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                                                                 EXHIBIT 10.12.1

ADDENDUM #1 TO LEASE DATED NOVEMBER 20, 1995.

CHANGE #1:

In section 1.04, "Delivery of Premises", the first sentence of that section:

         Lessor shall deliver possession to Lessee on or before the commencement
of the term hereof.

SHALL BE REPLACED WITH:

         Lessor shall deliver possession to Lessee of the premises as set forth
         in Exhibit C ("Construction of Premises), including all "Lessor's Work"
         as set forth in Section 2 of Exhibit C, on or before January 1, 1996.
         Should Lessor fail to deliver Premises to Lessee by January 1, 1996,
         the commencement date of the original term of this lease shall be
         deemed to be the date upon which Lessor successfully delivers the
         Premises as set forth in Exhibit C (including all "Lessor's Work as set
         forth in Section 2) to the Lessee. All terms, conditions and other
         provisions of this lease which reference the original term of this
         lease, including the Original Term itself, shall be changed to reflect
         the later commencement date.

All other language in that section shall remain unchanged.

Executed this 8th day of December, 1995, at SAN LUIS OBISPO, CALIFORNIA.

LANDLORD (LESSOR)                                 TENANT (LESSEE)
Fiero II Associates                               Arcada Software, Inc.
a Joint Venture                                   a Delaware Corporation


by: /s/David Sansone                       by: /s/ Chris Gibson
David Sansone, authorized representative           Chris Gibson, Vice President,
                                                   Operations

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                                 LEASE AGREEMENT

BY THIS LEASE dated November 20, 1995, FIERO II ASSOCIATES, a Joint Venture,
herein called "Lessor", leases to ARCADA SOFTWARE, INC., a Delaware Corporation,
herein called "Lessee", that certain real property, herein called "the
Premises", in the County of San Luis Obispo, State of California, which consists
of the property commonly known as Building 2, Fiero Commerce Park II, consisting
of approximately 28,637 square feet as shown on Exhibit "A" attached hereto.
Lessee shall also have the non-exclusive right to the use and enjoyment of all
non-designated Common Areas within the Project of which the Premises are a part.
Lessee agrees to be bound by the Association Rules regarding the use of the
Common Areas as adopted by the Fiero Commerce Park II Owner's Association
("Association"), a non-profit, mutual benefit corporation.

                            ARTICLE 1. TERM OF LEASE

Section 1.01: Original Term

This lease shall be for a term of five (5) years, commencing on December 1, 1995
and ending on November 30, 2000.

Section 1.02: Extension Term

Should Lessee perform all of the terms and condition of this lease for the full
term specified in Section 1.01 of this lease, Lessee may extend this lease for
one (1) additional four (4) year term, commencing on the expiration of the
original term, by giving Lessor written notice of Lessee's desire to extend the
term hereof not less than one hundred twenty (120) days but not more than one
hundred eighty (180) days prior to the expiration of the original term or any
extension thereof. Should Lessee fail to exercise its right to extend the lease
within the specified period, the Lessor must notify Lessee within thirty (30)
days of the expiration of the notice period, after which Lessee will have
fifteen (15) days to notify Lessor of its intent to extend the lease.

Section 1.03: Hold Over

Should Lessee hold over and continue in possession of the Premises after
expiration of the term of this lease or any extension thereof, Lessee's
continued occupancy of the Premises shall be considered a month-to-month tenancy
subject to all the terms and conditions of this Lease, except that the base
rent, which shall be payable as provided below, shall be one hundred fifty
(150%) percent of the base rent as of the date of expiration. If Lessee fails to
surrender the Premises upon the expiration of this Lease, Lessee shall indemnify
and hold Lessor harmless from all loss or liability, including without
limitation, any claims made by any succeeding tenant founded on or resulting
from such failure to surrender.

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Section 1.04: Delivery of Possession

Lessor agrees to indemnify, defend and hold Lessee, its officers, directors,
employees and agents, and any successors to Lessee, their directors, officers,
principals, employees and agents, harmless from and against any and all
liability, including without limitation (1) foreseeable and unforeseeable
consequential damages, directly or indirectly arising from the use, generation,
storage or disposal of hazardous materials by Lessor or any other occupant or
operator of the Premises prior to the term of this lease; and (2) the cost of
any required or necessary repair, cleanup, detoxification or remediation and the
preparation of any closure or other required plans, whether such action is
required or necessary before or after the termination of the term hereof, to the
full extent that such liability is attributable, directly or indirectly, to the
presence or use, generation, storage, release, threatened release or disposal of
hazardous materials by any person on the Premises prior to the term hereof. This
indemnity shall survive the termination of the term hereof.

                                 ARTICLE 2. RENT

Section 2.01: Base Rent

For the first year of the term hereof, Lessee agrees to pay to Lessor a fixed
minimum rental for the use and occupancy of the Premises of Forty Nine ($.49)
Center per square foot per month, payable on the first (1st) day of each and
every month commencing on December 1, 1995, at the office of the Lessor at
710-21 Fiero Lane, San Luis Obispo, California 93401, or at such other place or
places as Lessor may from time to time designate by written notice delivered to
Lessee. By execution hereof, Lessor and Lessee stipulate and agree that the
Premises contain 28,637 square feet and that the initial monthly base rate is
$14,032.13. Notwithstanding the above, Lessee shall not be required to pay the
base rent for the first three (3) months of the first year of the term hereof.

Section 2.02: Rent Adjustment

The monthly rent provided for in Section 2.01 above shall be adjusted at the
beginning of each option term as follows:

The base for computing the adjustment is the Consumer Price Index for All Items
for All Urban Consumers in the Los Angeles-Anaheim-Riverside Metropolitan Area,
published by the United States Department of Labor, Bureau of Labor Statistics
("Index"), which is last published prior to the date of the commencement of term
("Beginning Index"). For the purposes of this section, the Beginning Index shall
be 153.4. If the Index published nearest (and prior to) the adjustment date
("Extension Index") has increased over the Beginning Index, the minimum monthly
rent for the following year (until the next rent adjustment) shall be set by
multiplying the base rent set forth above by a fraction, the numerator of which
is the Extension Index and the denominator of which is the Beginning Index.
Lessor shall notify Lessee in writing of the adjustment to the base rent as soon
as the index figures are available.

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Lessee shall pay the adjusted rent to Lessor commencing with the rent payment
due for December 1 of each year of the term hereof and any extension thereof.
The adjusted rent all be subject to similar adjustment on the following
adjustment date.

If the Index is changed so that the base year differs from that used immediately
preceding month in which the term commences, the Index shall be converted in
accordance with the conversion factor published by the United States Department
of Labor, Bureau of Labor Statistics. If the Index is discontinued or revised
during the term, such other government index or computation with which it is
replaced shall be used in order to obtain substantially the same result as would
be obtained if the Index had not been discontinued or revised.

In no event shall the minimum rental be less than $14,032.13 per month. In no
event shall the rent adjustment set forth above be less than three (3%) percent
nor more than five (5%) percent for any one (1) year during the term hereof.

Section 2.03: Security Deposit

A.       Lessee shall deposit with Lessor, upon execution hereof, receipt of
         which is hereby acknowledged subject to collection, a security deposit
         in the amount of $42,096.39, as security for the full and faithful
         performance by Lessee of the terms, conditions and covenants of this
         lease.

B.       If at any time during the term of this lease Lessee defaults in the
         payment of rent, or any portion of the rent, including any additional
         rent herein described, Lessor may appropriate and apply any portion of
         the security deposit reasonably necessary to remedy any such default.

