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                                                                   EXHIBIT 10.8
   [LOGO]         AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

           STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE -- NET
               (Do not use this form for Multi-Tenant Property.)

1.      BASIC PROVISIONS ("BASIC PROVISIONS")

        1.1     PARTIES: This Lease ("LEASE"), dated for reference purposes
only, as of July 29, 1996, is made by and between Fortune Trade Associates, a
California Limited Partnership ("LESSOR") and Nuko Information Systems, Inc., a
New York Corporation ("LESSEE"), (collectively, the "PARTIES," or individually a
"PARTY").

        1.2     PREMISES: That certain real property, including all
improvements therein or to be provided by Lessor under the terms of this Lease,
and commonly known by the street address of 2391-2395 Oume Drive, San Jose,
California located in the County of Santa Clara, State of California, and
generally described as (describe briefly the nature of the property) a single
story 40,000 square foot free-standing building commonly known as 2391-2395
Qume Drive, San Jose, California ("PREMISES"). (See Paragraph 2 for further
provisions.)

        1.3     TERM: 5 years and 0 months ("ORIGINAL TERM") commencing See
Second Addendum to Lease attached hereto ("COMMENCEMENT DATE") and ending June
30, 2001 ("EXPIRATION DATE"). (See Paragraph 3 for further provisions.)

        1.5     BASE RENT: $25,000.00 per month ("BASE RENT") payable on the
first (1st) day of each month commencing See Second Addendum to Lease attached
hereto (See Paragraph 4 for further provisions.)
[ ] If this box is checked, there are no provisions in this Lease for the Base
Rent to be adjusted.

        1.6     BASE RENT PAID UPON EXECUTION: $  See Second Addendum to Lease
attached hereto as Base Rent for the period July 1, 1996 - July 31, 1996.

        1.7     SECURITY DEPOSIT: $25,000.000 ("SECURITY DEPOSIT"). (See
Paragraph 5 for further provisions.)

        1.8     PERMITTED USE: sales, marketing, manufacturing, research and
development and all other legally permitted uses. (See Paragraph 6 for further
provisions.)

        1.9     INSURING PARTY: Lessor is the "INSURING PARTY" unless otherwise
stated herein. (See Paragraph 8 for further provisions.)

        1.10    REAL ESTATE BROKERS: The following real estate brokers
(collectively, the "BROKERS") and brokerage relationships exist in this
transaction and are consented to by the Parties (check applicable boxes):
Colliers Parrish International, Inc. represents   [ ] Lessor exclusively
("LESSOR'S BROKER"); [X] both Lessor and Lessee, and ___________________
represents [ ] Lessee exclusively ("LESSEE'S BROKER"); [X] both Lessee and
Lessor. (See Paragraph 15 for further provisions.)

        1.12    ADDENDA. Attached hereto is an Addendum or Addenda consisting
of Paragraphs 49 through 55 and Exhibits A, B and C and the Second Addendum to
Lease all of which constitute a part of this Lease.

2.  PREMISES.

        2.1     LETTING. Lessor hereby leases to Lessee, and Lessee hereby
leases from Lessor, the Premises, for the term, at the rental, and upon all of
the terms, covenants and conditions set forth in this Lease. Unless otherwise
provided herein, any statement of square footage set forth in this Lease, or
that may have been used in calculating rental, is an approximation which Lessor
and Lessee agree is reasonable and the rental based thereon is not subject to
revision whether or not the actual square footage is more or less.

        2.2     CONDITION. Lessor shall deliver the Premises to Lessee clean
and free of debris on the Commencement Date and warrants to Lessee that the
existing plumbing, fire sprinkler system, lighting, air conditioning, heating,
electrical, mechanical, ventilation, sewer systems and loading doors, if any,
in the Premises, other than those constructed by Lessee, shall be in good
operating condition on the Commencement Date. If a non-compliance with said
warranty exists as of the Commencement Date, Lessor shall, except as otherwise
provided in this Lease, promptly after receipt of written notice from Lessee
setting forth with specificity the nature and extent of such non-compliance,
rectify same at Lessor's expense. If Lessee does not give Lessor written notice
of a non-compliance with this warranty within thirty (30) days after the
Commencement Date, correction of that non-compliance shall be the obligation of
Lessee at Lessee's sole cost and expense.

        2.3     COMPLIANCE WITH COVENANTS, RESTRICTIONS, AND BUILDING CODE.
Lessor warrants to Lessee that the improvements on the Premises comply with all
applicable covenants or restrictions of record and applicable building codes,
regulations and ordinances in effect on the Commencement Date. Said warranty
does not apply to the use to which Lessee will put the Premises or to any
Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to
be made by Lessee. If the Premises do not comply with said warranty, Lessor
shall, except as otherwise provided in this Lease, promptly after receipt of
written notice from Lessee setting forth with specificity the nature and extent
of such non-compliance, rectify the same at Lessor's expense. If Lessee does not
give Lessor written notice of a non-compliance with this warranty within six (6)
months following the Commencement Date, correction of that non-compliance shall
be the obligation of Lessee at Lessee's sole cost and expense.

        2.4     ACCEPTANCE OF PREMISES. Lessee hereby acknowledges: (a) that it
has been advised by the Brokers to satisfy itself with respect to the condition
of the Premises (including but not limited to the electrical and fire sprinkler
systems, security, environmental aspects, compliance with Applicable Law, as
defined in Paragraph 6.3) and the present and future suitability of the
Premises for Lessee's intended use, and (c) that neither Lessor, nor any of
Lessor's agents, has made any oral or written representations or warranties
with respect to the said matters other than as set forth in this Lease.

        2.5     LESSEE PRIOR OWNER/OCCUPANT. The warranties made by Lessor in
this Paragraph 2 shall be of no force or effect if immediately prior to the date
set forth in Paragraph 1.1 Lessee was the owner or occupant of the Premises. In
such event, Lessee shall, at Lessee's sole cost and expense, correct any
non-compliance of the Premises with said warranties.

3.  TERM.

        3.1     TERM. The Commencement Date, Expiration Date and Original Term
of this Lease are as specified in Paragraph 1.3.

        3.2     EARLY POSSESSION. If Lessee totally or partially occupies the
Premises prior to the Commencement Date, the obligation to pay Base Rent shall
be abated for the period of such early possession. All other terms of this
Lease, however, (including but not limited to the obligations to pay Real
Property Taxes and insurance premiums and to maintain the Premises) shall be in
effect during such period. Any such early possession shall not affect nor
advance the Expiration Date of the Original Term.

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(C) 1990 - American Industrial Real Estate Association       FORM 204N-R-12/91
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        3.31    DELAY IN POSSESSION.   If for any reason Lessor cannot deliver
possession of the Premises to Lessee as agreed herein by the Early Possession
Date, if one is specified in Paragraph 1.4, or, if no Early Possession Date is
specified, by the Commencement Date, Lessor shall not be subject to any
liability therefor, nor shall such failure affect the validity of this Lease, or
the obligations of Lessee hereunder, or extend the term hereof, but in such
case, Lessee shall not, except as otherwise provided herein, be obligated to pay
rent or perform any other obligation of Lessee under the terms of this Lease
until Lessor delivers possession of the Premises to Lessee. If possession of the
Premises is not delivered to Lessee within sixty (60) days after the
Commencement Date, Lessee may, at its own option, by notice in writing to Lessor
cancel this Lease, in which event the Parties shall be discharged from all
obligations hereunder; Except as may be otherwise provided, and regardless of
when the term actually commences, if possession is not tendered to Lessee when
required by this Lease and Lessee does not terminate this Lease, as aforesaid,
the period free of the obligation to pay Base Rent, if any, that Lessee would
otherwise have enjoyed shall run from the date of delivery of possession and
continue for a period equal to what Lessee would otherwise have enjoyed under
the terms hereof, but minus any days or delay caused by the acts, changes or
omissions of Lessee.

4.      RENT.

        4.1     BASE RENT.    Lessee shall cause payment of Base Rent and other
rent or charges, to be received by Lessor in lawful money of the United States,
without offset or deduction, on or before the day on which it is due under the
terms of this Lease. Base Rent and all other rent and charges for any period
during the term hereof which is for less than one (1) full calendar month shall
be prorated based upon the actual number of days of the calendar month involved.
Payment of Base Rent and other charges shall be made to Lessor at its address
stated herein or to such other persons or at such other addresses as Lessor may
from time to time designate in writing to Lessee.

        5.      SECURITY DEPOSIT.       Lessee shall deposit with Lessor upon
execution hereof the Security Deposit set forth in Paragraph 1.7 as security for
Lessee's faithful performance of Lessee's obligations under this Lease. If
Lessee fails to pay Base Rent or other rent or charges due hereunder, or
otherwise Defaults under this Lease (as defined in Paragraph 13.1), Lessor may
use, apply or retain all or any portion of said Security Deposit for the payment
of any amount due Lessor or to reimburse or compensate Lessor for any liability,
cost, expense, loss or damage (including reasonable attorneys' fees) which
Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or
any portion of said Security Deposit, Lessee shall within ten (10) days after
written request therefor deposit moneys with Lessor sufficient to restore said
Security Deposit to the full amount required by this Lease. Any time the Base
Rent increases during the term of this Lease, Lessee shall, upon written request
from Lessor, deposit additional moneys with Lessor sufficient to maintain the
same ratio between the Security Deposit and the Base Rent as those amounts are
specified in the Basic Provisions. Lessor shall not be required to keep all or
any part of the Security Deposit separate from its general accounts. Lessor
shall, at the expiration or earlier termination of the term hereof and after
Lessee has vacated the Premises, return to Lessee [(or, at Lessor's option, to
the last assignee, if any, of Lessee's interest herein),] that portion of the
Security Deposit not used or applied by Lessor. Unless otherwise expressly
agreed in writing by Lessor, no part of the Security Deposit shall be considered
to be held in trust, to bear interest or other increment for its use, or to be
prepayment for any moneys to be paid by Lessee under this Lease.

6.      USE.

        6.1     USE.    Lessee shall use and occupy the Premises only for the
purposes set forth in Paragraph 1.8, or any other use which is comparable
thereto, and for no other purpose. Lessee shall not use or permit the use of
the Premises in a manner that creates waste or a nuisance, or that disturbs
owners and/or occupants of, or causes damage to, neighboring premises or
properties. Lessor hereby agrees to not unreasonably withhold or delay its
consent to any written request by Lessee, Lessees assignees or subtenants, and
by prospective assignees and subtenants of the Lessee, its assignees and
subtenants, for a modification of said permitted purpose for which the premises
may be used or occupied, so long as the same will not impair the structural
integrity of the improvements on the Premises, the mechanical or electrical
systems therein, is not significantly more burdensome to the Premises and the
improvements thereon, and is otherwise permissible pursuant to this Paragraph
6. If Lessor elects to withhold such consent, Lessor shall within five (5)
business days give a written notification of same, which notice shall include
an explanation of Lessor's reasonable objections to the change in use.

        6.2     HAZARDOUS SUBSTANCES.

                (a)     REPORTABLE USES REQUIRE CONSENT. The term "HAZARDOUS
SUBSTANCE" as used in this Lease shall mean any product, substance, chemical,
material or waste whose presence, nature, quantity and/or intensity of
existence, use, manufacture, disposal, transportation, spill, release or effect,
either by itself or in combination with other materials expected to be on the
Premises, is either: (i) potentially injurious to the public health, safety or
welfare, the environment or the Premises, (ii) regulated or monitored by any
governmental authority, or (iii) a basis for liability of Lessor to any
governmental agency or third party under any applicable statute or common law
theory. Hazardous Substance shall include, but not be limited to, hydrocarbons,
petroleum, gasoline, crude oil or any products, by-products or fractions
thereof. Lessee shall not engage in any activity in, on or about the Premises
which constitutes a Reportable Use (as hereinafter defined) of Hazardous
Substances without the express prior written consent of Lessor and compliance in
a timely manner (at Lessee's sole cost and expense) with all Applicable Law (as
defined in paragraph 6.3). "REPORTABLE USE" shall mean (i) the installation or
use of any above or below ground storage tank, (ii) the generation, possession,
storage, use, transportation, or disposal of a Hazardous Substance that requires
a permit from, or with respect to which a report, notice, registration or
business plan is required to be filed with, any governmental authority.
Notwithstanding the foregoing, Lessee may, without Lessor's prior consent, but
in compliance with all Applicable Law, use any ordinary and customary materials
reasonably required to be used by Lessee in the normal course of Lessee's
business permitted on the Premises, so long as such use is not a Reportable Use
and does not expose the Premises or neighboring properties to any meaningful
risk of contamination or damage or expose Lessor to any liability therefor.

                (b)     DUTY TO INFORM LESSOR. If Lessee knows, or has
reasonable cause to believe, that a Hazardous Substance, or a condition
involving or resulting from same, has come to be located in, on, under or about
the Premises, other than as previously consented to by Lessor, Lessee shall
immediately give written notice of such fact to Lessor. lessee shall also
immediately give Lessor a copy of any statement, report, notice, registration,
application, permit, business plan, license, claim, action or proceeding given
to, or received from, any governmental authority or private party, or persons
entering or occupying the Premises, concerning the presence, spill, release,
discharge of, or exposure to, any Hazardous Substance or contamination in, on,
or about the Premises, including but not limited to all such documents as may
be involved in any Reportable Uses involving the Premises.

                (c)     INDEMNIFICATION. Lessee shall indemnify, protect, defend
and hold Lessor, its agents, employees, lenders and ground lessor, if any, and
protect the Premises, from and against any and all damages, liabilities,
judgments, costs, claims, liens, expenses, penalties, permits and reasonable
attorney's and consultant's fees arising out of or involving any Hazardous
Substance or storage tank brought onto the Premises by or for Lessee. Lessee's
obligations under this Paragraph 6 shall include, but not be limited to, the
effects of any contamination or injury to person, property or the environment
created or suffered by Lessee, and the cost of investigation (including
consultant's and attorney's fees and testing), removal, remediation, restoration
and/or abatement thereof, or of any contamination therein involved, and shall
survive the expiration or earlier termination of this Lease. No termination,
cancellation or release agreement entered into by Lessor and Lessee shall
release Lessee from its obligations under this Lease with respect to Hazardous
Substances or storage tanks, unless specifically so agreed by Lessor in writing
at the time of such agreement.

        6.3     LESSEE'S COMPLIANCE WITH LAW.   Except as otherwise provided in
this Lease, Lessee, shall, at Lessee's sole cost and expense, fully, diligently
and in a timely manner, comply with all "APPLICABLE LAW," which term is used in
this Lease to include all laws, rules, regulations, ordinances, directives,
covenants, easements and restrictions of record, permits, the requirements of
any applicable fire insurance underwriter or rating bureau, relating in any
manner to the Premises (including but not limited to matters pertaining to (i)
industrial hygiene, now in effect or which may hereafter come into effect, and
whether or not reflecting a change in policy from any previously existing
policy. Lessee shall, within five (5) days after receipt of Lessor's written
request, provide Lessor with copies of all documents and information, including,
but not limited to, permits, registrations, manifests, applications, reports and
certificates, evidencing Lessee's compliance with any Applicable Law specified
by Lessor, and shall immediately upon receipt, notify Lessor in writing (with
copies of any documents involved) of any threatened or actual claim, notice,
citation, warning, complaint or report pertaining to or involving failure by
Lessee or the Premises to comply with any Applicable Law.

        6.4     INSPECTION; COMPLIANCE.  Lessor and Lessor's Lender(s) (as
defined in Paragraph 8.3(a)) shall have the right to enter the Premises at any
time, in the case of an emergency, and otherwise at reasonable times, for the
purpose of inspecting the condition of the Premises and for verifying compliance
by Lessee with this Lease and all Applicable Laws (as defined in Paragraph 6.3),
and to employ experts and/or consultants in connection therewith and/or to
advise Lessor with respect to Lessee's activities, including but not limited to
the installation, operation, use, monitoring, maintenance, or removal of any
Hazardous Substance or storage tank on or from the Premises. The costs and
expenses of any such inspections shall be paid by the party requesting same,
unless a contamination, caused by Lessee or its subtenants (excluding the
"Tenants" (as defined herein) is found to exist or be imminent, or unless the
inspection is requested or ordered by a governmental authority as the result of
any such contamination. In any such case, Lessee shall upon request reimburse
Lessor or Lessor's Lender, as the case may be, for the costs and expenses of
such inspections.

7.      MAINTENANCE; REPAIRS; UTILITY INSTALLATIONS; TRADE FIXTURES AND
        ALTERATIONS.

        7.1     LESSEE'S OBLIGATIONS.
                (a) Subject to the provisions of Paragraphs 2.2 (Lessor's
warranty as to condition), 2.3 (Lessor's warranty as to compliance with
covenants, etc),
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7.2 (Lessor's obligations to repair), 9 (damage and destruction), and 14
(condemnation), Lessee shall, at Lessee's sole cost and expense and at all
times, keep the Premises and every part thereof in good order, condition and
repair, structural and non-structural (whether or not such portion of the
Premises requiring repairs, or the means of repairing the same, are reasonably
or readily, accessible to Lessee, and whether or not the need for such repairs
occurs as a result of Lessee's use, any prior use, the elements or the age of
such portion of the Premises), including, without limiting the generality of the
foregoing, all equipment or facilities serving the Premises, such as plumbing,
heating, air conditioning, ventilating, electrical, lighting facilities, boilers
fired or unfired pressure vessels, fire sprinkler and/or standpipe and hose or
other automatic fire extinguishing system, including fire alarm and/or smoke
detection systems and equipment, fire hydrants, fixtures, walls (interior and
exterior), foundations, ceilings, roofs, floors, windows, doors, plate glass,
skylights landscaping, driveways, parking lots, fences, retaining walls, signs,
sidewalks and parkways located in, on, about, or adjacent to the Premises.
Lessee, in keeping the Premises in good order, condition and repair, shall
exercise and perform good maintenance practices. Lessee's obligations shall
include restorations, replacements or renewals when necessary to keep the
Premises and all improvements thereon or a part thereof in good order, condition
and state of repair.  If Lessee occupies the Premises for seven (7) years or
more, Lessor may require Lessee to repaint the exterior of the buildings on the
Premises as reasonably required, but not more frequently than once every seven
(7) years.

