease for which Landlord has not requested disbursement pursuant to
clause (iii) above within said thirty (30) day period shall be returned to
Tenant.  If Landlord withdraws more  funds from the escrow account than
necessary to cure an Event of Default,  Landlord shall promptly re-deposit
such excess funds into the escrow account.  If Landlord fails to re-deposit
such funds into the escrow account within five (5) Business Days after
Landlord realizes or reasonably should have realized that Landlord had
withdrawn excess funds, Landlord shall also be obligated to pay to Tenant
interest on such amount at the Interest Rate from the expiration of such five
(5) Business Day period until the date of re-deposit.  Landlord may not 
request a withdrawal from the escrow account after thirty (30) days following
the expiration or sooner termination of  this  Lease. Tenant hereby 
acknowledges and agrees that Landlord shall have no liability or 
responsibility for any loss of principal or interest not caused by Landlord 
from such account and that Tenant  shall, within ten (10) days from the date
of any such loss, deposit cash into the account sufficient to restore the 
Security Deposit to its then-required amount.  The Security Deposit shall be
held as security for the full and faithful performance by Tenant  of  all
of  the  terms,  covenants and conditions of  this  Lease  to  be performed
by Tenant during the Term.  The Security  Deposit  is not, and may not be 
construed by Tenant to constitute, rent  for the last month or any portion
thereof.  If Tenant defaults  with respect to any of its obligations under 
this Lease, Landlord  may (but  shall not be required to) use, apply or 
retain all or any part of the Security Deposit for the payment of any rent or  
any other sum in default, or for the payment of any other  amount, loss or
damage which Landlord may spend, incur  or  suffer  by reason  of  Tenant's
default.  If any portion  of  the  Security Deposit is so used or applied, 
Tenant shall, within ten (10) days after demand therefor, deposit cash with 
Landlord in  an  amount sufficient to restore the Security Deposit to its
original amount.   The Security Deposit (or any balance thereof  remaining
following  Landlord's  use of the Security  Deposit  [or  portion thereof  as
permitted by this Lease] which has not been  restored by Tenant) shall be
returned to Tenant within thirty  (30)  days following the expiration of the
Lease Term.  If Landlord  sells its interest in the Premises during the Lease
Term  and  if Landlord  transfers  to the purchaser the  Security  Deposit  (or
balance thereof, and such purchaser acknowledges receipt thereof, then, upon
such sale, Landlord shall be  discharged  from  any further liability with 
respect to the Security Deposit.  So long as no Event of Default under this
Lease has occurred prior to the reduction  dates  set forth below, the 
required Security  Deposit shall be reduced in accordance with the following 
schedule if, on or before  the date for any scheduled reduction in the required
Security  Deposit, Landlord has not delivered a request for a withdrawal from
such account, accompanied by the  required certificate described above :
<TABLE>
<CAPTION>
                 Month of
         Lease Term respecting the
              Office Building                   Required Security Deposit
                     <C>                          <C>
            
                     1-12                         $2,224,416.00
                     
                     13-24                        $1,516,277.00
                     
                     25-36                        $808,138.00
                     
                     37-end                       $100,000.00

Landlord  will  waive  the requirement to maintain  the  Security Deposit 
upon the satisfaction of the following conditions: (i) at the time of 
Tenant's  request for such waiver,  Tenant  has  a tangible  net  worth  of
at least Seventy-Five  Million  Dollars ($75,000,000.00) and no Event of 
Default exists and  (ii)  during the immediately preceding six (6) month 
period, there has been no Event  of Default and Tenant has maintained a 
tangible net  worth of at least Seventy-Five Million Dollars ($75,000,000.00).

6.  Use.

6.1   General.   Tenant  shall use the Premises  solely  for  the Permitted
Use  specified in Section 1.1 I of  the  Summary,  and shall not use or 
permit the Premises to be used for any other use or  purpose  whatsoever.
Tenant shall,  at  its  sole  cost  and expense, observe and comply with all
requirements of any board of fire  underwriters or similar body relating to 
the Premises,  and all laws, statutes, codes, rules and regulations now or
hereafter in  force relating to or affecting the use, occupancy, alteration
or  improvement  (whether structural or  non-structural)  of  the Premises,
including, without limitation, the provisions of  Title III of the Americans
with Disabilities Act of 1990 as it pertains to  Tenant's use, occupancy, 
improvement and alteration  (whether structural or non-structural) of the
Premises.  Tenant shall  not use  or  allow  the Premises to be used (a) in 
violation  of  any recorded  covenants,  conditions and restrictions  
affecting  the Premises or of any law or governmental rule or regulation, or of
any  certificate of occupancy issued for the Premises, or (b) for any 
unlawful purpose.  Tenant shall not cause, maintain or permit any  nuisance
in, on or about the Premises, nor commit or  suffer to  be  committed  any
waste  in,  on  or  about  the  Premises. Notwithstanding  any provision to the
contrary  herein,  Tenant's obligations to comply with laws, ordinances, 
regulations and  the like   shall   not   include  the  obligation  to   
comply   with environmental laws, ordinances, regulations and the  like  except
to the extent applicable to Hazardous Materials introduced to the Premises
by  Tenant or Tenant's Parties, and  Landlord  releases Tenant  from, and 
waives any and all claims against,  Tenant  for any liability resulting from  
any Hazardous Materials not introduced to the Premises by Tenant or Tenant's 
Parties.

6.2    Signs,  Awnings  and  Canopies.   Tenant  shall  have  the exclusive 
right to install upon the Premises  such  signage  as Tenant  deems
appropriate provided Tenant obtains approval  from all governmental
authorities  having  jurisdiction  over   the Premises  and  from  Landlord,
which  approval  shall   not   be unreasonably withheld or delayed.  Tenant 
agrees to maintain  any such  sign,  awning, canopy, decoration, lettering or
advertising matter  as  may  be  approved by Landlord in good  condition  and
repair at all times.  At the expiration or earlier termination of this Lease,  
at  Landlord's election, Tenant  shall  remove  all signs, awnings, canopies,
decorations, lettering and advertising and shall repair any damage to the 
Premises resulting therefrom all at  Tenant's  sole cost and expense.   If  
Tenant  fails  to maintain  any such approved sign, awning, decoration,  
lettering, or  advertising, Landlord may do so following thirty  (30)  days'
prior  written  notice  to  Tenant  and  Tenant  shall  reimburse Landlord
for  such cost.  If, without Landlord's  prior  written consent,  Tenant
installs any sign, awning, decoration, lettering or  advertising, or fails to
remove any  such  item(s)  at  the expiration  or  earlier termination of 
this Lease,  Landlord  may have such item(s) removed and stored and may
repair any damage to the  Premises  at Tenant's expense.  The removal,
repair  and/or storage costs shall bear interest until paid at the Interest
Rate.

6.3  Hazardous Materials.  Except for ordinary and general office supplies,
such  as  copier toner, liquid paper,  glue,  ink  and commo  household
cleaning materials (some or all  of  which  may constitute  "Hazardous
Materials" as  defined  in  this  Lease), neither  Tenant nor its agents,
employees, subtenants, assignees, licensees, contractors or invitees
(collectively, "Tenant's Parties") shall cause any Hazardous Materials to be 
brought upon, stored, used, handled, generated, released or disposed of on, in,
under or about the Premises without the prior written consent  of Landlord,
which consent Landlord may withhold in  its  sole  but reasonable discretion.
Concurrently with the execution  of  this Lease, Tenant agrees to complete
and deliver  to  Landlord an Environmental Questionnaire in the form of
Exhibit "E" attached hereto.  Upon the expiration or earlier termination of
this Lease, Tenant agrees to promptly remove from the Premises, at its sole
cost and expense, any and all Hazardous Materials, including any equipment or
systems containing Hazardous Materials which are installed, brought  upon, 
stored, used,  generated  or  released upon, in, under or about the Premises
by  Tenant  or  any  of Tenant's Parties.

To the fullest extent permitted by law, Tenant agrees to promptly indemnify,
protect,  defend  and  hold  harmless  Landlord   and Landlord's  partners,
officers,  directors,  employees,  agents, successors and assigns
(collectively,  "Landlord  Indemnified Parties") from and against any and all
claims,   damages, judgments,  suits,  causes of action, losses, liabilities,
penalties, fines, expenses and costs (including, without limitation, 
clean-up, removal, remediation and restoration costs, sums paid in settlement
of claims, attorneys' fees,  consultant fees and expert fees and court costs) 
which arise or result from the presence of Hazardous Materials on, in, under or
about the Premises  and  which  are caused by Tenant  or  any  of  Tenant's
Parties.   Tenant  agrees  to promptly  notify  Landlord  of  any release  of
Hazardous Materials which Tenant  becomes  aware  of during the Term of this
Lease, whether caused by Tenant  or  any other  persons  or  entities.  In
the event  of  any  release  of Hazardous Materials caused by Tenant or any of 
Tenant's  Parties, Landlord  shall have the right, but not the obligation, to  
cause Tenant to immediately take all steps Landlord deems necessary  or
appropriate  to  remediate such release and prevent  any  similar future
release  to the satisfaction of Landlord  and  Landlord's mortgagee(s).   At
all  times during the  Term  of  this  Lease, Landlord  will have the right,
but not the obligation, to enter upon  the Premises to inspect, investigate,
sample and/or monitor the  Premises  to determine if Tenant is in compliance  
with  the terms  of this Lease regarding Hazardous Materials.  As  used  in
this Lease, the term "Hazardous Materials" shall mean and include any
hazardous or toxic materials, substances or wastes as now  or hereafter
designated  under any law, statute,  ordinance,  rule, regulation, order or
ruling of any agency  of  the  State,  the United  States  Government or any
local  governmental  authority, including,  without  limitation, asbestos,
petroleum,  petroleum hydrocarbons and petroleum based products, urea 
formaldehyde foam insulation,  polychlorinated biphenyis ("PCBs"),  and freon
and other  chlorofluorocarbons.  The provisions of this  Section  6.3 will
survive the expiration or earlier termination of this Lease.

To the fullest extent  permitted by law,  Landlord  agrees  to promptly
indemnify, protect, defend and hold harmless Tenant  and Tenant's  partners,
officers,  directors,  employees,   agents, successors and assigns 
(collectively,  "Tenant   Indemnified Parties") from and against any and all
claims,   damages, judgments,  suits,  causes of action, losses, liabilities,
penalties,   fines,   expenses  and  costs  (including, without limitation, 
clean-up, removal, remediation and restoration costs, sums  paid  in 
settlement of claims, attorneys' fees,  consultant fees  and expert fees and
court costs) which arise or result from the  presence of Hazardous Materials
on, in, under or  about  the Premises  and  which are caused by Landlord or
any of  Landlord's employees, agents or contractor  (collectively, "Landlord's
Parties").  Notwithstanding any provision to the contrary in this Lease, if
any environmental condition arises with respect to  the Premises  for  which 
Tenant  has been  released  from  liability hereunder, and for which Tenant
is therefore  not  responsible under this Lease, and Landlord does not
remediate such environmental condition (which Landlord shall have the right but
not the obligation hereunder to do, unless caused by Landlord  or Landlord's
Parties) as and to the extent required by  applicable law and adequately
protect the health and safety of Tenant  and Tenant's  Parties  during such
remediation  activity,  and  such environmental  condition  would pose a
material  threat  to  the health  and safety of Tenant's Parties if
unremediated, then (i) Tenant  shall  have the right to terminate this Lease,  
effective upon  the date stated in Tenant's written notice to Landlord (and
Landlord's Lender) exercising such right to terminate;  provided, however,
Landlord (or  Landlord's lender) may rescind such termination by commencing 
such remediation and providing for such adequate protection within ninety 
(90) days following receipt  of such  termination notice, and thereafter 
diligently pursuing such remediation to completion, and (ii) if such
environmental condition was not caused by Landlord or Landlord's Parties,  then
neither  Landlord nor Landlord's Parties shall have, and  Tenant, on behalf
of  itself  only, releases  Landlord  and  Landlord's Parties  from, any
liability arising  from  such  environmental condition.   Notwithstanding the
foregoing, Tenant's  termination right  under clause (i) of the preceding 
sentence shall not apply with  respect  to  the environmental condition  of  
the  Premises disclosed  by  that  certain  AEPI Permit  By  Rule/Conditionally
Authorized Facility Closure Plan amended as of December 11, 1996 and  those   
certain  Specifications  for  Decontamination and Demolition,  provided such
environmental condition is  remediated in accordance with said plans and 
specifications.

