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                                                              Exhibit 10.22


            INDUSTRIAL REAL ESTATE LEASE (Multi-Tenant Facility)


ARTICLE ONE:   BASIC TERMS

     This Article One 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: September 12, 1996.

     Section 1.02.    LANDLORD (INCLUDE LEGAL ENTITY): Palo Cristi Airpark 
II, L.L.C., and Arizona limited liability company, whose address is 4425 N. 
the Street, Phoenix, Arizona 85016.

     Section 1.03.    TENANT (INCLUDE LEGAL ENTITY): Benefit Resources, Inc., 
an Arizona corporation, whose address is 10301 N. 92nd Street, Suite 201, 
Scottsdale, AZ 85258

     Section 1.04.    PROPERTY: The Property is part of Landlord's multi 
tenant real property under construction known as Palo Cristi Commerce Center 
Phase II and described or depicted in Exhibit "A" (the "Project"). The 
Project includes the land, the buildings and all other improvements located 
on the land, and the common areas described in Paragraph 4.05(a). The 
Property is an approximate 6,992 s.f. 2nd floor office space at 15721 N. 
Greenway-Hayden Loop Road, Scottsdale, AZ., improved substantially in 
accordance with the space plan ("Exhibit B") and the Standard Tenant 
Improvements and Allowances schedule ("Exhibit C"), both attached hereto and 
incorporated herein by reference.

     Section 1.05.    LEASE TERM: Five (5) years three (3) months beginning 
on March 1, 1997 and ending on May 31, 2002.

                      OPTION TO EXTEND: Provided Tenant is not then in 
default, Tenant shall have the option to extend the Lease Term for an 
additional five (5) year period at the then prevailing market rental rate, 
but in no case lower than the average rental rate paid in the original Lease 
Term, by giving Landlord notice sixty (60) days prior to the expiration of 
the original Lease Term.

     Section 1.06.    PERMITTED USES: (See Article Five) General and 
administrative offices.

     Section 1.07.    TENANT'S GUARANTOR:  None

     Section 1.08.    BROKERS.
                      Landlord's Broker: Classic Real Estate (Greg Hopley)
                      Tenant's Broker: None

     Section 1.09.    COMMISSION PAYABLE TO LANDLORD'S BROKER: (See Article 
Fourteen) By separate agreement

     Section 1.10.    INITIAL SECURITY DEPOSIT: (See Section 3.03) $5,826.67.

     Section 1.11.    VEHICLE PARKING SPACES ALLOCATED TO TENANT: (See 
Section 4.05) 15 metal covered parking stalls to the rear of the Property.

     Section 1.12.    RENT AND OTHER CHARGES PAYABLE BY TENANT:

     (a) Base Rent: FIVE THOUSAND EIGHT HUNDRED TWENTY SIX AND 67/100 DOLLARS 
($5,826.67) per month beginning March 1, 1997 for the first thirty six (36) 
months, as provided in Section 3.01. This Lease provides for free Base Rent 
for three (3) months from March 1, 1997 to May 31, 1997 (the "Abated Rent) (See 
Section 10.04). Abated Rent does not include Other Periodic Payments as 
defined in subparagraph (b) hereinbelow.

The Base Rent shall be increased on the first day of the month(s) after the 
Commencement Date as provided below:

Month thirty seven (37) to month forty eight (48) - SIX THOUSAND ONE 
HUNDRED EIGHTEEN AND NO/100 DOLLARS ($6,118.00) per month.

Month forty nine (49) to month sixty three (63)- SIX THOUSAND TWO HUNDRED 
FORTY AND 36/100 DOLLARS ($6,240.36) per month.

     (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) Tenant's Pro Rata Share of Common Area Expenses (23.31%) (See 
Section 4.05); (v) Impounds for Insurance Premiums and Property Taxes (See 
Section 4.08); (vi) Maintenance, Repairs and Alterations (See Article Six). 
Other Periodic Payments shall be paid by Tenant on a one-twelfth (1/12) basis 
with each payment of Base Rent.

     Section 1.13.    LANDLORD'S SHARE OF PROFIT ON ASSIGNMENT OR SUBLEASE: 
(See Section 9.05) NA percent (NA%) of the Profit (the "Landlord's Share").