                (b)  Lessee shall, at Lessee's sole cost and expense, procure
and maintain contracts, with copies to Lessor, in customary form and substance
for, and with contractors specializing and experienced in, the inspection,
maintenance and service of the following equipment and improvements, if any,
located on the Premises: (i) heating, air conditioning and ventilation
equipment, (ii) boiler, fired or unfired pressure vessels, (iii) fire sprinkler
and/or standpipe and hose or other automatic fire extinguishing systems,
including fire alarm and/or smoke detection, (iv) landscaping and irrigation
systems, (v) roof covering and drain maintenance and (vi) asphalt and parking
lot maintenance.

        7.2     LESSOR'S OBLIGATIONS.  Except for the warranties and agreements
of Lessor contained in Paragraphs 2.2 (relating to condition of the Premises),
2.3 (relating to compliance with covenants, restrictions and building code), 9
(relating to destruction of the Premises) and 14 (relating to condemnation of
the Premises), it is intended by the Parties hereto that Lessor have no
obligation, in any manner whatsoever, to repair and maintain the Premises, the
improvements located thereon, or the equipment therein, whether structural or
non structural, all of which obligations are intended to be that of the Lessee
under Paragraph 7.1 hereof.  It is the intention of the Parties that the terms
of this Lease govern the respective obligations of the Parties as to
maintenance and repair of the Premises.  Lessee and Lessor expressly waive the
benefit of any statute now or hereafter in effect to the extent it is
inconsistent with the terms of this Lease with respect to, or which affords
Lessee the right to make repairs at the expense of Lessor or to terminate this
Lease by reason of any needed repairs.

        7.3     UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS.

                (a)     DEFINITIONS; CONSENT REQUIRED.  The term "UTILITY
INSTALLATIONS" is used in this Lease to refer to all carpeting, window
coverings, air lines, power panels, electrical distribution, security, fire
protection systems, communication systems, lighting fixtures, heating,
ventilating, and air conditioning equipment, plumbing, and fencing in, on or
about the Premises.  The term "TRADE FIXTURES" shall mean Lessees' machinery and
equipment that can be removed without doing material damage to the Premises. The
term "ALTERATIONS" shall mean any modification of the improvements on the
Premises from that which are provided by Lessor under the terms of this Lease,
other than Utility Installations or Trade Fixtures, whether by addition or
deletion.  "LESSEE OWNED ALTERATIONS AND/OR UTILITY INSTALLATIONS" are defined
as Alterations and/or Utility Installations made by lessee that are not yet
owned by Lessor as defined in Paragraph 7.4(a).  Lessee shall not make any
Alterations or Utility Installations in, or, under or about the Premises without
Lessor's prior written consent.  Lessee may, however, make non-structural
Utility Installations and Alterations to the interior of the Premises (excluding
the roof) for a single project, as long as they are not visible from the
outside, do not involve puncturing, relocating or removing the roof or any
existing exterior walls, and the cumulative cost thereof during the term of this
Lease as extended does not exceed $100,000.

                (b)  CONSENT.  Any Alterations or Utility Installations that
Lessee shall desire to make and which require the consent of the Lessor shall
be presented to Lessor in written form with proposed detailed plans.  All
consents given by Lessor, whether by virtue of Paragraph 7.3(a) or by
subsequent specific consent, shall be deemed conditioned upon: (i) Lessee's
acquiring all applicable permits required by governmental authorities, (ii) the
furnishing of copies of such permits together with a copy of the plans and
specifications for the Alteration or Utility Installation to Lessor prior to
commencement of the work thereon, and (iii) the compliance by Lessee with all
conditions of said permits in a prompt and expeditious manner.  Any Alterations
or Utility Installations by Lessee during the term of this Lease shall be done
in a good and workmanlike manner, with good and sufficient materials, and in
compliance with all Applicable Law.  Lessee shall promptly upon completion
thereof furnish Lessor with as-built plans and specifications therefor.
Lessor may (but without obligation to do so) condition its consent to any
requested Alteration or Utility Installation that costs $50,000 or more upon
Lessee's providing Lessor with a lien and completion bond in an amount equal to
one and one-half times the estimated cost of such Alteration or Utility
Installation.

                (c)  INDEMNIFICATION.  Lessee shall pay, when due, all claims
for labor or materials furnished or alleged to have been furnished to or for
Lessee at or for use on the Premises, which claims are or may be secured by any
mechanics' or materialmen's lien against the Premises or any interest
therein.  Lessee shall give Lessor not less than ten (10) days' notice prior to
the commencement of any work in, on or about the Premises, and Lessor shall
have the right to post notices of non-responsibility in or on the Premises as
provided by law.  If Lessee shall, in good faith, contest the validity of any
such lien, claim or demand, then Lessee shall, at its sole expense defend and
protect itself, Lessor and the Premises against the same and shall pay and
satisfy any such adverse judgement that may be rendered thereon before the
enforcement thereof against the Lessor or the Premises.  If Lessor shall
require, Lessee shall furnish to Lessor a surety bond satisfactory to Lessor in
an amount equal to one and one-half times the amount of such contested lien
claim or demand, indemnifying Lessor against liability for the same, as required
by law for the holding of the Premises free from the effect of such lien or
claim.

        7.4     OWNERSHIP; REMOVAL; SURRENDER; AND RESTORATION.

                (a)  OWNERSHIP.  Subject to Lessor's right to require their
removal all Alterations and Utility Additions made to the Premises by Lessee
shall be the property of and owned by Lessee.

                (b)  REMOVAL.  Unless otherwise agreed in writing, Lessor may
require that any or all Lessee Owned Alterations or Utility Installations be
removed by the expiration or earlier termination of this Lease, notwithstanding
their installation may have been consented to by Lessor. Lessor may require the
removal at any time of all or any part of any Lessee Owned Alterations or
Utility Installations made without the required consent of Lessor.

                (c)  SURRENDER/RESTORATION. Lessee shall surrender the Premises
by the end of the last day of the Lease term or any earlier termination date,
with all of the improvements, parts and surfaces thereof clean and free of
debris and in good operating order, condition and state of repair, ordinary wear
and tear excepted. "ORDINARY WEAR AND TEAR" shall not include any damage or
deterioration that would have been prevented by good maintenance practice or by
Lessee performing all of its obligations under this Lease. Except as otherwise
agreed or specified in writing by Lessor, the Premises, as surrendered, shall
include the Utility Installations. The obligation of Lessee shall include the
repair of any damage occasioned by the installation, maintenance or removal of
Lessee's Trade Fixtures, furnishings, equipment and Alterations and/or Utility
Installations, as well as the removal of any storage tank installed by or for
Lessee, Lessee's Trade Fixtures shall remain the property of Lessee and shall be
removed by Lessee subject to its obligation to repair and restore the Premises
per this Lease.

8.      INSURANCE; INDEMNITY

        8.1     PAYMENT FOR INSURANCE.  Regardless of whether the Lessor or
Lessee is the Insuring Party, Lessee shall pay for all insurance required under
this Paragraph 8 except to the extent of the cost attributable to liability
insurance carried by Lessor in excess of $1,000,000 per occurrence. premiums for
policy periods commencing prior to or extending beyond the Lease term shall be
prorated to correspond to the Lease term. Payment shall be made by Lessee to
Lessor within ten (10) business days following receipt of an invoice for any
amount due.

        8.2     LIABILITY INSURANCE.

                (a)  CARRIED BY LESSEE. Lessee shall obtain and keep in force
during the term of this Lease a Commercial General Liability policy of
insurance protecting Lessee and Lessor (as an additional insured) against
claims for bodily injury, personal injury and property damage based upon,
involving or arising out of the ownership, use, occupancy or maintenance of the
Premises and all areas appurtenant thereto. Such insurance shall be on an
occurrence basis providing single limit coverage in an amount not less than
$1,000,000 per occurrence with an "Additional Insured-Managers or Lessors of
Premises" Endorsement and contain the "Amendment of the Pollution Exclusion"
for damage caused by heat, smoke or fumes from a hostile fire. The policy shall
not contain any intra-insured exclusions as between insured persons or
organizations, but shall include coverage for liability assumed under this
Lease as an "insured contract" for the performance of Lessee's indemnity
obligations under this Lease. The limits of said insurance required by this
Lease or as an "insured contract" for the performance of Lessee's indemnity
obligations under this Lease. The limits of said insurance required by this
Lease or as carried by Lessee shall not, however, limit the liability of Lessee
nor relieve Lessee of any obligation hereunder. All insurance to be carried by
Lessee shall be primary to and not contributory with any similar insurance
carried by Lessor, whose insurance shall be considered excess insurance only.

                (b)  CARRIED BY LESSOR. In the event Lessor is the Insuring
Party, Lessor shall also maintain liability insurance described in Paragraph
8.2(a), above, in addition to, and not in lieu of, the insurance required to be
maintained by Lessee. Lessee shall not be named as an additional insured
therein.



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        8.3     PROPERTY INSURANCE - BUILDING, IMPROVEMENTS AND RENTAL VALUE.

                (a) BUILDING AND IMPROVEMENTS.  The Insuring Party shall obtain
and keep in force during the term of this Lease a policy or policies in the name
of Lessor, with loss payable to Lessor and to the holders of any mortgages,
deeds of trust or ground leases on the Premises ("LENDER(S)"), insuring loss or
damage to the Premises. The amount of such insurance shall be equal to the full
replacement cost of the Premises. If Lessor is the Insuring Party, however,
Lessee Owned Alterations and Utility Installations shall be insured by Lessee
under Paragraph 8.4 rather than by Lessor. If the coverage is available and
commercially appropriate, such policy or policies shall insure against all risks
of direct physical loss or damage (except the perils of flood and/or earthquake
unless required by a Lender), including coverage for any additional costs
resulting from debris removal and reasonable amounts of coverage for the
enforcement of any ordinance or law regulating the reconstruction or replacement
of any undamaged sections of the Premises required to be demolished or removed
by reason of the enforcement of any building, zoning, safety or land use laws as
the result of a covered cause of loss. Said policy or policies shall also
contain an agreed valuation provision in lieu of any coinsurance clause, waiver
of subrogation, and inflation guard protection causing an increase in the annual
property insurance coverage amount by a factor not less than adjusted U.S.
Department of Labor Consumer Price Index for All Urban Consumers for the city
nearest to where the Premises are located. If such insurance coverage has a
deductible clause, the deductible amount shall not exceed $1,000 per occurrence,
and Lessee shall be liable for such deductible amount in the event of an Insured
Loss, as defined in Paragraph 9.1(c).

                (b) RENTAL VALUE. The Insuring Party shall, in addition, obtain
and keep in force during the term of this Lease a policy or policies in the name
of Lessor, with loss payable to Lessor and Lender(s), insuring the loss of the
full rental and other charges payable by Lessee to Lessor under this Lease for
one (1) year (including all real estate taxes, insurance costs, and any
scheduled rental increases). Said insurance shall provide that in the event the
lease is terminated by reason of an insured loss, the period of indemnity for
such coverage shall be extended beyond the date of the completion of repairs or
replacement of the Premises, to provide for one full year's loss of rental
revenues from the date of any such loss. Said insurance shall contain an agreed
valuation provision in lieu of any coinsurance clause, and the amount of
coverage shall be adjusted annually to reflect the projected rental income,
property taxes, insurance premium costs and other expenses, if any, otherwise
payable by Lessee, for the next twelve (12) month period. Lessee shall be liable
for any deductible amount in the event of such loss not to exceed $1,000 per
occurrence.

                (d) TENANT'S IMPROVEMENTS. If the Lessor is the Insuring Party,
the Lessor shall not be required to insure Lessee Owned Alterations and Utility
Installations unless the item in question has become the property of Lessor
under the terms of this Lease. If Lessee is the Insuring Party, the policy
carried by Lessee under this Paragraph 8.3 shall insure Lessee Owned Alterations
and Utility Installations.

        8.4     LESSEE'S PROPERTY INSURANCE. Subject to the requirements of
Paragraph 8.5, Lessee at its cost shall either by separate policy or, at
Lessor's option, by endorsement to a policy already carried, maintain insurance
coverage on all of Lessee's personal property, Lessee Owned Alterations and
Utility Installations in, on, or about the Premises similar in coverage to that
carried by the Insuring Party under Paragraph 8.3. Such insurance shall be full
replacement cost coverage with a deductible of not to exceed $1,000 per
occurrence. Lessee shall be the Insuring Party with respect to the insurance
required by this Paragraph 8.4 and shall provide Lessor with written evidence
that such insurance is in force.

        8.5     INSURANCE POLICIES. Insurance required hereunder shall be in
companies duly licensed to transact business in the state where the Premises are
located, and maintaining during the policy term a "General Policyholders Rating"
of at least B+, V, or such other rating as may be required by a Lender having a
lien on the Premises, as set forth in the most current issue of "Best's
Insurance Guide." Lessee shall not do or permit to be done anything which shall
invalidate the insurance policies referred to in this Paragraph 8. If Lessee is
the Insuring Party, Lessee shall cause to be delivered to Lessor certified
copies of polices of such insurance or certificates evidencing the existence and
amounts of such insurance with the Insureds and loss payable clauses as required
by this Lease. No such policy shall be cancellable or subject to modification
except after thirty (30) days prior written notice to Lessor. Lessee shall at
least thirty (30) days prior to the expiration of such policies, furnish Lessor
with evidence of renewals or "insurance binders" evidencing renewal thereof, or
Lessor may order such insurance and charge the cost thereof to Lessee, which
amount shall be payable by Lessee to Lessor upon demand. If the Insuring Party
shall fail to procure and maintain the insurance required to be carried by the
Insuring Party under this Paragraph 8, the other Party may, but shall not be
required to, procure and maintain the same, but at Insuring Party's expense.

        8.6     WAIVER OF SUBROGATION. Notwithstanding anything to the contrary
in this Lease: Lessee and Lessor ("WAIVING PARTY") each hereby release and
relieve the other, and waive their entire right to recover damages (whether in
contract or in tort) against the other, for loss or damage to the Waiving
Party's property arising out of or incident to the perils required to be insured
against under Paragraph 8. The effect of such releases and waivers of the right
to recover damages shall not be limited by the amount of insurance carried or
required, or by any deductibles applicable thereto.

        8.7     INDEMNITY. Except for Lessor's negligence and/or breach of
express warranties, Lessee shall indemnify, protect, defend and hold harmless
the Premises, Lessor and its agents, Lessor's master or ground lessor, partners
and Lenders, and protects the Premises from and against any and all claims, loss
of rents and/or damages, costs, liens, judgments, penalties, permits, attorney's
and consultant's fees, expenses and/or liabilities arising out of, involving, or
in dealing with, the occupancy of the Premises by Lessee, the conduct of
Lessee's business, any act, omission or neglect of Lessee, its agents,
contractors, employees or invitees, and out of any Default or Breach by Lessee
in the performance in a reasonably required manner of any obligation on Lessee's
part to be performed under this Lease. The foregoing shall include, but not be
limited to, the defense or pursuit of any claim or any action or proceeding
involved therein, and whether or not (in the case of claims made against Lessor)
litigated and/or reduced to judgment, and whether well founded or not. In case
any action or proceeding be brought against Lessor by reason of any of the
foregoing matters, Lessee upon notice from Lessor shall defend the same at
Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall
cooperate with Lessee in such defense.

        8.8     EXEMPTION OF LESSOR FROM LIABILITY. Lessor shall not be liable
for injury or damage to the person or goods, wares, merchandise or other
property of Lessee, Lessee's employees, contractors, invitees, customers, or any
other person in or about the Premises, whether such damage or injury is caused
by or results from fire, steam, electricity, gas, water or rain, or from the
breakage, leakage, obstruction or other defects of pipes, fire sprinklers,
wires, appliances, plumbing, air conditioning or lighting fixtures, or from any
other cause, whether the said injury or damage results from conditions arising
upon the Premises or upon other portions of the building of which the Premises
are a part, or from other sources or places, and regardless of whether the cause
of such damage or injury or the means of repairing the same is accessible or
not. Lessor shall not be liable for any damages arising from any act or neglect
of any other tenant of Lessor.  Lessor shall under no circumstances be liable
for injury to Lessee's business or for any loss of income or profit therefrom.

9.      DAMAGE OR DESTRUCTION.

        9.1     DEFINITIONS.

                (a) "PREMISES PARTIAL DAMAGE" shall mean damage or destruction
to the improvements on the Premises, other than Lessee Owned Alterations and
Utility Installations, the repair cost of which damage or destruction is less
than 50% of the then Replacement Cost of the Premises immediately prior to such
damage or destruction, excluding from such calculation the value of the land and
Lessee Owned Alterations and Utility Installations.