Notwithstanding the foregoing, Landlord consents to the storage and use at 
the Premises, and disposal from the Premises, of certain Hazardous Materials
upon the following conditions:

(a) The  Hazardous  Materials are only those materials  that  are
    necessary  for Tenant's manufacture of semiconductor  capital
    equipment at the Premises;

(b) The  storage,  use  and disposal of the  Hazardous  Materials
    complies  with  all applicable laws, and no disposal  of  the
    Hazardous  Materials  shall  be through  the  drains  of  the
    Premises  or  the  trash receptacles at the Premises  without
    Landlord's prior written consent;

(c) The storage, use and disposal of the Hazardous Materials does
    not  result  in  objectionable odors  or  health  hazards  to
    adjacent owners;

(d) Tenant  obtains  and  maintains  all  permits  and  approvals
    necessary  for the storage, use and disposal of the Hazardous
    Materials;

(e) On  the first day of each calendar year during the Term (and,
    in  addition, promptly following the date Tenant uses, stores
    or  disposes  new  Hazardous Materials  that  have  not  been
    previously  disclosed to Landlord), Tenant shall  deliver  to
    Landlord a disclosure statement containing the following:

     (i) A  list containing, to the best knowledge of Tenant, all
         Hazardous  Materials and the quantities thereof  stored,
         used  or disposed from the Premises during the preceding
         calendar year;
     
     (ii) A statement that (A) the use, storage and disposal of
         such Hazardous Materials complies with all applicable
         laws, (B) Tenant has all necessary permits and approvals
         for the use, storage and disposal thereof, and (C)
         identifies the method of disposal of such Hazardous
         Materials; and
     
     (iii)  Copies  of  all necessary permits  and  approvals
         relating  to  the  use,  storage and  disposal  of  such
         Hazardous   Materials  to  the  extent  not   previously
         delivered to Landlord;

(f)  Tenant shall immediately advise Landlord in writing of, and
     provide Landlord a copy of:

     (i) Any   notice  of  violation  or  potential  or   alleged
         violation  of  any  law concerning  Hazardous  Materials
         received by Tenant from any governmental agency;

     (ii) Any and all inquiry, investigation, enforcement, clean-
         up,   removal  or  governmental  or  regulatory  actions
         instituted  or  threatened relating  to  Tenant  or  the
         Premises; and
     (iii)  All  claims made or threatened by any third party
         against Tenant or the Premises relating to any Hazardous
         Materials.

In the event any of the preceding conditions are not satisfied, Tenant shall
immediately cease the use, storage and disposal  of Hazardous  Materials
until  all such conditions  are  satisfied. Landlord's consent  to the use,
storage  and  disposal  of  such Hazardous  Materials shall not constitute
an  assumption  of  the risk respecting the same and Tenant shall indemnify,
protect, defend  and  hold the Landlord Indemnified Parties harmless  from
and against the same as required by this Section 6.3.

6.4   Refuse  and Sewage.  Tenant agrees not to keep  any  trash, garbage, 
waste or other refuse on the Premises except in sanitary containers  and 
agrees to regularly and frequently  remove  same from  the  Premises.  Tenant 
shall keep all containers  or  other equipment  used  for storage of such 
materials  in  a  clean  and sanitary  condition.   Tenant shall, at Tenant's
sole  cost  and expense,  properly dispose of all sanitary sewage and  shall  
not use  the  sewage  disposal system for the  disposal  of  anything except
sanitary  sewage.  Tenant shall keep the sewage  disposal system  free of all
obstructions and in good operating condition. Tenant shall contract directly
for all trash disposal services at Tenant's sole cost and expense.

7.    Payments and Notices.  All Rent and other sums  payable  by Tenant to
Landlord hereunder shall be paid to Landlord  at  the address  designated in
Section 1.1 of the Summary,  or  to  such other  persons and/or at such other
places as Landlord may hereafter designate in writing.  Any notice required or 
permitted to be given hereunder must be in writing and may be given by
personal  delivery  (including delivery by nationally  recognized overnight
courier   or  express  mailing  service),   facsimile transmission,  or  by
registered  or  certified  mail,   postage prepaid, return receipt requested,
addressed to  Tenant  at  the address(es)  designated in Section 1.2  of  the
Summary,  or  to Landlord  at  the address(es) designated in Section  1.1  of  
the Summary.  Any notice or report addressed to Tenant or to Landlord shall
be deemed to have been given (i) when delivered if given by personal
delivery,  (ii) instantaneously  upon  confirmation  of receipt of facsimile 
if such confirmation is on or before  5:00 p.m. (recipient's time) on a 
Business Day, otherwise on the next Business  Day, (iii) on the date the U.S.
Post office  certifies delivery, nondeliverability or refusal of delivery if
such notice or report  was  deposited in the United States mail,  certified,
postage  prepaid,  and  (iv)  in all other  cases  when  actually received.
 Either party may change its address by giving  notice of the same in 
accordance  with  this  Paragraph.   The  term "Business  Day") as used in
this Lease shall mean Monday  through Friday,  excepting those holidays 
observed by  the  U.S.  PostalService.

8.    Brokers.   The  parties recognize that  the  broker(s)  who
negotiated this Lease are stated in Section 1.12 of the  Summary.
Each  party  represents and warrants to the other, that,  to  its
knowledge, no other broker, agent or finder (a) negotiated or was
instrumental  in negotiating or consummating this  Lease  on  its
behalf,  and  (b)  is  or might be entitled to  a  commission  or
compensation in connection with this Lease.  Any broker, agent or
finder of Tenant whom Tenant has failed to disclose herein  shall
be  paid by Tenant.  Tenant shall indemnify, protect, defend  (by
counsel  reasonably  approved in writing by  Landlord)  and  hold
Landlord harmless from and against any and all claims, judgments,
suits,  causes  of  action,  damages,  losses,  liabilities   and
expenses  (including attorneys' fees and court  costs)  resulting
from  any  breach  by  Tenant  of the  foregoing  representation,
including,  without limitation, any claims that may  be  asserted
against  Landlord by any broker, agent or finder  undisclosed  by
Tenant  herein.   Landlord shall indemnify, protect,  defend  (by
counsel reasonably approved in writing by Tenant) and hold Tenant
harmless  from and against any and all claims, judgments,  suits,
causes  of  action,  damages, losses,  liabilities  and  expenses
(including  attorneys' fees and court costs) resulting  from  any
breach  by  Landlord of the foregoing representation,  including,
without  limitation,  any  claims that may  be  asserted  against
Tenant  by  any broker, agent or finder undisclosed  by  Landlord
herein.   The foregoing indemnities shall survive the  expiration
or earlier termination of this Lease.

9.  Surrender; Holding Over.

9.1   Surrender  of  Premises.  Upon  the  expiration  or  sooner
termination  of this Lease, Tenant shall surrender all  keys  for
the  Premises  to  Landlord, and Tenant shall  deliver  exclusive
possession  of the Premises to Landlord broom clean  and  in  the
same  condition  and repair as existed on the  date  the  initial
Tenant  Improvements  were completed, reasonable  wear  and  tear
excepted   (and  casualty  damage  excepted  if  this  Lease   is
terminated   as  a  result  thereof  pursuant  to  Section   18),
condemnation  excepted and Hazardous Materials not caused  to  be
present  in,  on  ,  under or about the  Premises  by  Tenant  or
Tenant's Parties excepted, with all of Tenant's personal property
(and  those  items,  if  any, of Tenant Improvements  and  Tenant
Changes  identified by Landlord pursuant to Section  12.2  below)
removed therefrom and all damage caused by such removal repaired,
as  required pursuant to Sections 12.2 and 12.3 below.   If,  for
any  reason,  Tenant  fails  to surrender  the  Premises  on  the
expiration  or  earlier  termination of  this  Lease,  with  such
removal and repair obligations completed in the time required  by
Sections 12.2 and 12.3 below, then, in addition to the provisions
of  Section  9.3  below and Landlord's rights and remedies  under
Section 12.4 and the other provisions of this Lease, Tenant shall
indemnify,  protect,  defend (by counsel reasonably  approved  in
writing  by Landlord) and hold Landlord harmless from and against
any  and all claims, judgments, suits, causes of action, damages,
losses,  liabilities and expenses (including attorneys' fees  and
court costs) resulting from such failure to surrender, including,
without limitation, any claim made by any succeeding tenant based
thereon.  The foregoing indemnity shall survive the expiration or
earlier termination of this Lease.

9.2  Holding Over.  If Tenant holds over after the expiration  or
earlier  termination of the Lease Term, then, without  waiver  of
any right on the part of Landlord as a result of Tenant's failure
to  timely  surrender  possession of the  Premises  to  Landlord,
Tenant  shall become a tenant at sufferance only, upon the  terms
and  conditions  set  forth in this Lease so  far  as  applicable
(including Tenant's obligation to pay all costs, expenses and any
other  additional rent under this Lease), but at a  Monthly  Rent
equal  to: one hundred twenty-five percent (125%) of the  Monthly
Rent applicable to the Premises immediately prior to the date  of
such  expiration or earlier termination.  Acceptance by  Landlord
of  rent  after such expiration or earlier termination shall  not
constitute  a  consent to a hold over hereunder or result  in  an
extension of this Lease.

10.  Taxes.

10.1  Real  Property  Taxes.  Tenant shall pay  all  general  and
special  real  property  taxes, assessments  (including,  without
limitation,  change  in ownership taxes or  assessments),  liens,
bond   obligations,  license  fees  or  taxes  and  any   similar
impositions in-lieu of other impositions now or previously within
the  definition of real property taxes or assessments and any and
all  assessments under any covenants, conditions and restrictions
affecting the Premises (collectively "Real Property Taxes") which
may  be levied or assessed against the Premises applicable to the
period  from the Early Occupancy Date with respect to  Parcel  1,
and the Actual Commencement Date for Parking Lot with respect  to
Parcel  2,  until  the expiration or sooner termination  of  this
Lease.   Notwithstanding the foregoing provisions,  if  the  Real
Property  Taxes are not levied and assessed against the  Premises
as  separate tax parcels, then Tenant shall pay Tenant's pro rata
share  of all Real Property Taxes which may be levied or assessed
by  any lawful authority against the land and improvements of the
separate  tax parcel on which the Premises are located.  Tenant's
pro  rata  share  under such circumstances shall  be  apportioned
according to the floor area of the Premises as it relates to  the
total leasable floor area of all of the buildings (including  the
Premises)  situated  in  the separate tax  parcel  in  which  the
Premises is located.

Tenant  reserves  the right to approve any assessment  of  public
improvements that may affect the Premises to the extent  Landlord
has  such  night.  Any future assessments for public improvements
may  be paid by Landlord in full or in installments, but Tenant's
contribution  will  be  determined  and  payable  based  on   the
assumption that such assessments were allowed to go to  bond  and
became payable in installments.

All  Real  Property  Taxes for the tax year in  which  the  Early
Occupancy  Date and the Actual Commencement Date for Parking  Lot
occur  and for the tax year in which this Lease terminates  shall
be   apportioned  and  adjusted  so  that  Tenant  shall  not  be
responsible  for  any Real Property Taxes for a  period  of  time
occurring  prior  to  the Early Occupancy  Date  and  the  Actual
Commencement Date for Parking Lot or subsequent to the expiration
of the Lease term.

Tenant agrees to pay to the taxing authority entitled thereto the
total  Real Property Taxes due.  Any of said payments to be  made
directly  to  the  taxing authority shall be made  prior  to  the
delinquency date established by the taxing authority, and  Tenant
shall,  concurrently with such payment, deliver evidence of  such
payment to Landlord.  Failure of Tenant to pay said Real Property
Taxes  as  and  when herein specified shall, in addition  to  all
other  rights and remedies of Landlord hereunder, subject  Tenant
to  any fine, penalty, interest, or cost which Landlord may incur
as a result thereof.  Tenant shall, within thirty (30) days after
demand,  reimburse Landlord for any such fine, penalty, interest,
or cost, together with interest thereon at the Interest Rate.

If  at  any  time during the Term under the laws  of  the  United
States,  or  the  state, county, municipality, or  any  political
subdivision thereof in which the Premises is located,  a  tax  or
excise  on  rent or any other tax however described is levied  or
assessed  by any such political body against Landlord on  account
of  rent  payable to Landlord hereunder or any tax  based  on  or
measured  by  expenditures made by Tenant on behalf of  Landlord,
such tax or excise shall be considered "Real Property Taxes"  for
purposes  of this Section 10.1, and shall be payable in  full  by
Tenant.   Such taxes or excises shall be payable within ten  (IO)
days  after  Tenant's  receipt of  the  tax  bill  therefor  from
Landlord.

10.2   Personal Property Taxes.  Tenant shall be liable for, and
shall pay before delinquency, all taxes and assessments (real and
personal) levied against (a) any personal property or trade
fixtures placed by Tenant in or about the Premises (including any
increase in the assessed value of the Premises based upon the
value of any such personal property or trade fixtures); and (b)
any Tenant Improvements or alterations in the Premises (whether
installed and/or paid for by Landlord or Tenant).  If any such
taxes or assessments are levied against Landlord or Landlord's
property, Landlord may, after written notice to Tenant (and under
proper protest if requested by Tenant) pay such taxes and
assessments, and Tenant shall reimburse Landlord therefor within
ten (10) business days after demand by Landlord; provided,
however, Tenant, at its sole cost and expense, shall have the
right, with Landlord's cooperation, to bring suit in any court of
competent jurisdiction to recover the amount of any such taxes
and assessments so paid under protest.