     Section 1.14.    RIDERS: The following Riders are attached to and made a 
part of this Lease:
                      Right of First Refusal

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                                                        Initials  /s/ illegible
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                               (MULTI-TENANT NET FORM)

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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 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 date 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 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 ten (10%).

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 Landlord's address or at such other 
place as Landlord may designate in writing.

     Section 3.02. COST OF LIVING INCREASES.

     [OMITTED]

     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 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.


                                       2

                            (MULTI-TENANT NET FORM)


Copyright-1988 Southern California Chapter             Initials   /s/ illegible
               of the Society of Industrial                       -------------
               and Office Realtors.-TM- Inc.
                                                                  /s/ illegible
                                                                  -------------


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   Section 3.04. TERMINATION; ADVANCE PAYMENTS. Upon termination of this Lease 
under 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 the 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 by 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 4.02. PROPERTY TAXES.

   (a) REAL PROPERTY TAXES. Tenant shall pay prorata share 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 4.08 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 
fee, license fee, license tax, business license fee, commercial rental tax, 
levy, charge, assessment, or tax imposed by any taxing authority against the 
Property; (ii) any tax on the Landlord's right to receive, or the receipt 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.

   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 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 in 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 any 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 One Thousand Dollars ($1,000). Tenant shall not do or permit 
anything to be done which invalidates any such insurance policies.

   (c) PAYMENT OF PREMIUMS. Subject to Section 4.08, Tenant shall pay all 
premiums for the insurance policies described in Paragraphs 4.04(a) and (b) 
(whether obtained by Landlord or Tenant) within fifteen (15) days after 
Tenant's receipt of a copy of the premium statement or 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). For insurance policies

-C- 1988 Southern California           3                  Initials  [illegible]
         Chapter of the   [LOGO]                                  -------------
         Society of         (MULTI-TENANT NET FORM)
         Industrial and                                             [illegible]
         Office Realtors, Inc.                                    -------------


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maintained by Landlord which cover improvements on the entire Project, Tenant 
shall pay Tenant's prorated share of the premiums, in accordance with the 
formula in Paragraph 4.05(e) for determining Tenant's share of Common Area 
costs. If insurance policies maintained by Landlord cover improvements on 
real property other than the Project, 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 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. COMMON AREAS; USE, MAINTENANCE AND COSTS.

   (a) COMMON AREAS. As used in this Lease, "Common Areas" shall mean all 
areas within the Project which are available for the common use of tenants of 
the Project and which are not leased or held for the exclusive use of Tenant 
or other tenants, including, but not limited to, parking areas, driveways, 
sidewalks, loading areas, access roads, corridors, landscaping and planted 
areas. Landlord, from time to time, may change the size, location, nature and 
use of any of the Common Areas, convert Common Areas into leaseable areas, 
construct additional parking facilities (including parking structures) in the 
Common Areas, and increase or decrease Common Area land and/or facilities. 
Tenant acknowledges that such activities may result in inconvenience to 
Tenant. Such activities and changes are permitted if they do not materially 
affect Tenant's use of the Property.

   (b) USE OF COMMON AREAS. Tenant shall have the nonexclusive right (in 
common with other tenants and all others to whom Landlord has granted or may 
grant such rights) to use the Common Areas for the purposes intended, subject 
to such reasonable rules and regulations as Landlord may establish from time 
to time. Tenant shall abide by such rules and regulations and shall use its 
best effort to cause others who use the Common Areas with Tenant's express or 
implied permission to abide by Landlord's rules and regulations. At any time, 
Landlord may close any Common Areas to perform any acts in the Common Areas 
as, in Landlord's judgment, are desirable to improve the Project. Tenant 
shall not interfere with the rights of Landlord, other tenants or any other 
person entitled to use the Common Areas.

