<PAGE>

                                                                   EXHIBIT 10.25

                                Lease Agreement
                            Basic Lease Information


Lease Date: March 7, 2000

Landlord:               LINCOLN VENTURA TECHNOLOGY CENTER I, a California
                        limited partnership


Landlord's Address:     c/o Legacy Partners Commercial, Inc.
                        30 Executive Park, Suite 100
                        Irvine, CA 92611



Tenant:                 BIOSOURCE INTERNATIONAL, INC., a Delaware Corporation

Tenant's Address:       542 Flynn Road, Camarillo, CA 93012

Premises:               Approximately 51,821 rentable square feet as shown on
                        Exhibit A
                        ---------

Premises Address:       542 Flynn Road, Camarillo, CA 93012

Building C:             Approximately 51,821 rentable square feet

Park:                   Approximately 236,788 rentable square feet

Term:                   May 1, 2000 ("Commencement Date"), through
                        June 30, 2005 ("Expiration Date")


Base Rent (3):          Twenty-eight Thousand Five Hundred One and 55/100
                        Dollars ($28,501.55) per month. The first two (2) months
                        of the Term shall be free of Base Rent.


Adjustments to
Base Rent:              Pursuant to Paragraph 41.


Security Deposit (4):   Twenty-eight Thousand Five Hundred One and 55/100
                        Dollars ($28,501.55)


     *Tenant's Share of Operating Expenses (6.1):         21.9% of the Park
     *Tenant's Share of Tax Expenses (6.2):               100% of the Building
     *Tenant's Share of Common Area Utility Costs (7):    21.9% of the Park
     *Tenant's Share of Utility Expenses (7):             100% of the Building

     *The amount of Tenant's Share of the expenses as referenced above shall be
     subject to modification as set forth in this Lease.

Permitted Uses (9):     The Premises shall be used for offices, laboratories,
                        manufacturing and distribution and related uses, but
                        only to the extent permitted by the City of Camarillo
                        and all agencies and governmental authorities having
                        jurisdiction thereof.


Unreserved
Parking Spaces:         One hundred Fifty-five (155) non-exclusive and non-
                        designated spaces


Broker (38):            CB Richard Ellis for Tenant
                        CB Richard Ellis for Landlord


Exhibits:      Exhibit  A - Premises, Building, Lot and/or Park
               Exhibit  B - Tenant Improvements
               Exhibit  C - Rules and Regulations
               Exhibit  D - Covenants, Conditions and Restrictions
               Exhibit  E - Change of Commencement Date - Example
               Exhibit  F - Tenant's Initial hazardous Materials Disclosure
                            Certificate
               Exhibit  G - Sign Criteria
               Exhibit Fl - Fixtures Tenant Is Acquiring from Prior Tenant
<PAGE>

                               TABLE OF CONTENTS


SECTION                                                                   PAGE
-------                                                                   ----
1.   Premises                                                               1
2.   Adjustment of Commencement Date; Condition of the Premises             1
3.   Rent                                                                   1
1.   Security Deposit                                                       2
5.   Tenant Improvements                                                    2
6.   Additional Rent                                                        2
7.   Utilities                                                              5
8.   Late Charges                                                           5
9.   Use of Premises                                                        6
10.  Alterations and Additions; and Surrender of Premises                   7
11.  Repairs and Maintenance                                                7
12.  Insurance                                                              8
13.  Waiver of Subrogation                                                  9
14.  Limitation of Liability and Indemnity                                 10
15.  Assignment and Subleasing                                             10
16.  Ad Valorem Taxes                                                      12
17.  Subordination                                                         12
18.  Right of Entry                                                        12
19.  Estoppel Certificate                                                  12
20.  Tenant's Default                                                      13
21.  Remedies for Tenant's Default                                         13
22.  Holding Over                                                          14
23.  Landlord's Default                                                    15
21.  Parking                                                               15
25.  Sale of Premises                                                      15
26.  Waiver                                                                15
27.  Casualty Damage                                                       15
28.  Condemnation                                                          17
29.  Environmental Matters/Hazardous Materials                             17
30.  Financial Statements                                                  19
31.  General Provisions                                                    19
32.  Signs                                                                 20
33.  Mortgagee Protection                                                  21
34.  Quitclaim                                                             21
35.  Modifications for Lender                                              21
36.  Warranties of Tenant                                                  21
37.  Compliance with Americans with Disabilities Act                       21
38.  Brokerage Commission                                                  22
39.  Quiet Enjoyment                                                       22
40.  Landlord's Ability to Perform Tenant's Unperformed Obligations        22
41.  Adjustments to Base Rent                                              22
42.  Options to Extend the Lease                                           23
<PAGE>

                                LEASE AGREEMENT

Date:     This Lease is made and entered into as of the Lease Date set forth on
Page 1. The Basic Lease Information set forth on Page 1 and this Lease are and
shall be construed as a single instrument.


1.   Premises

Landlord hereby leases the Premises to Tenant upon the terms and conditions
contained herein. Landlord hereby grants to Tenant a license for the right to
use, on a non-exclusive basis, parking areas and ancillary facilities located
within the Common Areas of the Park, subject to the terms of this Lease.
Landlord and Tenant hereby agree that for purposes of this Lease, as of the
Lease Date, the rentable square footage area of the Premises, the Building, the
Lot and the Park shall be deemed to be the number of rentable square feet as set
forth in the Basic Lease Information on Page 1. Tenant further agrees that the
number of rentable square feet of the Building, the Lot and the Park may
subsequently change after the Lease Date commensurate with any modifications to
any of the foregoing by Landlord, and Tenant's Share shall accordingly change.

2.   Adjustment of Commencement Date; Condition of the Premises

     2.1  If Landlord cannot deliver possession of the Premises on the
Commencement Date, Landlord shall not be subject to any liability nor shall the
validity of the Lease be affected; provided, the Lease Term and the obligation
to pay Rent shall commence on the date possession is tendered and the Expiration
Date shall be extended commensurately. If Landlord cannot deliver to Tenant
possession of the Premises on or before May 1, 2000 (the "Delivery Date") [such
date subject to being extended up to and including June 1, 2000 for any delays
caused by Tenant or any of Tenant's Representatives, defined in Section 9.1
below ("Tenant Delays") or any force majeure events, which events shall include,
but not be limited to, acts or events beyond Landlord's and/or its contractors'
control, acts of God, earthquakes, strikes, lockouts, riots, boycotts,
casualties not caused by Landlord or Tenant, discontinuance of any utility or
other service required for performance of the work, moratoriums, governmental
delays in issuing permits, governmental agencies and weather, and the lack of
availability or shortage of materials ("Force Majeure Delays")], in the
condition specified in Section 5 hereof, Landlord shall not be subject to any
liability nor shall the validity of the Lease be affected; provided, Tenant
shall have the right, by written notice received by Landlord on or before the
date ten (10) business days following the Delivery Date, to terminate this
Lease, and if Tenant so terminates this Lease neither party shall be subject to
any liability hereunder. In the event the commencement date and/or the
expiration date of this Lease is other than the Commencement Date and/or
Expiration Date specified in the Basic Lease Information, as the case may be,
Landlord and Tenant shall execute a written amendment to this Lease,
substantially in the form of Exhibit F hereto, wherein the parties shall specify
                             ---------
the actual commencement date, expiration date and the date on which Tenant is to
commence paying Rent. The word "Term" whenever used herein refers to the initial
term of this Lease and any extension thereof. By taking possession of the
Premises, Tenant shall be deemed to have accepted the Premises in good condition
and state of repair, except as expressly otherwise provided in Section 5 below.
Tenant hereby acknowledges and agrees that neither Landlord nor Landlord's
agents or representatives has made any representations or warranties as to the
suitability, safety or fitness of the Premises for the conduct of Tenant's
business, Tenant's intended use of the Premises or for any other purpose.

     2.2  In the event Landlord permits Tenant to occupy the Premises prior to
the Commencement Date, such occupancy shall be at Tenant's sole risk and subject
to all the provisions of this Lease, including, but not limited to, the
requirement to pay Rent and the Security Deposit, and to obtain the Insurance
required pursuant to this Lease and to deliver insurance certificates as
required herein. In addition to the foregoing, Landlord shall have the right to
impose such additional conditions on Tenant's early entry as Landlord shall deem
appropriate. If, at any time, Tenant is in default of any term, condition or
provision of this Lease, any such waiver by Landlord of Tenant's requirement to
pay rental payments shall be null and void and Tenant shall immediately pay to
Landlord all rental payments so waived by Landlord.

     2.3  Landlord acknowledges that Tenant desires to acquire certain fixtures
and improvements belonging to the prior occupant of the Premises, Medical
Analysis Systems, Inc. ("MAS"), as shown on the attached Exhibit H (the "MAS
                                                         ---------
Fixtures"). Landlord agrees that in connection with the termination of the MAS
lease, Landlord will require MAS to leave the MAS Fixtures in the Premises at
the time that MAS surrenders the Premises to Landlord. In the event that MAS
breaches such obligation to leave the MAS Fixtures in the Premises, Landlord
agrees to use reasonable efforts to enforce such obligation, but will not be
required to bring a lawsuit against MAS. The MAS Fixtures shall be deemed to
have been transferred from MAS to Tenant; Landlord shall have no obligation or
liability with respect to the condition, operability, repair or maintenance of
such MAS Fixtures; Landlord makes no representation or warranty to Tenant with
respect to such MAS Fixtures, which, as between Landlord and Tenant, shall be
deemed to have been acquired from MAS in their "as-Is, where-is" condition; and
Landlord's sole obligation to Tenant with respect to the MAS Fixtures shall be
to require MAS to leave the MAS Fixtures in the Premises, and to use reasonable
efforts to enforce such obligation if it is breached.

3.   Rent
On the date that Tenant executes this Lease, Tenant shall deliver to Landlord
the original executed Lease, the Base Rent (which shall be applied against the
Rent payable for the first month Tenant is required to pay Base Rent), the
Security Deposit, and all insurance certificates evidencing the insurance
required to be obtained by Tenant under Section 12 of this Lease. Tenant agrees
to pay Landlord, without prior notice or demand, or abatement, offset, deduction
or claim, the Base Rent specified in the Basic Lease Information, payable in
advance at Landlord's address specified in the Basic Lease Information on the
Commencement Date and thereafter on the first (1st) day of each month throughout
the balance of the Term of the Lease. In addition to the Base Rent set forth in
the Basic Lease Information, Tenant shall pay Landlord in advance on the
Commencement Date and thereafter on the first (1st) day of each month throughout
the balance of the Term of this Lease, as Additional Rent, Tenant's Share of
Operating Expenses, Tax Expenses, Common Area Utility Costs, and Utility
Expenses. Tenant shall also pay to Landlord as Additional Rent hereunder,
immediately on Landlord's demand therefore, any and all costs and expenses
incurred by Landlord to enforce the provisions of this Lease, including, but not
limited to, costs associated with the delivery of notices, delivery and
recordation of notice(s) of default, attorneys' fees, expert fees, court costs
and filing fees (collectively, the "Enforcement Expenses"). The term "Rent"
whenever used herein refers to the aggregate of all these amounts. If Landlord
permits Tenant to occupy the Premises without requiring Tenant to pay rental
payments for a period of time, the waiver of the requirement to pay rental
payments shall only apply to waiver of the Base Rent and Tenant shall otherwise
perform all other obligations of Tenant required Hereunder. The Rent for any
fractional part of a calendar month at the commencement or termination of the
Lease term shall be a prorated amount of the Rent for a full calendar month
based upon a thirty (30) day month. The prorated Rent shall be paid on the
Commencement Date and the first day of the calendar month in which the date of
termination occurs, as the case may be.