11. Repairs.

11.1 Tenant's Repair Obligations.  Tenant shall at all times  and
at Tenant's sole cost and expense, keep, maintain, clean, repair,
replace  and  preserve the Premises and all parts  thereof,  both
structural  and  non-structural, including,  without  limitation,
utility  meters,  plumbing,  pipes  and  conduits,  all  heating,
ventilating  and  air  conditioning systems  located  within  the
Premises, all fixtures, furniture and equipment, Tenant's  signs,
if any, locks, closing devices, security devices, windows, window
sashes,   casements  and  frames,  floors  and  floor  coverings,
shelving, restrooms, ceilings, interior and exterior walls, roof,
foundations,  skylights,  interior  and  demising  walls,  doors,
electrical  and  lighting equipment, sprinkler  systems,  parking
areas, driveways, walkways, parking lots, loading dock areas  and
doors, rail spur areas, fences, signs, lawns and landscaping,  if
any,  and  any  Tenant  Improvements,  Tenant  Changes  or  other
alterations, additions and other property and/or fixtures located
within  the  Premises in good condition and  repair,  except  for
reasonable  wear  and tear, casualty damage  (if  Tenant  is  not
obligated   to  repair  hereunder),  condemnation  and  Hazardous
Materials not introduced to, in, on, under or about the  Premises
by  Tenant  or Tenant's Parties.  Tenant's repair and maintenance
obligations shall include, but not be limited to, slurry  coating
the  parking  areas of Parcel 1 and the Parking Lot every  thirty
(30)  months;  parking area and driveway sweeping and  repairing;
and  responsibility for painting.  Tenant agrees to  procure  and
maintain  maintenance contracts for all heating, ventilating  and
air  conditioning  systems with reputable contractors  reasonably
approved  by  Landlord.  Such maintenance and  repairs  shall  be
performed  with  due  diligence, lien-free  and  in  a  good  and
workmanlike manner, by licensed contractor(s) which are  selected
by Tenant and approved by Landlord, which approval Landlord shall
not  unreasonably  withhold  or  delay.   Except  to  the  extent
provided in Section 1.2 above with respect to the construction of
the  Parking Lot Improvements, Landlord shall have no  obligation
to alter, remodel, improve, repair, renovate, redecorate or paint
all or any part of the Premises.


11.2  Landlord's Repair Rights.  Tenant waives the right to  make
repairs at Landlord's expense under any law, statute or ordinance
now   or  hereafter  in  effect  (including  the  provisions   of
California Civil Code Section 1942 and any successive sections or
statutes  of  a  similar  nature).  If Tenant  fails  to  perform
Tenant's  obligations  under Section 11.1 hereof,  or  under  any
other  provision  of  this Lease, then Landlord  shall  have  the
option (but not the obligation) to enter upon the Premises  after
ten (10) days' prior written notice to Tenant, or in the case  of
an  emergency  immediately without prior notice, to perform  such
obligations  on Tenant's behalf necessary to return the  Premises
to  good  order,  condition and repair.  The  costs  incurred  by
Landlord  pursuant  to  this Section 11.2 shall  become  due  and
payable to Landlord, upon demand.

11.3  Landlord's  Contribution to Certain Expenditures.   If  any
replacement obligation of Tenant under Section 11.1 with  respect
to  a  Basic  Element would normally be capitalized under  normal
accounting  practice  and  is in excess of  Twenty-Five  Thousand
Dollars ($25,000.00), and if as a result of such expenditure  the
useful life of the Basic Element (as such useful life is based on
the   estimated  actual  life  pursuant  to  generally   accepted
accounting practices) will extend beyond the Term, then,  subject
to the requirements set forth in this Section 11.3, Landlord will
reimburse  Tenant  for  Landlord's prorata share  thereof  within
thirty  (30)  days following the expiration or sooner termination
of  this  Lease; provided, however, Landlord will  have  no  such
reimbursement obligation if this Lease terminates as a result  of
an   Event  of  Default.   Landlord's  prorata  share   of   such
expenditure  shall be a fraction, the numerator of which  is  the
number  of  months  remaining on the useful  life  of  the  Basic
Element after the expiration or sooner termination of this Lease,
and the denominator of which is the total number of months of the
useful  life  of the Basic Element.  As a condition precedent  to
Landlord's obligation to reimburse Tenant for a prorata share  of
any  such expenditure, Tenant shall first obtain Landlord's prior
written approval of the contractor, the plans and specifications,
the  amount of any such expenditure and the useful life resulting
from  such  expenditure, which approval shall not be unreasonably
withheld or delayed.  Upon such approval, either party shall,  at
the  other party's request, enter into an amendment of this Lease
identifying the amount subject to reimbursement by Landlord.  The
"Basic Elements" are the foundations and structural walls of  the
Premises, HVAC equipment and the roof.

12. Alterations.

12.1 Tenant Changes; Conditions.

(a) Tenant   shall   not   make   any   alterations,   additions,
    improvements  or  decorations to the Premises  (collectively,
    "Tenant Changes," and individually, a "Tenant Change") unless
    Tenant   first  obtains  Landlord's  prior  written  approval
    thereof,  which  approval  Landlord  shall  not  unreasonably
    withhold   or   delayed.   Notwithstanding   the   foregoing,
    Landlord's  prior  approval shall not  be  required  for  any
    Tenant Change which satisfies all of the following conditions
    (hereinafter a "Pre-Approved Change"): (i) the costs of  such
    Tenant   Change  does  not  exceed  Fifty  Thousand   Dollars
    ($50,000.00); (iii) Tenant delivers to Landlord final  plans,
    specifications and working drawings for such Tenant Change at
    least  ten  (1  0)  days prior to commencement  of  the  work
    thereof; (iv) Tenant and such Tenant Change otherwise satisfy
    all  other conditions set forth in this Section 12.1; and (v)
    the Tenant Change does not affect the structural, mechanical,
    life-safety or exterior elements of the Premises.

(b) All Tenant Changes shall be performed: (i) in accordance with
    the approved plans, specifications and working drawings; (ii)
    lien-free and in a good and workmanlike manner; (iii) in
    compliance with all applicable laws, rules and regulations of
    all governmental agencies and authorities including, without
    limitation, the provisions of Title III of the Americans with
    Disabilities Act of 1990; and (iv) at such times, in such
    manner and subject to such rules and regulations as Landlord
    may from time to time reasonably designate.

(c) Throughout the performance of the Tenant Changes, Tenant
    shall obtain, or cause its contractors to obtain, workers
    compensation insurance and commercial general liability
    insurance in reasonable amounts.

12.2   Removal  of  Tenant Changes and Tenant Improvements.   All
Tenant  Changes  and  the  initial  Tenant  Improvements  in  the
Premises  (whether installed or paid for by Landlord or  Tenant),
shall  become the property of Landlord and shall remain upon  and
be  surrendered with the Premises at the end of the Term of  this
Lease; provided, however, (i) Tenant shall remove those items  of
the  initial Tenant Improvements, if any, designated for  removal
pursuant  to  the Work Letter and (ii) Landlord may,  by  written
notice  delivered  to Tenant on or before the expiration  of  the
Lease  Term  (or  upon  any  sooner termination  of  this  Lease)
identify  those  items  of Tenant Changes  which  Landlord  shall
require  Tenant to remove at the end of the Term  of  this  Lease
(however,  if  Tenant, prior to the installation  of  any  Tenant
Changes, requested in writing that Landlord identify whether  the
proposed  Tenant  Changes must be removed at  the  expiration  or
termination of this Lease [which notice further informed Landlord
that  Landlord's failure to respond within ten (1 0)  days  would
result  in  Landlord's waiver of the right to require removal  of
the  Tenant  Changes], and Landlord did not give  Tenant  written
notice  within  ten  (1 0) days thereafter  that  Landlord  would
require  the removal of any such items, then Tenant will  not  be
required  to remove the same at the expiration or termination  of
this  Lease).   If  Landlord requires Tenant to remove  any  such
items  as described above, Tenant shall, at its sole cost, remove
the  identified items on or before the later to occur of (i)  the
expiration  or  sooner termination of this Lease or  (ii)  thirty
(30)  days following Tenant's receipt of written notice  of  such
requirement, and repair any damage to the Premises caused by such
removal (or, at Landlord's option, shall pay to Landlord  all  of
Landlord's  reasonable costs of such removal and repair  provided
that  Landlord  provides  Tenant with  reasonable  evidence  that
Landlord  incurred such costs).  Notwithstanding the thirty  (30)
day  time  period for Tenant's removal specified above,  if  such
removal  cannot  be completed without incurring overtime  charge,
such  time  period  shall be extended by  the  period  reasonably
required to permit Tenant to complete such removal and repair (if
any repair is required).

12.3  Removal  of  Personal Property.  All articles  of  personal
property owned by Tenant or installed by Tenant at its expense in
the  Premises  (including business and trade fixtures,  furniture
and  movable  partitions) shall be, and remain, the  property  of
Tenant,  and  shall be removed by Tenant from  the  Premises,  at
Tenant's  sole  cost and expense, on or before the expiration  or
sooner termination of this Lease.  Tenant shall repair any damage
caused by such removal.

12.4  Tenant's Failure to Remove.  If Tenant fails to  remove  by
the  expiration or sooner termination of this Lease  all  of  its
personal  property,  or if Tenant fails to remove  any  items  of
Tenant Improvements or Tenant Changes identified by Landlord  for
removal  pursuant  to, and within the time required  by,  Section
12.2  above, Landlord may, (without liability to Tenant for  loss
thereof),  at  Tenant's sole cost and in addition  to  Landlord's
other  rights and remedies under this Lease, at law or in equity:
(a)  remove  and  store such items in accordance with  applicable
law; and/or (b) upon ten (1 0) days' prior notice to Tenant, sell
all or any such items at private or public sale for such price as
Landlord  may obtain as permitted under applicable law.  Landlord
shall  apply the proceeds of any such sale to any amounts due  to
Landlord  under  this  Lease  from Tenant  (including  Landlord's
attorneys' fees and other costs incurred in the removal,  storage
and/or  sale  of such items), with any remainder to  be  paid  to
Tenant.

13.    Liens.    Tenant   shall  not   permit   any   mechanic's,
materialmen's or other liens to be filed against all or any  part
of  the Premises, nor against Tenant's leasehold interest in  the
Premises,  by  reason  of  or  in connection  with  any  repairs,
alterations,  improvements  or  other  work  contracted  for   or
undertaken  by Tenant or any other act or omission of  Tenant  or
Tenant's  agents, employees, contractors, licensees or  invitees.
Tenant  shall,  at  Landlord's  request,  provide  Landlord  with
enforceable,  conditional  and final  lien  releases  (and  other
reasonable   evidence  reasonably  requested   by   Landlord   to
demonstrate  protection from liens) from all  persons  furnishing
labor  and/or  materials with respect to the Premises.   Landlord
shall  have  the  right at all reasonable times to  post  on  the
Premises  and record any notices of non-responsibility  which  it
deems  necessary  for protection from such liens.   If  any  such
liens  are  filed,  Tenant shall, at its sole  cost,  immediately
cause such lien to be released of record or bonded so that it  no
longer  affects title to the Premises.  If Tenant fails to  cause
such lien to be so released or bonded within the earlier to occur
of (i) five (5) days prior to the date the lien may be foreclosed
upon  or (ii) twenty (20) days after Tenant has actual notice  of
the  filing thereof, Landlord may, without waiving its rights and
remedies based on such breach, and without releasing Tenant  from
any  of  its obligations, cause such lien to be released  by  any
means it shall deem proper, including payment in satisfaction  of
the  claim  giving  rise  to  such lien.   If  Landlord  acquires
knowledge that any such lien has been filed against the Premises,
Landlord  will  promptly  give  Tenant  written  notice  thereof.
Tenant  shall pay to Landlord within five (5) days after  receipt
of invoice from Landlord, any sum paid by Landlord to remove such
liens, together with interest at the Interest Rate from the  date
of such payment by Landlord.

