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                           MASTER LEASE AGREEMENT

     THIS MASTER LEASE AGREEMENT (THE "LEASE") IS MADE THE 15TH DAY OF JUNE, 
1998 BETWEEN LEASING TECHNOLOGIES INTERNATIONAL, INC., OFFICE AT 221 DANBURY 
ROAD, WILTON, CT  06897  (THE "LESSOR"), AND CONDUCTUS, INC., WITH ITS 
PRINCIPAL OFFICE AT 969 WEST MAUDE AVENUE, SUNNYVALE, CA  94086-2802 (THE 
"LESSEE").  THE PARTIES HERETO AGREE AS FOLLOWS:

1.   LEASE:
 
     This Lease establishes the general terms and conditions by which Lessor 
may lease to Lessee the Equipment (the "Equipment") listed on each Equipment 
Schedule executed periodically pursuant to this Lease.  Each such Equipment 
Schedule shall incorporate by reference the terms of this Lease, and shall be 
a separate lease agreement as to the Equipment listed thereon for all 
purposes, including default. In the event of any conflict between the terms 
and conditions of this Lease and the terms and conditions of any Equipment 
Schedule(s) or Rider(s) thereto, the terms and conditions of such Equipment 
Schedule(s) or Rider(s) shall prevail.

2.   DEFINITIONS:

     (a) The "Installation Date" means the date determined in accordance with 
the applicable Equipment Schedule.

     (b) The "Commencement Date" means, as to  any item of Equipment 
designated on any Equipment Schedule where the Installation Date for such 
item of Equipment falls on the first day of the month, that date, or, in any 
other case, the first day of the month following the month in which such 
Installation Date falls.

     (c) The "Daily Rental" means 1/30th of the amount set forth as the 
monthly rental in the applicable Equipment Schedule.

3.   TERM OF LEASE:

     The term of this Lease, as to all Equipment designated on any Equipment 
Schedule, shall commence on the Installation Date for such Equipment, and 
shall continue for an initial period ending that number of months as is 
specified on the applicable Equipment Schedule from the Commencement Date for 
the last item of Equipment to be installed (the "Initial Term").  The term of 
this Lease for all such Equipment shall be automatically extended for 
successive monthly periods until terminated in accordance with this Lease.  
Any termination shall be effective only on the last day of the Initial Term 
or the last day of any such successive period.

4.   RENTAL:

     The monthly rental payable hereunder is as set forth in the Equipment 
Schedule(s).  Rental shall begin to accrue on the Installation Date for each 
item of Equipment and shall be due and payable by Lessee in advance on the 
first day of each month.  If the Installation Date does not fall on the first 
day of a month, the rental for that period of time from the Installation Date 
until the Commencement Date shall be an amount equal to the Daily Rental 
multiplied by the number of days from (and including) the Installation Date 
to (but not including) the Commencement Date and shall be due and payable on 
the Installation Date.  In addition to the monthly rental set forth in the 
Equipment Schedule(s), Lessee shall pay to Lessor an amount equal to all 
taxes paid, payable or required to be collected by Lessor, however 
designated, which are levied or based on the rental, on the Lease or on the 
Equipment or on its purchase for lease hereunder, or on its use, lease, 
operation, control or value (including, without limitation, state and local 
privilege or excise taxes based on gross revenue), any penalties or interest 
in connection therewith which are attributable to Lessee's negligence or 
taxes or amounts in lieu thereof paid or payable by Lessor in respect of the 
foregoing, but excluding taxes based on Lessor's net income.  Personal 
property taxes assessed on the Equipment during the term hereof shall be paid 
by Lessee. Lessee agrees that Lessor, or Lessor's agent may file all required 
property tax returns and reports and pay all taxes thereon pertaining to the 
Equipment.  In such event, Lessee shall reimburse Lessor or Lessor's agent 
for all costs and expenses incurred in connection therewith, provided that 
such costs and expenses (including property taxes) shall not exceed the 
property taxes pursuant to statutory tax rates and regulations.   If 
requested by Lessor, Lessee agrees to file, on behalf of Lessor, all required 
property tax returns and reports concerning the Equipment with all 
appropriate governmental agencies, and, within not more than thirty (30) days 
after the due date of such filing to send Lessor confirmation of such filing. 
  

