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                                                                   EXHIBIT 10.23

ARTICLE ONE:  BASIC TERMS

     This Article On contains the Basic Terms of this Lease between the Landlord
and Tenant named below. Other Articles, Sections and Paragraphs of the Lease
referred to in this Article One explain and define the Basic Terms and are to be
read in conjunction with the Basic Terms.

          Section 1.01. Date of Lease: December 22, 1995

          Section 1.02. Landlord (include legal entity): DiNapoli, DiNapoli and
     Mulcahy Trust, a California general partnership.
     Address of Landlord:  99 Almaden Boulevard, Suite 565
                           San Jose, CA 95113

          Section 1.03. Tenant (include legal entity): Journal Communications,
     Inc., a Wisconsin Corporation and Imperial Printing Co., a Michigan
     Corporation, a wholly owned subsidiary of Journal Communications, Inc., as
     joint and several co-tenants.
     Address of Tenant:         333 West State Street
                                Milwaukee, Wisconsin 53201-0661

          Section 1.04. Property (include street address, approximate square
     footage and description): 2020 South Tenth Street, San Jose, California,
     approximately 141,520 +/- square foot, single story facility and connector
     building.

          Section 1.05. Lease Term: 9 years 1 months beginning on February 1,
     1997 or such other date as is specified in this Lease, and ending on
     February 28, 2006.

          Section 1.06. Permitted Uses (see Article Five): Office, sales,
     research and development, light assembly and distribution of software
     products, and related legal uses.

          Section 1.07. Tenant's Guarantor (if none, so state): None

          Section 1.08. Brokers (see Article Fourteen) (if none, so state):
     Landlord's Broker: Cornish & Carey Commercial
     Tenant's Broker: CB Commercial

          Section 1.09. Commission Payable to Landlord's Broker (see Article
     Fourteen): per 1/11/95 Exclusive Leasing Listing Agreement.


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          Section 1.10. Initial Security Deposit (see Section 3.03): $35,000.00

          Section 1.11. Vehicle Parking Spaces Allocated to Tenant:
     Approximately 400 spaces.

          Section 1.12. Rent and Other Charges Payable by Tenant:

               (a) BASE RENT: ______________(see Rider to
          Lease)_____________________ Dollars ($______) per month, for the first
          _________ months, as provided in Section 3.01, and shall be increased
          on the first day of the ___________ month(s) after the Commencement
          Date, either (i) as provided in Section 3.02, or (ii)
          ______________________________________________________. (If (ii) is
          completed, then (i) and Section 3.02 are inapplicable.)

               (b) OTHER PERIODIC PAYMENTS: (i) Real Property Taxes (see Section
          4.02); (ii) Utilities (see Section 4.03); (iii) Insurance Premiums
          (see Section 4.04); (iv) Impounds for Insurance Premiums and Property
          Taxes (see Section 4.07); (v) Maintenance, Repairs and Alterations
          (see Article Six).

          Section 1.13. Landlord's Share of Profit on Assignment or Sublease
     (see Section 9.05): fifty percent (50%) of the Profit (the "Landlord's
     Share") or profit on any assignment or sublease during the time period from
     the Commencement Date through October 31, 1998, so long as IBM is the
     sublessee/assignee.

          Section 1.14. Riders: The following Riders are attached to and made a
     part of this Lease (if none, so state): Rider containing (8) sections is
     attached hereto.


ARTICLE TWO: LEASE TERM

          Section 2.01. Lease of Property for Lease Term. Landlord leases the
     Property to Tenant and Tenant leases the Property from Landlord for the
     Lease Term. The Lease Term is for the period stated in Section 1.05 above
     and shall begin and end on the dates specified in Section 1.05 above,
     unless the beginning or end of the Lease Term is changed under any
     provision of this Lease. The "Commencement Date" shall be the date
     specified in Section 1.05 above for the beginning of the Lease Term, unless
     advanced or delayed under any provision of this Lease.

          Section 2.02 Delay in Commencement. Landlord shall not be liable to
     Tenant if Landlord does not deliver possession of the Property to Tenant on
     the Commencement Date. Landlord's non- delivery of the Property to Tenant
     on that date shall not affect this Lease or the obligations of Tenant under
     this Lease except that the Commencement Date shall be delayed until
     Landlord delivers possession of the


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     Property to Tenant and the Lease Term shall be extended for a period equal
     to the delay in delivery of possession of the Property to Tenant, plus the
     number of days necessary to end the Lease Term on the last day of a month.
     If Landlord does not deliver possession of the Property to Tenant within
     sixty (60) days after the Commencement Date, Tenant may elect to cancel
     this Lease by giving written notice to Landlord within ten (10) days after
     the sixty (60)-day period ends. If Tenant gives such notice, the Lease
     shall be cancelled and neither Landlord nor Tenant shall have any further
     obligations to the other. If Tenant does not give such notice, Tenant's
     right to cancel the Lease shall expire and the Lease Term shall commence
     upon the delivery of possession of the Property to Tenant. If delivery of
     possession of the Property to Tenant is delayed, Landlord and Tenant shall,
     upon such delivery, execute an amendment to this Lease setting forth the
     actual Commencement Date and expiration date of the Lease. Failure to
     execute such amendment shall not affect the actual Commencement Date and
     expiration of the Lease.

          Section 2.03. Early Occupancy. If Tenant occupies the Property prior
     to the Commencement Date, Tenant's occupancy of the Property shall be
     subject to all of the provisions of this Lease. Early occupancy of the
     Property shall not advance the expiration date of this Lease. Tenant shall
     pay Base Rent and all other charges specified in this Lease for the early
     occupancy period.

          Section 2.04. Holding Over. Tenant shall vacate the Property upon the
     expiration or earlier termination of this Lease. Tenant shall reimburse
     Landlord for and indemnify Landlord against all damages which Landlord
     incurs from Tenant's delay in vacating the Property. If Tenant does not
     vacate the Property upon the expiration or earlier termination of the Lease
     and Landlord thereafter accepts rent from Tenant, Tenant's occupancy of the
     Property shall be a "month-to-month" tenancy, subject to all of the terms
     of this Lease applicable to a month-to-month tenancy, except that the Base
     Rent then in effect shall be increased by twenty-five percent (25%).

ARTICLE THREE: BASE RENT

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

          Section 3.02. [Deleted]

          Section 3.03. Security Deposit; Increases.

               (a) Upon the execution of this Lease, Tenant shall deposit with
          Landlord a cash Security Deposit in the amount set forth in Section
          1.10 above. Landlord may apply all or part of the Security



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          Deposit to any unpaid rent or other charges due from Tenant or to cure
          any other defaults of Tenant. If Landlord uses any part of the
          Security Deposit, Tenant shall restore the Security Deposit to its
          full amount within ten (10) days after Landlord's written request.
          Tenant's failure to do so shall be a material default under this
          Lease. No Interest shall be paid on the Security Deposit. Landlord
          shall not be required to keep the Security Deposit separate from its
          other accounts and no trust relationship is created with respect to
          the Security Deposit.

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

          Section 3.04. Termination; Advance Payments. Upon termination of this
     Lease Agreement pursuant to Article Seven (Damage or Destruction), Article
     Eight (Condemnation), or any other termination not resulting from Tenant's
     default, and after Tenant has vacated the Property in a manner required by
     this Lease, Landlord shall refund or credit to Tenant (or Tenant's
     successor) the unused portion of the Security Deposit, any advance rent or
     other advance payments made by Tenant to Landlord, and any amounts paid for
     real property taxes and other reserves which apply to any time periods
     after termination of the Lease.

ARTICLE FOUR: OTHER CHARGES PAYABLE BY TENANT

          Section 4.01. Additional Rent. All charges payable to Tenant other
     than Base Rent are called "Additional Rent." Unless this Lease provides
     otherwise, Tenant shall pay all Additional Rent then due with the next
     monthly installment of Base Rent. The term "rent" shall mean Base Rent and
     Additional Rent.

          Section 4.01. Property Taxes.

          (a) Real Property Taxes. Tenant shall pay all real property taxes on
     the Property (including any fees, taxes or assessments against, or as a
     result of, any tenant improvements installed on the Property by or for the
     benefit of Tenant) during the Lease Term. Subject to Paragraph 4.02(c) and
     Section 4.07 below, such payment shall be made at least ten (10) days prior
     to the delinquency date of the taxes. Within such ten (10)-day period,
     Tenant shall furnish Landlord with satisfactory evidence that the real
     property taxes have been paid. Landlord shall reimburse Tenant for any real
     property taxes paid by Tenant covering any period of time prior to or after
     the Lease Term. If Tenant fails to pay the real property taxes when due,
     Landlord may pay the taxes and Tenant shall reimburse Landlord for the
     amount of such tax payment as Additional Rent.

          (b) Definition of "Real Property Tax." "Real property tax" means: (i)
     any fees, license fee, license tax, business license fee, commercial rental
     tax, levy, charge, assessment, penalty or tax imposed by any taxing
     authority against the Property; (ii) any tax on the Landlord's right to
     receive, or the receipt


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     of, rent or income from the Property or against Landlord's business of
     leasing the Property; (iii) any tax or charge for fire protection, streets,
     sidewalks, road maintenance, refuse or other services provided to the
     Property by any governmental agency; (iv) any tax imposed upon this
     transaction or based upon a re- assessment of the Property due to a change
     of ownership, as defined by applicable law, or other transfer of all or
     part of Landlord's interest in the Property; and (v) any charge or fee
     replacing any tax previously included within the definition of real
     property tax. "Real property tax" does not, however, include Landlord's
     federal or state income, franchise, inheritance or estate taxes.

          (c) Joint Assessment. If the Property is not separately assessed,
     Landlord shall reasonably determine Tenant's share of the real property tax
     payable by Tenant under Paragraph 4.02(a) from the assessor's worksheets or
     other reasonably available information. Tenant shall pay such share to
     Landlord within fifteen (15) days after receipt of Landlord's written
     statement.

          (d) Personal Property Taxes.

               (i) Tenant shall pay all taxes charged against trade fixtures,
          furnishings, equipment or any other personal property belonging to
          Tenant. Tenant shall try to have personal property taxed separately
          from the Property.

               (ii) If any of Tenant's personal property is taxed with the
          Property, Tenant shall pay Landlord the taxes for the personal
          property within fifteen (15) days after Tenant receives a written
          statement from Landlord for such personal property taxes.

          (e) Tenant's Right to Contest Taxes. Tenant may attempt to have the
     assessed valuation of the Property reduced or may initiate proceedings to
     contest the real property taxes. If required by law, Landlord shall join in
     the proceedings brought by Tenant. However, Tenant shall pay all costs of
     the proceedings, including any costs or fees incurred by Landlord. Upon the
     final determination of any proceeding or contest, Tenant shall immediately
     pay the real property taxes due, together with all costs, charges, interest
     and penalties incidental to the proceedings. If Tenant does not pay the
     real property taxes when due and contest such taxes, Tenant shall not be in
     default under this Lease for nonpayment of such taxes if Tenant deposits
     funds with Landlord or opens an interest-bearing account reasonably
     acceptable to Landlord in the joint names of Landlord and Tenant. The
     amount of such deposit shall be sufficient to pay the real property taxes
     plus a reasonable estimate of the interest, costs, charges and penalties
     which may accrue if Tenant's action is unsuccessful, less any applicable
     tax impounds previously paid by Tenant to Landlord. The deposit shall be
     applied to the real property taxes due, as determined at such proceedings.
     The real property taxes shall be paid under protest from such deposit if
     such payment under protest is necessary to prevent the Property from being
     sold under a "tax sale" or similar enforcement proceeding.


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          Section 4.03. Utilities. Tenant shall pay, directly to the appropriate
     supplier, the cost of all natural gas, heat, light, power, sewer service,
     telephone, water, refuse disposal and other utilities and services supplied
     to the Property. However, if any services or utilities are jointly metered
     with other property, Landlord shall make a reasonable determination of
     Tenant's proportionate share of the cost of such utilities and services and
     Tenant shall pay such share to Landlord within fifteen (15) days after
     receipt of Landlord's written statement.

          Section 4.04 Insurance Policies.

               (a) Liability Insurance. During the Lease Term, Tenant shall
          maintain a policy of commercial general liability insurance (sometimes
          known as broad form comprehensive general liability insurance)
          insuring Tenant against liability for bodily injury, property damage
          (including loss of use of property) and personal injury arising out of
          the operation, use or occupancy of the Property. Tenant shall name
          Landlord and Landlord's lender as an additional insured under such
          policy. The initial amount of such insurance shall be One Million
          Dollars ($1,000,000) per occurrence and shall be subject to periodic
          increase based upon inflation, increased liability awards,
          recommendation of Landlord's professional insurance advisers and other
          relevant factors. The liability insurance obtained by Tenant under
          this Paragraph 4.04(a) shall (i) be primary and non-contributing; (ii)
          contain cross-liability endorsements; and (iii) insure Landlord
          against Tenant's performance under Section 5.05, if the matters giving
          rise to the indemnity under Section 5.05 result from the negligence of
          Tenant. The amount and coverage of such insurance shall not limit
          Tenant's liability nor relieve Tenant of any other obligation under
          this Lease. Landlord may also obtain comprehensive public liability
          insurance in an amount and with coverage determined by Landlord
          insuring Landlord against liability arising out of ownership,
          operation, use or occupancy of the Property. The policy obtained by
          Landlord shall not be contributory and shall not provide primary
          insurance.

               (b) Property and Rental Income Insurance. During the Lease Term,
          Landlord shall maintain policies of Insurance covering loss of or
          damage to the Property in the full amount of its replacement value.
          Such policy shall contain an Inflation Guard Endorsement and shall
          provide protection against all perils included within the
          classification of fire, extended coverage, vandalism, malicious
          mischief special extended perils (all risk), sprinkler leakage and any
          other perils which Landlord deems reasonably necessary. Landlord shall
          have the right to obtain flood and earthquake insurance if required by
          a lender holding a security interest in the Property. Landlord shall
          not obtain insurance for Tenant's fixtures or equipment or building
          improvements installed by Tenant on the Property. During the Lease
          Term, Landlord shall also maintain a rental income insurance policy,
          with loss payable to Landlord, in an amount equal to one year's Base
          Rent, plus estimated real property taxes and insurance premiums.
          Tenant shall be liable for the payment of any deductible amount under
          Landlord's or Tenant's insurance policies maintained pursuant to this
          Section 4.04, in an amount not to exceed Ten Thousand Dollars
          ($10,000). Tenant shall not do or permit anything to be done which
          invalidates any such insurance policies.


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               (c) Payment of Premiums. Subject to Section 4.07, Tenant shall
          pay all premiums for the insurance policies described in Paragraphs
          4.01(a) and (b) (whether obtained by Landlord or Tenant) within
          fifteen (15) days after Tenant's receipt of a copy of the premium
          statement of other evidence of the amount due, except Landlord shall
          pay all premiums for non-primary comprehensive public liability
          insurance which Landlord elects to obtain as provided in Paragraph
          4.04(a). If insurance policies maintained by Landlord cover
          improvements on real property other than the Property, Landlord shall
          deliver to Tenant a statement of the premium applicable to the
          Property showing in reasonable detail how Tenant's share of the
          premium was computed. If the Lease Term expires before the expiration
          of an insurance policy maintained by Landlord, Tenant shall be liable
          for Tenant's prorated share of the insurance premiums. Before the
          Commencement Date, Tenant shall deliver to Landlord a copy of any
          policy of insurance which Tenant is required to maintain under this
          Section 4.04. At least thirty (30) days prior to the expiration of any
          such policy, Tenant shall deliver to Landlord a renewal of such
          policy. As an alternative to providing a policy of insurance, Tenant
          shall have the right to provide Landlord a certificate of insurance,
          executed by an authorized officer of the insurance company, showing
          that the insurance which Tenant is required to maintain under this
          Section 4.04 is in full force and effect and containing such other
          information which Landlord reasonably requires.

               (d) General Insurance Provisions.

                    (i) Any insurance which Tenant is required to maintain under
               this Lease shall include a provision which requires the Insurance
               carrier to give Landlord not less than thirty (30) days' written
               notice prior to any cancellation or modification of such
               coverage.

                    (ii) If Tenant fails to deliver any policy, certificate or
               renewal to Landlord required under this Lease within the
               prescribed time period or if any such policy is cancelled or
               modified during the Lease Term without Landlord's consent,
               Landlord may obtain such insurance, in which case Tenant shall
               reimburse Landlord for the cost of such insurance within fifteen
               (15) days after receipt of a statement that indicates the cost of
               such insurance.

                    (iii) Tenant shall maintain all insurance required under
               this Lease with companies holding a "General Policy Rating" of
               A-12 or better, as set forth in the most current issue of Best
               Key Rating Guide. Landlord and Tenant acknowledge the insurance
               markets are rapidly changing and that insurance in the form and
               amounts described in this Section 4.04 may not be available in
               the future. Tenant acknowledges that the insurance described in
               this Section 4.04 is for the primary benefit of Landlord. If at
               any time during the Lease Term, Tenant is unable to maintain the
               insurance required under the Lease, Tenant shall nevertheless
               maintain insurance coverage which is customary and commercially
               reasonable in the insurance industry for Tenant's type of
               business, as that coverage may change from time to time. Landlord
               makes no representation as to the adequacy of such insurance to
               protect Landlord's or Tenant's interests. Therefore, Tenant shall


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               obtain any such additional property or liability insurance which
               Tenant deems necessary to protect Landlord and Tenant.

                    (iv) Unless prohibited under any applicable insurance
               policies maintained, Landlord and Tenant each hereby waive any
               and all rights of recovery against the other, or against the
               officers, employees, agents, or representatives of the other, for
               loss of or damage to its property or the property of others under
               its control, if such loss or damage is covered by any insurance
               policy in force (whether or not described in this Lease) at the
               time of such loss or damage. Upon obtaining the required policies
               of insurance, Landlord and Tenant shall give notice to the
               insurance carriers of this mutual waiver of subrogation.

          Section 4.05. Late Charges. Tenant's failure to pay rent promptly may
     cause Landlord to incur unanticipated costs. The exact amount of such costs
     are impractical or extremely difficult to ascertain. Such costs may
     include, but are not limited to, processing and accounting charges and late
     charges which may be imposed on Landlord by any ground lease, mortgage or
     trust deed encumbering the Property. Therefore, if Landlord does not
     receive any rent payment within ten (10) days after it becomes due, Tenant
     shall pay Landlord a late charge equal to ten percent (10%) of the overdue
     amount. The parties agree that such late charge represents a fair and
     reasonable estimate of the costs Landlord will incur by reason of such late
     payment.

          Section 4.06. Interest on Past Due Obligations. Any amount owed by
     Tenant to Landlord which is not paid when due shall bear interest at the
     rate of fifteen percent (15%) per annum from the due date of such amount.
     However, interest shall not be payable on late charges to be paid by Tenant
     under this Lease. The payment of interest on such amounts shall not excuse
     or cure any default by Tenant under this Lease. If the interest rate
     specified in this Lease is higher than the rate permitted by law, the
     interest rate is hereby decreased to the maximum legal interest rate
     permitted by law.

          Section 4.07. Impounds for Insurance Premiums and Real Property Taxes.
     If requested by any ground lessor or lender to whom Landlord has granted a
     security interest in the Property, or if Tenant is more than ten (10) days
     late in the payment of rent mor than once in any consecutive twelve (12)-
     month period, Tenant shall pay Landlord a sum equal to one-twelfth (1/12)
     of the annual real property taxes and insurance premiums payable by Tenant
     under this Lease, together with each payment of Base Rent. Landlord shall
     hold such payments in a non-interest bearing impound account. If unknown,
     Landlord shall reasonably estimate the amount of real property taxes and
     insurance premiums when due. Tenant shall pay any deficiency of funds in
     the impound account to Landlord upon written request. If Tenant defaults
     under this Lease, Landlord may apply any funds in the impound account to
     any obligation then due under this Lease.

ARTICLE FIVE:  USE OF PROPERTY


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          Section 5.01. Permitted Uses. Tenant may use the Property only for the
     Permitted Uses set forth in Section 1.06 above.

          Section 5.02. Manner of Use. Tenant shall not cause or permit the
     Property to be used in any way which constitutes a violation of any law,
     ordinance, or governmental regulation or order, which annoys or interferes
     with the rights of other tenants of Landlord, or which constitutes a
     nuisance or waste. Tenant shall obtain and pay for all permits, including a
     Certificate of Occupancy, required for Tenant's occupancy of the Property
     and shall promptly take all actions necessary to comply with all applicable
     statutes, ordinances, rules, regulations, orders and requirements
     regulating the use by Tenant of the Property, including the Occupational
     Safety and Health Act.

          Section 5.03. [Deleted] See Rider.

          Section 5.04. Signs and Auctions. Tenant shall not place any signs on
     the Property without Landlord's prior written consent. Tenant shall not
     conduct or permit any auctions or sheriff's sales of the Property.

          Section 5.05. Indemnity. Tenant shall indemnify Landlord against and
     hold Landlord harmless from any and all costs, claims or liability arising
     from : (a) Tenant's use of the Property; (b) the conduct of Tenant's
     business or anything else done or permitted by Tenant to be done in or
     about the Property, including any contamination of the Property or any
     other property resulting from the presence or use of Hazardous Material
     caused or permitted by Tenant; (c) any breach or default in the performance
     of Tenant's obligations under this Lease; (d) any misrepresentation or
     breach of warranty by Tenant under this Lease; or (e) other acts or
     omissions of Tenant. Tenant shall defend Landlord against any such cost,
     claim or liability at Tenant's expense with counsel reasonably acceptable
     to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for
     any legal fees or costs incurred by Landlord in connection with any such
     claim. As a material part of the consideration to Landlord, Tenant assumes
     all risk of damage to property or injury to persons in or about the
     Property arising from any cause, and Tenant hereby waives all claims in
     respect thereof against Landlord, except for any claim arising out of
     Landlord's gross negligence or willful misconduct. As used in this Section,
     the term "Tenant" shall include Tenant's employees, agents, contractors and
     invitees, if applicable.

          Section 5.06. Landlord's Access. Landlord or its agents may enter the
     Property at all reasonable times to show the Property to potential buyers,
     investors or tenants or other parties; to do any other act or to inspect
     and conduct tests in order to monitor Tenant's compliance with all
     applicable environmental laws and all laws governing the presence and use
     of Hazardous Material; or for any other purpose Landlord deems necessary.
     Landlord shall give Tenant prior notice of such entry, except in the case
     of an emergency. Landlord may place customary "For Sale" or "For Lease"
     signs on the Property.


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          Section 5.07. Quiet Possession. If Tenant pays the rent and complies
     with all other terms of this Lease, Tenant may occupy and enjoy the
     Property for the full Lease Term, subject to the provisions of this Lease.

ARTICLE SIX: CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS

          Section 6.01. Existing Conditions. Tenant accepts the Property in its
     condition as of the execution of the Lease, subject to all recorded
     matters, laws, ordinances, and governmental regulations and orders. Except
     as provided herein, Tenant acknowledges that neither Landlord nor any agent
     of Landlord has made any representation as to the conditions of the
     Property or the suitability of the Property for Tenant's intended use.
     Tenant represents and warrants that Tenant has made its own inspection of
     and inquiry regarding the condition of the Property and is not relying on
     any representations of Landlord or any Broker with respect thereto. If
     Landlord or Landlord's Broker has provided a Property Information Sheet or
     other Disclosure Statement regarding the Property, a copy is attached as an
     exhibit to the Lease.

          Section 6.02. Exemption of Landlord from Liability. Landlord shall not
     be liable for any damage or injury to the person, business (or any loss of
     income therefrom), goods, wares, merchandise or other property of Tenant,
     Tenant's employees, invitees, customers or any other person in or about the
     Property, whether such damage or injury is caused by or results from: (a)
     fire, steam, electricity, water, gas or rain; (b) the breakage, leakage,
     obstruction or other defects of pipes, sprinklers, wires, appliances,
     plumbing, air conditioning or lighting fixtures or any other cause; (c)
     conditions arising in or about the Property or upon other portions of the
     Project, or from other sources or places; or (d) any act or omission of any
     other tenant of the Project. Landlord shall not be liable for any such
     damage or injury even though the cause of or the means of repairing such
     damage or injury are not accessible to Tenant. The provisions of this
     Section 6.02 shall not, however, exempt Landlord from liability for
     Landlord's gross negligence or willful misconduct.

          Section 6.03. Landlord's Obligations. Subject to the provisions of
     Article Seven (Damage or Destruction) and Article Eight (Condemnation),
     Landlord shall have absolutely no responsibility to repair, maintain or
     replace any portion of the Property at any time, except that Landlord shall
     be responsible to maintain and repair the structural portions of the
     building and the roof. Additionally, Landlord shall maintain and repair the
     roof membrane until a new ten (10) year or better roof membrane is
     installed at Landlord's sole cost, after which time, the maintenance,
     repair and replacement of the roof membrane shall become Tenant's sole
     obligation. Tenant waives the benefit of any present or future law which
     might give Tenant the right to repair the Property at Landlord's expense or
     to terminate the Lease due to the condition of the Property.

          Section 6.04. Tenant's Obligations.