   (c) SPECIFIC PROVISIONS RE: VEHICLE PARKING. Tenant shall be entitled to 
use the number of vehicle parking spaces in the Project allocated to Tenant 
in Section 1.11 of the Lease without paying any additional rent. Tenant's 
parking shall not be reserved and shall be limited to vehicles no larger than 
standard size automobiles or pickup utility vehicles. Tenant shall not cause 
large trucks or other large vehicles to be parked within the Project or on 
the adjacent public streets. Temporary parking of large delivery vehicles in 
the Project may be permitted by the rules and regulations established by 
Landlord. Vehicles shall be parked only in striped parking spaces and not in 
driveways, loading areas or other locations not specifically designated for 
parking. Handicapped spaces shall only be used by those legally permitted to 
use them. If Tenant parks more vehicles in the parking area than the number 
set forth in Section 1.11 of this Lease, such conduct shall be a material 
breach of this Lease. In addition to Landlord's other remedies under the 
Lease, Tenant shall pay a daily charge determined by Landlord for each such 
additional vehicle.

   (d) MAINTENANCE OF COMMON AREAS. Landlord shall maintain the Common Areas 
in good order, condition and repair and shall operate the Project, in 
Landlord's sole discretion, as a first-class industrial/commercial real 
property development. Tenant shall pay Tenant's pro rata share (as determined 
below) of all costs incurred by Landlord for the operation and maintenance of 
the Common Areas. Common Area costs include, but are not limited to, costs 
and expenses for the following: gardening and landscaping; utilities, water 
and sewage charges; maintenance of signs (other than tenants' signs); 
premiums for liability, property damage, fire and other types of casualty 
insurance on the Common Areas and worker's compensation insurance; all 
property taxes and assessments levied on or attributable to the Common Areas 
and all Common Area improvements; all personal property taxes levied on or 
attributable to personal property used in connection with the Common Areas; 
straight-line depreciation on personal property owned by Landlord which is 
consumed in the operation of maintenance of the Common Areas; rental or lease 
payments paid by Landlord for rented or leased personal property used in the 
operation or maintenance


-C- 1988 Southern California           4                  Initials  [illegible]
         Chapter of the   [LOGO]                                  -------------
         Society of         (MULTI-TENANT NET FORM)
         Industrial and                                             [illegible]
         Office Realtors, Inc.                                    -------------
                                     



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of the Common Areas; fees for required licenses and permits; repairing, 
resurfacing, repaving, maintaining, painting, lighting, cleaning, refuse 
removal, security and similar items; reserves for roof replacement and 
exterior painting and other appropriate reserves; and a reasonable allowance 
to Landlord for Landlord's supervision of the Common Areas (not to exceed 
five percent (5%) of the gross rents of the Project for the calendar year). 
Landlord may cause any or all of such services to be provided by third 
parties and the cost of such services shall be included in Common Area costs. 
Common Area costs shall not include depreciation of real property which forms 
part of the Common Areas.

   (e)  TENANT'S SHARE AND PAYMENT.  Tenant shall pay Tenant's annual pro 
rata share of all Common Area costs (prorated for any fractional month) upon 
written notice from Landlord that such costs are due and payable, and in any 
event prior to delinquency. Tenant's pro rata share shall be calculated by 
dividing the square foot area of the Property, as set forth in Section 1.04 
of the Lease, by the aggregate square foot area of the Project which is 
leased or held for lease by tenants, as of the date on which the computation 
is made. Tenant's initial pro rata share is set out in Paragraph 1.12(b). Any 
changes in the Common Area costs and/or the aggregate area of the Project 
leased or held for lease during the Lease Term shall be effective on the 
first day of the month after such change occurs. Landlord may, at Landlord's 
election, estimate in advance and charge to Tenant as Common Area costs, all 
real property taxes for which Tenant is liable under Section 4.02 of the 
Lease, all insurance premiums for which Tenant is liable under Section 4.04 
of the Lease, all maintenance and repair costs for which Tenant is liable 
under Section 6.04 of the Lease, and all other Common Area costs payable by 
Tenant hereunder. At Landlord's election, such statements of estimated Common 
Area costs shall be delivered monthly. Landlord may adjust such estimates at 
any time based upon Landlord's experience and reasonable anticipation of 
costs. Such adjustments shall be effective as of the next rent payment date 
after notice to Tenant. Within sixty (60) days after the end of each calendar 
year of the Lease Term, Landlord shall deliver to Tenant a statement prepared 
in accordance with generally accepted accounting principles setting forth, in 
reasonable detail, the Common Area costs paid or incurred by Landlord during 
the preceding calendar year and Tenant's pro rata share. Upon receipt of such 
statement, there shall be an adjustment between Landlord and Tenant, with 
payment to or credit given by Landlord (as the case may be) so that Landlord 
shall receive the entire amount of Tenant's share of such costs and expenses 
for such period.