C.       If at any time during the term of this lease Lessee, Lessee's agents,
         patrons or employees damages the Premises through want of ordinary care
         of any greater degree of culpability, then Lessor may appropriate and
         apply any portion of the security deposit reasonably necessary to fund
         the necessary repair. Lessor should give Lessee written notice and
         allow Lessee a ten (10) business day cure period prior to appropriation
         of any portion of the security deposit.

D.       If on termination of this tenancy, Lessee fails to leave the Premises
         in a condition comparable to the condition of the Premises at the time
         Lessor delivered possession to Lessee at the commencement of this
         lease, excepting ordinary wear and tear, Lessor may appropriate and
         apply any portion of the security deposit reasonably necessary to put
         the Premises in a clean and sanitary condition.

E.       Lessor's obligation with regard to the security deposit are those of a
         debtor and not a trustee. Lessor shall maintain the security deposit
         separate and apart from Lessor's general funds. The security deposit
         ($42,096.39) shall be maintained in an interest bearing account with
         annual interest accruing through the term of the lease.

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F.       If Lessor transfers Lessor's interest in the Premises in any manner,
         Lessor or Lessor's agent shall do one of the following acts, either of
         which shall relieve Lessor of further liability with respect to the
         deposit:

         i.       Transfer the portion of the security deposit remaining after
                  any deduction authorized by this section or otherwise
                  authorized by law, if any, to Lessor's successor in interest,
                  and thereafter notify Lessee by certified mail, return receipt
                  requested, of that transfer and of the transferee's name and
                  mailing address. Upon receipt of the security deposit by
                  Lessor's successor in interest, the successor in interest
                  shall have all of the rights and obligations of Lessor with
                  respect to the security deposit.

         ii.      Return the remaining portion of the security deposit, if any,
                  after any deductions authorized by this lease or otherwise
                  authorized by law, to Lessee.

G.       Lessor shall return to Lessee the portion of the security deposit
         remaining after deductions authorized by this section or by law, if
         any, in the following manner:

         i.       If a deduction has been made only for the nonpayment of rent,
                  the remaining portion, if any shall be returned not later than
                  two (2) weeks after the date Lessor receives possession of the
                  Premises.

         ii.      If a deduction has been made for any other reason, the
                  remaining portion, if any, shall be returned not later than
                  thirty (30) days after the date Lessee returns possession of
                  the Premises to Lessor, unless Lessor needs more time to
                  determine the cost of curing Lessee's defaults under this
                  lease, in which case Lessor shall return the remaining portion
                  of the security deposit, if any, within two (2) weeks after
                  completion of the work necessary to cure Lessee's defaults.

H.       If during the term of this lease, Lessor applies all or any portion of
         the security deposit for a purpose authorized by this section or
         otherwise authorized by law, Lessee agrees to restore the amount of the
         security deposit so applied, plus such additional amount requested by
         Lessor (not exceeding twice the amount of the initial security
         deposit), with the next payment of rent due under this lease. Lessee's
         failure to restore said security deposit, plus any additional sum
         required by Lessor, shall be a material breach of this lease. Lessee
         shall have ten (10) business days from receipt of written notice by
         Lessor to restore security deposit.

Section 2.04: Taxes, Utilities, Owner's Association Dues as Additional Rent

In addition to the rent specified in Sections 2.01 and 2.02 above, Lessee shall
pay, as additional rent, the following:

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A.       Utilities. Lessee shall pay, and hold Lessor harmless and the property
         of Lessor including the Premises, free and harmless from all charges
         for the furnishing of gas, water, sewer, electricity, telephone service
         and other public utilities during the entire term of this lease or any
         extension thereof. All such charges shall be paid by Lessee directly to
         the provider of the service and shall be paid as they become due and
         payable but in any event before delinquency.

B.       Personal Property Taxes. Lessee shall pay before they become delinquent
         all taxes, assessments and other charges levied or imposed by any
         governmental entity on the furniture, trade fixtures, appliances and
         other personal property placed by Lessee in, on or about the Premises.

C.       Real Property Taxes.

         i.       Lessee shall pay all real property taxes and general and
                  special assessments on the Premises, including any increases
                  in such taxes and assessments, before they become delinquent.

         ii.      The real property taxes and assessments levied against the
                  Premises for the first and last years of the term hereof shall
                  be prorated between Lessor and Lessee for purposes of this
                  section as of 12:01 am on the date of commencement and
                  termination respectively for this lease.

         iii.     Lessee shall have the right, at Lessee's sole cost and
                  expense, to protest or contest in good faith the amount of any
                  tax or assessment. As a condition precedent to Lessee's right
                  to protest such taxes or assessments, Lessee shall either pay
                  the disputed amount and file for refund or deposit with Lessor
                  the disputed amount plus one (1) years interest at the rate
                  then charged by said county plus any estimated penalty which
                  Lessor may incur by non-payment. Upon such payment or deposit,
                  Lessor shall cooperate with Lessee in protesting such dispute.

D.       Owner's Association Dues and Assessments. Lessee acknowledges that the
         Premises are part of a condominium project and as such are subject to
         the imposition of regular, special, infraction and reimbursement
         assessments levied by the Association pursuant to the CC&Rs.

         Lessee shall pay, before they become delinquent, all such assessments
         levied by the Association, and shall hold Lessor and the property of
         Lessor, including the Premises, harmless from any and all liability for
         such assessments. Lessor shall notify Lessee of the amount of regular
         monthly assessments levied against the Premises and of any special
         assessments proposed or actually levied against the Premises.

E.       Payment by Lessor. Should Lessee fail to pay within the time specified
         in this Article any utilities, taxes, assessments, or other charges
         required by this Section to be paid by Lessee, Lessor may, without
         notice or demand to Lessee, pay, discharge, or adjust such tax,
         assessment or other charge for the benefit of Lessee.

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         In such event, Lessee shall promptly on written demand of Lessor
         reimburse Lessor for the full amount paid by Lessor in paying,
         discharging or adjusting such tax, assessment or other charge, together
         with interest thereon at the maximum rate allowed by law from the date
         of payment by Lessor until the date of repayment by Lessee. When no
         time within which any charge required by this Article to be paid by
         Lessee is specified in this Article, such charge must be paid by Lessee
         before it becomes delinquent.

Section 2.05: Late Charges

If any installment of rent or other payment required to be paid by Lessee to
Lessor is not paid within ten (10) days of the date on which it is due, a late
charge equal to five (5) percent of the late payment shall be due from Lessee to
Lessor to compensate Lessor for the additional administrative work caused by
such default and to compensate Lessor for the loss of use of such defaulted
payment. The late charge herein shall be in addition to any other remedy which
Lessor may have hereunder for such default.

Section 2.06: Interest on Late Payments

If any payment required to be paid by Lessee to Lessor is not paid within ten
(10) days of the date on which it is due, such payment shall bear interest at
the maximum rate permitted by law from the date it became due until it is paid
by Lessee to Lessor.

                           ARTICLE 3. USE OF PREMISES

Section 3.01: Permitted Use

The Premises shall, during the term of this lease and any extensions thereof, be
used for computer software research, design, development and manufacturing,
storage uses and office uses, and other uses related to the manufacturing,
marketing, and distribution of software, and for no other purposes without the
prior written consent of Lessor, which consent Lessor shall not unreasonably
withhold.