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               (a) Except as provided in Article Seven (Damage or Destruction)
          and Article Eight (Condemnation), Tenant shall keep all portions of
          the Property (including structural, nonstructural, interior, exterior,
          and landscaped areas, portions, systems and equipment) in good order,
          condition and repair (including interior repainting and refinishing,
          as needed). If any portion of the Property or an system or equipment
          in the Property which Tenant is obligated to repair cannot be fully
          repaired or restored, Tenant shall promptly replace such portion of
          the Property or system or equipment in the Property, regardless of
          whether the benefit of such replacement extends beyond the Lease Term;
          but if the benefit or useful life of such replacement extends beyond
          the Lease Term (as such term may be extended by exercise of any
          options), the useful life of such replacement shall be prorated over
          the remaining portion of the Lease Term (as extended), and Tenant
          shall be liable only for that portion of the cost which is applicable
          to the Lease Term (as extended). Tenant shall maintain a preventive
          maintenance contract providing for the regular inspection and
          maintenance of the heating and air condition system by a licensed
          heating and air conditioning contractor. If any part of the Property
          is damaged by any act or omission of Tenant, Tenant shall pay Landlord
          the cost of repairing or replacing such damaged property, whether or
          not Landlord would otherwise be obligated to pay the cost of
          maintaining or repairing such property. It is the intention of
          Landlord and Tenant that at all times Tenant shall maintain the
          portions of the Property which Tenant is obligated to maintain in an
          attractive, first-class and fully operative condition, in compliance
          with all existing applicable laws and regulations, codes and
          ordinances except that Tenant shall not be required to make any
          alterations for the purpose of complying with any code or ordinance in
          effect as of December 31, 1995.

               (b) Tenant shall fulfill all of Tenant's obligations under this
          Section 6.04 at Tenant's sole expense. If Tenant fails to maintain,
          repair or replace the Property as required by this Section 6.04,
          Landlord may, upon ten (10) days' prior written notice to Tenant
          (except that no notice shall be required in the case of an emergency),
          enter the Property and perform such maintenance or repair (including
          replacement, as needed) on behalf of Tenant. In such case, Tenant
          shall reimburse Landlord for all costs incurred in performing such
          maintenance or repair immediately upon demand.

          Section 6.05. Alterations, Additions, and Improvements.

               (a) Tenant shall not make any alterations, additions, or
          improvements to the Property without Landlord's prior written consent,
          except for non-structural alterations which do not exceed Ten Thousand
          Dollars ($10,000) in cost cumulatively over the Lease Term and which
          are not visible from the outside of any building of which the Property
          is party. Landlord may require Tenant to provide demolition and/or
          lien and completion bonds in form and amount satisfactory to Landlord.
          Tenant shall promptly remove any alterations, additions, or
          improvements constructed in violation of this Paragraph 6.05(a) upon
          Landlord's written request. All alterations, additions, and
          improvements shall be done in a good and workmanlike manner, in
          conformity with all applicable laws and regulations, and by a
          contractor approved by Landlord. Upon completion of any such work,
          Tenant shall provide Landlord with "as-built" plans, copies of all
          construction contracts, and proof of payment for all labor and
          materials.


                                       11
<PAGE>

               (b) Tenant shall pay when due all claims for labor and material
          furnished to the Property. Tenant shall give Landlord at least twenty
          (20) days' prior written notice of the commencement of any work on the
          Property, regardless of whether Landlord's consent to such work is
          required. Landlord may elect to record and post notices of
          non-responsibility on the Property.

          Section 6.06. Condition upon Termination. Upon the termination of the
     Lease, Tenant shall surrender the Property to Landlord, broom clean and in
     the same condition as received except for ordinary wear and tear which
     Tenant was not otherwise obligated to remedy under any provision of this
     Lease. However, Tenant shall not be obligated to repair any damage which
     Landlord is required to repair under Article Seven (Damage or Destruction).
     In addition, Landlord may require Tenant to remove any alterations,
     additions or improvements (whether or not made with Landlord's consent)
     prior to the expiration of the Lease and to restore the Property to its
     prior condition, all at Tenant's expense. All alterations, additions, and
     improvements which Landlord has not required Tenant to remove shall become
     Landlord's property and shall be surrendered to Landlord upon the
     expiration or earlier termination of the Lease, except that Tenant may
     remove any of Tenant's machinery or equipment which can be removed without
     material damage to the Property. Tenant shall repair, at Tenant's expense,
     any damage to the Property caused by the removal of any such machinery or
     equipment. In no event, however, shall Tenant remove any of the following
     materials or equipment (which shall be deemed Landlord's property) without
     Landlord's prior written consent: any power wiring or power panels;
     lighting or lighting fixtures; wall coverings; drapes, blinds or other
     window coverings; carpets or other floor coverings; heaters, air
     conditioners or any other heating or air conditioning equipment; fencing or
     security gates; or other similar building operating equipment and
     decorations.

ARTICLE SEVEN: DAMAGE OR DESTRUCTION

          Section 7.01. Partial Damage to Property.

               (a) Tenant shall notify Landlord in writing immediately upon the
          occurrence of any damage to the Property. If the Property is only
          partially damaged (i.e., less than fifty percent (50%) of the Property
          is untenantable as a result of such damage or less than fifty percent
          (50%) of Tenant's operations are materially impaired) and if the
          proceeds received by Landlord from the insurance policies described in
          Paragraph 4.04(b) are sufficient to pay for the necessary repairs,
          this Lease shall remain in effect and Landlord shall repair the damage
          as soon as reasonably possible. Landlord may elect (but is not
          required) to repair any damage to Tenant's fixtures, equipment, or
          improvements.

               (b) If the insurance proceeds received by Landlord are not
          sufficient to pay the entire cost of repair, or if the cause of the
          damage is not covered by the insurance policies which Landlord
          maintains under Paragraph 4.04(b), Landlord may elect either to (i)
          repair the damage as soon as reasonably possible, in which case this
          Lease shall remain in full force and effect, or (ii) terminate this
          Lease as of the


                                       12
<PAGE>

          date the damage occurred. Landlord shall notify Tenant within thirty
          (30) days after receipt of notice of the occurrence of the damage
          whether Landlord elects to repair the damage or terminate the Lease.
          If Landlord elects to repair the damage, Tenant shall pay Landlord the
          "deductible amount" (if any) under Landlord's insurance policies and,
          if the damage was due to an act or omission of Tenant, or Tenant's
          employees, agents, contractors or invitees, the difference between the
          actual cost of repair and any insurance proceeds received by Landlord.
          If Landlord elects to terminate the Lease, Tenant may elect to
          continue this Lease in full force and effect, in which case Tenant
          shall repair any damage to the Property and any building in which the
          Property is located. Tenant shall pay the cost of such repairs, except
          that upon satisfactory completion of such repairs, Landlord shall
          deliver to Tenant any insurance proceeds received by Landlord for the
          damage repaired by Tenant. Tenant shall give Landlord written notice
          of such election within ten (10) days after receiving Landlord's
          termination notice.

               (c) If the damage to the Property occurs during the last six (6)
          months of the Lease Term and such damage will require more than thirty
          (30) days to repair, either Landlord or Tenant may elect to terminate
          this Lease as of the date the damage occurred, regardless of the
          sufficiency of any insurance proceeds. The party electing to terminate
          this Lease shall give written notification to the other party of such
          election within thirty (30) days after Tenant's notice to Landlord of
          the occurrence of the damage.

          Section 7.02. Substantial or Total Destruction. If the Property is
     substantially or totally destroyed by any cause whatsoever (i.e., the
     damage to the Property is greater than partial damage as described in
     Section 7.01), and regardless of whether Landlord receives any insurance
     proceeds, this Lease shall terminate as of the date the destruction
     occurred. Notwithstanding the preceding sentence, if the Property can be
     rebuilt within six (6) months after the date of destruction, Landlord may
     elect to rebuild the Property at Landlord's own expense, in which case this
     Lease shall remain in full force and effect. Landlord shall notify Tenant
     of such election within thirty (30) days after Tenant's notice of the
     occurrence of total or substantial destruction. If Landlord so elects,
     Landlord shall rebuild the Property at Landlord's sole expense, except that
     if the destruction was caused by an act or omission of Tenant, Tenant shall
     pay Landlord the difference between the actual cost of rebuilding and any
     insurance proceeds received by Landlord.

          Section 7.03. Temporary Reduction of Rent. If the Property is
     destroyed or damaged and Landlord or Tenant repairs or restores the
     Property pursuant to the provisions of this Article Seven, any rent payable
     during the period of such damage, repair and/or restoration shall be
     reduced according to the degree, if any, to which Tenant's use of the
     Property is impaired. However, the reduction shall not exceed the sum of
     one year's payment of Base Rent, insurance premiums and real property
     taxes. Except for such possible reduction in Base Rent, insurance premiums
     and real property taxes, Tenant shall not be entitled to any compensation,
     reduction, or reimbursement from Landlord as a result of any damage,
     destruction, repair or restoration of or to the Property.


                                       13
<PAGE>

          Section 7.04. Waiver. Tenant waives the protection of any statute,
     code or judicial decision which grants a tenant the right to terminate a
     Lease in the event of the substantial or total destruction of the leased
     property. Tenant agrees that the provisions of Section 7.02 above shall
     govern the rights and obligations of Landlord and Tenant in the event of
     any substantial or total destruction to the Property.


ARTICLE EIGHT: CONDEMNATION

     If all or any portion of the Property is taken under the power of eminent
domain or sold under the threat of that power (all of which are called
"Condemnation"), this Lease shall terminate as to the part taken or sold on the
date the condemning authority takes title or possession, whichever occurs first.
If more than twenty percent (20%) of the floor area of the building in which the
Property is located, or which is located on the Property, is taken, either
Landlord or Tenant may terminate this Lease as of the date the condemning
authority takes title or possession, by delivering written notice to the other
within ten (10) days after receipt of written notice of such taking (or in the
absence of such notice, within ten (10) days after the condemning authority
takes title or possession). If neither Landlord nor Tenant terminates this
Lease, this Lease shall remain in effect as to the portion of the Property not
taken, except that the Base Rent and Additional Rent shall be reduced in
proportion to the reduction in the floor area of the Property. Any Condemnation
award or payment shall be distributed in the following order: (a) first, to any
ground lessor, mortgagee or beneficiary under a deed of trust encumbering the
Property, the amount of its interest in the Property; (b) second, to Tenant,
only the amount of any award specifically designated for loss of or damage to
Tenant's trade fixtures or removable personal property; and (c) third, to
Landlord, the remainder of such award, whether as compensation for reduction in
the value of the leasehold, the taking of the Property, or otherwise. If this
Lease is not terminated, Landlord shall repair any damage to the Property caused
by the Condemnation, except that Landlord shall not be obligated to repair any
damage for which Tenant has been reimbursed by the condemning authority. If the
severance damages received by Landlord are not sufficient to pay for such
repair, Landlord shall have the right to either terminate this Lease or make
such repair at Landlord's expense.

ARTICLE NINE: ASSIGNMENT AND SUBLETTING

          Section 9.01. Landlord's Consent Required. No portion of the Property
     or of Tenant's interest in this Lease may be acquired by any other person
     or entity, whether by sale, assignment, mortgage, sublease, transfer,
     operation of law, or act of Tenant, without Landlord's prior written
     consent, except as provided in Section 9.02 below. Landlord has the right
     to grant or withhold its consent as provided in Section 9.05 below. Any
     attempted transfer without consent shall be void and shall constitute a
     non- curable breach of this Lease. If Tenant is a partnership, any
     cumulative transfer or more than twenty percent (20%) of the partnership
     interests shall require Landlord's consent. If Tenant is a corporation, any

                                       14
<PAGE>

     change in the ownership of a controlling interest of the voting stock of
     the corporation shall require Landlord's consent.

          Section 9.02. Tenant Affiliate. Tenant may assign this Lease or
     sublease the Property, without Landlord's consent, to any corporation which
     controls, is controlled by or is under common control with Tenant, or to
     any corporation resulting from the merger of or consolidation with Tenant
     ("Tenant's Affiliate"). In such case, any Tenant's Affiliate shall assume
     in writing all of Tenant's obligations under this Lease.

          Section 9.03. No Release of Tenant. No transfer permitted by this
     Article Nine, whether with or without Landlord's consent, shall release
     Tenant or change Tenant's primary liability to pay the rent and to perform
     all other obligations of Tenant under this Lease. Landlord's acceptance of
     rent from any other person is not a waiver of any provision of this Article
     Nine. Consent to one transfer is not a consent to any subsequent transfer.
     If Tenant's transferee defaults under this Lease, Landlord may proceed
     directly against Tenant without pursuing remedies against the transferee.
     Landlord may consent to subsequent assignments or modifications of this
     Lease by Tenant's transferee, without notifying Tenant or obtaining its
     consent. Such action shall not relieve Tenant's liability under this Lease.

          Section 9.04. Offer to Terminate. If Tenant desires to assign the
     Lease or sublease the Property, Tenant shall have the right to offer, in
     writing, to terminate the Lease as of a date specified in the offer. If
     Landlord elects in writing to accept the offer to terminate within twenty
     (20) days after notice of the offer, the Lease shall terminate as of the
     date specified and all the terms and provisions of the Lease governing
     termination shall apply. If Landlord does not so elect, the Lease shall
     continue in effect until otherwise terminated and the provisions of Section
     9.05 with respect to any proposed transfer shall continue to apply.

          Section 9.05. Landlord's Consent.

               (a) Tenant's request for consent to any transfer described in
          Section 9.01 shall set forth in writing the details of the proposed
          transfer, including the name, business and financial condition of the
          prospective transferee, financial details of the proposed transfer
          (e.g., the term of and the rent and security deposit payable under any
          proposed assignment or sublease), and any other information Landlord
          deems relevant. Landlord shall have the right to withhold consent, if
          reasonable, or to grant consent, based on the following factors: (i)
          the business of the proposed assignee or subtenant and the proposed
          use of the Property; (ii) the net worth and financial reputation of
          the proposed assignee or subtenant; (iii) Tenant's compliance with all
          the obligations under the Lease; and (iv) such other factors as
          Landlord may reasonably deem relevant. If Landlord objects to a
          proposed assignment solely because of the net worth and/or financial
          reputation of the proposed assignee, Tenant may nonetheless sublease
          (but no assign), all or a portion of the Property to the proposed
          transferee, but only on the other terms of the proposed transfer.

                                       15
<PAGE>

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

                    (i) Tenant shall pay to Landlord as Additional Rent under
               the Lease the Landlord's Share (stated in Section 1.13) of the
               Profit (defined below) on such transaction as and when received
               by Tenant, unless Landlord gives written notice to Tenant and the
               assignee or subtenant that Landlord's share shall be paid by the
               assignee or subtenant to Landlord directly. The "Profit" means
               (A) all amounts paid to Tenant for such assignment or sublease,
               including "key" money, monthly rent in excess of the monthly rent
               payable under the Lease, and all fees and other consideration
               paid for the assignment or sublease, including fees under any
               collateral agreements, less (B) costs and expenses directly
               incurred by Tenant in connection with the execution and
               performance of such assignment or sublease for real estate
               broker's commissions and costs of renovation or construction of
               tenant improvements required under such assignment or sublease.
               Tenant is entitled to recover such costs and expenses before
               Tenant is obligated to pay the Landlord's Share to Landlord. The
               Profit in the case of a sublease of less than all the Property is
               the rent allocable to the subleased space as a percentage on a
               square footage basis.

                    (ii) Tenant shall provide Landlord a written statement
               certifying all amounts to be paid from any assignment or sublease
               of the Property within thirty (30) days after the transaction
               documentation is signed, and Landlord may inspect Tenant's books
               and record to verify the accuracy of such statement. On written
               request, Tenant shall promptly furnish to Landlord copies of all
               the transaction documentation, all of which shall be certified by
               Tenant to be complete, true and correct. Landlord's receipt of
               Landlord's Share shall not be a consent to any further assignment
               or subletting. The breach of Tenant's obligation under this
               Paragraph 9.05(b) shall be a material default of the Lease

          Section 9.06. No Merger. No merger shall result from Tenant's sublease
     of the Property under this Article Nine, Tenant's surrender of this Lease
     or the termination of this Lease in any other manner. In any such event,
     Landlord may terminate any or all subtenancies or succeed to the Interest
     of Tenant as sublandlord under any or all subtenancies.

ARTICLE TEN: DEFAULTS; REMEDIES

          Section 10.01. Covenants and Conditions. Tenant's performance of each
     of Tenant's obligations under this Lease is a condition as well as a
     covenant. Tenant's right to continue in possession of the Property is
     conditioned upon such performance. Time is of the essence in the
     performance of all covenants and conditions.


                                       16
<PAGE>

          Section 10.02. Defaults. Tenant shall be in material default under
     this Lease:

               (a) If Tenant abandons the Property or if Tenant's vacation of
          the Property results in the cancellation of any insurance described in
          Section 4.04;

               (b) If Tenant fails to pay rent or any other charge when due;

               (c) If Tenant fails to perform any of Tenant's non-monetary
          obligations under this Lease for a period of thirty (30) days after
          written notice from Landlord; provided that if more than thirty (30)
          days are required to complete such performance, Tenant shall not be in
          default if Tenant commences such performance within the thirty
          (30)-day period and thereafter diligently pursues its completion.
          However, Landlord shall not be required to give such notice if
          Tenant's failure to perform constitutes a non-curable breach of this
          Lease. The notice required by this Paragraph is intended to satisfy
          any and all notice requirements imposed by law on Landlord and is not
          in addition to any such requirement.

               (d) (i) If Tenant makes a general assignment or general
          arrangement for the benefit of creditors; (ii) if a petition for
          adjudication of bankruptcy or for reorganization or rearrangement is
          filed by or against Tenant and is not dismissed within thirty (30)
          days; (iii) if a trustee or receiver is appointed to take possession
          of substantially all of Tenant's assets located at the Property or of
          Tenant's interest in this Lease and possession is not restored to
          Tenant within thirty (30) days; or (iv) if substantially all of
          Tenant's assets located at the Property or of Tenant's interest in
          this Lease is subjected to attachment, execution or other judicial
          seizure which is not discharged within thirty (30) days. If a court of
          competent jurisdiction determines that any of the acts described in
          this subparagraph (d) is not a default under this Lease, and as
          trustee is appointed to take possession (or if Tenant remains a debtor
          in possession) and such trustee or Tenant transfers Tenant's interest
          hereunder, then Landlord shall receive, as Additional Rent, the
          excess, if any, of the rent (or any other consideration) paid in
          connection with such assignment or sublease over the rent payable by
          Tenant under this Lease.

               (e) If any guarantor of the Lease revokes or otherwise
          terminates, or purports to revoke or otherwise terminate, any guaranty
          of all or any portion of Tenant's obligations under the Lease. Unless
          otherwise expressly provided, no guaranty of the Lease is revocable.

          Section 10.03. Remedies. On the occurrence of any material default by
     Tenant, Landlord may, at any time thereafter, with or without notice or
     demand and without limiting Landlord in the exercise of any right or remedy
     which Landlord may have:

               (a) Terminate Tenant's right to possession of the Property by any
          lawful means, in which case this Lease shall terminate and Tenant
          shall immediately surrender possession of the Property to Landlord. In
          such event, Landlord shall be entitled to recover from Tenant all
          damages incurred by Landlord by


                                       17
<PAGE>

          reason of Tenant's default, including (i) the worth at the time of the
          award of the unpaid Base Rent, Additional Rent and other charges which
          Landlord had earned at the time of the termination; (ii) the worth at
          the time of the award of the amount by which the unpaid Base Rent,
          Additional Rent and other charges which Landlord would have earned
          after termination until the time of the award exceeds the amount of
          such rental loss that Tenant proves Landlord could have reasonably
          avoided; (iii) the worth at the time of the award of the amount by
          which the unpaid Base Rent, Additional Rent and other charges which
          Tenant would have paid for the balance of the Lease Term after the
          time of award exceeds the amount of such rental loss that Tenant
          proves Landlord could have reasonably avoided; and (iv) any other
          amount necessary to compensate Landlord for all the detriment
          proximately caused by Tenant's failure to perform its obligations
          under the Lease or which in the ordinary course of things would be
          likely to result therefrom, including, but no limited to, any costs or
          expenses Landlord incurs in maintaining or preserving the Property
          after such default, the cost of recovering possession of the Property,
          expenses of reletting, including necessary renovation or alteration of
          the Property, Landlord's reasonable attorneys' fees incurred in
          connection therewith, and any real estate commission paid or payable.
          As used in subparts (i) and (ii) above, the "worth at the time of the
          award" is computed by allowing interest on unpaid amounts at the rate
          of fifteen percent (15%) per annum, or such lesser amount as may then
          be the maximum lawful rate. As used in subpart (iii) above, the "worth
          at the time of the award" is computed by discounting such amount at
          the discount rate of the Federal Reserve Bank of San Francisco at the
          time of the award, plus one percent (1%). If Tenant has abandoned the
          Property, Landlord shall have the option of (i) retaking possession of
          the Property and recovering from Tenant the amount specified in this
          Paragraph 10.03(a), or (ii) proceeding under Paragraph 10.03(b);

               (b) Maintain Tenant's right to possession, in which case this
          Lease shall continue in effect whether or not Tenant has abandoned the
          Property. In such event Landlord shall be entitled to enforce all of
          Landlord's rights and remedies under this Lease, including the right
          to recover the rent as it becomes due;

               (c) Pursue any other remedy now or hereafter available to
          Landlord under the laws or judicial decisions of the state in which
          the Property is located.

          Section 10.04. Repayment of "Free" Rent. If this Lease provides for a
     postponement of any monthly rental payments, a period of "free" rent or
     other rent concession, such postponed rent or "free" rent is called the
     "Abated Rent." Tenant shall be credited with having paid all of the Abated
     Rent on the expiration of the Lease Term only if Tenant has fully,
     faithfully, and punctually performed all of Tenant's obligations hereunder,
     including the payment of all rent (other than the Abated Rent) and all
     other monetary obligations and the surrender of the Property in the
     physical condition required by this Lease. Tenant acknowledges that its
     right to receive credit for the Abated Rent is absolutely conditioned upon
     Tenant's full, faithful and punctual performance of its obligations under
     this Lease. If Tenant defaults and does not cure within any applicable
     grace period, the Abated Rent shall immediately become due and payable in
     full


                                       18
<PAGE>

     and this Lease shall be enforced as if there were no such rent abatement or
     other rent concession. In such case, Abated Rent shall be calculated based
     on the full initial rent payable under this Lease.

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

          Section 10.06. Cumulative Remedies. Landlord's exercise of any right
     or remedy shall not prevent it from exercising any other right or remedy.

ARTICLE ELEVEN: PROTECTION OF LENDERS

          Section 11.01. Subordination. Landlord shall have the right to
     subordinate this Lease to any ground Lease, deed of trust or mortgage
     encumbering the Property, any advances made on the security thereof and any
     renewals, modifications, consolidations, replacements or extensions
     thereof, whenever made or recorded. Tenant shall cooperate with Landlord
     and any lender which is acquiring a security interest in the Property or
     the Lease. Tenant shall execute such further documents and assurances as
     such lender may require, provided that Tenant's obligations under this
     Lease shall not be increased in any material way (the performance of
     ministerial acts shall not be deemed material), and Tenant shall not be
     deprived of its rights under this Lease. Tenant's right to quiet possession
     of the Property during the Lease Term shall not be disturbed if Tenant pays
     the rent and performs all of Tenant's obligations under this Lease and is
     not otherwise in default. If any ground lessor, beneficiary or mortgager
     elects to have this Lease prior to the lien of its ground lease, deed of
     trust or mortgage and gives written notice thereof to Tenant, this Lease
     shall be deemed prior to such ground lease, deed of trust or mortgage or
     the date of recording thereof.

          Section 11.02. Attornment. If Landlord's interest in the Property is
     acquired by any ground lessor, beneficiary under a deed of trust,
     mortgagee, or purchaser at a foreclosure sale, Tenant shall attorn to the
     transferee of or successor to Landlord's interest in the Property and
     recognize such transferee or successor as Landlord under this Lease. Tenant
     waives the protection of any statute or rule of law which


                                       19
<PAGE>

     gives or purports to give Tenant any right to terminate this Lease or
     surrender possession of the Property upon the transfer of Landlord's
     interest.

          Section 11.03. Signing of Documents. Tenant shall sign and deliver any
     instrument or documents necessary or appropriate to evidence any such
     attornment or subordination or agreement to do so. If Tenant fails to do so
     within ten (10) days after written request, Tenant hereby makes,
     constitutes and irrevocably appoints Landlord, or any transferee or
     successor of Landlord, the attorney-in-fact of Tenant to execute and
     deliver any such instrument or document.

          Section 11.04. Estoppel Certificates.

               (a) Upon Landlord's written request, Tenant shall execute,
          acknowledge and deliver to Landlord a written statement certifying:
          (i) that none of the terms or provisions of this Lease have been
          changed (or if they have been changed, stating how they have been
          changed); (ii) that this Lease has not been cancelled or terminated;
          (iii) the last date of payment of the Base Rent and other charges and
          the time period covered by such payment; (iv) that the Landlord is not
          in default under this Lease (or, if Landlord is claimed to be in
          default, stating why); and (v) such other representations or
          information with respect to Tenant or the Lease as Landlord may
          reasonably request or which any prospective purchaser or encumbrancer
          of the Property may require. Tenant shall deliver such statement to
          Landlord within ten (10) days after Landlord's request. Landlord may
          give any such statement by Tenant to any prospective purchaser or
          encumbrancer of the Property. Such purchaser or encumbrancer may rely
          conclusively upon such statement as true and correct.

               (b) If Tenant does not deliver such abatement to Landlord within
          such ten (10)-day period, Landlord, and any prospective purchaser or
          encumbrancer, may conclusively presume and rely upon the following
          facts: (i) that the terms and provisions of this Lease have not been
          changed except as otherwise represented by Landlord; (ii) that this
          Lease has not been cancelled or terminated except as otherwise
          represented by Landlord; (iii) that not more than one month's Base
          Rent or other charges have been paid in advance; and (iv) that
          Landlord is not in default under the Lease. In such event, Tenant
          shall be estopped from denying the truth of such facts.