     Interest on any past due payments, including but not limited to 
administrative charges and any other charges or fees arising out of or 
related to this Lease, shall accrue at the rate of 1 1/2% per month, or if 
such rate shall exceed the maximum rate allowed by law, then at such maximum 
rate, and shall be payable on demand.  Charges for taxes, penalties and 
interest shall be promptly paid by Lessee when invoiced by Lessor.

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     As security for the full performance of all of Lessee's obligations 
under each Equipment Schedule, Lessee shall, simultaneously with the 
execution and delivery of each Equipment Schedule, deposit with Lessor the 
amount set forth on such Equipment Schedule.  The security deposit shall be 
promptly returned to Lessee by Lessor upon the expiration of such Equipment 
Schedule and return or purchase of all Equipment, as the case may be, 
provided that all Lessee obligations under such Equipment Schedule have been 
fulfilled.

5.   INSTALLATION, USE AND QUIET POSSESSION OF EQUIPMENT:

     (a) Lessee, at its own expense, will provide the required suitable 
electric current to operate the Equipment and appropriate installation 
facilities as specified by the manufacturer.

     (b) Any equipment, cards, disks, tapes or other items not specified in 
the Equipment Schedule(s) which are used on or in connection with the 
Equipment must meet the specifications of the manufacturer and shall be 
acquired by Lessee at its own expense.

     (c) Lessee shall use the Equipment solely in connection with Lessee's 
business and for no other purpose.  Subject to the preceding sentence, Lessee 
shall be entitled to unlimited usage of the Equipment without extra charge by 
Lessor.

     (d) Unless otherwise set forth in the applicable Equipment Schedule, 
Lessee will at all times keep the Equipment in its sole possession and 
control.  The Equipment shall not be moved from the location stated in the 
applicable Equipment Schedule without the prior written consent of Lessor.

     (e) After prior notice to Lessor, Lessee may, at its own expense, make 
alterations in or add attachments to the Equipment, provided such alterations 
or attachments do not interfere with the normal and satisfactory operation or 
maintenance of the Equipment or with Lessee's ability to obtain and maintain 
the maintenance contract required by Section 5(h) hereof.  The manufacturer 
or other organization selected by Lessee and approved in writing by Lessor to 
maintain the Equipment ("Maintenance Organization") may incorporate 
engineering changes or make temporary alterations to the Equipment upon 
request of Lessee.  All such alterations and attachments shall be and become 
the property of Lessor or, at the option of Lessee, shall be removed by 
Lessee and the Equipment restored, at Lessee's expense, to its original 
condition as of the Installation Date thereof, reasonable wear and tear only 
excepted, and upon the removal and restoration, the alteration and/or 
attachment which was made by Lessee shall become the property of Lessee.

     (f) So long as Lessee is not in default hereunder, neither Lessor nor 
any party claiming through or under Lessor shall interfere with Lessee's use 
or possession of any Equipment during the term of this Lease.

     (g) Lessee shall, during the term of this Lease, at its expense, keep 
the Equipment in good working order and condition and make all necessary 
adjustments, repairs and replacements and shall not use or permit the 
Equipment to be used in any manner or for any purpose for which, in the 
opinion of the manufacturer, the Equipment is not designed or reasonably 
suitable.

     (h) Unless otherwise set forth in the applicable Equipment Schedule, 
Lessee shall, during the term of this Lease, at its own expense, enter into 
and maintain in force a contract with the manufacturer or the Maintenance 
Organization covering at least prime shift maintenance of each item of 
Equipment.  Such contract shall commence upon expiration of the 
manufacturer's warranty period, if any, relating to such item.  Lessee shall 
furnish Lessor with a copy of such contract(s).