                (b) "PREMISES TOTAL DESTRUCTION" shall mean damage or
destruction to the Premises, other than Lessee Owned Alterations and Utility
Installations the repair cost of which damage or destruction is 50% or more of
the then Replacement Cost of the Premises immediately prior to such damage or
destruction, excluding from such calculation the value of the land and Lessee
Owned Alterations and Utility Installations.

                (c) "INSURED LOSS" shall mean damage or destruction to
improvements on the Premises, other than Lessee Owned Alterations and Utility
Installations, which was caused by an event required to be covered by the
insurance described in Paragraph 8.3(a), irrespective of any deductible amounts
or coverage limits involved.

                (d) "REPLACEMENT COST" shall mean the cost to repair or rebuild
the improvements owned by Lessor at the time of the occurrence to their
condition existing immediately prior thereto, including demolition, debris
removal and upgrading required by the operation of applicable building codes,
ordinances or laws, and without deduction for depreciation.

        9.2     PARTIAL DAMAGE - INSURED LOSS. If a Premises Partial Damage that
is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such
damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility
Installations) as soon as reasonably possible and this Lease shall continue in
full force and effect. Notwithstanding the foregoing, if the required
insurance was not in force or the insurance proceeds are not sufficient to
effect such repair, the Insuring Party shall promptly contribute the shortage in
proceeds (except as to the deductible which is Lessor's responsibility) as and
when required to complete said repairs. In the event, however, the shortage in
proceeds was due to the fact that, by reason of the unique nature of the
improvements, full replacement cost insurance coverage was not commercially
reasonable and available, Lessor shall have no obligation to pay for the
shortage in insurance proceeds or to fully restore the unique aspects of the
Premises unless Lessee provides Lessor with the funds to cover same, or adequate
assurance thereof, within ten (10) days following receipt of written notice of
such shortage and request therefor. If Lessor receives said funds or adequate
assurance thereof, within said ten (10) day period, the party responsible for
making the repairs shall complete them as soon as reasonably possible and this
Lease shall remain in full force and effect. If Lessor does not receive such
funds or assurance within said period, Lessor may nevertheless elect by written
notice to Lessee within ten (10) days thereafter to make such restoration and
repair as is commercially reasonable with Lessor paying any shortage in
proceeds, in which case this Lease shall remain in full force and effect or
Lessor shall restore the Premises to the extent of the insurance proceeds
received.  Unless otherwise agreed, Lessee shall in no event have any right to
reimbursement from Lessor for



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<PAGE>   5
any funds contributed by Lessee to repair any such damage or destruction.
Premises Partial Damage due to flood or earthquake shall be subject to
paragraph 9.3 rather than Paragraph 9.2, notwithstanding that there may be some
insurance coverage, but the net proceeds of any such insurance shall be made
available for the repairs if made by either Party.

        9.3  PARTIAL DAMAGE - UNINSURED LOSS. If a Premises Partial Damage that
is not an insured Loss occurs, Lessor may at Lessor's option, either: (i) repair
such damage as soon as reasonably possible at Lessor's expense, in which event
this lease shall continue in full force and effect, or (ii) give written notice
to Lessee within thirty (30) days after receipt by Lessor of knowledge of the
occurrence of such damage of Lessor's desire to terminate this Lease as of the
date sixty (60) days following the giving of such notice. In the event Lessor
elects to give such notice of Lessor's intention to terminate this Lease, Lessee
shall have the right within ten (10) days after the receipt of such notice to
give written notice to Lessor of Lessee's commitment to pay for the repair of
such damage totally at Lessee's expense and without reimbursement from Lessor.
Lessee shall provide Lessor with the required funds or satisfactory assurance
thereof within thirty (30) days following Lessee's said commitment. In such
event this Lease shall continue in full force and effect, and Lessor shall
proceed to make such repairs as soon as reasonably possible and the required
funds are available. If Lessee does not give such notice and provide the funds
or assurance thereof within the times specified above, this Lease shall
terminate as of the date specified in Lessor's notice of termination.

        9.4 TOTAL DESTRUCTION. Notwithstanding any other provision hereof, if a
Premises Total Destruction occurs (including any destruction required by any
authorized public authority), this Lease shall terminate sixty (60) days
following the date of such Premises Total Destruction, whether or not the damage
or destruction is an Insured Loss or was caused by a negligent or willful act of
Lessee.

        9.5 DAMAGE NEAR END OF TERM. If at any time during the last six (6)
months of the term of this Lease there is damage for which the cost to repair
exceeds one (1) month's Base Rent, whether or not an Insured Loss, Lessor may,
at Lessor's option, terminate this Lease effective sixty (60) days following the
date of occurrence of such damage by giving written notice to Lessee of Lessor's
election to do so within thirty (30) days after the date of occurrence of such
damage. Provided, however, if Lessee has an exercisable option to extend this
Lease or to purchase the Premises, then Lessee may preserve this Lease by,
within twenty (20) days following Lessor's notice, or before the expiration of
the time provided in such option for its exercise, whichever is earlier
("Exercise Period"), (i) exercising such option. If Lessee duly exercises such
option during said Exercise Period Lessor shall, at Lessor's expense repair such
damage as soon as reasonably possible and this Lease shall continue in full
force and effect. If Lessee fails to exercise such option and provide such funds
or assurance during said Exercise Period, then Lessor may at Lessor's option
terminate this Lease as of the expiration of said sixty (60) day period
following the occurrence of such damage by giving written notice to Lessee of
Lessor's election to do so within ten (10) days after the expiration of the
Exercise Period, notwithstanding any term or provision in the grant of option to
the contrary.

        9.6 ABATEMENT OF RENT; LESSEE'S REMEDIES.

                (a) In the event of damage described in Paragraph 9.2 (Partial
Damage - Insured), whether or not Lessor or Lessee repairs or restores the
Premises, the Base Rent, Real Property Taxes, insurance premiums, and other
charges, if any, payable by Lessee hereunder for the period during which such
damage, its repair or the restoration continues (not to exceed the period for
which rental value insurance is required under Paragraph 8.3(b), shall be abated
in proportion to the degree to which Lessee's use of the Premises is impaired.
Except for abatement of Base Rent, Real Property Taxes, insurance premiums, and
other charges, if any, as aforesaid, all other obligations of Lessee hereunder
shall be preformed by Lessee, and Lessee shall have no claim against Lessor for
any damage suffered by reason of any such repair or restoration.

                (b) If Lessor shall be obligated to repair or restore the
Premises under the provisions of this Paragraph 9 and shall not commence, in a
substantial and meaningful way, the repair or restoration of the Premises within
ninety (90) days after such obligation shall accrue, Lessee may, at any time
prior to the commencement of such repair or restoration, give written notice to
Lessor and to any Lenders of which Lessee has actual notice of Lessee's election
to terminate this Lease on a date not less than sixty (60) days following the
giving of such notice. If Lessee gives such notice to Lessor and such Lenders
and such repair or restoration is not commenced within thirty (30) days after
receipt of such notice, this Lease shall terminate as of the date specified in
said notice. If Lessor or a Lender commences the repair or restoration of the
Premises within thirty (30) days after receipt of such notice, this Lease shall
continue in full force and effect. "Commence" as used in this Paragraph shall
mean either the unconditional authorization of the preparation of the required
plans, or the beginning of the actual work on the Premises, whichever first
occurs.

        9.8 TERMINATION--ADVANCE PAYMENTS. Upon termination of this Lease
pursuant to this Paragraph 9, an equitable adjustment shall be made concerning
advance Base Rent and any other advance payments made by Lessee to Lessor.
Lessor shall, in addition, return to Lessee so much of Lessee's Security
Deposit as has not been, or is not then required to be, used by Lessor under
the terms of this Lease.

        9.9 WAIVE STATUTES. Lessor and Lessee agree that the terms of this
Lease shall govern the effect of any damage to or destruction of the Premises
with respect to the termination of this Lease and hereby waive the provisions
of any present or future statute to the extent inconsistent herewith.

10. REAL PROPERTY TAXES.

        10.1    (a) PAYMENT OF TAXES. Lessee shall pay the Real Property Taxes,
as defined in paragraph 10.2, applicable to the Premises during the term of this
Lease. Subject to Paragraph 10.2(b), all such payments shall be made at least
ten (10) days prior to the delinquency date of the applicable installment. Upon
request, Lessee shall promptly furnish Lessor with satisfactory evidence that
such taxes have been paid. If any such taxes to be paid by Lessee shall cover
any period of time prior to or after the expiration or earlier termination of
the term hereof, Lessee's share of such taxes shall be equitably prorated to
cover only the period of time within the tax fiscal year this Lease is in
effect, and Lessor shall reimburse Lessee for any overpayment after such
proration. If Lessee shall fail to pay any Real Property Taxes required by this
Lease to be paid by Lessee, Lessor shall have the right to pay the same, and
Lessee shall reimburse Lessor therefor upon demand.

                (b) ADVANCE PAYMENT. In order to insure payment when due and
before delinquency of any or all Real Property Taxes, Lessor reserves the right,
at Lessor's option, to estimate the current Real Property Taxes applicable to
the Premises, and to require such current year's Real Property Taxes to be paid
in advance to Lessor by Lessee, either: (i) in a lump sum amount equal to the
installment due, not earlier than twenty (20) days prior to the applicable
delinquency date, or (ii) monthly in advance with the payment of the Base Rent.
If Lessor elects to require payment monthly in advance, the monthly payment
shall be that equal monthly amount which, over the number of months remaining
before the month in which the applicable tax installment would become delinquent
(and without interest thereon), would provide a fund large enough to fully
discharge before delinquency the estimated installment of taxes to be paid. When
the actual amount of the applicable tax bill is known, the amount of such equal
monthly advance payment shall be adjusted as required to provide the funds
needed to pay the applicable taxes before delinquency. If the amounts paid to
Lessor by Lessee under the provisions of this Paragraph are insufficient to
discharge the obligations of Lessee to pay such Real Property Taxes as the same
become due, Lessee shall pay to Lessor, upon Lessor's demand, such additional
sums as are necessary to pay such obligations. All moneys paid to Lessor under
this Paragraph may be intermingled with other moneys of Lessor and shall not
bear interest. In the event of a Breach by Lessee in the performance of the
obligations of Lessee under this Lease, then any balance of funds paid to Lessor
under the provisions of this Paragraph may, subject to proration as provided in
Paragraph 10.1(a), at the option of Lessor, be treated as an additional Security
Deposit under Paragraph 5.

        10.2 DEFINITION OF "REAL PROPERTY TAXES." As used herein, the term
"Real Property Taxes" shall include any form of real estate tax or assessment,
general, special, ordinary or extraordinary, and any license fee, commercial
rental tax, improvement bond or bonds, levy or tax (other than inheritance,
personal income or estate taxes) imposed upon the Premises by any authority
having the direct or indirect power to tax, including any city, state or
federal government, or any school, agricultural, sanitary, fire, street,
drainage or other improvement district thereof, levied against any legal or
equitable interest of Lessor in the Premises or in the real property of which
the Premises are a part, Lessor's right to rent or other income therefrom,
and/or Lessor's business of leasing the Premises. The term "Real Property
Taxes" shall also include any tax, fee, levy, assessment or charge, or any
increase therein, imposed by reason of events occurring, or changes in
applicable law taking effect, during the term of this Lease, including but not
limited to a change in the ownership of the Premises or in the improvements
thereon, the execution of this Lease, or any modification, amendment or
transfer thereof, and whether or not contemplated by the Parties.

        10.3 JOINT ASSESSMENT. If the Premises are not separately assessed,
Lessee's liability shall be an equitable proportion of the Real Property Taxes
for all of the land and improvements included within the tax parcel assessed,
such proportion to be determined by Lessor from the respective valuations


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<PAGE>   6
assigned in the assessor's work sheets or such other information as may be
reasonably available.

        10.4    PERSONAL PROPERTY TAXES.  Lessee shall pay prior to delinquency
all taxes assessed against and levied upon Lessee Owned Alterations and Utility
Installations, Trade Fixtures, furnishings, equipment and all personal property
of Lessee contained in the Premises or elsewhere.  When possible, Lessee shall
cause its Trade Fixtures, furnishings, equipment and all other personal property
to be assessed and billed separately from the real property of Lessor.  If any
of Lessee's said personal property shall be assessed with Lessor's real
property, Lessee shall pay Lessor the taxes attributable to Lessee within ten
(10) days after receipt of a written statement setting forth the taxes
applicable to Lessee's property.

11.     UTILITIES.  Lessee shall pay for all water, gas, heat, light, power,
telephone, trash disposal and other utilities and services supplied to the
Premises, together with any taxes thereon.  If any such services are not
separately metered to Lessee, Lessee shall pay a reasonable proportion, to be
determined by Lessor, of all charges jointly metered with other premises.

12.     ASSIGNMENT AND SUBLETTING.

        12.1    LESSOR'S CONSENT REQUIRED.

                (a)  Lessee shall not voluntarily or by operation of law
assign, transfer, mortgage or otherwise transfer or encumber (collectively,
"ASSIGNMENT") or sublet all or any part of Lessee's interest in this Lease or
in the Premises without Lessor's prior written consent given under and subject
to the terms of Paragraph 36.

                (d)  An assignment or subletting of Lessee's interest in this
Lease without Lessor's specific prior written consent shall, at Lessor's option,
be a Default curable after notice per Paragraph 13.1(c).

                (e)  Lessee's remedy for any breach of this Paragraph 12.1 by
Lessor shall be limited to compensatory damages and injunctive relief.

        12.2    TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

                (a)  Regardless of Lessor's consent, any assignment shall not:
(i) be effective without the express written assumption by such assignee of the
obligations of Lessee under this Lease, (ii) release Lessee of any obligations
hereunder, or (iii) alter the primary liability of Lessee for the payment of
Base Rent and other sums due Lessor hereunder or for the performance of any
other obligations to be performed by Lessee under this Lease.

                (b)  Lessor may accept any rent or performance of Lessee's
obligations from any person other than Lessee pending approval or disapproval
of an assignment.  Neither a delay in the approval or disapproval of such
assignment nor the acceptance of any rent or performance shall constitute a
waiver or estoppel of Lessor's right to exercise its remedies for the Default or
Breach by Lessee of any of the terms, covenants or conditions of this Lease.

                (c)  The consent of Lessor to any assignment or subletting
shall not constitute a consent to any subsequent assignment or subletting by
Lessee or to any subsequent or successive assignment or subletting by the
sublessee.

                (d)  In the event of any Default or Breach of Lessee's
obligations under this Lease, Lessor may proceed directly against Lessee, any
Guarantors or any one else responsible for the performance of the Lessee's
obligations under this Lease, including the sublessee, without first exhausting
Lessor's remedies against any other person or entity responsible therefor to
Lessor, or any security held by Lessor or Lessee.

                (e)  Each request for consent to an assignment or subletting
shall be in writing, accompanied by information relevant to Lessor's
determination as to the financial and operational responsibility and
appropriateness of the proposed assignee or sublessee, including but not limited
to the intended use and/or required modification of the Premises, if any,
together with a non-refundable deposit of $500.00 as reasonable consideration
for Lessor's considering and processing the request for consent.  Lessee agrees
to provide Lessor with such other or additional information and/or documentation
as may be reasonably requested by Lessor.

                (f)  Any assignee of this Lease shall, by reason of accepting
such assignment, be deemed, for the benefit of Lessor, to have assumed and greed
to conform and comply with each and every term, covenant, condition and
obligation herein to be observed or performed  by Lessee during the term of said
assignment other than such obligations as are contrary to or inconsistent with
provisions of an assignment to which Lessor has specifically consented in
writing.

        12.3    ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING.  The
following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises and shall be deemed included in all subleases under
this Lease whether or not expressly incorporated therein:

                (a)  Lessee hereby assigns and transfers to Lessor all of
Lessee's interest in all rentals and income arising from any sublease of all or
a portion of the Premises hereafter made by Lessee, and Lessor may collect such
rent and income and apply same toward Lessee's obligations under this Lease;
provided, however, that until a Breach (as defined in Paragraph 13.1) shall
occur in the performance of Lessee's obligations under this Lease, Lessee may,
except as otherwise provided in this Lease, receive, collect and enjoy the rents
accruing under such sublease.  Lessor shall not, by reason of this or any other
assignment of such sublease to Lessor, nor by reason of the collection of the
rents from a sublessee, be deemed liable to the sublessee for any failure of
Lessee to perform and comply with any of Lessee's obligations to such sublessee
under such sublease.  Lessee hereby irrevocably authorizes and directs any such
sublessee, upon receipt of a written notice from Lessor stating that a Breach
exists in the performance of Lessee's obligations under this Lease, to pay to
Lessor the rents and other charges due and to become due under the sublease.
Sublessee shall rely upon any such statement and request from Lessor and shall
pay such rents and other charges to Lessor without any obligation or right to
inquire as to whether such Breach exists and notwithstanding any notice from or
claim from Lessee to the contrary.  Lessee shall have no right or claim against
said sublessee, or, until the Breach has been cured, against Lessor, for any
such rents and other charges so paid by said sublessee to Lessor.