   Section 4.06.  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 changes 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 4.07.  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 4.08.  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 more 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

   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 tenants of the Project, 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.  HAZARDOUS MATERIALS.  As used in this Lease, the term 
"Hazardous Material" means any flammable items, explosives, radioactive 
materials, hazardous or toxic substances, material or waste or related 
materials, including any substances defined as or included in the definition 
of "hazardous substances", "hazardous wastes", "hazardous materials" or 
"toxic substances" now or subsequently regulated under any applicable 
federal, state or local laws or regulations, including without limitation 
petroleum based products, paints, solvents, lead, cyanide, DDT, printing 
inks, acids, pesticides, ammonia compounds and other chemical products, 
asbestos, PCBs and similar compounds, and including any different products 
and materials which are subsequently found to have adverse effects on the 
environment or the health and safety of persons. Tenant shall not cause or 
permit any Hazardous Material to be generated, produced, brought upon, used, 
stored, treated or disposed of in or about the Property by Tenant, its 
agents, employees, contractors, sublessees or invitees without the prior 
written consent of Landlord. Landlord shall be entitled to take into account 
such other factors or facts as Landlord may reasonably determine to be 
relevant in determining whether to grant or withhold consent to Tenant's 
proposed activity with respect to Hazardous Material. In no event, however, 
shall Landlord be required to consent to the installation or use of any 
storage tanks on the Property.

   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 at 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


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         Society of         (MULTI-TENANT NET FORM)
         Industrial and                                             [illegible]
         Office Realtors, Inc.                                    -------------


<PAGE>

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.

   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 condition 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 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 of 
injury are not accessible to Tenant. The provisions of the Section 6.02 shall 
not, however, exempt Landlord from liability for Landlord's gross negligence 
or willful misconduct.

    Section 6.03.  LANDLORD'S OBLIGATIONS.
    (a) Except as provided in Article Seven (Damage or Destruction) and 
Article Eight (Condemnation). Landlord shall keep the following in good 
order, condition and repair: the foundations, exterior walls and roof of the 
Property (including painting the exterior surface of the exterior walls of 
the Property not more than once every five (5) years, if necessary) and all 
components of electrical, mechanical, plumbing, heating and air conditioning 
systems and facilities located in the Property which are concealed or used in 
common by tenants of the Project. However, Landlord shall not be obligated to 
maintain or repair windows, doors, plate glass or the interior surfaces of 
exterior walls. Landlord shall make repairs under this Section 6.03 within a 
reasonable time after receipt of written notice from Tenant of the need for 
such repairs.

    (b) Tenant shall pay to reimburse Landlord for all costs Landlord incurs 
under Paragraph 6.03(a) above as Common Area costs as provided for in Section 
4.05 of the Lease. Tenant waives the benefit of any statute in effect now or 
in the future which might give Tenant the right to make repairs at 
Landlord's expense or to terminate this Lease due to Landlord's failure to 
keep the Property in good order, condition and repair.

   Section 6.04. TENANT'S OBLIGATIONS.
  
   (a) Except as provided in Section 6.03, Article Seven (Damage or 
Destruction) and Article Eight (Condemnation), Tenant shall keep all portions 
of the Property (including structural, nonstructural, interior, systems and 
equipment) in good order, condition and repair (including interior repainting 
and refinishing, as needed). If any portion of the Property or any 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 excercise 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 
preventative maintenance contract providing for the regular inspection and 
maintenance of the heating and air conditioning system by a licensed heating 
and air conditioning contractor, unless Landlord maintains such equipment 
under Section 6.03 above. If any part of the Property or the Project 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.

   (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' proir 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.


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         Society of         (MULTI-TENANT NET FORM)
         Industrial and                                             [illegible] 
         Office Realtors, Inc.                                     -------------




<PAGE>

     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 part. 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.

     (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 nonresponsibility 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 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" not to exceed $1,000 (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.


