EXHIBIT 10.25 FILE COPY  STANDARD INDUSTRIAL LEASE  MULTI-TENANT AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION  [GRAPHIC]  1.      Parties.  This Lease, dated, for reference purposes
only, November 30, 1993, is made by and between William D
& Edna J. Wright dba South Coast Business Park (herein called Lessor)
and q.a.d., Inc., a California Corporation (herein called Lessee).  2.      Premises, Parking and Common Areas.  2.1        Premises.Lessor hereby leases to Lessee
and Lessee leases from Lessor for the term, at the rental, and upon all of the
conditions set forth herein, real property situated in the County of Santa
Barbara, State of California commonly known as South Coast
Business Park, Phases I & II (46,198 s.f. + 14,000 s.f. = 60,198 s.f)
and described as 6430 Via Real, Suites 3 thru 8 (building C), Carpinteria,
CA consisting of approximately 9,500 square feet (see exhibit A attached
hereto)herein referred to as the Premises, as may be outlined on an
Exhibit attached hereto. Including rights to the Common Areas as hereinafter
specified but not including any rights to the roof of the Premises or to any
Building in the Industrial Center. The Premises are a portion of a building,
herein referred to as the Building. The Premises, the Building, the Common Areas,
the land upon which the same are located, along with all other buildings and
improvements thereon, are herein collectively referred to as the Industrial
Center.  2.2        Vehicle
Parking.Lessee shall be entitled to 29 vehicle parking
spaces, unreserved and unassigned, on those portions of the Common Areas
designated by Lessor for parking. Lessee shall not use more parking spaces than
said number. Said parking spaces shall be used only for parking by vehicles no
larger than full size passenger automobiles or pick-up trucks, herein called
Permitted Size Vehicles. Vehicles other than Permitted Size Vehicles are
herein referred to as Oversized Vehicles. Lessee shall have the non-exclusive
right to use the lot located at 6410 Via Real for parking until such time that
construction commences  2.2.1  Lessee shall not permit or allow any
vehicles that belong to or are controlled by Lessee or Lessees employees,
suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked
in areas other than those designated by Lessor for such activities.  2.2.2  If Lessee permits or allows any of the
prohibited activities described in paragraph 2.2 of this Lease, then Lessor
shall have the right, without notice. In addition to such other rights and
remedies that it may have, to remove or tow away the vehicle involved and
charge the cost to Lessee, which cost shall be immediately payable upon demand
by Lessor.  2.3        Common
Areas  Definition.  The term
Common Areas is defined as all areas and facilities outside the Premises and
within the exterior boundary line of the Industrial Center that are provided
and designated by the Lessor from time to time for the general non-exclusive
use of Lessor, Lessee and of other lessees of the Industrial Center and their
respective employees, suppliers, shippers, customers and invitees, including
parking areas, loading and unloading areas, trash areas, roadways, sidewalks,
walkways, parkways, driveways and landscaped areas.  2.4        Common
Areas  Lessees Rights. 
Lessor hereby grants to Lessee, for the benefit of Lessee and its
employees, suppliers, shippers, customers and invitees, during the term of this
Lease, the non-exclusive right to use in common with others entitled to such
use, the Common Areas as they exist from time to time, subject to any rights,
powers, and privileges reserved by Lessor under the terms hereof or under the
terms of any rules and regulations or restrictions governing the use of the
Industrial Center. Under no circumstances shall the right herein granted to use
the Common Areas be deemed to include the right to store any property,
temporarily or permanently, in the Common Areas. Any such storage shall be
permitted only by the prior written consent of Lessor or Lessors designated
agent, which consent may be revoked at any time. In the event that any
unauthorized storage shall occur then Lessor shall have the right, without
notice, in addition to such other rights and remedies that it may have, to
remove the property and charge the cost to Lessee, which cost shall be
immediately payable upon demand by Lessor.  2.5        Common
Areas  Rules and Regulations. 
Lessor or such other person(s) as Lessor may appoint shall have the
exclusive control and management of the Common Areas and shall have the right,
from time to time, to establish, modify, amend and enforce reasonable rules and
regulations with respect thereto. Lessee agrees to abide by and conform to all
such rules and regulations, and to cause its employees, suppliers, shippers,
customers, and invitees to so abide and conform. Lessor shall not be
responsible to Lessee for the non-compliance with said rules and regulations by
other lessees of the Industrial Center.  2.6        Common
Areas  Changes.  Lessor
shall have the right, in Lessors sole discretion, from time to time:  (a)  To make changes to the Common Areas,
including, without limitation, changes in the location, size, shape and number
of driveways, entrances, parking spaces, parking areas, loading and unloading
areas, ingress, egress, direction of traffic, landscaped areas and walkways;
(b) To close temporarily any of the Common Areas for maintenance purposes so
long as reasonable access to the Premises remains available; (c) To designate
other land outside the boundaries of the Industrial Center to be a part of the
Common Areas; (d) To add additional buildings and improvements to the Common
Areas; (e) To use the Common Areas while engaged in making additional
improvements, repairs or alterations to the Industrial Center, or any portion
thereof; (f) To do and perform such other acts and make such other changes in,
to or with respect to the Common Areas and Industrial Center as Lessor may, in
the exercise of sound business judgment, deem to be appropriate.  2.6.1        Lessor shall at all
times provide the parking facilities required by applicable law and in no event
shall the number of parking spaces that Lessee is entitled to under paragraph
2.2 be reduced.  3.      Term.  3.1       Term.  The term of this Lease shall be for fifty-six
(56) months commencing on 5/1/94 or upon receipt of final approval from
city of Carp and ending on in any event + December 31, 1998 unless
sooner terminated pursuant to any provision hereof. See Addendum.  3.2       Delay
in Possession. 
Notwithstanding said commencement date, if for any reason Lessor cannot deliver
possession of the Premises to Lessee on said 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 be obligated to pay rent or perform any other
obligation of Lessee under the terms of this Lease, except as may be otherwise
provided in this Lease, until possession of the Premises is tendered to Lessee.  3.3       Early
Possession.  If
Lessee occupies the Premises prior to said commencement date, such occupancy
shall be subject to all provisions of this Lease, such occupancy shall not
advance the termination date, and Lessee shall pay rent for such period at the
initial monthly rates set forth below.  4.      Rent.  4.1       Base
Rent.  Lessee
shall pay to Lessor, as Base Rent for the Premises, without any offset or
deduction, except as may be otherwise expressly provided in this Lease, on the 1st
day of each month of the term hereof, monthly payments in advance of $ 11,875.00.
See Addendum for cost of living adjustments to Base Rent, and determination of
rent during Extension Periods. Lessee shall pay Lessor upon execution
hereof $ 11,875.00 as Base Rent for first months rent Rent for
any period during the term hereof which is for less than one month shall be a
pro rata portion of the Base Rent. Rent shall be payable in lawful money of the
United States to Lessor at the address stated herein or to such other persons
or at such other places as Lessor may designate in writing.  4.2       Operating
Expenses. 
Lessee shall pay to Lessor during the term hereof, in addition to the
Base Rent. Lessees Share, as hereinafter defined of all Operating Expenses, as
hereinafter defined, during each calendar year of the term of this Lease, in
accordance with the following provisions: (a)  Lessees Share is defined, for purposes of
this Lease, as 15.78 percent, guaranteed not to exceed $.22 (b)  Operating Expenses is declined, for
purposes of this Lease, as all costs incurred by Lessor, if any, for: per s.f.
for the first 12 months of occupancy (i)     The operation, repair and
maintenance, in neat, clean, good order and condition, of the following: (aa)  The Common Areas, including parking areas,
loading and unloading areas, trash areas, roadways, sidewalks, walkways,
parkways, driveways, landscaped areas, striping, bumpers, irrigation systems,
Common Area lighting facilities and fences and gates; (bb)  Trash disposal services; (cc)  Tenant directories; (dd)  Fire detection systems including sprinkler
system maintenance and repair;  Initials : KL PML  1 
   (ee)  Security services; (ff)  Any other service to be provided by Lessor
that is elsewhere in this Lease stated to be an Operating Expense; (ii)  Any deductible portion of
an insured loss concerning any of the items or matters described in this
paragraph 4.2; (iii)  The cost of the premiums
for the liability and property insurance policies to be maintained by Lessor
under paragraph 8 hereof; (iv)  The amount of the real
property tax to be paid by Lesor under paragraph 10.1 hereof; (v)  The cost of water, gas and
electricity to service the Common Areas.  (c)  The inclusion of the improvements,
facilities and services set forth in paragraph 4.2(b)(i) of the definition of
Operating Expenses shall not be deemed to impose an obligation upon Lessor to
either have said improvements or facilities or to provide those services unless
the Industrial Center already has the same, Lessor already provides the
services, or Lessor has agreed elsewhere in this Lease to provide the same or
some of them.  (d)  Lessees Share of Operating Expenses shall
be payable by Lessee within ten (10) days after a reasonably detailed statement
of actual expenses is presented to Lessee by Lessor. At Lessors option,
however, an amount may be estimated by Lessor from time to time of Lessees
Share of annual Operating Expenses and the same shall be payable monthly or
quarterly, as Lessor shall designate during each twelve-month period of the
Lease term, on the same day as the Base Rent is due hereunder. In the event
that Lessee pays Lessors estimate of Lessees Share of Operating Expenses as
aforesaid, Lessor shall deliver to Lessee within sixty (60) days after the
expiration of each calendar year a reasonably detailed statement showing
Lessees Share of the actual Operating Expenses incurred during the preceding
year. If Lessees payments under this paragraph 4.2(d) during said preceding
year exceed Lessees Share as indicated on said statement, Lessee shall be
entitled to credit the amount of such overpayment against Lessees Share of
Operating Expenses next falling due. If Lessees payments under this paragraph
during said preceding year were less than Lessees Share as indicated on said
statement. Lessee shall pay to Lessor the amount of the deficiency within ten
(10) days after delivery by Lessor to Lessee of said statement.  5.        Security
Deposit. 