                (b)  In the event of a Breach by Lessee in the performance of
its obligations under this Lease, Lessor, at its option and without any
obligation to do so, may require any sublessee to attorn to Lessor, in which
event Lessor shall undertake the obligations of the sublessor under such
sublease from the time of the exercise of said option to the expiration of such
sublease; provided, however, Lessor shall not be liable for any prepaid rents
or security deposit paid by such sublessee to such sublessor or for any other
prior Defaults or Breaches of such sublessor under such sublease.

                (c)  Any matter or thing requiring the consent of the sublessor
under a sublease shall also require the consent of Lessor herein.

                (d)  No sublessee shall further assign or sublet all or any
part of the Premises without Lessor's prior written consent.

                (e)  Lessor shall deliver a copy of any notice of Default or
Breach by Lessee to the sublessee, who shall have the right to cure the Default
of Lessee within the grace period, if any, specified in the Lease.

13.     DEFAULT; BREACH; REMEDIES.

        13.1    DEFAULT; BREACH.  A "DEFAULT" is defined as a failure by the
Lessee to observe, comply with or perform any of the terms, covenants,
conditions or rules applicable to Lessee under this Lease.  A "BREACH"

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<PAGE>   7
is defined as the occurrence of any one or more of the following Defaults, and,
where a grace period for cure after notice is specified herein, the failure by
Lessee to cure such Default prior to the expiration of the applicable grace
period, shall entitle Lessor to pursue the remedies set forth in Paragraphs
13.2 and/or 13.3:

        (a)     The abandonment of the Premises.

        (b)     Except as expressly otherwise provided in this Lease, the
failure by Lessee to make any payment of Base Rent or any other monetary payment
required to be made by Lessee hereunder, whether to Lessor or to a third party,
within five (5) days after such monetary payment becomes due and owing under the
terms of this Lease.

        (c)     Except as expressly otherwise provided in this Lease, the
failure by Lessee to provide Lessor with reasonable written evidence (ii) the
inspection, maintenance and service contracts required under Paragraph 7.1(b),
(iii) the recission of an unauthorized assignment or subletting per Paragraph
12.1(b), (iv) a Tenancy Statement per Paragraphs 16 or 37, (v) the
subordination or non-subordination of this Lease per Paragraph 30, (vi) the
guaranty of the performance of Lessee's obligations under this Lease if
required under Paragraphs 1.11 and 37, (vii) the execution of any document
requested under Paragraph 42 (easements), where any such failure continues for
a period of twenty (20) days following written notice by or on behalf of Lessor
to Lessee.

        (d)     A Default by Lessee as to the terms, covenants, conditions or
provisions of this Lease, or of the rules adopted under Paragraph 40 hereof,
that are to be observed, complied with or performed by Lessee, other than those
described in subparagraphs (a), (b) or (c), above, where such Default continues
for a period of thirty (30) days after written notice thereof by or on behalf
of Lessor to Lessee; provided, however, that if the nature of Lessee's Default
is such that more than thirty (30) days are reasonably required for its cure,
then it shall not be deemed to be a Breach of this Lease by Lessee if Lessee
commences such cure within said thirty (30) day period and thereafter
diligently prosecutes such cure to completion.

        (e)     The occurrence of any of the following events: (i) The making
by lessee of any general arrangement or assignment for the benefit of
creditors; (ii) Lessee's becoming a "debtor" as defined in 11 U.S.C. Section
101 or any successor statute thereto (unless, in the case of a petition filed
against Lessee, the same is dismissed within sixty (60) days); (iii) the
appointment of a trustee or receiver to take possession of substantially all of
Lessee's assets located at the Premises or of Lessee's interest in this Lease,
where possession is not restored to Lessee within thirty (30) days; or (iv) the
attachment, execution or other judicial seizure of substantially all of
Lessee's assets located at the Premises or of Lessee's interest in this Lease,
where such seizure is not discharged within thirty (30) days; provided,
however, in the event that any provision of this subparagraph (e) is contrary to
any applicable law, such provision shall be or no force or effect, and not
affect the validity of the remaining provisions.

        (f)     The discovery by Lessor that any financial statement given to
Lessor by Lessee or any Guarantor of Lessee's obligations hereunder was
materially false.

        (g)     If the performance of Lessee's obligations under this Lease is
guaranteed: (i) the death of a guarantor, (ii) the termination of a guarantor's
liability with respect to this Lease other than in accordance with the terms of
such guaranty, (iii) a guarantor's becoming insolvent or the subject of a
bankruptcy filing, (iv) a guarantor's refusal to honor the guaranty, or (v) a
guarantor's breach of its guaranty obligation on an anticipatory breach basis,
and Lessee's failure, within sixty (60) days following written notice by or on
behalf of Lessor to Lessee of any such event, to provide Lessor with written
alternative assurance or security, which, when coupled with the then existing
resources of Lessee, equals or exceeds the combined financial resources of
Lessee and the guarantors that existed at the time of execution of this Lease.

        13.2    REMEDIES. If Lessee fails to perform any affirmative duty or
obligation of Lessee under this Lease, within the time periods set forth above
(or in case of an emergency, without notice), Lessor may at its option (but
without obligation to do so), perform such duty or obligation on Lessee's
behalf, including but not limited to the obtaining of reasonably required
bonds, insurance policies, or governmental licenses, permits or approvals. The
costs and expenses of any such performance by Lessor shall be due and payable
by Lessee to Lessor upon invoice therefor. If any check given to Lessor by
Lessee shall not be honored by the bank upon which it is drawn, Lessor, at its
option, may require all future payments to be made under this Lease by Lessee
to be made only by cashier's check. In the event of a Breach of this Lease by
Lessee, as defined in Paragraph 13.1, with or without further notice or demand,
and without limiting Lessor in the exercise of any right or remedy which Lessor
may have by reason of such Breach, Lessor may:

        (a)     Terminate Lessee's right to possession of the Premises by any
lawful means, in which case this Lease and the term hereof shall terminate and
Lessee shall immediately surrender possession of the Premises to Lessor. In
such event Lessor shall be entitled to recover from Lessee: (i) the worth at
the time of the award of the unpaid rent which had been earned at the time of
termination; (ii) the worth at the time of award of the amount by which the
unpaid rent which would have been earned after termination until the time of
award exceeds the amount of such rental loss that the Lessee proves could have
been reasonably avoided; (iii) the worth at the time of award of the amount by
which the unpaid rent for the balance of the term after the time of award
exceeds the amount of such rental loss that the Lessee proves could be
reasonably avoided; and (iv) any other amount necessary to compensate Lessor
for all the detriment proximately caused by the Lessee's failure to perform its
obligations under this Lease or which in the ordinary course of things would be
likely to result therefrom, including but not limited to the cost of recovering
possession of the Premises, reasonable attorneys' fees, and that portion of the
leasing commission paid by Lessor applicable to the unexpired term of this
Lease. The worth at the time of award of the amount referred to in provision
(iii) of the prior sentence shall be computed by discounting such amount at the
discount rate of the Federal Reserve Bank of San Francisco at the time of award
plus one percent (1%). Efforts by Lessor to mitigate damages caused by Lessee's
Default or Breach of this Lease shall not waive Lessor's right to recover
damages under this Paragraph. If termination of this Lease is obtained through
the provisional remedy of unlawful detainer, Lessor shall have the right to
recover in such proceeding the unpaid rent and damages as are recoverable
therein, or Lessor may reserve therein the right to recover all or any part
thereof in a separate suit for such rent and/or damages.

        (b)     Continue the Lease and Lessee's right to possession in effect
(in California under California Civil Code Section 1951.4) after Lessee's
Breach and abandonment and recover the rent as it becomes due, provided Lessee
has the right to sublet or assign, subject only to reasonable limitations. See
Paragraphs 12 and 36 for the limitations on assignment and subletting which
limitations Lessee and Lessor agree are reasonable. Acts of maintenance or
preservation, efforts to relet the Premises, or the appointment of a receiver
to protect the Lessor's interest under the Lease, shall not constitute a
termination of the Lessee's right to possession.

        (c)     Pursue any other remedy now or hereafter available to Lessor
under the laws or judicial decisions of the state wherein the Premises are
located.

        (d)     The expiration or termination of this Lease and/or the
termination of Lessee's right to possession shall not relieve Lessee from
liability under any indemnity provisions of this Lease as to matters occurring
or accruing prior to the termination of the term hereof or by reason of
Lessee's occupancy of the Premises.

        13.4    LATE CHARGES. Lessee hereby acknowledges that late payment by
Lessee to Lessor of rent and other sums due hereunder will cause Lessor to
incur costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed upon
Lessor by the terms of any ground lease, mortgage or trust deed covering the
Premises. Accordingly, if any installment of rent or any other sum due from
Lessee shall not be received by Lessor or Lessor's designee within ten (10)
days after such amount shall be due, then, without any requirement for notice to
Lessee, Lessee shall pay to Lessor a late charge equal to six percent (6%) of
such overdue amount. The parties hereby agree that such late charge represents
a fair and reasonable estimate of the costs Lessor will incur by reason of late
payment by Lessee. Acceptance of such late charge by Lessor shall in no event
constitute a waiver of Lessee's Default or Breach with respect to such overdue
amount, nor prevent Lessor from exercising any of the other rights and remedies
granted hereunder.

        13.5    BREACH BY LESSOR. Lessor shall not be deemed in breach of this
Lease unless Lessor fails within a reasonable time to perform an obligation
required to be performed by Lessor. For purposes of this Paragraph 13.5, a
reasonable time shall in no event be greater than sixty (60) days after receipt
by Lessor, and by the holders of any ground lease, mortgage or deed of trust
covering the Premises whose name and address shall have been furnished Lessee
in writing for such purpose, of written specifying wherein such obligation of
Lessor has not been performed; provided, however, that if the nature of
Lessor's obligation is such that more than sixty (60) days after such notice
are reasonably required for its performance, then Lessor shall not be in breach
of this Lease if performance is commenced within such sixty (60) day period and
thereafter diligently pursued to completion.

14.  CONDEMNATION.  If the Premises or any portion thereof are taken under the
power of eminent domain or sold under the threat of the exercise of said power
(all of which are herein called "CONDEMNATION"), this Lease shall terminate as
to the part so taken as of the date the condemning authority takes

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<PAGE>   8
title or possession, whichever first occurs. If more than ten percent (10%) of
the floor area of the Premises, or more than twenty-five percent (25%) of the
land area not occupied by any building, is taken by condemnation, Lessee may, at
Lessee's option, to be exercised in writing within ten (10) days after Lessor
shall have given Lessee written notice of such taking (or in the absence of such
notice, within ten (10) days after the condemning authority shall have taken
possession) terminate this Lease as of the date the condemning authority takes
such possession. If Lessee does not terminate this Lease in accordance with the
foregoing, this Lease shall remain in full force and effect as to the portion
of the Premises remaining, except that the Base Rent shall be reduced in the
same proportion as the rentable floor area of the Premises taken bears to the
total rentable floor area of the building located on the Premises. No reduction
of Base Rent shall occur if the only portion of the Premises taken is land on
which there is no building. Any award for the taking of all or any part of the
Premises under the power of eminent domain or any payment made under threat of
the exercise of such power shall be the property of Lessor, whether such award
shall be made as compensation for diminution of value of the leasehold or for
the taking of the fee, or as severance damages; provided, however, that Lessee
shall be entitled to any compensation separately awarded to Lessee for Lessee's
relocation expenses and/or loss of Lessee's Trade Fixtures. In the event that
this Lease is not terminated by reason of such condemnation, Lessor shall to the
extent of its net severance damages received, over and above the legal and
other expenses incurred by Lessor in the condemnation matter, repair any damage
to the Premises caused by such condemnation, except to the extent that Lessee
has been reimbursed therefor by the condemning authority. Lessee shall be
responsible for the payment of any amount in excess of such net severance
damages required to complete such repair.

15.     BROKER'S FEE.

        15.1  The Brokers named in Paragraph 1.10 are the procuring causes of
this Lease.

        15.2  Upon execution of this Lease by both Parties, Lessor shall pay to
said Brokers jointly, or in such separate shares as they may mutually designate
in writing, a fee as set forth in a separate written agreement between Lessor
and said Brokers (or in the event there is no separate written agreement between
Lessor and said Brokers, the sum of (pursuant to contract) for brokerage
services rendered by said Brokers to Lessor in this transaction.

        15.3  Unless Lessor and Brokers have otherwise agreed in writing, Lessor
further agrees that: (a) if Lessee exercises any Option (as defined in
Paragraph 39.1) or any Option subsequently granted which is substantially
similar to an Option granted to Lessee in this Lease, or (b) if Lessee acquires
any rights to the Premises or other premises described in this Lease which are
substantially similar to what Lessee would have acquired had an Option herein
granted to Lessee been exercised, or (c) if Lessee remains in possession of the
Premises, with the consent of Lessor, after the expiration of the term of this
Lease after having failed to exercise an Option, or (d) if said Brokers are the
procuring cause of any other lease or sale entered into between the Parties
pertaining to the Premises and/or any adjacent property in which Lessor has an
interest, or (e) if Base Rent is increased, whether by agreement or operation
of an escalation clause herein, then as to any of said transactions, Lessor
shall pay said Brokers a fee in accordance with the schedule of said Brokers in
effect at the time of the execution of this Lease.

        15.4  Any buyer or transferee of Lessor's interest in this Lease,
whether such transfer is by agreement or by operation of law, shall be deemed
to have assumed Lessor's obligation under this Paragraph 15. Each Broker shall
be a third party beneficiary of the provisions of this Paragraph 15 to the
extent of its interest in any commission arising from this Lease and may
enforce that right directly against Lessor and its successors.

        15.5  Lessee and Lessor each represent and warrant to the other that it
has had no dealings with any person, firm, broker or finder (other than the
Brokers, if any named in Paragraph 1.10) in connection with the negotiation of
this Lease and/or the consummation of the transaction contemplated hereby, and
that no broker or other person, firm or entity other than said named Brokers is
entitled to any commission or finder's fee in connection with said transaction.
Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold
the other harmless from and against liability for compensation or charges which
may be claimed by any such unnamed broker, finder or other similar party by
reason of any dealings or actions of the indemnifying Party, including any
costs, expenses, attorneys' fees reasonably incurred with respect thereto.

        15.6  Lessor and Lessee hereby consent to and approve all agency
relationships, including any dual agencies, indicated in Paragraph 1.10.

16.     TENANCY STATEMENT.

        16.1  Each Party (as "RESPONDING PARTY") shall within ten (10) days
after written notice from the other Party (the "REQUESTING PARTY") execute,
acknowledge and deliver to the Requesting Party a statement in writing in form
similar to the then most current "TENANCY STATEMENT" form published by the
American Industrial Real Estate Association, plus such additional information,
confirmation and/or statements as may be reasonably requested by the Requesting
party.

        16.2  If Lessor desires to finance, refinance, or sell the Premises,
any part thereof, or the building of which the Premises are a part, Lessee and
all Guarantors of Lessee's performance hereunder shall deliver to any potential
lender or purchaser designed by Lessor such financial statements of Lessee and
such Guarantors as may be reasonably required by such lender or purchaser,
including but not limited to Lessee's financial statements for the past three
(3) years.  All such financial statements shall be received by Lessor and such
lender or purchaser in confidence and shall be used only for the purposes
herein set forth.

17.     LESSOR'S LIABILITY.  The term "LESSOR" as used herein shall mean the
owner or owners at the time in question of the fee title to the Premises, or,
if this is a sublease, of the Lessee's interest in the prior lease.  In the
event of a transfer of Lessor's title or interest in the Premises or in this
Lease, Lessor shall deliver to the transferee or assignee (in cash or by
credit) any unused Security Deposit held by Lessor at the time of such transfer
or assignment.  Except as provided in Paragraph 15, upon such transfer or
assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor
shall be relieved of all liability with respect to the obligations and/or
covenants under this Lease thereafter to be performed by the Lessor.  Subject
to the foregoing, the obligations and/or covenants in this Lease to be
performed by the Lessor shall be binding only upon the Lessor as hereinabove
defined, provided the Transferee assumes in writing the obligations of Lessor
under this Lease.

18.     SEVERABILITY.  The invalidity of any provision of this Lease, as
determined by a court of competent jurisdiction, shall in no way affect the
validity of any other provision hereof.

19.     INTEREST ON PAST-DUE OBLIGATIONS.  Any monetary payment due Lessor
hereunder, other than late charges, not received by Lessor within thirty (30)
days following the date on which it was due, shall bear interest from the
thirty-first (31st) day after it was due at the rate of 12% per annum, but not
exceeding the maximum rate allowed by law, in addition to the late charge
provided for in Paragraph 13.4.

20.     TIME OF ESSENCE.  Time is of the essence with respect to the
performance of all obligations to be performed or observed by the Parties under
this Lease.

21.     RENT DEFINED.  All monetary obligations of Lessee to Lessor under the
terms of this Lease are deemed to be rent.

22.     NO PRIOR OR OTHER AGREEMENTS; BROKER DISCLAIMER.  This Lease contains
all agreements between the Parties with respect to the lease of the Premises any
matter mentioned herein, and no other prior or contemporaneous agreement or
understanding shall be effective.  Lessor and Lessee each represents and
warrants to the Brokers that it has made, and is relying solely upon, its own
investigation as to the nature, quality, character and financial  responsibility
of the other Party to this Lease and as to the nature, quality and character of
the Premises. Brokers have no responsibility with respect thereto or with
respect to any default or breach hereof by either Party.