     (i) At the termination of the applicable Equipment Schedule, Lessee at 
its expense shall return, if permitted by the applicable Equipment Schedule, 
not less than all the Equipment subject thereto to Lessor (at the location 
designated by Lessor within the Continental United States) in the same 
operating order, repair, condition and appearance as on the Installation 
Date, reasonable wear and tear only excepted, with all engineering and safety 
changes prescribed by the manufacturer or Maintenance Organization 
incorporated therein.  Lessee shall, prior to such termination, arrange and 
pay for any repairs, changes and manufacturer's certifications as are 
necessary for the manufacturer or Maintenance Organization to accept the 
Equipment under contract maintenance at its then standard rates.  Lessee 
shall return all accessories supplied with the Equipment, including but not 
limited to all manuals, cables and software diskettes.  Lessee shall promptly 
pay, after receipt of an invoice therefore, all costs and expenses pertaining 
to the replacement of any missing items and for the repair of any Equipment, 
together with any audit, inspection or certification charges reasonably 
incurred by Lessor.


6.   LEASEHOLD RIGHTS AND INSPECTION:

     (a) Lessee shall have no interest in the Equipment other than the rights 
acquired as a lessee hereunder and the Equipment shall remain personalty 
regardless of the manner in which it may be installed or attached.  Lessee 
shall, at Lessor's request, affix to the Equipment, tags, decals or plates 
furnished by Lessor, indicating Lessor's ownership and Lessee shall not 
permit their removal or

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concealment.  Lessee shall replace any such tag, decal or plate which may be 
removed or destroyed or become illegible.  Lessee shall keep all Equipment 
free from any marking or labeling which might be interpreted as a claim of 
ownership thereof by Lessee or any party other than Lessor or anyone claiming 
through Lessor.

     (b) Lessee shall keep the Equipment free and clear of all liens and 
encumbrances except liens or encumbrances arising through the actions or 
omissions of Lessor.  LESSEE SHALL NOT ASSIGN OR OTHERWISE ENCUMBER THIS 
LEASE OR ANY OF ITS RIGHTS HEREUNDER OR SUBLEASE THE EQUIPMENT WITHOUT THE 
PRIOR WRITTEN CONSENT OF LESSOR except that Lessee may assign this Lease or 
sublease the Equipment to its parent or any subsidiary corporation, or to a 
corporation which shall have acquired all or substantially all of the 
property of Lessee by merger, consolidation or purchase.  No permitted 
assignment or sublease shall relieve Lessee of any of its obligations 
hereunder.

     (c) Lessor or its agents shall have free access to the Equipment at all 
reasonable times for the purpose of inspection and for any other purpose 
contemplated by this Lease.

     (d) Lessee shall immediately notify Lessor of all details concerning any 
damage to, or loss of, the Equipment arising out of any event or occurrence 
whatsoever, including but not limited to, the alleged or apparent improper 
manufacture, functioning or operation of the Equipment.

7.   NO WARRANTIES BY LESSOR:

     Lessee represents that, at the Installation Date thereof, it shall have 
(a) thoroughly inspected the Equipment; (b) determined for itself that all 
items of Equipment are of a size, design, capacity and manufacture selected 
by it; and (c) satisfied itself that the Equipment is suitable for Lessee's 
purposes.  LESSOR SUPPLIES THE EQUIPMENT AS IS AND NOT BEING THE MANUFACTURER 
OF THE EQUIPMENT, THE MANUFACTURER'S AGENT OR THE SELLER'S AGENT, MAKES NO 
WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED AS TO THE EQUIPMENT'S 
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, 
QUALITY, CAPACITY, MATERIAL OR WORKMANSHIP OR AS TO PATENT INFRINGEMENT OR 
THE LIKE, it being agreed that all such risks, as between Lessor and Lessee, 
are to be borne by Lessee.  Lessee agrees to look solely to the manufacturer 
or to suppliers of the Equipment for any and all warranty claims and any and 
all warranties made by the manufacturer or the supplier of Lessor are, to the 
extent to which the same may be assignable, hereby assigned to Lessee for the 
term of the applicable Equipment Schedule.  Lessee agrees that Lessor shall 
not be responsible for the delivery, installation, maintenance, operation or 
service of the Equipment or for delay or inadequacy of any or all of the 
foregoing.  Lessor shall not be responsible for any direct or consequential 
loss or damage resulting from the installation, operation or use of the 
Equipment or otherwise.  Lessee will defend, indemnify and hold Lessor 
harmless against any and all claims, demands and liabilities arising out of 
or in connection with the design, manufacture, possession or operation of the 
Equipment.