Section 3.02: Insurance Hazards

Lessee shall not commit or permit the commission of any acts on the Premises nor
use or permit the use of the Premises in any manner that will increase the
existing rates for or cause the cancellation of any fire, liability, or other
insurance policy insuring the Premises or the improvement on the Premises.

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Section 3.03: Waste or Nuisance

Lessee shall not commit or permit the commission by others of any waste on the
Premises; Lessee shall not maintain, commit or permit the maintenance or
commission of any nuisance as defined in Section 3479 of the California Civil
Code on the Premises; and Lessee shall not use or permit the use of the Premises
for any unlawful purpose.

Section 3.04: Hazardous Materials

Lessee warrants and represents that during the term hereof, and any extensions
thereof, Lessee shall not use the Premises in any manner that would be in
violation of any federal, state or local law, ordinance or regulation relating
to environmental conditions on, under or about the property, including but not
limited to soil and groundwater conditions.

Lessee shall not use, generate, manufacture, produce, store or dispose of on,
under or about the Premises any hazardous materials, including without
limitation flammable materials, explosives, asbestos, radioactive materials,
hazardous wastes, toxic substances or related injurious materials, whether
injurious by themselves or in combination with other materials, other than such
materials as may be necessary for Lessee's normal operations on the Premises.
Lessee shall not dispose of or permit the disposal of any hazardous materials
into the sewer system serving the Premises. For the purposes of this section,
the "Premises" are defined as those areas for which Lessee has exclusive control
over ingress and egress; specifically, the interior areas of the building
properly specified in the lease. Common areas or such other areas outside of
Lessee's exclusive control are not considered part of the "Premises" for the
purposes of this section.

For purposes of this lease, hazardous materials shall include but not be limited
to substances defined as "hazardous substances", "hazardous materials", or
"toxic substances", and any substances defined as "hazardous waste" in any of
the following laws:

A.       the Comprehensive Environmental Response Compensation and Liability Act
         of 1980, as amended.

B.       the Hazardous Materials Transportation Act, as amended.

C.       the Resource Conservation and Recovery Act of 1976, as amended.

D.       California Health and Safety Code Sections 25117 and 25316 and in the
         regulations promulgated under such laws.

Lessee agrees to indemnify, defend and hold Lessor, its officers, directors,
employees and agents, and any successors to Lessor, their directors, officers,
principals, employees and agents, harmless from and against any and all
liability, including with limitation (1) all foreseeable and unforeseeable
consequential damages, directly or indirectly arising from the use, generation,
storage or disposal of hazardous materials by Lessee or any other occupant or
operator of the Premises; and (2) the cost of any required

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or necessary repair, cleanup or detoxification or remediation and the
preparation of any closure or other required plans, whether such action is

required or necessary before or after the termination of the term hereof, to the
full extent that such liability is attributable, directly or indirectly, to the
presence or use, generation, storage, release, threatened release or disposal of
hazardous materials by any person on the Premises during the term hereof. This
indemnity shall survive the termination of the term hereof.

Section 3.05: Compliance with Law

Lessee shall, at Lessee's own cost and expense comply with all statutes,
ordinances, regulations and requirements of all governmental entities, both
federal and state and county or municipal, relating to Lessee's use and
occupancy of the Premises whether such statutes, ordinances, regulations and
requirements be now in force or hereinafter enacted. The judgment of any court
of competent jurisdiction, or the admission by Lessee in a proceeding brought
against Lessee by any government entity, that Lessee has violated any such
statute, ordinance, regulation or requirement shall be conclusive as between
Lessor and Lessee and shall be grounds for termination of this lease by Lessor.

Lessor agrees that any requirements of the municipal, state or federal
authorities which require alteration of Lessor's building shall not be the
responsibility of Lessee, unless required because of an act of Lessee or a use
of the Premises by Lessee.

Section 3.06: Compliance with CC&Rs

Lessee acknowledges receipt of a copy of the Declaration of Covenants,
Conditions and Restrictions (CC&R's) for Tract 712 and a copy of the the
Declaration of Covenants, Conditions and Restrictions, Bylaws and Rules and
Regulations for Fiero Commerce Park II Owner's Association applicable to the
Premises and agrees to comply with the terms thereof, including the provisions
contained in the CC&R's pertaining to the power of the Association to allocate
sewer capacity and water allocations among all of the owners of the units within
the project of which the Premises are a part and the restriction on opposing the
formation of special assessment districts. Lessee agrees to indemnify, defend
and hold Lessor harmless from any liability, cost or expense, including
reasonable attorney's fees incurred as a result of Lessee's violation of the
CC&Rs. Any provision of this agreement which conflicts with any provision of the
CC&Rs shall be subordinate to the CC&Rs.

                       ARTICLE 4. ALTERATIONS AND REPAIRS

Section 4.01: Condition of Premises

Lessee shall have ten (10) days after the date of delivery of possession to
notify Lessor of any defects in the Premises as if Lessee fails to so notify
Lessor of any defects, it shall be conclusively presumed that Lessee accepts

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the Premises, as well as the improvements thereon and the facilities appurtenant
thereto, and stipulates with Lessor that the Premises as well as the
improvements thereon and the facilities appurtenant thereto are in good, clean,
safe and tenantable condition. By acceptance of possession, Lessee further
agrees with and represents to Lessor that the Premises have been

inspected by Lessee and that they have been assured by means independent of
Lessor or any agent of Lessor of the truth of all facts material to this lease
and that the Premises are being leased by Lessee as a result of their inspection
and investigation and not as a result of any representations made by Lessor or
any agent of Lessor.

Section 4.02: Maintenance

With the exception of those portions of the Premises which are the obligation of
the Association to maintain, Lessee shall at its own cost and expense keep and
maintain all portions of the Premises, as well as all improvements on the
Premises and all facilities appurtenant thereto, including but not limited to
electrical, plumbing, heating and air conditioning and sewage systems in good
order and repair and in as safe and clean a condition as they were when received
by Lessee from Lessor, reasonable wear and tear excepted. Notwithstanding the
above, Lessor shall maintain the unexposed electrical, unexposed plumbing and
sewage systems, as well as the foundations, bearing and exterior walls. Lessor
will not have the responsibility for repairing the foregoing if such damage is
caused by negligent or intentional act of Lessee, in which event Lessee will
promptly repair such damage.

Should Lessee fail to maintain the Premises as set forth above, Lessor may, at
Lessor's option, perform or contract for the performance of such maintenance for
any on behalf of Lessee. In such event, Lessee shall promptly on written demand
from Lessor reimburse Lessor for all cost and expense incurred by Lessor in
performing Lessee's obligation hereunder plus interest at the maximum rate
permitted by law from the date expended by Lessor to the date of repayment by
Lessee.

Section 4.03: Alterations and Liens

Lessee shall not make or permit any other person to make any alterations to the
Premises or to any improvement thereon or facility appurtenant thereto without
the written consent of Lessor first obtained, which consent shall not be
unreasonably withheld. Lessee shall submit detailed plans and specifications for
any proposed alteration or improvement to the Premises for Lessor's review.
Lessor shall have fifteen (15) days from the time of submission of plans to
respond in writing to Lessee if he disapproves of such plans. Lessee has the
right to terminate this lease if those plans are not approved by the Lessor. In
addition, Lessee shall have the right to terminate this lease if Lessee is
unable to acquire the necessary governmental approvals within sixty (60) days of
submission of plans to the appropriate governmental authorities. Plans shall be
submitted to the appropriate governmental agencies no later than thirty (30)
days from execution of the lease.