          Section 11.05. Tenants Financial Condition. Within ten (10) days after
     written request from Landlord, Tenant shall deliver to Landlord such
     financial statements as Landlord reasonably requires to verify the net
     worth of Tenant or any assignee, subtenant, or guarantor of Tenant. In
     addition, Tenant shall deliver to any lender designated by Landlord any
     financial statements required by such lender to facilitate the financing or
     refinancing of the Property. Tenant represents and warrants to Landlord
     that each such financial statement is a true and accurate statement as of
     the date of such statement. All financial statements shall be confidential
     and shall be used only for the purposes set forth in this Lease.


                                       20
<PAGE>

ARTICLE TWELVE: LEGAL COSTS

          Section 12.01. Legal Proceedings. If Tenant or Landlord shall be in
     breach or default under this Lease, such party (the "Defaulting Party")
     shall reimburse the other party (the "Nondefaulting Party") upon demand for
     any costs or expenses that the Nondefaulting Party incurs in connection
     with any breach or default of the Defaulting Party under this Lease,
     whether or not suit is commenced or judgment entered. Such costs shall
     include legal fees and costs incurred for the negotiation of a settlement,
     enforcement of rights or otherwise. Furthermore, if any action for breach
     of or to enforce the provisions of this Lease is commenced, the court in
     such action shall award to the party in whose favor a judgment is entered,
     a reasonable sum as attorneys' fees and costs. The losing party in such
     action shall pay such attorneys' fees and costs. Tenant shall also
     indemnify Landlord against and hold Landlord harmless from all costs,
     expenses, demands, and liability Landlord may incur if Landlord becomes or
     is made a party to any claim or action (a) instituted by Tenant against any
     third party, or by any third party against Tenant, or by or against any
     person holding any interest under or using the Property by license of or
     agreement with Tenant; (b) for foreclosure of any lien for labor or
     material furnished to or for Tenant or such other person; (c) otherwise
     arising out of or resulting from any act or transaction of Tenant or such
     other person; or (d) necessary to protect Landlord's interest under the
     Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the
     United States Code, as amended. Tenant shall defend Landlord against any
     such claim or action at Tenant's expense with counsel reasonably acceptable
     to Landlord or, at Landlord's election, Tenant shall reimburse Landlord for
     any legal fees or costs Landlord incurs in any such claim or action.

ARTICLE THIRTEEN: MISCELLANEOUS PROVISIONS

          Section 13.01. Non-Discrimination. Tenant promises, and it is a
     condition to the continuance of this Lease, that there will be no
     discrimination against, or segregation of, any person or group of persons
     on the basis of race, color, sex, creed, national origin or ancestry in the
     leasing, subleasing, transferring, occupancy, tenure or use of the Property
     or any portion thereof.

          Section 13.02. Landlord's Liability; Certain Duties.

               (a) As used in this Lease, the term "Landlord" means only the
          current owner or owners of the fee title to the Property or the
          leasehold estate under a ground Lease of the Property at the time in
          question. Each Landlord is obligated to perform the obligations of
          Landlord under this Lease only during the time such Landlord owns such
          interest or title. Any Landlord who transfers its title or interest is
          relieved of all liability with respect to the obligations of Landlord
          under this Lease to be performed on or after the date of transfer.
          However, each Landlord shall deliver to its transferee all funds that
          Tenant previously paid if such funds have not yet been applied under
          the terms of this Lease.

                                       21
<PAGE>

               (b) Tenant shall give written notice of any failure by Landlord
          to perform any of its obligations under this Lease to Landlord and to
          any ground lessor, mortgagee or beneficiary under any deed of trust
          encumbering the Property whose name and address have been furnished to
          Tenant in writing. Landlord shall not be in default under this Lease
          unless Landlord (or such ground lessor, mortgagee or beneficiary)
          fails to cure such non-performance within thirty (30) days after
          receipt of Tenant's notice. However, if such non-performance
          reasonably requires more than thirty (30) days to cure, Landlord shall
          not be in default if such cure is commenced within such thirty
          (30)-day period and thereafter diligently pursued to completion.

               (c) Notwithstanding any term or provision herein to the contrary,
          the liability of Landlord for the performance of its duties and
          obligations under this Lease is limited to Landlord's interest in the
          Property, and neither the Landlord nor its partners, shareholders,
          officers or other principals shall have any personal liability under
          this Lease.

          Section 13.03. Severability. A determination by a court of competent
     jurisdiction that any provision of this Lease or any part thereof is
     illegal or unenforceable shall not cancel or invalidate the remainder of
     such provision of this Lease, which shall remain in full force and effect

          Section 13.04. Interpretation. The captions of the Articles or
     Sections of this Lease are to assist the parties in reading this Lease and
     are not a part of the terms or provisions of this Lease. Whenever required
     by the context of this Lease, the singular shall include the plural and the
     plural shall include the singular. The masculine, feminine and neuter
     genders shall each include the other. In any provision relating to the
     conduct, acts or omissions of Tenant, the term "Tenant" shall include
     Tenant's agents, employees, contractors, invitees, successors or others
     using the Property with Tenant's expressed or implied permission.

          Section 13.05. Incorporation of Prior Agreements; Modifications. This
     Lease is the only agreement between the parties pertaining to the lease of
     the Property and no other agreements are effective. All amendments to this
     Lease shall be in writing and signed by all parties. Any other attempted
     amendment shall be void.

          Section 13.06. Notices. All notices required or permitted under this
     Lease shall be in writing and shall be personally delivered or sent by
     certified mail, return receipt requested, postage prepaid. Notices to
     Tenant shall be delivered to the address specified in Section 1.03 above,
     except that upon Tenant's taking possession of the Property, the Property
     shall be Tenant's address for notice purposes. Notices to Landlord shall be
     delivered to the address specified in Section 1.02 above. All notices shall
     be effective upon delivery. Either party may change its notice address upon
     written notice to the other party.


                                       22
<PAGE>

          Section 13.07. Waivers. All waivers must be in writing and signed by
     the waiving party. Landlord's failure to enforce any provision of this
     Lease or its acceptance of rent shall not be a waiver and shall not prevent
     Landlord from enforcing that provision or any other provision of this Lease
     in the future. No statement on a payment check from Tenant or in a letter
     accompanying a payment check shall be binding on Landlord. Landlord may,
     with or without notice to Tenant, negotiate such check without being bound
     to the conditions of such statement.

          Section 13.08. No Recordation. Tenant shall not record this Lease
     without prior written consent from Landlord. However, either Landlord or
     Tenant may require that a "Short Form" memorandum of this Lease executed by
     both parties be recorded. The party requiring such recording shall pay all
     transfer taxes and recording fees.

          Section 13.09. Binding Effect; Choice of Law. This Lease binds any
     party who legally acquires any rights or interest in this Lease from
     Landlord or Tenant. However, Landlord shall have no obligation to Tenant's
     successor unless the rights or interests of Tenant's successor are acquired
     in accordance with the terms of this Lease. The laws of the state in which
     the Property is located shall govern this Lease.

          Section 13.10. Corporate Authority; Partnership Authority. If Tenant
     is a corporation, each person signing this Lease on behalf of Tenant
     represents and warrants that he has full authority to do so and that this
     Lease binds the corporation. Within thirty (30) days after this Lease is
     signed, Tenant shall deliver to Landlord a certified copy of a resolution
     of Tenant's Board of Directors authorizing the execution of this Lease or
     other evidence of such authority reasonably acceptable to Landlord. If
     Tenant is a partnership, each person or entity signing this Lease for
     Tenant represents and warrants that he or it is a general partner of the
     partnership, that he or it has full authority to sign for the partnership
     and that this Lease binds the partnership and all general partners of the
     partnership. Tenant shall give written notice to Landlord of any general
     partner's withdrawal or addition. Within thirty (30) days after this Lease
     is signed, Tenant shall deliver to Landlord a copy of Tenant's recorded
     statement of partnership or certificate of limited partnership.

          Section 13.11. Joint and Several Liability. All parties signing this
     Lease as Tenant shall be jointly and severally liable for all obligations
     of Tenant.

          Section 13.12. Force Majeure. If Landlord cannot perform any of its
     obligations due to events beyond Landlord's control, the time provided for
     performing such obligations shall be extended by a period of time equal to
     the duration of such events. Events beyond Landlord's control include, but
     are not limited to, acts of God, war, civil commotion, labor disputes,
     strikes, fire, flood or other casualty, shortages of labor or material,
     government regulation or restriction and weather conditions.


                                       23
<PAGE>

          Section 13.13. Execution of Lease. This Lease may be executed in
     counterparts and, when all counterpart documents are executed, the
     counterparts shall constitute a single binding instrument. Landlord's
     delivery of this Lease to Tenant shall not be deemed to be an offer to
     Lease and shall not be binding upon either party until executed and
     delivered by both parties.

          Section 13.14. Survival. All representations and warranties of
     Landlord and Tenant shall survive the termination of this Lease.

ARTICLE FOURTEEN: BROKERS

          Section 14.01. Broker's Fee. When this Lease is signed by and
     delivered to both Landlord and Tenant, Landlord shall pay a real estate
     commission to Landlord's Broker named in Section 1.08 above, if any, as
     provided in the written agreement between Landlord and Landlord's Broker,
     or the sum stated in Section 1.09 above for services rendered to Landlord
     by Landlord's Broker in this transaction. Landlord shall pay Landlord's
     Broker a commission if Tenant exercises any option to extend the Lease Term
     or to buy the Property, or any similar option or right which Landlord may
     grant to Tenant, or if Landlord's Broker is the procuring cause of any
     other lease or sale entered into between Landlord and Tenant covering the
     Property. Such commission shall be the amount set forth in Landlord's
     Broker's commission schedule in effect as of the execution of this Lease.
     If a Tenant's Broker is named in Section 1.00 above, Landlord's Broker
     shall pay an appropriate portion of its commission to Tenant's Broker if so
     provided in any agreement between Landlord's Broker and Tenant's Broker.
     Nothing contained in this Lease shall impose any obligation on Landlord to
     pay a commission or fee to any party other than Landlord's Broker.

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

          Section 14.03. Agency Disclosure; No Other Brokers. Landlord and
     Tenant each warrant that they have dealt with no other real estate
     broker(s) in connection with this transaction except: CB Commercial Real
     Estate Group, Inc., who represents Tenant.


                                       24
<PAGE>

ARTICLE FIFTEEN: COMPLIANCE

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

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




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


                             LANDLORD


Signed on June 4, 1996       DiNapoli, DiNapoli and Mulcahy Trust, a California
at:                          general partnership
   ---------------------     By: /s/ J. Philip DiNapoli
                                 -----------------------------------------------
                                  Its: as Trustee of the DiNapoli Revocable
                                       -----------------------------------------
                                      UTA, dated July 6, 1982, a general partner

                             By:
                                 -----------------------------------------------
                                  Its:
                                       -----------------------------------------


                                       25
<PAGE>

                             TENANT


Signed on January 4, 1996    Journal Communications, Inc., a Wisconsin
                             ---------------------------------------------------
                             corporation
at:                          By: /s/ Gregory H. Lodez
   -----------------------       -----------------------------------------------
                                  Its: Vice President
                                       -----------------------------------------

                             By:
                                ------------------------------------------------
                                  Its:
                                       -----------------------------------------

     IN ANY REAL ESTATE TRANSACTION, IT IS RECOMMENDED THAT YOU CONSULT WITH A
PROFESSIONAL, SUCH AS A CIVIL ENGINEER, INDUSTRIAL HYGIENIST OR OTHER PERSON
WITH EXPERIENCE IN EVALUATING THE CONDITION OF THE PROPERTY, INCLUDING THE
POSSIBLE PRESENCE OF ASBESTOS, HAZARDOUS MATERIALS AND UNDERGROUND STORAGE
TANKS.

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


                                       26
<PAGE>

                            RIDER TO LEASE AGREEMENT


1.   BASE RENT: The monthly Base Rent shall be as follows:

                  Months                                  Base Rent per Month
                  ------                                  -------------------
                  From the date of occupancy to
                           Commencement Date              No Base Rent*
                  1 - 12                                  $26,532.00
                  13 - 30                                 $50,947.20
                  31 - 60                                 $53,777.60
                  61 - 90                                 $55,192.80
                  91 - 109                                $56,608.00

                  * Although no Base Rent shall be paid during this time period,
                  Tenant shall still be responsible for payment of all other
                  obligations under the Lease including payment of real property
                  taxes, insurance premiums, utilities and all other expenses.

     This Base Rent schedule is based on Landlord providing a Tenant Improvement
     Allowance of a maximum of $414,600.00 (the "TI Allowance"). If Tenant
     elects, in writing, not to utilize any or all of the TI Allowance for the
     planning, construction and installation of the Tenant Improvements in
     building on the Property, the amount of the monthly Base Rent for the
     Property shall be reduced at the rate of $.01 per square foot per month for
     each unused $1.00 of the TI Allowance. Promptly after substantial
     completion of construction of the Tenant Improvements, Landlord and Tenant
     shall execute a certificate in the form attached here to as Exhibit B,
     indicating the amount of any such reduction in the monthly Base Rent
     payable to Tenant hereunder.

2.   CONSTRUCTION OF TENANT IMPROVEMENTS: Landlord will plan, construct and
     install certain alternations and improvements (the "THIS") to the building
     on the Property as Tenant may desire be made for Tenant's intended use of
     the Property. Notwithstanding anything to the contrary in the Lease, the
     construction and installation of the THIS will not affect nor extend the
     Commencement Date of the Lease it being the intention of Landlord and
     Tenant that Tenant commence paying monthly Base Rent on the Commencement
     Date regardless of whether or not the THIS are substantially completed by
     said date. The THIS shall be constructed in accordance with the plans and
     specifications prepared by Landlord's architect and as approved by both
     Landlord and Tenant. Such plans and specifications and the budget for the
     construction of the THIS shall be reasonably approved, in writing, by both
     Landlord and Tenant as soon as practicable after execution of the Lease,
     but prior to the commencement of construction of the THIS. The THIS shall
     be installed by Landlord's general contractor. Landlord shall provide a


                                       27
<PAGE>

     Tenant Improvement Allowance of a maximum of Four Hundred Fourteen Thousand
     Six Hundred Dollars ($414,600.00) (the "TI Allowance") for the planning,
     construction and installation of the THIS and all costs associated with
     such construction, including, but not limited to, architectural and
     engineering fees, general contractor fees and costs, costs to prepare plans
     and specifications, all permit and approval fees and cots, and all other
     direct and indirect costs of procuring, constructing and installing the
     THIS (collectively, the "TI Costs"). Landlord shall not charge nor be paid
     any construction management fee in connection with the planning,
     construction and installation of the THIS. If the TI Allowance is
     exhausted, any additional funds necessary to pay the balance of the TI
     Costs (including all change order costs and cost escalations) in order to
     cause the THIS to be substantially completed will be paid for by Tenant, in
     cash, within thirty (30) days after Landlord delivers to Tenant a written
     demand therefor. The TI Allowance shall be used solely for improvements to
     real property and not for the acquisition or installation of any of
     Tenant's equipment, trade fixtures, furniture, furnishings telephone
     equipment, computer equipment or other personal property. If the Lease is
     terminated at any time prior to the scheduled expiration date for any
     reason due to the default of Tenant of its obligations under this Lease, in
     addition to any other remedies available to Landlord under the Lease,
     Tenant shall immediately pay to Landlord as additional rent under the Lease
     any and all costs incurred by Landlord in connection with the planning,
     construction and installation of the THIS and not reimbursed or otherwise
     paid by Tenant as part of the Base Rent or otherwise through the date of
     termination together with any costs related to the removal of any
     improvements constructed by Tenant subsequent to the Commencement Date and
     the restoration of any damage caused to the Property, ordinary wear and
     tear excepted.

3.   ENTERPRISE ZONE: As of the date of this Lease the Property is located
     within a designated Enterprise Zone of the City of San Jose, and, as such,
     certain tax credits may be available to Tenant. Landlord has no knowledge
     of the specific tax credits that may be available or of Tenant's
     eligibility to benefit from same. Tenant acknowledges that Landlord has
     made no representations with regard to the availability or applicability to
     Tenant of any benefits arising from such an Enterprise Zone.

4.   ENVIRONMENTAL MATTERS/HAZARDOUS MATERIALS: Concurrently with executing this
     Lease, and within fifteen (15) days of a written request from Landlord,
     Tenant shall execute, and deliver to Landlord, the Hazardous Materials
     Disclosure Certificate in substantially the form attached hereto as Exhibit
     C, and any other reasonably necessary documents as requested by Landlord.
     Subject to the remaining provisions of this paragraph, Tenant shall be
     entitled to use and store only those Hazardous Materials (defined below),
     that are necessary for Tenant's business and to the extent disclosed in the
     Hazardous Materials Disclosure Certificate, provided that such usage and
     storage is in full compliance with any and all local, state and federal
     environmental, health and/or safety-related laws, statutes, orders,
     standards, courts' decisions, ordinances, rules and

                                       28
<PAGE>

     regulations (as interpreted by judicial and administrative decisions),
     decrees, directives, guidelines, permits or permit conditions, currently
     exiting and as amended, enacted, issued or adopted in the future which are
     or become applicable to Tenant or the Property (collectively, the
     "Environmental Laws"). Landlord shall have the right at all times during
     the term of this Lease to (i) inspect the Property; (ii) conduct tests and
     investigations to determine whether Tenant is in compliance with the
     provisions of this paragraph, and (iii) request lists of all Hazardous
     Materials used, stored or located on, under or about the Property; the cost
     of all such inspections, tests and investigations shall be borne by Tenant
     if Hazardous Materials are indicated by such inspection, test or
     investigation to be present in, on or about the Property arising from or
     related to the intentional or negligent acts or omissions of Tenant or any
     of Tenant's Representatives (defined below). Tenant shall give to Landlord
     immediate oral and follow-up written notice of any spills, releases or
     discharges of Hazardous Materials on, under or about the Property. Tenant
     covenants to promptly investigate, clean up and otherwise rededicate
     (including without limitation, monitoring and closures) any spill, release
     or discharge of Hazardous Materials caused by the intentional or negligent
     acts or omissions of Tenant or its agents, employees, representatives,
     invitees, licensees, subtenants customers or contractors (collectively,
     "Tenant's Representatives") at Tenant's sole cost and expense; such
     investigation, clean up and remediation to be performed after Tenant has
     obtained Landlord's written consent, which shall not be unreasonably
     withheld; provided, however, that Tenant shall be entitled to respond
     immediately to an emergency without first obtaining Landlord's written
     consent. If Tenant fails to so promptly investigate, clean up or otherwise
     remediate (including without limitation, any monitoring and closures),
     Landlord may, but without obligation to do so, take any and all steps
     necessary to rectify the same and Tenant shall promptly reimburse Landlord,
     upon demand, for all costs and expenses to Landlord of performing
     investigation and remediation work. Tenant shall indemnify, defend (with
     counsel acceptable to Landlord) and hold Landlord and Landlord's lenders,
     partners, property management company (if other than Landlord), directors
     officers, employees, representatives, contractors and shareholders and each
     of their respective successors and assigns harmless from and against any
     and all claims, judgments, damages, penalties, fines, liabilities, losses,
     suits, administrative proceedings and costs (including, but not limited to,
     attorneys' and consultant fees and court cost s) arising at any time during
     or after the term of this Lease in connection with or related to the use,
     presence, transportation, storage, disposal, spill, release or discharge of
     Hazardous Materials on, in or about the Property as a result (directly or
     indirectly) of the intentional or negligent acts or omissions of Tenant or
     any of Tenant's Representatives. The burden of proof shall rest with Tenant
     with regard to the determination of the cause or source of any Hazardous
     Materials found to exist in, on or about the Property. Tenant shall not be
     entitled to install any tanks under, on or about the Property for the
     storage of Hazardous Materials without the express written consent of
     Landlord, which may be given or withheld in Landlord's sole discretion.
     Neither the written consent of Landlord to the presence of Hazardous
     Materials on, under or about the Property nor the strict compliance by
     Tenant with all Environmental Laws shall excuse Tenant from its obligations
     of

                                       29
<PAGE>

     indemnification pursuant hereto. As used in this Lease, the term Hazardous
     Materials shall mean and include (a) any hazardous or toxic wastes,
     materials or substances, and other pollutants or contaminants, which are or
     become regulated by any Environmental Laws; (b) petroleum, petroleum
     by-products, gasoline, diesel fuel, crude oil or any fraction thereof; (c)
     asbestos and asbestos-containing material, in any form, whether friable or
     non-friable; (d) polychlorinated biphenyls; (e) radioactive materials; (f)
     lead and lead-containing materials; (g) any other material, waste or
     substance displaying toxic, reactive, ignitable or corrosive
     characteristics, as all such terms are used in their broadest sense, and
     are defined or become defined by any Environmental Laws; or (h) any
     materials which cause or threatens to cause a nuisance upon or waste to any
     portion of the Property or any surrounding property; or poses or threatens
     to pose a hazard to the health and safety of persons on the Property or any
     surrounding property. The provisions of this Paragraph 4 of the Rider to
     Lease shall survive the expiration or earlier termination of this Lease. If
     Tenant fails to fully and timely observe, perform or comply with any of the
     conditions, covenants or provisions of this Paragraph 4 of the Rider, and
     such failure is not curd within ten (10) days of the ate on which Landlord
     delivers written notice of such failure to Tenant then Tenant shall be
     considered to be in material default of this Lease. However, Tenant shall
     not be in material default of its obligations hereunder if such failure
     cannot reasonably be cured within such ten (10)-day period. and Tenant
     promptly commences, and thereafter diligently proceeds with same to
     completion, all actions necessary to cure such failure as soon as is
     reasonably possible, but in no event shall the completion of such cure be
     later than sixty (60) days after the date on which Landlord deliver to
     Tenant written notice of such failure, unless Landlord, acting reasonably
     and in good faith, otherwise expressly agrees in writing to a longer period
     of time based upon the circumstances relating to such failure as well as
     the nature of the failure and the nature of the actions necessary to cure
     such failure. Tenant covenants and agrees that the provisions of Section
     10.02(c) of the Lease shall not be applicable (nor available) to any
     failure of Tenant under this Paragraph 4 of the Rider. If it is determined
     by Landlord pursuant to the results of any tests or investigations that
     have been performed or pursuant to a notice from any regulatory authority,
     that Tenant, its use of th Property, or the condition of the Property is
     not in compliance with all Environmental Laws at the expiration or earlier
     termination of this Lease due to the intentional or negligent acts or
     omissions of Tenant or Tenant's Representatives, then at Landlord's sole
     option, Landlord may require Tenant to hold over possessions of the
     Property until Tenant can surrender the Property to Landlord in compliance
     with all Environmental Laws. Any such holdover by Tenant will be with
     Landlord's consent, will not be terminable by Tenant in any event or
     circumstance and will otherwise be subject to the provisions of Section
     2.04 of this Lease except that Tenant may terminate such holdover if (i)
     Tenant has remediated the contamination by Hazardous Materials in
     accordance with a plan approved by the appropriate regulatory authority,
     (ii) such regulatory authority has approved the results of the remediation
     as being in compliance with its requirements, and (iii) the only additional
     requirement of such regulatory authority is periodic monitoring in
     anticipation of closure.

                                       30
<PAGE>

5.   EXISTING LEASE. The existing lease of the Property dated November 3, 1995,
     between D & D Ranch, a California general partnership and Imperial Printing
     Company, a Michigan corporation, dba, IPC Software Services, shall
     terminate as of the ate of the execution of this Lease by both Landlord and
     Tenant and be of no further force or effect thereafter except for any
     provisions which are (a) intended to survive its termination, and (b) not
     superseded or replaced by the terms and provisions of this Lease.

6.   SIMULTANEOUS EXECUTION OF LEASES. Notwithstanding any other provision
     contained in this Lease to the contrary, this Lease shall not have any
     force or effect and shall not be binding on the parties unless and until
     the lease of eve date herewith between Tenant and D & D Ranch, a California
     general partnership, regarding the premises at 2011 Senter Road, San Jose,
     California (the "Second Lease") is executed and delivered by Tenant
     concurrently with this Lease.

7.   OPTIONS TO EXTEND. If Tenant is not in default in the performance of any of
     its obligations under this Lease at the time of Tenant's exercise of the
     then applicable option to extend the then applicable terms of this Lease,
     Tenant shall have the right at its option to extend the term of the Lease
     for two (2) successive five (5)-year periods (individually the "First
     Extended Term" and the "Second Extended Term," respectively, and
     collectively, the "Extended Terms"). The Lease of the Property during the
     Extended Terms shall be upon the same terms, covenants and conditions as
     are set forth in this Lease, other than the monthly Base Rent and the term
     of the Lease. If Landlord does not receive from Tenant written notice of
     Tenant's exercise of this option on a date which is not less than eighteen
     (18) months prior to the end of the initial term of the Lease or the end of
     the First Extended Term of this Lease, as the case may be (the "Option
     Notice"), all rights under this option shall automatically lapse and
     terminate and shall be of no further force and effect. Time is of the
     essence herein. Additionally, if Tenant fails to timely or duly exercise
     this option for the First Extended Term, all rights of Tenant under this
     option to extend into the First Extended Term and the Second Extended Term
     shall automatically lapse, terminate and shall be of no further force and
     effect, and Tenant shall have no further rights to extend the term of this
     Lease. Notwithstanding any other provision contained in this Section 7 to
     the contrary, Tenant may only exercise the options to extend the term of
     this Lease for each of the Extended Terms if, concurrently with Tenant's
     exercise of such option hereunder, Tenant simultaneously exercises the same
     option granted to Tenant to extend the corresponding term under the Second
     Lease. If Tenant does not so simultaneously extend the term of both leases,
     Tenant shall have no right to extend the term of this Lease and thereafter
     the options granted to Tenant herein shall lapse and be of no force or
     effect.