4.   Security Deposit

Upon Tenant's execution of this Lease, Tenant shall deliver to Landlord, as a
Security Deposit for the performance by Tenant of its obligations under this
Lease, the amount specified in the Basic Lease Information. If Tenant is in
default, Landlord may, but without obligation to do so, use the Security
Deposit, or any portion thereof, to cure the default or to compensate Landlord
for all damages sustained by Landlord resulting from Tenant's default,
including, but not limited to the Enforcement Expenses. Tenant shall,
immediately on demand, pay to Landlord a sum equal to the portion of the
Security Deposit so applied or used so as to replenish the amount of the
Security Deposit held to increase such deposit to the amount initially deposited
with the Landlord. Within thirty (30) days after the termination of this Lease,
Landlord shall return the Security Deposit to Tenant, less such amounts as are
reasonably necessary to remedy Tenant's default(s) hereunder or to otherwise
restore the Premises to a clean and safe condition, reasonable wear and tear
excepted. If the cost to restore the Premises exceeds the amount of the Security
Deposit, Tenant shall promptly deliver to Landlord any and all of such excess
sums as reasonably determined by Landlord. Landlord shall not be required to
keep the Security Deposit separate from other funds, and, unless otherwise
required by law, Tenant shall not be entitled to interest on the Security
Deposit. In no event or circumstance Shall Tenant have the right to any use of
the Security Deposit and, specifically, Tenant may not use the Security Deposit
as a credit or to otherwise offset any payments required hereunder, including,
but not limited to, Rent or any portion thereof.

5.   Tenant Improvements

Tenant agrees to accept the Premises on the Commencement Date as then suitable
for Tenant's intended use and as being in good operating order, condition and
repair, "AS IS", except as specified in Exhibit B attached hereto. Landlord or
                                        ---------
Tenant, as the case may be, shall install and construct the Tenant improvements
(as such term is defined in Exhibit B hereto) in accordance with the terms,
                            ---------
conditions, criteria and provisions set forth in Exhibit B. Landlord and Tenant
                                                 ---------
hereby agree to and shall be bound by the terms, conditions and provisions of
Exhibit B. Tenant acknowledges and agrees that neither Landlord nor any of
---------
Landlord's agents, representatives or employees has made any representations as
to the suitability, fitness or condition of the Premises for the conduct of
Tenant's business or for any other purpose, including without limitation, any
storage incidental thereto. Any exception to the foregoing provisions must be
made by express written agreement by both parties. Notwithstanding anything to
the contrary contained herein, Landlord shall warrant to Tenant that the roof,
heating, ventilation and air conditioning units, and the plumbing, electrical
and other building systems serving the Premises (but specifically excluding the
MAS Fixtures) are in good operating condition, for a period of thirty (30) days
following the Commencement Date; provided, however, any claim by Tenant against
under said warranty must be made by Tenant in writing within said thirty (30)
day period and must include the specific nature of the problem.

6.   Additional Rent

It is intended by Landlord and Tenant that this Lease be a "triple net lease."
The costs and expenses described in this Section 6 and all other sums, charges,
costs and expenses specified in this Lease Other than Base Rent are to be paid
by Tenant to Landlord as additional rent (collectively, "Additional Rent").

     6.1  Operating Expenses: In addition to the Base Rent set forth in Section
3, Tenant shall pay Tenant's Share, which is specified in the Basic Lease
Information, of all Operating Expenses as Additional Rent. The term "Operating
Expenses" as used herein shall mean the total amounts paid or payable by
Landlord in connection with the ownership, maintenance, repair and operation of
the Premises, the Building and the Lot, and where applicable, of the Park
referred to in the Basic Lease Information. These Operating Expenses may
include, but are not limited to:

                                       2
<PAGE>

          6.1.1  Landlord's non-capital cost of repairs to, and maintenance of,
the roof, the roof membrane and the exterior walls of the Building;

          6.1.2  Landlord's cost of maintaining the outside Paved area,
landscaping and other common areas for the Park. The term "Common Areas" shall
mean all areas and facilities within the Park exclusive of the Premises and the
other portions of the Park leasable exclusively to other tenants. The Common
Areas include, but are not limited to, interior lobbies, mezzanines, parking
areas, access and perimeter roads, sidewalks, rail spurs, landscaped areas and
similar areas and facilities;

          6.1.3  Landlord's annual cost of insurance insuring against fire and
extended coverage (including, if Landlord elects, "all risk" or "special
purpose" coverage) and all other insurance, including, but not limited to,
earthquake, flood and/or surface water endorsements for the Building, the Lot
and the Park (including the Common Areas), rental value insurance against loss
of Rent in an amount equal to the amount of Rent for a period of at least six
(6) months commencing on the date of loss, and subject to the provisions of
Section 27 below, any deductible, any such deductible not to exceed a
commercially reasonable amount for the type of project and location (and, if
such deductible relates to any capital improvements, then the cost of such
capital improvements shall be amortized in accordance with Section 6.1.4 below);

          6.1.4  Landlord's cost of: (I) modifications and/or new improvements
to the Building, the Common Areas and/or the Park occasioned by any rules, laws
or regulations effective subsequent to the date on Which the Building was
originally constructed; (ii) reasonably necessary replacement improvements to
the Building, the Common Areas and the Park after the Lease Date; and (iii) new
improvements to the Building, the Common Areas and/or the Park that reduce
operating costs or improve life/safety conditions, all as reasonably determined
by Landlord, in its sole discretion; provided, however, if any of the foregoing
are in the nature of capital improvements, then the cost of such capital
improvements shall be amortized on a straight-line basis over a reasonable
period, which shall be the period of time specified under generally accepted
accounting principles as the estimated useful life of such modifications, new
improvements or replacement improvements in question (at an interest rate as
reasonably determined by Landlord), and Tenant shall pay Tenant's Share of the
monthly amortized portion of such costs (Including interest charges) as part of
the Operating Expenses Herein;

          6.1.5  If Landlord elects to so procure, Landlord's cost of
preventative maintenance, and repair contracts including, but not limited to,
contracts for elevator systems and heating, ventilation and air conditioning
systems, lifts for disabled persons, and trash or refuse collection;

          6.1.6  Landlord's cost of security and fire protection services for
the Building and/or the Park, as the case may be, if in Landlord's sole
discretion such services are provided;

          6.1.7  (intentionally omitted);

          6.1.8  Landlord's cost for the creation and negotiation of, and
pursuant to, any licenses, easements or other similar undertakings;

          6.1.9  Landlord's non-capital cost of supplies, equipment, rental
equipment and other similar items used in the operation and/or maintenance of
the Park;

          6.1.10  Landlord's cost for the repairs and maintenance items set
forth in Section 11.2 below; and

          6.1.11  Landlord's cost, not to exceed ten percent (10%) of the
Operating Expenses, for the management and administration of the Premises, the
Building and/or Park or any part thereof, Including, without limitation, a
property management fee, accounting, auditing, billing, postage, salaries and
benefits for clerical and supervisory employees, whether located on the Park or
off-site, payroll taxes and legal and accounting costs and all fees, licenses
and permits related to the ownership, operation and management of the Park.

Notwithstanding anything to the contrary contained in this Section 6.1 above,
the following Shall be excluded from Operating Expenses:

          Expenses for capital improvements made to the Park other than capital
improvements which reduce energy consumption or other Operating Expenses (and
then such amounts may be included only to the extent of actual expense savings)
or which are required to comply with Laws enacted or first enforced after the
Commencement Date, or which are required to replace existing equipment,
facilities or improvements Within the Park such as the HVAC system, and any such
capital improvements shall be amortized over their useful life in accordance
with GAAP.

          ii.    Interest, amortization, or other payments or charges payable by
Landlord with respect to any loans secured by a deed of trust or mortgage on the
Park.

          iii.   Depreciation, except as provided in Section 6.1(i) above.

          iv.    Tenant leasing fees, commissions or other brokerage commissions
relating thereto (with respect to all tenants of the Park).

                                       3
<PAGE>

          v.     Legal, auditing, consulting and other professional fees paid or
incurred in connection with financing, refinancing, sales, acquisitions, zoning
proceedings or other extraordinary transactions, occurrences or events; but
excluding those legal, auditing, consulting or other professional fees
necessarily incurred in connection with the normal and routine maintenance and
operation of the Park, or otherwise benefiting all Tenants of the Park.

          vi.    Expenses for repair or replacement paid by proceeds of
insurance actually received by Landlord, condemnation awards actually received
by Landlord, or covered by warranties or guaranties (to the extent such
warranties or guaranties are honored by the warrantor or guarantor).

          vii.   Costs incurred due to a deliberate violation by Landlord of any
Laws.

          viii.  Cost of replacements or other work occasioned by fire,
windstorm, earthquake or other casualty to the extent covered by insurance
proceeds, or the exercise by governmental authorities of the right of eminent
domain to the extent covered by condemnation proceeds.

          ix.    Penalties and interest for late payment, including, without
limitation, taxes, insurance, equipment leases, and other past due amounts
unless Tenant is responsible for same.

          x.     Salaries or other compensation paid to employees above the
level of senior property manager.

          xi.    The cost of repairs necessitated by the gross negligence of
Landlord, its agents, employees or contractors.

     6.2  Tax Expenses: In addition to the Base Rent set forth in Section 3,
Tenant shall pay its share, which is specified in the Basic Lease Information,
of all real property taxes applicable to the land and improvements included
within the lot on which the Premises are situated and one hundred percent (100%)
of all personal property taxes now or hereafter assessed or levied against the
Premises or Tenant's personal property. Tenant shall also pay one hundred
percent (100%) of any increase in real property taxes attributable, in
Landlord's sole discretion, to any and all alterations, Tenant improvements or
other improvements of any kind, which are above standard improvements
customarily installed for similar buildings located within the Building or the
Park (as applicable), whatsoever placed in, on or about the Premises for the
benefit of, at the request of, or by Tenant. The term "Tax Expenses" shall mean
and include, without limitation, any form of tax and assessment (general,
special, supplemental, ordinary or extraordinary), commercial rental tax,
payments under any improvement bond or bonds, license fees, license tax,
business license fee, rental tax, transaction tax, levy, or penalty imposed by
authority having the direct or indirect power of tax (Including any city,
county, state or federal government, or any school, agricultural, lighting,
drainage or other improvement district thereof) as against any legal or
equitable interest of Landlord in the Premises, the Building, the Lot or the
Park, as against Landlord's right to rent, or as against Landlord's business of
leasing the Premises or the occupancy of Tenant or any other tax, fee, or
excise, however described, including, but not limited to, any value added tax,
or any tax imposed in substitution (partially or totally) of any tax previously
included within the definition of real property taxes, Or any additional tax the
nature of which was previously included within the definition of real property
taxes. The term "Tax Expenses" shall not include any franchise, estate,
inheritance, net income, or excess profits tax imposed upon Landlord.

     6.3  Payment of Expenses: Landlord shall estimate Tenant's Share of the
Operating Expenses and Tax Expenses for the calendar year in which the Lease
commences. Commencing on the Commencement Date, one-twelfth (1/12th) of this
estimated amount shall be paid by Tenant to Landlord, as Additional Rent, and
thereafter on the first (1st) day of each month throughout the remaining month
of such calendar year. Thereafter, Landlord may estimate such expenses as of the
beginning of each calendar year during the Term of this Lease and Tenant shall
pay one-twelfth (1/12th) of such estimated amount as Additional Rent hereunder
on the first (1st) day of each month during such calendar year and for each
ensuing calendar year throughout the Term of this Lease. Tenant's obligation to
pay Tenant's Share of Operating Expenses and Tax Expenses shall survive the
expiration or earlier termination of this Lease.

     6.4  Annual Reconciliation: By June 30th of each calendar year, or as soon
thereafter as reasonably possible, Landlord shall endeavor to furnish Tenant
with an accounting of actual Operating Expenses and Tax Expenses. Within thirty
(30) days of Landlord's delivery of such accounting, Tenant shall pay to
Landlord the amount of any underpayment. Notwithstanding the foregoing, failure
by Landlord to give such accounting by such date shall not constitute a waiver
by Landlord of its right to collect any of Tenant's underpayment at any time.
Landlord shall credit the amount of any overpayment by Tenant toward the next
estimated monthly installment(s) falling due; or where the Term of the Lease has
expired, refund the amount of overpayment to Tenant within thirty (30) days
after Landlord shall have furnished Tenant with such accounting that includes
such overpayment. If the Term of the Lease expires prior to the annual
reconciliation of expenses Landlord shall have the right to reasonably estimate
Tenant's Share of such expenses, and if Landlord determines that an underpayment
is due, Tenant hereby agrees that Landlord shall be entitled to deduct such
underpayment from Tenant's Security Deposit. If Landlord reasonably determines
that an overpayment has been made by Tenant, Landlord shall refund said
overpayment to Tenant as soon as practicable thereafter. Notwithstanding the
foregoing, failure of Landlord to accurately estimate Tenant's Share of such
expenses or to otherwise perform such reconciliation of expenses, including
without limitation, Landlord's failure to deduct any portion of any underpayment
from Tenant's Security Deposit, shall not constitute a waiver of Landlord's
right to collect any of Tenant's underpayment at any time during the Term of the
Lease or at any time after the expiration or earlier termination of this Lease.