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Landlord shall not unreasonably withhold permission to make alterations to the
exterior premises or to any improvement thereon or facility appurtenant thereto
insofar as those changes are in accordance with the CC&R's and the Association
Bylaws. Lessee shall have the right, with written approval from Lessor, to
improve the exterior premises. Lessee shall submit detailed plans and
specifications for any proposed alteration or improvement to the premises for
the Lessor's review. Lessor shall have fifteen (15) days from the time of
submission of plans to respond in writing to Lessee if he so disapproves of such
plans.

Any and all approved alterations or improvements to the Premises shall be at
Lessee's sole cost and expense. Lessee shall keep the Premises free and clear
from any and all liens, claims and demands for work performed, materials
furnished or operations conducted on the Premises at the instance or request of
Lessee. Lessee shall give Lessor not less than ten (10) days prior written
notice of the commencement of construction of any alterations or improvements
exceeding $1,000.00 so that Lessor may post and maintain on the Premises, and to
record as required by law, any notice or notices of non-responsibility provided
for under the mechanics lien laws of the State of California. Lessee will be
required to obtain Lessor's written approval only on alterations exceeding
$10,000.00 in value.

Furthermore, any and all alterations, additions, improvements and fixtures,
except furniture, trade fixtures, and all security devices and measures, made or
placed in or on the Premises by Lessee or any other person shall on expiration
or sooner termination of this lease become the property of Lessor and remain on
the Premises; provided, however, that Lessor shall have the option on expiration
or sooner termination of this lease of requiring Lessee, at Lessee's sole cost
and expense, to remove any or all such alterations, additions, improvements or
fixtures from the Premises by providing Lessee written notice within ten (10)
business days following the expiration or termination of this lease.

Section 4.04: Inspection by Lessor

Lessee shall permit Lessor or his agents to enter into and upon the Premises
during business hours by Lessor giving Lessee twenty-four (24) hour notice for
the purpose of inspecting the same, or for the purpose of posting notices of
non-responsibility for alterations, additions or repairs or for the purpose of
placing upon the property in which the Premises are located any usual or
ordinary "for sale" signs, without any rebate of rent and without any liability
to Lessee for any loss of occupation or quiet enjoyment of the Premises thereby
occasioned. Lessee shall permit Lessor, at any time within one hundred twenty
(120) days prior to the expiration of this lease, to place upon the Premises any
usual or ordinary "to let" or "to lease" signs, provided that such entries made
by Lessor hereunder shall not unreasonably interfere with the conduct of
Lessee's business.

Section 4.05: Surrender of Premises

On expiration or sooner termination of this lease, or any extensions or renewals
of this lease, Lessee shall promptly surrender and deliver the Premises to
Lessor in as good condition as they are at the date of possession, reasonable
wear and tear excepted. Refer to Exhibit "C" - Construction of Premises.

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                       ARTICLE 5. INDEMNITY AND INSURANCE

Section 5.01: Hold Harmless Clause

Lessee agrees to indemnify and hold Lessor and the property of Lessor, including
the Premises, free and harmless from any and all claims, liability,

loss, damage, or expense resulting from Lessee's occupation and use of the
Premises, specifically including, without limitation, any claim, liability, loss
or damage arising by reason of:

A.       The death or injury of any person or persons, including Lessee or any
         person who is any employee or agent of Lessee, or by reason of the
         damage to or destruction of any property, including property owned by
         Lessee or any person who is an employee or agent of Lessee, and caused
         or allegedly caused by either the condition of the Premises, or some
         act or omission of Lessee or of some agent, contractor, employee,
         servant, sublessee, or concessionaire of Lessee on the Premises;

B.       Any work performed on the Premises or materials furnished to the
         Premises at the instance or request of Lessee or any agent or employee
         of Lessee;

C.       Lessee's failure to perform any provision of this lease or to comply
         with any requirement imposed on Lessor or the leased Premises by any
         duly authorized governmental agency or political subdivision.

         In the event any claim, liability, loss or damage arises as a result of
         the gross negligence or willful misconduct of Lessor, Lessee shall not
         be responsible for any such claim, liability, loss or damage, and that
         Lessor shall indemnify Lessee for any such claim, liability, loss or
         damage.

Section 5.02: Liability Insurance

Lessee shall, prior to the date Lessee takes possession of the Premises and at
its own cost and expense, obtain and maintain during the entire term of this
lease and any renewals or extensions thereof, a broad form comprehensive
coverage policy of public liability insurance issued by an insurance company
acceptable to Lessor and authorized to conduct insurance business in the State
of California and insuring Lessee and Lessor against loss or liability caused by
or connected with Lessee's occupation and use of the Premises under this lease
in amounts not less than:

A.       $1,000,000 for injury to or death of one person and, subject to that
         limitation for the injury or death of one person, of not less than
         $3,000,000 for injury to or death of two or more persons as a result of
         any one accident or incident.

B.       $500,000 for damage to or destruction of any property of others.

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Such public liability insurance, and property damage insurance shall insure
performance by Lessee of the indemnity provisions of Section 5.01 above. Both
parties shall be named as co-insured, and the policy shall contain cross
liability endorsements, if available. No policy shall be cancelable or subject
to reduction of coverage except after thirty (30) days prior written notice to
Lessor.

During the term of this lease, Lessor may require an increase in the amount of
public liability and property damage insurance coverage required hereunder, if
at that time the existing coverage is not adequate in the reasonable opinion of
Lessor's insurance broker or lender(s).

Section 5.03: Lessee's Personal Property

A.       Lessee shall, at all times during the term of this lease and any
         extensions thereof, maintain at Lessee's sole cost and expense an
         insurance policy issued by a company acceptable to Lessor and
         authorized to conduct insurance business in the State of California
         insuring for their full insurable value all furniture and equipment,
         and tenant improvements made to the Premises by Lessee against loss or
         destruction by fire and the perils commonly covered under the standard
         extended coverage endorsement to the fire policies in San Luis Obispo
         County. Insurance proceeds will be payable to Lessor and Lessee based
         upon their respective claims for damage to personal property or tenant
         improvements. The proceeds shall be used by Lessor and Lessee to repair
         or replace such furniture and equipment, and tenant improvements. In no
         event shall Lessor receive insurance proceeds under the insurance
         required by this paragraph in excess of the amount agreed to in an
         addendum to be attached to the lease as described in Section 5.03(B).
         Such policies shall not be cancelable or subject to reduction of
         coverage except after thirty (30) days prior to written notice by
         Lessor.

B.       Lessor and Lessee shall agree to execute an addendum to this agreement
         listing the dollar value of the fixtures and permanent improvements
         made to the Premises by Lessee which permanent improvements to the
         Premises shall be deemed "tenant improvements". In the event Lessor and
         Lessee fail, for any reason, to execute the addendum called for in this
         subparagraph, then the value of the tenant improvements for purposes of
         capping Lessor's claim to insurance proceeds under the insurance
         provided for in this Section 5.03 shall be deemed to be the price
         calculated by taking the average of those bids for construction of
         tenant improvements received by Lessee in connection with Lessee's
         construction of the tenant improvements.

Section 5.04: Deposit of Insurance with Lessor

Lessee shall, prior to taking possession of the Premises and promptly thereafter
when any such policy is replaced, rewritten or renewed, deliver to Lessor a true
and correct copy of each insurance policy required by this Article or a
certificate executed by the insurance company or companies or their authorized
agent evidencing such policy or policies.