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         Society of         (MULTI-TENANT NET FORM)
         Industrial and                                             [illegible] 
         Office Realtors, Inc.                                     -------------




<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 fee, or otherwise. If this Lease in 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, which 
shall not be unreasonably withheld, 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 of more than twenty percent (20%) of the 
partnership interests shall require Landlord's consent. If Tenant is a 
corporation, any 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 
901 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 assignee 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 of its 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 not 
assign), all or a portion of the Property to the proposed transferee, but 
only on the other terms of the proposed transfer.

     (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, loss (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

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         Society of         (MULTI-TENANT NET FORM)
         Industrial and                                             [illegible] 
         Office Realtors, Inc.                                     -------------




<PAGE>
    
    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 records 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.

    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 a 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 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 not 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


-C-1988 Southern California            9              Initials  /s/ [illegible]
        Chapter of the [logo]                                   ---------------
        Society of Industrial   (MULTI-TENANT NET FORM)         /s/ [illegible]
        and Office Realtors, Inc.                               ---------------


<PAGE>

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 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 filling 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 tender 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 mortgagee 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 whether this Lease is dated prior or subsequent to the date of said
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 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 
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 statement 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.  TENANT'S 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.

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


-C-1988 Southern California            10             Initials  /s/ [illegible]
        Chapter of the [logo]                                   ---------------
        Society of Industrial   (MULTI-TENANT NET FORM)         /s/ [illegible]
        and Office Realtors, Inc.                               ---------------


<PAGE>

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 this 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.

    Section 12.02.  LANDLORD'S CONSENT.  Tenant shall pay Landlord's reasonable
attorneys' fees incurred in connection with Tenant's request for Landlord's
consent under Article Nine (Assignment and Subletting), or in connection with
any other act which Tenant proposes to do and which requires Landlord's consent.

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 Project or the leasehold
estate under a ground lease of the Property or Project 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.

    (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 the Project,
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 or
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 not 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.

    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


-C- 1988 Southern California          11                  Initials  [illegible]
         Chapter of the [LOGO]                                    -------------
         Society of         (MULTI-TENANT NET FORM)
         Industrial and                                             [illegible]
         Office Realtors, Inc.                                    -------------

<PAGE>

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.

    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

[OMITTED]

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.









-C- 1988 Southern California          12                  Initials  [illegible]
         Chapter of the [LOGO]                                    -------------
         Society of         (MULTI-TENANT NET FORM)
         Industrial and                                             [illegible]
         Office Realtors, Inc.                                    -------------

<PAGE>

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


                                            "LANDLORD"

Signed on     Sept. 26, 1996        Palo Cristi Airpark II, L.L.C.
                                  ----------------------------------------
at                                  Palo Cristi Investments, Inc.
  ----------------------------    -----------------------------------------
                                       Managing Member

                                  By:
                                       -----------------------------------
                                  Its:  Scott LeMarr, its President
                                       -----------------------------------
                                  By:  /s/ Scott LeMarr
                                       -----------------------------------
                                  Its:
                                       -----------------------------------


                                            "TENANT"  
Signed on Sept 26, 1996             Benefit Resources, Inc.
                                  ----------------------------------------
at
  ----------------------------    ----------------------------------------

                                  By:  /s/ Earl Wiklund
                                       -----------------------------------
                                  Its:  Earl Wiklund
                                       -----------------------------------
                                  By:  Acting in the capacity of its
                                       -----------------------------------
                                       Chief Financial Officer

                                  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 [REGISTERED TRADEMARK], INC. NO REPRESENTATION OR RECOMMENDATION IS
MADE BY THE SOUTHERN CALIFORNIA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICE
REALTORS, [REGISTERED TRADEMARK] 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.