23.     NOTICES.

        23.1  All notices required or permitted by this Lease shall be in
writing and may be delivered in person (by hand or by messenger or courier
service) or may be sent by regular, certified or registered mail or U.S. Postal
Service Express Mail, with postage prepaid, or by facsimile transmission, and
shall be deemed sufficiently given if served in a manner specified in this
Paragraph 23.  The addresses noted adjacent to a Party's signature on this
Lease shall be that Party's address for delivery or mailing of notice purpose.
Either Party may be written notice to the other specify a different address for
notice purposes, except that upon Lessee's taking possession of the Premises,
the Premises shall constitute Lessee's address for the purpose of mailing or
delivering notices to Lessee.  A copy of all notices required or permitted to
be given to Lessor hereunder shall be concurrently transmitted to such party or
parties at such addresses as Lessor may from time to time hereafter designate
by written notice to Lessee.  For notice purposes, Lessee shall provide Lessor
with an address in the State of California.

        23.2  Any notice sent by registered or certified mail, return receipt
requested, shall be deemed given on the date of delivery shown on the receipt
card, or if no delivery date is shown, the postmark thereon.  If sent by
regular mail the notice shall be deemed given forty-eight (48) hours after the
same is addressed as required herein and mailed with postage prepaid.  Notices
delivered by United States Express Mail or overnight courier that guarantees
next day delivery shall be deemed given twenty-four (24) hours after delivery
of the same to the United States Postal Service or courier.  If any notice is
transmitted by facsimile transmission or similar means, the same shall be
deemed served or delivered upon telephone confirmation of receipt of the
transmission thereof, provided a copy is also delivered via delivery or mail.
If notice is received on a Sunday or legal holiday, it shall be deemed received
on the next business day.

24.     WAIVERS.  No waiver by Lessor or Lessee of the Default or Breach of any
term, covenant or condition hereof by Lessee or Lessor, shall be deemed a waiver
of any other term, covenant or condition hereof, or of any subsequent Default or
Breach by Lessee of the same or of any other term, covenant or condition hereof.
Lessor's consent to, or approval of, any act shall not be deemed to render
unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent
or similar act by Lessee, or be construed as the basis of an estoppel to enforce
the provision or provisions of this Lease requiring such consent.  Regardless of
Lessor's knowledge of a Default or Breach at the time of accepting rent, the
acceptance of rent by Lessor shall not be a waiver of any preceding Default or
Breach by Lessee of any provision hereof, other than the failure of Lessee to
pay the particular rent so accepted.  Any payment given Lessor by Lessee may be
accepted by Lessor on account of moneys or damages due Lessor, notwithstanding
any qualifying statements or conditions made by Lessee in connection therewith,
which such statements and/or conditions shall be of no force or effect
whatsoever unless specifically agreed to in writing by Lessor at or before the
time of deposit of such payment.

25.     RECORDING.  Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a short form memorandum of this
Lease for recording purposes.  The Party requesting recordation shall be
responsible for payment of any fees or taxes applicable thereto.

26.     NO RIGHT TO HOLDOVER.  Lessee has no right to retain possession of the
Premises or any part thereof beyond the expiration or earlier termination of
this Lease.


                                                                Initials_______

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                                     PAGE 8


<PAGE>   9
27.     CUMULATIVE REMEDIES. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies
at law or in equity.

29.     BINDING EFFECT; CHOICE OF LAW. This Lease shall be binding upon the
parties, their personal representatives, successors and assigns and be governed
by the laws of the State in which the Premises are located. Any litigation
between the Parties hereto concerning this Lease shall be initiated in the
county in which the Premises are located.

30.     SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

        30.1    SUBORDINATION.  This Lease and any Option granted hereby shall
be subject and subordinate to any ground lease, mortgage, deed of trust, or
other hypothecation or security device (collectively, "SECURITY DEVICE"), now or
hereafter placed by Lessor upon the real property of which the Premises are a
part, to any and all advances made on the security thereof, and to all renewals,
modifications, consolidations, replacements and extensions thereof. Lessee
agrees that the Lenders holding any such Security Device shall have no duty,
liability or obligation to perform any of the obligations of Lessor under this
Lease, but that in the event of Lessor's default with respect to any such
obligation, Lessee will give any Lender whose name and address have been
furnished Lessee in writing for such purpose notice of Lessor's default and
allow such Lender thirty (30) days following receipt of such notice for the cure
of said default before invoking any remedies Lessee may have by reason thereof.
If any Lender shall elect to have this Lease and/or any Option granted hereby
superior to the lien of its Security Device and shall give written notice
thereof to Lessee, this Lease and such Options shall be deemed prior to such
Security Device, notwithstanding the relative dates of the documentation or
recordation thereof.

        30.2    ATTORNMENT.  Subject to the non-disturbance provisions of
Paragraph 30.3, Lessee agrees to attorn to a Lender or any other party who
acquires ownership of the Premises by reason of a foreclosure of a Security
Device, and that in the event of such foreclosure, such new owner shall not: (i)
be liable for any act or omission of any prior lessor or with respect to events
occurring prior to acquisition of ownership, (ii) be subject to any offsets or
defenses which Lessee might have against any prior lessor, or (iii) be bound by
prepayment of more than one (1) month's rent.

        30.3    NON-DISTURBANCE. With respect to Security Devices entered into
by Lessor after the execution of this Lease, Lessee's subordination of this
Lease shall be subject to receiving written assurance (a "NON-DISTURBANCE
AGREEMENT") from the Lender that Lessee's possession and this Lease, including
any options to extend the term hereof, will not be disturbed so long as Lessee
is not in Breach hereof and attorns to the record owner of the Premises.

        30.4    SELF-EXECUTING.  The agreements contained in this Paragraph 30
shall be effective without the execution of any further documents; provided,
however, that, upon written request from Lessor or a Lender in connection with a
sale, financing or refinancing of the Premises, Lessee and Lessor shall execute
such further writings as may be reasonably required to separately document any
such subordination or non-subordination, attornment and/or non-disturbance
agreement as is provided for herein.

31.     ATTORNEY'S FEES.  If any Party or Broker brings an action or proceeding
to enforce the terms hereof or declare rights hereunder, the Prevailing Party
(as hereafter defined) or Broker in any such proceeding, action, or appeal
thereon, shall be entitled to reasonable attorney's fees. Such fees may be
awarded in the same suit or recovered in a separate suit, whether or not such
action or proceeding is pursued to decision or judgment. The term, "PREVAILING
PARTY" shall include, without limitation, a Party or Broker who substantially
obtains or defeats the relief sought, as the case may be, whether by compromise,
settlement, judgment, or the abandonment by the other Party or Broker of its
claim or defense. The attorney's fees award shall not be computed in accordance
with any court fee schedule, but shall be such as to fully reimburse all
attorney's fees reasonably incurred. Lessor shall be entitled to reasonable
attorney's fees, costs and expenses incurred in the preparation and service of
notices of Default and consultations in connection therewith, not to exceed
$250.00 per Default Notice whether or not a legal action is subsequently
commenced in connection with such Default or resulting Breach.

32.     LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS. Lessor and Lessor's agents
shall have the right to enter the Premises at any time, in the case of an
emergency, and otherwise at reasonable times for the purpose of showing the same
to prospective purchasers, lenders, or lessees, and making such alterations,
repairs, improvements or additions to the Premises or to the building of which
they are a part, as Lessor may reasonably deem necessary. Lessor may at any time
during the last one hundred twenty (120) days of the term hereof place on or
about the Premises any ordinary "For Lease" signs. All such activities of Lessor
shall be without abatement of rent or liability to Lessee.

33.     AUCTIONS.  Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises without first having
obtained Lessor's prior written consent. Notwithstanding anything to the
contrary in this Lease, Lessor shall not be obligated to exercise any standard
of reasonableness in determining whether to grant such consent.

34.     SIGNS.  The installation of any sign on the Premises by or for Lessee
shall be subject to the provisions of Paragraph 7 (Maintenance, Repairs, Utility
Installations, Trade Fixtures and Alterations).

35.     TERMINATION; MERGER.  Unless specifically stated otherwise in writing
by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual
termination or cancellation hereof, or a termination hereof by Lessor for
Breach by Lessee, shall automatically terminate any sublease or lesser estate
in the Premises; provided, however, Lessor shall, in the event of any such
surrender, termination or cancellation, have the option to continue any one or
all of any existing subtenancies. Lessor's failure within ten (10) days
following any such event to make a written election to the contrary by written
notice to the holder of any such lesser interest, shall constitute Lessor's
election to have such event constitute the termination of such interest.

36.     CONSENTS.

        (a) Except for Paragraph 33 hereof (Auctions) or as otherwise provided
herein, wherever in this Lease the consent of a Party is required to an act by
or for the other Party, such consent shall not be unreasonably withheld or
delayed. Lessor's actual reasonable costs and expenses (including but not
limited to architects', attorneys', engineers' or other consultants' fees)
incurred in the consideration of, or response to, a request by Lessee for any
Lessor consent pertaining to this Lease or the Premises, including but not
limited to consents to an assignment, a subletting or the presence or use of a
Hazardous Substance, practice or storage tank, shall be paid by Lessee to Lessor
upon receipt of an invoice and supporting documentation therefor not to exceed
$500.00 per consent. Lessor's consent to any act, assignment of this Lease or
subletting of the Premises by Lessee shall not constitute an acknowledgement
that no Default or Breach by Lessee of this Lease exists, nor shall such consent
be deemed a waiver of any then existing Default or Breach, except as may be
otherwise specifically stated in writing by Lessor at the time of such consent.

        (b)  All conditions to Lessor's consent authorized by this Lease are
acknowledged by Lessee as being reasonable.

37.     GUARANTOR.

        37.1  If there are to be any Guarantors of this Lease per Paragraph
1.11, the form of the guaranty to be executed by each such Guarantor shall be in
the form most recently published by the American Industrial Real Estate
Association, and each said Guarantor shall have the same obligations as Lessee
under this Lease, including but not limited to the obligation to provide the
Tenancy Statement and information called for by Paragraph 16.

        37.2  It shall constitute a Default of the Lessee under this Lease if
any such Guarantor fails or refuses, upon reasonable request by Lessor to give:
(a) evidence of the due execution of the guaranty called for by this Lease,
including the authority of the Guarantor (and of the party signing on
Guarantor's behalf) to obligate such Guarantor on said guaranty, and including
in the case of a corporate Guarantor, a certified copy of a resolution of its
board of directors authorizing the making of such guaranty, together with a
certificate of incumbency showing the signature of the persons authorized to
sign on its behalf, (b) current financial statements of Guarantor as may from
time to time be requested by Lessor, (c) a Tenancy Statement, or (d) written
confirmation that the guaranty is still in effect.

38.     QUIET POSSESSION.  Upon payment by Lessee of the rent for the Premises
and the observance and performance of all of the covenants, conditions and
provisions on Lessee's part to be observed and performed under this Lease,
Lessee shall have quiet possession of the Premises for the entire term hereof
subject to all of the provisions of this Lease.

39.     OPTIONS.

        39.1  DEFINITION.  As used in this Paragraph 39 the word "OPTION" has
the following meaning: (a) the right to extend the term of this Lease or to
renew this Lease; (b) the right of first refusal to lease the Premises or the
right of first offer to lease the Premises or the right of first refusal to
lease other property of Lessor or the right of first offer to lease other
property of Lessor; (c) the right to purchase the Premises, or the right of
first refusal to purchase the Premises, or the right of first offer to purchase
the Premises, or the right to purchase other property of Lessor, or the right
of first refusal to purchase other property of Lessor, or the right of first
offer to purchase other property of Lessor.

        39.2  OPTIONS PERSONAL TO ORIGINAL LESSEE.  Each Option granted to
Lessee in this Lease is personal to the original Lessee named in Paragraph 1.1
hereof, and cannot be voluntarily or involuntarily assigned or exercised by any
person or entity other than said original Lessee and/or any Permitted Assignee
while the original Lessee is in full and actual possession of the Premises and
without the intention of thereafter assigning or subletting. Except as set forth
in the Lease the Options, if any, herein granted to Lessee are not assignable,
either as a part of an assignment of this Lease or separately or apart
therefrom, and no Option may be separated from this Lease in any manner, by
reservation or otherwise.


                                                                   Initials
                                                                           ----
                                                                           ----
NET
                                     PAGE 9
<PAGE>   10
        39.3    MULTIPLE OPTIONS.  In the event that Lessee has any Multiple
Options to extend or renew this Lease, a later Option cannot be exercised
unless the prior Options to extend or renew this Lease have been validly
exercised.

        39.4    EFFECT OF DEFAULT ON OPTIONS.

                (a)  Lessee shall have no right to exercise an Option,
notwithstanding any provision in the grant of Option to the contrary: (i)
during the period commencing with the giving of any notice of Default under
Paragraph 13.1 and continuing until the noticed Default is cured, or (ii)
during the time Lessee is in Breach of this Lease

                (b)  The period of time within which an Option may be exercised
shall not be extended or enlarged by reason of Lessee's inability to exercise an
Option because of the provisions of Paragraph 39.4(a).

                (c) All rights of Lessee under the provisions of an Option shall
terminate and be of no further force or effect, notwithstanding Lessee's due
and timely exercise of the Option, if, after such exercise and during the term
of this Lease, Lessee commits a material Breach of this Lease.

41.     SECURITY MEASURES.  Lessee hereby acknowledges that the rental payable
to Lessor hereunder does not include the cost of guard service or other security
measures, and that Lessor shall have no obligation whatsoever to provide same.
Except as set forth in the Lease, Lessee assumes all responsibility for the
protection of the Premises, Lessee, its agents and invitees and their property
from the acts of third parties.

42.     RESERVATIONS.  Lessor reserves to itself the right, from time to time,
to grant, without the consent or joinder of Lessee, such easements, rights and
dedications that Lessor deems necessary, and to cause the recordation of parcel
maps and restrictions, so long as such easements, rights, dedications, maps and
restrictions do not unreasonably interfere with the use of the Premises by
Lessee.  Lessee agrees to any documents reasonably requested by Lessor to
effectuate any such easement rights, dedication, map or restrictions.

43.     PERFORMANCE UNDER PROTEST.  If at any time a dispute shall arise as to
any amount or sum of money to be paid by one Party to the other under the
provisions hereof, the Party against whom the obligation to pay the money is
asserted shall have the right to make payment "under protest" and such payment
shall not be regarded as a voluntary payment and there shall survive the right
on the part of said Party to institute suit for recovery of such sum.  If it
shall be adjudged that there was no legal obligation on the part of said Party
to pay such sum or any thereof, said Party shall be entitled to recover such
sum or so much thereof as it was not legally required to pay under the
provisions of this Lease.

44.     AUTHORITY.  If either Party hereto is a corporation, trust, or general
or limited partnership, each individual executing this Lease on behalf of such
entity represents and warrants that he or she is duly authorized to execute and
deliver this Lease on its behalf.  If Lessee is a corporation, trust or
partnership, Lessee shall, within thirty (30) days after request by Lessor,
deliver to Lessor evidence satisfactory to Lessor of such authority.

45.     CONFLICT.  Any conflict between the printed provisions of this Lease and
the typewritten or handwritten provisions shall be controlled by the typewritten
or handwritten provisions.

46.     OFFER.  Preparation of this Lease by Lessor or Lessor's agent and
submission of same to Lessee shall not be deemed an offer to lease to Lessee.
This Lease is not intended to be binding until executed by all Parties hereto.

47.     AMENDMENTS.  This Lease may be modified only in writing, signed by the
Parties in interest at the time of the modification.  The parties shall amend
this Lease from time to time to reflect any adjustments that are made to the
Base Rent or other rent payable under this Lease.  As long as they do not
materially change Lessee's obligations hereunder, Lessee agrees to make such
reasonable non-monetary modifications to this Lease as may be reasonably
required by an institutional, insurance company, or pension plan Lender in
connection with the obtaining of normal financing or refinancing of the
property of which the Premises are a part.

48.     MULTIPLE PARTIES.  Except as otherwise expressly provided herein, if
more than one person or entity is named herein as either Lessor or Lessee, the
obligations of such Multiple Parties shall be the joint and several
responsibility of all persons or entities named herein as such Lessor or Lessee.


LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND
VOLUNTARY CONSENT THERETO.  THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS
LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND
EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.

        IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR SUBMISSION TO
        YOUR ATTORNEY FOR HIS APPROVAL.  FURTHER, EXPERTS SHOULD BE CONSULTED TO
        EVALUATE THE CONDITION OF THE PROPERTY AS TO THE POSSIBLE PRESENCE OF
        ASBESTOS, STORAGE TANKS OR HAZARDOUS SUBSTANCES.  NO REPRESENTATION OR
        RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE
        ASSOCIATION OR BY THE REAL ESTATE BROKER(S) OR THEIR AGENTS OR EMPLOYEES
        AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS
        LEASE OR THE TRANSACTION TO WHICH IT RELATES; THE PARTIES SHALL RELY
        SOLELY UPON THE ADVICE OF THEIR OWN COUNSEL AS TO THE LEGAL AND TAX
        CONSEQUENCES OF THIS LEASE.  IF THE SUBJECT PROPERTY IS LOCATED IN A
        STATE OTHER THAN CALIFORNIA, AN ATTORNEY FROM THE STATE WHERE THE
        PROPERTY IS LOCATED SHOULD BE CONSULTED.