                                     Page 12


<PAGE>   14



                       ARTICLE 6. SIGNS AND TRADE FIXTURES

Section 6.01: Installation and Removal of Trade Fixtures

Lessee shall have the right at any time and from time to time during the term of
this lease and any renewal or extension of such term, at Lessee's sole cost and
expense, to install and affix in, to or on the Premises, such items, herein
called "trade fixtures", for use in Lessee's trade or business as Lessee may, in
its sole discretion, deem advisable. Any and all such trade fixtures that can be
removed without structural damage to the Premises or any building or improvement
on the Premises shall remain the property of the Lessee and may be removed by
Lessee at any time or times prior to the expiration or sooner termination of
this lease.

Section 6.02: Unremoved Trade Fixtures

Any trade fixtures described in this Article that are not removed from the
Premises by Lessee within ten (10) days after the expiration or sooner
termination, regardless of cause, of this lease shall be deemed abandoned by
Lessee and shall automatically become the property of Lessor as owner of the
real property to which they are affixed, unless Lessor notifies Lessee in
writing, of Lessor's election to have Lessee remove such trade fixtures and to
repair any damages caused thereby. Upon such election by Lessor to require
Lessee to remove such trade fixtures, Lessee shall have fifteen (15) days from
the date of such notice in which to remove such trade fixtures and repair any
damage caused by such removal. If Lessee fails to remove such trade fixtures and
repair any such damage, Lessor may do so at Lessee's sole cost and expense,
including any costs of storing such property. Such costs and expenses, if
incurred by Lessor for Lessee's benefit, shall be promptly, upon written demand
therefor, reimbursed to Lessor by Lessee, together with interest at the maximum
rate permitted by law from the date expended by Lessor to the date of
reimbursement by Lessee.

Section 6.03: Signs

Lessee may place and maintain, or permit any other person to place and maintain
any sign on the Premises providing such sign is in compliance with then existing
governmental regulations and is in compliance with the restrictions on signs
contained in the CC&R's. Lessee may not place any decoration, lettering, or
advertising matter on the glass of any exterior show window of the Premises.
Lessee shall maintain such sign at all times during this lease in good
appearance and repair. On expiration or sooner termination of this lease, all
such signs not removed from the Premises by Lessee may, without liability, be
destroyed by Lessor.

                                     Page 13


<PAGE>   15



                 ARTICLE 7. DAMAGE, DESTRUCTION OR CONDEMNATION

Section 7.01: Partial Destruction

Should the Premises or the building of which the Premises is a part be partially
destroyed by any cause not the fault of Lessee or any person in or about the
Premises with the consent, express or implied of Lessee, the provisions of the
CC&R's shall determine the responsibility for repair or restoration of the
building of which the Premises are part. If the Association is required or
elects to repair the building, this lease shall continue in full force and
effect subject to the provisions below regarding abatement of the rent.

Section 7.02: Total Destruction

Should the Premises or the building of which the Premises is a part be so far
destroyed by any cause not the fault of Lessee or any person in or about the
Premises with the consent, express or implied, of Lessee, that the Association
is not required to repair or replace the building or if the Association elects
not to repair the building, this lease shall terminate effective the date of the
damage or destruction.

Section 7.03: Insurance Proceeds

In the event the Association is required to repair or replace the Premises or
the building of which the Premises are a part, the insurance proceeds described
in Section 5.03 above, received by Lessor for repair and/or replacement of the
tenant improvements and the insurance proceeds described in Section 5.03 above,
received by the Lessee for the repair and/or replacement of its personal
property shall be applied to the repair and in Section 5.03 above, received by
the Lessee for the repair and/or replacement of its personal property shall be
applied to the repair and replacement of the tenant improvements and Lessee's
personal property, as the case may be. Insurance proceeds, if any, which are
payable to Lessor on account of damage or destruction to the "tenant
improvements" shall not exceed the amount as described in the addendum to this
lease. Insurance proceeds for tenant improvements shall be the sole property of
Lessor, free of any claims of Lessee. All other insurance proceeds in excess of
the amount set forth in the addendum for tenant improvements and all amounts
which are attributable to Lessee's personal property shall be the sole property
of the Lessee free of all claims of Lessor. In the event the Association is not
required to repair or replace the Premises or the building of which the Premises
are a part, or elects not to so repair or replace the Premises or the building
of which the Premises are a part, any insurance proceeds described in Section
5.03 above shall be divided in the same manner as set forth in this provision,
with the Lessor being entitled to such proceeds attributable to tenant
improvements up to the valuation as set forth in the addendum, and the Lessee
being entitled to all proceeds attributable to Lessee's personal property and
all other proceeds above the amount set forth in the addendum, each free of the
claims of the other party.

                                     Page 14


<PAGE>   16



Section 7.04: Abatement of Rent

Should the Association elect to repair or replace the building or be required to
repair and replace the building of which the Premises are a part following
partial or total destruction:

A.       Lessee shall not be entitled to any damages for any loss or
         inconvenience sustained by Lessee by reason of the making of such
         repairs and restoration;

B.       The Association shall have full right to enter the Premises and take
         possession of so much of the Premises, including the whole of the
         Premises, as may be reasonably necessary to enable the Association to
         promptly and efficiently carry out the work of such repair and
         restoration; and

C.       The rent payable by Lessee to Lessor pursuant to Article 2 of this
         lease shall be abated to the extent and for the time Lessee is
         prevented from using the whole of the Premises.

         In the event Lessee is prohibited from using a portion of the floor
         space of the Premises, rent shall be abated by that proportionate
         amount of space from the whole.

Section 7.05: Total Condemnation

Should, during the term of this lease or any renewal or extension thereof, title
and possession of all of the Premises be taken under the power of eminent domain
by any public or quasi-public agency or entity, this lease shall terminate as of
12:01 am on the date actual physical possession of the Premises is taken by the
agency or entity exercising the power of eminent domain and both Lessor and
Lessee shall thereafter be released from all obligations, except those specified
in Section 7.09 of this lease, under this lease.

Section 7.06: Termination Option for Partial Condemnation

Should, during the term of this lease or any renewal or extension thereof, title
and possession of only a portion of the Premises be taken under the power of
eminent domain by any public or quasi-public agency or entity, Lessee may, at
Lessee's option, terminate this lease if more than 35 percent of the floor space
or more than 55 percent in value of the Premises is taken under the power of
eminent domain, or if Lessee us unable to continue its full operation in the
portion of the Premises which remain, Lessee shall exercise its option by giving
written notice to Lessor within thirty (30) days after actual physical
possession of the portion subject to eminent domain power is taken by the agency
or entity exercising that power. This lease shall terminate as of 12:01 am on
the date of the notice is deemed given to Lessor but the rent specified in
Article 2 of this lease shall be reduced in the manner specified in Section 7.07
below from the date of taking to the date of termination of the lease. Lessee
shall be able to terminate the lease if the remaining portion of the Premises is
not suitable for Lessee's continued use of the Premises.

                                     Page 15


<PAGE>   17



Section 7.07: Partial Condemnation Without Termination

Should Lessee fail to exercise the option described in Section 7.06 of this
lease, or should the portion of the Premises taken under the power of eminent
domain be insufficient to give rise to the option described in Section 7.06 of
this lease, then, in that event:

A.       This lease shall terminate as to the portion of the Premises taken by
         eminent domain as of 12:01 am on the day, herein called the "date of
         taking", actual physical possession of that portion of the Premises is
         taken by the agency or entity exercising the power of eminent domain.