14. Assignment and Subletting.

14.1 Restriction on Transfer.  Tenant will not assign or encumber
this Lease in whole or in part, nor sublet all or any part of the
Premises,  without the prior written consent of  Landlord,  which
consent Landlord will not unreasonably withhold or delay,  except
as  provided in this Section 14.  The consent by Landlord to  any
assignment,  encumbrance or subletting  shall  not  constitute  a
waiver  of  the  necessity  for such consent  to  any  subsequent
assignment or subletting.  This prohibition against assigning  or
subletting  shall  be construed to include a prohibition  against
any  assignment or subletting by operation of law.  If this Lease
is assigned by Tenant, or if the Premises or any part thereof are
sublet  or  occupied by any person or entity other  than  Tenant,
Landlord  may collect rent from the assignee, and apply  the  net
amount  collected  to  the  rent herein  reserved,  but  no  such
assignment, subletting, occupancy or collection shall be deemed a
waiver  on  the  part  of  Landlord, or  the  acceptance  of  the
assignee, subtenant or occupant as Tenant, or a release of Tenant
from  the further performance by Tenant of covenants on the  part
of  Tenant  herein contained unless expressly made in writing  by
Landlord.   Irrespective of any assignment  or  sublease,  Tenant
shall  remain  fully liable under this Lease  and  shall  not  be
released  from  performing  any  of  the  terms,  covenants   and
conditions of this Lease.  Without limiting in any way Landlord's
right  to withhold its consent on any reasonable grounds,  it  is
agreed  that Landlord will not be acting unreasonably in refusing
to  consent  to  an  assignment or  sublease  if,  in  Landlord's
opinion,  (i)  the  net worth or financial capabilities  of  such
assignee  or  subtenant is less than that of Tenant at  the  date
hereof,  (ii)  the proposed assignee does not have the  financial
capability  to fulfill the obligations imposed by the assignment,
(iii)  the  proposed assignment or sublease involves a change  of
use  of  the  Premises from that specified herein,  or  (iv)  the
proposed  assignee is not, in Landlord's reasonable  opinion,  of
reputable  or good character.  Any proposed assignee or subtenant
which  Landlord does not disapprove shall be deemed a  "Permitted
Business."  If Tenant assigns this Lease or sublets the  Premises
to  a  third party who is not in any way affiliated or  connected
with Tenant by way of a merger, reorganization, consolidation  or
otherwise,  fifty percent (50%) of any rent, additional  rent  or
other compensation paid to Tenant in addition to the Rent payable
to Landlord as set forth in this Lease shall be paid by Tenant to
Landlord as additional rent.  In calculating excess rent or other
consideration  which  may  be  payable  to  Landlord  under  this
Section,   Tenant   will  be  entitled  to  deduct   commercially
reasonable third party brokerage commissions and attorneys'  fees
and  other amounts reasonably and actually expended by Tenant  in
connection  with  such  assignment or  subletting  if  acceptable
written  evidence of such expenditures is provided  to  Landlord.
If  Tenant  is a corporation, or is an unincorporated association
or  partnership, the transfer, assignment or hypothecation of any
stock or interest in such corporation, association or partnership
in  the aggregate in excess of forty-nine percent (49%) shall  be
deemed  an assignment within the meaning and provisions  of  this
Section  14.1. Notwithstanding any provision to the  contrary  in
this  Lease, Tenant may, without Landlord's prior written consent
and  without  any  participation by Landlord  in  assignment  and
subletting proceeds, sublet the Premises or assign this Lease to:
(i)  a  subsidiary, affiliate, division or corporation controlled
or   under   common  control  with  Tenant-,  (ii)  a   successor
corporation   related   to   Tenant  by  merger,   consolidation,
nonbankruptcy reorganization, or government action;  or  (iii)  a
purchaser  of substantially all of Tenant's assets (collectively,
"Permitted  Assignees"),  provided that,  within  ten  (10)  days
following  the effective date of such transaction,  Tenant  gives
Landlord   written  notice  of  the  transaction  and  sufficient
information  to  evidence  that  the  transaction  satisfies  the
foregoing  requirements, together with the  Permitted  Assignee's
assumption  of Tenant's obligations hereunder in the case  of  an
assignment.   For the purpose of this Lease, sale or transfer  of
Tenant's capital stock through any public exchange shall  not  be
deemed  an assignment, subletting, or any other transfer  of  the
Lease  or  the  Premises.   Landlord's consent  to  any  proposed
assignment or subletting shall not be unreasonably withheld  and,
if  not  given  or withheld within fifteen (1 5)  days  following
Landlord's receipt of the Transfer Notice, shall be deemed given,
provided  that  the  Transfer Notice informs  Landlord  that  the
failure  to  respond  within fifteen (15)  days  will  be  deemed
Landlord's consent.

14.2 Transfer Notice.  If Tenant desires to effect an assignment,
encumbrance  or subletting (a "Transfer"), then at  least  thirty
(30)  days prior to the date when Tenant desires the Transfer  to
be  effective  (the  "Transfer  Date"),  Tenant  agrees  to  give
Landlord  a  notice  (the "Transfer Notice"), stating  the  name,
address and business of the proposed assignee, sublessee or other
transferee  (sometimes referred to hereinafter as  "Transferee"),
reasonable  information  (including  references)  concerning  the
character,  ownership, and financial condition  of  the  proposed
Transferee,  the  Transfer  Date,  any  ownership  or  commercial
relationship between Tenant and the proposed Transferee, and  the
consideration and all other material terms and conditions of  the
proposed  Transfer, all in such detail as Landlord may reasonably
require.

14.3  Landlord's Options.  Within fifteen (15) days of Landlord's
receipt  of  any Transfer Notice, and any additional  information
requested   by  Landlord  concerning  the  proposed  Transferee's
financial  responsibility, Landlord will  notify  Tenant  of  its
election  to do one of the following: (i) consent to the proposed
Transfer; or (ii) refuse such consent, which refusal shall be  on
reasonable grounds.

14.4  Additional Conditions.  Within ten (10) days following  any
Transfer, Tenant shall deliver to Landlord of a true copy of  the
fully  executed instrument of assignment, sublease,  transfer  or
hypothecation,  in form and substance reasonably satisfactory  to
Landlord.    No   Transfer  will  release  Tenant   of   Tenant's
obligations  under this Lease or alter the primary  liability  of
Tenant to pay the Rent and to perform all other obligations to be
performed  by  Tenant  hereunder.  Consent  by  Landlord  to  one
Transfer  will not be deemed consent to any subsequent  Transfer.
In  the  event  of  default by any Transferee of  Tenant  or  any
successor  of  Tenant  in the performance of  any  of  the  terms
hereof, Landlord may proceed directly against Tenant without  the
necessity  of  exhausting  remedies against  such  Transferee  or
successor.  If Tenant effects a Transfer or requests the  consent
of  Landlord  to  any Transfer (whether or not such  Transfer  is
consummated), then, upon demand, and as a condition precedent  to
Landlord's consideration of the proposed assignment or  sublease,
Tenant agrees to pay Landlord a non-refundable administrative fee
of  Five  Hundred  Dollars ($500.00), plus Landlord's  reasonable
attorneys' fees and costs incurred by Landlord in reviewing  such
proposed assignment or sublease.

15.   Entry  by Landlord.  Landlord and its employees and  agents
shall  at  all  reasonable times have  the  right  to  enter  the
Premises  to  inspect  the  same,  to  exhibit  the  Premises  to
prospective lenders or purchasers (or during the last year of the
Term,   to  prospective  tenants),  to  post  notices   of   non-
responsibility, and/or to alter, improve or repair  the  Premises
as  contemplated  by Section 11.2 in the event  Tenant  fails  to
perform  its  obligations under Section 11.1, all  without  being
deemed  guilty of or liable for any breach of Landlord's covenant
of  quiet  enjoyment  or  any eviction  of  Tenant,  and  without
abatement  of  rent.  In exercising such entry  rights,  Landlord
shall  endeavor  to  minimize,  as  reasonably  practicable,  the
interference  with  Tenant's business, and shall  provide  Tenant
with  reasonable advance written notice of such entry (except  in
emergency  situations).  Any entry to the  Premises  obtained  by
Landlord  by any of said means or otherwise shall not  under  any
circumstances be construed or deemed to be a forcible or unlawful
entry  into,  or a detainer of, the Premises, or an  eviction  of
Tenant  from the Premises or any portion thereof, or grounds  for
any  abatement or reduction of Rent and Landlord shall  not  have
any  liability to Tenant for any damages or losses on account  of
any  such entry by Landlord except, subject to the provisions  of
Sections  21.1 and 23, to the extent of Landlord's negligence  or
willful misconduct.

16.   Utilities and Services.  Tenant shall be solely responsible
for   and   shall  promptly  pay  all  charges  for   heat,   air
conditioning, water, gas, electricity or any other utility  used,
consumed  or  provided in, furnished to or  attributable  to  the
Premises  directly  to the supplying utility  companies.   Tenant
shall  reimburse  Landlord within ten (10) days  of  billing  for
fixture  charges and/or water tariffs, if applicable,  which  are
charged  to  Landlord by local utility companies.  Landlord  will
notify  Tenant of this charge as soon as it becomes known.   This
charge  will  increase  or decrease with  current  charges  being
levied  against  Landlord or the Premises by  the  local  utility
company,  and will be due as additional rent.  In no event  shall
Rent  abate  or shall Landlord be liable for any interruption  or
failure in the supply of any such utility services to Tenant.

17. Indemnification and Exculpation.

17.1      Tenant's Assumption of Risk and Waiver.  Except to  the
extent such matter is attributable to the breach of this Lease or
the  negligence or willful misconduct of Landlord  or  Landlord's
Parties (but subject to the waivers and releases in Section  21),
Landlord  shall  not  be  liable to Tenant,  Tenant's  employees,
agents or invitees for: (i) any damage to property of Tenant,  or
of others, located in, on or about the Premises, (ii) the loss of
or  damage  to any property of Tenant or of others  by  theft  or
otherwise,  (iii)  any injury or damage to  persons  or  property
resulting  from  fire,  explosion, falling plaster,  steam,  gas,
electricity,  water, rain or leaks from any part of the  Premises
or  from the pipes, appliance of plumbing works or from the roof,
street  or subsurface or from any other places or by dampness  or
by  any other cause of whatsoever nature, or (iv) any such damage
caused  by  other persons in the Premises, occupants of  adjacent
property,  or the public, or caused by operations in construction
of  any private, public or quasi-public work.  Landlord shall  in
no  event  be  liable for any consequential damages  or  loss  of
business  or profits and Tenant hereby waives any and all  claims
for  any such damages.  All property of Tenant kept or stored  on
the  Premises  shall be so kept or stored at  the  sole  risk  of
Tenant  and  Tenant shall hold Landlord harmless from any  claims
arising  out of damage to the same, including subrogation  claims
by  Tenant's  insurance carriers, unless  such  damage  shall  be
caused  by the breach of this Lease or the negligence or  willful
misconduct of Landlord or Landlord's Parties and such  damage  is
not  covered by the insurance required to be maintained by Tenant
under this Lease.  Landlord or its agents shall not be liable for
interference with the light or other intangible rights.

17.2  Tenant's Indemnification of Landlord.  Except to the extent
such  matter  is  caused  by the breach  of  this  Lease  or  the
negligence  or misconduct of Landlord or Landlord's Parties  (but
subject to the waivers and releases in Section 21), Tenant  shall
be  liable  for,  and shall indemnify, defend, protect  and  hold
Landlord and Landlord's partners, officers, directors, employees,
agents,   successors   and   assigns   (collectively,   "Landlord
Indemnified  Parties") harmless from and  against,  any  and  all
claims,  damages,  judgments, suits, causes  of  action,  losses,
liabilities  and expenses, including attorneys'  fees  and  court
costs  (collectively, "Indemnified Claims"), arising or resulting
from  (a)  any  act  or omission of Tenant  or  any  of  Tenant's
Parties;  (b)  the  use of the Premises and conduct  of  Tenant's
business  by Tenant or any Tenant Parties, or any other activity,
work or thing done, permitted or suffered by Tenant or any Tenant
Parties,  in  or  about the Premises; and/or (c) any  default  by
Tenant of any obligations on Tenant's part to be performed  under
the  terms  of  this Lease.  In case any action or proceeding  is
brought  against Landlord or any Landlord Indemnified Parties  by
reason  of any such Indemnified Claims, Tenant, upon notice  from
Landlord,  shall defend the same at Tenant's expense  by  counsel
reasonably approved in writing by Landlord, which approval  shall
not be unreasonably withheld.

17.3  Survival; No Release of Insurers.  Tenant's indemnification
obligation  under Section 17.2, shall survive the  expiration  or
earlier   termination   of  this  Lease.    Tenant's   covenants,
agreements  and indemnification in Sections 17.1 and 17.2  above,
are  not  intended to and shall not relieve any insurance carrier
of  its  obligations under policies required  to  be  carried  by
Tenant, pursuant to the provisions of this Lease.

18.  Damage or Destruction.

18.1  Obligation to Restore.  Except as set forth below, in  case
of damage to or destruction of the Premises, whether or not by  a
risk  required to be covered by insurance as set forth in Section
20 of this Lease, this Lease shall not terminate and Tenant shall
promptly   restore,  rebuild,  replace  or  repair   (hereinafter
referred  to  as  "Restore"  or "Restoration")  the  Premises  to
substantially the same condition as existed immediately prior  to
such  damage or destruction.  Such Restoration shall be commenced
promptly  but in no event later than ninety (90) days  after  the
casualty and shall thereafter be prosecuted with due diligence.

Notwithstanding the foregoing or any provision to the contrary in
this  Lease,  the  following shall apply to and  modify  Tenant's
obligations to Restore the Premises and/or any trade fixtures  or
equipment  thereon  or  therein owned by  Tenant,  provided  that
Tenant,  at  Tenant's option may exercise any right to  terminate
pursuant to the last grammatical paragraph of Section 18.1:

    (a)    If Tenant has carried insurance in the amounts,  types
    and  with insurance companies required by this Lease, and the
    insurance  company(ies)  issuing  such  policy(ies)   fail(s)
    (through   no  fault  of  Tenant)  to  make  the  appropriate
    insurance   proceeds  available  within  ninety   (90)   days
    following a casualty to which such insurance applies  (or  if
    Landlord has elected to maintain the All Risks insurance  for
    the Premises pursuant to Section 20.4 and either fails to  so
    maintain  such  insurance or if the insurance company  fails,
    through no fault of Tenant, to make the appropriate insurance
    proceeds  available  within  ninety  (90)  days  following  a
    casualty  to which such insurance applies), and there  is  no
    reasonable  expectation  that  such  proceeds  will  be  made
    available  in  a  timely manner, then Tenant  shall  have  no
    obligation  to  Restore and Tenant shall have  the  right  to
    terminate  this Lease (i) if Landlord (or Landlord's  lender)
    does not notify Tenant, within sixty (60) days following  the
    date  Tenant  gives Landlord (and Landlord's lender)  written
    notice   of  such  failure  on  the  part  of  the  insurance
    company(ies) (the "Insurance Failure Notice"), that  Landlord
    (or Landlord's lender) will Restore the Premises within three
    hundred (300) days following the Insurance Failure Notice  or
    (ii)   if   Landlord   (or  Landlord's   lender)   undertakes
    Restoration  but  fails to complete such  Restoration  within
    three  hundred  (300)  days following the  Insurance  Failure
    Notice.   If Landlord (or Landlord's lender) does so  Restore
    the  Premises and Tenant does not terminate this Lease,  then
    Tenant   will  Restore  its  trade  fixtures  and  equipment.
    Notwithstanding any provision to the contrary in this  Lease,
    if Landlord has elected to carry the All-Risk insurance under
    Section 20.4 and the deductible exceeds the deductible Tenant
    is  permitted  to  maintain hereunder, Tenant  shall  not  be
    required to pay all or any portion of such excess deductible.