The parties hereto have executed this Lease at the place on the dates specified
above to their respective signatures.


Executed at     San Jose, CA            Executed at      San Jose, CA
            -----------------------                 -------------------------
on       July 29, 1996                  on        July 29, 1996
  ---------------------------------        ----------------------------------
by LESSOR:                              by LESSEE:
      FORTUNE TRADE ASSOCIATES                NUKO INFORMATION SYSTEMS, INC.
  ---------------------------------        ----------------------------------
By:   The Robert S. Waples Trust        By:   a New York corporation
  ---------------------------------        ----------------------------------
By:   [Signature]                       By:   [Signature]
  ---------------------------------        ----------------------------------
Name Printed:  Robert S. Waples
  ---------------------------------
Title:         Trustee
  ---------------------------------
Address:  248 Del Mesa Carmel
  ---------------------------------
          Carmel, CA  93923
  ---------------------------------
By:   R.C. WERSTED, INC.
  ---------------------------------
By:   [Signature]                       By:   [Signature]
  ---------------------------------        ----------------------------------
Name Printed:  Robert C. Wersted        Name Printed:  John H. Gorman
            -----------------------                 -------------------------
Title:  President                       Title:  CFO
     ------------------------------          --------------------------------
Address:  248 Del Mesa Carmel           Address:  2235 Qume Drive
       ----------------------------            ------------------------------
          Carmel, CA  93923                       San  Jose, CA  95131
       ----------------------------            ------------------------------
Tel. No. (408)625-1762                  Tel. No. (408)526-0288
       ----------------------------            ------------------------------
Fax No.  (408)625-1762                  Fax No.  (408)526-9541
       ----------------------------            ------------------------------

NET                             PAGE 10

NOTICE:  These forms are often modified to meet changing requirements of law
         and industry needs.  Always write or call to make sure you are
         utilizing the most current form: American Industrial Real Estate
         Association, 345 South Figueroa Street, Suite M-1, Los Angeles, CA
         90071.  (213) 687-8777. Fax. No. (213) 687-8616.


<PAGE>   11





                            FIRST ADDENDUM TO LEASE

         THIS FIRST ADDENDUM is made July 29, 1996 by and between FORTUNE
TRADE ASSOCIATES, a California Limited Partnership ("Lessor") and NUKO
INFORMATION SYSTEMS, INC., a New York Corporation ("Lessee") to that written
lease herewith (the "Lease") between Lessor and Lessee affecting certain real
property, commonly known as the 2391-2395 QUME DRIVE, located in the City of
San Jose, County of Santa Clara, State of California.  The following provisions
are hereby added to the Lease:

         49.     AMERICANS WITH DISABILITIES ACT:

                 a)       As used in this Paragraph 51, "ADA" shall mean Title
                          III of the Americans With Disabilities Act of 1990,
                          42 USC Section 12181, et seq.

                 b)       Lessor represents and warrants that it has not
                          received notice of any alleged violation of or
                          noncompliance with the ADA relating to any portion of
                          the Premises, or any governmental or regulatory
                          actions or investigations instituted or threatened
                          regarding non-compliance with the ADA relating to any
                          portion of the Premises. In the event that Lessor or
                          Lessee receives a written notice alleging violation
                          of or non-compliance with the ADA, Lessor and Lessee
                          shall notify the other party in writing of such
                          notice within seven (7) days after receipt. Lessee
                          acknowledges that as of the date of this Lease Lessor
                          has not made any survey or inspection of the Premises
                          to determine the extent of ADA compliance.

                 c)       Lessee shall, at its sole cost and expense, make any
                          necessary alterations or improvements to the Premises
                          or any part thereof to comply with the ADA if such
                          alterations or improvements are required as a result
                          of (i) Lessee's particular use of the Premises,
                          including the physical accommodation of Lessee's
                          agents, employees, representatives or invitees, or
                          (ii) the conduct of Lessee's business on the
                          Premises. All such alterations and improvements shall
                          be made in accordance with the provisions of
                          Paragraph 7.3 relating to Alterations and Utility
                          installations, and all other provisions of the Lease.

         50.     ASSIGNMENT OF EXISTING LEASES.

                 a)       Purpose.  The purpose of this assignment provision is
                          to transfer to Lessee the present Leasehold interest
                          of Lessor in the premises known as 2393 and 2395 Qume
                          Drive, San Jose, California. Said premises are, as of
                          the date hereof, leased to two unrelated tenants.
                          Lessee will be the "Lessor" under the Existing Leases
                          (as hereinafter defined) , and Lessee's rights,
                          duties and obligations with respect to the Premises
                          as a whole shall at all times be subject to the terms
                          and conditions of this Lease and all addenda.

                 b)       Lessor is the "Lessor" under that certain Lease
                          between Fortune Trade Associates, a California
                          limited partnership, as Lessor, and AMT, Inc., a
                          California corporation, dba AMT, International, the
                          successor-in-interest to Bhopinder S. Sandhu and
                          Tejinder Singh Kaler, the original lessee, as Lessee,
                          (hereinafter the "2393 Tenant") dated May 21, 1990,
                          for approximately 5,000 square feet of the Premises
                          (the "2393 Premises") located at 2393 Qume Drive, San
                          Jose, California, as amended by that certain
                          Extension of Lease between Lessor and the 2393 Tenant
                          dated April 8, 1993, as amended by that certain
                          Second Extension of Lease between Lessor and the 2393
                          Tenant dated February 16, 1994 and that certain Third
                          Extension of Lease between Lessor and the 2393 Tenant
                          (collectively, hereinafter the "2393 Lease").  Lessor
                          is also the "Lessor" under that certain Lease between
                          Fortune Trade Associates, a California limited
                          partnership, as Lessor, and Consolidated Oberg
                          Industries, Ltd, a British Columbia Company and Hytec
                          Flow Systems, a California corporation, jointly and
                          severally as Lessee (collectively, hereinafter the
                          "2395 Tenant"), dated October 10, 1994 for
                          approximately 15,000 square feet of the Premises (the
                          "2395 Premises") located at 2395 Qume Drive, San
                          Jose, California (the "2395 Lease").  The terms the
                          "2393 Lease" and the "2395 Lease" shall sometimes
                          collectively hereinafter be referred to as the
                          "Existing Leases".  The terms the "2393 Tenant" and
                          the "2395 Tenant" shall sometimes collectively or
                          singularly be referred to herein as the "Tenants" or
                          "Tenant", respectively.

                 c)       Assignment.  For valuable consideration, receipt of
                          which is hereby acknowledged, Lessor hereby grants,
                          transfers and assigns to Lessee all of its right,
                          title and interest as Lessor in and to the Existing
                          Leases excluding Paragraph 51 of the 2395 Lease, so
                          that Lessee shall have the same rights and
                          obligations as if Lessee were the originally named
                          "Lessor" in the
<PAGE>   12
                          Existing Leases (the "Assignment of Existing
                          Leases"). The Assignment of Existing Leases shall be
                          effective as of the Commencement Date of the Lease
                          (the "Effective Date"). Upon mutual execution hereof,
                          Lessor shall deliver to Lessee the original
                          ink-signed Existing Leases (or copies thereof
                          certified to be true and correct if Lessor does not
                          possess or have access to the originals).

                 d)       Assumption and Indemnity.  Lessee hereby accepts the
                          Assignment of Existing Leases, and except as set
                          forth below, expressly assumes and agrees to perform
                          and comply with each and every obligation of "Lessor"
                          under the terms of the Existing Leases which accrue
                          on or after the Effective Date. Lessee hereby agrees
                          to indemnify, protect, defend and hold Lessor free
                          and harmless of and from all liability, costs,
                          judgment, damages, claims or demands, including
                          reasonable attorney's fees, arising out of or in
                          connection with the Lessee's failure to comply with
                          and perform the obligations of Lessor under the
                          provisions of the Existing Leases assumed by Lessee.
                          Notwithstanding anything in the Lease or this First
                          Addendum, Lessor hereby acknowledges and agrees that
                          Lessor shall hereby retain, and Lessee shall not
                          assume, the following obligations under the Existing
                          Leases:

                          i.      Any obligation of Lessor under the Existing
                                  Leases to be the "Insuring Party";

                          ii.     Any representation or warranty expressly made
                                  by Lessor under the Existing Leases;

                          iii.    Any obligation of Lessor to pay any broker's
                                  commissions, finder's fee or other fees or
                                  commissions in connection with the Existing
                                  Leases or the exercise of any options
                                  therein.  Lessee does not assume any
                                  obligation on the part of the "Lessor" to
                                  indemnify, defend, protect or hold harmless
                                  the Tenant(s) for any broker's commissions,
                                  finder's fees, or other fees or commissions
                                  in connection with the Existing Leases and
                                  Lessor shall remain solely liable for such
                                  costs;

                          iv.     Any obligation of the Lessor to construct or
                                  make any alterations, repairs, renovations or
                                  tenant improvements to the 2393 Premises or
                                  the 2395 Premises, which obligation arose
                                  prior to the Effective Date; and

                          v.      Any obligation of the "Lessor" under the
                                  Existing Leases or any obligation under any
                                  Applicable Law to investigate, clean-up,
                                  remove, remediate, restore, or abate any
                                  Hazardous Substances or Hazardous Substance
                                  release, discharge, disposal, emission or
                                  contamination present at any time in, on or
                                  under the 2393 Premises and/or the 2395
                                  Premises and/or the soil, air, improvements,
                                  groundwater or surface water of the 2393
                                  Premises and/or the 2395 Premises.

                          Lessor hereby agrees to indemnify, defend, protect
                          and hold Lessee harmless from any and all damages,
                          liabilities, claims, judgments, actions, reasonable
                          attorneys' and consultants' fees, costs and expenses
                          arising from the failure of Lessor to perform or pay
                          for the foregoing obligations under the Existing
                          Leases hereby not assumed by Lessee.

                 e)       Damage or Destruction:   Lessor also hereby agrees
                          that if the 2393 Premises or the 2395 Premises are
                          damaged or destroyed and Lessee is required to repair
                          or rebuild any portion of either or both of those
                          Premises under the terms of the Existing Leases,
                          Lessor shall deliver any property insurance proceeds
                          received by Lessor to Lessee.  If Lessor is unable to
                          deliver such insurance proceeds to Lessee or if such
                          proceeds are insufficient, Lessor shall pay to Lessee
                          the cost to repair and rebuild either or both of the
                          2393 Premises and the 2395 Premises, as applicable,
                          to the extent required and in accordance with the
                          Existing Leases, respectively, and Lessor shall
                          indemnify, defend, protect and hold Lessee harmless
                          from any and all damages, liabilities, claims,
                          judgments, actions, reasonable attorneys and
                          consultants' fees, costs and expenses arising from
                          Lessor's breach of the foregoing obligation.  If the
                          2393 Tenant or 2395 Tenant is entitled to an
                          abatement of rent under the terms of the Existing
                          Leases due to damage or destruction, Lessor shall
                          automatically abate the Base Rent, Operating Expenses
                          and Real Property Taxes for the Premises by an amount
                          equal to the amount Lessee reasonably abates the
                          Tenant(s) rent and additional rent under the Existing
                          Leases (except to the extent the damage or
                          destruction is caused by the willful misconduct of
                          Lessee).




                                       -2-
<PAGE>   13
                 f)       Condemnation:    If the 2393 Premises or the 2395
                          Premises are condemned, and Lessee is required to
                          repair or rebuild any part of the Premises under the
                          terms of the Existing Leases, Lessor shall deliver
                          any condemnation proceeds received by Lessor to
                          Lessee.  If Lessor is unable to deliver such
                          condemnation proceeds to Lessee or if such proceeds
                          are insufficient, Lessor shall pay to Lessee the cost
                          to repair and rebuild either or both of the 2393
                          Premises and the 2395 Premises, as applicable, in
                          accordance with the Existing Leases, respectively and
                          Lessor shall indemnify, defend, protect and hold
                          Lessee harmless from any and all damages liabilities,
                          claims, judgments, actions,  reasonable attorneys'
                          and consultants' fees, costs and expenses arising
                          from Lessor's breach of the foregoing obligation.

                 g)       Acknowledgment of Existing Leases.  Lessee hereby
                          represents and warrants that it has reviewed the
                          terms and conditions of the Existing Leases and that
                          it has no objection to the rights, duties,
                          obligations, benefits and privileges created or
                          imposed thereby to the extent assumed hereunder.
                          Lessor shall use its best efforts to ensure that all
                          rents and other charges payable by the Tenants under
                          the Existing Leases which accrue after the Effective
                          Date are paid to Lessee.

                 h)       Termination of Assignment.  Notwithstanding anything
                          to the contrary in this Lease and the Addenda hereto,
                          and irrespective of any consideration now or
                          hereafter given to Lessor by Lessee (or otherwise
                          accruing to the benefit of Lessor), the Assignment of
                          Existing Leases shall automatically terminate (i)
                          upon the expiration or sooner termination of this
                          Lease (unless in the case of the expiration of the
                          term, Lessee has by such date exercised its Option to
                          Purchase the Premises as provided in the First
                          Addendum) or (ii) upon the expiration or sooner
                          termination of the 2393 Lease, or (iii) upon the
                          expiration or sooner termination of the 2395 Lease.
                          In the event the Assignment of Existing Lease
                          terminates by reason of the expiration or sooner
                          termination of this Lease and Lessee does not
                          purchase the Premises, then Lessee shall upon
                          Lessor's demand execute any document(s) reasonably
                          required by Lessor to evidence the termination of the
                          Assignment of Leases, if required.  If Lessee fails
                          to execute and deliver said document(s) as may be
                          required within forty-five (45) days after the
                          expiration or sooner termination of this Lease, then
                          following Lessee's receipt of written notice of such
                          failure from Lessor, and provided that Lessee does
                          not purchase the Property, then Lessee hereby grants
                          to Lessor a limited special power of attorney for the
                          express purposes of executing said appropriate
                          documents(s) on Lessee's behalf, and for that express
                          purpose only.

                 i)       Amendment of Existing Leases.  Lessee agrees that it
                          will not enter into any amendments, modifications,
                          renewals or extensions (excluding any options set
                          forth in the Existing Leases) of the Existing Leases
                          which would increase the liability of Lessor
                          thereunder without the prior written consent of
                          Lessor, which consent shall not be unreasonably
                          withheld. In any event, Lessee shall give Lessor
                          advance notice of, or otherwise provide reasonably
                          detailed information about, any such proposed
                          amendment, modification, renewal or extension.

                 j)       Termination of Existing Leases.  In the event Lessee
                          terminates any of the Existing Leases in accordance
                          with the terms and conditions of said Existing Leases
                          and applicable laws and legal procedures or any
                          Tenant under the Existing Leases terminates any
                          Existing Lease or an Existing Lease expires upon its
                          own terms, then Lessee shall be free to use and
                          occupy that part of the Premises so returned to
                          Lessee for the remainder of the term of this Lease.
                          Lessee shall also have the right to lease the
                          returned portion of the Premises to any other tenant
                          in accordance with the provisions of Article 12
                          (Assignment and Subletting).

                 k)       Notices of Default.  In the event Lessee receives a
                          notice of default of the obligations to be performed
                          by Lessee under the Existing Leases from either of
                          the Tenants thereunder, Lessee shall promptly deliver
                          a copy of such notice to Lessor. Lessor shall have
                          the right, but not the obligation, to cure any
                          default described in the notice of default within the
                          time period provided in the Existing Leases. If
                          Lessor elects to cure such default, Lessee shall
                          promptly upon demand reimburse Lessor for the
                          reasonable expenses incurred in effecting such cure.

                 l)       Proration of Rents and Transfer of Deposits.  Upon
                          the expiration of calendar year 1996, if the Tenants
                          under the Existing Leases are entitled to the return
                          of any amount of excess rent, operating expenses,
                          taxes, insurance or utility charges paid by such
                          Tenants for said





                                      -3-
<PAGE>   14
                          year under the terms of the Existing Leases,
                          respectively, Lessor shall pay to Lessee one half of
                          the amount owed to the Tenant(s). Upon the
                          Commencement Date of this Lease, Lessor shall deliver
                          in cash to Lessee the security deposits paid by the
                          Tenants under the Existing Leases, in the total amount
                          of Fourteen Thousand Two Hundred and Fifty Dollars
                          ($14,250.00).

         51.     PURCHASE AND SALE OF THE PREMISES

                 a)       Lessor's Right to Require Lessee to Purchase.
                          Subject to the terms of the Purchase Agreement (as
                          defined hereinafter below) Lessor has the right to
                          require Lessee to purchase that certain real property
                          more particularly described on Exhibit A (the
                          "Property") attached hereto (the "Put Option") which
                          Put Option shall be exercised, if at all, under the
                          following terms and conditions:

                          i.      Time.  The Put Option may be exercised at
                                  anytime beginning on the sixth (6th) month
                                  following the Commencement Date of this
                                  Lease, and ending on that date which is six
                                  (6) months prior to the Expiration Date (as
                                  defined in Paragraph 1.3 of the Lease).

                          ii.     Method of Exercise: Written Notice. If Lessor
                                  desires to exercise the Put Option, Lessor
                                  shall give Lessee written notice of such
                                  exercise as provided in Paragraph 23 of the
                                  Lease.