Lessee shall deposit with Lessor upon execution hereof $11,875.00
as security for Lessees faithful performance of Lessees obligation hereunder.
If Lessee fails to pay rent or other charges due hereunder, or otherwise
defaults with respect to any provision of this Lease, Lessor may use, apply or
retain all or any portion of said deposit for the payment of any rent or other
charge in default or for the payment of any other sum to which Lessor may
become obligated by reason of Lessees default, or to compensate Lessor for any
loss or damage which Lessor may suffer thereby. If Lessor so uses or applies
all or any portion of said deposit, Lessee shall within ten (10) days after
written demand therefor deposit cash with Lessor in an amount sufficient to
restore said deposit to the full amount then required of Lessee. If the monthly
rent shall, from time to time, increase during the term of this Lease, Lessee
shall at the time of such increase, deposit with Lessor additional money as a
security deposit so that the total amount of the security deposit held by
Lessor shall at all times bear the same proportion to the than current Base
Rent as the initial security deposit bears to the Initial Base Rent set forth
in paragraph 4. Lessor shall not be required to keep said security deposit
separate from its general accounts. If Lessee performs all of Lessees
obligations hereunder, said deposit, or so much thereof as has not theretofore
been applied by Lessor, shall be returned, without payment of interest or other
increment for its use, to Lessee (or, at Lessors option, to the last assignee,
if any, of Lessees interest hereunder) all the expiration of the term hereof,
and after Lessee has vacated the Premises. No trust relationship is created
herein between Lessor and Lessee with respect to said Security Deposit.  6.     Use.  6.1. 
Use.  The Premises shall be used and occupied only for the purpose of
manufacturing, developing and marketing computer software, & training class
and for no other use without Lessors prior written consent. See Addendum
for additional terms.  6.2. 
Compliance with Law.  (a) 
Lessor warrants to Lessee that the Premises, in the state existing on
the date that the Lease term commences, but without regard to the use for which
Lessee will occupy the Premises, does not violate any covenants or restrictions
of record, or any applicable building code, regulation or ordinance in effect
on such Lease term commencement date. In the event it is determined that this
warranty has been violated, then it shall be the obligation of the Lessor,
after written notice from Lessee, to promptly, at Lessors sole cost and
expense, rectify any such violation. In the event Lessee does not give to
Lessor written notice of the violation of this warranty within six months from
the date that the Lease term commences, the correction of same shall be the
obligation of the Lessee of Lessees sole cost. The warranty contained in this
paragraph 6.2(a) shall be of no force of effect if, prior to the date of this
Lease, Lessee was an owner or occupant of the Premises and, in such event,
Lessee shall correct any such violation at Lessees sole cost.  (b) 
Except as provided in paragraph 6.2(a) Lessee shall, at Lessees
expense, promptly comply with all applicable statutes, ordinances, rules,
regulations, orders, covenants and restrictions of record, and requirements of
any life insurance underwriters or rating bureaus, now in effect or which may
hereafter come into effect, whether or not they reflect a change in policy from
that now existing, during the term or any part or the term hereof, relating in any
manner to the Premises and the occupation and use by Lessee of the Premises and
of the Common Areas. Lessee shall not use nor permit the use of the Premises or
the Common Areas in any manner that will tend to create waste or a nuisance or
shall lend to disturb other occupants of the Industrial Center.  6.3.       Condition of Premises.  (a) 
Lessor shall deliver the Premises to Lessee clean and free of debris on
the Lease commencement date (unless Lessee is already in possession) and Lessor
warrants to Lessee that the plumbing, lighting, air conditioning, heating, and
loading doors in the Premises shall be in good operating condition on the Lease
commencement date. In the event that it is determined that this warranty has
been violated, then it shall be the obligation of Lessor, after receipt of
written notice from Lessee setting forth with specificity the nature of the
violation, to promptly, at Lessors sole cost, rectify such violation. Lessees
failure to give such written notice to Lessor within thirty (30) days after the
Lease commencement date shall cause the conclusive presumption that Lessor has
complied with all of Lessors obligations hereunder. The warranty contained in
this paragraph 6.3(a) shall be of no force or effect if prior to the date of this
Lease, Lessee was an owner or occupant of the Premises. See Addendum.  (b) 
Except as otherwise provided in this Lease, Lessee hereby accepts the
Premises in their condition existing as of the Lease commencement date or the
date that Lessee takes possession of the Premises, whichever is earlier,
subject to all applicable zoning, municipal, county and state laws, ordinances
and regulations governing and regulating the use of the Premises, and any
covenants or restrictions of record, and accepts this Lease subject thereto and
to all matters disclosed thereby and by any exhibits attached hereto. Lessee
acknowledges that neither Lessor nor Lessors agent has made any representation
or warranty as to the present of future suitability of the Premises for the conduct
of Lessees business.  7.      Maintenance, Repairs, Alterations and
Common Area Services.  7.1. 
Lessors Obligations.  Subject to the provisions of paragraphs 4.2 (Operating Expenses),
6 (Use), 7.2 (Lessees Obligations) and 9 (Damage or Destruction) and except
for damage caused by any negligent or intentional act or omission of Lessee,
Lessees employees, suppliers, shippers, customers, or invitees, in which event
Lessee shall repair the damage, Lessor, at Lessors expense, subject to
reimbursement pursuant to paragraph 4.2, shall keep in good condition and
repair the foundations, exterior walls, structural condition of interior
bearing walls, and roof of the Premises, as well as the parking lots, walkways,
driveways, landscaping, fences, signs and utility installations of the Common
Areas and all parts thereof, as well as providing the services for which there
is an Operating Expense pursuant to paragraph 4.2. Lessor shall not, however,
be obligated to paint the exterior or interior surface of exterior walls, nor
shall Lessor be required to maintain, repair or replace windows, doors or plate
glass of the Premises. Lessor shall have no obligation to make repairs under
this paragraph 7.1 until a reasonable time after receipt of written notice from
Lessee of the need for such repairs. Lessee expressly waives the benefits of
any statute now or hereafter in effect which would otherwise afford Lessee the
right to make repairs at Lessors expense or to terminate this Lease because
Lessors failure to keep the Premises in good order, condition and repair.
Lessor shall not be liable for damages or loss of any kind of nature by reason
of Lessors failure to furnish any Common Area Services when such failure is
caused by accident, breakage, repairs, strikes, lockout, or other labor
disturbances of disputes of any character, or by any other cause beyond the
reasonable control of Lessor.  7.2. 
Lessees Obligations.  (a)  Subject to the provisions
of paragraphs 6 (Use), 7.1 (Lessors Obligations), and 9 (Damage or Destruction),
Lessee, at Lessees expense, shall keep in good order, condition and repair the
Premises and every part thereof (whether or not the damaged portion of the
Premises or the means of repairing the same are reasonably or readily
accessable to Lessee) including, without limiting the generality of the
foregoing, all plumbing, heating, ventilating and air conditioning systems
(Lessee shall procure and maintain, at Lessees expense, a ventilating and air
conditioning system maintenance contract), electrical and lighting facilities
and equipment within the Premises, fixtures, interior walls and interior
surfaces of exterior walls, ceilings, windows, doors, plate glass, and
skylights located within the Premises. Lessor reserves the right to procure and
maintain the ventilating and air conditioning system maintenance contract and
if Lessor so elects, Lessee shall reimburse Lessor, upon demand, for the cost
thereof. Lessee shall be responsible for clean-up of all hazardous waste
occurring in or about the premises.  (b)  If Lessee fails to perform
Lessees obligations under this paragraph 7.2 or under any other paragraph of
this Lease, Lessor may enter upon the Premises after ten (10) days prior
written notice to Lessee (except in the case of emergency, in which no notice
shall be required), perform such obligations on Lessees behalf and put the
Premises in good order, condition and repair, and the cost thereof together
with interest thereon at the maximum rate then allowable by law shall be due
and payable as additional rent to Lessor together with Lessees next Base Rent
installment.  (c)  On the last day of the term
hereof, or on any sooner termination, Lessee shall surrender the Premises to
Lessor in the same condition as received, ordinary wear and tear excepted,
clean and free of debris. Any damage or deterioration of the Premises shall not
be deemed ordinary wear and tear if the same could have been prevented by good
maintenance practices. Lessee shall repair any damage to the Premises
occasioned by the installation or removal of Lessees trade fixtures,
alterations, furnishings and equipment. Notwithstanding anything to the
contrary otherwise stated in this Lease, Lessee shall leave the air lines,
power panels, electrical distribution systems, lighting fixtures, space
heaters, air conditioning, plumbing and fencing on the Premises in good
operating condition.  7.3. 