8.   RISK OF LOSS ON LESSEE:

     (a) Beginning on the Installation Date thereof and continuing until the 
Equipment is either returned to Lessor or purchased by Lessee as provided in 
this Lease, Lessee relieves Lessor of responsibility for all risks of 
physical damage to or loss or destruction of the Equipment, howsoever caused. 
 During the term of this Lease as to any Equipment Schedule, Lessee shall, at 
its own expense, keep in effect "all risk" property insurance and public 
liability insurance policies covering the Equipment designated in each 
Equipment Schedule.  The public liability insurance policy shall be in such 
amount as is reasonably acceptable to Lessor.  The "all risk" property 
insurance policy shall be for an amount not less than the replacement cost of 
the Equipment.  Lessor, its successors and assigns and/or such other party as 
may be designated by any thereof to Lessee, in writing, shall be named as 
additional insureds and loss payees on such policies, which shall be written 
by an insurance company of recognized responsibility which is reasonably 
acceptable to Lessor.  Evidence of such insurance coverage shall be furnished 
to Lessor no later than the Installation Date set forth in the Equipment 
Schedule(s) and, from time to time, thereafter as Lessor may request.  Such 
policies shall provide that no less than ten days written notice shall be 
given Lessor and any other party named as loss payee prior to cancellation of 
such policies for any reason.  To the extent of Lessor's interest therein, 
Lessee hereby irrevocably appoints Lessor or any other party named as loss 
payee as Lessee's attorney-in-fact coupled with an interest to make claim 
for, receive payment of, and execute any and all documents that may be 
required to be provided to the insurance carrier in substantiation of any 
such claim for loss or damage under said insurance policies, and to endorse 
Lessee's name to any and all drafts or checks in payment of the loss proceeds.

     (b) If any item of Equipment is rendered unusable as a result of any 
physical damage to, or destruction of, the Equipment, Lessee shall give to 
Lessor immediate notice thereof and this Lease shall continue in full force 
and effect without any abatement of rental.  Lessee shall determine, within 
fifteen (15) days after the date of occurrence of such damage or destruction, 
whether such item of Equipment can be repaired.  In the event Lessee 
determines that the item of Equipment cannot be repaired, Lessee shall 
either, at its expense, promptly replace such item of Equipment and convey 
title to such replacement to Lessor free and clear of all

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liens and encumbrances, and this Lease shall continue in full force and 
effect as though such damage or destruction had not occurred, or pay Lessor 
therefor in cash the Stipulated Loss Value (defined below) within thirty (30) 
days of such loss or damage.  "Stipulated Loss Value," as used herein, shall 
be an amount as shown on Exhibit A to the applicable Equipment Schedule.  In 
the event Lessee determines that such item of Equipment can be repaired, 
Lessee shall cause such item of Equipment to be promptly repaired.  All 
proceeds of insurance received by Lessor, the designated loss payee, or 
Lessee under the policy referred to in the preceding paragraph of this 
Section shall be applied toward the cost of any such repair or replacement so 
long as Lessee shall not be in default of its obligations hereunder.