     The monthly Base Rent for each of the First Extended Tem and the Second
     Extended Term shall be the then fair market rent for the Property (the
     "Fair Rental Value") agreed upon solely by and between Landlord and Tenant
     and their agents appointed for this purpose.


                                       31
<PAGE>

     The "Fair Rental Value" of the Property shall be defined to mean the fair
     market rental value of the Property as of the commencement of the First
     Extended Term or the Second Extended Term, as applicable, taking into
     consideration all relevant factors, including length of term, the uses
     permitted under the Lease, the quality, size, design and location of the
     Property, including the condition and value of existing tenant
     improvements, and the monthly base rent paid by tenants for premises
     comparable to the Property, and located in San Jose, California.

     Landlord and Tenant each, at its cost and by giving notice to the other
     party, shall appoint a competent and disinterested commercial real estate
     broker (hereinafter "broker") with at least five (5) years' full-time
     commercial real estate brokerage experience in the geographical area of the
     Property to set the Fair Rental Value fo the First Extended Term or the
     Second Extended Term, as the case may be. If either Landlord or Tenant does
     not appoint a broker within ten (10) days after the other party has given
     notice of the name of its broker, the single broker appointed shall be the
     sole broker and shall set the Fair Rental Value for the First Extended Term
     or the Second Extended Term, as the case may be. If two (2) brokers are
     appointed by Landlord and Tenant as stated in this paragraph, they shall
     meet promptly and attempt to set the Fair Rental Value. If the two (2)
     brokers are unable to agree within ten (10) days after the second broker
     has been appointed, they shall attempt to select a third broker, meeting
     the qualifications stated in this paragraph within ten (10) days after the
     last day the two (2) brokers are given to set the Fair Rental Value. If
     they are unable to agree on the third broker, either Landlord or Tenant by
     giving ten (10) days; notice to the other party, can apply to the Presiding
     Judge of the Superior Court of the county in which the Property is located
     for the selection of a third broker who meets the qualifications stated in
     this paragraph. Landlord and Tenant each shall bear one-half (1/2 ) of the
     cost of appointing the third broker and of paying the third broker's fee.
     The third broker, however selected, shall be a person who has not
     previously acted in any capacity for either Landlord or Tenant. Within
     fifteen (15) days after the selection of the third broker, the third broker
     shall select one of the two Fair Rental Values submitted by the first two
     brokers as the Fair Rental Value for the First Extended Term or the Second
     Extended Term, as the case may be. If either of the first two brokers fails
     to submit their opinion of the Fair Rental Value, then the single Fair
     Rental Value submitted shall automatically be the monthly Base Rent for the
     First Extended Term or the Second Extended Term, as applicable.

8.   Any default of Tenant under the Second Lease shall also be a default under
     this Lease.


                                       32
<PAGE>

SUBLEASE

CB COMMERCIAL REAL ESTATE GROUP, INC.
BROKERAGE AND MANAGEMENT
LICENSED REAL ESTATE BROKER


1.   PARTIES.
     This Sublease, dated November 12, 1996, is made between Journal
     Communications, Inc., a Wisconsin corporation and Imperial Printing
     Company, * ("Sublessor"); and Bell Microproducts, Inc., a California
     corporation, ("Sublessee").

                                                              **SEE RIDER NO. 1

2.   MASTER LEASE.

     Sublessor is the lessee under a written lease dated December 22, 1995,
     wherein DiNapoli, DiNapoli and Mulcahy Trust, a California general
     partnership ("Lessor") leased to Sublessor the real property located in the
     City of San Jose, County of Santa Clara, State of California, described as
     2020 South Tenth Street, San Jose, California, containing approximately
     141.520+/- square feet, single story facility and connector building
     ("Master Premises"). Said lease has been amended by the following
     amendments A Rider with eight (8) sections, Exhibit A, Exhibit B, Exhibit C
     and Disclosure of Special Studies said lease and amendments are herein
     collectively referred to as the "Master Lease" and are attached hereto as
     Exhibit "A."

                                                              ***SEE RIDER NO. 2

3.   PREMISES.
     Sublessor hereby subleases to Sublessee on the terms and conditions set
     forth in this Sublease the following portion of the Master Premises
     ("Premises"): 2020 South Tenth Street, San Jose, California, containing
     141.520+/- square feet, single-story facility and connector building as
     shown in Exhibit B attached hereto and made a part hereof..

4.   WARRANTY BYU SUBLESSOR.
     Sublessor warrants and represents to Sublessee that the Master Lease has
     not been amended or modified except as expressly set forth herein, that
     Sublessor is not now, and as of the commencement of the Term hereof will
     not be, in default or breach of any of the provisions of the Master Lease,
     and that Sublessor has no knowledge of any claim by Lessor that Sublessor
     is in default or breach of any of the provisions of the Master Lease.

5.   TERM.        SEE RIDER NO. 5

6.   RENT.
     6.1  Minimum Rent. Sublessee shall pay to Sublessor as minimum rent,
          without deduction, setoff, notice, or demand, at IPC Communication
          Services, Inc. 2011 Senter Road, San Jose, California or at such other
          place as Sublessor shall designate from time to time by notice to
          Sublessee, SEE RIDER NO. 6.1. Sublessee shall pay to Sublessor upon
          execution of this Sublease the sum of Seventy-Nine Thousand Five
          Hundred Eight-Six and No./100 Dollars ($79,586.00) as rent for
          February 1997. If the Term begins or ends on a day other than the
          first or last day of a month, the rent for the partial months shall be
          prorated on a per diem basis. Additional provisions: SEE RIDER NO.
          6.2.

     6.2  Operating Costs. If the Master Lease requires Sublessor to pay to
          Lessor all or a portion of the expenses of operating the building
          an/or project of which the Premises are a part ("Operating Costs"),
          including but not limited to taxes, utilities, or insurance, then
          Sublessee shall pay to Sublessor as additional rent One Hundred
          percent (100%) of the amounts payable by Sublessor for Operating Costs
          incurred during the Term. Such additional rent shall be payable as and
          when Operating Costs are payable by Sublessor to Lessor. If the Master
          Lease provides for the payment by Sublessor of Operating Costs on the
          basis of an estimate thereof, then as and when adjustments between
          estimated and actual Operating Costs are made under the Master Lease,
          the obligations of Sublessor and Sublessee hereunder shall be adjusted
          in a like manner; and if any such adjustment shall occur after the
          expiration or earlier termination of the Term, then the obligations of
          Sublessor and Sublessee under this Subsection 6.2 shall survive such
          expiration or termination. Sublessor shall, upon request by Sublessee,
          furnish Sublessee with copies of all statements submitted by Lessor of
          actual or estimated Operating Costs during the Term.

7.   SECURITY DEPOSIT.
     Sublessee shall deposit with Sublessor upon execution of this Sublease the
     sum of Eighty Thousand and No/100 Dollars ($80,000.00) as security for
     Sublessee's faithful performance of Sublessee's obligations hereunder
     ("Security Deposit"). If Sublessee fails to pay rent or other charges when
     due under this Sublease, or fails to perform any of its other obligations
     hereunder, Sublessor may use or


                                       1
<PAGE>

     apply all or any portion of the Security Deposit for the payment of any
     rent or other amount then due hereunder and unpaid, for the payment of any
     other amount then due hereunder and unpaid, for the payment of any other
     sum for which Sublessor may become obligated by reason of Sublessee's
     default or breach, or for any loss or damage sustained by Sublessor as a
     result of Sublessee's default or breach. If Sublessor so uses any portion
     of the Security Deposit, Sublessee shall, within ten (10) days after
     written demand by Sublessor, restore the Security Deposit to the full
     amount originally deposited, and Sublessee's failure to do so shall
     constitute a default under this Sublease. Sublessor shall not be required
     to keep the Security Deposit separate from its general accounts, and shall
     have no obligation or liability for payment of interest on the Security
     Deposit. In the event Sublessor assigns its interest in this Sublease,
     Sublessor shall deliver to its assignee so much of the Security Deposit as
     is then held by Sublessor.

                                                              **SEE RIDER NO. 7

8.   USE OF PREMISES.
     The Premises shall be used and occupied only for office sales, research and
     development, light assembly, light manufacturing, and distribution of
     electronic products and related legal uses, and for no other use or
     purpose.

9.   ASSIGNMENT AND SUBLETTING.
     Sublessee shall not assign this Sublease or further sublet all or any part
     of the Premises without the prior written consent of Sublessor (and the
     consent of Lessor, if such is required under the terms of the Master
     Lease).
                                                               **SEE RIDER NO. 9

10.  OTHER PROVISIONS OF SUBLEASE.
     Except as otherwise provided in RIDER NO. 10, all applicable terms and
     conditions of the Master Lease are incorporated into and made a part of
     this Sublease as if Sublessor were the lessor or Landlord thereunder,
     Sublessee the lessee or Tenant thereunder, and the Premises the Master
     Premises, except for the following: Sections 1.03, 1.04, 1.05, 1.06, 1.08,
     1.09, 1.11, 1.11, 1.12(a). 2.01, 2.02. 3.01, 3.03, 5.01, 13.02(c), 13.06,
     Article 14, Rider Paragraphs 1, 5, 6, 7, and 8 of the Rider to Lease
     Agreement. Sublessee shall not commit or suffer any act or omission that
     will violate any of the provisions of the Master Lease. Sublessor shall
     exercise due diligence in attempting to cause Lessor to perform its
     obligations under the master Lease for the benefit of Sublessee. If the
     Master Lease terminates, this Sublease shall terminate and the parties
     shall be relieved of any further liability or obligation under this
     Sublease, provided however, that if the Master Lease terminates as a result
     of a default or breach by Sublessor or Sublessee under this Sublease and/or
     the Master Lease, then the defaulting party shall be liable to the
     nondefaulting party for he damage suffered as a result of such termination.
     Notwithstanding the foregoing, if the Master Lease gives Sublessor any
     right to terminate the Master Lease in the event of the partial or total
     damage, destruction or condemnation of the Master Premises or the building
     or project of which master Premises are a part, the exercise of such right
     by Sublessor shall not constitute a default or breach hereunder.

11.  ATTORNEYS' FEES.  **SEE RIDER NO. 10A
     **SEE RIDER NO. 11

12.  AGENCY DISCLOSURE.
     Sublessor and Sublessee each warrant that they have dealt with no other
     real estate broker in connection with this transaction except: CB
     COMMERCIAL REAL ESTATE GROUP, INC., who represents Sublessor Journal
     Communications, Inc., a Wisconsin corporation and Imperial Printing
     Company, a Michigan corporation ("Broker") and Cornish and Carey Commercial
     Real Estate, who represents Bell Microproducts, Inc., a California
     corporation. In the event that CB COMMERCIAL REAL ESTATE GROUP, INC.,
     represents both Sublessor and Sublessee, Sublessor and Sublessee hereby
     confirm that they were timely advised of the dual representation and that
     they consent to the same, and that they do not expect said broker to
     disclose to either of them the confidential information of the other party.

13.  COMMISSION.
     Upon execution of this Sublease, and consent thereto by Lessor (if such
     consent is required under the terms of the Master Lease), Sublessor shall
     pay Broker a real estate brokerage commission in accordance with
     Sublessor's contract with Broker for the subleasing of the Premises, if
     any, and otherwise in the amount of Two Hundred Sixty-Five Thousand and
     No/100 Dollars ($265,000.00), for services rendered in effecting this
     Sublease. Broker is hereby made a third party beneficiary of this Sublease
     for the purpose of enforcing its right to said commission.

14.  NOTICES   **SEE RIDER NO. 14


                                        2
<PAGE>

15.  CONSENT BY LESSOR.
     THIS SUBLEASE SHALL BE OF NO FORCE OR EFFECT UNLESS CONSENTED TO BY LESSOR
     WITHIN 10 DAYS AFTER EXECUTION HEREOF, IF SUCH CONSENT IS REQUIRED UNDER
     THE TERMS OF THE MASTER LEASE.**
                                                              **SEE RIDER NO. 15

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

Sublessor: Journal Communications, Inc.   Sublessee:    Bell Microproducts, Inc.

By:        /s/ Douglas Hosking                By: /s/ ATD

Title:     Vice President                     Title: Vice President Operations

By:        _________________                  By: /s/ REL

Title:     ________________                   Title: V.P. of Finance

Date:      November 12, 1996                  Date:  November 19, 1996

    * SEE SIGNATURE BLOCK BELOW.


--------------------------------------------------------------------------------
CONSULT YOUR ADVISORS - This document has been prepared for approval by your
attorney. No representation or recommendation is made by Broker as to the legal
sufficiency or tax consequences of this document or the transaction to which it
relates. These are questions for your attorney.

In any real estate transaction, it is recommended that you consult with a
professional, such as a civil engineer, industrial hygienist or other person,
with experience in evaluating the condition of the property, including the
possible presence of asbestos, hazardous materials and underground storage
tanks.
--------------------------------------------------------------------------------

Sublessor:    Imperial Printing Company

By:           /s/ Douglas Hosking
Title:        President

Date:         November 12, 1996


                                        3
<PAGE>

                                                                        11\11\96

                                RIDER TO SUBLEASE


     This RIDER TO SUBLEASE ("Rider") pertains to and is hereby made a part of
the Sublease Agreement dated as of November 12, 1996, by and between JOURNAL
COMMUNICATIONS, INC., a Wisconsin corporation and IMPERIAL PRINTING COMPANY, a
Michigan corporation (collectively "Sublessor"), and BELL MICROPRODUCTS, INC.
("Sublessee"). This Rider shall be attached to the Sublease and made a part
thereof.

Rider No. 1:

"Sublessor" is defined in the Master Lease as "Tenant."

Rider No. 2:

"Lessor" is defined in the Master Lease as "Landlord."

Rider No. 5:

Term: The term of this Sublease shall commence February 1, 1997 (the
"Commencement Date") and shall expire on January 31, 2002 (the "Termination
Date") unless either of these dates are advanced, delayed, or otherwise changed
in accordance with any other specific provisions of this Sublease. Sublessee
shall have all early rights of occupancy Sublessor has under the Master Lease
subject to all conditions set forth therein. If Sublessor does not deliver
possession of the Premises to Sublessee on November 1, 1996, Sublessor shall
deliver a notice to Sublessee which sets forth the actual Termination Date which
shall be binding upon Sublessee unless Sublessee objects to the notice in
writing within five (5) days of Sublessee's receipt of the same.

Delay in Delivery of Possession: Sublessor shall not be liable to Sublessee if
Sublessor does not deliver possession of the Premises to Sublessee on the date
of this Sublease. Sublessor's non- delivery of the Premises to Sublessee on that
date shall not affect this Sublease or the obligations of Sublessee under this
Sublease, except that the Termination Date shall be extended one (1) day for
each day delivery of possession of the Premises to Sublessee is delayed past
November 1, 1996, but no longer than thirty (30) days. Provided that this
Sublease is still in full force and effect and has not been terminated,
immediately upon Sublessor's receipt of possession of the Premises, Sublessor
shall deliver possession of the Premises to Sublessee.

Sublease Cancellation Rights: If Sublessor does not deliver possession of the
Premises to Sublessee on or prior to December 1, 1996, Sublessee may elect to
cancel this Sublease by giving written notice to Sublessor prior to the earlier
of December 5, 1996, or the date possession of the Premises is delivered to
Sublessee. If Sublessee gives such notice, (i) the Sublease shall be deemed
immediately canceled,
<PAGE>

                                                                        11\11\96

(ii) any consideration previously paid by Sublessee to Sublessor on account of
this Sublease shall be returned to Sublessee, (iii) this Sublease shall have no
further force or effect, (iv) Sublessor shall have no further liability to
Sublessee on account of such delay or cancellation, and (v) neither Sublessor
nor Sublessee shall have further obligations to the other. If Sublessee does not
give such notice, Sublessee's right to cancel the Sublease shall expire and the
Term shall commence upon the delivery of possession of the Premises to
Sublessee.

Condition of Premises: Sublessor shall have no obligation to make any
improvement or alterations to the Premises. By taking possession of the
Premises, Sublessee will be deemed to have accepted the Premises in its
condition on the date of delivery of possession. Sublessee acknowledges that
neither Sublessor nor any agent of Sublessor has made any representation or
warranty with respect to the Premises, the parking area surrounding the
Premises, or any portions thereof, or with respect to the suitability of same,
for the conduct of Sublessee's business and Sublessee further acknowledges that
Sublessor will have no obligation to construct or complete any additional
buildings or improvements within or about the Premises.

Rider No. 6.1:

Commencing February 1, 1997 and continuing through July 1999, Sublessee shall
pay as minimum rent the sum of Seventy-Nine Thousand Five Hundred Eighty-Six and
No/100 Dollars ($79,586.00) per month in accordance with all other provisions of
Paragraph 6.1. Subject to the provisions of Rider No. 26, commencing August 1,
1999 and continuing through the Termination Date, Sublessee shall pay as minimum
rent the sum of Eighty-Two Thousand Four Hundred Sixteen and No/100 Dollars
($82,416.00) per month in accordance with all other provisions of Paragraph 6.1.
Sublessee shall have no obligation to pay minimum rent for the months of
November and December 1996 and January 1997. Sublessee's obligation to pay the
minimum rent set forth in this Paragraph 6.1 shall commence February 1, 1997,
whether or not Sublessor delivers to Sublessee possession of the Premises on
November 1, 1996. The minimum rent is payable on the twenty-fifth (25th) day of
the calendar month immediately prior to each calendar month for which minimum
rent is payable. For example, the minimum rent due for February 1997 is due and
payable on January 25, 1997.

Rider No. 6.2:

Although no minimum rent shall be payable by Sublessee for the months of
November and December 1996 and January 1997, Sublessee shall be responsible,
after Sublessor has delivered possession of the Premises to Sublessee, for
payment of all other monetary obligations under this Sublease including, without
limitation, the payment of real property taxes, insurance premiums, utilities,
and all other Operating Costs payable by Sublessor to Lessor under the Master
Lease.


                                       -2-
<PAGE>

                                                                        11\11\96

Rider No. 7:

The Security Deposit shall be refunded to Sublessee after Sublessee vacates the
Premises within the time period required under then California law, less any
application of the Security Deposit made pursuant to this Sublease or charges
necessary or reasonably estimated to compensate Sublessor for any loss or
damages sustained by Sublessor due to any default or breach by Sublessee of any
obligation hereunder, including, but not limited to, expenses, dues, and costs
incurred by Sublessor in securing full possession of the Premises.

Rider No. 9:

Sublessor's consent to any proposed assignment of the Sublease or sublease of
the Premises shall not be unreasonably withheld or delayed. Any consent granted
by Sublessor shall be made with the understanding that Sublessee shall not be
released from any past, present, or future obligation under this Sublease, and
shall remain liable for the prompt payment of rent and the keeping and
performance of all conditions and covenants of this Sublease by Sublessee to be
kept and performed.

Rider No. 10:

Notwithstanding any provision in this Sublease or the Master Lease to the
contrary:

     A.   To the extent that the Master Lease provides or requires that Lessor:

          (1)  Shall pay any sum (including, without limitation, any tenant
               improvement allowance);

          (2)  Make any representation or warranty;

          (3)  Prepare plans and/or construct or install any tenant improvements
               or alterations;

          (4)  Not unreasonably withhold or delay any consent; or

          (5)  Provide, obtain, or maintain services, utilities, insurance,
               repairs, maintenance, or any and all other landlord obligations
               rendered in connection with the use, occupancy, ownership, or
               operation of the Premises, the building of which the Premises is
               a part, or any parking and landscape area;

          Sublessor shall have no liability to Sublessee or any person or entity
          acting by or through Sublessee arising from Lessor's breach or default
          with respect thereto. In addition, Sublessor

                                       -3-
<PAGE>

                                                                        11\11\96

          shall not be required to perform or satisfy any such obligations
          except to make a reasonable effort to cause Lessor to perform its
          obligations under the Master Lease. Notwithstanding any provision in
          this Rider No. 10 to the contrary, Sublessor shall retain the
          obligation to (i) refund to Sublessee any amounts Sublessor actually
          receives from Lessor for excess Additional Rent in accordance with the
          provisions of Article 4 of the Master Lease, (ii) not unreasonably
          withhold or delay its consent when Sublessee is obligated to obtain
          Sublessor's consent and the Sublease does not allow Sublessor to
          withhold or delay its consent in its discretion, and (iii) pay
          attorneys' fees it may owe (as opposed to Lessor) under Article 12.

     B.   With respect to Article 4 of the Master Lease:

          (1)  All references to insurance premiums and deductibles for which
               Sublessee is required to pay shall be deemed to be the premiums
               and deductibles of Lessor and not Sublessor;

          (2)  Sublessor shall have no obligation to perform any of Lessor's
               obligations thereunder; and

          (3)  Sublessee agrees that any of its obligations to Sublessor under
               Section 4.04 shall also be obligations to Lessor, and Sublessor
               shall be deemed to have satisfied any obligations it may have as
               the tenant under Section 4.04 if such obligations are satisfied
               by Sublessee.

     C.   With respect to Rider to Lease Agreement Paragraph 2 of the Master
          Lease (or the provisions of any work letter agreement executed by
          Sublessor, Sublessee, and Lessor ("Work Letter Agreement")):

          (1)  Sublessor shall have no obligation to perform any of Lessor's
               obligations thereunder;

          (2)  Sublessee shall be entitled to utilize all or any portion of the
               TI Allowance or Subtenant Improvement Allowance;

          (3)  Sublessor shall consent to the initial tenant improvements
               approved and constructed by Lessor in accordance with the
               provisions of this Paragraph 2 of the Rider to the Master Lease
               and/or the provisions of any Work Letter Agreement (the "Initial
               Sublease Improvements");


                                       -4-
<PAGE>

                                                                        11\11\96

          (4)  Subject to the provisions of Rider No. 26, Sublessee shall have
               no obligation to remove any of the Initial Sublease Improvements
               made to the Premises; and

          (5)  If Sublessor incurs, or could incur, any liabilities, costs,
               expenses or damages as a result of Sublessee's failure to satisfy
               any of Sublessee's obligations under any Work Letter Agreement,
               such obligations shall be deemed to be obligations of Sublessee
               under this Sublease.

     D.   Deleted.

     E.   Sublessor may not place "for sale" or "for lease" signs on the
          Premises or within the parking or landscape areas around the Premises
          prior to the last twelve (12) months of the Term of this Sublease.

     F.   With respect to Sections 5.05 and 6.02 of the Master Lease, Sublessee
          shall neither release Sublessor from, nor indemnify Sublessor, with
          respect to: (i) the negligence or willful misconduct of Sublessor or
          its respective agents, employees, contractors, or invitees; or (ii) a
          breach of Sublessor's obligations or representations under this
          Sublease. The provisions of the previous sentence, however, will have
          no force or effect to the extent they result in any increased
          liability to Sublessor arising from any claims, actions, or
          proceedings made or commenced by Lessor. The provisions of this Rider
          No. 10, Paragraph F shall survive the expiration or sooner termination
          of the Sublease.

     G.   With respect to Section 6.06 of the Master Lease: upon surrendering
          the Premises at the expiration or sooner termination of the Term of
          this Sublease, Sublessee shall not be:

          (1)  Responsible for repairing casualty damage covered by Article 7 of
               the Master Lease or for Hazardous Materials not introduced,
               discharged, emitted, or released in, under, on, or about the
               Premises by Sublessee or Sublessee's agents, employees,
               contractors, representatives, invitees, successors, assignees, or
               subtenants, unless Lessor has the right to, and actually does,
               hold Sublessor responsible for the same under the Master Lease or
               California law; and

          (2)  Subject to the provisions of Rider No. 26, required to remove any
               improvements to the Premises existing as of: the Commencement
               Date, or the Initial Sublease Improvements.


                                       -5-
<PAGE>

                                                                        11\11\96

          The provisions of this Rider No. 10, Paragraph G shall survive the
          expiration or sooner termination of the Sublease.

     H.   With respect to Articles 7 and 8:

          (1)  Sublessor shall have no obligation to perform any of Lessor's
               obligations under either article;

          (2)  Sublessor shall retain all rights it has under the Master Lease
               as the "Tenant" to terminate the same in accordance with the
               provisions of either article;

          (3)  Sublessor and Sublessee shall deliver all notices to the other
               that each receives from, or delivers to, Lessor, immediately upon
               receipt or the delivery of such notices;

          (4)  References to "Landlord's" rights to elect to make repairs or to
               terminate the Lease and to "Landlord's" receipt of insurance
               proceeds and maintenance of insurance shall mean "Lessor";

          (5)  Sublessor shall immediately deliver notices received from
               Sublessee to Lessor which implement the matter contained in
               Sublessee's notices to Sublessor pursuant to which Sublessee
               exercises its rights under either article; and

          (6)  Any abatement of rent granted to Sublessor pursuant to either
               article shall operate to abate the rent under this Sublease.

          With respect to Article 10 of the Master Lease, Sublessee shall not be
          in material default of this Sublease if it fails to make any payments
          of minimum rent or additional rent, or any other payment or escrow
          deposit required to be made by Sublessee under this Sublease, as and
          when due, unless such failure continues for a period of five (5) days
          after written notice of such failure from Sublessor to Sublessee is
          received (or deemed received); provided, however, that any such notice
          will be in lieu of, and not in addition to, any notice required under
          applicable law (including, without limitation, the provisions of
          California Code of Civil Procedure Section 1161 regarding unlawful
          detainer actions or any successor statute or law of a similar nature).


                                       -6-
<PAGE>

                                                                        11\11\96

Rider No. 10A:

Sublessee agrees to fully perform the "Tenant's" obligations under the Master
Lease (excluding those arising from the provisions "excepted" in the previous
sentence of this Paragraph 10) to the extent that such obligations are
applicable to the Premises or arise, directly or indirectly, from Sublessee's
use and occupancy of the Premises.