Alterations and Additions.  (a)  Lessee shall not without
Lessors prior written consent make any alterations, improvements, additions,
or Utility installations in, on or about the Premises, or the Industrial
Center, except for nonstructural alterations to the Premises not exceeding
$2,500 in cumulative costs, during the term of this Lease. In any event,
whether or not in excess of $2,500 in cumulative cost, Lessee shall make no
change or alteration to the  Initials: KL PML  2 
   exterior of the Premises nor
the exterior of the Building nor the Industrial Center without Lessors prior
written consent. As used in this paragraph 7.3 the term Utility Installation
shall mean carpeting, window coverings, air lines, power panels, electrical
distribution systems, lighting fixtures, space heaters, air conditioning,
plumbing, and fencing. Lessor may require that Lessee remove any or all of said
alterations, improvements, additions or Utility Installations at the expiration
of the term, and restore the Premises and the Industrial Center to their prior
condition. Lessor may require Lessee to provide Lessor, at Lessees sole cost
and expense, a lien and completion bond in an amount equal to one and one-half
times the estimated cost of such improvements, to insure Lessor against any
liability for mechanics and materialmens liens and to insure completion of the
work. Should Lessee make any alterations, improvements, additions or Utility
Installations without the prior approval of Lessor, Lessor may at any time
during the term of this lease, require that Lessee remove any or all of the
same.  (b)  Any alterations,
improvements, additions or Utility Installations in or about the Premises or
the Industrial Center that Lessee shall desire to make and which requires the
consent of the Lessor shall be presented to Lessor in written form, with
proposed detailed plans. If Lessor shall give its consent, the consent shall be
deemed conditioned upon Lessee acquiring a permit to do so from appropriate
governmental agencies, the furnishing of a copy thereof to Lessor prior to the
commencement of the work and the compliance by Lessee of all conditions of said
permit in a prompt and expeditious manner.  (c)  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 in the Premises, which claims are or may be
secured by any mechanics or materialmens lien against the Premises, or the
Industrial Center, or any interest therein. Lessee shall give Lessor not less
than ten (10) days notice prior to the commencement of any work in the
Premises, and Lessor shall have the right to post notices of non-responsibility
in or on the Premises or the Building 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 itself and Lessor against the same and shall
pay and satisfy any such adverse judgment that may be rendered thereon before
the enforcement thereof against the Lessor or the Premises or the Industrial
Center, upon the condition that if Lessor shall require, Lessee shall furnish
to Lessor a surely bond satisfactory to Lessor in an amount equal to such
contested lien claim or demand indemnifying Lessor against liability for the
same and holding the Premises and the Industrial Center free from the effect of
such lien or claim. In addition, Lessor may require Lessee to pay Lessors
attorneys fees and costs in participating in such action if Lessor shall decide
it is to Lessors best interest to do so.  (d)  All alterations,
improvements, additions and Utility Installations (whether or not such Utility
Installations constitute trade fixtures of Lessee), which may be made on the
Premises, shall be the property of Lessor and shall remain upon and be
surrendered with the Premises at the expiration of the Lease term, unless Lessor
requires their removal pursuant to paragraph 7.3(a). Notwithstanding the
provisions of this paragraph 7.3(d), Lessees machinery and equipment, other
than that which is affixed to the Premises so that it cannot be remove without
material damage to the Premises, and other than Utility Installations, shall
remain the Property of Lessee and may be removed by Lessee subject to the
provisions of paragraph 7.2.  7.4 
Utility Additions.  Lessor reserves the right to install new or additional utility
facilities throughout the Building and the Common Areas for the benefit of
Lessor or Lessee, or any other lessee, or any other lessee of the Industrial
Center, including, but not by way of limitation, such utilities as plumbing,
electrical systems, security systems, communication systems, and fire
protection and detection systems, so long as such installations do not
unreasonably interfere with Lessees use of the Premises.  8.      Insurance; Indemnity.  8.1 Liability Insurance  Lessee. See page 8 after article number
49  8.2. 
Liability Insurance  Lessor.  Lessor shall obtain and keep in force during
the term of this Lease a policy of Combined Single Limit Bodily Injury and
Property Damage Insurance, insuring Lessor, but not Lessee, against any
liability arising out of the ownership, use, occupancy or maintenance of the
Industrial Center in an amount not less than $1,000,000 per occurrence.  8.3. 
Property Insurance.  Lessor shall obtain and keep in force during the term of this
Lease a policy or policies of insurance covering loss or damage to the
Industrial Center improvements, but not Lessees personal property, fixtures,
equipment or tenant improvements, in an amount not to exceed the full
replacement value thereof, as the same may exist from time to time, providing
protection against all perils included within the classification of fire,
extended coverage, vandalism, malicious mischief, flood (in the event same is
required by a lender having a lien on the Premises) special extended perils
(all risk as such term is used in the insurance industry), plate glass
insurance and such other insurance as Lessor deems advisable. In addition,
Lessor shall obtain and keep in force, during the term of this Lease, a policy
of rental value insurance covering a period of one year, with loss payable to
Lessor, which insurance shall also cover all Operating Expanses for said
period. In the event that the Premises shall suffer an insured loss as defined
in paragraph 9.1(g) hereof, the deductible amounts under the casualty insurance
policies relating to the Premises shall be paid by Lessee.  8.4 
Payment of Premium Increase.  (a)  After the term of this
Lease has commenced, Lessee shall not be responsible for paying Lessees Share
of any increase in the property insurance premium for the Industrial Center
specified by Lessors insurance carrier as being caused by the use, acts or
omissions of any other lessee of the Industrial Center, or by the nature of
such other lessees occupancy which create an extraordinary or unusual risk.  (b)  Lessee, however, shall pay
the entirety of any increase in the property insurance premium for the
Industrial Center over what it was immediately prior to the commencement of the
term of this Lease if the increase is specified by Lessors insurance carrier as
being caused by the nature of Lessees occupancy or any act or omission of
Lessee.  8.5 
Insurance Policies.  Insurance required hereunder shall be in companies holding a
General Policyholders Rating of at least B plus or such other ratings as may
be required by a lender having a lien on the Premises, as set forth in the most
current issues of Bests Insurance Guide. Lessee shall not do or permit to be
done anything which shall invalidate the insurance policies carried by Lessor.
Lessee shall deliver to Lessor copies of liability insurance policies required
under paragraph 8.1 or certificates evidencing the existence and amounts of
such insurance within seven (7) days after the commencement date of this Lease.
No such policy shall be cancelable or subject to reduction of coverage or other
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 renewals or binders thereof.  8.6 
Walver of Subrogation.  Lessee and Lessor each herby release and
relieve the other, and waive their entire right of recovery against the other
for loss or damage arising out of or incident to the perils insured against
which perils occur in, on or about the Premises, whether due to the negligence
of Lessor or Lessee or their agents, employees, contractors and/or invitees.
Lessee and Lessor shall, upon obtaining the policies of insurance required give
notice to the insurance carrier or carriers that the foregoing mutual waiver of
subrogation is contained in this Lease.  8.7 
Indemnity. 