9.   EVENTS OF DEFAULT AND REMEDIES:

     The occurrence of any one of the following shall constitute an Event of 
Default hereunder:

     (a) Lessee fails to pay an installment of rent on or before the date 
when the same becomes due and payable and such failure continues for a period 
of five days;

     (b) Lessee attempts to remove, sell, transfer, encumber, sublet or part 
with possession of the Equipment or any items thereof, except as expressly 
permitted herein;

     (c) Lessee shall fail to observe or perform any of the other obligations 
required to be observed or performed by Lessee hereunder and such failure 
shall continue uncured for ten (10) days after written notice thereof to 
Lessee by Lessor or the then assignee hereof;

     (d) Lessee ceases doing business as a going concern, makes an assignment 
for the benefit of creditors, admits in writing its inability to pay its 
debts as they become due, files a voluntary petition of bankruptcy, is 
adjudicated a bankrupt or an insolvent, files a petition seeking for itself 
any reorganization, arrangement, composition, readjustment, liquidation, 
dissolution or similar arrangement under any present or future statute, law 
or regulation or files an answer admitting the material allegations of the 
petition filed against it in any such proceeding, consents to or acquiesces 
in the appointment of a trustee, receiver, or liquidator of it or of all or 
any substantial part of its assets or properties, or if it or its 
shareholders shall take any action looking to its dissolution or liquidation;

     (e) Within thirty (30) days after the commencement of any proceedings 
against Lessee seeking reorganization, arrangement, readjustment, 
liquidation, dissolution or similar relief under any present or future 
statute, law or regulation, such proceedings shall not have been dismissed, 
or if within thirty (30) days after the appointment without Lessee's consent 
or acquiescence of any trustee, receiver or liquidator of it or of all or any 
substantial part of its assets and properties, such appointment shall not be 
vacated;

     (f) Lessee defaults in the performance or observation of any material 
term, condition or covenant of any loan agreement, indenture, trust 
agreement, lease or similar agreement to which Lessee is a party or by which 
Lessee is bound and such default continues beyond any applicable cure period;

     (g)  Lessee enters into any transaction, the effect of which  adversely 
affects (i) a material portion of Lessee's business value and (ii) the 
ability of Lessee, in Lessor's reasonable judgment, to repay Lessee's 
obligations under the Lease as they become due.

     Upon the occurrence of an Event of Default, Lessor may at its option do 
any one or more of the following:  (i) by notice to Lessee terminate this 
Lease as to any or all Equipment Schedules; (ii) whether or not this Lease is 
terminated as to any or all Equipment Schedules, take possession on not less 
than three (3) days' notice of any or all of the Equipment listed on any or 
all Equipment Schedules, wherever situated, and for such purpose, enter upon 
any premises without liability for so doing or Lessor may cause Lessee and 
Lessee hereby agrees, to return said Equipment to Lessor as provided in this 
Lease; (iii) recover from Lessee, as liquidated damages for loss of a bargain 
and not as a penalty, all past due amounts as well as an amount equal to the 
present value of all monies to be paid by Lessee during the remaining Initial 
Term or any successive period then in effect, calculated by discounting at 
the rate of six percent (6%) per annum compounded monthly, which payment 
shall become immediately due and payable; and (iv) sell, dispose of, hold, 
use or lease any Equipment as Lessor in its sole discretion may determine 
(and Lessor shall not be obligated to give preference to the sale, lease or 
other disposition of the Equipment over the sale, lease or other disposition 
of similar equipment owned or leased by Lessor).

     In the event that Lessee shall have first paid to Lessor or its assigns 
the liquidated damages referred to in (iii) above, Lessee shall thereafter be 
entitled to receive all rentals or proceeds received from any reletting or 
sale of the Equipment during the balance of the Initial Term (after deduction 
of Lessor's expected residual value of the Equipment at the expiration of the 
Initial Term or any

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extension thereof and of all expenses incurred in connection therewith) said 
amount never to exceed the amount of the liquidated damages paid by Lessee.  
Lessee agrees that Lessor shall have no obligation to sell the Equipment.  
Lessee shall in any event remain fully liable for reasonable damages as 
provided by law and for all costs and expenses incurred by Lessor or its 
assigns on account of such default including but not limited to all court 
costs  and reasonable attorney's fees.  Lessee hereby agrees that, in any 
event, it will be liable for any deficiency after any lease or other 
disposition of the Equipment.  The rights afforded Lessor hereunder shall not 
be deemed to be exclusive, but shall be in addition to any rights or remedies 
provided by law.