B.       The rent specified in Article 2 of this lease shall, after the date of
         taking, be reduced by an amount that bears the same ratio to the rent
         specified in Article 2 of this lease as the square footage floor space
         of the prior of said premise taken under the power of eminent domain
         bears to the total square footage floor space of the Premises as of the
         date of this lease; and

C.       Lessor, at Lessor's own cost and expense, will remodel and reconstruct
         the building remaining on the portion of the Premises not taken by
         eminent domain into a single efficient architectural unit as soon after
         the date of taking, or before, as can be reasonable done; provided,
         however, that the rent specified in this lease shall not be abated or
         reduced, except as provided in subparagraph (B) of this section, during
         such remodeling or reconstruction.

Section 7.08: Condemnation Award

Should, during the term of this lease or any renewal or extension thereof, title
and possession of all or any portion of the Premises be taken under the power of
eminent domain by any public or quasi-public agency or entity, the portion of
the compensation or damages for the taking awarded to each of the parties to
this lease, Lessor and Lessee, shall belong to and be the sole property of the
party to whom it is awarded. Lessee shall be entitled to that portion of the
compensation or damages awarded for the eminent domain taking that represents
(1) reasonable value of Lessee's rights under this lease for the unexpired term
of this lease and (2) the cost or loss sustained by Lessee because of the
removal of Lessee's trade fixture, equipment and furnishings from the portion of
the Premises taken by eminent domain.

Section 7.09: Arbitration of Condemnation Award

Should separate award not be made to Lessor and Lessee for the taking by eminent
domain of all or any portion of the Premises, and should Lessor and Lessee be
unable to agree on the manner the total award is to be divided between them
pursuant to Section 7.08 of this lease, the proper division of the award between
Lessor and Lessee shall be settled by arbitration. Each party shall appoint an
arbitrator and the two arbitrators so appointed shall, within a month after both
have been appointed, select a third arbitrator. The decision of any two of these
three arbitrators in writing shall be binding on both Lessor and Lessee.

                                     Page 16


<PAGE>   18



Should not two arbitrators be able to agree within one month after appointment
of the third arbitrator, the report of the arbitrator most favorable to Lessor
and the report of the arbitrator most favorable to Lessee shall both be
disregarded and the report of the remaining arbitrator shall be binding upon
both Lessor and Lessee. Should either Lessor or Lessee fail to appoint an
arbitrator within 15 days after receiving written notice from the other to do
so, the arbitrator selected by the other party shall act for both and his
decision in writing shall be binding upon both Lessor and Lessee.

                 ARTICLE 8. DEFAULT, ASSIGNMENT AND TERMINATION

Section 8.01: Subleasing or Assigning as Breach

Lessee shall not encumber, assign or otherwise transfer this lease, any right or
interest in this lease, or any right or interest in the Premises or any of the
improvements that may now or hereafter be constructed or installed on the
Premises without the express written consent of Lessor first obtained.

Neither shall Lessee sublet the Premises or any part thereof or allow any other
person, other than Lessee's patrons, agents, servants, and employees to occupy
the Premises or any part thereof without the prior written consent of Lessor. A
consent by Lessor to one assignment, one subletting or one occupation of the
Premises by another person shall not be deemed to be a consent to any subsequent
assignment, subletting or occupation of the Premises by another person. Any
encumbrance, assignment, transfer or subletting without the prior written
consent of Lessor, whether it be voluntary or involuntary, by operation of law
or otherwise, is void and shall, at the option of Lessor, terminate this lease.

The consent of Lessor to any assignment of Lessee's interest in this lease or
the subletting by Lessee of the Premises or parts of the Premises shall not be
unreasonably withheld. Notwithstanding the above, Lessee may assign or sublease
the Premises, or portions thereof, to a subsidiary, affiliate or parent of
Lessee. Such permitted assignment shall not relieve Lessee from any liability
under this lease.

Lessor must respond to written notices from Lessee under the terms of this
section within thirty (30) days, else consent of Lessor will conclusively deemed
to have been given. Lessor also agrees to exempt from this assignment clause the
Lessee's duty to obtain Lessor's approval for mergers, consolidations, takeovers
and sales of the business. Transfers or assignments of this lease, the Premises
of the improvements thereon rising from such mergers, consolidations, takeovers
or sales of the business will not constitute a breach under the terms of this
section.

Section 8.02: Abandonment by Lessee

Should Lessee breach this lease and abandon the Premises prior to the natural
expiration of the term of this lease, Lessor may:

                                     Page 17


<PAGE>   19



A.       Continue this lease in effect by not terminating Lessee's right to
         possession of the Premises, in which event Lessor shall be entitled to
         enforce all his rights and remedies under this lease, including the
         right to recover the rent specified in this lease as it become due
         under this lease; or

B.       Terminate this lease and recover from Lessee:

         i.       The worth at the time of award of the unpaid rent which had
                  been earned at the time of termination of the lease;

         ii.      The worth at the time of award of the amount by which the
                  unpaid rent which would have been earned after termination of
                  the lease until the time of award exceeds the amount of rental
                  loss that Lessee proves could have been reasonably avoided;

         iii.     The worth at the time of award of the amount by which the
                  unpaid rent for the balance of the term of this lease after
                  the time of award exceeds the amount of rental loss that
                  Lessee proves could be reasonably avoided; and

         iv.      Any other amount necessary to compensate Lessor for all
                  detriment proximately caused by Lessee's failure to perform
                  Lessee's obligations under this lease.

As used in this section, "Abandonment" shall be defined as Lessee's failure to
conduct business at the Premises for any period of fifteen (15) consecutive
days. Such failure to use the Premises shall conclusively be deemed abandonment
of the Premises.

The term "rent" as used in this section shall mean the base rent, as adjusted to
the date of default, additional rent as defined above, and any other sums
required to be paid by Lessee pursuant to the terms of this lease. As used in
subsection (1) and (ii) above, the "worth at the time of award" shall be
computed by allowing interest at the rate of ten (10%) percent per annum. As
used in subsection (iii) above, the "worth at the time of award" shall be
computed by discounting that amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of the award, plus one (1%) percent.

Section 8.03: Default by Lessee

Should Lessee default in the payment of any rent, additional rent or other sum
to be paid by Lessee hereunder, and if such default shall continue for a period
of five (5) business days after written notice thereof from Lessor to Lessee, or
if Lessee shall default in the performance or observance of any other term,
covenant, obligation or agreement to be performed or observed by Lessee, and if
such default shall continue for a period of ten (10) days after written notice
thereof from Lessor to Lessee, or if more than four (4) of any of the foregoing
defaults, or any combination thereof shall occur in any single twelve (12) month
period during the term hereof, whether or not the same shall be cured, Lessor
shall have, in addition to any other remedies provided for herein or by law, the
option to terminate this lease, reenter the Premises by process of law and shall
have the right to recover from Lessee all of the sums described in Section
8.02(B) above.

                                     Page 18


<PAGE>   20



Section 8.04: Insolvency of Lessee

The insolvency of Lessee as evidences by a receiver being appointed to take
possession of all or substantially all of the property of Lessee, or the making
of a general assignment for the benefit of creditors by Lessee or the filing by
or against Lessee of a petition in bankruptcy, shall terminate this lease and
entitle the Lessor to reenter and regain possession of the Premises.