(b) If  casualty  damage  Restored by Tenant  is  uninsured  (any
    "deductible"  amount  applicable  to  any  insurance   policy
    covering  the  casualty in question shall be deemed  to  mean
    that  the casualty damage is uninsured to the extent  of  the
    deductible) to the extent of ten percent (1 0%)  or  more  of
    the  full  replacement cost of the building or  buildings  in
    question,  and  Tenant Restores (or intends to Restore)  such
    casualty  damage, then Tenant shall have the onetime  option,
    upon  written  notice to Landlord given  within  one  hundred
    twenty (120) days following such casualty event, to elect  to
    extend the then-current Term for an additional ten (10)  year
    period  upon  all of the terms and conditions of  this  Lease
    (including  the right to exercise any options to extend  then
    remaining  and  to  occupy  the  Premises  pursuant  to   any
    previously exercised options), provided that the Monthly Rent
    for any such extended Term shall be equal to the Monthly Rent
    in effect during the year immediately preceding such extended
    Term,  increased by an amount equal to three percent (3%)  of
    such  previous year's Monthly Rent, and Monthly Rent for each
    subsequent  year of said extended Term shall be increased  by
    an amount equal to three percent (3%) of the preceding year's
    Monthly  Rent.  There shall be no adjustment to  fair  market
    rent in connection with any such extended Term.

Notwithstanding the foregoing, however, in the case of damage  to
or  destruction  of  the Premises during the last  eighteen  (18)
months  of  the Term that will render the Premises,  in  Tenant's
reasonable  opinion,  inaccessible or unusable  for  purposes  of
conducting  Tenant's  business for more than  ninety  (90)  days,
Tenant  may  elect  to terminate this Lease  by  giving  Landlord
written notice of such election within thirty (30) days following
the  casualty, in which event Tenant shall have no obligation  to
Restore the Premises; provided, however, Tenant shall deliver any
insurance  proceeds to Landlord in accordance with  Section  18.5
below.

18 2    Reconstruction and Repair Requirements.  Tenant shall
obtain Landlord's prior approval of all plans for
Restoration work performed by Tenant, which approval shall not be
unreasonably withheld or delayed.

18.3    No Rent Abatement During Reconstruction.  There shall be
no Rent abatement during Restoration of the
Premises or during that period after any casualty and prior to
commencement of Restoration.

Notwithstanding  the foregoing, in the event Landlord  elects  to
maintain rental loss insurance pursuant to Section 20.4, then the
following  shall  apply: In the event that as  a  result  of  any
casualty damage to the Premises, Tenant is prevented from  using,
and  does  not  use, the Premises or does not  use  some  portion
thereof,  then the Rent shall be abated or reduced, as  the  case
may  be,  during  the  period  that Tenant  continues  to  be  so
prevented  from using and does not use the Premises or  does  not
use  some  portion thereof, in the proportion that  the  rentable
square  feet  of  the  portion of the  Premises  that  Tenant  is
prevented  from  using,  and does not use,  bears  to  the  total
rentable square feet of the Premises; 'provided, however,  Tenant
shall  only  be entitled to such abatement so long as  Tenant  is
complying with its Restoration obligations under Section 1  B.  1
and  in no event may such abatement continue beyond the later  to
occur  of (i) twelve (12) months following the casualty  or  (ii)
the  expiration  date  of coverage under Landlord's  rental  loss
insurance policy.  Notwithstanding the foregoing to the contrary,
if  the damage is due to the willful or intentional misconduct of
Tenant or any Tenant Parties, there shall be no abatement of Rent
unless such abatement (i) is covered by the rental loss insurance
maintained  by  Landlord or (ii) would have been covered  by  the
rental  insurance loss insurance required to be maintained  under
Section  20.4  in the event Landlord has failed to maintain  such
insurance.

18.4  Adjustment  of Loss and Disbursement of Insurance  Proceeds
upon  Restoration.   Except for Restoration  that  is  reasonably
expected to cost less than Fifty Thousand Dollars ($50,000),  any
adjustment of the loss with the insurance company(ies) by  Tenant
must  be  made  with  Landlord's  consent,  which  will  not   be
unreasonably withheld or delayed.  If Landlord elects to maintain
All  Risk insurance pursuant to Section 20.4, then Landlord shall
adjust  any  loss  covered thereby subject to  Tenant's  consent,
which will not be unreasonably withheld or delayed.  All proceeds
of the insurance policies maintained pursuant to Section 20.1 (a)
and/or  Section  20.4  ("Proceeds") shall  be  deposited  with  a
depository  acceptable to Landlord and Tenant (the "Depository").
If the Proceeds are insufficient to cover the anticipated cost of
Restoration,  Tenant shall deposit with the Depository  prior  to
the  commencement  of Restoration funds in  the  amount  of  such
deficiency.   The  Depository shall  disburse  the  Proceeds  and
Tenant's  funds, if applicable, during the course of  Restoration
in   accordance   with   customary  construction   disbursements,
including   a  ten  percent  (10%)  retention.   If,  after   the
Restoration  has been completed in accordance with the  terms  of
this  Lease,  there are remaining funds held by  the  Depository,
then  such funds (after first deducting from such funds the  fees
and expenses of the Depository) shall be delivered to Tenant.  If
there  are  not  sufficient  funds  remaining  to  pay  for   the
Depository's  fees and expenses, Tenant shall be responsible  for
the payment of same.

18.5  Disbursement of Insurance Proceeds upon Termination.   Upon
any  termination  of  this Lease under  the  provisions  of  this
Article 18, all proceeds from insurance policies maintained under
Section 20 shall be disbursed and paid to Landlord, except to the
extent  such  proceeds  are paid by one  or  more  insurers  with
respect to Tenant's furniture, equipment trade fixtures and other
personal  property and those items of Tenant Changes  and  Tenant
Improvements  that  must  be removed from  the  Premises  at  the
expiration  or  earlier  termination of this  Lease  pursuant  to
Section 12.2.

18.6  Waiver  of Termination.  The agreements contained  in  this
Article 10 provide a material part of the consideration for  this
Lease  and in bargaining for and obtaining its rights under  this
Article 18, Tenant waives any right to terminate this Lease under
Section 1932 and/or 1933 of the Civil Code of California, or  any
similar statute or law now or hereafter in force.

19.  Eminent Domain.

19.1  Total  or Partial Taking.  In case all of the Premises,  or
such part thereof as shall materially and substantially interfere
with  Tenant's ability to conduct its business upon the Premises,
shall  be  taken  for any public or quasi-public purpose  by  any
lawful   power  or  authority  by  exercise  of  the   right   of
appropriation, condemnation or eminent domain, or sold to prevent
such  taking, Tenant shall have the right to terminate this Lease
effective as of the date possession is required to be surrendered
to  said  authority.  Tenant shall not assert any  claim  against
Landlord or the taking authority for any compensation because  of
such taking, and Landlord shall be entitled to receive the entire
amount  of any award without deduction for any estate or interest
of  Tenant;  provided, however, in the event of  such  a  taking,
Tenant shall be entitled to such portion of the award as shall be
attributable  to  the  loss  of  the  unamortized  cost  of   the
improvements to the Premises made and paid for by Tenant pursuant
to  Exhibit "C" (such amortization being the same as that used by
Tenant  for  federal  income  tax  purposes),  relocation  costs,
goodwill  and for damage to, or the cost of removal of,  Tenant's
personal  property.  In the event the amount of property  or  the
type  of  estate  taken  shall not materially  and  substantially
interfere with the ability of Tenant to conduct its business upon
the Premises, Landlord shall be entitled to the entire amount  of
the award without deduction for any estate or interest of Tenant,
Landlord  shall restore the Premises to substantially their  same
condition prior to such partial taking to the extent of any award
proceeds received by Landlord, and a fair and equitable abatement
shall be made to Tenant for the Annual Rent corresponding to  the
time  during  which, an(i to the part of the Premises  of  which,
Tenant  shall  be  so  deprived on account  of  such  taking  and
restoration.

19.2 Temporary Taking.  In the event of taking of the Premises or
any  part thereof for temporary use, (i) this Lease shall be  and
remain  unaffected  thereby and Rent shall not  abate,  and  (ii)
Tenant  shall be entitled to receive for itself such  portion  or
portions  of  any  award made for such use with  respect  to  the
period  of  the  taking  which is within  the  Lease  Term.   For
purposes  of  this  Section  19.2, a temporary  taking  shall  be
defined as a taking for a period of one (1) year or less.

19.3  Waiver of Termination.  Tenant and Landlord waive any right
to  terminate this Lease under Section 1265.130 of the California
Code  of  Civil Procedure, or any similar statute or law  now  or
hereafter in force.

20. Tenant's Insurance.

20.1  Types of Insurance.  On or before the earlier of the  Early
Occupancy Date (for Parcel 1), the Actual Commencement  Date  for
Parking Lot (for Parcel 2) or the date Tenant commences or causes
to  be commenced any work of any type in or on any portion of the
Premises,  and  continuing during the entire Term,  Tenant  shall
obtain and keep in full force and effect respecting Parcel  1  or
Parcel 2 or both, as applicable, the following insurance:

(a) All  Risk  insurance, including fire and  extended  coverage,
    sprinkler  leakage, vandalism, malicious mischief, flood  (if
    the  Premises  are  in a flood zone) and earthquake  coverage
    upon  property of every description and kind located  on  the
    Premises,  without limitation, furniture, equipment  and  any
    other  personal property, any Tenant Changes, the  Buildings,
    the Tenant Improvements, and the Parking Lot Improvements  in
    an  amount  not less than the full replacement cost  thereof.
    In  the  event that there shall be a dispute as to the amount
    which  comprises  full  replacement  cost,  the  decision  of
    Landlord  or the mortgagees of Landlord shall be presumptive.
    No  co-insurance provision shall apply under  such  insurance
    policy  or,  in the alternative, the insurance  policy  shall
    contain  an  agreed  amount endorsement.  All  references  to
    earthquake  coverage  herein  shall  be  deemed  to   include
    earthquake sprinkler leakage coverage.

     Notwithstanding the foregoing, if earthquake coverage is not
     available  from  an insurer satisfying the  requirements  of
     Section   20.2  below  with  a  deductible  satisfying   the
     requirements  of  Section 20.2 below, or if such  earthquake
     coverage  is  available  from  an  insurer  satisfying   the
     requirements  of  Section  20.2 but  the  premium  for  such
     insurance   is   in   excess  of  Thirty  Thousand   Dollars
     ($30,000.00) per year (the "Cap"), then Tenant, following at
     least  thirty  (30)  days' prior written notice  thereof  to
     Landlord,  shall  have no obligation to maintain  earthquake
     insurance  so  long as such insurance is not  available  for
     less  than  or  equal  to  the Cap;  provided,  however,  if
     Landlord  gives  Tenant written notice  that  Landlord  will
     reimburse  Tenant  one-half  (1/2)  of  the  amount  of  the
     earthquake insurance premium in excess of the Cap and if the
     insurance  policy will satisfy the requirements  of  Section
     20.2,  Tenant  shall be obligated to obtain such  earthquake
     insurance until Landlord gives Tenant written notice of  its
     rescission  of  such election.  If Landlord  has  agreed  to
     reimburse  Tenant  one-half (1/2)  of  the  amount  of  such
     excess,  Landlord  shall  do  so  within  thirty  (30)  days
     following  receipt of an invoice therefor, and  if  Landlord
     fails to so reimburse Tenant, Tenant may deduct one-half (%)
     of  such  excess against Rent.  The Cap shall be subject  to
     annual  increases  in the same proportion as  increases,  if
     any,  in  the  Consumer Price Index-Urban Wage  Earners  and
     Clerical  Workers (Los Angeles-Anaheim-Riverside)  All-items
     Base  1982-84=1 00, or successor index, using the  month  in
     which this Lease is executed as the base month.

(b) Commercial  general  liability insurance coverage,  including
    personal  injury,  bodily injury (including wrongful  death),
    property   damage,   operations  hazard,  owners   protective
    coverage,    contractual   liability   (including    Tenant's
    indemnification  obligations  under  this  Lease,   including
    Section   17   hereof,   but  only   to   the   extent   such
    indemnification  obligations are covered under  a  commercial
    general liability policy), liquor liability (if Tenant serves
    or  stores  alcohol on the Premises), products and  completed
    operations  liability,  and owned/non-owned  auto  liability,
    with  a  general  aggregate of not  less  than  Five  Million
    Dollars  ($5,000,000).  The general aggregate amount of  such
    commercial  general  liability insurance shall  be  increased
    every  five  (5) years during the Term of this  Lease  to  an
    amount  reasonably  required by  Landlord  but  in  no  event
    greater  than  that commonly required of similar  tenants  of
    similar  buildings in the Rancho Bernardo area of  San  Diego
    County.

(c) Workers compensation and employees liability insurance, in
    statutory amounts and limits.

(d) Loss  of  income,  extra  expense and  business  interruption
    insurance  covering  a  minimum  of  twelve  (12)  months  of
    Tenant's  Rent and such additional amounts as will  reimburse
    Tenant  for  direct or indirect loss of earnings attributable
    to  all perils commonly insured against by prudent tenants or
    attributable  to  prevention of access  to  the  Premises  or
    Tenant's parking areas as a result of such perils.