Lessee shall indemnify and hold harmless Lessor from and against any and
all claims arising from Lessees use of the Industrial Center, or from the
conduct of Lessees business or from any activity, work or things done,
permitted or suffered by Lessee in or about the Premises or elsewhere and shall
further indemnify and hold harmless Lessor from and against any and all claims
arising from any breach or default in the performance of any obligation on
Lessees part to be performed under the terms of this Lease, or arising from
any act or omission of Lessee, or any of Lessees agents, contactors, or
employees, and from and against all costs, attorneys fees, expenses and
liabilities incurred in the defense of any such claim or any action or
proceeding brought thereon; and in case any action or proceeding be brought
against Lessor by reason of any such claim, 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. Lessee, as a
material part of the consideration to Lessor, hereby assumes all risk of damage
to property of Lessee or injury to person, in, upon or about the Industrial
Center arising from any cause and Lessee hereby waives all claims in respect
thereof against Lessor. See Addendum.  8.8 
Exemption of Lessor from Liability.  Lessee hereby agrees that Lessor shall not
be liable for injury to Lessees business or any loss of income therefrom or
for damage to the goods, wares, merchandise or other property of Lessee,
Lessees employees, invitees, customers, or any other person in or about the
Premises or the Industrial Center, nor shall Lessor be liable for injury to the
person of Lessee. Lessees employees, agents of contractors, 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 or
pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures, or from any other cause, whether said damage or injury results from
conditions arising upon the Premises or upon other portions of the Industrial
Center, 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 inaccessible to
Lessee. Lessor shall not be liable for any damages arising from any act or
neglect of any other lessee, occupant or user of the Industrial Center, nor
from the failure of Lessor to enforce the provisions of any other lease of the
Industrial Center.  9.      Damage or Destruction.  9.1 
Definitions.  (a)  Premises Partial Damage
shall mean if the Premises are damaged or destroyed to the extent that the cost
of repair is less than fifty percent of the then replacement cost of the
Premises.  (b)  Premises Total
Destruction shall mean if the Premises are damaged or destroyed to the extent
that the cost of repair is fifty percent or more of the then replacement cost
of the Premises.  (c)  Premises Building Partial
Damage shall mean if the Building of which the Premises are a part is damaged
or destroyed to the extent that the cost to repair is less than fifty percent
of the then replacement cost of the Building.  (d)  Premises Building Total
Destruction shall mean if the Building of which the Premises are a part is
damaged or destroyed to the extent that the cost to repair is fifty percent or
more of the then replacement cost of the Building.  (e)  Industrial Center
Buildings shall mean all of the buildings on the Industrial Center site.  (f)  Industrial Center
Buildings Total Destruction shall mean if the Industrial Center Buildings are
damaged or destroyed to the extent that the cost of repair is fifty percent or
more of the then replacement cost of the Industrial Center Buildings.  Initials: KL PML  3 
   (g)  Insured Loss shall mean
damage or destruction which was covered by an event required to be covered by
the Insurance described paragraph 8. The fact that an Insured Loss has a
deductible amount shall not make the loss an uninsured loss.  (h)  Replacement Cost shall
mean the amount of money necessary to be spent in order to repair or rebuild
the damaged area to the condition that existed immediately prior to the damage
occurring excluding all improvements made by lessees.  9.2 
Premises Partial Damage; Premises Building Partial Damage.  (a)  Insured Loss:  Subject to the provisions of paragraphs 9.4 and 9.5, if at any
time during the term of this Lease there is damage which is an Insured Loss and
which falls into the classification of either Premises Partial Damage or
Premises Building Partial Damage, then Lessor shall, at Lessors expenses, repair
such damage to the Premises, but not Lessees fixtures, equipment or tenant
improvements, as soon as reasonably possible and this Lease shall continue in
full force and effect.  (b)  Uninsured Loss:  Subject to the provisions of paragraphs 9.4 and 9.5, if at any
time during the term of this Lease there is damage which is not an Insured Loss
and which falls within the classification of Premises Partial Damage or
Premises Building Partial Damage, unless caused by a negligent or willful act
of Lessee (in which event Lessee shall make the repairs at Lessees expense),
which damage prevents Lessee from using the Premises, Lessor or 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 the date of
the occurrence of such damage of Lessors intention to cancel and terminate
this Lease as of the date of the occurrence of such damage. In the event Lessor
elects to give such notice of Lessors intention to cancel and 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 intention to repair such
damage at Lessees expense, without reimbursement from Lessor, in which event
this Lease shall continue in full force and effect, and Lessee shall proceed to
make such repairs as soon as reasonably possible. If Lessee does not give such
notice within such 10-day period this Lease shall be cancelled and terminated
as of the date of the occurrence of such damage.  9.3 
Premises Total Destruction; Premises Building Total Destruction;
Industrial Center Buildings Total Destruction.  (a)  Subject to the provisions of paragraphs 9.4
and 9.5, if at any time during the term of this Lease there is damage, whether
or not it is an Insured Loss, and which falls into the classifications of
either (i) Premises Total Destruction, or (ii) Premises Building Total
Destruction, or (iii) Industrial Center Buildings Total Destruction, then
Lessor may at Lessors option either (i) repair such damage or destruction, but
not Lessees fixtures, equipment or tenant improvements, as soon as reasonably
possible at Lessors expense, and this Lease shall continue in full force and
effect, or (ii) give written notice to Lessee within thirty (30) days after the
date of occurrence of such damage of Lessors intention to cancel and terminate
this Lease, in which case this Lease shall be cancelled and terminated as of
the date of the occurrence of such damage.  9.4 
Damage Near End of Term.  (a)  Subject to paragraph 9.4(b), if at any time
during the last six months of the term of this Lease there is substantial
damage, whether or not an Insured loss, which falls within the classification
of Premises Partial Damage, Lessor may at Lessors option cancel and terminate
this Lease as of the date of occurrence of such damage by giving written notice
to Lessee of Lessors election to do so within 30 days after the date of
occurrence of such damage.  (b)  Notwithstanding paragraph 9.4(a), in the
event that Lessee has an option to extend or renew this Lease, and the time
within which said option may be exercised has not yet expired, Lessee shall
exercise such option, if it is to be exercised at all, no later than twenty
(20) days after the occurrence of an insured Loss falling within the
classification of Premises Partial Damage during the last six months of the
term of this Lease. If Lessee duly exercises such option during said twenty
(20) day period, Lessor shall, at Lessors expense, repair such damage, but not
Lessees fixtures, equipment or tenant improvements, as soon as reasonably
possible and this Lease shall continue in full force and effect. If Lessee
fails to exercise such option during said twenty (20) day period by giving
written notice to Lessee of Lessors election to do so within ten (10) days
after the expiration of said twenty (20) day period, notwithstanding any term
or provision in the grant of option to the contrary.  9.5 
Abatement of Rent; Lessees Remedies.  (a)  In the event Lessor repairs or restores the
Premises pursuant to the provisions of this paragraph 9, the rent payable
hereunder for the period during which such damage, repair or restoration
continues shall be abated in proportion to the degree to which Lessees use of
the Premises is impaired. Except for abatement of rent, if any, Lessee shall
have no claim against Lessor for any damage suffered by reason of any such
damage, destruction 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 such repair or restoration within ninety (90) days after such
obligation shall accrue, Lessee may at Lessees option cancel and terminate
this Lease by giving Lessor written notice of Lessees election to do so at any
time prior to the commencement of such repair or restoration. In such event
this Lease shall terminate as of the date of such notice.  9.6 
Termination  Advance Payments.  Upon termination of this Lease pursuant to
this Paragraph 9, an equitable adjustment shall be made concerning advance rent
and any advance payments made by Lessee to Lessor. Lessor shall, in addition,
return to Lessee so much of Lessees security deposit as has not theretofore
been applied by Lessor.  9.7 
Waiver. 
Lessor and Lessee waive the provisions of any statute which relate to
termination of leases when leased property is destroyed and agree that such event
shall be governed by the terms of this Lease.  10.    Real Property Taxes.  10.1 Payment of Taxes.  Lessor shall pay the real property tax, as
defined in paragraph 10.3. applicable to the Industrial Center subject to
reimbursement by Lessee of Lessees Share of such taxes in accordance with the
provisions of paragraph 4.2, except as otherwise provided in paragraph 10.2.  10.2 
Additional Improvements.  Lessee shall not be responsible for paying
Lessees Share of any increase in real property tax specified in the tax
assessors records and work sheets as being caused by additional improvements
placed upon the Industrial Center by other lessees or by Lessor for the
exclusive enjoyment of such other lessees. Lessee shall, however, pay to Lessor
at the time that Operating Expenses are payable under paragraph 4.2(c) the
entirety of any increase in real property tax if assessed solely by reason of
additional improvements place upon the Premises by Lessee or at Lessees
request.  10.3 
Definition of Real Property Tax.  As used herein, the term real property tax
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 on the Industrial Center or any portion thereof by any
authority having the direct or indirect power to tax, including any city,
county, state or federal government, or any school, agricultural, sanitary, fire,
street, drainage or other improvement district thereof, as against any legal or
equitable interest of Lessor in the Industrial Center or in any portion
thereof, as against Lessors right to rent or other income therefrom, and as
against Lessors business of leasing the Industrial Center. Ther term real
property tax shall also include any tax, fee, levy, assessment or charge (i)
in substitution of, partially or totally, any tax, fee, levy, assessment or
charge hereinabove included within the definition of real property tax, or
(ii) the nature of which was hereinbefore included within the definition of
real property tax. or (iii) which is imposed for a service or right not
charged prior to June 1, 1978, or, if previously charged, has been increased since
June 1, 1978, or (iv) which is imposed as a result of a transfer, either
partial or total, of Lessors interest in the Industrial Center or which is
added to a tax or charge hereinbefore included within the definition of real
property tax by reason of such transfer, or (v) which is imposed by reason of
this transaction, any modifications or changes hereto, or any transfers hereof.  10.4 
Joint Assessment.  If the Industrial Center is not separately assessed, Lessees
Share of the real property tax 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 assigned in the assessors work sheets or such other
information as may be reasonably available. Lessors reasonable determination
thereof, in good faith, shall be conclusive.  10.5 
Personal Property Taxes.  (a)  Lessee shall pay prior to delinquency all
taxes assessed against and levied upon trade fixtures, furnishings, equipment
and all other personal property of Lessee contained in the Premises or
elsewhere. When possible, Lessee shall cause said trade fixtures, furnishings,
equipment all other personnel property to be assessed and billed separately
from the real property of Lessor.  (b)  If any of Lessees said personal property
shall be assessed with Lessors real property, Lessee shall pay to 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 and other utilities and services supplied to the
Premises, together any taxes thereon. If any such services are not separately
metered to the Premises, Lessee shall pay at Lessors option, either Lessees
Share or reasonable proportion to be determined by Lessor of all charges
jointly metered with other premises in the Building.  12     Assignment and Subletting.  12.1  Lessors Consent Required.  Lessee shall not voluntarily or by operation
of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber
all or any part of Lessees interest in the Lease or in the Premises, without
Lessors prior written consent, which Lessor shall not reasonably withhold.