                                       4
<PAGE>

     6.5  Audit: After delivery to Landlord of at least thirty (30) days' prior
written notice, Tenant, at its sole cost and expense through any accountant
designated by it, shall have the right to examine and/or audit the books and
records evidencing such costs and expenses for the previous two (2) calendar
years, during Landlord's reasonable business hours but not more frequently than
once during any calendar year. Any such accounting firm designated by Tenant may
not be compensated on a contingency fee basis. The results of any such audit
(and any negotiations between the parties related thereto) shall be maintained
strictly confidential by Tenant and its accounting firm and shall not be
disclosed, published or otherwise disseminated to any other party other than to
Landlord and its authorized agents. Landlord and Tenant shall use their best
efforts to cooperate in such negotiations and to promptly resolve any
discrepancies between Landlord and Tenant in the accounting of such costs and
expenses. If through such audit it is determined that there is a discrepancy of
more than three percent (3%), then Landlord shall reimburse Tenant for the
reasonable accounting costs and expenses incurred by Tenant in performing such
audit, including Tenant's in-house or outside auditors or accountants. However,
if through such audit it is determined that there is a discrepancy of three
percent (3%) or less, then Tenant shall reimburse Landlord for the reasonable
accounting costs and expenses associated with Landlord's in-house auditors or
accounting personnel as well as those reasonable costs and expenses incurred by
Landlord for any outside accounting firms or auditors in connection with such
audit.


7.   Utilities

Utility Expenses, Common Area Utility Costs and all other sums or charges set
forth in this Section 7 are considered part of Additional Rent. In addition to
the Base Rent set forth in Section 3 hereof, Tenant shall pay the cost of all
water, sewer use, sewer discharge fees and sewer connection fees, gas, heat,
electricity, refuse pickup, Janitorial service, telephone and other utilities
billed or metered separately to the Premises and/or Tenant. Tenant shall also
pay Tenant's Share of any assessments or charges for utility or similar purposes
included within any tax bill for the Lot on which the Premises are situated,
including, without limitation, entitlement fees, allocation unit fees, and/or
any similar fees or charges, and any penalties related thereto. For any such
utility fees or use charges that are not billed or metered separately to Tenant,
including without limitation, water and refuse pick up charges, Tenant shall pay
to Landlord, as Additional Rent, without prior notice or demand, on the
Commencement Date and thereafter on the first (1st) day of each month throughout
the balance of the Term of this Lease the amount which is attributable to
Tenant's use of the utilities or similar services, as reasonably estimated and
determined by Landlord based upon factors such as size of the Premises and
intensity of use of such utilities by Tenant such that Tenant shall pay the
portion of Such charges reasonably consistent with Tenant's use of such
utilities and similar services ("Utility Expenses"). If Tenant disputes any such
estimate or determination, then Tenant shall either pay the estimated amount or
cause the Premises to be separately metered at Tenant's sole expense. In
addition, Tenant shall pay to Landlord Tenant's Share of any Common Area utility
costs, fees, charges or expenses ("Common Area Utility Costs"). Tenant shall pay
to Landlord one-twelfth (1/12th) of the estimated amount of Tenant's Share of
the Common Area Utility Costs on the Commencement Date and thereafter on the
first (1st) day of each month throughout the balance of the Term of this Lease
and any reconciliation thereof shall be substantially in the same manner as
specified in Section 6.4 above. The amount of Tenant's Share of Common Area
Utility Costs shall be reviewed from time to time by Landlord and shall be
subject to modification by Landlord if there is a change in the rentable square
footage of the Premises, the Building and/or the Park. Tenant acknowledges that
the Premises may become subject to the rationing of utility services or
restrictions on utility use as required by a public utility company,
governmental agency or other similar entity having Jurisdiction thereof.
Notwithstanding any such rationing or restrictions on use of any such utility
services, Tenant acknowledges and agrees that its tenancy and occupancy
hereunder shall be subject to such rationing restrictions as may be imposed upon
Landlord, Tenant, the Premises, the Building or the Park, and Tenant Shall in no
event be excused or relieved from any covenant or obligation to be kept or
performed by Tenant by reason of any such rationing or restrictions. Tenant
further agrees to timely and faithfully pay, prior to delinquency, any amount,
tax, charge, surcharge, assessment or imposition levied, assessed or imposed
upon the Premises, or Tenant's use and occupancy thereof. Notwithstanding
anything to the contrary contained herein, if permitted by applicable Laws,
Landlord shall have the right at any time and from time to time during the Term
of this Lease to either contract for service from a different company or
companies (each such company shall be referred to herein as an "Alternate
Service Provider") other than the company or companies presently providing
electricity service for the Building or the Park (the "Electric Service
Provider") or continue to contract for service from the Electric Service
Provider, at Landlord's sole discretion. Tenant hereby agrees to cooperate with
Landlord, the Electric Service Provider, and any Alternate Service Provider at
all times and, as reasonably necessary, shall allow Landlord, the Electric
Service Provider, and any Alternate Service Provider reasonable access to the
Building's electric lines, feeders, risers, wiring, and all other machinery
within the Premises.


8.   Late Charges

Any and all sums or charges set forth in this Section 8 are considered part of
Additional Rent. Tenant acknowledges that late payment (the second day of each
month or any time thereafter) by Tenant to Landlord of Base Rent, Tenant's Share
of Operating Expenses, Tax Expenses, Common Area Utility Costs, and Utility
Expenses or other sums due hereunder, will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of such costs being extremely
difficult and impracticable to fix. Such costs include, without limitation,
processing and accounting charges, and late charges that may be imposed on
Landlord by the terms of any note secured by any encumbrance against the
Premises, and late charges and penalties due to the late payment of real
property taxes on the Premises. Therefore, if any installment of Rent or any
other sum due from Tenant is not received by Landlord when due, Tenant shall
promptly pay to Landlord all of the following, as applicable: (a) an additional
sum equal to ten percent (10%) of such delinquent amount plus interest on


                                       5
<PAGE>

such delinquent amount at the rate equal to the prime rate plus three percent
(3%) for the time period Such payments are delinquent as a late charge for every
month or portion thereof that such sums remain unpaid, (b) the amount of
seventy-five dollars ($75) for each three-day notice prepared for, or served on,
Tenant, (c) the amount of fifty dollars ($50) relating to checks for which there
are not sufficient funds. If Tenant delivers to Landlord a check for which there
are not sufficient funds, Landlord may, at its sole option, require Tenant to
replace such check with a cashier's check for the amount of such check and all
other charges payable hereunder. The parties agree that this late charge and the
other charges referenced above represent a fair and reasonable estimate of the
costs that Landlord will incur by reason of late payment by Tenant. Acceptance
of any late charge or other charges shall not constitute a waiver by Landlord of
Tenant's default with respect to the delinquent amount, nor prevent Landlord
from exercising any of the other rights and remedies available to Landlord for
any other breach of Tenant under this Lease. If a late charge or other charge
becomes payable for any three (3) installments of Rent within any twelve (12)
month period, then Landlord, at Landlord's sole option, can either require the
Rent be paid quarterly in advance, or be paid monthly in advance by cashier's
check or by electronic funds transfer.


9.   Use of Premises

     9.1  Compliance with Laws, Recorded Matters, and Rules and Regulations: The
Premises are to be used solely for the purposes and uses specified in the Basic
Lease Information and for no other uses or purposes without Landlord's prior
written consent, which consent shall not be unreasonably withheld or delayed so
long as the proposed use (I) does not involve the use of Hazardous Materials
other than as expressly permitted under the provisions of Section 29 below, (II)
does not require any additional parking in excess of the parking spaces already
licensed to Tenant pursuant to the provisions of Section 24 of this Lease, and
(Iii) is compatible and consistent with the other uses then being made in the
Park and in other similar types of buildings in the vicinity of the Park, as
reasonably determined by Landlord. The use of the Premises by Tenant and its
employees, representatives, agents, invitees, licensees, subtenants, Customers
or contractors (collectively, "Tenant's Representatives") shall be subject to,
and at all times in compliance with, (a) any and all applicable laws,
ordinances, statutes, orders and regulations as same exist from time to time
(collectively, the Laws ), (b) any and all documents, matters or instruments,
including without limitation, any declarations of covenants, conditions and
restrictions, and any supplements thereto, each of which has been or hereafter
is recorded in any official or public records with respect to the Premises, the
Building, the Lot and/or the Park, or any portion thereof (collectively, the
"Recorded Matters") provided, if any of the Recorded Matters which are
subsequently recorded after the Lease Date materially affect Tenant's rights and
obligations under this Lease (excluding any liens related to any mortgage, deed
of trust or similar type of security interest, and any easements, liens and
other recorded matters required or imposed in connection with the development
and construction of the Buildings and the other improvements to be made as part
of the Park), then Landlord shall obtain Tenant's prior written consent to same,
which consent shall not be unreasonably withheld or delayed, and (c) any and all
rules and regulations set forth in Exhibit C, attached to and made a part of
                                   ---------
this Lease, and any other reasonable rules and regulations promulgated by
Landlord now or hereafter enacted relating to parking and the operation of the
Premises, the Building and the Park (collectively, the "Rules and Regulations").
Tenant agrees to, and does hereby, assume full and complete responsibility to
ensure that the Premises are adequate to fully meet the needs and requirements
of Tenant's intended operations of its business within the Premises, and
Tenant's use of the Premises and that same are in compliance with all applicable
Laws throughout the Term of this Lease. Additionally, Tenant shall be solely
responsible for the payment of all costs, fees and expenses associated with any
modifications, improvements or alterations to the Premises, Building, the Common
Areas and/or the Park occasioned by the enactment of, or changes to, any Laws
arising from Tenant's particular use of the Premises or alterations,
improvements or additions made to the Premises regardless of when such Laws
became effective.

     9.2  Prohibition on Use: Tenant shall not use the Premises or permit
anything to be done in or about the Premises nor keep or bring anything therein
which will in any way conflict with any of the requirements of the Board of Fire
Underwriters or similar body now or hereafter constituted or in any way increase
the existing rate of or affect any policy of fire or other insurance upon the
Building or any of its Contents, or cause a cancellation of any insurance
policy. No auctions may be held or otherwise conducted in, on or about the
Premises, the Building, the Lot or the Park without Landlord's written consent
thereto, Which consent may be given or withheld in Landlord's sole discretion.
Tenant shall not do or permit anything to be done in or about the Premises which
will in any way obstruct or interfere with the rights of Landlord, other tenants
or occupants of the Building, other buildings in the Park, or other persons or
businesses in the area, or injure or annoy other tenants or use or allow the
Premises to be used for any unlawful or objectionable purpose, as determined by
Landlord, in its reasonable discretion, for the benefit, quiet enjoyment and use
by Landlord and all other tenants or occupants of the Building or other
buildings in the Park; nor shall Tenant cause, maintain or permit any private or
public nuisance in, on or about the Premises, Building, Park and/or the Common
Areas, including, but not limited to, any offensive odors, noises, fumes or
vibrations. Tenant shall not damage or deface or otherwise commit or suffer to
be committed any waste in, upon or about the Premises. Tenant shall not place or
store, nor permit any other person or entity to place or store, any property,
equipment, materials, supplies, personal property or any other items or goods
outside of the Premises for any period of time. Tenant shall not permit any
animals, including, but not limited to, any household pets, to be brought or
kept in or about the Premises. Tenant shall place no loads upon the floors,
walls, or ceilings in excess of the maximum designed load permitted by the
applicable Uniform Building Code or which may damage the Building or outside
areas; nor place any harmful liquids in the drainage systems; nor dump or store
waste materials, refuse or other such materials, or allow such to remain outside
the Building area, except for any non-hazardous or non-harmful materials which
may be stored in refuse dumpsters or in any enclosed trash areas provided.
Tenant shall honor the terms of all Recorded Matters relating to the Premises,
the Building, the Lot and/or the Park. Tenant shall honor the Rules and
Regulations. If Tenant falls to comply


                                       6
<PAGE>

With such Laws, Recorded Matters, Rules and Regulations or the provisions of
this Lease, Landlord shall have the right to collect from Tenant a reasonable
sum as a penalty, in addition to all rights and remedies of Landlord hereunder
including, but not limited to, the payment by Tenant to Landlord of all
Enforcement Expenses and Landlord's costs and expenses, if any, to cure any of
such failures of Tenant, if Landlord, at its sole option, elects to undertake
such cure.