(e) Any other form or forms of insurance as Tenant or Landlord or
    the  mortgagees of Landlord may reasonably require from  time
    to  time,  in  form, amounts and for insurance risks  against
    which a prudent tenant would protect itself, but only to  the
    extent  such risks and amounts are available in the insurance
    market at commercially reasonable costs.

20.2 Requirements.  Each policy required to be obtained by Tenant
hereunder  shall:  (a)  be issued by insurers  authorized  to  do
business in the state in which the Premises is located and  rated
not less than financial class VII, and not less than policyholder
rating  A- in the most recent version of Best's Key Rating  Guide
(provided  that, in any event, the same insurance  company  shall
provide  the coverages described in Sections 20.1 (a) and 20.1(d)
above);  (b) be in then-standard form; (c) name Tenant  as  named
insured  thereunder  and shall name Landlord and,  at  Landlord's
request, Landlord's mortgagees and ground lessors of which Tenant
has  been  informed in writing, as additional insureds (and  with
respect  to the insurance described in Sections 20.1 (a) and  (d)
above,  as  loss-payees  thereunder),  all  as  their  respective
interests  may appear (however, as to the insurance described  in
Section  20.1  (d)  above,  the  loss-payees'  interest  in   the
insurance  proceeds  will  be  limited  only  to  those   amounts
allocable  to Tenant's rental obligations hereunder  following  a
casualty at the Premises and shall be further limited to  as  and
when  such rental obligations become due and payable); (d)  shall
not  have  a  deductible amount exceeding  Ten  Thousand  Dollars
($10,000.00) (or such higher amount as Landlord may permit in its
reasonable discretion, but in no event may the All-Risk insurance
deductible  be greater than five percent (5%) of the  replacement
cost),  except  that  with  respect to earthquake  coverage,  the
deductible amount shall not exceed ten percent (10%) of the total
insured  value  (however, the deductible shall be, at  Landlord's
option, five percent (5%) during all times Tenant has a net worth
of  less than Twenty-Five Million Dollars ($25,000,000), as  such
net worth amount is subject to increase in the same manner as the
Cap pursuant to Section 20.1 (a) above); (e) specifically provide
that  the  insurance afforded by such policy for the  benefit  of
Landlord  and Landlord's mortgagees and ground lessors  shall  be
primary,  and  any  insurance carried by Landlord  or  Landlord's
mortgagees   and  ground  lessors  shall  be  excess   and   non-
contributing;  (o  except  for worker's  compensation  insurance,
contain an endorsement that the insurer (only with respect to the
policy  required by Section 20.1 (a) above) waives its  right  to
subrogation as described in Section 22 below; and (g) contain  an
undertaking by the insurer to notify Landlord (and the mortgagees
and  ground  lessors  of  Landlord who are  named  as  additional
insureds) in writing not less than thirty (30) days prior to  any
change,  reduction in coverage, cancellation or other termination
thereof.   Tenant  agrees  to deliver to  Landlord,  as  soon  as
practicable after the placing of the required insurance,  but  in
no  event  later than ten (1 0) days after the date Tenant  takes
possession of all or any part of the Premises, certificates  from
the  insurance company evidencing the existence of such insurance
and  Tenant's  compliance with the foregoing provisions  of  this
Section 20).  Tenant shall cause replacement certificates  to  be
delivered  to Landlord not less than five (5) days prior  to  the
expiration  of any such policy or policies.  If any such  initial
or  replacement certificates are not furnished within the time(s)
specified  herein,  Tenant  shall be deemed  to  be  in  material
default  under  this Lease without the benefit of any  additional
notice  or  cure  period  provided in  Section  22.1  below,  and
Landlord shall have the right, but not the obligation, to procure
such policies and certificates at Tenant's expense.

20.3  Effect on Insurance.  Tenant shall not do or permit  to  be
done  anything  which  will violate or invalidate  any  insurance
policy maintained by Tenant hereunder.  If Tenant's occupancy  or
conduct  of  its  business in or on the Premises results  in  any
increase  in  premiums  for any insurance  carried  by  Landlord,
Tenant  shall pay such increase as additional rent within ten  (1
0)  days  after  being  billed  therefor  by  Landlord.   If  any
insurance  coverage  carried by Landlord  shall  be  canceled  or
reduced   (or   cancellation  or  reduction  thereof   shall   be
threatened) by reason of the use or occupancy of the Premises  by
Tenant  or by anyone permitted by Tenant to be upon the Premises,
and if Tenant fails to remedy such condition within five (5) days
after  notice  thereof, Tenant shall be deemed to be  in  default
under this Lease, without the benefit of any additional notice or
cure  period specified in Section 22.1 below, and Landlord  shall
have  all  remedies provided in this Lease, at law or in  equity,
including, without limitation, the right (but not the obligation)
to  enter  upon the Premises and attempt to remedy such condition
at Tenant's cost.

20.4 Landlord's Option to Insure.  Landlord shall have the option
from time to time to maintain the All Risk insurance referred  to
in  Section 20.1(a) above covering the property described therein
(other  than Tenant's personal property, furniture and equipment,
which  Tenant  shall  continue  to  insure)  and/or  rental  loss
insurance  covering Tenant's rental obligations hereunder  for  a
period  of at least twelve (12) months (or such longer period  of
time  as  Tenant  may  request) by giving Tenant  written  notice
thereof.   If Landlord elects to maintain such insurance,  Tenant
shall  have  no  obligation to maintain  such  insurance  on  the
property or obligations covered thereby until Landlord elects not
to  maintain such insurance by giving Tenant at least sixty  (60)
days'  prior  written  notice thereof.   Tenant  shall  reimburse
Landlord,  as additional rent, the cost of such insurance  within
thirty  (30)  days  following receipt  of  an  invoice  therefor;
however,  Tenant's obligation to reimburse the cost of earthquake
coverage  in  excess of the Cap shall be limited to  one-half  of
such excess.

21. Waiver of Subrogation.

21.1  Waiver.   Notwithstanding any  provision  to  the  contrary
herein,  the  parties  release each other  and  their  respective
agents, employees, successors, assignees and subtenants from  any
claims  or  damages or losses which are caused by or result  from
(a)  property damage insured against under any property insurance
policy carried by Tenant pursuant to the provisions of this Lease
and  enforceable at the time of such damage or loss or  which  is
actually  carried by either party, or (b) property  damage  which
would  have  been  covered  under any insurance  required  to  be
obtained and maintained by Tenant under Section 20 of this  Lease
(or which Landlord has elected to carry under Section 20.4 above)
had  such  insurance  been obtained and  maintained  as  required
therein.  The foregoing waiver shall be in addition to, and not a
limitation  of, any other waivers or releases contained  in  this
Lease.

21.2  Waiver  of Insurers.  Each party shall cause  any  property
insurance  policy obtained by it with respect to the Premises  to
provide that the insurer waives all rights of recovery by way  of
subrogation  in  connection with any claims, losses  and  damages
covered  by  such  policy.  If Tenant fails to maintain  property
insurance required hereunder (or if Landlord elects to carry  the
All-Risk  insurance  pursuant to Section 20.4  and  fails  to  so
maintain  such insurance), such insurance shall be deemed  to  be
self-insured  with  a deemed full waiver of  subrogation  as  set
forth in the immediately preceding sentence.

22. Tenant's Default and Landlord's Remedies.

22.1    Tenant's Default, The occurrence of any one or more of
the following events shall constitute an "Event of
Default" under this Lease by Tenant:

(a) the  vacation  or  abandonment of  the  Premises  by  Tenant.
    "Abandonment" is herein defined to mean any absence by Tenant
    from  the Premises for five (5) Business Days or longer while
    in  default of any other provision of this Lease.  "Vacation"
    shall   mean  vacating  the  Premises  without  providing   a
    reasonable  level of security to minimize the  potential  for
    vandalism,  or  where the coverage of the property  insurance
    under Section 20.1 (a) is jeopardized as a result thereof;

(b) the  failure  by Tenant to make any payment of  Rent  or  any
    other payment required to be made by Tenant hereunder, within
    three (3) Business Days after Tenant's receipt of notice from
    Landlord that such payment is past due;

    (c)    the failure by Tenant to observe or perform any of the
    express  or implied covenants or provisions of this Lease  to
    be  observed or performed by Tenant, other than as  specified
    in Sections 22.1 (a) or . (b) above, where such failure shall
    continue  for  a  period of thirty (30)  days  after  written
    notice  thereof  from Landlord to Tenant; provided,  however,
    that,  if  the nature of Tenant's default is such  that  more
    than  thirty (30) days are reasonably required for its  cure,
    then  Tenant shall not be deemed to be in default  if  Tenant
    shall  commence such cure within said thirty (30) day  period
    and  thereafter diligently prosecute such cure to completion;
    or

    (d)    (i) the making by Tenant of any general assignment for
    the  benefit  of  creditors, (ii) the filing  by  or  against
    Tenant of a petition to have Tenant adjudged a bankrupt or  a
    petition  for  reorganization or arrangement  under  any  law
    relating  to  bankruptcy (unless, in the case of  a  petition
    filed  against the Tenant, the same is dismissed within sixty
    (60) days), (iii) the appointment of a trustee or receiver to
    take  possession  of  substantially all  of  Tenant's  assets
    located  at  the  Premises or of Tenant's  interest  in  this
    Lease,  where  possession is not restored  to  Tenant  within
    sixty  (60) days, or (iv) the attachment, execution or  other
    judicial  seizure  of substantially all  of  Tenant's  assets
    located at the Premises or of Tenant's interest in this Lease
    where such seizure is not discharged within sixty (60) days.

Any notice under this Section 22.1 shall be in lieu of, and not
in addition to, any notice required under California Code of
Civil Procedure, Section 1161.

22.2 Landlord's Remedies; Termination.  In the event of any such
default by Tenant, in addition to any other remedies available to
Landlord under this Lease, at law or in equity, Landlord shall
have the immediate option to terminate this Lease and all rights
of Tenant hereunder.  In the event that Landlord shall elect to
so terminate this Lease,  then Landlord may recover from Tenant:

(a) the worth at the time of award of any unpaid rent which had
    been earned at the time of such termination; plus

(b) the worth at the time of the 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 Tenant proves could have been reasonably  avoided;
    plus

(c) 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 Tenant
    proves could be reasonably avoided; plus

(d) any other amount necessary to compensate Landlord for all the
    detriment  proximately caused by Tenant's failure to  perform
    its  obligations under this Lease or which, in  the  ordinary
    course  of  things,  would  be  likely  to  result  therefrom
    including, but not limited to: unamortized Tenant Improvement
    costs; attorneys' fees; unamortized brokers' commissions; the
    costs of refurbishment, alterations, renovation and repair of
    the Premises; and removal (including the repair of any damage
    caused by such removal) and storage (or disposal) of Tenant's
    personal   property,  equipment,  fixtures,  Tenant  Changes,
    Tenant  Improvements  and any other  items  which  Tenant  is
    required under this Lease to remove but does not remove,

As  used in Sections 22.2(a) and 22.2(b) above, the "worth at the
time  of  award" is computed by allowing interest at the Interest
Rate  set  forth  in  Section 1.13 of the Summary.   As  used  in
Section  22.2(c)  above, the "worth at  the  time  of  award"  is
computed by discounting such amount at the discount rate  of  the
Federal  Reserve Bank of San Francisco at the time of award  plus
one percent (1%).

22.3  Landlord's Remedies; Re-Entry Rights.  In the event of  any
such  default  by  Tenant,  in addition  to  any  other  remedies
available  to  Landlord under this Lease, at law  or  in  equity,
Landlord  shall also have the right, with or without  terminating
this  Lease, to re-enter the Premises and remove all persons  and
property from the Premises; such property may be removed,  stored
and/or disposed of pursuant to Section 12.4 of this Lease or  any
other  procedures permitted by applicable law.   No  re-entry  or
taking  possession of the Premises by Landlord pursuant  to  this
Section  22.3, and no acceptance of surrender of the Premises  or
other  action  on  Landlord's part,  shall  be  construed  as  an
election to terminate this Lease unless a written notice of  such
intention be given to Tenant or unless the termination thereof be
decreed  by a court of competent jurisdiction or unless  Tenant's
right to possession of the Premises is terminated.

22.4 Landlord's Remedies; Continuation of Lease.  In the event of
any  such  default by Tenant, in addition to any  other  remedies
available  to  Landlord under this Lease, at law  or  in  equity,
Landlord  shall  have the right to continue this  Lease  in  full
force and effect, whether or not Tenant shall have abandoned  the
Premises so long as Landlord does not terminate Tenant's right to
possession of the Premises.  The foregoing remedy shall  also  be
available  to Landlord pursuant to California Civil Code  Section
1951.4 and any successor statute thereof in the event Tenant  has
abandoned the Premises.  In the event Landlord elects to continue
this  Lease  in  full force and effect pursuant to  this  Section
22.4,  then  Landlord shall be entitled to  enforce  all  of  its
rights  and  remedies under this Lease, including  the  right  to
recover  rent  as  it becomes due.  Landlord's  election  not  to
terminate this Lease pursuant to this Section 22.4 or pursuant to
any other provision of this Lease, at law or in equity, shall not
preclude  Landlord from subsequently electing to  terminate  this
Lease or pursuing any of its other remedies.