Section 8.05: Right of Entry on Default

Without limitation of Lessor's rights contained elsewhere in this lease or at
law, in the event of Lessee's default, any and all of Lessee's fixtures then
remaining on the Premises, with the exception of personal property, Lessor shall
have the right to take exclusive possession of same and shall be entitled to
obtain a writ of attachment of same, with notice to Lessee.

Alternatively, Lessor may remove all or any portion thereof and place such
property in storage for the account of Lessee and at the expense of Lessee.
Lessor shall have no duty to pay rent or other costs of storage and shall have
no liability to Lessee if the property is sold at auction or otherwise. Upon
such entry, Lessor may, at Lessor's option, relet the Premises or any part
thereof to a third party or third parties for any term, at any rental, and on
any other terms and conditions that Lessor, in its sole discretion may deem
advisable, and shall have the right to make alterations and repairs to the
Premises.

Lessee shall be liable for all of Lessor's costs of reletting, including but not
limited to remodeling costs required for the reletting. In the event Lessor
relets the Premises, Lessee shall pay all rent due under this lease at the times
specified herein, less any amounts actually received by Lessor from the
reletting.

Section 8.06: Cumulative Remedies

The remedies given to Lessor in this Article shall not be exclusive but shall be
cumulative and in addition to all remedies no or hereafter allowed by law or
elsewhere provided in this lease.

Section 8.07: Waiver of Breach

The waiver by Lessor of any breach by Lessee of any of the provisions of this
lease shall not constitute a continuing waiver or a waiver of any subsequent
breach by Lessee whether of the same or another provision of this lease. Lessor
shall be in default of this lease if Lessor does not perform any provision of
this lease that Lessor is obligated to perform within thirty (30) days after
written notice thereof has been given by Lessee to Lessor. If the nature of
Lessor's obligation is such that more than thirty (30) days are required for
performance, Lessor shall not be in default of this lease if Lessor commences
performance within the thirty (30) day period and diligently and in good faith
continues the same until completion.

                                     Page 19


<PAGE>   21



Lessee, at any time after Lessor commits the default, may cure the detail at
Lessor's expense. If Lessee, by reason of Lessor's default, at any time pays any
sum or does any act that requires the payment of any sum, this sum paid by
Lessee shall be due immediately from Lessor to Lessee at the time the sum is
paid, and if paid at a later date shall bear interest at the maximum rate
allowed by law from the date the sum was paid by Lessee until Lessee is
reimbursed by Lessor.

                            ARTICLE 9. MISCELLANEOUS

Section 9.01: Force Majeure - Unavoidable Delays

Should the performance of any act required by this lease to be performed by
either Lessor or Lessee be prevented or delayed by reason of an act of God,
strike, lockout, labor troubles, inability to secure materials, restrictive
governmental laws or regulations, or any other cause except financial inability,
not the fault of the party required to perform the act, the time for performance
of the act will be extended for a period equivalent to the period of delay and
performance of the act during the period of delay will be excused; provided,
however, that nothing contained in this section shall excuse the prompt payment
of rent or other sums by Lessee as required by this lease or the performance of
any act rendered difficult solely because of the financial condition of the
party, Lessor or Lessee, required to perform the act.

Section 9.02: Parking Spaces

In addition to the Premises herein described, Lessor shall provide Lessee with
seventy three (73) parking spaces designated for Lessee's use. Such parking
spaces may proportionally include handicapped parking, spaces designated for
compact vehicles and motorcycle parking and spaces reserved for carpool parking.

Section 9.03: Option to Purchase

Provided Lessee is not in default under the terms of this agreement, Lessee
shall have the option, but not the obligation, to purchase the Premises on the
following terms and conditions:

A.       The purchase price shall be One Million Six Hundred Sixty Thousand Nine
         Hundred Forty Six ($1,660,946.00) Dollars. Said purchase price shall be
         adjusted annually in the same manner and at the same time as the base
         rent is adjusted pursuant to Section 2.02 above. In the event Lessee
         exercises its option to purchase the Premises, the purchase price shall
         be payable in cash to Lessor at the close of escrow.

B.       Lessee may exercise this option at any time during the original five
         (5) year term hereof, by giving Lessor written notice of Lessee's
         exercise of this option and by depositing $45,000.00 into an escrow at
         First American Title Insurance Company, San Luis Obispo, California.

                                     Page 20


<PAGE>   22



         Said deposit shall apply to the purchase price at the close of escrow.
         Said escrow shall provide for a closing within sixty (60) days after
         Lessee's deposit as above provided. Lessee shall not have any option to
         purchase the Premises during any extension of the original five (5)
         year term.

C.       At the close of escrow, Lessor shall convey good and marketable title
         to the Premises, subject only to property taxes which are a lien not
         yet due, CC&R's of record and other existing encumbrances of record
         approved by Lessee. Said title shall be evidenced by a CLTA policy of
         title insurance issued by the above title company, which policy shall
         be paid for by Lessor.

Section 9.04: Attorney's Fees

Should any litigation, arbitration or other proceeding be commenced between the
parties to this lease concerning the Premises, this lease, or the rights and
duties of either in relation thereto, the party, Lessor or Lessee, prevailing in
such litigation shall be entitled, in addition to such other relief as may be
granted in the litigation, to a reasonable sum as and for his attorney's fees in
such litigation, together with any costs and expenses of such proceeding,
including such fees, costs and expenses on appeal and required to enforce any
final judgment.

Section 9.05: Arbitration of Disputes

If any dispute arises between Lessor and Lessee concerning the Premises, any
provision of this lease or the rights and duties of either in regard thereto,
the dispute shall be settled by arbitration as provided in this section. Each
party shall appoint an arbitrator and give the other party written notice of the
name and address of arbitrator within five (5) days after written demand to do
so has been served on the party making the appointment by the other party to
this lease. To two appointed arbitrators shall within ten (10) days after their
appointment, appoint a third arbitrator. The written decision of any two of the
three arbitrators shall be binding and conclusive on both parties to this lease.
The arbitrators may apportion the costs and expenses of the arbitration
proceeding, including attorney's fees and arbitration fees, between the parties
to this agreement in any manner deemed reasonable by two of the three
arbitrators. The arbitration shall be conducted in accordance with the
Commercial Arbitration Rules of the American Arbitration Association.

NOTICE: By initialing in the space below you are agreeing to have any dispute
arising out of the matters included in the "Arbitration of Disputes" provision
above decided by neutral arbitration as provided by California law and you are
giving up any rights you may have to have the dispute litigated in a court or
jury trial. By initialing in the space below you are giving up your judicial
rights to discovery and appeal, unless those rights are specifically included in
the "Arbitration of Disputes" provision. If you refuse to submit to arbitration
after agreeing to this provision, you may be compelled to arbitrate under the
authority of the California Code of Civil Procedure. Your agreement to this
arbitration provision is voluntary.

                                     Page 21


<PAGE>   23



We have read and understand the foregoing and agree to submit disputes arising
out of the matters included in the "Arbitration of Disputes" provision to
neutral arbitration.

Lessor's Initials 12/9/95                   Lessee's Initials CRG 12/8/95

Section 9.06: Notices

All notices to be given to Lessee shall be given in writing personally or by
depositing the same in the United States mail, postage prepaid, and addressed to
Lessee at: Arcada Software, Inc., 708 Fiero Lane, Suite 5, San Luis Obispo,
California 93401, or such other place as may be designated from time to time by
Lessee. All notices to be given to Lessor shall be given in writing personally
or by depositing the same in the United States mail, postage prepaid, and
addressed to the Lessor at: Fiero II Associates, 710-21 Fiero Lane, San Luis
Obispo, California 93401 or such other place or places as may be designated from
time to time by Lessor.