10.  Alterations and Additions; and Surrender of Premises

     10.1  Alterations and Additions: Tenant shall not install any signs,
signage, computer wiring and cabling, fixtures, improvements, nor make or permit
any other alterations or additions to the Premises ("Alterations") without the
prior written consent of Landlord, which consent shall not be unreasonably
withheld or delayed. Landlord shall notify Tenant, in writing, whether or not
Landlord will require Tenant to remove any such Alterations from the Premises
upon the expiration or earlier termination of this Lease, at the time the
Landlord consents to Tenant's installation of any such Alterations, provided
that Tenant shall have requested such notification. If any such Alteration is
expressly permitted by Landlord, Tenant shall deliver at least twenty (20) days'
prior notice to Landlord, from the date Tenant intends to commence construction,
sufficient to enable Landlord to post a Notice of Non-Responsibility. In all
events, Tenant shall obtain all permits or other governmental approvals prior to
commencing any of such work and deliver a copy of same to Landlord. All
Alterations shall be installed by a licensed contractor approved by Landlord, at
Tenant's sole expense in compliance with all applicable Laws (including, but not
limited to, the ADA as defined herein), Recorded Matters, and Rules and
Regulations. Tenant shall keep the Premises and the property on which the
Premises are situated free from any liens arising out of any work performed,
materials furnished or obligations incurred by or on behalf of Tenant.

     10.2  Surrender of Premises:  Upon the termination of this Lease, whether
by forfeiture, lapse of time or otherwise, or upon the termination of Tenant's
right to possession of the Premises, Tenant will at once surrender and deliver
up the Premises, together with the Alterations (other than trade fixtures) which
Landlord has notified Tenant, in writing, that Landlord will require Tenant not
to remove, to Landlord in good condition and repair (including, but not limited
to, replacing all light bulbs and ballasts not in good working condition) and in
the condition in which the Premises existed as of the Commencement Date, except
for reasonable wear and tear.  Reasonable wear and tear shall not include any
damage or deterioration to the floors of the Premises arising from the use of
forklifts in, on or about the Premises (Including, without limitation, any marks
or stains of any portion of the floors), and any damage or deterioration that
would have been prevented by proper maintenance by Tenant or Tenant otherwise
performing all of its obligations under this Lease. Upon such termination of
this Lease, Tenant shall remove all tenant signage, trade fixtures, equipment,
furniture, furnishings, computer wiring and cabling, inventories, goods and
other personal property, additions, and other improvements (hereinafter
collectively referred to as "Tenant's Property") unless Landlord requests, in
writing, that Tenant not remove some or all of such signage, computer wiring and
cabling, fixtures (other than trade fixtures), additions or improvements
installed by, or on behalf of Tenant or situated in or about the Premises.
Tenant shall repair any damage caused by the installation or removal of such
signs, computer wiring and cabling, trade fixtures, furniture, furnishings,
fixtures, additions and improvements which are to be removed from the Premises
by Tenant hereunder. Tenant shall ensure that the removal of such items and the
repair of the Premises will be completed prior to such termination of this
Lease.


11.  Repairs and Maintenance

     11.1  Tenant's Repairs and Maintenance Obligations: Except for those
portions of the Building to be maintained by Landlord, as provided in Sections
11.2 and 11.3 below, Tenant shall, at Tenant's sole cost and expense, keep and
maintain the Premises and the adjacent dock and staging areas in good, clean and
safe condition and repair to the reasonable satisfaction of Landlord including,
but not limited to, repairing any damage caused by Tenant or Tenant's
Representatives and replacing any property so damaged by Tenant or Tenant's
Representatives. Without limiting the generality of the foregoing, Tenant shall
be solely responsible for maintaining, repairing and replacing (a) all
mechanical systems, heating, ventilation and air conditioning systems
exclusively serving the Premises, (b) all plumbing, electrical wiring and
equipment serving the Premises, (C) all interior lighting (Including, without
limitation, light bulbs and/or ballasts) and exterior lighting serving the
Premises or adjacent to the Premises, (d) all glass, windows, window frames,
window casements, skylights, interior and exterior doors, door frames and door
closers, (e) all roll-up doors, ramps and dock equipment, including without
limitation, dock bumpers, dock plates, dock seals, dock levelers and dock
lights, (f) all tenant signage, (g) lifts for disabled persons serving the
Premises, (ii) sprinkler systems, fire protection systems and security systems,
(I) all partitions, fixtures, equipment, interior painting, and interior walls
and floors of the Premises and every part thereof (including, without
limitation, any demising walls contiguous to any portion of the Premises).

     11.2  Reimbursable Repairs and Maintenance Obligations: Subject to the
provisions of Sections 6 and 9 of this Lease and except for (I) the obligations
of Tenant set forth in Section 11.1 above, (ii) the obligations of Landlord set
forth in Section 11.3 below, and (iii) the repairs rendered necessary by the
intentional or negligent acts or omissions of Tenant or any of Tenant's
Representatives, Landlord agrees, at Landlord's expense, subject to
reimbursement pursuant to Section 6 above, to keep in good repair the plumbing
and mechanical systems exterior to the Premises, any rail spur and rail
crossing, the roof, roof membranes, exterior walls of the Building, signage
(exclusive of tenant signage), and exterior electrical wiring and equipment,
exterior lighting, exterior glass, exterior doors/entrances and door closers,
exterior window casements, exterior painting of the Building (exclusive of the
Premises), and underground utility and sewer pipes outside the exterior walls of
the Building. For purposes of this Section 11.2, the term "exterior" shall


                                       7
<PAGE>

mean outside of and not exclusively serving the Premises. Unless otherwise
notified by Landlord, in writing, that Landlord has elected to procure and
maintain the following described contract(s), Tenant shall procure and maintain
(a) the heating, ventilation and air conditioning systems preventative
maintenance and repair contract(s); such contract(s) to be on a bi-monthly or
quarterly basis, as reasonably determined by Landlord, and (b) the fire and
sprinkler protection services and preventative maintenance and repair
contract(s) (including, without limitation, monitoring services); such
contract(s) to be on a bi-monthly or quarterly basis, as reasonably determined
by Landlord. Landlord reserves the right, but without the obligation to do so,
to procure and maintain (I) the heating, ventilation and air conditioning
systems preventative maintenance and repair contract(s), and/or (ii) the fire
and sprinkler protection services and preventative maintenance and repair
contract(s) (Including, without limitation, monitoring services). If Landlord so
elects to procure and maintain any such contract(s), Tenant will reimburse
Landlord for the cost thereof in accordance with the provisions of Section 6
above. If Tenant procures and maintains any of such contract(s), Tenant will
promptly deliver to Landlord a true and complete copy of each such contract and
any and all renewals or extensions thereof, and each service report or other
summary received by Tenant pursuant to or in connection with such contract(s).

     11.3  Landlord's Repairs and Maintenance Obligations: Except for repairs
rendered necessary by the intentional or negligent acts or omissions of Tenant
or any of Tenant's Representatives, Landlord agrees, at Landlord's sole cost and
expense, to (a) keep in good repair the structural portions of the floors,
foundations and exterior perimeter walls of the Building (exclusive of glass and
exterior doors), and (b) replace the structural portions of the roof of the
Building (excluding the roof membrane, the amortized cost of the replacement of
which shall be subject to reimbursement by Tenant as set forth in Section 6.1.4
above) as, and when, Landlord determines such replacement to be necessary in
Landlord's sole discretion.

     11.4  Tenant's Failure to Perform Repairs and Maintenance Obligations:
Except for normal maintenance and repair of the items described above, Tenant
shall have no right of access to or right to install any device on the roof of
the Building nor make any penetrations of the roof of the Building without the
express prior written consent of Landlord, which consent shall not be
unreasonably withheld or delayed (Tenant acknowledges that it shall be
reasonable for Landlord to condition such consent on indemnification of Landlord
by Tenant with respect to the same). If Tenant refuses or neglects to repair and
maintain the Premises and the adjacent areas properly as required herein and to
the reasonable satisfaction of Landlord, Landlord may, but without obligation to
do so, at any time make such repairs and/or maintenance without Landlord having
any liability to Tenant for any loss or damage that may accrue to Tenant's
merchandise, fixtures or other property, or to Tenant's business by reason
thereof, except to the extent any damage is caused by the willful misconduct or
gross negligence of Landlord or its authorized agents and representatives. In
the event Landlord makes such repairs and/or maintenance, upon completion
thereof Tenant shall pay to Landlord, as additional rent, the Landlord's costs
for making such repairs and/or maintenance, plus ten percent (10%) for overhead,
upon presentation of a bill therefore, plus any Enforcement Expenses. The
obligations of Tenant hereunder shall survive the expiration of the Term of this
Lease or the earlier termination thereof. Tenant hereby waives any right to
repair at the expense of Landlord under any applicable Laws now or hereafter in
effect respecting the Premises.


12.  Insurance

     12.1  Types of Insurance: Tenant shall maintain in full force and effect at
all times during the Term of this Lease, at Tenant's sole cost and expense, for
the protection of Tenant and Landlord, as their interests may appear, policies
of insurance issued by a carrier or carriers reasonably acceptable to Landlord
and its lender(s) which afford the following coverages: (I) worker's
compensation: statutory limits; (Ii) employer's liability, as required by law,
with a minimum limit of $100,000 per employee and $500,000 per occurrence; (iii)
commercial general liability insurance (occurrence form) providing coverage
against any and all claims for bodily injury and property damage occurring in,
on or about the Premises arising out of Tenant's and Tenant's Representatives'
use and/or occupancy of the Premises. Such insurance shall include coverage for
blanket contractual liability, fire damage, premises, personal injury, completed
operations, products liability, personal and advertising, and a plate-glass
rider to provide coverage for all glass in, on or about the Premises including,
without limitation, skylights. Such insurance shall have a combined single limit
of not less than One Million Dollars ($1,000,000) per occurrence with a Two
Million Dollar ($2,000,000) aggregate limit and excess/umbrella insurance in the
amount of Two Million Dollars ($2,000,000). If Tenant has other locations which
it owns or leases, the policy shall include an aggregate limit per location
endorsement. If necessary, as reasonably determined by Landlord, Tenant shall
provide for restoration of the aggregate limit; (iv) comprehensive automobile
liability insurance: a combined single limit of not less than $2,000,000 per
occurrence and insuring Tenant against liability for claims arising out of the
ownership, maintenance, or use of any owned, hired or non-owned automobiles; (v)
"all risk" or "special purpose" property insurance, including without
limitation, sprinkler leakage, boiler and machinery comprehensive form, if
applicable, covering damage to or loss of any personal property, trade fixtures,
inventory, fixtures and equipment located in, on or about the Premises, and in
addition, coverage for flood (required by any Lender), earthquake sprinkler
leakage, and business interruption of Tenant, together with, if the property of
Tenant's invitees is to be kept in the Premises, warehouser's legal liability or
bailee customers insurance for the full replacement cost of the property
belonging to invitees and located in the Premises. Such insurance shall be
written on a replacement cost basis (without deduction for depreciation) In an
amount equal to one hundred percent (100%) of the full replacement value of the
aggregate of the items referred to in this subparagraph (v); and (vi) such other
insurance as Landlord reasonably deems necessary and prudent or as may otherwise
be commercially reasonably required by any of Landlord's lenders or joint
venture partners.