Lessor shall respond to Lessees request for consent hereunder in a timely
manner and any attempted assignment, transfer, mortgage, encumbrance or
subletting without such consent shall be void, and shall constitute a breach of
this Lease without the need for notice to Lessee under paragraph 13.1. See
Addendum for additional terms.  Initials: KL PML  4 
   12.3 
Terms and Conditions of Assignment.  Regardless of Lessors consent, no
assignment shall release Lessee of Lessees obligations hereunder or alter the
primary liability of Lessee to pay the Base Rent and Lessees Share of
Operating Expenses, and to perform all other obligations to be performed by
Lessee hereunder Lessor may accept rent from any person other than Lessee
pending approval of disapproval of such assignment. Neither a delay in the
approval or disapproval of such assignment nor the acceptance of rent shall
constitute a waiver or estoppel of Lessors right to exercise its remedies for
the breach of any of the terms or conditions of this paragraph 12 or this
Lease. Consent to one assignment shall not be a deemed consent to any
subsequent assignment. In the event of default by any assignee of Lessee or any
successor of Lessee, in the performance of any of the terms hereof, Lessor may
proceed directly against Lessee without the necessity of exhausting remedies
against said assignee. Lessor may consent to subsequent assignments of this
Lease or amendments or modifications to this Lease with assignees of Lessee,
without notifying Lessee, or any successor of Lessee, and without obtaining its
or their consent thereto and such action shall not relieve Lessee of liability
under this Lease.  12.4 
Terms and Conditions Applicable to Subletting.  Regardless of Lessors consent, the
following terms and conditions shall apply to any subletting by Lessee
subletting by Lessee of all or any part of the Premises and shall be included
in subleases:  (a)  Lessee hereby assigns and transfer to Lessor
all of Lessees interest in all rentals and income arising from any sublease
heretofore or 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 default shall occur in the performance of Lessees obligations
under this Lease, Lessee may 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 default
exists in the performance of Lessees obligations under this Lease, to pay to
Lessor the rents due and to become due under the sublease. Lessee agrees that
such sublessee shall have the right to rely upon any such statement and request
from Lessor, and that such sublessee shall pay such rents to Lessor without any
obligation or right to inquire as to whether such default exists and
notwithstanding any notice from or claim from Lessee to the contrary. Lessee
shall have no right or claim against such sublessee or Lessor for any such
rents so paid by said sublessee to Lessor.  (b)  No sublease entered into by Lessee shall be
effective unless and until it has been approved in writing by Lessor. In
entering into any sublease, Lessee shall use only such form of sublease as is
satisfactory to Lessor, and once approved by Lessor, such sublease shall not be
changed or modified without Lessors prior written consent. Any sublessee
shall, by reason of entering into a sublease under this Lease, be deemed, for
the benefit of Lessor, to have assumed and agreed to conform and comply with
each and every obligation herein to be performed by Lessee other than such obligations
as are contrary to or inconsistent with provisions contained in a sublease to
which Lessor has expressly consented in writing.  (c)  If Lessees obligations under this Lease
have been guaranteed by third parties, then a sublease, and Lessors consent
thereto, shall not be effective unless said guarantors give their written
consent to such sublease and the terms thereof.  (d)  The consent by Lessor to any subletting
shall not release Lessee from its obligations or after the primary liability of
Lessee to pay the rent and perform and comply with all of the obligations of
Lessee to be performed under this Lease.  (e)  The consent by Lessor to any subletting
shall not constitute a consent to any subsequent subletting by Lessee or to any
assignment or subletting by the sublessee. However, Lessor may consent to
subsequent sublettings and assignments of the sublease or any amendments or
modifications thereto without notifying Lessee or any one else liable on the
Lease or sublease and without obtaining their consent and such action shall not
relieve such persons from liability.  (f)  In the event of any default under this
Lease, Lessor may proceed directly against Lessee, any guarantors or any one
else responsible for the performance of 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.  (g)  In the event Lessee shall default 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 Lessee under such
sublease from the time of the exercise of said option to the termination of
such sublease: provided, however, Lessor shall not be liable for any prepaid
rents or security deposit paid by such sublessee to Lessee or for any other
prior defaults of Lessee under such sublease.  (h)  Each and every consent required of Lessee
under a sublease shall also require the consent of Lessor.  (i)  No sublessee shall further assign or sublet
all or any part of the Premises without Lessors prior written consent.  (j)  Lessors written consent to any subletting
of the Premises by Lessee shall not constitute an acknowledgement that no
default then exists under this Lease of the obligations to be performed by
Lessee nor shall such consent be deemed a waiver of any then existing default,
except as may be otherwise stated by Lessor at the time.  (k)  With respect to any subletting to which
Lessor has consented, Lessor agrees to deliver a copy of any notice of default
by Lessee to the sublessee. Such sublessee shall have the right to cure a
default of Lessee within ten (10) days after service of said notice of default
upon such sublessee, and the sublessee shall have a right of reimbursement and
offset from and against Lessee for any such defaults cured by the sublessee.  12.5 
Attorneys Fees.  In the event Lessee shall assign or sublet the Premises or
request the consent of Lessor to any assignment or subletting or if Lessee
shall request the consent of Lessor for any act Lessee proposes to do then
Lessee shall pay Lessors reasonable attorneys fees incurred in connection
therewith, such attorneys fees not to exceed $350.00 for each such request.  13.    Default;
Remedies.  13.1 
Default. 
The occurrence of any one or more the following events shall constitute
a material default of this Lease by Lessee: (a)  The vacating or abandonment of the Premises by
Lessee.  (b)  The failure by Lessee to make any payment of
rent or any other payment required to be made by Lessee hereunder, as and when
due, where such failure shall continue for a period of three (3) days after
written notice thereof from Lessor to Lessee. In the event that Lessor serves
Lessee with a Notice to Pay Rent or Quit pursuant to applicable Unlawfual
Detainer statutes such Notice to Pay Rent or Quit shall also constitute the
notice required by this subparagraph.  (c)  Except as otherwise provided in this Lease,
the failure by Lessee to observe or perform any of the covenants, conditions or
provisions of this Lease to be observed or performed by Lessee, other than
described in paragraph (b) above, where such failure shall continue for a period
of thirty (30) days after written notice thereof from Lessor to Lessee:
provided, however, that if the nature of Lessees noncompliance is such that
more than thirty (30) days are reasonably required for its cure, then Lessee
shall not be deemed to be in default if Lessee commenced such cure within said
thirty (30) day period and thereafter diligently prosecutes such cure to
completion. To the extent permitted by law, such thirty (30) day notice shall
constitute the sole and exclusive notice required to be given to Lessee under
applicable Unlawful Detainer statues.  (d)  (i) 
The making by Lessee of any general arrangement or general assignment
for the benefit of creditors;  (ii)  Lessee becomes a debtor as defined in 11
U.S.C. §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)
that 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. In the event that
any provision of this paragraph 13.1(d) is contrary to any applicable law, such
provisions shall be of no force or effect.  (e)  The discovery by Lessor that any financial statement
given to Lessor by Lessee, any assignee of Lessee, any subtenant of Lessee, any
successor in interest of Lessee or any guarantor of Lessees obligation
hereunder, was materially false. See Addendum.  13.4. 
Remedies. 
In the event of any such material default by Lessee, Lessor may at any
time thereafter, with or without notice or demand and without limiting Lessor
in the exercise of any right or remedy which Lessor may have by reason of such
default:  (a)  Terminate Lessees right to possession of
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 all damages incurred by Lessor
by reason of Lessees default including, but not limited to, the cost of
recovering possession of the Premises; expenses of reletting, including
necessary renovation and alteration of Premises, reasonable attorneys fees,
and any real estate commission actually paid; the worth at the time of award by
the court having jurisdiction thereof of the amount by which the unpaid rent
for the balance of the term after the time of such award exceeds the amount of
such rental loss for the same period that Lessee proves could be reasonably
avoided; that portion of the leasing commission paid by Lessor pursuant to
paragraph 15 applicable to the unexpired term of this Lease.  (b)  Maintain Lessees right to possession in
which case this Lease shall continue in effect whether or not Lessee shall have
vacated or abandoned the Premises. In such event Lessor shall be entitled to
enforce all of Lessors rights and remedies under this Lease, including the
right to recover the rent as it becomes due hereunder.  (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. Unpaid installments of rent and other unpaid monetary
obligations of Lessee under the terms of this Lease shall bear interest from
the date due at the maximum rate then allowable by law. Lessors remedies shall
include the relief set forth in section 1951.2 of the California Civil Code.  13.3. 
Default by Lessor.  Lessor shall not be in default unless Lessor fails to perform
obligations required of Lessor within a reasonable time, but in no event later
than thirty (30) days after written notice by Lessee to Lessor and to the
holder of any first mortgage or deed of trust covering the Premises whose name
and address shall have theretofore been furnished to Lesses in writing,
specifying wherein Lessor has failed to perform such obligation; provided,
however, that if the nature of Lessors obligation is such that more than
thirty (30) days are required for performance then Lessor shall not be in
default if Lessor commences performance within such thirty (30) day period and
thereafter diligently prosecutes the same to completion.  Initials: KL PML  5 
   13.4 
Late Charges. 