                          iii.    Purchase Price.  The purchase price for the
                                  Property under the Put Option shall be Three
                                  Million ($3,000,000.00) Dollars.

                          iv.     General Terms and Conditions. All of the terms
                                  and conditions for the sale of the Property
                                  pursuant to the Put Option shall be set forth
                                  in an Agreement of Purchase and Sale which
                                  shall be substantially in the form of the
                                  attached Exhibit C (the "Purchase Agreement").

                          v.      Notwithstanding anything herein, Lessor shall
                                  not be entitled to exercise its Put Option if
                                  the Property is damaged or destroyed by fire
                                  or any other peril until the Property
                                  (excluding the improvements made by Lessee to
                                  the Property) has been fully restored to the
                                  condition existing prior to the destructive
                                  event.

                 b)       Lessee's Option to Purchase.  Lessor hereby grants to
                          Lessee an option to purchase the property (the
                          "Purchase Option"). Such Purchase Option shall be
                          exercised, if at all, on the following terms and
                          conditions:

                          i.      Time.  The Purchase option may be exercised
                                  by Lessee during the period commencing
                                  January 1, 2001 through and including
                                  February 28, 2001.

                          ii.     Method of Exercise; Written Notice.  If Lessee
                                  desires to exercise the Purchase Option,
                                  Lessee shall give Lessor written notice of
                                  such exercise, which notice shall beggiven as
                                  provided in Paragraph 23 of the Lease.

                          iii.    Purchase Price.  The purchase price for the
                                  Property under the Purchase Option shall be
                                  Three Million ($3,000,000.00) Dollars.

                          iv.     Other Terms and Conditions.  All of the terms
                                  and conditions for the sale of the Property
                                  pursuant to the Purchase Option shall be as
                                  set forth in the Agreement of Purchase and
                                  Sale which shall be substantially in the form
                                  of the attached Exhibit C (the "Purchase
                                  Agreement").

                          v.      Exercisable by a "Permitted Assignee" of
                                  Lessee.  Any "Permitted Assignee" as defined
                                  in Paragraph 13 of the Second Addendum to
                                  Lease may exercise Lessee's Purchase Option
                                  to purchase the Property.

                 c)       Within ten (10) days after Lessor exercises its Put
                          Option or Lessee exercises its Purchase Option, both
                          parties shall execute the Purchase Agreement.
                          Notwithstanding anything in the Lease or the Purchase
                          Agreement if Lessor exercises its Put Option or
                          Lessee exercises its Purchase Option, and the
                          conditions and/or contingencies set forth in the
                          Purchase





                                      -4-
<PAGE>   15
                          Agreement are not satisfied as required therein,
                          Lessee shall not be obligated to purchase the
                          Property and the Purchase Agreement shall
                          automatically terminate.

                 d)       Termination of Option Rights.  Notwithstanding
                          anything to the contrary contained in Paragraph 51
                          (b) hereof or any other part of the Lease, Lessee's
                          Purchase Option shall be of no force or effect if on
                          the date of Lessee's exercise of the Purchase Option
                          there exists a material breach on the part of Lessee
                          as defined in the Lease. In the event of such a
                          material breach existing on the date Lessee exercises
                          the Purchase Option, Lessee acknowledges and agrees
                          that Lessor shall have the right to sell, lease or
                          otherwise transfer the Property to any other person
                          or entity free and clear of Lessee's Purchase Option.
                          If Lessor exercises its Put Option and Lessee
                          breaches the Purchase Agreement, this Lease shall
                          remain in effect except that Lessor's Put Option
                          shall terminate and Lessee's Purchase Option shall
                          terminate.

                 e)       Remedies for Breach of Agreement of Purchase and
                          Sale: If the parties enter into a Purchase Agreement
                          for the Property, the remedies set forth therein
                          shall be the only and exclusive remedies the parties
                          have with respect to a breach of said Purchase
                          Agreement, and a breach of said Purchase Agreement
                          shall in no way be a breach of this Lease.

         52.     LESSOR ESTOPPELS

                 a)       2393 Lessor Estoppel.  Lessor is the "Lessor" under
                          the 2393 Lease described above and hereby represents
                          and warrants to Lessee the following:

                          i.      The 2393 Lease is in full force and effect and
                                  has not been altered, amended or modified,
                                  except as specifically set forth above.

                          ii.     The date of the Lease is May 21, 1990.  The
                                  Lease constitutes the only agreement or
                                  understanding between Lessor and the 2393
                                  Tenant.

                          iii.    The "Premises" covered by the Lease consist
                                  of approximately 5,000 square feet of space.

                          iv.     Current monthly rent under the Lease is
                                  $3,750.00.  Rent and all other charges have
                                  been paid through the period ending July 31,
                                  1996.  There are no agreements concerning free
                                  rent, partial rent, rent rebate, credit for
                                  improvements, or other rental concessions.

                          v.      The Lease requires the 2393 Tenant to pay real
                                  property taxes, utilities and insurance.

                          vi.     The Lease commenced on June 1, 1990 and shall
                                  expire on March 31, 1998.

                          vii.    The Lease does not contain an option to renew
                                  the Lease term.

                          viii.   The Lease does not contain any of the
                                  following: a right of first refusal or option
                                  to expand, a right of first refusal or option
                                  to purchase, or an option to terminate.  The
                                  Lessor has not given the 2393 Tenant a notice
                                  to terminate the Lease.

                          ix.     The Lessor is holding a security deposit in
                                  the amount of $3,450.00.  Lessor holds no
                                  other funds for the 2393 Tenant's account.

                          x.      The 2393 Tenant is not in default under or in
                                  breach of the Lease and is current in the
                                  payment of all taxes, utilities, insurance
                                  and other charges required to be paid by the
                                  2393 Tenant.

                          xi.     The 2393 Tenant has not asserted a claim of
                                  default or offset or defense against the
                                  payment of rent, additional rent or other
                                  charges payable by the 2393 Tenant under the
                                  Lease.  To the best of Lessor's knowledge,
                                  the 2393 Tenant is not in default under any
                                  provision of the Lease nor has any event
                                  occurred which with the passage of time or
                                  giving of notice, or both, would constitute a
                                  default on the part of the 2393 Tenant.  The
                                  2393 Tenant does not have a claim against
                                  Lessor for any prepaid rent.





                                      -5-
<PAGE>   16
                          xii.    As of the Commencement Date, Lessor has
                                  performed all of the obligations required to
                                  be performed by the Lessor under the 2393
                                  Lease, including all obligations regarding
                                  the delivery of possession of the 2393
                                  Premises and the payment of all broker's or
                                  finder's fees in connection therewith.

                          xiii.   The Lease entitles the 2393 Tenant to the use
                                  of a total of 10 unreserved parking spaces.

                          xiv.    The 2393 Tenant has accepted possession of
                                  the 2393 Premises and currently is in
                                  possession of the 2393 Premises and to the
                                  bet of Lessor's knowledge has not assigned
                                  its rights under the 2393 Lease or sublet any
                                  portion of the 2393 Premises.

                          xv.     To the Lessor's knowledge there is no pending
                                  condemnation against the 2393 Premises, any
                                  lawsuits which will after the 2393 Premises,
                                  or any other claim, action, suit or
                                  proceeding at law or in equity, by or before
                                  any administrative or governmental authority
                                  affecting the 2393 Premises.

         b)      2395 Lessor Estoppel.  Lessor is the "Lessor" under the 2395
                 Lease described above and hereby represents and warrants to
                 Lessee the following:

                          i.      The 2395 Lease is in full force and effect
                                  and has not been altered, amended or modified.

                         ii.      The date of the Lease is October 10, 1994.
                                  The 2395 Lease constitutes the only agreement
                                  or understanding between the 2395 Tenant and
                                  Lessor.

                          iii.    The "Premises" covered by the 2395 Lease
                                  consist of approximately 15,000 square feet of
                                   space.

                          iv.     Current monthly Base Rent under the 2395 Lease
                                  is $9,300.00.  Base Rent and all other
                                  additional rent has been paid through the
                                  period ending July 31, 1996.  The 2395 Lease
                                  provides for the monthly Base Rent to increase
                                  to $10,800.00 on the first (1st) day of
                                  December 1997 and on the first (1st) day of
                                  each succeeding month through and including
                                  the first (1st) day of November 1999.  There
                                  are no agreements concerning free rent,
                                  partial rent, rent rebate, credit for
                                  improvements, or other rental concessions.

                          v.      The 2395 Lease requires the 2395 Tenant to
                                  pay its pro rata share of Common Area
                                  Operating Expenses.  The 2395 Tenant's pro
                                  rata share is 37.5%.  The 2395 Lease also
                                  requires the 2395 Tenant to pay the increase
                                  in Real Property Taxes and insurance over the
                                  Base Year 1994.

                          vi.     The 2395 Lease commenced on  December 1, 1994
                                  and, subject to the Option to Renew described
                                  in Paragraph 7 below, shall expire on
                                  November 30, 1999.

                          vii.    The 2395 Lease contains one (1) Option to
                                  Renew the term of the 2395 Lease for one (1)
                                  term of five years subject to all of the
                                  terms, covenants and condition of the 2395
                                  Lease, except that the amount of the rent for
                                  the extended term will be agreed upon between
                                  Lessor and the 2395 Tenant.

                          viii.   The 2395 Lease does not contain any of the
                                  following: a right of first refusal or option
                                  to expand, a right of first refusal or option
                                  to purchase, or an option to terminate.  The
                                  2395 Tenant has not given Lessor a notice to
                                  terminate the 2395 Lease.

                          ix.     The Lessor is holding a security deposit in
                                  the amount of $10,800.00.  Lessor holds no
                                  other funds for the 2395 Tenant's account.

                          x.      The 2395 Tenant is not in default under or in
                                  breach of the 2395 Lease and is current in
                                  the payment of all taxes, utilities, Common
                                  Area Operating Expenses and other charges
                                  required to be paid by the 2395 Tenant.





                                      -6-
<PAGE>   17
                          xi.     The 2395 Tenant has no claim of default or
                                  offset or defense against the payment of Base
                                  Rent, additional rent or other charges
                                  payable by the 2395 Tenant under the Lease.
                                  To the best of Lessor's knowledge, the 2395
                                  Tenant is not in default under any provision
                                  of the 2395 Lease nor has any event occurred
                                  which with the passage of time or giving of
                                  notice, or both, would constitute a default
                                  on the part of the 2395 Tenant.  The 2395
                                  Tenant has no claim against Lessor for any
                                  prepaid rent.

                          xii.    As of the Commencement Date, Lessor has
                                  performed all of the obligations required to
                                  be performed by the Lessor under the 2395
                                  Lease, including all obligations regarding
                                  the delivery of possession of the 2395
                                  Premises and the payment of all broker's or
                                  finder's fees in connection therewith.

                          xiii.   The Lease entitles the 2395 Tenant to the use
                                  of a total of thirty (30) unreserved parking
                                  spaces.

                          xiv.    The 2395 Tenant has accepted possession of
                                  the 2395 Premises and currently is in
                                  possession of the 2395 Premises and to the
                                  best of Lessor's knowledge has not assigned
                                  its rights under the 2395 Lease or sublet any
                                  portion of the 2395 Premises.

                          xv.     To the Lessor's knowledge there is no pending
                                  condemnation against the 2395 Premises, any
                                  lawsuits which will after the 2395 Premises,
                                  or any other claim, action, suit or
                                  proceeding at law or in equity, by or before
                                  any administrative or governmental authority
                                  affecting the 2395 Premises.

         53.     LESSOR'S REPRESENTATIONS AND WARRANTIES:

                 Lessor hereby represents and warrants to Lessee the following:

                 (a)      To the best of Lessor's knowledge, Lessor's execution
                          of this Lease does not and will not conflict with,
                          violate the terms of or constitute a default under
                          any indenture, agreement, deed of trust, note or
                          other instrument which Lessor is a party or by which
                          Lessor or the Premises may be bound which will in any
                          way affect the enforceability of this Lease, or
                          Lessee's interest in the Premises;

                 (b)      The legal description of the Premises attached hereto
                          as Exhibit A includes that certain real property and
                          improvements thereon commonly known as 2391, 2393 and
                          2395 Qume Drive, San Jose, California;

                 (c)      The Lessor has good and marketable fee title to the
                          Premises and no person or entity other than Lessee
                          has an option or other right to purchase or negotiate
                          the purchase of the Premises;

                 (d)      The consents of the Tenants under the Existing
                          Leases are not required to assign the Existing Leases
                          to Lessee; and

                 (e)      As of the Commencement Date of the Lease, Fortune
                          Trade Associates, a California Limited Partnership
                          consists of only two (2) general partners, known as:
                          The Robert S. Waples Trust and R.C. Wersted Inc.





                                      -7-
<PAGE>   18

LESSOR:                                   LESSEE:

FORTUNE TRADE ASSOCIATES, A               NUKO INFORMATION SYSTEMS, INC.,
CALIFORNIA LIMITED PARTNERSHIP            A NEW YORK CORPORATION


By:      The Robert S. Waples Trust
    --------------------------------

By:   /s/ ROBERT S. WAPLES                By:   /s/ JOHN H. GORMAN
    --------------------------------          ---------------------------------

Printed                                   Printed
Name:    Robert S. Waples                 Name:    John H. Gorman
     -------------------------------           --------------------------------

Title:   Trustee                          Title:   CFO
      ------------------------------            -------------------------------

Date: 7/29/96                             Date:    7/29/96
     -------------------------------           --------------------------------



By:      R .C. Wersted Inc.
   ---------------------------------

By:   /s/ ROBERT C. WERSTED
   ---------------------------------

Printed
Name:    Robert C. Wersted
     -------------------------------

Title:   President
      ------------------------------

Date:  7/29/96
     -------------------------------





                                      -8-
<PAGE>   19

   SECOND ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-NET


         THIS SECOND ADDENDUM TO STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT
LEASE-NET ("Second Addendum") is dated for reference purposes as of July 29,
1996, and is made between FORTUNE TRADE ASSOCIATES ("Lessor") and NUKO
INFORMATION SYSTEMS, INC. ("Lessee") to be a part of that certain Standard
Industrial/Commercial Single-Tenant Lease-Net of even date herewith between
Lessor and Lessee (herein the "Lease") concerning approximately 40,000 square
feet of space situated in that single story building located at 2391-2395 Qume
Drive, San Jose, California (the "Premises").  Lessor and Lessee agree that,
notwithstanding anything to the contrary in the Lease, the Lease is hereby
modified and supplemented as follows:

         1.      COMMENCEMENT DATE:   The Lease shall commence on the date by
which all of the following have occurred:  (a) Lessor has delivered legal
possession of the Premises to Lessee and (b) utilities are ready for use in the
Premises ("Commencement Date").  If the Commencement Date has not occurred for
any reason whatsoever on or before August 15, 1996, then Lessee may terminate
this Lease by written notice to Lessor, whereupon all monies previously paid by
Lessee to Lessor shall immediately be reimbursed to Lessee.

         2.      BASE RENT PAID UPON EXECUTION:  Lessee shall only be required
to pay Lessor the sum of Twelve Thousand Dollars ($12,000) as Base Rent for the
period July 1, 1996 through July 31, 1996.  Thereafter, Lessee shall pay Lessor
the Base Rent as set forth in Paragraph 1.5 of the Lease.

         3.      ACCEPTANCE OF PREMISES:   Lessor represents and warrants as of
the Commencement Date of the Lease that the roof (including the roof membrane,
roof screens, and roof screen penetrations), the interior and exterior doors
(including grade level doors), the structural portions of the Premises, all
paved surfaces and landscaped areas of the Premises and all meters serving the
Premises will be in good operating condition, order and repair.  Lessor shall,
at its sole cost and expense, deliver the landscaped areas of the Premises to
Lessee in a clean and groomed condition free of all debris and the paved areas
of the Premises in good condition with all of the cracks and/or holes repaired
and sealed and the parking spaces re-striped.  Lessee's acceptance of the
Premises shall not be deemed a waiver of Lessee's right to have the
above-described defects in the Premises discovered within the first thirty (30)
days of the Lease repaired at Lessor's sole cost and expense (except that under
no circumstances shall Lessor be required to replace the roof structure or roof
membrane of the Building).  Lessee shall give notice to Lessor during such
period, and Lessor shall repair such defect as soon as practicable.  Lessor
also hereby assigns to Lessee all warranties with respect to the Premises which
would reduce Lessee's maintenance obligations under the Lease and shall
cooperate with Lessee to enforce all such warranties.

         4.      COMPLIANCE WITH APPLICABLE LAWS:  At the Commencement Date,
the Premises shall conform to all requirements of covenants, conditions,
restrictions and encumbrances ("CC&R's"), all underwriter's requirements, and
all Applicable Law, including any laws  relating to asbestos (excluding the
Americans With Disabilities Act of 1990) (collectively, "Applicable Law")
applicable thereto.  Lessee shall not be required to comply with or pay the
cost of complying with any CC&R's, underwriter's requirements or Applicable
Law, unless such compliance is necessitated solely by Lessee's particular use
of the Premises.