                                       8
<PAGE>

     12.2  Insurance Policies: Insurance required to be maintained by Tenant
shall be written by companies (I) licensed to do business in the State of
California, (ii) domiciled in the United States of America, and (Ill) having a
"General Policyholders Rating" of at least A:X (or such higher rating as may be
required by a lender having a lien on the Premises) as set forth in the most
current issue of "A.M. Best's Rating Guides." Any deductible amounts under any
of the insurance policies required hereunder shall not exceed One Thousand
Dollars ($1,000). Tenant shall deliver to Landlord certificates of insurance and
true and complete copies of any and all endorsements required herein for all
insurance required to be maintained by Tenant hereunder at the time of execution
of this Lease by Tenant. Tenant shall, at least thirty (30) days prior to
expiration of each policy, furnish Landlord with certificates of renewal or
"binders" thereof. Each certificate shall expressly provide that such policies
shall not be cancelable or otherwise subject to modification except after thirty
(30) days' prior written notice to the parties named as additional insured as
required in this Lease (except for cancellation for nonpayment of premium, in
which event cancellation shall not take effect until at least ten (10) days'
notice has been given to Landlord). Tenant shall have the right to provide
insurance coverage which it is obligated to carry pursuant to the terms of this
Lease under a blanket insurance policy, provided such blanket policy expressly
affords coverage for the Premises and for Landlord as required by this Lease.

     12.3  Additional Insured and Coverage: Landlord, any property management
company and/or agent of Landlord for the Premises, the Building, the Lot or the
Park, and any lender(s) of Landlord having a lien against the Premises, the
Building, the Lot or the Park shall be named as additional insured's under all
of the policies required in Section 12.1(111) above. Additionally, such policies
shall provide for severability of interest. All insurance to be maintained by
Tenant shall, except for workers' compensation and employer's liability
insurance, be primary, without right of contribution from insurance maintained
by Landlord. Any umbrella/excess liability policy (which shall be in "following
form") shall provide that if the underlying aggregate is exhausted, the excess
coverage will drop down as primary insurance. The limits of insurance maintained
by Tenant shall not limit Tenant's liability under this Lease. It is the
parties' intention that the insurance to be procured and maintained by Tenant as
required herein shall provide coverage for any and all damage or injury arising
from or related to Tenant's operations of its business and/or Tenant's or
Tenant's Representatives' use of the Premises and/or any of the areas within the
Park, whether such events occur within the Premises (as described Exibit A
hereto) or in any other areas of the Park. It is not contemplated or anticipated
by the parties that the aforementioned risks of loss be borne by Landlord's
insurance carriers, rather it is contemplated and anticipated by Landlord and
Tenant that such risks of loss be borne by Tenant's insurance carriers pursuant
to the insurance policies procured and maintained by Tenant as required herein.

     12.4  Failure of Tenant to Purchase and Maintain Insurance: In the event
Tenant does not purchase the insurance required in this Lease or keep the same
in full force and effect throughout the Term of this Lease (including any
renewals or extensions), Landlord may, but without obligation to do so, purchase
the necessary insurance and pay the premiums therefore. If Landlord so elects to
purchase such insurance, Tenant shall promptly pay to Landlord as Additional
Rent, the amount so paid by Landlord, upon Landlord's demand therefor. In
addition, Landlord may recover from Tenant and Tenant agrees to pay, as
Additional Rent, any and all Enforcement Expenses and damages which Landlord may
sustain by reason of Tenant's failure to obtain and maintain such insurance. If
Tenant fails to maintain any insurance required in this Lease, Tenant shall be
liable for all losses, damages and costs resulting from such failure.

     12.5  Landlord's Insurance: Landlord shall maintain in full force and
effect during the Term of this Lease, subject to reimbursement as provided in
Section 6, policies of insurance which afford such coverages as are commercially
reasonable and as is consistent with other properties in Landlord's portfolio.
Notwithstanding the foregoing, Landlord shall obtain and keep in force during
the Term of this Lease, as an item of Operating Expenses, a policy or policies
in the name of Landlord, with loss payable to Landlord and to the holders of any
mortgages, deeds of trust or ground leases on the Premises ("Lender(s)"),
insuring loss or damage to the Building, including all improvements, fixtures
(other than trade fixtures) and permanent additions. However, all equipment,
trade fixtures, computer wiring and cabling, furnishings, inventories, goods and
personal property of Tenant shall be insured by Tenant rather than by Landlord.
The amount of such insurance procured by Landlord shall be equal to at least
eighty percent (80%) of the full replacement cost of the Building, including all
improvements and permanent additions as the same shall exist from time to time,
or the amount required by Lenders. At Landlord's option, such policy or policies
shall insure against all risks of direct physical loss or damage (including,
without limitation, the perils of earthquake), including coverage for any
additional costs resulting from debris removal and reasonable amounts of
coverage for the enforcement of any ordinance or law regulating the
reconstruction or replacement of any undamaged sections of the Building required
to be demolished or removed by reason of the enforcement of any building,
zoning, safety or land use laws as the result of a covered cause of loss. If any
such insurance coverage procured by Landlord has a deductible clause, the
deductible shall not exceed commercially reasonable amounts, and in the event of
any casualty, the amount of such deductible shall be an item of Operating
Expenses, subject to the limitations set forth in Section 6. Notwithstanding
anything to the contrary contained herein, to the extent the cost of maintaining
insurance with respect to the Premises is increased as a result of Tenant's
acts, omissions, use or occupancy of the Premises, Tenant shall pay one hundred
percent (100%) of, and for, such increase(s) as Additional Rent.


13.  Waiver of Subrogation

Landlord and Tenant hereby mutually waive their respective rights of recovery
against each other for any loss of, or damage to, either parties' property to
the extent that such loss or damage is insured by an insurance policy required
to be in effect at the time of such loss or damage. Each party shall obtain any
special endorsements, if required by its insurer whereby the insurer waives its
rights of subrogation against the other party. This provision is intended to
waive fully, and for the benefit of the parties hereto, any rights and/or


                                       9
<PAGE>

claims which might give rise to a right of subrogation in favor of any insurance
carrier. The coverage obtained by Tenant pursuant to Section 12 of this Lease
shall include, without limitation, a waiver of subrogation endorsement attached
to the certificate of insurance. The provisions of this Section 13 shall not
apply in those instances in which such waiver of subrogation would invalidate
such insurance coverage or would cause either party's insurance coverage to be
voided or otherwise uncollectible.


14.  Limitation of Liability and Indemnity

Except to the extent of damage resulting from the gross negligence or willful
misconduct of Landlord or its authorized representatives, Tenant agrees to
protect, defend (with counsel acceptable to Landlord) and ibid Landlord and
Landlord's lenders, partners, members, property management company (if other
than Landlord), agents, directors, officers, employees, representatives,
contractors, shareholders, successors and assigns and each of their respective
partners, members, directors, employees, representatives, agents, contractors,
shareholders, successors and assigns (collectively, the "Indemnitees") harmless
and indemnify the Indemnitees from and against all liabilities, damages, claims,
losses, judgments, charges and expenses (including reasonable attorneys' fees,
costs of court and expenses necessary in the prosecution or defense of any
litigation including the enforcement of this provision) arising from or in any
way related to, directly or indirectly, (I) Tenants or Tenant's Representatives'
use of the Premises, Building and/or the Park, (ii) the conduct of Tenant's
business, (iii) from any activity, work or thing done, permitted or suffered by
Tenant in or about the Premises, (iv) in any way connected with the Premises or
with the improvements or personal property therein, including, but not limited
to, any liability for injury to person or property of Tenant, Tenant's
Representatives, or third party persons, and/or (v) Tenant's failure to perform
any covenant or obligation of Tenant under this Lease. Tenant agrees that the
obligations of Tenant herein shall survive the expiration or earlier termination
of this Lease.

Except to the extent of damage resulting from the gross negligence or willful
misconduct of Landlord or its authorized representatives, to the fullest extent
permitted by law, Tenant agrees that nether Landlord nor any of Landlord's
lender(s), partners, members, employees, representatives, legal representatives,
successors or assigns shall at any time or to any extent whatsoever be liable,
responsible or in any way accountable for any loss, liability, injury, death or
damage to persons or property which at any time may be suffered or sustained by
Tenant or by any person(s) whomsoever who may at any time be using, occupying or
visiting the Premises, the Building or the Park, including, but not limited to,
any acts, errors or omissions by or on behalf of any other tenants or occupants
of the Building and/or the Park. Tenant shall not, in any event or circumstance,
be permitted to offset or otherwise credit against any payments of Rent required
herein for matters for which Landlord may be liable hereunder. Landlord and its
authorized representatives shall not be liable for any interference with light
or air, or for any latent defect in the Premises or the Building.


15.  Assignment and Subleasing

     15.1  Prohibition: Tenant shall not assign, mortgage, hypothecate,
encumber, grant any license or concession, pledge or otherwise transfer this
Lease (collectively, "assignment"), in whole or in part, whether voluntarily or
involuntarily or by operation of law, nor sublet or permit occupancy by any
person other than Tenant of all or any portion of the Premises without first
obtaining the prior written consent of Landlord, which consent shall not be
unreasonably withheld. Tenant hereby agrees that Landlord may withhold its
consent to any proposed sublease or assignment if the proposed sublessee or
assignee or its business is subject to compliance with additional requirements
of the ADA (defined below) and/or Environmental Laws (defined below) beyond
those requirements which are applicable to Tenant, unless the proposed sublessee
or assignee shall (a) first deliver plans and specifications for complying with
such additional requirements and obtain Landlord's written consent thereto, and
(b) comply with all Landlord's conditions for or contained in 5LJCI1 consent,
including without limitation, requirements for security to assure the lien-free
completion of such improvements. If Tenant seeks to sublet or assign all or any
portion of the Premises, Tenant shall deliver to Landlord at least thirty (30)
days prior to the proposed commencement of the sublease or assignment (the
"Proposed Effective Date") the following: (I) the name of the proposed assignee
or sublessee; (Ii) such information as to such assignee's or sublessee's
financial responsibility and standing as Landlord may reasonably require; and
(ill) the aforementioned plans and specifications, if any. Within ten (10) days
after Landlord's receipt of a written request from Tenant that Tenant seeks to
sublet or assign all or any portion of the Premises, Landlord shall deliver to
Tenant a copy of Landlord's standard form of sublease or assignment agreement
(as applicable), which Instrument Shall be utilized for each proposed sublease
or assignment (as applicable), and such instrument shall include a provision
whereby the assignee or sublessee assumes all of Tenant's obligations hereunder
and agrees to be bound by the terms hereof. As Additional Rent hereunder, Tenant
shall pay to Landlord a fee in the amount of five hundred dollars ($500) plus
Tenant shall reimburse Landlord for actual reasonable legal and other expenses
incurred by Landlord in connection with any actual or proposed assignment or
subletting. In the event the sublease or assignment (1) by itself or taken
together with prior sublease(s) or partial assignment(s) covers or totals, as
the case may be, more than twenty-five percent (25%) of the rentable square feet
of the Premises or (2) is for a term which by itself or taken together with
prior or Other subleases or partial assignments is greater than fifty percent
(50%) of the period remaining in the Term of this Lease as of the time of the
Proposed Effective Date, then, unless the sublease or assignment is to a
"Related Entity", as defined in Section 15.4 below, Landlord shall Have the
right, to be exercised by giving written notice to Tenant (the "Landlord's
Recapture Notice"), to recapture the space described in the sublease or
assignment. If within fifteen (15) days of Landlord's delivery to Tenant of the
Landlord's Recapture Notice, Tenant does not deliver to Landlord written notice
(the "Tenant's Recapture Rescission Notice") that Tenant has elected (I) not to
consummate such proposed assignment or sublease, and (II) to rescind the request
to enter into such proposed assignment or sublease, such Landlord's Recapture