-C- 1988 Southern California          13                  Initials  [illegible]
         Chapter of the [LOGO]                                    -------------
         Society of         (MULTI-TENANT NET FORM)
         Industrial and                                             [illegible]
         Office Realtors, Inc.                                    -------------




<PAGE>

     RIGHT OF FIRST REFUSAL.  Provided Tenant is not then in default, Tenant
shall have a right of first refusal with respect to unleased space contiguous
to the Property. In the event Landlord desires to lease available contiguous
space to a third party, Landlord shall first by written notice offer the space
to Tenant on all of the same terms and conditions. Tenant shall have five
business days to accept the offer by written notice hand-delivered to 
Landlord. If Tenant does not accept the offer within that period of time,
Landlord shall be free to lease the space to the third party. Landlord may
modify the terms of the lease, except principal economic terms, during
negotiation with the third party without reoffering the space to Tenant.
Notwithstanding anything to the contrary, Tenant shall not be entitled to
exercise a right of first refusal during the last 12 months of the lease
term.


                                  Initials  illegible
                                            ----------

                                  Initials  illegible
                                            ----------


<PAGE>

                           Exhibit "A"

                    Diagram of Project Analysis




                                  Initials  /s/ illegible
                                            -------------

                                  Initials  /s/ illegible
                                            -------------



<PAGE>

                           Exhibit "B"

                    Diagram of New Office Space




                                  Initials  /s/ illegible
                                            -------------

                                  Initials  /s/ illegible
                                            -------------


<PAGE>

                   PALO CRISTI AIRPARK II, L.L.C.
             STANDARD TENANT IMPROVEMENTS AND ALLOWANCES

<TABLE>
<S>                         <C>                    <C>
+  LIGHTING FIXTURES         Warehouse               Open Tube Fluorescent

                             Office                  2'x4' Acrylic Prismatic
                                                     Lens, Lay-in Fluorescent

+  DOORS                     Main Entrance           Color Patina
                                                     (See Color Board)

                             Secondary Metal Ext.    Painted

                             Interior                Natural Finish Birch

+  DOOR HARDWARE             General                 Brushed Chrome Plate,
                                                     Lever Style

+  CABINETS                                          Per Exhibit B and Tenant
                                                     Improvements to Exist.
                                                     Bldg. drawings dated
                                                     9-23-96

+  WINDOW COVERINGS                                  Building Standard

+  TELEPHONE AND COMPUTER PREWIRE                    Per the drawing attached.
                                                     Materials and workmanship
                                                     to be suitable and 
                                                     functional for Tenant's
                                                     standard intended
                                                     purposes.
</TABLE>


                              EXHIBIT "C"         Initials  illegible
                                                            ----------

                                                  Initials  illegible
                                                            ----------


<PAGE>

                         PALO CRISTI AIRPARK II, L.L.C.
                  STANDARD TENANT IMNPROVEMENTS AND ALLOWANCES


<TABLE>
<S>                         <C>                    <C>
                             1ST FLOOR               2ND FLOOR
                             ---------               ---------
EXTERIOR GLAZING             Solar Grey              Dark Grey

GLAZING MULLIONS             Color Patina            Color Dark Bronze

INTERIOR FINISHES
+  FLOORS:                   Bathrooms               ALLOWANCE not to
                                                     exceed $2,000

                             All Other Floors        ALLOWANCE not to
                                                     exceed $1.50 per
                                                     square foot

+  BASE                      General All Areas       4" Rubber Base
                             Group Toilet Rooms      Ceramic Tile of Vinyl

+  WALLS                     Warehouse               Unpainted Masonry
                             Interior Partitions     Painted Drywall

+  WAINSCOTS                 Individual Toilet       Plastic Laminate
                                Rooms                Ceramic Tile
                             Group Toilet Rooms

+  TOILET ROOM ACCESSORIES   Group Toilet Rooms      Metal Partitions
                             General All Toilet      Paper Tissue Holder
                               Rooms                 Roll Tissue Holder
                                                     Liquid Soap Dispenser
                                                     Grab Bars
                                                     Mirror w/Shelf

+  CEILINGS                  Warehouse               Exposed, Insulated Roof
                                                     Construction

                             Showroom Areas          Acoustical Tile Lay-in

                             Office Areas            Acoustical Tile Lay-in
</TABLE>


                                  EXHIBIT "C"     Initials  /s/ illegible
                                                            -------------

                                                  Initials  /s/ illegible
                                                            -------------



<PAGE>


                       Telephone and Computer Prewire Drawing


                                                  Initials  /s/ illegible
                                                            -------------

                                                  Initials  /s/ illegible
                                                            -------------