Rider No. 11:

The provisions of Article 11 of the Sublease are intentionally omitted with the
understanding that the provisions of Article 12 of the Master Lease will be
applicable to Sublessor and Sublessee.

Rider No. 14:

          A. Unless otherwise specifically provided in this Sublease, a bill,
     demand, statement, consent, notice, or communication which Sublessor may
     desire or be required to give to Sublessee shall be deemed sufficiently
     given or rendered only if it is in writing, delivered personally to
     Sublessee, or sent by certified mail (return receipt requested) or private
     overnight courier (e.g., Federal Express or similar courier) (postage fully
     prepaid) addressed to Sublessee at:

         Prior to the Commencement Date:       After the Commencement Date:

         Bell Microproducts                    Bell Microproducts
         1941 Ringwood Avenue                  2020 South Tenth Street
         San Jose, CA 95131                    San Jose, CA 95112
         Attention:  Bob Sturgeon              Attention:  Bob Sturgeon

     or at such other address as Sublessee shall designate by notice given as
     herein provided.

          B. Unless otherwise specifically provided in this Sublease, a bill,
     demand, statement, consent, notice, or communication which Sublessee may
     desire or be required to give to Sublessor shall be deemed sufficiently
     given or rendered only if it is in writing, delivered personally to
     Sublessor, or sent by certified mail (return receipt requested) or private
     overnight courier (e.g., Federal Express or similar courier) (postage fully
     prepaid) addressed to Sublessor at:

         Imperial Printing Company
         2011 Senter Road
         San Jose, CA  95112
         Attention:  Doug Hosking, President

                                       -7-
<PAGE>

                                                                        11\11\96

     or at such other address as Sublessor shall designate by notice given as
     herein provided.

          C. The time of the receipt of such bills or statements and of the
     giving of such consents, notices, demands, requests, or communications
     (collectively "notice") by Sublessee or Sublessor shall be deemed to be the
     earlier of (i) the date delivered if personally delivered, (ii) if the
     notice is sent by certified mail, the date the U.S. Post Office certifies
     delivery or refusal to accept delivery, or if the U.S. Post Office fails to
     provide such certification, then five (5) days after the same is, mailed,
     or (iii) if the notice is sent by private overnight courier prior to the
     time deadline for next day delivery, one (1) day after the same is picked
     up by or delivered to such courier. Rejection or refusal to accept a
     notice, request, demand, or the inability to deliver same because of a
     changed address of which no notice was given shall be deemed to be a
     receipt of the notice, request, or demand sent. The absence or non-
     availability of Bob Sturgeon or Doug Hosking, as the case may be, for any
     reason whatsoever shall not extend the time of delivery of any notice sent
     by certified mail or private overnight courier which otherwise complies
     with this Sublease.

Rider No. 15:

In the event Lessor does not consent to this Sublease within such time period
and this Sublease is deemed to have no force or effect, then Sublessor shall
promptly refund to Sublessee any security deposit and prepaid rent paid
hereunder by Sublessee.

Rider No. 17:

SUBLESSEE PARKING.

Sublessee shall have the exclusive right to use the parking spaces in the area
designated for Sublessee's use in Exhibit B-1 attached hereto. Sublessor shall
not be required to tow parked cars, provide sanctions against improper parking,
or otherwise take steps to free occupied parking spaces for Sublessee's use.
Sublessor shall retain the exclusive right to use the parking spaces in the area
designated for Sublessor's use in Exhibit B-1.

Rider No. 18:

SUBLESSOR'S OBLIGATIONS.

Sublessor shall fully perform all of its obligations as the "Tenant" under the
Master Lease to the extent (i) Sublessee has not agreed to perform such
obligations under this Sublease, and (ii) Sublessor is not otherwise relieved of
such obligations pursuant to the provisions of this Sublease. Until the term of
this Sublease expires or is sooner terminated, Sublessor shall not amend or
waive any provision under the

                                       -8-
<PAGE>

                                                                        11\11\96

Master Lease in a manner which would materially adversely affect Sublessee's
rights and obligations under this Sublease without Sublessee's prior written
consent, which consent shall not be unreasonably withheld or delayed. Sublessor,
with respect to the obligations of Lessor under the Master Lease, shall use
Sublessor's diligent good faith efforts to cause Lessor to perform such
obligations for the benefit of Sublessee. Such diligent good faith efforts shall
include, without limitation: (a) upon Sublessee's written request, immediately
notifying Lessor of its nonperformance under the Master Lease, and requesting
that Lessor perform its obligations under tile Master Lease; and (b) permitting
Sublessee to commence a lawsuit or other action in Sublessor's name to obtain
the performance required from Lessor under the Master Lease; provided, however,
that (i) Sublessee does not allege a constructive eviction in such lawsuit, (ii)
such lawsuit cannot result in the termination of the Master Lease, and (iii) if
Sublessee commences a lawsuit or other action, Sublessee shall pay all costs and
expenses incurred in connection therewith, and Sublessee shall indemnify
Sublessor against, and hold Sublessor harmless from, all reasonable costs and
expenses incurred by Sublessor in connection therewith. Sublessor shall not:

     (i)  Exercise any right to terminate the Master Lease pursuant to Section
          2.02 thereof; or

     (ii) Enter into any agreement to terminate the Master Lease where the
          effective date of such termination is prior to the expiration or
          sooner termination of the term of this Sublease,

without Sublessee's prior written consent, which consent shall not be
unreasonably withheld or delayed.

Rider No. 19:

SUBLESSOR'S REPRESENTATIONS AND WARRANTIES.

As an inducement to Sublessee to enter into this Sublease, to the best of
Sublessor's actual knowledge, Sublessor represents and warrants that (i) the
Master Lease is in full force and effect, and (ii) there exists under the Master
Lease no default or event of default by either Lessor or Sublessor, nor has
there occurred any event which, with the giving of notice or passage of time or
both, could constitute such a default or event of default. Sublessor further
represents and warrants that the copy of the Master Lease attached to this
Sublease as Exhibit A is a true and complete copy of the Master Lease and that
there are no addenda, amendments, exhibits, or modifications to the Master Lease
except those which are attached hereto as part of the Master Lease.


                                       -9-
<PAGE>

                                                                        11\11\96

Rider No. 20:

AUTHORIZATION TO DIRECT SUBLEASE PAYMENTS.

Sublessor hereby acknowledges that Sublessor's failure to pay the rent and other
sums owing by Sublessor to Lessor under the Master Lease will cause Sublessee to
incur damages, costs, and expenses, especially in those cases where Sublessee
has paid sums to Sublessor hereunder which correspond in whole or in part to the
amounts owing by Sublessor to Lessor under the Master Lease. Accordingly,
Sublessee shall have the right to pay directly to Lessor the rent and additional
rent owed by Sublessor to Lessor under the Master Lease (including, without
limitation, Lessor's Share of the Profits, as defined in the Master Lease) on
the following terms and conditions:

          A. Sublessee reasonably believes that Sublessor has failed to make any
     payment required to be made by Sublessor to Lessor under the Master Lease
     and Sublessor fails to provide adequate proof of payment within two (2)
     business days after Sublessee's written demand requesting such proof.

          B. Sublessee shall not prepay any amounts owing by Sublessor without
     the prior written consent of Sublessor.

          C. Sublessee shall provide to Sublessor concurrently with any payment
     to Lessor reasonable evidence of such payment.

          D. Sublessee shall pay directly to Sublessor the difference between
     the sum of all rent, additional rent, and any other sums payable by
     Sublessee to Sublessor under the Sublease, and the amount Sublessee is
     allowed to, and does in fact, pay directly to Lessor in accordance with the
     provisions of this Rider No. 20.

          E. If Sublessor notifies Sublessee that it disputes any amount
     demanded by Lessor, Sublessee shall not make any such payment to Lessor
     unless Lessor has provided a three (3) day notice to pay such amount or
     forfeit the Master Lease. Notwithstanding any provision in this Sublease to
     the contrary, Sublessor's notice under this Paragraph D shall be made by
     telephone to Sublessee followed by written notice sent in a manner which
     would be deemed received the following day under the notice provisions of
     this Sublease.

Any sums paid directly by Sublessee to Lessor in accordance with this paragraph
shall be credited toward the amounts payable by Sublessee to Sublessor under the
Sublease. In the event Sublessee tenders payment directly to Lessor in
accordance with this paragraph and Lessor refuses to accept such payment,
Sublessee shall have the right to deposit such funds in an account with a
national bank

                                      -10-
<PAGE>

                                                                        11\11\96

for the benefit of Sublessee and Sublessor, and the deposit of said funds in
such account shall discharge Sublessee's obligation under the Sublease to make
the payment in question.

Rider No. 21:

HAZARDOUS MATERIALS.

In addition to all other provisions in the Sublease and Master Lease which
pertain to Hazardous Materials (as defined in the Master Lease), Sublessor and
Sublessee agree to the following additional provisions:

          A. Sublessee agrees to complete and sign the Hazardous Materials
     Disclosure Certificate in the form attached hereto as Exhibit C
     concurrently with its full execution of this Sublease with the
     understanding that Sublessor will deliver a copy of the same to Lessor.

          B. Sublessor makes no representations or warranties with respect to
     the presence or absence of any Hazardous Materials in, on, or about the
     Premises.

          C. Sublessee acknowledges that the preparation and completion of a
     Hazardous Materials report or study is not a condition of this Sublease.
     Sublessor shall ask Lessor for a copy of any report or study relating to
     the absence or presence of Hazardous Materials in, on, or about the
     Premises which Lessor has in its possession or anticipates to receive.
     Sublessor shall deliver to Sublessee a copy of any such report or study it
     receives from Lessor.

Rider No. 22.

SUBORDINATION.

Sublessor shall ask Lessor to assist it in efforts to obtain from any lenders or
ground lessors of the Premises or the building in which the Premises are located
a written agreement providing for the non- disturbance and recognition of both
Sublessor's and Sublessee's interests under the Master Lease and Sublease in the
event of a foreclosure of the lender's security interest or termination of the
ground lease.

Rider No. 23:

FIRST RIGHT TO NEGOTIATE.

Subject to and subordinate to (i) the right of Sublessor or Sublessor's
successors and assigns, to use, possess, and/or occupy all or any portion of the
Premises pursuant to the Master Lease, and

                                      -11-
<PAGE>

                                                                        11\11\96

(ii) Sublessor's and/or Sublessor's successors and assigns' right to sublease
the Premises or assign the Master Lease to any of their subsidiary companies,
parent company, or any other entity related or affiliated with Sublessor or
Sublessor's successors or assigns (collectively the "Superior Entities")
Sublessor hereby grants Sublessee a one-time right of first opportunity to
negotiate (the "First Right to Negotiate") an agreement to extend the Term of
this Sublease. Sublessee's First Right to Negotiate shall be a one-time right
only, except that one or more good faith unsolicited inquiries from Sublessee
shall not operate so as to terminate Sublessee's right of first opportunity
hereunder.

          A. When and if Sublessor determines that it desires to sublease the
     Premises or assign the Master Lease to a person or entity other than the
     Superior Entities for the period immediately following the expiration of
     the Sublease term, Sublessor shall so inform Sublessee by written notice
     ("Notice to Sublease"). Within ten (10) days after the Notice to Sublease,
     Sublessee shall inform Sublessor by written notice ("Sublessee's Notice")
     either: (i) that Sublessee does not desire an extension of the Term of the
     Sublease or an assignment of the Master Lease, in which event Sublessor
     shall have the right to negotiate a sublease of the Premises or an
     assignment of the Master Lease to any person or entity without further
     obligation to Sublessee with respect to the First Right to Negotiate
     granted pursuant to this Rider No. 23; or (ii) that Sublessee desires an
     extension of the Term of the Sublease or an assignment of the Master Lease.
     Sublessee's failure to deliver to Sublessor Sublessee's Notice within such
     ten (10) day time period shall constitute Sublessee's rejection of the
     opportunity to enter into negotiation to extend the Term of the Sublease or
     to take an assignment of the Master Lease.

          B. In the event Sublessee informs Sublessor of Sublessee's desire for
     an extension of the Term of the Sublease or an assignment of the Master
     Lease, then Sublessor and Sublessee shall negotiate in good faith a written
     agreement. In the event Sublessor and Sublessee do not execute a final
     written agreement which fully sets forth the terms and conditions of an
     extension of the Term of this Sublease or an assignment of the Master Lease
     within thirty (30) days of the Notice to Sublease, then Sublessor shall
     have the right to negotiate and enter into a sublease of the Premises or an
     assignment of the Master Lease with any person or entity at any time
     thereafter under any terms, covenants, and conditions, whether or not they
     conform to those offered to Sublessee, without further obligation to
     Sublessee with respect to the First Right to Negotiate granted pursuant to
     this Rider No. 23.

          C. Sublessee's First Right to Negotiate an agreement for an extension
     of the Term of the Sublease or an assignment of the Master Lease granted
     under this Sublease (i) is personal to Bell Microproducts, Inc., the
     Sublessee named in this Sublease or to a "Tenant's Affiliate" (as defined
     in Section 9.02 of the Master Lease), and no assignee or sublessee of
     Sublessee shall have any such right, and (ii) shall automatically terminate
     if:


                                      -12-
<PAGE>

                                                                        11\11\96

          (1)  At or after the date Sublessor gives the Notice to Sublease and
               before the consummation of any written agreement contemplated in
               this Rider No. 23, Sublessee is in material default under this
               Sublease;

          (2)  Sublessee has entered into one or more sub-subleases covering
               more than twenty percent (20%) of the net rentable square footage
               of the Premises and such sub- subleases have not terminated on or
               prior to Sublessee's Notice or will not terminate prior to the
               original Termination Date, or an assignment of the Sublease; or

          (3)  This Sublease is terminated or has expired.

Rider No. 24:

LIMITATION OF LIABILITY.

               A. In consideration of the benefits accruing hereunder, Sublessee
          on behalf of itself and all successors and assigns of Sublessee,
          covenants and agrees that in the event of any actual or alleged
          failure, breach, or default hereunder by Sublessor: (a) Sublessee's
          recourse against Sublessor for monetary damages will be limited to the
          amount equal to Lessor's equity interest in the Property (as defined
          in the Master Lease); (b) except as may be necessary to secure
          jurisdiction of the corporation or partnership, no partner, director,
          officer, legal counsel, agent, or shareholder of Sublessor shall be
          sued or named as a party in any suit or action and no service of
          process shall be made against any such person or entity; (c) no
          partner, director, officer, legal counsel, agent, or shareholder of
          Sublessor shall be required to answer or otherwise plead to any
          service of process; (d) no judgment will be taken against any partner,
          director, officer, legal counsel, agent, or shareholder of Sublessor
          and any judgment taken against any such person or entity may be
          vacated and set aside at any time after the fact; (e) no writ of
          execution will be levied against the assets of any partner, director,
          officer, legal counsel, agent, or shareholder of Sublessor; (f) the
          obligations under this Sublease do not constitute personal obligations
          of the individual partners, directors, officers, legal counsel,
          agents, or shareholders of Sublessor, and Sublessee shall not seek
          recourse against the individual partners, directors, officers, legal
          counsel, agents, or shareholders of Sublessor or any of their personal
          assets for satisfaction of any liability in respect to this Sublease;
          and (g) these covenants and agreements are enforceable both by
          Sublessor and also by any partner, director, officer, legal counsel,
          agent, or shareholder of Sublessor.

               B. Notwithstanding anything to the contrary contained in this
          Sublease, Sublessor shall not be liable for consequential damages
          arising out of any loss of the use and enjoyment of the Premises or
          any equipment or facilities therein by Sublessee or any other person
          or entity.


                                      -13-
<PAGE>

                                                                        11\11\96

Rider No. 25:

CONSTRUCTION WARRANTIES.

For the term of this Sublease, Sublessor shall cooperate with Sublease to
enforce any warranties arising from the construction of any tenant improvements
in the Premises, but shall have no obligation to incur any out of pocket costs
or expense in rendering such cooperation.

Rider No. 26:

RESTORATION OF PREMISES AND REDUCTION OF MINIMUM RENT.

Sublessor, at its sole election, may require Sublessee to remove all or any
portion of the Initial Sublease Improvements, and/or the heating, ventilation,
and air conditioning system that services any portion of the manufacturing area
within the Premises (the "HVAC System"), and to repair any damage to the
Premises caused by such removal prior to the expiration or termination of the
Sublease (collectively the "Removal Work"). Sublessor shall notify Sublessee of
Sublessor's election to exercise its rights under this Rider No. 26 any time
prior to the date which is thirty (30) days prior to the expiration date of this
Sublease ("Sublessor's Removal Work Notice"). In the event Sublessor exercises
its rights under this Rider No. 26:

          A. Sublessor and Sublessee shall cooperate with each other in
     obtaining bids from one or more contractors to perform the Removal Work,
     provided that Sublessor shall have the right to determine the exact scope
     of the Removal Work, and to select the contractor to perform the Removal
     Work in its sole discretion;

          B. The minimum monthly rent payable by Sublessee under this Sublease
     shall be reduced by an amount equal to the cost of the Removal Work;

          C. The phrase "cost of the Removal Work" shall include all
     out-of-pocket payments made or payable to any third party person or entity
     in connection with, relating to, or arising from the performance of the
     Removal Work;

          D. If the cost of the Removal Work is less than Twenty Eight Thousand
     Six Hundred Thirty-Eight Dollars and Forty Cents ($28,638.40), the
     reduction in monthly minimum rent shall be made to the last minimum rent
     payment covering at least a thirty (30) day period;

          E. If the cost of the Removal Work is more than Twenty Eight Thousand
     Six Hundred Thirty-Eight Dollars and Forty Cents ($28,638.40), the
     reduction in monthly minimum rent shall be

                                      -14-
<PAGE>

                                                                        11\11\96

     spread over the last payments of minimum rent payable by Sublessee in any
     manner reasonably determined by Sublessor so that the minimum rent payable
     by Sublessee under this Sublease shall not be less than Fifty-Three
     Thousand Seven Hundred Seventy-Seven Dollars and Sixty Cents ($53,777.60)
     for any month;

          F. In the event the actual Cost of the Removal Work is greater than
     the reduction in minimum rent granted to Sublessee (the "Excess Removal
     Work Cost"), and Sublessee has satisfied all rent and additional rent
     obligations under this Sublease, Sublessor shall promptly refund to
     Sublessee from such prior minimum rent payments a sum equal to the Excess
     Removal Work Cost; and

          G. Notwithstanding any provision to the contrary, Sublessee shall not
     be required to expend any amounts under this Rider No. 26 greater than the
     amount the minimum rent is reduced and/or refunded;

          H. Sublessor shall have the right to require Sublessee to deposit the
     amount of savings in minimum rent realized by Sublessee or refunded
     pursuant to this Rider No. 26 (concurrently with its rent payments to
     Sublessor or its receipt of any refund) into an escrow or reserve account
     to insure the payment of the Removal Work. Any amount not utilized for the
     payment of the cost of the Removal Work shall be disbursed to Sublessor as
     rent. Any minimum rent refunded shall be treated as a reduction of minimum
     rent in accordance with the provisions of subparagraphs D and E above;

Notwithstanding the foregoing to the contrary, if Sublessee is not in material
default under this Sublease when Sublessor's Removal Work Notice is received (or
deemed received) (i) Sublessor (and not Sublessee) shall be responsible for the
Removal Work, (ii) the Removal Work shall not be commenced until after the
expiration or earlier termination date of the term of this Sublease, (iii)
Sublessor (and not Sublessee) shall enter into a contract with the contractor of
Sublessor's choice to have the Removal Work performed, (iv) Sublessor shall
determine the date (after such expiration or earlier termination date) the
Removal Work shall commence, and (v) all other provisions of this Rider No. 26
shall be applicable. Sublessor shall have the right to retract its election set
forth in the Sublessor's Removal Work Notice (i) at any time and for any reason
whatsoever without Sublessee's consent or approval if Sublessee has not entered
into a contract to have the Removal Work performed, or (ii) with Sublessee's
consent (which shall not be unreasonably withheld or delayed) if Sublessee has
entered into such a contract.

Rider No. 27:

All references to this "Sublease" herein shall be deemed to refer to the
Sublease, any exhibits, addenda, or riders thereto, and any and all of the
provisions of the Master Lease incorporated herein.


                                      -15-
<PAGE>

                                                                        11\11\96

The foregoing Rider provisions are accepted and agreed to by the undersigned:


                                       SUBLESSOR:

                                       JOURNAL COMMUNICATIONS, INC.,
                                       a Wisconsin corporation


                                       By: /s/ Douglas Hosking
                                           -------------------------------------
                                       Title: Vice President
                                              ----------------------------------
                                       Date: 11/20/96
                                             -----------------------------------


                                       IMPERIAL PRINTING COMPANY,
                                       a Michigan Corporation


                                       By: /s/ Douglas Hosking
                                           -------------------------------------
                                       Title: President
                                              ----------------------------------
                                       Date: 11/20/96
                                             -----------------------------------

                                       SUBLESSEE:

                                       BELL MICROPRODUCTS, INC.,
                                       a California corporation


                                       By: /s/ ATD
                                           -------------------------------------
                                       Title: Vice President Operations
                                              ----------------------------------
                                       Date: 11/19/96
                                             -----------------------------------

                                               /s/ REL
                                               VP of Finance
                                               11/19/96


                                      -16-
<PAGE>

                           FIRST ADDENDUM TO SUBLEASE


     This First Addendum to that certain Sublease dated September 27, 1996, by
and between JOURNAL COMMUNICATIONS, INC., A WISCONSIN CORPORATION AND IPC
COMMUNICATION SERVICES, INC., FORMERLY KNOWN AS IMPERIAL PRINTING COMPANY, A
WHOLLY-OWNED SUBSIDIARY OF JOURNAL COMMUNICATIONS, INC., AS JOINT AND SEVERAL
CO-TENANTS ("Sublessor"), and BELL MICROPRODUCTS, INC., A CALIFORNIA CORPORATION
("Sublessee"), for Premises located at 2020 South Tenth Street, San Jose,
California, whereby Sublessor and Sublessee agree that:

          1. The "Termination Date" of this Sublease agreement shall be changed
     from midnight of January 31, 2002, to midnight of February 27, 2006.

          2. Commencing February 1, 2002, and continuing through the Termination
     Date Sublessee shall pay as minimum rent the sum of Ninety-Three Thousand
     Four Hundred Three and No/100 Dollars ($93,403.00) per month in accordance
     with all other provisions of Paragraph 6.1 of the Rider To Sublease.

          3. The Sublease shall remain in full force and effect through and
     including the Termination Date except to the extent that it is modified by
     this Addendum.

          4. The provisions of the Sublease respecting payment of attorneys'
     fees shall also apply to this Addendum.


                                    AGREED AND ACCEPTED:


                                    SUBLESSEE:
                                    BELL MICROPRODUCTS, INC.


                                    By: /s/ BM Jaffa
                                    Date: November 24, 1997
<PAGE>

                                   SUBLESSOR:
                                   JOURNAL COMMUNICATIONS, INC
                                   IMPERIAL PRINTING COMPANY


                                   By: /s/ Douglas Hosking
                                   Date:   November 24, 1997

                                   CONSENTED TO BY LANDLORD:

                                   DINAPOLI, DINAPOLI AND MULCAHY TRUST, a
                                   California general partnership


                                   By: /s/ J. Philip DiNapoli
                                    Its:   General partner
                                   Date:   December 8, 1997


                                      -2-
<PAGE>

                               CONSENT TO SUBLEASE
                               -------------------

     THIS CONSENT TO SUBLEASE ("Agreement") is entered into as of the 12th day
of November, 1996, by and among DiNapoli, DiNapoli & Mulcahy Trust, a California
general partnership ("Landlord"), and Journal Communications, Inc., a Wisconsin
corporation, and Imperial Printing Company, a Michigan corporation, a
wholly-owned subsidiary of journal communications, Inc., as joint and several
co-tenants (collectively, "Tenant"), and Bell Microproducts, Inc., a California
corporation ("Subtenant").

     THE PARTIES ENTER this Agreement on the basis of the following facts,
intentions and understandings:

          A. Landlord leases to Tenant, and Tenant leases from Landlord certain
     premises ("Premises") pursuant to an Industrial Real Estate Lease and Rider
     to Lease Agreement ("Lease") dated December 22, 1995 and First Amendment to
     Lease of even date herewith (the Lease and First Amendment are
     collectively, "Master Lease") , a copy of which is attached hereto as
     Exhibit A. The Premises are more particularly described in the Master
     Lease.

          B. Tenant and Subtenant entered into a sublease ("Sublease") dated
     November 12, 1996, a copy of which is attached hereto as Exhibit B, whereby
     Tenant subleases to Subtenant, and Subtenant subleases from Tenant the
     Premises. Tenant has retained the right to use certain parking areas
     described in the Sublease. Subtenant is also granted the right to use
     certain parking areas described in the Sublease ("Parking Area").