Lessee here by acknowledges that late payment by Lessee to Lessor or
Base Rent, Lessees Share of Operating Expenses or 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 on Lessor by the terms of any mortgage or trust deed
covering the Property. Accordingly, if any installment of Base Rent, Operating
Expenses, 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 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 walver of Lessees default with respect
to such overdue amount, nor prevent Lessor from exercising any of the other
rights and remedies granted hereunder. In the event that a late charge is
payable hereunder, whether or not collected, for three (3) consecutive
installments of any of the aforesaid monetary obligations of Lessee, then Base
Rent shall automatically become due and payable quarterly in advance, rather
than monthly, not withstanding paragraph 4.1 or any other provision of this
Lease to the contrary.  14.    Condemnation  If the Premises or any portion thereof or
the Industrial Center 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 title or possession, whichever first
occurs. If more than ten percent of the floor area of the Premises, or more
than twenty-five percent of that portion of the Common Areas designated as
parking for the Industrial Center is taken by condemnation, Lessee may, at
Lessees option to be exercised in writing only 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 rent shall be reduced in the
proportion that the floor area of the Premises taken bears to the total floor
area of the Premises. No reduction of rent shall occur if the only area taken
is that which does not have the Premises located thereon. 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 in
value of the leasehold or for the taking of the fee, or as severance damages,
provided, however, that lessee shall be entitled to any award for loss of or
damage to Lessees trade fixtures and removable personal property. In the event
that this Lease is not terminated by reason of such condemnation, Lessor shall
to the extent of severance damages received by Lessor in connection with such
condemnation, repair any damage to the Premises caused by such condemnation
except to the extent that Lessee has been reimbursed there for by the
condemning authority. Lessee shall pay any amount in excess of such severance
damages to complain such repair.  15.    Brokers
Fee  (a)   Upon execution of this Lease
by both parties, Lessor shall pay to     
Licensed real estate broker(s), a fee as set forth in a separate
agreement between Lessor and said broker(s), or in the event there is no
separate agreement between Lessor and said borker(s), the sum of $      for brokerage services rendered by said
broker(s) to Lessor in this transaction.  (b)   Lessor agrees to pay said
fee not only on behalf of any person, corporation, association, or other entity
having an ownership interest in said real property or any part thereof, when
such fee is due hereunder. Any transferee of Lessors interests 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. Said broker shall
be a third party beneficiary of the provisions of this paragraph 15.  16.    Estoppel
Certificate.  (a)   Each party (as responding
party) shall at any time upon not less than ten (10) days prior written
notice from the other party (requesting party) execute, acknowledge and
deliver to the requesting party a statement in writing (i) certifying that this
Lease is unmodified and in full force and effect (or, if modified, stating the
nature of such modification and certifying that this Lease, as so modified, is
in full force and effect) and the date to which the rent and other charges are
paid in advance, if any, and (ii) acknowledging that there are not, to the
responding partys knowledge, any uncured defaults on the part of the
requesting party, or specifying such defaults if any are claimed. Any such
statement may be conclusively relied upon by any prospective purchaser or
encumbrancer of the Premises or of the business of the requesting party.  (b)   At the requesting partys
option, the failure to deliver such statement within such time shall be a
material default of this Lease by the party who is to respond, without any
further notice to such party, or it shall be conclusive upon such party that
(i) this Lease is in full force and effect, without modification except as may
be represented by the requesting party, (ii) there are no uncured defaults in
the requesting partys performance, and (iii) If Lessor is the requesting
party, not more than one months rent has been paid in advance.  (c)   If Lessor desires to
finance, refinance, or sell the Property, or any part thereof, Lessee hereby
agrees to deliver to any lender or purchaser designated by Lessor such
financial statements of Lessee as may be reasonably required by such lender or
purchaser. Such statements shall include the past three (3) years financial
statements of Lessee. 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
only the owner or owners, at the time in question, of the fee title or a
lessees interest in a ground lease of the Industrial Center, and except as
expressly provided in paragraph 15. In the event of any transfer of such title
or interest, Lessor herein named (and in case of any subsequent transfers than
the grantor) shall be relieved from and after the date of such transfer of all
liability as respects Lessors obligations thereafter to be performed, provided
that any funds in the hands of Lessor or the then grantor at the time of such
transfer, in which Lessee has an interest, shall be delivered to the grantee.
The obligations contained in this Lease to be performed by Lessor shall,
subject as aforesaid, be binding on Lessors successors and assigns, only
during there respective periods of ownership.  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.Except as expressly
herein provided, any amount due to Lessor not paid when due shall bear interest
at the maximum rate than allowable by law from the date due. Payment of such
interest shall not excuse or cure any default by Lessee under this Lease;
provided, however, that interest shall not be payable on late charges incurred
by Lessee nor on any amounts upon which late charges are paid by Lessee.  20.    Time of Essence.Time is of the essence with respect to
the obligations to be performed under this Lease.  21.    Additional Rent.All monetary obligations of Lessee to
Lessor under the terms of this Lease, including but not limited to Lessees
Share of Operating Expenses and insurance and tax expenses payable shall be
deemed to be rent.  22.    Incorporation of Prior Agreement;
Amendements.This
Lease contains all agreements of the parties with respect to any matter
mentioned herein. No prior or contemporaneous agreement or understanding
pertaining to any such matter shall be effective. This lease may be modified in
writing only, signed by the parties in interest at the time of the
modification. Except as otherwise stated in this Lease, Lessee hereby
acknowledges that neither the real estate broker listed in paragraph 15 hereof
nor any cooperating broker on this transaction nor the lessor or any employee
or agents of any of said persons has made any oral or written warranties or
representations to Lessee relative to the condition or use by Lessee of the
Premises or the Property and Lessee acknowledges that Lessee assumes all
responsibility regarding the Occupational Safety Health Act, the legal use and
adaptability of the Premises and the compliance thereof with all applicable
laws and regulations in effect during the term of this Lease except as
otherwise specifically stated in this Lease.  23.    Notices.Any notice required or permitted to be given
hereunder shall be in writing and may be given by personal delivery or by
certified mail, and if given personally or by mail, shall be deemed
sufficiently given if addressed to Lessee or to Lessor at the address noted
below the signature of the respective parties, as the case may be. Either party
may be 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 notice purposes. 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 notice to
Lessee.  24.    Waivers.No waiver by Lessor or any provision hereof
shall be deemed a waiver of any other provision hereof or of any subsequent
breach by Lessee of the same or any other provision, Lessors consent to, or
approval of, any not shall not be deemed to render unnecessary the obtaining of
Lessors consent to or approval of any subsequent act by Lessee. The acceptance
of rent hereunder by Lessor shall not be a waiver of any preceding breach by
Lessee of any provision hereof, other than the failure of Lessee to pay the
particular rent so accepted, regardless of Lessors knowledge of such preceding
breach at the time of acceptance of such rent.  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.  26.    Holding Over.If Lessee, with Lessors consent,
remains in possession of the Premises or any part thereof after the expiration
of the term hereof, such occupancy shall be a tenancy from month to month upon
all the provisions of this Lease pertaining to the obligations of Lessee but
all Options, if any, granted under the terms of this Lease shall be deemed
terminated and be of no further affect during said month to month tenancy.  Initials: KL PML  6 
   27.    Cumulative
Remedies.  No remedy or
election hereunder shall be deemed exclusive but shall, whatever possible, be
cumulative with all other remedies at law or in equity.  28.    Covenants
and Conditions.  Each
provision of this Lease performable by Lessee shall be deemed both a covenant
and a condition.  29.    Binding
Effect; Choice of Law. 