                                       10
<PAGE>

Notice shall serve to terminate this Lease with respect to the proposed sublease
or assignment space, or, if the proposed sublease or assignment space covers all
the Premises, it shall serve to terminate the entire balance of the term of this
Lease, in either case, as of the Proposed Effective Date. However, no
termination of this Lease with respect to part or all of the Premises shall
become effective without the prior written consent, where necessary, of the
holder of each deed of trust encumbering the Premises or any part thereof. If
this Lease is terminated pursuant to the foregoing with respect to less than the
entire Premises, the Rent shall be adjusted on the basis of the proportion of
square feet retained by Tenant to the square feet originally demised and this
Lease as so amended shall continue thereafter in full force and effect. Each
permitted assignee or sublessee shall assume and be deemed to assume this Lease
and shall be and remain liable jointly and severally with Tenant for payment of
Rent and for the due performance of, and compliance with all the terms,
covenants, conditions and agreements herein contained on Tenant's part to be
performed or complied with, for the term of this Lease. No assignment or
subletting shall affect the continuing primary liability of Tenant (which,
following assignment, shall be joint and several with the assignee), and Tenant
shall not be released from performing any of the terms, covenants and conditions
of this Lease. Tenant hereby acknowledges and agrees that it understands that
Landlord's accounting department may process and accept Rent payments without
verifying that such~ payments are being made by Tenant, a permitted sublessee or
a permitted assignee in accordance with the provisions of this Lease. Although
such payments may be processed and accepted by such accounting department
personnel, any and all actions or omissions by the personnel of Landlord's
accounting department shall not be considered as acceptance by Landlord of any
proposed assignee or sublessee nor shall such actions or omissions be deemed to
be a substitute for the requirement that Tenant obtain Landlord's prior written
consent to any such subletting or assignment, and any such actions or omissions
by the personnel of Landlord's accounting department shall not be considered as
a voluntary relinquishment by Landlord of any of its rights hereunder nor shall
any voluntary relinquishment of such rights be inferred therefrom. For purposes
hereof, in the event Tenant is a corporation, partnership, joint venture, trust
or other entity other than a natural person, any change in the direct or
indirect ownership of Tenant (whether pursuant to one or more transfers) which
results in a change of more than fifty percent (50%) in the direct or indirect
ownership of Tenant shall be deemed to be an assignment within the meaning of
this Section 15 and shall be subject to all the provisions hereof. Subject to
the provisions of Section 15.4 below, any and all options, first rights of
refusal, tenant improvement allowances and other similar rights granted to
Tenant in this Lease, if any, shall not be assignable by Tenant unless expressly
authorized in writing by Landlord.

     15.2  Excess Sublease Rental or Assignment Consideration: Except for any
assignment or sublease to a Related Entity pursuant to the provisions of Section
15.4 below, in the event of any sublease or assignment of all or any portion of
the Premises where the rent or other consideration provided for in the sublease
or assignment either initially or over the term of the sublease or assignment
exceeds the Rent or pro rata portion of the Rent, as the case may be, for such
space reserved in the Lease, Tenant Shall pay the Landlord monthly, as
Additional Rent, at the same time as the monthly installments of Rent are
payable hereunder, fifty percent (50%) of the excess of each such payment of
rent or other consideration in excess of the Rent called for hereunder.

     15.3  Waiver: Notwithstanding any assignment or sublease, or any
indulgences, waivers or extensions of time granted by Landlord to any assignee
or sublessee, or failure by Landlord to take action against any assignee or
sublessee, Tenant waives notice of any default of any assignee or sublessee and
agrees that Landlord may, at its option, proceed against Tenant without having
taken action against or joined such assignee or sublessee, except that Tenant
shall have the benefit of any indulgences, waivers and extensions of time
granted to any such assignee or sublessee.

     15.4  Related Entities: Notwithstanding anything to the contrary contained
in this Section 15, so long as Tenant delivers to Landlord (1) at least fifteen
(15) business days' prior written notice of its intention to assign or sublease
the Premises to any Related Entity, which notice shall set forth the name of the
Related Entity, (2) a copy of the proposed agreement pursuant to which such
assignment or sublease Shall be effectuated (to the extent not confidential or
privileged), and (3) Such Other information concerning the Related Entity as
Landlord may reasonably require, including without limitation, information
regarding any change in the proposed use of any portion of the Premises and any
financial information with respect to such Related Entity, and so long as (I)
any change in the proposed use of the subject portion of the Premises is in
conformance with the uses permitted to be made under this Lease and do not
involve the use or storage of any hazardous Materials (other than nominal
amounts of ordinary household cleaners, office supplies and janitorial supplies
which are not regulated by any Environmental Laws), and (ii) at the time of the
proposed assignment or sublease, the net profits and financial condition of the
Related Entity is reasonably adequate and sufficient in relation to the then
remaining obligations of Tenant under this Lease, then Tenant may assign this
Lease or sublease any portion of the Premises (X) to any Related Entity, or (Y)
in connection with any merger, consolidation or sale of substantially all of the
assets of Tenant, without Flaying to obtain the prior written consent of
Landlord thereto, and without Landlord having any right to recapture the
subleased or assigned Premises under Section 15.1 above. For purposes of this
Lease, the term "Related Entity" shall mean and refer to any corporation or
entity which controls, is controlled by or is under common control with Tenant,
including without limitation any entity that acquires all of the stock of
Tenant, as all of such terms are customarily used in the industry. Any
assignment to a Related Entity shall in no way relieve Tenant of any liability
Tenant may have under this Lease and such assignee or sublessee shall be Jointly
and severally liable with Tenant hereunder. In addition, Tenant shall, reaffirm
in writing at the time of the assignment or subletting and at any time
thereafter as requested by Landlord, Tenant's primary liability under this Lease
and any Related Entity shall assume in writing the obligations of Tenant under
the Lease. If a Related Entity or other assignee of Tenant or any successor of
Tenant defaults in the performance of any of, the terms of this Lease, Landlord
may proceed directly against Tenant without the necessity of exhausting remedies
against such Related Entity, assignee or successor. Landlord may consent to
subsequent assignments or sublettings of this Lease or amendments or
modifications to



23.  Landlord's Default

Landlord shall not be deemed in breach or default of this Lease unless Landlord
fails within a reasonable time to perform an obligation required to be performed
by Landlord hereunder. For purposes of this provision, a reasonable time shall
not be less than thirty (30) days after receipt by Landlord of written notice
specifying the nature of the obligation Landlord has not performed; provided,
however, that if the nature of Landlord's obligation is such that more than
thirty (30) days, after receipt of written notice, is reasonably necessary for
its performance, then Landlord shall not be in breach or default of this Lease
if performance of such obligation is commenced within such thirty (30) day
period and thereafter diligently pursued to completion.


24.  Parking

Tenant shall have a license to use the number of non-designated and non-
exclusive parking spaces specified in the Basic Lease Information. Landlord
shall exercise reasonable efforts to insure that such spaces are available to
Tenant for its use, but Landlord shall not be required to enforce Tenant's right
to use the same.


25.  Sale of Premises

In the event of any sale of the Premises by Landlord or the cessation otherwise
of Landlord's interest therein, Landlord shall be, and is hereby entirely
released from, any and all of its obligations to perform under this Lease and
from all liability hereunder to the extent such obligations or liabilities
accrue from or after the date of such sale; and the purchaser, at such sale or
any subsequent sale of the Premises shall be deemed, without any further
agreement between the parties or their successors in interest or between the
parties and any such purchaser, to have assumed and agreed to carry out any and
all of the covenants and obligations of the Landlord under this Lease. For
purposes of this Section 25, the term "Landlord" means only the owner and/or
agent of the owner as such parties exist as of the date on which Tenant executes
this Lease. A ground lease or similar long term lease by Landlord of the entire
Building, of which the Premises are a part, shall be deemed a sale within the
meaning of this Section 25. Tenant agrees to attorn to such new owner provided
such new owner does not disturb Tenant's use, occupancy or quiet enjoyment of
the Premises so long as Tenant is not in default of any of the provisions of
this Lease.


26.  Waiver

No delay or omission in the exercise of any right or remedy of Landlord on any
default by Tenant shall impair such a right or remedy or be construed as a
waiver. The subsequent acceptance of Rent by Landlord after default by Tenant of
any covenant or term of this Lease shall not be deemed a waiver of such default,
other than a waiver of timely payment for the particular Rent payment involved,
and shall not prevent Landlord from maintaining an unlawful detainer or other
action based on such breach. No payment by Tenant or receipt by Landlord of a
lesser amount than the monthly Rent and other sums due hereunder shall be deemed
to be other than on account of the earliest Rent or other sums due, nor shall
any endorsement or statement on any check or accompanying any check or payment
be deemed an accord and satisfaction; and Landlord may accept such check or
payment without prejudice to Landlord's right to recover the balance of' such
Rent or other sum or pursue any other remedy provided in this Lease. No failure,
partial exercise or delay on the part of the Landlord in exercising any right,
power or privilege hereunder shall operate as a waiver thereof.


27.  Casualty Damage

     27.1  Casualty. If the Premises or any part thereof [excluding any of
Tenant's Property and any Alterations installed by or for the benefit of Tenant
(collectively, the "Tenant's FF&E")] shall be damaged or destroyed by fire or
other casualty, Tenant shall give immediate written notice thereof to Landlord.
Within sixty (60) days after receipt by Landlord of such notice, Landlord shall
notify Tenant, in writing, whether the necessary repairs can reasonably be made,
as reasonably determined by Landlord: (a) within ninety (90) days; (b) in more
than ninety (90) days but in less than one hundred eighty (180) days; or (c) in
more than one hundred eighty (180) days, from the date of such notice.

          27.1.1  Minor Insured Damage. If the Premises (other than the Tenant's
FF&E) are damaged only to such extent that repairs, rebuilding and/or
restoration can be reasonably completed within ninety (90) days, this Lease
shall not terminate and, provided that insurance proceeds are available and paid
to Landlord to fully repair the damage and/or Tenant otherwise voluntarily
contributes any shortfall thereof to Landlord, Landlord shall repair the
Premises to substantially the same condition that existed prior to the
occurrence of such casualty, except Landlord shall not be required to rebuild,
repair, or replace any of Tenant's FF&E. The Rent payable hereunder shall be
abated proportionately from the date and to the extent Tenant vacates the
affected portions of the Premises until any and all repairs required herein to
be made by Landlord are substantially completed but such abatement shall only be
to the extent of the portion of the Premises which is actually rendered unusable
and unfit for occupancy and only during the time Tenant is not actually using
same.

          27.1.2  Insured Damage Requiring More Than 90 Days To Repair. If the
Premises (other than the Tenant's FF&E) are damaged only to such extent that
repairs, rebuilding and/or restoration can be reasonably completed, as
reasonably determined by Landlord, in more than ninety (90) days but in less
than one hundred eighty (180) days, then Landlord shall have the option of: (a)
terminating the Lease effective upon making the determination of the extent of
such damage, in which event the Rent shall be abated from the date of the


                                       15
<PAGE>

occurrence of such damage, provided Tenant diligently proceeds to and
expeditiously vacates the Premises (but, in all events Tenant must vacate and
surrender the Premises to Landlord by no later than ten (10) business days
thereafter or there shall not be any abatement of Rent until Tenant so vacates
the Premises); or (b) electing to repair the Premises to substantially the same
condition that existed prior to the occurrence of such casualty, provided
insurance proceeds are available and paid to Landlord and Tenant otherwise
voluntarily contributes any shortfall thereof to Landlord to fully repair the
damage (except that Landlord shall not be required to rebuild, repair, or
replace any of Tenant's FF&E). The Rent payable hereunder shall be abated
proportionately from the date and to the extent Tenant actually vacates the
affected portions of the Premises until any and all repairs required herein to
be made by Landlord are substantially completed but such abatement shall only be
to the extent of the portion of the Premises which is actually rendered unusable
and unfit for occupancy and only during the time Tenant is not actually using
same. If Landlord fails to substantially complete such repairs within one
hundred eighty (180) days after the date on which Landlord is notified by Tenant
of the occurrence of such casualty [such 180-day period to be extended for
delays caused by Tenant or any of Tenant's Representatives ("Tenant Delays") or
any force majeure events (except that any such extension for force majeure
events shall not extend such period beyond 270 days), which events shall
include, but not be limited to, acts or events beyond Landlord's and/or its
contractors' control, acts of God, earthquakes, strikes, lockouts, riots,
boycotts, casualties not caused by Landlord or Tenant, discontinuance of any
utility or other service required for performance of the work, moratoriums,
governmental delays in issuing permits, governmental agencies and weather, and
the lack of availability or shortage of materials ("Force Majeure Delays")],
Tenant may within ten (10) business days after expiration of such one hundred
eighty (180) day period (as same may be extended), terminate this Lease by
delivering written notice to Landlord as Tenant's exclusive remedy, whereupon
all rights of Tenant hereunder shall cease and terminate ten (10) business days
after Landlord's receipt of such notice and Tenant shall immediately vacate the
Premises and surrender possession thereof to Landlord.