10.  NET LEASE:

     Except as otherwise specifically provided in this Lease, it is 
understood and agreed that this is a net lease, and that, as between Lessor 
and Lessee, Lessee shall be responsible for all costs and expenses of every 
nature whatsoever arising out of or in connection with or related to this 
Lease or the Equipment (including, but not limited to, equipment inspection, 
tagging, transportation in and out, rigging, manufacturer's approved packing, 
installation, certification costs and disconnect charges).  Lessee hereby 
agrees that in the event that Lessee fails to pay or perform any obligation 
under this Lease, Lessor may, at its option, pay or perform said obligation 
and any payment made or expense incurred by Lessor in connection therewith 
shall become additional rent which shall be due and payable by Lessee upon 
demand.  Lessee acknowledges that Lessor may, from time to time, and at 
Lessee's request, execute and deliver purchase orders pertaining to the 
purchase of equipment to be leased pursuant to this Lease.  Lessee agrees 
that it will indemnify and hold Lessor harmless from and against any and all 
loss, cost, liability and expense that Lessor may incur as a result of the 
execution and delivery of such purchase orders.

11.  ASSIGNMENT:

     Lessee agrees that Lessor may transfer or assign all or any part of 
Lessor's right, title, and interest in, under or to the Equipment and this 
Lease and any or all sums due or to become due pursuant to any of the above, 
to any third party (the "Assignee") for any reason and that the Assignee may 
so re-assign and transfer.  Lessee agrees that upon receipt of written notice 
from Lessor or Assignee of such assignment, Lessee shall perform all of its 
obligations hereunder for the benefit of Assignee and any successor assignee 
and, if so directed, shall pay all sums due or to become due thereunder 
directly to the Assignee or to any other party designated by the Assignee.  
Lessee hereby covenants, represents and warrants as follows and agrees that 
the Assignee and any successor assignee shall be entitled to rely on and 
shall be considered a third party beneficiary of the following covenants, 
representations and warranties: (i) Lessee's obligations hereunder are 
absolute and unconditional and are not subject to any abatement, reduction, 
recoupment, defense, offset or counterclaim available to Lessee for any 
reason whatsoever including operation of law, defect in the Equipment, 
failure of Lessor or Assignee to perform any of its obligations hereunder or 
for any other cause or reason whatsoever, whether similar or dissimilar to 
the foregoing; (ii) Lessee shall not look to Assignee or any successor 
assignee to perform any of Lessor's obligations hereunder; (iii) Lessee will 
not amend or modify this Agreement without the prior written consent of the 
Assignee and any successor assignee; and (iv) Lessee will send a copy to 
Assignee and any successor assignee of each notice which Lessee sends to 
Lessor.

12.  REPRESENTATIONS AND WARRANTIES OF LESSEE:

     Lessee represents and warrants to Lessor and its assigns, as follows:

     1.   The execution, delivery and performance of this Lease has been duly 
authorized and, upon execution by Lessor and Lessee, will constitute a valid 
obligation binding upon and enforceable against Lessee in accordance with its 
terms, subject to laws governing creditors' rights;

     2.   The performance by Lessee will not result in any breach, default or 
violation of, Lessee's certificate of incorporation or by-laws or any 
agreement to which Lessee is a party;

     3.   Lessee is in good standing in its jurisdiction of incorporation and 
in any jurisdiction in which any of the Equipment is to be located; and

     4.   Any and all financial statements or other information with respect 
to Lessee heretofore furnished by Lessee to Lessor was, when furnished, and 
remains at the time of execution of this Lease, true and complete.

     Lessor represents and warrants to Lessee as follows:

     1.   The execution, delivery and performance of this Lease has been duly 
authorized and, upon execution by Lessor and Lessee, will constitute a valid 
obligation binding upon and enforceable against Lessor in accordance with its 
terms, subject to laws governing creditors' rights; and

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     2.   The performance by Lessor will not result in any breach, default or 
violation of, Lessor's certificate of incorporation or by-laws or any 
agreement to which Lessor is a party;

     The foregoing representations and warranties shall survive the 
expiration or termination of this Lease.