22.5   Landlord's  Right  to  Perform.   Except  as  specifically
provided otherwise in this Lease, all covenants and agreements by
Tenant  under this Lease shall be performed by Tenant at Tenant's
sole  cost  and expense and without any abatement  or  offset  of
rent.   If Tenant shall fail to pay any sum of money (other  than
Annual  Rent) or perform any other act on its part to be paid  or
performed hereunder and such failure shall continue for three (3)
Business Days with respect to monetary obligations (or ten (1  0)
days  with  respect to non-monetary obligations)  after  Tenant's
receipt  of  written notice thereof from Landlord, Landlord  may,
without   waiving  or  releasing  Tenant  from  any  of  Tenant's
obligations,  make  such payment or perform  such  other  act  on
behalf of Tenant.  All sums so paid by Landlord and all necessary
incidental  costs incurred by Landlord in performing  such  other
acts  shall be payable by Tenant to Landlord within five (5) days
after demand therefor as additional rent.

22.6 Interest.  If any monthly installment of Annual Rent, or any
other amount payable by Tenant hereunder is not received by
Landlord by the tenth (10th) day following the due date, it shall
bear interest at the Interest Rate set forth in Section 1.14 of
the Summary from the date due until paid.  All interest, and any
late charges imposed pursuant to Section 22.7 below, shall be
considered additional rent due from Tenant to Landlord under the
terms of this Lease.

22.7 Late Charges.  Tenant acknowledges that, in addition to
interest costs, the late payments by Tenant to Landlord of any
Annual Rent or other sums due under this Lease will cause
Landlord to incur costs not contemplated by this Lease, the exact
amount of such costs being extremely difficult and impractical to
fix.  Such other costs include, without limitation, processing,
administrative and accounting charges and late charges that may
be imposed on Landlord by the terms of any mortgage, deed of
trust or related loan documents encumbering the Premises.
Accordingly, if any monthly installment of Annual Rent or any
other amount payable by Tenant hereunder is not received by
Landlord within five (5) days after the due date thereof, Tenant
shall pay to Landlord an additional sum of four percent (4%) of
the overdue amount as a late charge, but in no event more than
the maximum late charge allowed by law.  The parties agree that
such late charge represents a fair and reasonable estimate of the
costs that Landlord will incur by reason of any late payment as
hereinabove referred to by Tenant, and the payment of late
charges and interest are distinct and separate in that the
payment of interest is to compensate Landlord for the use of
Landlord's money by Tenant, while the payment of late charges is
to compensate Landlord for Landlord's processing, administrative
and other costs incurred by Landlord as a result of Tenant's
delinquent payments.  Acceptance of a late charge or interest
shall not constitute a waiver of Tenant's default with respect to
the overdue amount or prevent Landlord from exercising any of the
other rights and remedies available to Landlord under this Lease
or at law or in equity now or hereafter in effect.

22.8  Rights  and Remedies Cumulative.  All rights,  options  and
remedies  of Landlord contained in this Section 22 and  elsewhere
in  this Lease shall be construed and held to be cumulative,  and
no  one  of  them shall be exclusive of the other,  and  Landlord
shall have the right to pursue any one or all of such remedies or
any  other  remedy or relief which may be provided by law  or  in
equity,  whether  or not stated in this Lease.  Nothing  in  this
Section  22 shall be deemed to limit or otherwise affect Tenant's
indemnification  of Landlord pursuant to any  provision  of  this
Lease.

23.  Landlord's Default.  Landlord shall not be in default in the
performance  of  any  obligation  required  to  be  performed  by
Landlord  under this Lease unless Landlord has failed to  perform
such  obligation  within thirty (30) days after  the  receipt  of
written  notice  from  Tenant  specifying  in  detail  Landlord's
failure  to  perform; provided however, that  if  the  nature  of
Landlord's obligation is such that more than thirty (30) days are
required  for its performance, then Landlord shall not be  deemed
in  default  if it commences such performance within such  thirty
(30)  day  period and thereafter diligently pursues the  same  to
completion.   Upon  any such uncured default by Landlord,  Tenant
may  exercise  any of its rights provided in law  or  at  equity;
provided,  however: (a) Tenant shall have no right to  offset  or
abate  Rent  in the event of any default by Landlord  under  this
Lease,  except  to  the  extent offset  rights  are  specifically
provided  to  Tenant  in  this Lease;  (b)  Tenant's  rights  and
remedies hereunder shall be limited to the extent (i) Tenant  has
expressly  waived in this Lease any of such rights  or  remedies,
and/or (ii) this Lease otherwise expressly limits Tenant's rights
or  remedies,  including the limitation on  Landlord's  liability
contained in Section 30 hereof; and (c) Tenant shall not have the
right to terminate this Lease as a result of any such default.

24.   Subordination.  At the request of Landlord or any mortgagee
of  a  mortgage  or  a  beneficiary of a deed  of  trust  now  or
hereafter encumbering all or any portion of the Premises, or  any
lessor  of  any ground or master lease now or hereafter affecting
all  or  any portion of the Premises, this Lease shall be subject
and subordinate at all times to such ground or master leases (and
such  extensions and modifications thereof, and to  the  lien  of
such  mortgages  and deeds of trust (as well as to  any  advances
made  thereunder and to all renewals, replacements, modifications
and  extensions  thereof; provided, however, no subordination  of
this  Lease  shall  result  in  Tenant  being  disturbed  in  its
possession  of  the Premises or in the enjoyment  of  its  rights
under this Lease so long as Tenant is not in default with respect
to  its  obligations  hereunder, and any subordination  agreement
which Landlord, any mortgagee or ground lessor requests Tenant to
execute  to effect or confirm such subordination shall so provide
and shall further provide that if the holder of any such lease or
lien  succeeds  to  the  position of Landlord  under  the  Lease,
whether  by  foreclosure or termination of the ground  or  master
lease,  such successor-in-interest shall recognize Tenant as  its
tenant  and shall perform the obligations of Landlord  under  the
Lease  accruing subsequent to the date such successor-in-interest
succeeds to the position of Landlord and shall recognize Tenant's
offset  rights  under  the  Work  Letter.   Notwithstanding   the
foregoing, Landlord shall have the right to subordinate or  cause
to be subordinated any or all ground or master leases or the lien
of  any or all mortgages or deeds of trust to this Lease.  In the
event  that any ground or master lease terminates for any  reason
or any mortgage or deed of trust is foreclosed or a conveyance in
lieu  of foreclosure is made for any reason, Tenant shall  attorn
to and become the tenant of such successor and such successor-in-
interest  shall recognize Tenant as its tenant and shall  perform
the  obligations of Landlord under the Lease accruing  subsequent
to  the  date such successor-in-interest succeeds to the position
of  Landlord.  Tenant hereby waives its rights under any  current
or future law which gives or purports to give Tenant any right to
terminate  or  otherwise  adversely affect  this  Lease  and  the
obligations  of  Tenant  hereunder  in  the  event  of  any  such
foreclosure proceeding or sale.  Subject to the foregoing, Tenant
covenants  and  agrees to execute and deliver to Landlord  within
ten (1 0) days after receipt of written demand by Landlord and in
the   form   reasonably  required  by  Landlord  and   reasonably
acceptable  to  Tenant, any additional documents  evidencing  the
priority or subordination of this Lease with respect to any  such
ground  or master lease or the lien of any such mortgage or  deed
of  trust or Tenant's agreement to attorn.  Should Tenant fail to
sign  and  return  any such documents within said  ten  (10)  day
period,  and  should such failure continue for an additional  ten
(10)  days  following written notice thereof  to  Tenant,  Tenant
shall  be  in  default  hereunder  without  the  benefit  of  any
additional  notice  or  cure periods specified  in  Section  22.1
above.   Notwithstanding any provision to the  contrary  in  this
Lease, insurance proceeds shall be used as set forth herein,  and
any  subordination agreement to be executed by  Tenant  shall  so
provide  and shall provide that Tenant's offset rights under  the
Work Letter shall be recognized.

25. Estoppel Certificate.

25.1  Tenant's  Obligations.  Within  ten  (1  0)  Business  Days
following  Landlord's written request, Tenant shall  execute  and
deliver   to  Landlord  an  estoppel  certificate,  in   a   form
substantially similar to the form of Exhibit "F" attached hereto,
certifying: (a) the Respective Commencement Dates of this  Lease;
(b)  that  this Lease is unmodified and in full force and  effect
(or, if modified, that this Lease is in full force and effect  as
modified, and stating the date and nature of such modifications);
(c)  the date to which the Rent and other sums payable under this
Lease  have  been paid; (d) that there are not, to  the  best  of
Tenant's  knowledge,  any defaults under  this  Lease  by  either
Landlord or Tenant, except as specified in such certificate;  and
(e)  such  other matters as are reasonably requested by Landlord.
Any  such estoppel certificate delivered pursuant to this Section
25.1  may be relied upon by any mortgagee, beneficiary, purchaser
or  prospective purchaser of any portion of the Premises, as well
as their assignees.

25.2  Tenant's Failure to Deliver.  Tenant's failure  to  deliver
such   estoppel  certificate  within  such  time,  which  failure
continues for an additional ten (10) day period following written
notice  thereof  to Tenant, shall constitute a default  hereunder
without  the  applicability  of any additional  notice  and  cure
periods  specified in Section 22.1 above and shall be  conclusive
upon  Tenant  that: (a) this Lease is in full  force  and  effect
without  modification, except as may be represented by  Landlord;
(b)  there  are  no  uncured defaults in Landlord's  or  Tenant's
performance (other than Tenant's failure to deliver the  estoppel
certificate);  and (c) not more than one (1) month's  rental  has
been  paid  in advance.  Tenant shall indemnify, protect,  defend
(with  counsel  reasonably approved by Landlord in  writing)  and
hold  Landlord  harmless from and against  any  and  all  claims,
judgments,  suits, causes of action, damages, losses, liabilities
and   expenses  (including  attorneys'  fees  and  court   costs)
attributable to any failure by Tenant to timely deliver any  such
estoppel certificate to Landlord pursuant to Section 25.1 above.

26.  Easements.  Landlord reserves to itself the right, from time
to  time,  to  grant such easements, rights and dedications  that
Landlord   deems  necessary  or  desirable,  and  to  cause   the
recordation  of  parcel maps and restrictions, so  long  as  such
easements,  rights,  dedications, maps and  restrictions  do  not
interfere  with the use and enjoyment of the Premises by  Tenant.
Tenant  shall  sign any of the aforementioned documents  promptly
following the request of Landlord.

27. Modification and Cure Rights of Landlord's Mortgagees and
    Lessors.

27.1  Modifications.  If, in connection with Landlord's obtaining
or entering into any financing or ground lease for any portion of
the   Premises,  the  lender  or  ground  lessor  shall   request
modifications to this Lease, Tenant shall, within ten  (10)  days
after  request  therefor,  execute an  amendment  to  this  Lease
including  such  modifications, provided such  modifications  are
reasonable, do not increase the obligations of Tenant  hereunder,
do  not  decrease Tenant's rights and benefits hereunder, and  do
not  otherwise  adversely  affect the  leasehold  estate  created
hereby or Tenant's rights hereunder.

27.2  Cure  Rights.  In the event of any default on the  part  of
Landlord, Tenant will give notice by registered or certified mail
to  any beneficiary of a deed of trust or mortgagee covering  the
Premises  or ground lessor of Landlord whose address  shall  have
been  furnished  to  Tenant  in writing,  and  shall  offer  such
beneficiary, mortgagee or ground lessor a reasonable  opportunity
to   cure  the  default  (including  with  respect  to  any  such
beneficiary  or  mortgagee,  time to  obtain  possession  of  the
Premises, subject to this Lease and Tenant's rights hereunder, by
power  of  sale  or  judicial foreclosure, if such  should  prove
necessary to effect a-cure).

28.   Quiet Enjoyment.  Landlord covenants and agrees with Tenant
that,  upon Tenant performing all of the covenants and provisions
on  Tenant's part to be observed and performed under  this  Lease
(including  payment  of rent hereunder),  Tenant  shall  and  may
peaceably  and  quietly  have, hold and  enjoy  the  Premises  in
accordance with and subject to the terms and conditions  of  this
Lease.

29.  Transfer of Landlord's Interest. The term "Landlord" as used
in  this Lease, so far as covenants or obligations on the part of
the  Landlord are concerned, shall be limited to mean and include
only  the  owner or owners, at the time in question, of  the  fee
title  to,  or  a  lessee's interest in a ground  lease  of,  the
Premises.  In the event of any transfer or conveyance of any such
title  or  interest (other than a transfer for security  purposes
only),  the  transferor shall be automatically  relieved  of  all
covenants  and obligations on the part of Landlord  contained  in
this Lease accruing after the date of such transfer or conveyance
except  that such transferor shall remain liable for any  portion
of  the Security Deposit held by such transferor and not returned
to  Tenant  or  delivered to the transferee at the time  of  such
transfer.   Landlord  and  Landlord's transferees  and  assignees
shall  have the absolute right to transfer all or any portion  of
their  respective title and interest in the Premises and/or  this
Lease  without  the  consent  of Tenant,  and  such  transfer  or
subsequent transfer shall not be deemed a violation on Landlord's
part of any of the terms and conditions of this Lease.