Subject to any provisions hereof restricting assignment or subletting by
Lessee and subject to the provisions of paragraph 17, this Lease shall bind the
parties, their personal representatives, successors and assigne. This Lease
shall be governed by the laws of the State where the Industrial Center is
located and any litigation concerning this Lease between the parties hereto
shall be initiated in the county in which the Industrial Center is located.  30.    Subordination.  (a)      This Lease, and any
Option granted hereby, at Lessors option, shall be subordinate to any ground
lease, mortgage, deed of trust, or any other hypothecation or security now or
hereafter placed upon the Industrial Center and to any and all advances made on
the security thereof and to all renewals, modifications, consolidations,
replacements and extensions thereof. Notwithstanding such subordination,
Lessees right to quiet possession of the Premises shall not be disturbed if
Lessee is not in default and so long as Lessee shall pay the rent and observe
and perform all of the provisions of this Lease, unless this Lease is otherwise
terminated pursuant to its terms. If any mortgage, trustee or ground lessor
shall elect to have this Lease and any Options granted hereby prior to the lien
of its mortgage, deed of trust of ground lease, and shall give written notice
thereof to Lessee, this Lease and such Options shall be deemed prior to such
mortgage, deed of trust or ground lease, whether this Lease or such Options are
dated prior or subsequent to the date of said mortgage, deed of trust or ground
lease or the date of recording thereof.  (b)     Lessee agrees to execute
any documents required to effectuate an attornment, a subordination or to make
this Lease or any Option granted herein prior to the lien of any mortgage, deed
of trust or ground lease, as the case may be Lessees failure to execute such
documents within ten (10) days after written demand shall constitute a material
default by Lessee hereunder without further notice to Lessee or, at Lessors
option, Lessor shall execute such documents on behalf of Lessee as Lessees
attorney-in-fact. Lessee does hereby make, constitute and irrevocably appoint
Lessor as Lessees attorney-in-fact and in Lessees name, place and stead, to
execute such documents in accordance with this paragraph 30(b).  31.    Attorneys
Fees.  If either party or the
broker(s) named herein bring an action to enforce the terms hereof or declare
rights hereunder, the prevailing party in any such action, on trial or appeal,
shall be entitled to his reasonable attorneys fees to be paid by the losing
party as fixed by the court. The provisions of this paragraph shall inure to
the benefit of the broker named herein who seeks to enforce a right hereunder.  32.    Lessors
Access.  Lessor and Lessors
agents shall have the right to enter the Premises at reasonable times for the
purpose of inspecting the same, showing the same to prospective purchasers,
lenders, or lessees, and making such alterations, repairs, improvements of
additions to the Premises or to the building of which they are part as Lessor
may deem necessary or desirable. Lessor may at any time place on or about the
Premises or the Building any ordinary For Sale signs and Lessor may at any
time during the last 120 days of the term hereof place on or about the Premises
any ordinary For Lease signs. All activities of Lessor pursuant to this
paragraph shall be without abatement of rent, nor shall Lessor have any
liability to Lessee for the same.  33.    Auctions.  Lessee shall not conduct, nor permit to be
conducted, either voluntarily or involuntarily, any auction upon the Premises
or the Common Areas 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.  Lessee shall not place any sign upon the
Premises or the Industrial Center without Lessors prior written consent. Under
no circumstances shall Lessee place a sign on any roof of the Industrial
Center.  35.    Merger.  The voluntary or other surrender of this
Lease by Lessee, or a mutual cancellation thereof, or a termination by Lessor,
shall not work a merger, and shall, at the option of Lessor, terminate all or
any existing subtenancies or may, at the option of Lessor, operate as an
assignment to Lessor of any or all of such subtenancies.  36.    Consents.  Except for paragraph 33 hereof, wherever in
this Lease the consent of one party is required to an act of the other party
such consent shall not be unreasonably withheld or delayed.  37.    Guarantor.  In the event that there is a guarantor of
this Lease, said guarantor shall have the same obligations as Lessee under this
Lease.  38.    Quiet Possession.  Upon Lessee paying the rent for the Premises
and observing and performing all of the covenants, conditions and provisions on
Lessees paid to be observed and performed hereunder, Lessee shall have quiet
possession of the Premises for the entire term hereof subject to all of the
provisions of this Lease. The individuals executing this Lease on behalf of
Lessor represent and warrant to Lessee that they are fully authorized and
legally capable of executing this Lease on behalf of Lessor and that such execution
is binding upon all parties holding an ownership interest in the Property.  39.    Options.  39.1  Definition.  As used in this paragraph the word Option
has the following meaning: (1) the right or option to extend the term of this
Lease or to renew this Lease or to extend or renew any lease that Lessee has on
other property of Lessor; (2) the option or 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 space within the Industrial Center or other
property of Lessor or the right of first offer to lease other space within the
Industrial Center or other property of Lessor; (3) the right or option to
purchase the Premises or the Industrial Center, or the right of first refusal
to purchase the Premises or the Industrial Center, or the right of first offer
to purchase the Premises or the Industrial Center, or the right or option 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.  Each Option
granted to Lessee in this Lease is personal to the original Lessee and may be
exercised only by the original Lessee while occupying the Premises who does so
without the intent of thereafter assigning this Lease or subletting the
Premises or any portion thereof, and may not be exercised or be assigned,
voluntarily or involuntarily, by or to any person or entity other than Lessee,
provided, however, that an Option may be exercised by or assigned to any Lessee
Affiliate as defined in paragraph 12.2 of this Lease. The Options, if any,
herein granted to Lessee are not assignable separate and apart from this Lease,
nor may any Option be separated from this Lease in any manner, either by
reservation or otherwise.  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 option to extend or renew this Lease has
been so 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 time commencing from the date Lessor gives to Lessee a notice of
default pursuant to paragraph 13.1(b) or 13.1(c) and continuing until the
noncompliance alleged in said notice of default is cured, or (ii) during the
period of time commencing on the date after a monetary obligation to Lessor is
due from Lessee and unpaid (without any necessity for notice thereof to Lessee)
and continuing until the obligation is paid, or (iii) at any time after an
event of default described in paragraphs 13.1(a), 13.1(d), or 13.1(e) (without
any necessity of Lessor to give notice of such default to Lessee), nor (iv) in
the event that Lessor has given to Lessee three or more notices of default
under paragraph 13.1(b), or paragraph 13.1(c), whether or not the defaults are
cured, during the 12 month period of time immediately prior to the time that
Lessee attempts to exercise the subject Option.  (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, (i) Lessee falls to pay to Lessor a
monetary obligation of Lessee for a period of thirty (30) days after such
obligation becomes due (without any necessity of Lessor to give notice thereof
to Lessee), or (ii) Lessee fails to commence to cure a default specified in paragraph
13.1(c) within thirty (30) days after the date that Lessor gives notice to
Lessee of such default and/or Lessee fails thereafter to diligently prosecute
said cure to completion, or (iii) Lessee commits a default described in
paragraph 3.1(a), 13.1(d) or 13.1(e) (without any necessity of Lessor to give
notice of such default to Lessee), or (iv) Lessor gives to Lessee three or more
offices of default under paragraph 13.1(b), or paragraph 13.1(c), whether or
not the defaults are cured.  40.    Security
Measures.  Lessee hereby
acknowledges that Lessor shall have no obligation whatsoever to provide guard
service or other security measures for the benefit of the Premises or the
Industrial Center. Lessee assumes all responsibility for the protection of
Lessee, its agents, and invitees and the property of Lessee and of Lessees
agents and invitees from acts of third parties. Nothing herein contained shall
prevent Lessor, at Lessors sole option, from providing security protection for
the Industrial Center or any part thereof, in which event the cost thereof
shall be included within the definition of Operating Expenses, as set forth in
paragraph 4.2(b).  41.    Easements.  Lessor reserves to itself the right, from
time to time, to grant such easements, rights and dedications that Lessor deems
necessary or desirable, 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 shall sign any of the
aforementioned documents upon request of Lessor and failure to do so shall
constitute a material default of this Lease by Lessee without the need for
further notice to Lessee.  42.    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 part 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.  Initials: KL PML  7 
   43.    Authority. If
Lessee 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
behalf of said entity. If Lessee is a corporation, trust or partnership.  Lessee shall, within thirty (30) days after
execution of this Lease, deliver to Lessor evidence of such authority
satisfactory to Lessor.  44.    Conflict.  Any conflict between the printed provisions
of this Lease and the typewritten or handwritten provisions, if any, shall be
controlled by the typewritten or handwritten provisions.  45.    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.  This Lease shall become binding
upon Lessor and Lessee only when fully executed by Lessor and Lessee.  46.    Addendum.  Attached hereto is an addendum or addenda
containing paragraphs A through 11 which
constitute a part of this Lease.  47.    Modification For Lender.  If in connection with obtaining financing
for the building, the Lender shall request reasonable modifications in this
Lease as a condition to such financing, Leasee will not unreasonably withhold,
delay, or defer its consent thereto, provided that such modifications do not
increase the obligations of Lessee hereunder or materially adverse affect the
leasehold interest hereby created.  48.  49.    Mortgage Protection.  Lessee agrees to give any mortgages and/or
trust deed holders, as to all or a portion of the Premises, by registered mail,
a copy of any notice of default served upon Lessor, provided that prior to such
notice Lessee has been notified in writing (by way of notice or assignment of
rents and leases, or otherwise) of the addresses of such mortgages and/or trust
deed holders. Lessee agrees not to exercise any remedies available by virtue of
a default unless Lessor shall have failed to cure such default within thirty
(30) days after receipt of notice of default or such additional time as may be
reasonably necessary to cure the default in the case of a default incapable of
being cured within thirty (30) days. Lessee further agrees that the mortgages
and/or trust deed holder shall have an additional thirty (30) days within which
to cure such default, or if such default cannot be cured within that time, then
such additional time as may be necessary if within such thirty (30) days any
mortgagee and/or trust deed holder has commenced and is diligently pursuing the
remedies necessary to cure such default (including but not limited to
commencement of foreclosure proceedings if necessary to effect such cure), in
which event such right, if any, as Lessee might otherwise have to terminate the
Lease shall not be exercised while such remedies are being so diligently
pursued.  0.1    Liability
InsuranceLessee.  Lessee
shall, at Lessees expense, obtain and keep in force during the term of this
Lease a policy of Comprehensive General Liability Insurance utilizing an
Insurance Services Office standard form with Broad Form General Liability
Endorsement (GL0404), or equivalent, in an amount of not less than 1)
$1,000,000 per occurrence of Bodily Injury and Property Damage combined single
limit with a $1,000,000 excess liability policy, or 2) $1,000,000 per
occurrence of Bodily Injury and Property Damage with a $2,000,000 General
Aggregate Bodily Injury and Property Damage, and shall insure Lessee with
Lessor as an additional insured against liability arising out of the use,
occupancy or maintenance of the Premises. The policy shall insure performance
by Lessee of the Indemnity provisions of this paragraph 8. The limits of said
insurance shall not, however, limit the liability of Lessee hereunder.  LESSOR AND LESSEE HAVE
CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED
HEREIN AND BY 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 NO EFFECTUATE THE
INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.  THIS LEASE HAS
BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR APPROVAL. NO REPRESENTATION
OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR
BY THE REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL
SUFFICIENCY, LEGAL EFFECT. OR TAX CONSEQUENCES OF THIS LEASE   LESSOR
  LESSEEWilliam D
  & Edna J. Wright dba
  q.a.d., Inc.
  a California CorporationSouth,Coast
  Business Park
  By
  /s/ Pam
  Lopker/s/
  William D
  & Edna J. Wright
  
  Pam Lopker
  Its President,By:
  /s/ Karl
  LopkerDate on
  Jan. 20 1994
  
  Karl Lopker,
  its Vice PresidentExecuted on
  1/13/94[Corporation Seal]ADDRESS FOR NOTICES AND RENT
  ADDRESS130 Garden
  StreetSanta
  Barbara, California 93101  8 
   EXHIBIT A  [GRAPHIC]  9 
   ADDENDUM TO LEASE  This ADDENDUM is attached to and forms a part
of that certain Standard Industrial Lease dated for reference purposes November
30, 1993, by and between William D & Edna J. Wright dba South Coast
Business Park (Lessor) and q.a.d., Inc., a California Corporation
(Lessee). The said Standard Industrial Lease is hereby
modified/supplemented (and as modified/supplemented is hereinafter referred to
as this Lease) in the followinq particulars only:  A. 