          27.1.3  Major Insured Damage. If the Premises (other than the Tenant's
FF&E) are damaged to such extent that repairs, rebuilding and/or restoration
cannot be reasonably completed, as reasonably determined by Landlord, within one
hundred eighty (180) days, then either Landlord or Tenant may terminate this
Lease by giving written notice within twenty (20) days after notice from
Landlord regarding the time period of repair. If either party notifies the other
of its intention to so terminate the Lease, then this Lease shall terminate and
the Rent shall be abated from the date of the occurrence of such damage,
provided Tenant diligently proceeds to and expeditiously vacates the Premises
(but, in all events Tenant must vacate and surrender the Premises to Landlord by
no later than ten (10) business days thereafter or there shall not be any
abatement of Rent until Tenant so vacates the Premises). If neither party elects
to terminate this Lease, Landlord shall promptly commences and diligently
prosecute to completion the repairs to the Premises, provided insurance proceeds
are available and paid to Landlord to fully repair the damage or Tenant
voluntarily contributes any shortfall thereof to Landlord (except that Landlord
shall not be required to rebuild, repair, or replace any of Tenant's FF&E).
During the time when Landlord is prosecuting such repairs to substantial
completion, the Rent payable hereunder shall be abated proportionately from the
date and to the extent Tenant actually vacates the affected portions of the
Premises until any and all repairs required herein to be made by Landlord are
substantially completed but such abatement shall only be to the extent of the
portion of the Premises which is actually rendered unusable and unfit for
occupancy and only during the time Tenant is not actually using same.

          27.1.4  Damage Near End of Term. Notwithstanding anything to the
contrary contained in this Lease except for the provisions of Section 27.3
below, If the Premises are substantially damaged or destroyed during the last
year of the applicable term of this Lease, either Landlord or Tenant may, at
their option, cancel and terminate this Lease by giving written notice to the
other party of its election to do so within thirty (30) days after receipt by
Landlord of notice from Tenant of the occurrence of such casualty. If either
party so elects to terminate this Lease, all rights of Tenant hereunder shall
cease and terminate ten (10) days after Tenant's receipt or delivery of such
notice, as applicable, and Tenant shall immediately vacate the Premises and
surrender possession thereof to Landlord.

     27.2  Deductible and Uninsured Casualty. Tenant shall be responsible for
and shall pay to Landlord, as Additional Rent (subject to the limitations of
Section 6), the deductible amounts under the insurance policies obtained by
Landlord and Tenant under this Lease if the proceeds of which are used to repair
the Premises as contemplated in this Section 27. Notwithstanding the foregoing,
if other portions of the Building are also damaged by said casualty and
insurance proceeds are payable therefore, then Tenant shall only pay its
proportionate share of the deductible as reasonably determined by Landlord. If
any portion of the Premises is damaged and is not fully covered by the aggregate
of insurance proceeds received by Landlord and any applicable deductible, and
Tenant does not voluntarily contribute any shortfall thereof to Landlord, or if
the holder of any indebtedness secured by the Premises requires that the
insurance proceeds be applied to such indebtedness, then Landlord or Tenant
shall have the right to terminate this Lease by delivering written notice of
termination to the other party within thirty (30) days after the date of notice
to Tenant of any such event, whereupon all rights and obligations of Tenant
shall cease and terminate hereunder, except for those obligations expressly
provided for in this Lease to survive such termination of the Lease.

     27.3  Tenant's Fault and Lender's Rights. Notwithstanding anything to the
contrary contained herein, if the Premises (other than Tenant's FF&E) or any
other portion of the Building be damaged by fire or other casualty resulting
from the intentional or grossly negligent acts or omissions of Tenant or any of
Tenant's Representatives, (I) the Rent shall not be diminished during the repair
of such damage, (ii) Tenant shall not have any right to terminate this Lease due
to the occurrence of such casualty or damage, and (iii) Tenant shall be liable
to Landlord for the cost and expense of the repair and restoration of all or any
portion of the Building caused thereby (including, without limitation, any
deductible) to the extent such cost and expense is not covered by insurance
proceeds. Notwithstanding anything to the contrary contained herein, if the
holder of any indebtedness secured by the Premises or any other portion of the
Project requires pursuant to applicable law that the insurance proceeds be
applied to such indebtedness, then Landlord shall have the right to terminate
this Lease by delivering written notice of termination to Tenant within thirty
(30) days after the date of notice to


                                       16
<PAGE>

Tenant of any such event, whereupon all rights and obligations of Tenant shall
cease and terminate hereunder, except for those obligations expressly provided
for in this Lease to survive such termination of the Lease.

     27.4  Tenant's Waiver. Landlord shall not be liable for any inconvenience
or annoyance to Tenant, injury to the business of Tenant, loss of use of any
part of the Premises by Tenant or loss of Tenant's Property, resulting in any
way from such damage, destruction or the repair thereof, except that, Landlord
shall allow Tenant a fair diminution of Rent during the time and to the extent
the Premises are actually unusable and unfit for occupancy and Tenant is not
using or otherwise occupying same as specifically provided above in this Section
27. With respect to any damage or destruction which Landlord is obligated to
repair or may elect to repair, Tenant hereby waives all rights to terminate this
Lease or offset any amounts against Rent pursuant to rights accorded Tenant by
any law currently existing or hereafter enacted, Including but not limited to,
all rights pursuant to the provisions of Sections 1932(2.), 1933(4.), 1941 and
1942 of the California Civil Code, as the same may be amended or supplemented
from time to time.


28.  Condemnation

If twenty-five percent (25%) or more of the Premises is condemned by eminent
domain, inversely condemned or sold in lieu of condemnation for any public or
quasi-public use or purpose ("Condemned"), then Tenant or Landlord may terminate
this Lease as of the date when physical possession of the Premises is taken and
title vests in such condemning authority, and Rent shall be adjusted to the date
of termination. Tenant shall not because of such condemnation assert any claim
against Landlord or the condemning authority for any compensation because of
such condemnation, and Landlord shall be entitled to receive the entire amount
of any award without deduction for any estate of interest or other interest of
Tenant. If neither party elects to terminate this Lease, Landlord shall, if
necessary, promptly proceed to restore the Premises or the Building to
substantially its same condition prior to such partial condemnation, allowing
for the reasonable effects of such partial condemnation, and a proportionate
allowance shall be made to Tenant, as solely determined by Landlord, for the
Rent corresponding to the time during which, and to the part of the Premises of
which, Tenant is deprived on account of such partial condemnation and
restoration. Landlord shall not be required to spend funds for restoration in
excess of the amount received by Landlord as compensation awarded.


29.  Environmental Matters/Hazardous Materials

     29.1  Hazardous Materials Disclosure Certificate: Prior to executing this
Lease, Tenant has completed, executed and delivered to Landlord Tenant's initial
hazardous Materials Disclosure Certificate (the `Initial HazMat Certificate"), a
copy of which is attached hereto as Exhibit G and incorporated herein by this
reference. Tenant covenants, represents and warrants to Landlord that the
information on the initial HazMat Certificate is true and correct and accurately
describes the use(s) of hazardous Materials which will be made and/or used on
the Premises by Tenant. Tenant shall commencing with the date which is one year
from the Commencement Date and continuing every year thereafter, complete,
execute, and deliver to Landlord, a hazardous Materials Disclosure Certificate
("the "HazMat Certificate") describing Tenant's present use of hazardous
Materials on the Premises, and any other reasonably necessary documents as
requested by Landlord. The HazMat Certificate required hereunder shall be in
substantially the form as that which is attached hereto as Exhibit E.
                                                           ---------

     29.2  Definition of hazardous Materials: As used in this Lease, the term
hazardous Materials shall mean and include (a) any hazardous or toxic wastes,
materials or substances, and other pollutants or contaminants, which are or
become regulated by any Environmental Laws; (b) petroleum, petroleum by
products, gasoline, diesel fuel, crude oil or any fraction thereof; (c) asbestos
and asbestos containing material, in any form, whether friable or non-friable;
(d) polychlorinated biphenyls; (e) radioactive materials; (f) lead and lead-
containing materials; (g) any other material, waste or substance displaying
toxic, reactive, ignitable or corrosive characteristics, as all such terms are
used in their broadest sense, and are defined or become defined by any
Environmental Law (defined below); or (11) any materials which cause or
threatens to cause a nuisance upon or waste to any portion of the Premises, the
Building, the Lot, the Park or any surrounding property; or poses or threatens
to pose a hazard to the health and safety of persons on the Premises or any
surrounding property.

     29.3  Prohibition; Environmental Laws: Tenant shall not be entitled to use
nor store any hazardous Materials on, in, or about the Premises, the Building,
the Lot and the Park, or any portion of the foregoing, without, in each
instance, obtaining Landlord's prior written consent thereto. If Landlord
consents to any such usage or Storage, then Tenant shall be permitted to use
and/or store only those Hazardous Materials that are necessary for Tenant's
business and to the extent disclosed in the HazMat Certificate and as expressly
approved by Landlord in writing, provided that such usage and storage is only to
the extent of the quantities of hazardous Materials as specified in the then
applicable HazMat Certificate as expressly approved by Landlord and provided
further that such usage and storage is in full compliance with any and all
local, state and federal environmental, health and/or safety-related laws,
statutes, orders, standards, courts' decisions, ordinances, rules and
regulations (as interpreted by judicial and administrative decisions), decrees,
directives, guidelines, permits or permit conditions, currently existing and as
amended, enacted, Issued or adopted in the future which are or become applicable
to Tenant or all or any portion of the Premises (collectively, the
"Environmental Laws"). Tenant agrees that any changes to the type and/or
quantities of Hazardous Materials specified in the most recent HazMat
Certificate may be implemented only with the prior written consent of Landlord,
Which consent may be given or withheld in Landlord's sole discretion. Tenant
shall not be entitled nor permitted to install any tanks under, on or about the
Premises for the storage of Hazardous Materials Without the express written
consent of Landlord, which may be given or withheld in Landlord's sole
discretion. Landlord Shall have


                                       17
<PAGE>

the right at all times during the Term of this Lease to (I) inspect the
Premises, (Ii) conduct tests and investigations to determine whether Tenant is
in compliance with the provisions of this Section 29, and (iii) request lists of
all Hazardous Materials used, stored or otherwise located on, under or about any
portion of the Premises and/or the Common Areas. The cost of all such
inspections, tests and investigations shall be borne solely by Tenant, if
Landlord reasonably determines that Tenant or any of Tenant's Representatives
are directly or indirectly responsible in any manner for any contamination
revealed by such inspections, tests and investigations. The aforementioned
rights granted herein to Landlord and its representatives shall not create (a) a
duty on Landlord's part to inspect, test, investigate, monitor or otherwise
observe the Premises or the activities of Tenant and Tenant's Representatives
with respect to Hazardous Materials, including without limitation, Tenant's
operation, use and any remediation related thereto, or (b) liability on the part
of Landlord and its representatives for Tenant's use, storage, disposal or
remediation of Hazardous Materials, It being understood that Tenant shall be
solely responsible for all liability in connection therewith.