Section 9.07: No Merger

The voluntary or other surrender of this lease by Lessee, or a mutual
cancellation thereof, shall not work a merger, and shall, at the option of
Lessor, terminate any existing subleases or subtenancies or may, at the option
of Lessor, operate as an assignment to it of any such subleases or subtenancies.

Section 9.08: Binding on Heirs and Successors

This lease shall be binding on and shall inure to the benefit of the heirs,
executors, administrators, successors, and assigns of the parties hereto, Lessor
and Lessee, but nothing in this section contained shall be construed as a
consent by Lessor to any assignment of this lease or any interest therein by
Lessee except as provided in Article 8 of this lease.

Section 9.09: Partial Invalidity

Should any provision of this lease be held by a court of competent jurisdiction
to be either invalid, void, or unenforceable, the remaining provisions of this
lease shall remain in full force and effect unimpaired by the holding.

Section 9.10: Sole and Only Agreement

This instrument constitutes the sole and only agreement between Lessor and
Lessee respecting the Premises, the leasing of the Premises to Lessee, or the
lease term herein specified, and correctly sets for the obligations of Lessor
and Lessee to each other as of its date. Any agreements or representations
respecting the Premises or their leasing by Lessor to Lessee not expressly set
forth in this instrument are null and void.

                                     Page 22


<PAGE>   24



Section 9.11: Waiver

The waiver by Lessor of any breach of any term, covenant or condition herein
contained shall not be deemed to be a waiver of such term, covenant or condition
or any subsequent breach of the same or any other term, covenant or condition
herein contained.

Section 9.12: Subordination and Non-Disturbance

A.       This lease is subject and subordinate to all mortgages and deeds of
         trust which may hereafter be placed and recorded on the property of
         which the Premises are a part, and to all renewal, modifications,
         replacements, and extensions thereof.

B.       The subordination provided for above is conditioned on the following:

         i.       For each mortgage or deed of trust, lessor shall obtain from
                  the mortgagee or beneficiary a non- disturbance agreement in
                  writing that, in the event of foreclosure, or any sale
                  thereunder, this lease shall not be terminate and lessee's
                  right of possession under this lease shall not be disturbed,
                  provided lessee is not then in default under this lease;

         ii.      In consideration of the mortgagee's or beneficiary's agreement
                  not to disturb lessee's possession as above provided, lessee
                  hereby agrees to attorn to the purchaser at any foreclosure,
                  sale or other action or proceeding.

         iii.     The subordination described in this section shall be effective
                  without necessity of having any further instruments executed
                  by Lessee, but Lessee agrees to execute on demand any such
                  further instruments evidencing subordination that lessor or
                  mortgagee or beneficiary may reasonably request.

Section 9.13: Time of Essence

Time is expressly declared to be of the essence of this lease.

Section 9.14: Accord and Satisfaction

No payment by Lessee or receipt by Lessor of a lesser amount than the monthly
rent stipulated herein or any other sum due hereunder from Lessee to Lessor
shall be deemed to be anything other than a payment on account of the earliest
sum then due and owing to Lessor.

No endorsement or statement on any check or any letter accompanying any check or
payment or payment of any sums due from Lessee to Lessor hereunder shall be
deemed to be an accord and satisfaction, and Lessor may accept and negotiate any
such payment without prejudice to Lessor's right to recover the balance of such
rent or other sum or to pursue any other remedy provided for in this lease or by
law.

                                     Page 23


<PAGE>   25



Section 9.15: Law Governing

The laws of the state and county wherein the Premises are located shall govern
the validity, performance and enforcement of this lease.

Executed the 8th day of December, 1995, at San Luis Obispo, California.

LANDLORD                                         TENANT

FIERO II ASSOCIATES                              ARCADA SOFTWARE, INC.
A Joint Venture                                  A Delaware Corporation

/s/David Sansone                                 /s/ Chris Gibson
By                                               By
         David Sansone                                 CHRIS GIBSON
         Authorized Representative                     VICE PRESIDENT
                                                       OPERATIONS

                                     Page 24


<PAGE>   26



                               AMENDED EXHIBIT "A"

                                LEGAL DESCRIPTION

The property described as:

A portion of Parcel 1, 2, 3 and 4 of Lot 6 of Tract 712, in the County of San
Luis Obispo, State of California, according to the map recorded October 27, 1980
in Book 10, Page 49 of Maps, in the office of the County Recorder of San Luis
Obispo, and more particularly described on the site plan dated March 15, 1995
and marked as Exhibit "B"; also known as Units 25-54 of 705 Fiero Lane.

Lessor Initials:                                              Lessee Initials:

Date: 12/9/95                                                 Date: 12/8/95

                                     Page 25


<PAGE>   27



                                   EXHIBIT "B"

                                    SITE PLAN

                                 [CHART OMITTED]

                                    SITE PLAN

                                     Page 26


<PAGE>   28
                                  EXHIBIT "C"


                            CONSTRUCTION OF PREMISES

                             FIERO COMMERCE PARK II
                           SAN LUIS OBISPO, CALIFORNIA

1.       Plans. Concurrently with the execution of the lease agreement, Lessor
         shall deliver a floor plan of the premises to Lessee showing the
         columns and other structural work. Lessee, at its expense, shall submit
         to Lessor for its approval two (2) sets of fully dimensioned scale
         drawings, prepared by a licensed architect or building designer, which
         drawings shall indicate the specific requirements of Lessee's space,
         clearly outlining the offices in such detail as Lessor may require,
         including types of materials and colors, interior partitions, reflected
         ceiling plan, roof plan, if applicable, plumbing fixtures, and
         electrical plans prepared by a licensed electrical engineer setting
         forth all electric requirements of Lessee, all in conformity with the
         description of Lessor's Work and description of Lessee's Work herein.
         Lessor shall have thirty (30) days from receipt of these drawings to
         approve or disapprove them. If Lessor disapproves such plans, Lessee
         shall, within ten (20) days of receipt of Lessor's notice of
         disapproval, revise and resubmit such plans to Lessor, correcting or
         altering such disapproved items.

2.       Lessor's Work. Lessor agrees to deliver possession of the premises as
         designed by Lessee's architect as specified in the premises building
         plans in the following manner:

         A.       Structure

                  1.       Partitioning: Shear walls as currently constructed.

                  2.       Doors: As shown on plans.

                  3.       Storefront: In accordance with Lessor's design. Any
                           alteration and/or deviations to the storefront must
                           be requested by Lessee, in writing, and be approved
                           by the Lessor. All excess costs for design and
                           construction above the standard storefront shall be
                           borne by Lessee, and approved by the Association.

                  4.       Floor: As currently exists.

                  5.       Roof Platforms and Penetrations: None provided.

                  6.       Ceiling: None provided.

         B.       Utilities

                  1.       Heating and Air Conditioning: None provided.

                  2.       Electrical Service: 2000 amp main service.

                  3.       Gas Service: As currently exists.

                  4.       Telephone Service: Telephone service shall be brought
                           to telephone equipment panel. Tenant shall arrange
                           for further interior distribution.

                  5.       Light Fixtures: Exterior fixtures to be provided per
                           the plan.

                  6.       Sprinkler System: A fire sprinkler system based on a
                           standard grid and store space. Changes, if required,
                           shall be supplied by Lessor at Lessee's expense.

                  7.       Plumbing: Sub slab waste line and various water
                           services to building per the plans.