Option to Extend Term of Lease. Lessee is hereby granted the option to
extend the term of this Lease for two (2) additional successive periods of three
(3) years each. The options shall be exercised by the delivery of written
notice to Lessor no earlier than two hundred seventy (270) days and no later
than one hundred eighty (180) days prior to the expiration of the lease term
then in effect. Any extensions granted hereunder shall be on the same terms and
conditions applicable to the initial term except as to rent, which shall be
increased in accordance with Paragraph B(2) below. Lessee.s right to exercise
the options granted herein is subject to the terms and conditions set forth in
Paragraph 39 of this Lease.  B. 
Adjustments to Base Rent. (1) Cost of Living Adjustments to Base Rent. The Base Rent payable
pursuant to Paragraph 4.1 shall be subject to further adjustment as of lease
anniversary date, and as of the same date each year thereafter during the
initial lease term and any extension period. Said date is herein after referred
to as the Adjustment Date. The adjustment shall be made as follows:  The Base Rent for the Premises shall be adjusted by the same percentage
as the change, if any, in the Consumer Price Index (All Items for All Urban
Consumers 198284=100 Base), of the United States Department of Labor,
Bureau of Labor Statistics for Los AngelesAnaheimRiverside, CA
(the Index). The adjustment shall be calculated according to the following
formula:  X 
=  A x B / C  X 
=  Adjusted rent  A  = Base Rent as of the first month of the term then in effect.  B  = The monthly index for the third month immediately preceding the Adjustment Date.  C  =  The monthly index for
the third month immediately
preceding the first month of the term then in effect.  The monthly rent as so adjusted
shall be payable for each month commencing with the Adjustment Date and
continuing until the next Adjustment Date.  1 
   If the Index is discontinued or revised during the term of this Lease,
such other government Index or computation with which it is replaced shall be
used in order to obtain substantially the same result as would be obtained if
the Index had not been discontinued or revised.  (2) Determination of Base Rent During
Extension Periods.In the event Lessee exercises the option to
extend granted in Paragraph (a) above, the Base Rent payable at the commencement
of the applicable Extension Period shall be the then prevailing market rate for
a triple net lease of comparable lease Premises in the surrounding geographical
area. Prevailing market rate shall be determined by mutual agreement of Lessor
and Lessee on the basis of the value which will be obtained in an arms-length
transaction between an informed and willing tenant (other than a tenant
currently in possession of the demised Premises) and an informed and willing
landlord (other than the then existing landlord of demised Premises) under no
compulsion to lease. If Lessor and Lessee have not agreed upon the prevailing
market rental rate by the date which is thirty (30) days prior to the
expiration of the lease term then in effect, then the option to extend will
automatically cease and be deemed extinguished. The base monthly rent as
determined pursuant to this Paragraph B(2) shall thereafter be subject to
further cost of living adjustments pursuant to the terms of Paragraph B(l)
above.  C.  Construction of TenantImprovements.  Lessee understands and agrees that Lessor is
currently in the process constructing the improvements which shall comprise the
Premises. In the course of such construction, Lessor hereby agrees to construct
the tenant improvements set forth in the plans and specifications attached
hereto as Exhibit B. Such plans and specifications are hereby clarified as
follows: SEE EXHIBIT B. Lessee has reviewed and approved all such
plans and specifications. Any changes or additions made by Lessee to such plans
and specifications shall be at Lessees sole cost and expense, including a ten
percent (10%) administrative payment to Lessor. Such additional payments shall
be paid by Lessee to Lessor as follows: (i) fifty percent (50%) upon approval
of such change by Lessor; and (ii) fifty percent (50%) prior to occupancy of
the Premises by Lessee. All tenant improvements sha11 be deemed substantially
completed when the City of Carpinteria issues a certificate of Occupancy for
the Premises. Notwithstanding the issuance of such Certificate, Lessee shall be
provided with a punch list of such tenant improvements prior to the
commencement of the lease term, and shall inspect the Premises after their
substantial completion. Lessee shall set forth any manner in which Lessee
claims that the Premises to do not conform to the plans and specifications
attached hereto as Exhibit B, as reasonably measured by the standards of
finished, comparably priced industrial space in the Santa Barbara area
(hereinafter the discrepancy). Lessor shall cure such discrepancies to the
extent Lessor deems such discrepancies to be reasonably claimed, within thirty
(30)-days following commencement of the lease term. Provided however, if any
such discrepancy is incapable of cure within such thirty (30) day period, and
Lessor has commenced the cure of such discrepancy within such thirty (30)-day
period, this provision shall be satisfied.   2 
   D. Use.Paragraph 6
of this Lease is hereby supplemented as follows: (1) Prohibited Uses.Lessee
shall not do or permit anything to be done in or about the Premises nor bring
or keep anything therein which will in any way increase the existing rate of or
affect any fire or other insurance upon the Premises or any of its contents, or
cause a cancellation of any insurance policy covering the Premises or any part
thereof or any of its contents. Lessee shall not commit or suffer to be
committed any nuisance or waste in or upon the Premises. Lessee shaIl not use
the Premises or permit anything to be done in or about the Premises which will
in any way conflict with any law, statute, ordinance or governmental rule or
regulation now in force or which may hereafter be enacted or promulgated.
Lessee shall not keep any animals or pets on the Premises. Lessee shall not use
or store hazardous materials or wastes on the Premises, as such terms are
defined by applicable federal and state law, without Lessors prior written
consent. If such consent is given, Lessee shall comply with governmental laws,
rules and regulations pertaining to hazardous materials and wastes. Lessor
shall have a right of reentry upon the Premises on reasonable notice and
at reasonable times for purposes of inspection, contamination testing and remediation.  (2) Installation of Specialized Equipment and Use of Lessees
Possessions on the Premises. Lessor shall not be liable to Lessee for damage to
Lessee or Lessees possessions, including but not limited to furniture,
fixtures, equipment (specialized or otherwise), and inventory, from any cause.
Lessee waives all claims against Lessor for damage to Lessees possessions
arising for any reason. Lessee shall comply with all laws, regulations and
ordinances relating to the condition and use of any and all of Lessees
possessions on the Premises, including laws requiring the alteration,
maintenance and restoration of the Premises as a result of Lessees particular
use. Provided, however, any required alterations to the Premises shall be
conditioned upon Lessors prior written consent. The Premises shall not be
electrically overloaded, No equipment, machinery, apparatus or other appliance
shall be used or operated on the Premises in such a manner that such equipment
will in any way injure, vibrate or shake the Premises, or place an excessive
burden on power sources installed on the Premises.  E.    Assignment
and Subletting.Lessee hereby understands and agrees that Lessor
may withhold its consent to any requested assignment, or subletting, and such
withholding of consent shall be deemed reasonable, in the event that the
proposed assignee or sublessee intends to use or store hazardous wastes or
materials on the Premises. The term of the sublease shall not exceed the term
of the master lease.  F. Indemnity. The indemnification of Lessor by Lessee pursuant to
Paragraph 8.7 of this Lease shall also include and extend to any violation by
Lessee of applicable state, federal and local laws pertaining to the use,
storage and discharge of hazardous materials and wastes.  G. Default. Paragraph 13.1 of this Lease is supplemented to provide
that the release or discharge by Lessee of any hazardous material or wastes in
or about the Premises, or violation of any law or deviation from prescribed   3 
   procedures in the use or storage of hazardous materials or wastes,
shall constitute a material default of this Lease by Lessee. Wherever used in
this Lease, the terms hazardous wastes and/or hazardous materials shall include
all definitions of hazardous wastes and materials provided by both federal and
California law.   4 
   IN WITNESS WHEREOF, Lessor and
Lessee have each caused this Addendum to be executed concurrently with the Lease
of which this Addendum forms a part.  LESSOR:WILLIAM D.
  WRIGHT dbaSOUTH COAST
  BUSINESS PARKBY:
  /s/ William
  D & Edna J. Wright
  
  Dated:
  Jun 20-94LESSEE:q.a.d.,
  Inc., a California CorporationBY:
  /s/ Pam
  Lopker
  
  Dated:
  1/13/94Pam Lopker,
  its PresidentBY:
  /s/ Karl
  Lopker
  
  Dated:
  1/13/94Karl Lopker,
  its Vice President  5 
   Addendum to Lease Number Two  Building C  Lessor shall spend up to $25.00
per square foot of leased space being remodeled (suites 6, 7, & 8).  Lessee shall pay in cash for
any tenant improvements requested by Lessee in excess of $25.00 per square foot  LESSOR:William D
  Wright dbaSouth Coast
  Business ParkBY:
  /s/ William
  D. Wright
  
  Jun 20-94DatedLESSEE:q.a.d.,
  Inc., a California CorporationBY:
  /s/ Pam
  Lopker
  
  1/13/94Pam Lopker,
  President
  
  DatedBY:
  /s/ Karl
  Lopker
  
  1/13/94Karl Lopker,
  Vice President
  
  Dated