          C. The terms of the Master Lease require the written consent of
     Landlord as a condition precedent to the Sublease.

          D. Landlord hereby grants its consent to the Sublease on the terms and
     conditions contained herein.

     NOW THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the
parties, the parties hereto agree as follows:

     1. Consent. Landlord hereby consents to the Sublease subject to all of the
terms and conditions of this Agreement.

     2. Representations.

          a. Landlord represents and warrants to Tenant and Subtenant that:

               (1) The Master Lease is a true and correct copy of the Master
          Lease, and there exist no amendments, modifications, or extensions of
          or to the Master Lease except as specified herein, and the Master
          Lease is now in full force and effect; and
<PAGE>

               (2) No Offsets. To Landlord's actual knowledge, there exist no
          defenses or offsets to enforcement of the Master Lease by Landlord or
          Tenant. To Landlord's actual knowledge, Tenant is not in default in
          the performance of the Master Lease. To Landlord's actual knowledge,
          Tenant has not committed any breach thereof, nor to Landlord's actual
          knowledge, has any event occurred which, with the passage of time, or
          the giving of notice, or both, would constitute a default or breach by
          Tenant.

          b. Tenant represents-and warrants to Landlord and Subtenant that:

               (1) The Master Lease is a true and correct copy of the Master
          Lease, and there exist no amendments, modifications, or extensions of
          or to the Master Lease except as specified herein, and the Master
          Lease is now in full force and effect; and

               (2) To Tenant's actual knowledge, there exist no defenses or
          offsets to enforcement of the Master Lease by Landlord or Tenant. To
          Tenant's actual knowledge, Landlord is not in default in the
          performance of the Master Lease. To Tenant's actual knowledge,
          Landlord has not committed any breach thereof, nor to Tenant's actual
          knowledge, has any event occurred which, with the passage of time, or
          the giving of notice, or both, would constitute a default or breach by
          Landlord.

     3. Subordinate. The Sublease shall be subject and subordinate to the Master
Lease and all of the Master Lease's provisions, covenants, and conditions. In
case of any conflict between the provisions of the Master Lease and the
provisions of the Sublease, as between Tenant and Landlord, the provisions of
the Master Lease shall prevail unaffected by the Sublease. Subtenant shall not
violate any of the terms and conditions of the Master Lease to the extent
applicable to the use and occupancy of the Premises and/or Parking Area. Any
breach of the Master Lease by Tenant or any breach of the Sublease by Subtenant
which results in a breach of the Master Lease shall entitle Landlord -to all the
rights and remedies provided in the Master Lease in the event of a breach, and
any other available remedy, against Tenant.

     4. No Ratification. This Agreement shall not operate as an approval of, or
ratification by Landlord of any of the provisions of the Sublease and Landlord
shall not be bound or estopped in any way by the provisions of the Sublease.
This Agreement shall not create in Subtenant or Landlord, as a third party
beneficiary or otherwise, any rights except as herein set forth.

     5. No waiver. Notwithstanding any term, covenant, provision or agreement
contained in the Sublease or any other agreement between Tenant and Subtenant
(including, without limitation, Rider No. 10 to the Sublease), except as
specifically set forth in this Agreement or required by law, neither the
Sublease nor any other agreement (including, without limitation, Rider No. 10 to
the Sublease) shall be construed to modify, waive or affect (i) any breach or
default on the part of Tenant under the Master Lease; (ii) any of the
provisions, covenants, or conditions in the Master Lease; (iii)


                                      -2-
<PAGE>

any of Tenant's obligations under the Master Lease; or (iv) any rights or
remedies of Landlord under the Master Lease or to enlarge or increase Landlord's
or Tenant's obligations or Tenant's or Landlord's rights under the Master Lease.

     6. Not Assignable. This Agreement is personal to Tenant and Subtenant and
may not be assigned by Tenant or Subtenant, except in accordance with the
provisions of Article 9 of the Master Lease, including, when and as specified in
such Article 9, obtaining the consent of Landlord as set forth in the Master
Lease. Any attempted assignment in violation of this section shall be void.

     7. No Release. Neither the Sublease nor this Agreement shall release or
discharge Tenant from any liability under the Master Lease and Tenant shall
remain liable and responsible for the full performance and observance of all of
the provisions, covenants, and conditions set forth in the Master Lease on the
part of Tenant to be performed and observed. The breach of the Sublease by
Subtenant which results in a material default of the Master Lease shall
constitute a material default by Tenant in fulfilling such provision. Tenant
shall indemnify Landlord, hold Landlord harmless from and defend Landlord
against any loss, cost, or expense, including attorneys' fees or costs, which
arise by virtue of Subtenant's use and/or occupancy of the Premises and Parking
Area, except such indemnification shall not apply in the event of Landlord's
negligence, willful misconduct or a material default of Landlord under the
Master Lease.

     8. Consent to Subsequent Sublease. This Agreement by Landlord shall not be
construed as a consent by Landlord to any future assignment or subletting either
by Tenant or Subtenant. The Sublease may not be assigned, renewed, or extended
nor shall the Premises and/or Parking Area, or any part thereof, be further
sublet except as provided in the Sublease and Master Lease.

     9. Termination. Except as provided in the Non-Disturbance (defined below),
upon the expiration or earlier termination of the term of the Master Lease, or
upon the surrender of the Master Lease by Tenant to Landlord, the Sublease shall
terminate as of the effective date ("Termination Date") of such expiration,
termination, or surrender, and Subtenant shall vacate the Premises and Parking
Area on or before the Termination Date. The foregoing is not intended to and
shall not operate to permit Tenant to terminate the Master Lease except as
permitted by the Sublease.

     10. Non-Disturbance Agreement. Concurrently with the execution of this
Agreement, Tenant, Landlord and Subtenant shall execute and promptly thereafter
record a Non-Disturbance, Recognition and Attornment Agreement
("Non-Disturbance") in the form attached hereto as Exhibit C.

     11. Continuing Liability. Tenant and Subtenant shall be jointly and
severally liable for all bills rendered by Landlord for charges incurred by or
imposed upon Subtenant which arise during the term of the Sublease for services
rendered and materials supplied to the Premises and/or


                                      -3-
<PAGE>

Parking Area pursuant to the Master Lease, Sublease and/or this Agreement;
provided Tenant and Subtenant shall not be liable for such amounts in the event
Landlord shall have been obligated to provide such services and materials at
Landlord's own cost and expense under the Master Lease. The provisions of this
Paragraph 11 shall not relieve Subtenant of Subtenant's obligation to pay such
bills pursuant to the Sublease.

     12. Sale of the Building. In the event of attornment by Subtenant
hereunder, Landlord's liability to Subtenant shall be limited to matters arising
during Landlord's ownership of the Building, and in the event that Landlord (or
any successor owner) shall convey or dispose of the Building to another party,
such party shall thereupon be and become landlord hereunder and shall be deemed
to have fully assumed and be liable for all obligations of this Sublease to be
performed by Landlord which first arise after the date of conveyance, including
the return of any security deposit (in the event Landlord transferred such
security deposit to such successor owner or transferee), and Subtenant shall
attorn to such other party, and Landlord (or such successor owner) shall from
and after the date of conveyance, be free of all liabilities and obligations
hereunder that accrue after such date. Landlord shall remain liable for the
return of the security deposit or such portion thereof as has not been applied
prior to the date of such conveyance in the event Landlord did not transfer the
security deposit to such successor owner or transferee. The liability of
Landlord to Subtenant for any default by Landlord under this Sublease after such
attornment, or arising in connection with Landlord's operation, management,
leasing, repair, renovation, alteration, or any other matter relating to the
Premises and/or Parking Area, shall be limited to the interest of Landlord in
the Property (as defined in the Master Lease) (and proceeds thereof).

     13. Subrents. In the event Tenant is in material default under any of the
terms and provisions of the Master Lease, Landlord may elect to receive directly
from Subtenant all sums due or payable to Landlord under the Master Lease,
including without limitation, any Additional Rent (including Landlord's Share of
the Profit (as defined in the Master Lease) in the amount specified by Landlord
to Subtenant in writing), and upon receipt of Landlord's notice Subtenant shall
thereafter pay to Landlord any and all such sums. Neither the service of-such
written notice nor the receipt of such direct payments shall cause Landlord to
assume any of Tenant's duties, obligations and/or liabilities under the
Sublease. Tenant hereby authorizes Subtenant to pay those sums due to Landlord
as set forth in the Master Lease, including without limitation, any Additional
Rent (including Landlord's Share of the Profit), in accordance with the terms of
the Sublease. Tenant shall credit all such sums paid against sums due under the
Sublease. Subtenant shall have no liability or obligation in connection with the
calculation of the sums payable to Landlord pursuant to this paragraph and shall
be entitled to rely on Landlord's written statement of such sums. Under no
circumstances shall Subtenant have any liability to pay to Landlord any sums in
excess of sums which Subtenant would otherwise be obligated to pay to Tenant
under the Sublease.

                                      -4-
<PAGE>

     14. Surrender of Premises.

          a. HVAC System. In addition to the provisions contained in section
     6.06 of the Master Lease, the following shall be applicable upon surrender
     of the Premises by Tenant: at least eighteen (18) months prior to the
     expiration of the initial Lease Term (or, if Tenant exercises its option
     for the First Extended Term (as defined in the Master Lease), at least
     eighteen (18) months prior to the expiration of the First Extended Term) ,
     Tenant shall inform Landlord in writing that Tenant shall or shall not, at
     no cost to Landlord, remove all or any portion of the heating, ventilating,
     and air conditioning system ("HVAC System") serving the manufacturing area
     of the Premises ("Manufacturing Area"), which Manufacturing Area is
     described in Exhibit E-1 attached hereto and incorporated herein by
     reference, or (ii) render such HVAC System in the Manufacturing Area
     inoperable; provided, however, Tenant shall not have the right to remove
     all or any portion of the HVAC System serving the front office area
     described on Exhibit E-2 attached hereto ("Front Office Area"). To the
     extent the HVAC System in the Manufacturing Area is not removed from the
     Premises or rendered inoperable, and is utilized by Tenant, during the Term
     of the Master Lease, Tenant shall maintain or cause such HVAC System to be
     maintained in accordance with the terms and provisions of the Master Lease,
     including without limitation, Section 6.04 of the Master Lease. Upon the
     expiration or earlier termination of the Master Lease, if all or any
     portion of the HVAC System in the Manufacturing Area has not been removed
     prior to such time, Landlord, in Landlord's sole discretion, may require
     Tenant to remove the HVAC System or any portion thereof then remaining in
     the Manufacturing Area, whether such HVAC System is then operable or not
     (and Landlord shall inform Tenant of such decision within sixty (60) days
     prior to the expiration or earlier termination of the Master Lease). If
     Landlord shall not require Tenant to remove the HVAC System in the
     Manufacturing Area within the time period set forth in the preceding
     sentence, Tenant shall have no further obligation to remove, repair or
     restore such HVAC System in the Manufacturing Area. In the event Tenant
     removes all or any portion of the HVAC System in the Manufacturing Area
     subsequent to the expiration or earlier termination of the Sublease, Tenant
     and its employees, contractors and agents shall remove such HVAC System in
     the Manufacturing Area in accordance with industry standards, Tenant shall
     promptly repair any damage to the Premises caused by such removal, and
     Tenant shall restore the Premises to the extent required by the Master
     Lease. With respect to the HVAC System serving the remainder of the
     Premises, Tenant shall maintain or cause the HVAC System to be maintained
     in accordance with the terms and provisions of the Master Lease.

          b. Rear Office Area. Tenant, at no cost and expense to Landlord, shall
     have the right to remove all or any portion of the offices located in the
     rear office area as described in Exhibit E-3 attached hereto and made a
     part hereof (the "Rear office Area"). Landlord shall have the right to
     require Tenant, at Tenant's sole cost and expense, to remove all or any
     portion of the offices in the Rear Office Area not previously removed by
     Tenant in connection with Tenant's surrender of the Premises to Landlord,
     provided that Landlord notifies Tenant of such election at least eighteen
     (18) months prior to the expiration of the initial Lease Term (or, if
     Tenant exercises its option for the First


                                      -5-
<PAGE>

     Extended Term, at least eighteen (18) months prior to the expiration of the
     First Extended Term). Tenant shall restore such portion of the Premises to
     the extent required by the Master Lease.

          c. Restoration Obligations. Except for the restoration obligations set
     forth in this Agreement with respect to the Rear Office Area and HVAC
     System in the Manufacturing Area, Tenant shall not have the obligation to
     remove any portion of the Subtenant Improvements (as defined in Exhibit D
     attached hereto).

          d. Demolition. Prior to or in connection with the construction of the
     Subtenant Improvements, Landlord shall, at Landlord's sole cost and
     expense, demolish those certain walls in the Front Office Area described in
     Exhibit-E-2 attached hereto and the Manufacturing Area described in Exhibit
     E-1 attached hereto. The cost of such demolition shall not be (i) deducted
     from the Tenant Improvement Allowance described in Exhibit D attached
     hereto or (ii) billed to Tenant or Subtenant.

          e. Conflict. In the event of any conflict or inconsistency between the
     terms of this Paragraph 14 and the terms of the Master Lease and/or
     Sublease, the terms of this Paragraph 14 shall govern and control.

     15. Bonus Rent. Tenant acknowledges and agrees that Landlord is entitled to
Landlord's Share of the Profit (as such terms are defined in the Master Lease)
as and when set forth in the Master Lease. In determining the amount of
"Landlord's Share of Profit" payable by Tenant to Landlord pursuant to Section
9.05(b) of the Master Lease, no reduction in the Base Rent (as defined in the
Master Lease) or refund granted to Subtenant pursuant to Rider No. 26 of the
Sublease or any amount paid by Subtenant pursuant to the Sublease in lieu of
Base Rent in connection with, relating to or arising from the performance of the
Removal Work (as defined in Rider No. 26 of the Sublease) shall be deemed to be
an amount, fee or other consideration paid to Tenant for the Sublease, whether
or not the Removal Work is Subtenant's or Tenant's responsibility to perform.

     16. No Options. Subtenant shall have no right to exercise any option to
extend contained in the Master Lease. Such options are personal to and not
assignable by Tenant.

     17. Delivery of Possession; Early Occupancy. Tenant acknowledges and agrees
that, upon the effectiveness of this Agreement, Landlord shall have delivered
possession of the Property (as defined in the Master Lease), Premises and
Parking Area to Tenant. Landlord agrees that Tenant shall have the right to
early occupancy described in Section 2.03 of the Master Lease pursuant to and in
accordance with the terms thereof upon the effectiveness of this Agreement.

     18. Condition of Premises. Except as provided in Paragraph 14d and this
Paragraph 18, Landlord shall deliver possession of the Premises to Tenant in the
condition set forth in Section 6.01 of the Master Lease. Subtenant acknowledges
and agrees that the existing HVAC System serving the Premises is not adequate to
serve the needs of Subtenant, as such needs of


                                      -6-
<PAGE>

Subtenant have been communicated to both Landlord and Tenant. However, Landlord
shall make certain that, prior to the completion of the Subtenant Improvements,
the existing HVAC System is serviced such that the HVAC System is in operational
condition, but subject to the provisions below. In no event shall Landlord be
required to perform any additional work to the HVAC System, other than as set
forth above, or to maintain, upgrade, enhance or improve such HVAC System.
Subtenant acknowledges and agrees that (i) Subtenant is subleasing the Premises
and Parking Area based solely upon its inspections and investigations of the
Premises and Parking Area, and that Subtenant is subleasing the Premises and
Parking Area "AS IS" and "WITH ALL FAULTS," based upon the condition of the
Premises and Parking Area as of the date of this Agreement, ordinary wear and
tear and loss by fire or other casualty or condemnation excepted, and (ii)
neither Landlord nor Tenant make any warranty or representation to Subtenant,
express or implied, or arising by operation of law, including, but not limited
to, any warranty of condition, habitability, merchantability or fitness for a
particular purpose, in respect of the Premises and Parking Area, including the
HVAC System. Without limiting the foregoing, Subtenant acknowledges that, except
as may otherwise be specifically set forth elsewhere in this Agreement or the
Master Lease, neither Landlord nor Tenant have made any representations or
warranties of any kind upon which Subtenant is relying as to any matters
concerning the Premises and Parking Area, including, but not .limited to: (i)
the existence or non-existence of any pollutant, toxic waste and/or any
hazardous materials or substances; (ii) the utilities serving Premises; (iii)
the suitability of the Premises and Parking Area, including the HVAC System, for
any and all activities and uses which Subtenant may elect to conduct thereon; or
(iv) the compliance of the Premises and Parking Area, including the HVAC System,
with any zoning, environmental, building or other laws, rules or regulations
affecting the Premises and Parking Area. Neither Landlord nor Tenant make any
representation or warranty to Subtenant that the Premises or Parking Area
complies with the Americans with Disabilities Act or any fire or building code.

     19. Tenant Improvements. Paragraph 2 of Rider to Lease Agreement attached
to the master Lease is hereby deleted in its entirety. The Subtenant
Improvements (as defined in Exhibit D to this Agreement) shall be constructed in
accordance with the terms of Exhibit D attached hereto and incorporated herein.
Tenant has reviewed such Exhibit D and consents to each and every provision
contained therein. Upon payment of the Subtenant Improvement Allowance and the
construction of the Subtenant improvements (as each term is defined in Exhibit D
attached hereto), except as otherwise provided in the Matter Lease, neither
Tenant nor Subtenant shall be entitled to any further improvement to be made, or
any further amounts to be paid, by Landlord for tenant improvements to the
Premises. The foregoing is not intended to and shall not relieve Landlord from
liability for any maintenance and repair obligations of Landlord under the
Master Lease.

     20. Waiver of Subrogation. Notwithstanding anything to the contrary in the
Sublease or the Master Lease, the parties hereto release each other and their
respective agents, employees, successors, assignees and subtenants from all
liability for injury to any person or damage to any property that is caused by
or results from a risk which is actually insured against or which is required to
be insured against under the Master Lease or the Sublease, without regard to the
negligence


                                      -7-
<PAGE>

or willful misconduct of the entity so released. Each party shall use its
commercially reasonable efforts to cause each insurance policy it obtains to
provide that the insurer thereunder waives all right of recovery by way of
subrogation as required herein in connection with any injury or damage covered
by the policy. If such insurance policy cannot be obtained with such waiver of
subrogation or if such waiver of subrogation is only available at additional
cost and the party for whose benefit the waiver is not obtained does not pay
such additional cost, then the party obtaining such insurance shall immediately
notify the other party of that fact. By execution of this Consent, Landlord
agrees that the provisions contained in this paragraph concerning waiver of
subrogation shall apply to Landlord, and Subtenant as well as to Landlord and
Tenant. This waiver of subrogation shall survive the expiration or early
termination of the Master Lease and Sublease.

     21. Condition Precedent. As a condition precedent to the effectiveness of
this Agreement, each of the Non-Disturbance, Exhibit D and those certain First
Amendments to the Master Lease and to that certain Industrial Real Estate Lease
dated December 22, 1995 by and between Landlord and Tenant with respect to
certain premises located at 2011 Senter Road, San Jose, California, in the form
of Exhibit F-1 and Exhibit F-2 attached hereto and incorporated herein by
reference, shall have been fully executed and delivered to Landlord.

     22. Miscellaneous.

          a. Attorneys' Fees. In the event of any litigation between the parties
     hereto with respect to the subject matter hereof, the unsuccessful party
     agrees to pay the successful party all costs, expenses and reasonable
     attorney's fees incurred therein by the successful party, which shall be
     included as a part of the judgment therein rendered.

          b. Brokerage Commission. Tenant agrees to indemnify and hold Landlord
     harmless from and against any loss, cost, expense, damage or liability,
     including reasonable attorneys, fees, incurred as a result of a claim by
     any person or entity who claims or did in fact act on Tenant's behalf (i)
     that any such person or entity is entitled to a commission, finder's fee or
     like payment in connection with the Sublease or (ii) relating to or arising
     out of the Sublease or any related agreements or dealings. Subtenant agrees
     to indemnify and hold Landlord harmless from and against any loss, cost,
     expense, damage or liability, including reasonable attorneys' fees,
     incurred as a result of a claim by any person or entity who claims or did
     in fact act on Subtenant's behalf (i) that any such person or entity is
     entitled to a commission, finder's fee or like payment in connection with
     the Sublease or (ii) relating to or arising out of the Sublease or any
     related agreements or dealings.

          c. Entire Agreement. There are no oral or side agreements among the
     parties affecting this Agreement, and this Agreement contains the entire
     agreement of the parties with respect to Landlord's consent to the
     Sublease.


                                      -8-
<PAGE>

          d. Governing Law. The laws of the State of California shall govern
     this Agreement.

          e. Copies of Default Notices. Copies of any notices of default sent by
     (i) Landlord to Tenant under the Master Lease shall be delivered by
     Landlord to Subtenant at the address set forth in the Sublease at the same
     time such notices are sent to Tenant as set forth in the Master Lease, (ii)
     Tenant under the Master Lease or Sublease, as applicable, shall be
     delivered to Landlord and Subtenant at the addresses for each set forth in
     the Master Lease and Sublease, as applicable, at the same time such notices
     are sent to Landlord or Subtenant, as applicable, as set forth in the
     Master Lease or Sublease, as applicable, and (iii) Subtenant to Tenant
     under the Sublease shall be delivered by Subtenant to Landlord at the
     address set forth in the Master Lease at the same time such notices are
     sent to Tenant as set forth in the Sublease.

          f. Use. Subtenant shall be permitted to use the Premises for light
     manufacturing in addition to the other permitted uses under the Master
     Lease.

          g. Sublease. No provision in this Agreement shall release, waive,
     limit or modify any obligation, liability or responsibility Subtenant or
     Tenant may have to one another under the Sublease, including but not
     limited to, any obligations, liabilities or responsibilities created by the
     exhibits to this Agreement.

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

"LANDLORD"                          "TENANT"

DiNapoli, DiNapoli & Mulcahy Trust, Journal Communications, Inc.,
a California General Partnership    a Wisconsin corporation, a joint and several
                                            co-tenant

By: /s/ J. Philip DiNapoli          By: /s/ Douglas Hosking

Its:     General Partner            Its:   Vice President
Date:                               Date:  November 12, 1996
      -------------------------

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


                                      -9-
<PAGE>

                                    Imperial Printing
                                    Company, a
                                    Michigan
                                    corporation, a
                                    wholly-owned
                                    subsidiary of
                                    Journal
                                    Communications, a
                                    joint and several
                                    co-tenant

                                    By:      /s/ Douglas Hosking
                                    Its:     President
                                    Date:    November 12, 1996

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

                                    "SUBTENANT"

                                    Bell Microproducts, Inc.
                                    a California corporation

                                    By:      /s/ ATD
                                    Its:     Vice President Operations
                                    Date:    November 12, 1996

                                    By:      /s/ REL
                                    Its:     Vice President of Finance
                                    Date:    November 19, 1996


                                      -10-
<PAGE>

                          SUBLEASE ASSIGNMENT AGREEMENT


     THIS SUBLEASE ASSIGNMENT AGREEMENT (the "Agreement") shall be effective as
of June 8, 1999 (the "Effective Date"), and is made by and between BELL
MICROPRODUCTS INC., a California corporation ("Assignor"), and PEMSTAR, INC., a
Minnesota corporation ("Assignee").

     This Agreement is made with reference to the following facts and
objectives:

          A. DiNapoli, DiNapoli & Mulcahy Trust, a California general
     partnership ("Master Landlord"), as landlord, and Journal Communications,
     Inc., a Wisconsin corporation, and Imperial Printing Company, a Michigan
     corporation (collectively, "Sublessor"), as tenant, entered that certain
     Industrial Real Estate Lease and that certain Rider to Lease Agreement
     dated December 22, 1995, and that certain First Amendment to Industrial
     Real Estate Lease dated November 12, 1996, whereby Master Landlord leased
     to Sublessor those certain Premises (the "Premises") described as 2020
     South Tenth Street, San Jose, California. Such Lease, as so amended, is
     referred to herein as the "Master Lease."

          B. Sublessor and Assignor entered that certain Sublease and that
     certain Rider to Sublease dated November 12, 1996, whereby Sublessor
     subleased the Premises to Assignor. Such Sublease and Rider to Sublease
     were consented to and modified by that certain Consent to Sublease dated
     November 12, 1996, by Master Landlord, Sublessor and Assignor. Sublessor
     and Assignor further entered that certain First Addendum to Sublease dated
     November 24, 1997, which was consented to by Master Landlord on December 8,
     1997. Such Sublease, Rider to Sublease, Consent to Sublease, and First
     Addendum to Sublease are referred to herein collectively as the "Sublease."

          C. Assignor and Assignee entered into that certain Asset Purchase
     Agreement, dated April 30, 1999, (the "Asset Purchase Agreement") pursuant
     to which Assignor shall sell and deliver to Assignee, and Assignee shall
     purchase and accept from Assignor, at the closing of the transactions
     contemplated thereby, all of Assignor's rights with respect to the
     Premises.

          D. Assignor desires to assign to Assignee all of Assignor's right,
     title and interest in, under and to the Sublease, and Assignee desires to
     accept such assignment and assume all of the obligations of the "Sublessee"
     under the Sublease.

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee hereby agree as follows:


     1. Agreement and Assumption. Assigner hereby assigns, transfers and conveys
to Assignee, and Assignee hereby accepts, all of Assignor's rights, title and
interest in, under and to the Sublease and the Premises. Assignee hereby accepts
this assignment and assumes and agrees to keep,
<PAGE>

perform and fulfill, as a direct obligation to Sublessor and for the benefit of
Assignor, all of the terms, covenants, conditions and obligations required to be
kept, performed and fulfilled by the "Sublessee" under the Sublease accruing
from and after the Effective Date.

     2. Security Deposit. The parties acknowledge that Assignor has deposited
with Sublessor the sum of Eighty Thousand Dollars ($80,000) to be held by
Sublessor as a security deposit under Section 7 of the Sublease. From and after
the Effective Date, the security deposit deposited by Assignor with Sublessor
shall be for the benefit of Assignee, subject to the provisions of the Sublease.

     3. Responsibilities Under Sublease; Indemnification.

          A. Assignor shall be responsible for the payment of all rents and
     other amounts and the performance of all obligations required under the
     Sublease to be paid or performed by Assignor for any period prior to the
     Effective Date, including, without limitation, any and all indemnity
     obligations of Assignor accrued with respect to facts or circumstances
     first occurring prior to the Effective Date.