13.  END OF LEASE: 

     Provided (i) no Event of Default has occurred and is continuing and (ii) 
Lessee has made all payments in accordance with the Lease, upon written 
notice furnished by Lessee no later than four (4) months prior to the 
expiration of the Initial Term, Lessee shall, with respect to each Equipment 
Schedule elect only such alternatives as may be set forth on the Equipment 
Schedule.

     To the extent that any of such alternatives involves a determination of 
Fair Market Value, the Fair Market Value shall be defined and determined by 
the provisions of this Section. For purposes hereof, Fair Market Value shall 
mean the amount that would obtain in a retail arm's length transaction 
between an informed and willing lessee-buyer in possession and an informed 
and willing lessor-seller. Rental charges previously paid pursuant to the 
applicable Equipment Schedule shall have no effect on the determination of 
Fair Market Value.  Unless otherwise stated in the Equipment Schedule: the 
Fair Market Value for items set forth on the Equipment Schedule which do not 
have a readily ascertainable market value, (including but not limited to 
software, cabling and certain equipment) shall be determined by multiplying 
the Lessor's acquisition cost of such items by a fraction, the numerator of 
which shall be the Fair Market Value of the other items and the denominator 
of which shall be the Lessor's acquisition cost of such other items; and the 
determination of Fair Market Value shall be based upon the assumption that 
all items set forth on the Equipment Schedule or included with the Equipment 
may be transferred to, and used by, a third party user.  In such 
determination, all alternative uses in the hands of each buyer or lessee, 
including, without limitation, the further leasing of the Equipment shall be 
taken into account in making such determination.

     If, on or before a date which is sixty (60) days prior to the expiration 
of the Initial Term, Lessor and Lessee are unable to agree upon a 
determination of the Fair Market Value of the Equipment, the Fair Market 
Value (to be determined in accordance with the definition set forth in this 
Section) shall, upon written request by Lessee therefor, be conclusively 
established not less than thirty (30) days prior to the expiration of the 
Initial Term by an independent appraiser selected by Lessor.  Lessor shall 
notify Lessee of the name and address of said appraiser.  The costs of such 
appraiser shall be paid by Lessee within ten (10) days after receipt of an 
invoice therefor. The Lease, including the obligation to pay monthly rentals, 
shall remain in effect pending the determination of Fair Market Value.

14.   MISCELLANEOUS:

      (a)  During the term of this Lease, Lessee hereby agrees to deliver to 
Lessor or Assignee and any successor assignee a copy of Lessee's monthly 
unaudited financial statements, and the annual financial budget for the 
upcoming year as soon as available and as it may be adjusted during the year. 
 Lessee shall also furnish, as soon as available and in any event within 
ninety (90) days after the last day of Lessee's fiscal year, a copy of 
Lessee's annual audited statements and consolidating and consolidated balance 
sheet, if any, as of the end of such fiscal year, accompanied by the opinion 
of an independent certified public accounting firm of recognized standing.  
The Lessee shall furnish such other financial information as may be 
reasonably requested by Lessor, including but not limited to any material 
changes in budgets or financial reports furnished to the Lessee's Board of 
Directors or Shareholders.

     (b) This Lease constitutes the entire agreement between Lessee and 
Lessor with respect to the Equipment, and except as agreed upon in writing no 
covenant, condition or other term or provision hereof may be waived or 
modified orally.

     (c) All notices hereunder shall be in writing and shall be delivered in 
person or sent by registered or certified mail, postage prepaid, or by 
facsimile transmission (confirmed by registered mail as set forth in this 
section) to the address of the other party as set forth herein or to such 
other address as such party shall have designated by proper notice.

     (d) This Lease shall be binding upon and inure to the benefit of Lessor 
and Lessee and their respective successors and assigns (including any 
subsequent assignee of Assignee).

     (e) If any term or provision of this Lease or the application thereof to 
any person is, to any extent, invalid or unenforceable, the remainder of this 
Lease, or the application of such provision to the person other than those to 
which it is invalid or unenforceable, shall not be affected thereby, and each 
provision of this Lease shall be valid and be enforced to the fullest extent 
permitted by law.