30.    Limitation   on  Landlord's  Liability.    Notwithstanding
anything contained in this Lease to the contrary, the obligations
of  Landlord  under this Lease (including any actual  or  alleged
breach  or  default  by  Landlord)  do  not  constitute  personal
obligations  of the individual partners, directors,  officers  or
shareholders of Landlord or Landlord's partners, and Tenant shall
not  seek  recourse  against the individual partners,  directors,
officers  or shareholders of Landlord or Landlord's partners,  or
any  of  their personal assets for satisfaction of any  liability
with respect to this Lease.  In addition, in consideration of the
benefits   accruing  hereunder  to  Tenant  and   notwithstanding
anything  contained in this Lease to the contrary, Tenant  hereby
covenants  and  agrees for itself and all of its  successors  and
assigns that the liability of Landlord for its obligations  under
this Lease (including any liability as a result of any actual  or
alleged failure, breach or default hereunder by Landlord),  shall
be  limited  solely  to,  and Tenant's and  its  successors'  and
assigns'  sole and exclusive remedy shall be against,  Landlord's
interest  in  the Premises and proceeds therefrom, and  no  other
assets of Landlord.

31. Miscellaneous.

31.1    Governing Law.  This Lease shall be governed by, and
construed pursuant to, the laws of the state in which the
Premises is located.

31.2  Successors  and  Assigns.  Subject  to  the  provisions  of
Section 29 above, and except as otherwise provided in this Lease,
all  of  the  covenants, conditions and provisions of this  Lease
shall  be  binding upon, and shall inure to the benefit  of,  the
parties    hereto   and   their   respective   heirs,    personal
representatives  and permitted successors and assigns;  provided,
however,  no rights shall inure to the benefit of any  Transferee
of  Tenant  unless  the Transfer to such Transferee  is  made  in
compliance  with the provisions of Section 14, and no options  or
other  rights  which are expressly made personal to the  original
Tenant  hereunder  or  in  any rider  attached  hereto  shall  be
assignable  to or exercisable by anyone other than  the  original
Tenant under this Lease except as expressly set forth herein.

31.3 No Merger.  The voluntary or other surrender of this Lease
by Tenant or a mutual termination thereof shall not work as a
merger and shall, at the option of Landlord, either (a) terminate
all or any existing subleases, or (b) operate as an assignment to
Landlord of Tenant's interest under any or all such subleases.

31.4  Professional  Fees.  If either Landlord  or  Tenant  should
bring  suit  against  the  other  with  respect  to  this  Lease,
including  for unlawful detainer or any other relief against  the
other  hereunder (including arbitration proceedings  pursuant  to
the  Work  Letter), then all costs and expenses incurred  by  the
prevailing  party  therein (including,  without  limitation,  its
actual   appraisers',   accountants',   attorneys'   and    other
professional fees, expenses and court costs), shall  be  paid  by
the other party.

31.5 Waiver.  The waiver by either party of any breach by the
other party of any term, covenant or condition herein contained
shall not be deemed to be a waiver of any subsequent breach of
the same or any other term, covenant and condition herein
contained, nor shall any custom or practice which may become
established between the parties in the administration of the
terms hereof be deemed a waiver of, or in any way affect, the
right of any party to insist upon the performance by the other in
strict accordance with said terms.  No waiver of any default of
either party hereunder shall be implied from any acceptance by
Landlord or delivery by Tenant (as the case may be) of any rent
or other payments due hereunder or any omission by the non-
defaulting party to take any action on account of such default if
such default persists or is repeated, and no express waiver shall
affect defaults other than as specified in said waiver.  The
subsequent acceptance of rent hereunder by Landlord shall not be
deemed to be a waiver of any preceding breach by Tenant of any
term, covenant or condition of this Lease other than the failure
of Tenant to pay the particular rent so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of
acceptance of such rent.

31.6  Terms and Headings.  The words "Landlord" and "Tenant" as
used herein shall include the plural as well as the singular.
Words used in any gender include other genders.  The Section
headings of this Lease are not a part of this Lease and shall
have no effect upon the construction or interpretation of any
part hereof.

31.7 Time.  Time is of the essence with respect to performance of
every provision of this Lease in which time or performance is a
factor.  All references in this Lease to "days" shall mean
calendar days unless specifically modified herein to be
"business" days.

31.8  Prior  Agreements; Amendments.  This Lease,  including  the
Summary  and all Exhibits and Riders attached hereto     contains
all  of  the  covenants, provisions, agreements,  conditions  and
understandings   between  Landlord  and  Tenant  concerning   the
Premises and any other matter covered or mentioned in this Lease,
and no prior agreement or understanding, oral or written, express
or  implied, pertaining to the Premises or any such other  matter
shall  be effective for any purpose.  No provision of this  Lease
may  be  amended  or added to except by an agreement  in  writing
signed  by  the parties hereto or their respective successors  in
interest.   The  parties acknowledge that all  prior  agreements,
representations  and negotiations are deemed  superseded  by  the
execution  of  this  Lease to the extent they are  not  expressly
incorporated herein.

31.9 Separability.  The invalidity or unenforceability of any
provision of this Lease (except for Tenant's obligation to pay
Rent) shall in no way affect, impair or invalidate any other
provision hereof, and such other provisions shall remain valid
and in full force and effect to the fullest extent permitted by
law.

31.10      Recording.  Neither Landlord nor Tenant  shall  record
this Lease.  In addition, neither party shall record a short form
memorandum  of this Lease without the prior written consent  (and
signature  on  the  memorandum) of the other, and  provided  that
prior to recordation Tenant executes and delivers to Landlord, in
recordable form, a properly acknowledged quitclaim deed or  other
instrument extinguishing all of the Tenant's rights and  interest
in   and  to  the  Premises,  and  designating  Landlord  as  the
transferee,  which  deed or other instrument  shall  be  held  by
Landlord  and  may  be  recorded  by  Landlord  once  this  Lease
terminates  or  expires (but not prior thereto).  If  such  short
form memorandum is recorded in accordance with the foregoing, the
party  requesting the recording shall pay for  all  costs  of  or
related  to  such  recording,  including,  but  not  limited  to,
recording charges and documentary transfer taxes.

31.11    Exhibits and Riders.  All Exhibits and Riders attached
to this Lease are hereby incorporated in this Lease for all
purposes as though set forth at length herein.


31.12     Auctions.  Tenant shall have no right to conduct any
     auction in, on or about the Premises.

31.13     Accord and Satisfaction.  No payment by Tenant or
     receipt by Landlord of a lesser amount than the rent
payment  herein stipulated shall be deemed to be  other  than  on
account  of  the rent, nor shall any endorsement or statement  on
any check or any letter accompanying any check or payment as rent
be  deemed  an accord and satisfaction, and Landlord  may  accept
such  check or payment without prejudice to Landlord's  right  to
recover  the  balance  of such rent or pursue  any  other  remedy
provided in this Lease.  Tenant agrees that each of the foregoing
covenants  and agreements shall be applicable to any covenant  or
agreement either expressly contained in this Lease or imposed  by
any statute or at common law.

31.14     Financial Statements.  Upon ten (10) days prior written
request from Landlord (which Landlord may make at any time during
the  Term  but  no  more often than once in any  calendar  year),
Tenant  shall  deliver to Landlord then current public  financial
statement  of  Tenant.  At Landlord's request,  Tenant  will  add
Landlord to its mailing list to receive Tenant's public financial
reports  when published (three (3) quarterly reports and one  (1)
annual  report).  If Tenant is not a publicly traded corporation,
then the financial statements to be delivered by Tenant shall  be
prepared  in  accordance  with  generally  acceptable  accounting
principles  and  certified as true in all  material  respects  by
Tenant.

31.15 No Partnership.  Landlord does not, in any way or for any
purpose, become a partner of Tenant in the conduct of its
business, or otherwise, or joint venturer or a member of a joint
enterprise with Tenant by reason of this Lease.

31.16      Force Majeure.  In the event that either party  hereto
shall be delayed or hindered in or prevented from the performance
of  any  act  required hereunder by reason of strikes, lock-outs,
labor troubles, inability to procure materials, failure of power,
governmental moratorium or other governmental action or  inaction
(including   failure,  refusal  or  delay  in  issuing   permits,
approvals  and/or  authorizations), injunction  or  court  order,
riots,  insurrection,  war,  fire,  earthquake,  flood  or  other
natural  disaster or other reason of a like nature not the  fault
of  the  party delaying in performing work or doing acts required
under  the  terms  of  this Lease (but excluding  delays  due  to
financial   inability)  (herein  collectively,   "Force   Majeure
Delays"), then performance of such act shall be excused  for  the
period  of  the delay and the period for the performance  of  any
such  act shall be extended for a period equivalent to the period
of  such  delay.  The provisions of this Section 31.16 shall  not
apply to nor operate to excuse Tenant from the payment of Monthly
Rent,   additional  rent  or  any  other  payments  strictly   in
accordance with the terms of this Lease.

31.17  Counterparts.  This Lease may be executed in one or more
counterparts, each of which shall constitute an original and all
of which shall be one and the same agreement.
 .1

31.18  Nondisclosure  of  Lease Terms.  Tenant  acknowledges  and
agrees  that  the  terms  of  this  Lease  are  confidential  and
constitute  proprietary information of Landlord.   Disclosure  of
the  terms  could  adversely affect the ability  of  Landlord  to
negotiate  other  leases and impair Landlord's relationship  with
other  tenants.   Accordingly, Tenant agrees  that  it,  and  its
partners,  officers, directors, employees, agents and  attorneys,
shall  not  intentionally and voluntarily disclose the terms  and
conditions of this Lease to any newspaper or other publication or
any  other tenant or apparent prospective tenant of the  Building
or  other  portion of the Premises, or real estate agent,  either
directly  or  indirectly, without the prior  written  consent  of
Landlord,  provided, however, that Tenant may disclose the  terms
to  prospective subtenants or assignees under this Lease.  Tenant
shall  have  the  right to make any disclosures  concerning  this
Lease and its terms which are required by law.

31.19      Non-Discrimination.  Tenant  acknowledges  and  agrees
that there shall be no discrimination against, or segregation of,
any  person,  group of persons, or entity on the basis  of  race,
color,  creed,  religion,  age,  sex,  marital  status,  national
origin,  or  ancestry  in the leasing, subleasing,  transferring,
assignment, occupancy, tenure, use, or enjoyment of the Premises,
or any portion thereof.

32. Lease Execution.

32.1  Tenant's  Authority.  If Tenant executes this  Lease  as  a
partnership  or  corporation, then Tenant and the persons  and/or
entities  executing this Lease on behalf of Tenant represent  and
warrant  that:  (a)  Tenant  is a duly  authorized  and  existing
partnership or corporation, as the case may be, and is  qualified
to  do  business in the state in which the Premises are  located;
(b)  such  persons and/or entities executing this Lease are  duly
authorized  to execute and deliver this Lease on Tenant's  behalf
in  accordance with the Tenant's partnership agreement (if Tenant
is a partnership), or a duly adopted resolution of Tenant's board
of   directors  and  the  Tenant's  by-laws  (if  Tenant   is   a
corporation);  and  (c)  this Lease is  binding  upon  Tenant  in
accordance with its terms.

32.2  Joint  and Several Liability.  If more than one  person  or
entity  executes this Lease as Tenant: (a) each of  them  is  and
shall   be  jointly  and  severally  liable  for  the  covenants,
conditions, provisions and agreements of this Lease to  be  kept,
observed  and  performed by Tenant; and (b) the act or  signature
of, or notice from or to, any one or more of them with respect to
this Lease shall be binding upon each and all of the persons  and
entities  executing this Lease as Tenant with the same force  and
effect  as  if  each and all of them had so acted or  signed,  or
given or received such notice.

32.3 No Option.  The submission of this Lease for examination or
execution by Tenant does not constitute a reservation of or
option for the Premises and this Lease shall not become effective
as a Lease until it has been executed by Landlord and delivered
to Tenant.

32.4  Landlord's Authority.  Landlord represents and warrants  to
Tenant  that:  (a)  Landlord is a duly  authorized  and  existing
limited   partnership  and  is  qualified  to  do   business   in
California; (b) the persons and entities executing this Lease are
duly  authorized to execute and deliver this Lease on  Landlord's
behalf  in accordance with Landlord's partnership agreement;  and
(c)  this  Lease is binding upon Landlord in accordance with  its
terms.

IN WITNESS WHEREOF, the parties have executed this Lease as of
the day and year first above written.



"TENANT"                     CYMER, INC.,
                             a Nevada corporation



                              By: /s/
                              Name: William A. Angus, III
                              Title:    Sr. Vice President and
                                        Chief Financial Officer



"LANDLORD"                   AEW/LBA ACQUISITION CO. 11,  LLC,  a
                             California limited liability company

                              By:  Eastrich No. 175, LLC, a
                                   California limited liability
                                   company, its member-manager


                              By: /s/
                              Name:
                              Its:  Authorized Signatory
Exhibits:

Exhibit "A"    Site Plan
Exhibit "B"    Legal Description of Premises
Exhibit "C"    Work Letter Agreement
               Schedule 1  Description of Conceptual Plans
Exhibit "D"    Sample Form of Notice of Lease Term Dates
Exhibit "E"    Environmental Questionnaire
Exhibit "F"    Sample Form of Tenant Estoppel Certificate
Exhibit "G"    Description of Parking Lot Improvements
Exhibit "H"    Prior Occupant's FF&E









The Company will undertake to supply any of the above documents
upon request of the Securities and Exchange Commission.


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