          B. Assignee shall be responsible for the payment of all rents and
     other amounts and the performance of all obligations required under the
     Sublease to be paid or performed for any period on or after the Effective
     Date, including, without limitation, (i) any and all indemnity obligations
     of the "Sublessee" under the Sublease accruing with respect to facts or
     circumstances first occurring on or after the Effective Date, (ii) the
     performance of all "Removal Work" under Rider No. 26 of the Rider to
     Sublease, and (iii) all obligations of the "Sublessee" to remove
     improvements and equipment and restore the Premises under Section 14 of the
     Consent to Sublease.

          C. Subject to the other terms and conditions of this Agreement, to the
     extent that Assignor has made payments pursuant to the Sublease that relate
     to periods on or after the Effective Date and to the extent that Assignee
     shall make payments pursuant to the Sublease that relate to periods prior
     to the Effective Date, such amounts shall be prorated as of the Effective
     Date and the party with a net obligation to the other shall promptly pay
     such amount on or after the Effective Date.

          D. Assignee shall indemnify, defend, protect and hold harmless
     Assignor, its subsidiaries, directors, officers, agents and other entities
     or persons that, directly or indirectly, through one or more
     intermediaries, controls, is controlled by, or is under common control with
     Assignor ("Indemnitee"), from and against any and all losses, costs,
     claims, liabilities and damages, including reasonable attorneys' fees
     arising from or related to (i) the Premises and/or the Sublease that accrue
     on or after the Effective Date, (ii) any event or condition that occurs or
     exists on or with respect to the Sublease and/or the Premises on or after
     the Effective Date, and (iii) Assignee's breach, or alleged breach, of its
     obligations under the Sublease or this Agreement (collectively, "Claims").


                                       2
<PAGE>

          E. Notwithstanding anything contained herein, the rights of Assignor
     under Rider No. 23 of the Rider to Sublease are personal to Assignor and
     are not being assigned or otherwise transferred to Assignee, and Assignee
     shall have no power to exercise any "First Right to Negotiate" set forth in
     such Rider No. 23. Assignor hereby waives, releases and terminates such
     First Right to Negotiate.

          F. Assignor agrees, upon the request of Assignee, to join in any
     agreement reasonably acceptable to Assignor for early termination of the
     Sublease, whether for the purpose of allowing Assignee to enter into a new
     lease or sublease covering the Premises or otherwise, provided that
     Assignor incurs no costs or liabilities, contingent or otherwise, in
     connection with any such agreement.

     4. Covenants of Assignee.

          A. From and after the Effective Date, Assignee shall (i) pay all rent
     and perform all other payment obligations pursuant to this Agreement that
     are due pursuant to the Sublease directly to Sublessor and Master Landlord,
     and (ii) render performance of all other obligations that are due pursuant
     to the Sublease directly to Sublessor and Master Landlord.

          B. Assignee shall provide the insurance and insurance certificates
     required of the "Sublessee" under the Sublease from and after the Effective
     Date and shall cause Assignor to be named as an additional insured on any
     policy of insurance carried by Assignee pursuant to the Sublease (or which
     is carried by Assignee and relates to the Premises) upon which Assignee is
     a named insured. Assignee shall deliver to the Assignor certificates of
     insurance, copies of policies and evidence of renewal at the same times and
     in the same manner that such items are required to be provided to Sublessor
     and Master Landlord under the Sublease.

          C. Assignee shall not (i) waive or amend any term or condition of the
     Sublease, (ii) exercise any election, option, right or remedy under the
     Sublease, (iii) grant any consent or approval under the Sublease, (iv)
     improve or otherwise alter any of the Premises, if the cost to remove any
     such improvement or alteration and restore the Premises to their prior
     condition could exceed $100,000 (the foregoing clause (iv) is not, however,
     intended to modify the Tenant's obligations and/or Master Landlord's rights
     under the Master Lease or the Sublease Consent), (v) use or otherwise
     permit to be present at the Premises any "Hazardous Materials" (as defined
     in Section 4 of the Rider to Lease), or (vi) assign, sublease, mortgage,
     pledge or encumber any interest in or under this Agreement, the Sublease or
     the Premises, without in each such case having obtained the prior written
     consent of Assignor, which consent shall not be unreasonably withheld (but
     which consent may be conditioned upon Assignee's provision of adequate
     security for the performance of Assignee's obligations under this Agreement
     and the Sublease); provided, however, that Assignee may not in any event
     amend the Sublease to increase the rent or other sums payable thereunder,
     to extend the term thereof, to expand the premises subject thereto, or
     otherwise to increase the subtenant's obligations thereunder.


                                       3
<PAGE>

          D. Assignee shall promptly deliver to Assignor copies of all notices,
     demands, correspondence and other communications given or received by
     Assignee to or from Sublessor or Master Landlord under the Sublease.

          E. Assignor and its agents and representatives shall have the right to
     enter the Premises at reasonable times and from time to time to inspect
     such Premises and ensure Assignee's compliance with this Agreement and the
     Sublease, subject to Assignee's reasonable security and confidentiality
     limitations required by Assignee to protect itself and its customers.
     Assignee shall cooperate reasonably with Assignor to demonstrate such
     compliance and shall provide Assignor with such evidence of compliance as
     Assignor may reasonably request from time to time.

     5. Default. In the event that Assignee fails to pay any sum or perform any
obligation to be paid or performed by Assignee under this Agreement or the
Sublease, then, in addition to all other rights and remedies provided at law and
in equity, Assignor shall have the following remedies to which Assignor may
resort cumulatively or alternatively:

          A. Right to Cure. Assignor may make such payment or perform such
     obligation without waiving or releasing Assignee from its obligations.
     Assignor shall be entitled (but not required) to take such action at such
     time as is necessary to avoid the occurrence of an event of subtenant's
     default under the Sublease. All sums paid by Assignor and all costs of such
     performance by Assignor, together with interest at the lesser of (i) the
     maximum rate allowed by law and (ii) a rate four (4) percentage points over
     the prime rate of interest from time to time published in The Wall Street
     Journal, from the date the sum is paid until repaid, shall be reimbursed by
     Assignee to Assignor upon Assignor's written demand.

          B. Right to Terminate. Assignor may terminate this Agreement by
     written notice of termination, in which event this Agreement and the
     assignment contained herein shall terminate on the date specified in the
     notice. Upon termination of this Agreement, and without prejudice to any
     other remedies Assignor may have, Assignor shall have all remedies for
     default set forth in Section 10.03 of the Master Lease, including without
     limitation, the right to (i) peaceably re-enter the Premises upon voluntary
     surrender by Assignee; (ii) expel or remove Assignee and any other
     occupants from the Premises using any legal proceedings then available,
     including those proceedings contemplated by California Code of Civil
     Procedure Section 1161 et seq.; (iii) enter, repossess, use or, subject to
     the terms of the Sublease, relet the Premises or any part thereof, for such
     term, at such rent, and upon such other terms and conditions as Assignor
     may accept; and (iv) remove all property of Assignee from the Premises at
     Assignee's expense in accordance with the provisions of California Civil
     Code Sections 1980-1991. If and to the extent this Agreement is
     characterized as a sublease for purposes of determining Assignor's rights
     and remedies against Assignee, (i) Assignor shall have the remedy described
     in California Civil Code Section 1951.4 (which provides that a lessor may
     continue a lease in effect after the lessee's breach and abandonment and
     recover rent as it becomes due, if the lessee has the right to sublet or
     assign, subject only to reasonable limitations), and (ii) Assignor shall
     have the right


                                       4
<PAGE>

     to recover damages in accordance with the provisions of California Civil
     Code Section 1951.2, including the right to recover 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 the award exceeds the amount of
     rental loss that Assignee proves could have been reasonably avoided.

          C. Damages on Termination. If Assignor terminates this Agreement
     pursuant to Section 5B, Assignor shall be entitled to damages for all
     detriment proximately caused by Assignee's failure to perform its
     obligations under the Master Lease, the Sublease and this Agreement, or
     which in the ordinary course of things would be likely to result therefrom,
     including, without limitation, all amounts paid or payable to Sublessor
     and/or Master Landlord by Assignee under the terms of the Sublease or on
     account of Assignee's default in performance thereof and all other damages
     recoverable by Assignor under California law.

     Notwithstanding the foregoing, Assignor shall not exercise any rights under
this Section 5 to perform any non-monetary obligation of Assignee under this
Agreement or the Sublease or to terminate this Agreement for any such failure to
perform such an obligation unless either Master Landlord, Sublessor or Assignor
has first given Assignee at least fifteen (15) days prior written notice of such
default, nor if Assignee shall reasonably and in good faith commence to remedy
such default within such fifteen (15)-day period and thereafter diligently
pursue such remedy to completion in a manner satisfactory to Master Landlord,
Sublessor and Assignor. No such notice shall be required, however, if Assignee's
failure to perform constitutes a non-curable breach of the Sublease or this
Agreement. Any such notice under this paragraph shall satisfy any and all notice
requirements imposed by law and is not in addition to any such requirement.

     6. Condition. This Agreement and the assignment contained herein shall not
become effective unless and until Sublessor and Master Landlord shall have given
their written consent to this Agreement in a form reasonably satisfactory to
Assignor and Assignee.

     7. Estoppel Certificates and Financial Statements. At any time during the
term of the Sublease, Assignee or Assignor shall, following any request by the
other, promptly execute and deliver to the requesting party within ten (10) days
following delivery of a request therefor an estoppel certificate: (i) certifying
that the Sublease is unmodified and in full force and effect or, if modified,
stating the nature of such modification and certifying that the Sublease, as so
modified, is in full force and effect; (ii) stating the date to which the rent
and other charges have been paid in advance, if any; (iii) acknowledging that
there are not, to such party's knowledge, any uncured defaults on the part of
Assignor, Assignee, Sublessor or Master Landlord under the Sublease or, if there
are uncured defaults, specifying the nature of such defaults; and (iv)
certifying such other information about the Sublease and the Premises as may be
reasonably requested by the requesting party. At any time during the term of the
Sublease, Assignee shall, upon ten (10) day's prior written notice from
Assignor, provide Assignee's most recent financial statements, which statements
shall be prepared in accordance with generally accepted accounting principles.

                                       5
<PAGE>

     8. Miscellaneous. Time is of the essence of this Agreement. The language in
all parts of this Agreement shall in all cases be construed as a whole according
to its fair meaning and not strictly for or against either Assignor or Assignee,
both of whom were represented by counsel in connection with the negotiation and
preparation of this Agreement. The terms "shall," "will," and "agree" are
mandatory. The term "may" is permissive. When a party is required to do
something by this Agreement, it shall do so at its sole cost and expense without
right of reimbursement from the other party unless a provision of this Agreement
expressly requires reimbursement. Assignor and Assignee shall execute and
deliver such additional documents and take such additional actions as either may
reasonably request to carry out the purposes of this Agreement. This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs, successors and assigns. If either party brings an action
or legal proceeding with respect to this Agreement, the prevailing party shall
be entitled to recover its reasonable attorneys' fees and costs. All captions
contained in this Agreement are for convenience of reference only and shall not
affect the construction of this Agreement. This Agreement may be executed in one
or more counterparts, each of which shall be an original, but all of which,
taken together, shall constitute one and the same Agreement. If any one or more
of the provisions of this Agreement shall be invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby.

     9. Brokerage Commissions. Each party hereto (i) represents to the others
that it has not had any dealings with any real estate brokers, leasing agents or
salesmen, or incurred any obligations for the payment of real estate brokerage
commissions or finders' fees which would be earned or due and payable by reason
of the execution of this Agreement, and (ii) agrees to indemnify, defend and
hold harmless the other party from any claim for any such commission or fees
which result from the actions of the indemnifying party.

     10. Notices. Except for legal process which may also be served as provided
by law or as provided herein, all notices, demands, requests, consents and other
communications ("Notices") which may be given or are required to be given by any
party under this Agreement to the other shall be in writing and shall be deemed
given to and received by the party intended to receive such Notice (i) when hand
delivered, (ii) on the date on which the United States Postal Service certified
delivery or refusal to accept delivery of such Notice which shall have been
deposited, postage prepaid, in the United States mail, certified return receipt
requested, properly addressed to the address specified herein, or (iii) on the
date of delivery sent to the address specified herein by reputable overnight
courier (e.g., Federal Express or other comparable service), as evidenced by
such courier's records. All such Notices to Assignor shall be sent to Assignor
at Bell Microproducts, Inc., 1941 Ringwood Avenue, San Jose, California 95131,
Attention: Chief Financial Officer. All such Notices to Assignee shall be sent
to Assignee at PEMSTAR INC., 3535 Technology Drive, Rochester, Minnesota 55901,
Attention: Al Berning.


                                       6
<PAGE>

     11. Entire Agreement. This Agreement constitutes the entire agreement
between Assignor and Assignee regarding the Sublease and the Premises, and there
are no binding agreements or representations between the parties except as
expressed in this Agreement; provided, however, that, in the event a Claim
arises under this Agreement as to which an Indemnitee is entitled to
indemnification hereunder, Assignor shall be entitled to elect to seek
indemnification under this Agreement or under the Asset Purchase Agreement so
long as Indemnitee does not realize a double recovery with respect to any such
Claim. Such indemnification shall be the sole and exclusive remedy of Indemnitee
with respect to such Claim and shall preclude assertion by any other party of
any other rights or the seeking of any other remedies against another party. An
Indemnitee's right to indemnification under this Agreement is in addition to,
and not in derogation, modification, or replacement of, Assignor's rights to
indemnification, or any other rights or obligations of either Assignor or
Assignee, under the Asset Purchase Agreement. By way of example, which is merely
illustrative and not intended to be exhaustive, should a Claim by Assignor for
indemnification by Assignee arise under this Agreement, Assignor may, in its
sole discretion, elect to receive indemnification in accordance with Section 3D
of this Agreement or Section 8.1(b) of the Asset Purchase Agreement. Assignee
acknowledges that neither Assignor nor any party acting on behalf of Assignor
has made any legally binding representation as to any matter except those
expressly set forth in this Agreement or in the Asset Purchase Agreement, and
Assignee agrees that it may not reasonably rely on any representation made by,
or purportedly made by, Assignor or any party acting on behalf of Assignor
unless such representation is expressly set forth in this Agreement or in the
Asset Purchase Agreement. There are no oral agreements between Assignor and
Assignee affecting this Agreement, and, except as provided above, this Agreement
supersedes and cancels any and all previous negotiations, arrangements,
agreements, and understandings, if any, between Assignor and Assignee with
respect to the subject matter of this Agreement. This Agreement shall not be
legally binding until it is executed by Assignor and Assignee. No subsequent
change or addition to this Agreement, nor any waiver of any term or condition
hereof, shall be binding unless in writing and signed by the party sought to be
bound thereby.

     12. Counterparts. For the convenience of the parties, this Agreement may be
executed in one or more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same document.

     13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.

     14. Authority. Each party hereto represents and warrants to the other party
that (i) the person or persons executing this Agreement on behalf of such party
are duly authorized to execute this Agreement on behalf of such party, and (ii)
such party has the right, power and authority to execute and deliver this
document to the other party and to perform its obligations as set forth herein.

     IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement
intending it to be effective as of the Effective Date.


                                       7
<PAGE>

                                       ASSIGNOR:

                                       BELL MICROPRODUCTS, INC.


                                       By:     /s/ BM Jaffe

                                       Title:  Sr. Vice President

                                       Date:   June 4, 1999



                                       ASSIGNEE:

                                       PEMSTAR, INC.


                                       By:     /s/ Gary Lingbeck

                                       Title:  Executive Vice President

                                       Date:   June 4, 1999


                                       8
<PAGE>

                        CONSENT TO ASSIGNMENT OF SUBLEASE


     THIS AGREEMENT ("Agreement") is made as of June 7, 1999, by and between
DiNapoli, DiNapoli & Mulcahy Trust, a California general partnership ("Master
Landlord"), Journal Communications, Inc., a Wisconsin corporation, and Imperial
Printing Company, a Michigan corporation, a wholly owned subsidiary of Journal
Communications, Inc., as Joint arid several co-tenants (collectively,
"Sublessor"), Bell Microproducts, Inc., a California corporation, as subtenant
("Assignor"), and PEMSTAR, INC., a Minnesota corporation, as assignee of
subtenant ("Assignee") with reference to the following facts:

          A. Master Landlord and Sublessor entered into that certain Industrial
     Real Estate Lease arid that certain Rider to Lease Agreement dated December
     22, 1995, and that certain First Amendment to Industrial Real Estate Lease
     dated November 12, 1996, whereby Master Landlord leased to Sublessor those
     certain premises described as 2020 South Tenth Street, San Jose, California
     and certain parking areas described in the Sublease (defined below)
     (collectively, "Premises"). Such Lease, as so amended, is referred to
     herein as the "Master Lease."

          B. Sublessor and Assignor entered into that certain Sublease and that
     certain Rider to Sublease dated November 12, 1996, whereby Sublessor
     subleased the Premises to Assignor. Such Sublease arid Rider to Sublease
     were consented to and modified by that certain Consent to Sublease dated
     November 12, 1996, by and among Master Landlord, Sublessor and Assignor
     ("Sublease Consent"). Sublessor and Assignor further entered into that
     certain First Addendum to Sublease dated November 24, 1997, which was
     consented to by Master Landlord on December 8, 1997. Such Sublease, Rider
     to Sublease, Consent to Sublease, and First Addendum to Sublease are
     referred to herein collectively as the "Sublease."

          C. Assignor and Assignee entered into that certain Sublease Assignment
     Agreement dated June 7, 1999 ("Assignment") pursuant to which Assignor
     assigned to Assignee and Assignee accepted and assumed all of Assignor's
     right, title and interest in, under and to the Sublease, subject to each of
     Master Landlord's and Sublessor's consent. A true and correct copy of the
     Assignment is attached hereto as Exhibit A and incorporated herein by this
     reference.

          D. Assignor has requested that Master Landlord consent to Assignor's
     assignment of the Sublease to Assignee pursuant to the Sublease and
     Assignment. Master Landlord has agreed to consent to the assignment on the
     following terms and conditions.

     NOW, THEREFORE, in consideration of the foregoing, and in consideration of
the mutual agreements and covenants hereinafter set forth, Master Landlord,
Sublessor, Assignor and Assignee agree as follows:
<PAGE>

     1. Definitions. Unless otherwise defined in this Agreement, all defined
terms used in the Agreement shall have the meaning and definition given them in
the Master Lease.

     2. Master Lease.

          2.1 The Sublease and Assignment shall be at all times subject and
     subordinate to all of the terms and conditions of the Master Lease. In case
     of any conflict between the provisions of the Master Lease and the
     provisions of the Sublease and Assignment, as between Sublessor and Master
     Landlord, the provisions of the Master Lease shall prevail unaffected by
     the Sublease and Assignment. Assignor and Assignee shall not violate any of
     the terms and conditions of the Master Lease to the extent applicable to
     the use and occupancy of the Premises. Subject to the terms of that certain
     Nondisturbance, Recognition and Attornment Agreement dated November 12,
     1996 by and among Master Landlord, Sublessor and Assignor
     ("Nondisturbance"), any breach of the Master Lease by Sublessor shall
     entitle Master Landlord to all the rights and remedies provided in the
     Master Lease. Any breach of the Sublease or Assignment by Assignor or
     Assignee that results in a breach of the Master Lease shall entitle Master
     Landlord to all the rights and remedies provided in the Master Lease.

          2.2 Except as provided in the Nondisturbance, upon the expiration or
     earlier termination of the term of the Master Lease, or upon the surrender
     of the Master Lease by Sublessor to Master Landlord, the Sublease and
     Assignment shall terminate as of the effective date ("Termination Date") of
     such expiration, termination, or surrender, and Assignor and Assignee shall
     vacate the Premises on or before the Termination Date. The foregoing is not
     intended to and shall not operate to permit Sublessor to terminate the
     Master Lease except as permitted by the Master Lease. Except to the extent
     set forth in the Master Lease and Sublease Consent, neither Assignor nor
     Assignee shall have any right and there shall not be vested in either of
     them any right to exercise rights of first refusal, option or other similar
     preferential rights, if any (collectively, "Option Rights"), given to
     Sublessor under the Master Lease; notwithstanding the foregoing, Assignor
     and Assignee acknowledge and agree that under no event or circumstance
     shall any of such Option Rights be or otherwise assignable or transferable
     to any other person or entity, by operation of law or otherwise, without
     Master Landlord's prior written consent, which consent may be withheld by
     Master Landlord in its sole and absolute discretion.

          2.3 Sublessor represents and warrants to Master Landlord that (a)
     there exist no amendments, modifications, or extensions of or to the Master
     Lease except as specified herein, and the Master Lease is now in full force
     and effect; and (b) to Sublessor's actual knowledge, there exist no
     defenses or offsets to enforcement of the Master Lease by Master Landlord
     or Sublessor. To Sublessor's actual knowledge, (i) Master Landlord is not
     in default in the performance of the Master Lease, (ii) Master Landlord has
     not committed any breach thereof, and (iii) no event has occurred which,
     with the passage of time, or the giving of notice, or both, would
     constitute a default or breach by Master Landlord.


                                      -2-
<PAGE>

          2.4 Sublessor represents and warrants to Master Landlord that (a)
     there exist no amendments, modifications, or extensions of or to the
     Sublease except as specified herein, and the Sublease is now in full force
     and effect; and (b) to Sublessor's actual knowledge, there exist no
     defenses or offsets to enforcement of the Sublease by Sublessor or
     Assignor. To Sublessor's actual knowledge, except as contained in the
     Letter (defined below) (i) Sublessor is not in default in the performance
     of the Sublease, (ii) Sublessor has not committed any breach thereof, and
     (iii) no event has occurred which, with the passage of time, or the giving
     of notice, or both, would constitute a default or breach by Sublessor.
     Notwithstanding anything in this consent to the contrary, nothing contained
     in this consent shall be deemed an admission by Sublessor, Assignor, or
     Assignee that any of the matters described in the Letter constitutes a
     default under the Master Lease.

          2.5 Assignor represents and warrants to Master Landlord that (a) there
     exist no amendments, modifications, or extensions of or to the Sublease and
     Assignment except as specified herein, and the Sublease and Assignment is
     now in full force and effect; and (b) to Assignor's actual knowledge, there
     exist no defenses or offsets to enforcement of the Sublease and Assignment
     by Assignor or Assignee. To Assignor's actual knowledge, except as to
     matters described in a letter dated May 12, 1999, from Master Landlord to
     Sublessor ("Letter"), (i) Assignor is not in default in the performance of
     the Sublease and Assignment, (ii) Assignor has not committed any breach
     thereof, and (iii) no event has occurred which, with the passage of time,
     or the giving of notice, or both, would constitute a default or breach by
     Assignor. Assignee represents and warrants to Master Landlord that there
     exist no amendments, modifications, or extensions of or to the Assignment
     except as specified herein, and the Assignment is now in full force and
     effect; and (b) to Assignee's actual knowledge, there exist no defenses or
     offsets to enforcement of the Assignment by Assignor or Assignee. To
     Assignee's actual knowledge, except as contained in the Letter, (i)
     Assignee is not in default in the performance of the Assignment, (ii)
     Assignee has not committed any breach thereof, and (iii) no event has
     occurred which, with the passage of time, or the giving of notice, or both,
     would constitute a default or breach by Assignee.

          2.6 Assignor and Assignee represent and warrant to Master Landlord
     that there are no additional payments of rent or consideration of any type
     payable by Assignee to Assignor or payable by Assignee to Sublessor, with
     regard to the Premises other than as disclosed in the Assignment. Sublessor
     represents and warrants to Master Landlord that no payments of rent or
     consideration of any type are being paid to Sublessor by Assignor or
     Assignee.

     3. Consent of Master Landlord. Master Landlord hereby consents to the
assignment of the Sublease to Assignee pursuant to the terms of the Assignment.
Master Landlord's consent shall not release or discharge Sublessor of any of its
obligations under the Master Lease or release, discharge or alter the primary
liability of Sublessor to pay rent and all other sums due under the Master Lease
and to perform and comply with all other obligations of Sublessor under the
Master Lease. As between Master Landlord and Sublessor, the Sublease and
Assignment shall not alter, amend or otherwise modify the provisions of the
Master Lease. Master Landlord shall have no obligations to any party in


                                      -3-
<PAGE>

connection with the Premises other than those obligations set forth in the
Master Lease and Sublease Consent. Master Landlord shall not be bound or
estopped in any way by the provisions of the Sublease and Assignment.

     4. Insurance.

          4.1 Assignee shall, at its own expense, with respect to the Premises,
     secure and keep in force during the term of the Sublease and Assignment
     such insurance as is required of Sublessor under the Master Lease. Such
     policy or policies of insurance shall name Master Landlord and its lenders,
     if any, as additional insured(s). A certificate evidencing such insurance
     shall be delivered to Master Landlord promptly after the date hereof.
     Nothing contained in this Section 4.1 shall affect Sublessor's obligations
     to maintain such insurance as is required of Sublessor under the Master
     Lease.

          4.2 Notwithstanding anything to the contrary in the Sublease,
     Assignment or the Master Lease, the parties hereto release each other and
     their respective agents, employees, successors, assignees, and subtenants
     from all liability for injury to any person or damage to any property that
     is caused by or results from a risk which is actually insured against or
     which is required to be insured against under the Master Lease, Sublease or
     Assignment, without regard to the negligence or willful misconduct of the
     entity so released. Each party shall use its commercially reasonable
     efforts to cause each insurance policy it obtains to provide that the
     insurer thereunder waives all right of recovery by way of subrogation as
     required herein in connection with any injury or damage covered by the
     policy. If such insurance policy cannot be obtained with such waiver of
     subrogation, or if such waiver of subrogation is only available at
     additional cost and the party for whose benefit the waiver is not obtained
     does not pay such additional cost, then the parry obtaining such insurance
     shall immediately notify the other party of that fact. By execution of this
     Agreement, each party to this Agreement agrees that the provisions
     contained in this paragraph concerning waiver of subrogation shall apply
     equally to all parties hereto. This waiver of subrogation shall survive the
     expiration or early termination of the Master Lease, Sublease and/or
     Assignment.