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     (f) No waiver of any of the terms and conditions hereof shall be 
effective unless in writing and signed by the party against whom such waiver 
is sought to be enforced. Any waiver of the terms hereof shall be effective 
only in the specific instance and for the specific purpose given.  The 
subsequent acceptance of rental payments hereunder by Lessor shall not be 
deemed a waiver of any prior existing breach by Lessee regardless of Lessor's 
knowledge of such prior existing breach at the time of acceptance of such 
rental payments.  Where permitted by law, Lessee authorizes any attorney of 
record, Clerk of Court or Prothonotary of any state to appear for and confess 
judgment (a) against Lessee for all amounts as to which Lessee is in default 
under this Agreement and (b) against Lessee in any action for writ of 
replevin or possession of the Equipment.  No bond shall be required.

     (g) Lessor is hereby authorized by Lessee to cause this Lease or other 
instruments, including Uniform Commercial Code Financing Statements to be 
filed or recorded for the purpose of showing Lessor's interest in the 
Equipment and Lessee agrees that Lessor may execute such instruments for and 
on behalf of Lessee.  All filing fees reasonably incurred by Lessor in 
connection therewith and filing fees incurred by Lessor's  assignees in 
perfecting security interests shall be paid by Lessee or reimbursed to Lessor 
by Lessee.


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     (h) No consent or approval provided for herein shall be binding upon 
Lessor unless signed on its behalf by an officer of Lessor.  THIS LEASE AND 
EACH EQUIPMENT SCHEDULE SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF 
CONNECTICUT AND SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF SUCH STATE.  
The Lessee accepts for itself the non-exclusive jurisdiction of any Federal 
or State court of competent jurisdiction in the State of Connecticut in any 
action, suit or proceeding of any kind against it which arises out of or by 
reason of this Lease or any Equipment Schedule.

     (i) Lessee acknowledges that the late payment by Lessee to Lessor of 
monthly rental and other sums due hereunder will cause Lessor harm and to 
incur costs not contemplated by this Lease, the precise amount and severity 
of which will be difficult to ascertain.  Such costs include, but are not 
limited to, administrative, accounting and legal charges which Lessor may 
incur due to such late payment.  Accordingly, if any monthly rent or any 
other sum due from Lessee shall not be received by Lessor or Lessor's 
assignee within twenty (20) days after the same is due, Lessee shall pay to 
Lessor or Lessor's assignee a late charge equal to five per cent (5%) of such 
overdue amount monthly until such overdue amount is paid.  Lessee 
acknowledges that such late charge represents a fair and reasonable estimate 
of the cost Lessor will incur by reason of a late payment by Lessee.  
Acceptance of such late charge by Lessor shall in no event constitute a 
waiver of Lessee's default, if any, with respect to such overdue amounts, nor 
prevent Lessor from exercising any of the other rights and remedies which 
Lessor may have pursuant to this Lease.

     (j) The obligations which Lessee is required to perform during the term 
of this Lease shall survive the expiration or other termination of this Lease.

     (k)  Lessee will promptly execute and deliver to Lessor such further 
documents and assurances and take such further action as Lessor may 
reasonably request in order to effectuate the intent and purpose of this 
Lease and to establish and protect the rights, interests and remedies 
intended to be created in favor of Lessor hereunder, including without 
limitation, the execution and filing of financing statements and continuation 
statements with respect to this Lease, the Equipment and any Equipment 
Schedule.  Lessee authorizes Lessor to effect any such filing and Lessor's 
reasonable expenses (together with the reasonable expenses of Lessor's 
assignees in this regard) shall be payable by Lessee on demand.

LESSOR:                                        LESSEE:

LEASING TECHNOLOGIES INTERNATIONAL, INC.       CONDUCTUS, INC.

BY:_______________________________             BY:____________________________

NAME:_____________________________             NAME:__________________________

TITLE:____________________________             TITLE:_________________________

DATE:_____________________________             DATE:__________________________