         5.      HAZARDOUS SUBSTANCES:  To the best knowledge of Lessor, (i) no
Hazardous Substance in violation of Applicable Law is present on or about the
Premises or the real property of which the Premises is a part (the "Real
Property") or the soil, surface water or groundwater thereof, (ii) no
underground storage tanks or asbestos-containing building materials are present
on the Real Property and (iii) no action, proceeding or claim is pending or
threatened regarding the Premises or the Real Property concerning any Hazardous
Substance or pursuant to any Applicable Law.  Under no circumstance shall
Lessee be liable for, and Lessor shall indemnify, defend, protect and hold
harmless Lessee, its agents, contractors, stockholders, directors, officers,
successors, representatives, and assigns from and against all losses, costs,
claims, damages (excluding consequential damages to Lessee's business),
liabilities and expenses (including reasonable attorneys' and consultants'
fees) directly or indirectly arising out of or in connection with any Hazardous
Substance present at any time on or about the Premises or the Real Property, or
the soil, air, improvements, groundwater or surface water thereof (including
the presence of any such Hazardous Substances due to or as a result of the
Tenants or their successors or assigns under the Existing Leases (as both of
said terms are defined in the First Addendum to Lease)), or the violation of
any Applicable Law relating to any such Hazardous Substance, except to the
extent that any of the foregoing actually results from or is contributed to by
the release or emission of Hazardous Substances on or about the Premises during
the Term of the Lease by Lessee, its subtenants (excluding the Tenants or their
successors or assigns (as defined in the First Addendum)) or its agents or
employees in violation of Applicable Law.   Lessor hereby consents to the use
of the Hazardous Substances presently used by the Tenants under the Existing
Leases, including without limitation those listed on Exhibit C to the 2395
Lease (as defined in the First Addendum).  If Hazardous Substances are present
on the Premises due to an act of one or both of the Tenants, Lessee shall upon
written notice from Lessor assign its rights relating to Hazardous Substances
under the Existing Leases to Lessor to enforce the rights under said Leases
against the respective Tenants only to the extent such assignment is actually
required.  Lessee shall be required to comply with any Applicable Laws
pertaining to the use, generation or storage of Hazardous Substances by Lessee
on or about the Premises during the term of this Lease.  This Paragraph 5,
Article 6 and Paragraph 50(d) of the Lease constitute the entire agreement of
Lessor and Lessee regarding Hazardous Substances and the parties hereby agree
that no other provision of the Lease shall be deemed to apply thereto.

         6.      MAINTENANCE AND REPAIRS:  Lessor shall perform and construct,
and Lessee shall have no responsibility to perform, construct or pay for, any
repair, maintenance, restoration, replacement, renewal or improvement (i)
necessitated by the acts or omissions of Lessor or its agents, employees,
invitees or contractors or (ii) to the foundation of the Premises (except to
the extent a repair or maintenance is necessitated due to the willful
misconduct of Lessee or its employees).





<PAGE>   20
         7.      UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS:  Lessor
hereby acknowledges that following the Commencement Date of the Lease, Lessee
intends to make substantial Alterations and Utility Installations in and to the
Premises and that Lessee is entering into this Lease on the condition that
Lessor shall not unreasonably withhold its consent to any proposed Alteration
or Utility Installation of Lessee.  If Lessor's consent is required for an
Alteration or Utility Installation and Lessor fails to notify Lessee in writing
of its reasonable disapproval within thirty (30) days following Lessee's
request for approval, then Lessor shall be deemed to have approved the proposed
Alteration or Utility Installation.   Within thirty (30) days after Lessee's
request, Lessor shall advise Lessee in writing whether it reserves the right to
require Lessee to remove any Alterations or Utility Installations from the
Premises upon termination of the Lease.  If Lessor fails to require removal
upon such request, Lessee shall not be required to remove any such Alterations
or Utility Installations from the Premises.  All Alterations, Utility
Installations, Trade Fixtures and personal property installed in the Premises
at Lessee's expense ("Lessee's Property") shall at all times remain Lessee's
property and Lessee shall be entitled to all depreciation, amortization and
other tax benefits with respect thereto.  Except for Alterations which cannot
be removed without structural injury to or materially altering the then-
existing structural integrity of the Premises, at any time Lessee may remove
Lessee's Property from the Premises, provided Lessee repairs all damage caused
by such removal.  Lessor shall have no lien or other interest whatsoever in any
item of Lessee's Property, or any portion thereof or interest therein located
in the Premises or elsewhere, and Lessor hereby waives all such liens and
interests.  Within ten (10) days following Lessee's request, Lessor shall
execute documents in a form reasonably acceptable to Lessee to evidence
Lessor's waiver of any right, title, lien or interest in Lessee's Property
located in the Premises.   Lessee shall have no obligation to separately insure
any property in the Premises, other than Lessee's Property, from fire or any
other casualty and Lessee shall be entitled to all insurance proceeds and
condemnation awards and settlements payable with respect to Lessee's Property.

         8.      WAIVER OF SUBROGATION: The parties hereto release each other
and their respective agents, employees, successors, assignees and sublessees
from all liability for injury to any person or damage to any property that is
caused by or results from a risk which is actually insured against, which is
required to be insured against under this Lease, or which would normally be
covered by the standard form of "all risk-extended coverage" casualty
insurance, without regard to the negligence or willful misconduct of the entity
so released.  Each party shall use its best efforts to cause each insurance
policy it obtains to provide that the insurer thereunder waives all right of
recovery by way of subrogation as required herein in connection with any injury
or damage covered by the policy.  If such insurance policy cannot be obtained
with such waiver of subrogation, or if such waiver of subrogation is only
available at additional cost and the party for whose benefit the waiver is not
obtained does not pay such additional cost, then the party obtaining such
insurance shall immediately notify the other party of that fact.

         9.      INDEMNITY:  Lessor shall not be released from, and shall
indemnify, defend, and hold harmless Lessee from, all losses, damages
(excluding consequential damages to Lessee's business), liabilities, judgments,
actions, claims, reasonable attorneys' and reasonable consultants' fees,
payments, costs and expenses arising from the negligence or willful misconduct
of Lessor, or its agents, employees, contractors or invitees or a breach of
Lessor's obligations or representations under the Lease.

         10.     DAMAGE OR DESTRUCTION:  Lessor shall not have the right to
terminate the Lease and shall be obligated to make all necessary repairs and
restorations to the Premises if damage to or destruction of the Premises
whether partial or total (i) is an Insured Loss, or (ii) is relatively minor
(which is defined as a repair or restoration which would cost less than five
percent (5%) of the replacement cost of the Premises).  If the Premises are
partially or totally damaged or destroyed by any peril, then Lessee shall have
the option to terminate the Lease if the Premises cannot be, or are not in
fact, fully restored (excluding punch list items) by Lessor or if Lessor elects
not to restore the Premises as may be permitted under the Lease to their prior
condition within one hundred and fifty (150) days after the damage or
destruction.  Lessee shall be entitled to an equitable abatement of Base Rent,
Real Property Taxes, and any other charges required to be paid by Lessee under
the Lease to the extent any such damage or destruction interferes with Lessee's
use of the Premises.  Lessor shall notify Lessee within fifteen (15) days
following any damage to or destruction of the Premises (or the Building if such
damage or destruction interferes with Lessee's use of the Premises) of the
length of time Lessor reasonably estimates to be necessary for repair or
restoration of the Premises.  If the Premises are totally destroyed, Lessor
shall only be required to rebuild the Premises to the extent of the insurance
proceeds received.

         11.     REAL PROPERTY TAXES:  Lessee shall not be required to pay any
portion of any tax, assessment expense, or other governmental levies (i) in
excess of the amount which would be payable if such tax, assessment expense or
levy were paid in installments over the longest possible term, (ii)
attributable to a gift, transfer or franchise tax, and (iii) which the Lessor
has a right of reimbursement from others.

         12.     ASSIGNMENT AND SUBLETTING:  Lessee may, without Lessor's prior
written consent and without any participation by Lessor in assignment and
subletting proceeds or consideration, sublet any or all of the Premises or
assign the Lease on such terms and conditions as Lessee may elect to: (i) a
subsidiary, affiliate, division or corporation controlling, controlled by or
under common control with Lessee; (ii) a successor corporation related to
Lessee by merger, consolidation, nonbankruptcy reorganization, or government
action; or (iii) a purchaser of substantially all of Lessee's assets located in
the Premises which has a net worth equal to or greater than the net worth of
the Lessee as of the Commencement Date of the Lease (the "Permitted
Assignees").  For the purpose of this Lease, any sale or transfer of Lessee's
capital stock, including without limitation, a transfer in connection with the
merger, consolidation or nonbankruptcy reorganization of Lessee and any sale
through any national market system or public exchange, shall not be deemed an
assignment, subletting, or any other transfer of the Lease or the Premises.  If
Lessor fails to respond to Lessee's request to assign or sublet the Premises
within fifteen (15) days following Lessor's receipt of Lessee's request, Lessor
shall be deemed to have consented to such assignment or sublet of the Premises.
Notwithstanding anything to the contrary contained in the Lease or this Second
Addendum: the provisions of Article 12 of the Lease shall not apply to Lessee's
assumption of the Existing Leases of the Premises from Lessor.




                                      -2-
<PAGE>   21
         13.     LATE CHARGE AND PERFORMANCE OF LESSEE'S OBLIGATIONS:  Lessor
shall not perform any obligations on behalf of the Lessee (a) on account of
Lessee's failure to pay money to Lessor or (b) on account of Lessee's failure
to perform any other covenant under the Lease, unless Lessee's failure to
perform such covenant continues beyond the periods set forth in Section 13.1 of
the Lease after Lessee's actual receipt of written notice thereof.

         14.     BREACH BY LESSOR:  In the event Lessor fails to perform any of
its obligations under the Lease within the time period set forth in Section
13.5 of the Lease (except in the case of an emergency), Lessee may cure any
default of Lessor at Lessor's cost and Lessor shall pay to Lessee the actual
cost of such cure upon demand.

         15.     CONDEMNATION:  Notwithstanding anything in Paragraph 14 of the
Lease, Lessee may terminate the Lease by delivery to Lessor of a written notice
as a result of any condemnation if Lessee's use of the Premises is materially
diminished thereby.   In the event the Lease is not terminated as a result of a
condemnation, Base Rent, Real Property Taxes, and other charges s hall be
abated based upon the extent to which Lessee's use of the Premises is
diminished.  In addition to the proceeds Lessee shall be entitled to under the
Lease, Lessee shall receive a portion of the condemnation proceeds based on (i)
the unamortized value, allocable to the remainder of the Lease term, of any
improvements installed at Lessee's expense, which are not removable, (ii) loss
to Lessee's goodwill as a consequence of the condemnation and (iii) Lessee's
relocation expenses to relocate to an alternative space or within the Premises.
If the net severance damages received by Lessor under the Lease are materially
insufficient to repair the damage to the Premises caused by the condemnation,
Lessor may terminate the Lease.

         16.     SUBORDINATION:  Prior to the Commencement Date of the Lease,
Lessor shall obtain from any holders of a Security Device a written agreement
in a form reasonably acceptable to Lessee providing for the recognition of
Lessee's rights and interests under the Lease in the event of a foreclosure or
termination of the holder's Security Device.

         17.     LESSOR'S ENTRY OF PREMISES:  Lessor, except in the case of an
emergency or to provide janitorial services, shall provide Lessee with
twenty-four (24) hours' written notice prior to entry of the Premises.  Such
entry by Lessor and Lessor's agents shall not impair Lessee's operations more
than reasonably necessary.  During any such entry, Lessor and Lessor's agents
shall comply with Lessee's reasonable security measures and shall, at Lessee's
election, at all times be accompanied by Lessee.

         18.     SURRENDER:  Lessee's obligations with respect to surrender of
the Premises shall be fulfilled if Lessee surrenders possession of the Premises
in the condition existing at the commencement of the Lease, excepting ordinary
wear and tear, acts of God, casualties, condemnation, Hazardous Substances
(other than those released or emitted by Lessee during the term of this Lease
in violation of applicable environmental laws), and Lessee Owned Alterations
and Utility Installations that Lessee is not required under the Lease to
remove.

         19.      PARKING:  Lessee, at no cost to Lessee, shall have the
exclusive use, subject to any parking rights reserved in the Existing Leases of
all of the parking spaces in the parking lot adjacent to or serving the
Premises.

         20.     RULES AND REGULATIONS:  Lessee shall not be required to comply
with any rule or regulation unless the same applies non-discriminatorily to
all occupants of the Premises, and does not unreasonably interfere with
Lessee's use of or access to the Premises or Lessee's parking rights.  Lessee
shall also not be required to comply with any new rule or regulation which
increases Lessee's obligations or decreases Lessee's rights under the Lease.

         21.     APPROVALS: Whenever the Lease requires an approval, consent,
designation, determination or judgment by either Lessor or Lessee, such
approval, consent, designation, determination or judgment shall be reasonable,
shall not be unreasonably withheld or delayed and, in exercising any right or
remedy hereunder, each party shall at all times act reasonably and in good
faith.

         22.     REASONABLE EXPENDITURES:   Any expenditure by a party
permitted or required under the Lease, for which such party is entitled to
demand and does demand reimbursement from the other party, shall be limited to
the fair market value of the goods and services involved, shall be reasonably
incurred, and shall be substantiated by documentary evidence available for
inspection and review by the other party or its representative during normal
business hours.

         23.     LESSOR'S AUTHORITY TO EXECUTE:  Lessor warrants and represents
to Lessee that Lessor has the full right, power and authority to enter into
this Lease and has obtained all necessary consents and approvals from its
partners, officers, board of directors or other members required under the
documents governing its affairs in order to consummate the Lease contemplated
hereby and the individual(s) who execute the Lease on behalf of Lessor are duly
authorized to do so and bind the Lessor thereby.

         24.     PURCHASE OF THE PREMISES:  If Lessee elects to purchase the
Premises, this lease shall terminate on the date of the Close of Escrow for the
Premises.  Upon the Close of Escrow and termination of this Lease, Lessor and
Lessee shall have no further obligations under the Lease, except that the
assumption and assignment of the Existing Leases, more fully described in the
First Addendum, shall survive the Close of Escrow for the Premises except that
the Lessee shall be the "Insuring Party" under the Lease as of the Close of
Escrow for events occurring after the Close of Escrow, and Paragraph 50(d)(v)
of the First Addendum shall not be effective as to any release, discharge,
emission or disposal of Hazardous Substances on or about the Premises which
occurs after the date of the Close of Escrow.

         25.     CONDITION PRECEDENT:  Prior to or on the Commencement Date of
this Lease, Lessor shall use its best efforts to obtain a completed Lessor
Estoppel Certificate ("Estoppel Certificate") from each Tenant under the
Existing Leases




                                      -3-
<PAGE>   22
and a Non-Disturbance, Attornment and Subordination Agreement ("Non-Disturbance
Agreement") from Home Savings of America, FSB and/or any other lender of Lessor
("Lessor's Lender"), both in the form attached hereto as Exhibit B.  If Lessor
does not deliver a fully executed and completed original Estoppel Certificate
to Lessee for each Tenant under the Existing Leases and a fully executed
original of the Non-Disturbance Agreement from Lessor's Lender to Lessee within
forty-five (45) days following the Commencement Date of this Lease, Lessee
shall have the right to terminate this Lease, in which event this Lease shall
be null and void and the parties shall have no further obligations under this
Lease or the assignment of the Existing Leases.

         26.     INITIAL TENANT IMPROVEMENTS:  Lessor acknowledges receipt of
Lessee's initial construction plans prepared by the Hagman Group, Inc.
Architectural Planning, dated July 15, 1996 ("Plans").  Lessor shall approve
or disapprove of the initial plans no later than ten (10) days after the date
of Lessor's receipt.  Lessor's approval shall not be unreasonably withheld.
The parties shall use their best efforts to resolve any disagreement over the
initial Plans no later than fifteen (15) days after Lessor's receipt of the
Plans.  If Lessor and Lessee do not agree on the Plans and the construction of
the improvements to be constructed on the Property within said period, Lessee
may terminate this Lease, in which event the parties shall have no further
obligations under this Lease.  If Lessor approves of the Plans, Lessee may
construct the improvements and alterations described in said Plans.

         27.     EFFECT OF ADDENDUM:  All terms with initial capital letters
used herein as defined terms shall have the meanings ascribed to them in the
Lease unless specifically defined herein.  In the event of any inconsistency
between this Second Addendum and the Lease, the terms of this Second Addendum
shall prevail.  As used herein and in the Lease, the term "Lease" shall mean
the Lease, the First Addendum, this Second Addendum, and all exhibits, rules
and regulations referred to in the Lease or this Second Addendum.


LESSOR:                                   LESSEE:

FORTUNE TRADE ASSOCIATES,                 NUKO INFORMATION SYSTEMS, INC.,
A CALIFORNIA LIMITED PARTNERSHIP          NEW YORK CORPORATION


By:   The Robert S. Waples Trust
   ---------------------------------

By:  /s/ ROBERT S. WAPLES                 By:  /s/ JOHN H. GORMAN
   ---------------------------------         ----------------------------------

Printed                                   Printed
Name:  Robert S. Waples                   Name:    John H. Gorman
     -------------------------------           --------------------------------

Title:   Trustee                          Title:   CFO
      ------------------------------            -------------------------------_

Date:   7/29/96                           Date:    7/29/96
     -------------------------------           -------------------------------



By:      R .C. Wersted Inc.
   ---------------------------------

By:  /s/ ROBERT C. WERSTED
   ---------------------------------

Printed
Name:   Robert C. Wersted
     -------------------------------

Title:   President
      ------------------------------

Date:  7/29/96
     -------------------------------