     5. Assignment and Sub-Subletting. Assignee shall not voluntarily or by
operation of law, (1) mortgage, pledge, hypothecate or encumber the Sublease or
Assignment or any interest therein, (2) assign or transfer the Assignment or any
interest therein, sub-sublet the Premises or any part thereof, or any right or
privilege appurtenant thereto, or allow any other person (the employees, agents
and invitees of Assignee excepted) to occupy or use the Premises, or any portion
thereof, without first obtaining th written consent of Master Landlord.

     6. Tenant Improvements. In the event Assignee desires to make any tenant
improvements or alterations to the Premises, Master Landlord shall notify
Sublessor, Assignor and Assignee of Master Landlord's consent or disapproval
within ten (10) business days after Assignee submits to Master Landlord (i) a
request for Master Landlord's consent together with drawings or a detained

                                      -4-
<PAGE>

description o the proposed improvements or alterations, as appropriate, and (ii)
such additional information as Master Landlord shall request. If Master Landlord
disapproves Assignee's request, then Master Landlord shall notify Sublessor,
Assignor and Assignee of the reasons for its disapproval.

     7. Miscellaneous Provisions.

          7.1 Assignor shall pay to Master Landlord, upon Master Landlord's
     demand, the fee specified in the Master Lease, or if no fee is so
     specified, Master Landlord's reasonable fees incurred in connection with
     Master Landlord's review and processing of documents relating to the
     assignment of the Premises to Assignee.

          7.2 Sublessor, Assignor and Assignee agree not to amend, modify,
     supplement, or otherwise change in any respect the Sublease or Assignment
     except as provided in the Sublease and the Master Lease. This Agreement
     shall not create in Assignee, as a third party beneficiary or otherwise,
     any rights except as set forth in this Agreement.

          7.3 All notices under this Agreement which any party desires to give
     or provide to the other shall be personally delivered or sent by registered
     or certified U.S. mail, postage prepaid, return receipt requested, to the
     respective addresses set forth immediately below each party's signature
     hereto. Each party shall have the right to change its address for notices
     by giving written notice thereof to the other party in accordance with this
     Section 7.3. Any notice given in accordance with this Section 7.3 shall be
     deemed delivered upon the actual receipt (or attempted delivery if delivery
     is refused). Copies of any notices of default sent by (i) Assignor under
     the Sublease or Assignment, as applicable, shall be delivered to Master
     Landlord at the same time such notices are sent to Assignee and (ii)
     Assignee under the Sublease and Assignment shall be delivered by Assignee
     to Master Landlord at the same time such notices are sent to Assignor by
     Assignee.

          7.4 This Agreement, together with the Master Lease, Sublease,
     Nondisturbance and Assignment, contains the entire agreement between the
     parties hereto regarding the matters which are the subject of this
     Agreement. This Agreement shall not be assignable by any party hereto
     except in conjunction with and except as may be permitted by the Master
     Lease, Sublease and Assignment, respectively. Any attempted assignment in
     violation of this section shall be void. The terms, covenants and
     conditions of this Agreement shall apply to and bind the heirs, successors,
     the executors and administrators and permitted assigns of all the parties
     hereto. The parties acknowledge and agree that no rule or construction, to
     the effect that any ambiguities are to be resolved against the drafting
     party, shall be employed in the interpretation of this Agreement. If any
     provision of this Agreement is determined to be illegal or unenforceable,
     such determination shall not affect any other provisions of this Agreement,
     and all such other provisions shall remain in full force and effect.

          7.5 If any party hereto fails to perform any of its obligations under
     this Agreement or if any dispute arises between the parties hereto
     concerning the meaning or interpretation of any


                                      -5-
<PAGE>

     provision of this Agreement, then the defaulting party or the party not
     prevailing in such dispute, as the case may be, shall pay any and all costs
     and expenses incurred by the other party on account of such default and/or
     in enforcing or establishing its rights hereunder, including, without
     limitation, court costs and reasonable attorneys' fees and disbursements.
     Any such attorneys' fees and other expenses incurred by any parry in
     enforcing a judgment in its favor under this Agreement shall be recoverable
     separately from and in addition to any other amount included in such
     judgment, and such attorneys' fees obligation is intended to be severable
     from the other provisions of this Agreement and to survive and not be
     merged into any such judgment.

          7.6 This Agreement may be executed in any number of counterparts,
     provided each of the parties hereto executes at least one counterpart
     hereof shall be deemed to be an original instrument, but all such
     counterparts together shall constitute but one agreement. The parties agree
     that the delivery of an executed copy of this Agreement by facsimile shall
     be legal and binding and shall have the same full force and effect as if an
     original of this Agreement had been delivered. Facsimile signatures shall
     be binding upon the parties.

          7.7 Sublessor, Assignor and Assignee covenant and agree that under no
     circumstances shall Master Landlord be liable for any brokerage commission
     or other charge or expense in connection with the Assignment or this
     Agreement and each of Sublessor, Assignor and Assignee agree to protect,
     defend, indemnify and hold Master Landlord harmless from the same and from
     any cost or expense (including but not limited to attorneys' fees) incurred
     by Master Landlord in resisting any claim for any such brokerage
     commission.

          7.8 This Agreement shall in no manner be construed as limiting Master
     Landlord's ability to exercise its rights, if any, to recapture any portion
     of the Premises, as set forth in the Master Lease, in the event of a
     proposed future sublease or assignment of such portion of the Premises.

          7.9 The terms and provisions of this Agreement shall be construed in
     accordance with and governed by the laws of the State of California.

          7.10 Sublessor, Assignor and Assignee agree that the liability of
     Master Landlord hereunder and any recourse by Sublessor, Assignor and/or
     Assignee against Master Landlord shall be subject to the limitations on
     liability set forth in the Master Lease and Sublease Consent. In addition,
     neither Master Landlord, nor any of its constituent members, partners,
     subpartners, or agents, shall have any personal liability, and each of
     Sublessor, Assignor and Assignee each hereby expressly waives and releases
     such personal liability on behalf of itself and all persons claiming by,
     through or under any of them.

          7.11 Sublessor, Assignor and Assignee shall be jointly and severally
     liable for all bills rendered by Master Landlord for charges incurred by or
     imposed upon Assignee which arise during the term of the Sublease and
     Assignment for services rendered and materials supplied to the Premises


                                      -6-
<PAGE>

     pursuant to the Master Lease, Sublease, Assignment and/or this Agreement;
     provided, Assignor and Assignee shall not be liable for such amounts in the
     event Master Landlord shall have been obligated to provide such services
     and materials at Master Landlord's own cost and expense under the Master
     Lease. The provisions of this Paragraph 7.11 shall not relieve Assignor or
     Assignee of Assignor's or Assignee's obligation to pay such bills pursuant
     to the Sublease.

          7.12 Except as set forth in the Sublease Consent and the
     Nondisturbance, the voluntary or other surrender of the Master Lease by
     Sublessor or a mutual cancellation, termination or expiration thereof,
     shall not work as a merger, and shall, at the option of Master Landlord,
     terminate all or any existing subleases or subtenancies, or may, at the
     option of Master Landlord, operate as an assignment to Master Landlord of
     any or all such subleases or subtenancies.

          7.13 As a condition precedent to the effectiveness of this Agreement,
     Assignee shall have delivered to Master Landlord a fully complete and
     executed Hazardous Materials Disclosure Statement in the form attached
     hereto as Exhibit B and incorporated herein by reference.

          7.14 Sublessor, Assignor and Assignee acknowledge and agree that (i)
     under no event or circumstance shall Master Landlord be required to perform
     any work to the Premises, whether to maintain, upgrade, enhance or improve
     any of the building systems, except as required by the express provisions
     of the Master Lease and the Sublease Consent, (ii) the Premises are being
     subleased and the Sublease is being assigned based solely upon the
     inspections and investigations of the Premises by Assignor and Assignee,
     and that the Premises are being subleased on an "AS-IS" basis and "WITH ALL
     FAULTS," based upon the condition of the Premises as of the date of this
     Agreement, ordinary wear and tear and loss by fire or other casualty or
     condemnation excepted, and (iii) Master Landlord nor Sublessor make any
     warranty or representation to Assignor or Assignee, express or implied, or
     arising by operation of law, including but not limited to, any warranty of
     condition, habitability, merchantability or fitness for a particular
     purpose, in respect of any portion of the Premises. Without limiting the
     foregoing, Assignor and Assignee acknowledge and agree that, except as may
     otherwise be specifically set forth elsewhere in this Agreement, the
     Sublease Consent or the Master Lease (or the Sublease, with respect to
     Sublessor only) neither Master Landlord nor Sublessor has made any
     representations or warranties of any kind upon which Assignor or Assignee
     is relying as to any matters concerning the Premises including, but not
     limited to: (a) the existence or nonexistence of any pollutant, toxic waste
     and/or any hazardous materials or substances; (b) the utilities serving the
     Premises; (c) the suitability of the Premises for any and all activities
     and uses which Assignor or Assignee may elect to conduct thereon; or (d)
     the compliance of the Premises with any zoning, environmental, building or
     other laws, rules or regulations affecting the Premises. Neither Master
     Landlord nor Sublessor makes any representation or warranty to Assignor or
     Assignee that the Premises complies with the Americans with Disabilities
     Act or any other law, ordinance, regulation or code. Nothing contained in
     this paragraph, however, shall release or relieve (i) Master Landlord from
     any of its obligations or liabilities under the Master Lease or Sublease
     Consent or (ii) Sublessor from any of its obligations or liabilities under
     the Master Lease, Sublease or Sublease Consent.


                                      -7-
<PAGE>

     IN WITNESS WHEREOF, Master Landlord, Sublessor, Assignor and Assignee have
executed this Agreement as of the day and year first hereinabove written.


                                    MASTER LANDLORD:

                                    DiNapoli, DiNapoli & Mulcahy Trust, a
                                    California general partnership
                                    By: DiNapoli Family Limited Partnership,
                                    Its:  Managing Partner
                                            By: JP DINAPOLI COMPANIES, Inc.
                                            Its: General Partner


                                            By: /s/ J. DiNapoli
                                                --------------------------------
                                            Its: Vice President

                                    Master Landlord's Address for Notices:

                                            DiNapoli, DiNapoli & Mulcahy Trust
                                             c/o DiNapoli Companies
                                             99 Almaden Boulevard, Suite 565
                                             San Jose, California  95113
                                             Attention:  Ms. Eire Stewart



                                    SUBLESSOR:

                                    Journal Communications, Inc.,
                                    a Wisconsin corporation


                                    By:
                                        ----------------------------------------
                                    Its:
                                         ---------------------------------------

                                    By:
                                        ----------------------------------------
                                    Its:
                                         ---------------------------------------


                                      -8-
<PAGE>

                                    Imperial Printing Company,
                                    a Michigan corporation, a wholly owned
                                    subsidiary of Journal Communications, Inc.

                                    By:
                                        ----------------------------------------
                                    Its:
                                         ---------------------------------------

                                    By:
                                        ----------------------------------------
                                    Its:
                                         ---------------------------------------


                                    Sublessor's Address for Notices:

                                           Journal Communications, Inc. and
                                           Imperial Printing Company
                                           333 West State Street
                                           Milwaukee, Wisconsin 53201-0661
                                           Attention:
                                                      --------------------------


                                    ASSIGNOR:

                                    Bell Microproducts, Inc.,
                                    a California corporation


                                    By: /s/ REL
                                        ----------------------------------------
                                    Its: CFO
                                         ---------------------------------------

                                    By: /s/ M. Bell
                                        ----------------------------------------
                                    Its: President
                                         ---------------------------------------

                                    Assignor's Address for Notices:

                                          Bell Microproducts, Inc.
                                          1941 Ringwood Avenue
                                          San Jose, California 95131
                                          Attention:  Chief Financial Officer


                                      -9-
<PAGE>

                                    ASSIGNEE:

                                    PEMSTAR, INC., a Minnesota corporation


                                    By:
                                        ----------------------------------------
                                    Its:
                                         ---------------------------------------

                                    By:
                                        ----------------------------------------
                                    Its:
                                         ---------------------------------------

                                    Assignee's Address for Notices:

                                            PEMSTAR, INC.
                                            3535 Technology Drive
                                            Rochester, Minnesota  55901
                                            Attention:


                                      -10-
<PAGE>

                        SUBLESSOR'S CONSENT AND AGREEMENT
                            (Assignment of Sublease)


     This Sublessor's Consent and Agreement ("Consent Agreement") is made and
entered into as of June 8, 1999(the "Effective Date"), by and between, JOURNAL
COMMUNICATIONS, INC., a Wisconsin corporation and IPC COMMUNICATION SERVICES,
INC., (formerly known as IMPERIAL PRINTING COMPANY) a Michigan Corporation
(collectively "Sublessor"), BELL MICROPRODUCTS, INC., a California corporation
("Sublessee") and PEMSTAR INC., a Minnesota corporation ("Assignee").

                                    RECITALS

     A. DiNapoli, DiNapoli & Mulcahy Trust, a California general partnership
("Landlord") and Sublessor entered into the following written agreements: (i)
Industrial Real Estate Lease and Rider To Lease Agreement dated December 22,
1995, and (ii) First Amendment to Industrial Real Estate Lease dated November
12, 1996 (collectively referred to as the "Lease") whereby Sublessor leased to
Sublessor the premises commonly described as 2020 South Tenth Street, Son Jose,
California and as more particularly described in the Lease (the "Premises").

     B. Sublessor and Sublessee entered into that certain Sublease and that
certain Rider to Sublease dated November 12, 1996 (collectively the "Original
Sublease"), whereby Sublessor subleased the Premises to Sublessee. The Original
Sublease was consented to by Sublessor and modified by that certain Consent to
Sublease dated November 12, 1999 and executed by Landlord, Sublessor and
Sublessee. The Original Sublease was further modified by that certain First
Addendum to Sublease dated November 24, 1997 executed by Sublessor and Sublessee
and Landlord consented to the same on December 8, 1997. The Original Sublease,
Consent to Sublease and First Addendum to Sublease are collectively referred to
herein as the "Sublease."

     C. Sublessee and Assignee entered into that certain Sublease Assignment
Agreement dated June 4, 1999, a copy of which is attached hereto as Exhibit A
("Assignment of Sublease") whereby Sublessee assigns and Assignee assumes all of
Sublessee's assignable rights, title and interest in and to the Sublease.

     D. Sublessee and Assignee requests Sublessor's consent io the Assignment of
Sublease and Sublessor desires to grant its consent to the same in accordance
with the terms, covenants and conditions set forth in this Consent Agreement.

     NOW, THEREFORE, IN CONSIDERATION of the foregoing and the mutual agreements
herein set forth, and other valuable consideration, receipt of which is hereby
acknowledged, Sublessor, Sublessee and Assignee agree as follows:
<PAGE>

     1. The recitals set forth above are true and correct expressions of facts
and/or the intent of the parties hereto. Unless otherwise stated any capitalized
term used herein is hereby given the same meaning as sat forth in the Sublease.

     2. Subject to the terms, covenants and conditions of this Consent Agreement
Sublessor hereby consents to the Assignment of Sublease.

     3. The Assignment of Sublease is subject to the Sublease and to all of the
terms covenants, conditions, provisions, and agreements set forth in the
Sublease, whether or not they have accrued prior to the Effective Date.

     4. Sublessor's consent to the Assignment of Sublease shall not be deemed,
or act as, a release of Sublessee from any past, present or future obligations
and liabilities under the Sublease. Sublessee shall remain liable for the prompt
payment of rent and the keeping and performance of all conditions and covenants
of the Sublease by the Sublessee to be kept and performed. Sublessee's
obligation to pay rent to Sublessor and to perform Sublessee's other obligations
as Sublessee under the Sublease shall not be conditional upon the payment of
rent by Assignee to Sublessee or the performance by Assignee of Sublessee's
other obligations under the Sublease or the Lease.

     5. Neither the Assignment of Sublease nor this Consent Agreement shall:

          (a) Operate as an agreement or approval by Sublessor to or of any of
     the terms, covenants, conditions, provisions, or agreements of the Sublease
     (except those provisions of the Sublease which benefit Sublessor) and
     Sublessor shall not be bound thereby;

          (b) Be construed to modify, waive, or affect any of the terms,
     covenants, conditions, provisions, or agreements of the Sublease or to
     waive any breach thereof, or any of Sublessor's rights as Sublessor
     thereunder; or to enlarge or increase Sublessor's obligations as Sublessor
     thereunder; or

          (c) Be construed as a consent by Sublessor to any further assignment
     or any subletting by Assignee, whether or not the Sublease purports to
     permit the same.

     6. This Consent Agreement is not assignable, nor shall this Consent
Agreement be a consent to any amendment, modification, extension, or renewal of
the Assignment of Sublease, without Sublessor's prior written consent.

     7. Sublessee and Sublessee covenant and agree that, under no circumstances
shall Sublessor be liable for any brokerage commission or other charge or
expense in connection with the Assignment of Sublease, and Sublessee and
Assignee agree to indemnify Sublessor against same and


                                      -2-
<PAGE>

against any cost or expense (including, but not limited, to attorneys' fees)
incurred by Sublessor in resisting any claim for any such brokerage commission.

     8. Sublessee and Assignee understand and acknowledge that Sublessor's
consent hereto is not a consent to any improvement or alteration work being
performed in the Premises, and that Sublessor's consent must be separately
sought for such work. Sublessee and Assignee acknowledge and agree that (i) they
have reviewed a copy of that certain letter from Landlord to Sublessor dated May
12, 1999 (a copy of which is attached hereto as Exhibit B and made a part
hereof) wherein Landlord summarizes certain points of concerns relating to
repairs and/or maintenance presently being demanded or requested to be performed
by Landlord at or about the Premises pursuant to the Lease, (ii) Sublessor shall
have no responsibility or obligation to satisfy such repair and/or maintenance
demands under the Sublease, (iii) such repairs and maintenance obligations are
the responsibility of Sublessee under the Sublease, and (iv) Sublessee's or
Assignee's failure to satisfy such demands could result in default under the
Sublease and/or Lease.

     9. Notwithstanding any provision of the Sublease or this Consent Agreement
to the contrary, Sublessee and Assignee agree that Sublessor shall not be (i)
liable for any act or omission of Assignee or Sublessee under the Assignment of
Sublease or Sublease; (ii) subject to any offsets or defenses which Assignee may
have against Sublessee; or (iii) bound by any amendment or modification of the
Assignment of Sublease made without Sublessor's prior written consent, which may
be withheld in the sole and absolute discretion of Sublessor.

     10. Sublessee and Assignee represent and warrant to Sublessor that there
are no additional payments of rent or consideration of any type payable by
Assignee to Sublessee with regard to the Premises.

     11. In the event of Assignee's default under the provisions of the
Assignment of Sublease, the rent due from the Assignee under the Assignment of
Sublease and/or Sublease shall be deemed assigned to Sublessor, Sublessor shall
credit Assignee and Sublessee with any rent received by Sublessor under such
Assignment of Sublease and/or Sublease, but the acceptance of any payment on
account of rent from the Assignee or Sublessee as the result of any such default
shall in no manner whatsoever be deemed an attornment by the Assignee to
Sublessor, or by the Sublessee to Sublessor, or serve to release Sublessee or
Assignee from any liability under the terms, covenants, conditions, provisions,
or agreements under the Sublease. Notwithstanding the foregoing, any other
payment of rent from the Assignee or Sublessee directly to Sublessor, regardless
of the circumstances or reasons therefor, shall in no manner whatsoever be
deemed an attornment by the Assignee or Sublessee to Sublessor in the absence of
a specific written agreement signed by Sublessor to such an effect.

     12. The term of the Sublease shall expire and come to an end upon the
earlier of; (i) its natural expiration date or any premature termination date
thereof, (ii) subject to the Nondisturbance, Recognition and Attornment
Agreement dated November 12, 1996, among Landlord, Sublessor and


                                      -3-
<PAGE>

Sublessee, concurrently with any premature termination of the Lease (whether by
consent or other right, now or hereafter agreed to by Sublessor or Sublessee
(with or without Sublessee approval or consent), or by operation of law or at
Sublessor's option in the event of default by Sublessee), or (iii) the
expiration date of the Sublease.

     13. Intentionally Deleted.

     14. This Consent Agreement shall for all purposes be construed in
accordance with and governed by the laws of the State of California. This
Consent Agreement shall not be effective until executed and delivered by all the
parties hereto.

     15. If any one or more of the provisions contained in this Consent
Agreement shall be invalid, illegal, or unenforceable in any respect, the
validity, legality, and enforceability of the remaining provisions contained in
this Consent Agreement shall not in any way be affected or impaired thereby.

     16. Assignee and Sublessee agree that this Consent Agreement satisfies the
condition of the Assignment of Sublease and/or Sublease that Sublessor shall not
unreasonably withhold its written consent to the Sublease.

     17. This Consent Agreement shall be governed by the laws of the State of
California.

     18. All of the provisions hereof shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties hereto.

     19. If any party hereto brings an action to enforce the terms hereof or to
declare rights hereunder, the prevailing party in any such action, trial or
appeal shall be entitled to its reasonable attorneys' fees to be paid by the
losing party or parties as fixed by the court.

     20. This Consent Agreement shall be construed according to its fair
meaning, and shall not be construed for or against any party regardless of which
party is deemed to have drafted this Consent Agreement or any portion hereof.

     21. This Consent Agreement may be executed in any number of counterparts.
Each counterpart hereof shall be deemed an original, but all counterparts shall
constitute one and the same agreement.

     22. Time is of the essence of all of the provisions of this Consent
Agreement.

     23. The covenants and agreements of Assignee and Sublessee contained herein
shall survive the expiration or sooner termination of the Assignment of
Sublease, Sublease and the Lease.


                                      -4-
<PAGE>

     24. Sublessee hereby acknowledges and agrees that its First Right to
Negotiate (as defined in Rider 23 of the Sublease) automatically terminates upon
the effectiveness of the Assignment of Sublease.

     25. Concurrent with the execution of Consent Agreement, Sublessee shall pay
to Sublessor an amount equal to One Thousand Nine Hundred Twenty-Two Dollars
($1,922), representing Sublessor's attorneys' fees and costs incurred in
connection with the review of the Assignment of Sublease, the preparation of
this Consent Agreement and an amount equal to __________________ Dollars
($_______) representing the charges Sublessor has incurred from Landlord in
connection with Landlord's review of the Assignment of Sublease and its
preparation of a consent.

     26. All insurance policies which are required to be obtained under the
Sublease shall name Sublessor and Landlord as additional insured and copies of
such policies and not merely certificates of insurance shall be delivered to
Sublessor and Landlord in accordance with the Sublease.

     27. The termination of the Assignment of Sublease by Sublessee or Assignee
shall not release Assignee or Sublessee of any obligations they have to
Sublessor and/or Landlord under the Sublease.

     28. This Consent Agreement may be executed in two or more counterparts,
each of which will constitute an original, but all of which, when taken
together, will constitute one instrument.

     29. Sublessor, Sublessee and Assignee (i) have each agreed to permit the
use, from time to time and where appropriate, of faxed signatures in order to
expedite the transaction contemplated by this Consent Agreement, (ii) each
Intend to be bound by its respective faxed signature, (iii) are each aware that
the other will rely on the faxed signature, and (iv) each acknowledge such
reliance and waiver any defenses to the enforcement of the documents effecting
the transaction contemplated by this Consent Agreement based on a faxed
signature.

     The execution of a copy of this Consent Agreement by Assignee and Sublessee
shall indicate Sublessee's and Assignee's confirmation of the foregoing
conditions and agreement to be bound thereby and shall constitute Assignee's
acknowledgment that it has received a copy of the Sublease.

     IN WITNESS WHEREOF, the parties hereto have executed this Consent Agreement
as of the day and year of the Sublease.

                                      -5-
<PAGE>

                                    SUBLESSEE:

                                    PEMSTAR INC.
                                    a Minnesota corporation


                                    By:
                                       -----------------------------------------
                                    Print name:
                                                --------------------------------
                                    Title:
                                          --------------------------------------

                                    By:
                                       -----------------------------------------
                                    Print name:
                                                --------------------------------
                                    Title:
                                           -------------------------------------


                                    SUBLESSEE:

                                    BELL MICROPRODUCTS, INC.
                                    a California corporation


                                    By: /s/ Bruce M. Jaffe
                                        ----------------------------------------
                                    Print name: Bruce M. Jaffe
                                                --------------------------------
                                    Title: Sr. Vice President
                                           -------------------------------------

                                    By: /s/ Phil Roussey
                                        ----------------------------------------
                                    Print name: Phil Roussey
                                                --------------------------------
                                    Title: Sr. Vice President
                                           -------------------------------------

                                      -6-
<PAGE>

                                    SUBLESSOR:

                                    JOURNAL COMMUNICATIONS, INC.
                                    a Wisconsin corporation

                                    By:
                                       -----------------------------------------
                                    Print name:
                                                --------------------------------
                                    Title:
                                          --------------------------------------

                                    By:
                                       -----------------------------------------
                                    Print name:
                                                --------------------------------
                                    Title:
                                           -------------------------------------

                                    IPC COMMUNICATION SERVICES, INC.
                                    (formerly known as IMPERIAL PRINTING
                                    COMPANY), a Michigan corporation


                                    By:
                                       -----------------------------------------
                                    Print name:
                                                --------------------------------
                                    Title:
                                          --------------------------------------

                                    By:
                                       -----------------------------------------
                                    Print name:
                                                --------------------------------
                                    Title:
                                           -------------------------------------


                                      -7-