     29.4  Tenant's Environmental Obligations: Tenant shall give to Landlord
immediate verbal and follow-up written notice of any spills, releases,
discharges, disposals, emissions, migrations, removals or transportation of
Hazardous Materials on, under or about any portion of the Premises or in any
Common Areas. Tenant, at its sole cost and expense, covenants and warrants to
promptly investigate, clean up, remove, restore and otherwise remediate
(including, without limitation, preparation of any feasibility studies or
reports and the performance of any and all closures) any spill, release,
discharge, disposal, emission, migration or transportation of Hazardous
Materials arising from or related to the intentional or negligent acts or
omissions of Tenant or Tenant's Representatives such that the affected portions
of the Park and any adjacent property are returned to the condition existing
prior to the appearance of such Hazardous Materials. Any such investigation,
clean up, removal, restoration and other remediation shall only be performed
after Tenant has obtained Landlord's prior written consent, which consent shall
not be unreasonably withheld so long as such actions would not potentially have
a material adverse long-term or short-term effect on any portion of the
Premises, the Building, the Lot or the Park. Notwithstanding the foregoing,
Tenant shall be entitled to respond immediately to an emergency without first
obtaining Landlord's prior written consent. Tenant, at its sole cost and
expense, shall conduct and perform, or cause to be conducted and performed, all
closures as required by any Environmental Laws or any agencies or other
governmental authorities having jurisdiction thereof. If Tenant fails to so
promptly investigate, clean up, remove, restore, provide closure or Otherwise so
remediate, Landlord may, but without obligation to do so, take any and all steps
necessary to rectify the same and Tenant shall promptly reimburse Landlord, upon
demand, for all costs and expenses to Landlord of performing investigation,
clean up, removal, restoration, closure and remediation work. All such work
undertaken by Tenant, as required herein, shall be performed in such a manner so
as to enable Landlord to make full economic use of the Premises, the Building,
the Lot and the Park after the satisfactory completion of Such work.

     29.5  Environmental Indemnity: In addition to Tenant's obligations as set
forth hereinabove, Tenant and Tenant's officers and directors agree to, and
shall, protect, indemnify, defend (with Counsel acceptable to Landlord) and hold
Landlord and the other indemnitees harmless from and against any and all claims,
judgments, damages, penalties, fines, liabilities, losses (including, without
limitation, diminution in value of any portion of the Premises, the Building,
the Lot or the Park, damages for the loss of or restriction on the use of
rentable or usable space, and from any adverse impact of Landlord's marketing of
any space within the Building and/or Park), suits, administrative proceedings
and costs (including, but not limited to, attorneys' and consultant fees and
court costs) arising at any time during or after the Term of this Lease in
connection with or related to, directly or indirectly, the use, presence,
transportation, storage, disposal, migration, removal, spill, release or
discharge of hazardous Materials on, in or about any portion of the Premises,
the Common Areas, the Building, the Lot or the Park as a result (directly or
indirectly) of the intentional or negligent acts or omissions of Tenant or any
of Tenant's Representatives. Neither the written consent of Landlord to the
presence, use or storage of hazardous Materials in, on, under or about any
portion of the Premises, the Building, the Lot and/or the Park, nor the strict
compliance by Tenant with all Environmental Laws shall excuse Tenant and
Tenant's officers and directors from its obligations of indemnification pursuant
hereto. Tenant shall not be relieved of its indemnification obligations under
the provisions of this Section 29.5 due to Landlord's status as either an
"owner" or "operator" under any Environmental Laws.

     29.6  Survival: Tenant's obligations and liabilities pursuant to the
provisions of this Section 29 shall survive the expiration or earlier
termination of this Lease. If it is determined by Landlord that the condition of
all or any portion of the Premises, the Building, the Lot and/or the Park is not
in compliance with the provisions of this Lease with respect to Hazardous
Materials, including without limitation all Environmental Laws at the expiration
or earlier termination of this Lease, then in Landlord's sole discretion,
Landlord may require Tenant to hold over possession of the Premises until Tenant
can surrender the Premises to Landlord in the condition in which the Premises
existed as of the Commencement Date and prior to the appearance of such
Hazardous Materials except for reasonable wear and tear, including without
limitation, the conduct or performance of any closures as required by any
Environmental Laws. The burden of proof hereunder shall be upon Tenant. For
purposes hereof, the term "reasonable wear and tear" shall not include any
deterioration in the condition or diminution of the value of any portion of the
Premises, the Building, the Lot and/or the Park in any manner whatsoever related
to directly, or indirectly, Hazardous Materials. Any such holdover by Tenant
will be with Landlord's consent, will not be terminable by Tenant in any event
or circumstance and will otherwise be subject to the provisions of Section 22 of
this Lease.

     29.7  Exculpation of Tenant: Tenant shall not be liable to Landlord for or
otherwise obligated to Landlord under any provision of the Lease with respect to
the following: (I) any claim, remediation, obligation, Investigation,
obligation, liability, cause of action, attorney's fees, consultants' cost,
expense or damage resulting from any Hazardous Materials present in, on or about
the Premises or the Building to the extent not caused nor otherwise permitted,
directly or indirectly, by Tenant or Tenant's Representatives; or (Ii) the
removal,


                                       18

<PAGE>

investigation, monitoring or remediation of any Hazardous Material present in,
on or about the Premises or the Building directly caused by any source,
including third parties, other than Tenant or Tenant's Representatives;
provided, however, Tenant shall be fully liable for and otherwise obligated to
Landlord under the provisions of this Lease for all liabilities, costs, damages,
penalties, claims, judgments, expenses (Including without limitation, attorneys'
and experts' fees and costs) and losses to the extent (a) Tenant or any of
Tenant's Representatives contributes to the presence of such hazardous
Materials, or Tenant and/or any of Tenant's Representatives exacerbates the
conditions caused by such Hazardous Materials, or (b) Tenant and/or Tenant's
Representatives allows or permits persons over which Tenant or any of Tenant's
Representatives has control, and/or for which Tenant or any of Tenant's
Representatives are legally responsible for, to cause such Hazardous Materials
to be present in, on, under, through or about any portion of the Premises, the
Common Areas, the Building or the Park, or (c) Tenant and/or any of Tenant's
Representatives does not take all reasonably appropriate actions to prevent such
persons over which Tenant or any of Tenant's Representatives has control and/or
for which Tenant or any of Tenant's Representatives are legally responsible from
causing the presence of Hazardous Materials in, on, under, through or about any
portion of the Premises, the Common Areas, the Building or the Park.


30.  Financial Statements

Tenant, for the reliance of Landlord, any lender holding or anticipated to
acquire a lien upon the Premises, the Building or the Park or any portion
thereof, or any prospective purchaser of the Building or the Park or any portion
thereof, within ten (10) days after Landlord's request therefor, but not more
often than once annually so long as Tenant is not in default of this Lease,
shall deliver to Landlord the then current audited financial statements of
Tenant (including interim periods following the end of the last fiscal year for
which annual statements are available) which statements shall be prepared or
complied by a certified public accountant and shall present fairly the financial
condition of Tenant at such dates and the result of its operations and changes
in its financial positions for the periods ended on such dates. If an audited
financial statement has not been prepared, Tenant shall provide Landlord with an
unaudited financial statement and/or such other information, the type and form
of which are acceptable to Landlord in Landlord's reasonable discretion, which
reflects the financial condition of Tenant. If Landlord so requests, Tenant
shall deliver to Landlord an opinion of a certified public accountant, including
a balance sheet and profit and loss statement for the most recent prior year,
all prepared in accordance with generally accepted accounting principles
consistently applied. Any and all options granted to Tenant hereunder shall be
subject to and conditioned upon Landlord's reasonable approval of Tenant's
financial condition at the time of Tenant's exercise of any such option.



31.  General Provisions

     31.1  Time. Time is of the essence in this Lease and with respect to each
and all of its provisions in which performance is a factor.

     31.2  Successors and Assigns. The covenants and conditions herein
contained, subject to the provisions as to assignment, apply to and bind the
heirs, successors, executors, administrators and assigns of the parties hereto.

     31.3  Recordation. Tenant Shall not record this Lease or a short form
memorandum hereof without the prior written consent of the Landlord.

     31.4  Landlord's Personal Liability. The liability of Landlord (which, for
purposes of this Lease, shall include Landlord and the owner of the Building if
other than Landlord) to Tenant for any default by Landlord under the terms of
this Lease shall be limited to the actual interest of Landlord and its present
or future partners or members in the Premises or the Building, and Tenant agrees
to look solely to the Premises for satisfaction of any liability and shall not
look to other assets of Landlord nor seek any recourse against the assets of the
individual partners, members, directors, officers, shareholders, agents or
employees of Landlord (including without limitation, any property management
company of Landlord); it being intended that Landlord and the individual
partners, members, directors, officers, shareholders, agents and employees of
Landlord (including without limitation, any property management company of
Landlord) shall not be personally liable in any manner whatsoever for any
judgment or deficiency. The liability of Landlord under this Lease is limited to
its actual period of ownership of title to the Building, and Landlord shall be
automatically released from further performance under this Lease upon transfer
of Landlord's interest in the Premises or the Building.

     31.5  Separability. Any provisions of this Lease which shall prove to be
invalid, void or illegal shall in no way affect, impair or invalidate any other
provisions hereof and such Other provision Shall remain in full force and
effect.

     31.6  Choice of Law. This Lease shall be governed by, and construed in
accordance with, the laws of the State of California.

     31.7  Attorneys' Fees. In the event any dispute between the parties results
in litigation or other proceeding, the prevailing party shall be reimbursed by
the party not prevailing for all reasonable costs and expenses, including,
without limitation, reasonable attorneys' and experts' fees and costs incurred
by the prevailing party in connection with such litigation or other proceeding,
and any appeal thereof. Such costs, expenses and fees shall be included in and
made a part of the judgment recovered by the prevailing party, if ally.



                                       19
<PAGE>

     31.8  Entire Agreement. This Lease supersedes any prior agreements,
representations, negotiations or correspondence between the parties, and
contains the entire agreement of the parties on matters covered. No other
agreement, statement or promise made by any party, that is not in writing and
signed by all parties to this Lease, shall be binding.

     31.9  Warranty of Authority. On the date that Tenant executes this Lease,
Tenant shall deliver to Landlord an original certificate of status for Tenant
issued by the California Secretary of State or statement of partnership for
Tenant recorded in the county in Which the Premises are located, as applicable,
and such other documents as Landlord may reasonably request with regard to the
lawful existence of Tenant. Each person executing this Lease on behalf of a
party represents and warrants that (1) such person is duly and validly
authorized to do so on behalf of the entity it purports to so bind, and (2) if
such party is a partnership, corporation or trustee, that such partnership,
corporation or trustee has full right and authority to enter into this Lease and
perform all of its obligations hereunder. Tenant hereby warrants that this Lease
is valid and binding upon Tenant and enforceable against Tenant in accordance
with its terms.

     31.10  Notices. Any and all notices and demands required or permitted to be
given hereunder to Landlord shall be in writing and shall be sent: (a) by United
States mail, certified and postage prepaid; or (b) by personal delivery; or (c)
by overnight courier, addressed to Landlord at 30 Executive Park, Suite 100,
Irvine, CA 92614. Any and all notices and demands required or permitted to be
given hereunder to Tenant shall be in writing and shall be sent: (I) by United
States mail, certified and postage prepaid; or (II) by personal delivery to any
employee or agent of Tenant over the age of eighteen (18) years of age; or (Ill)
by overnight courier, all of which shall be addressed to Tenant at the Premises.
Notice and/or demand shall be deemed given upon the earlier of actual receipt or
the third day following deposit in the United States mall. Any notice or
requirement of service required by any statute or law now or hereafter in
effect, including, but not limited to, California Code of Civil Procedure
Sections 1161, 1161.1, and 1162 (including any amendments, supplements or
substitutions thereof), is hereby waived by Tenant.

     31.11  Joint and Several. If Tenant consists of more than one person or
entity, the obligations of all such persons or entitles shall be joint and
several.

     31.12  Covenants and Conditions. Each provision to be performed by Tenant
hereunder shall be deemed to be both a covenant and a condition.

     31.13  Waiver of Jury Trial. The parties hereto shall and they hereby do
waive trial by jury in any action, proceeding or counterclaim brought by either
of the parties hereto against the other on any matters whatsoever arising out of
or in any way related to this Lease, the relationship of Landlord and Tenant,
Tenant's use or occupancy of the Premises, the Building or the Park, and/or any
claim of injury, loss or damage.

     31.14  Counterclaims. In the event Landlord commences any proceedings for
nonpayment of Rent, Additional Rent, or any other sums or amounts due hereunder,
Tenant shall not interpose any counterclaim of whatever nature or description in
ally such proceedings, provided, however, nothing contained herein shall be
deemed or construed as a waiver of the Tenant's right to assert such claims in
any separate action brought by Tenant or the right to offset the amount of any
final judgment owed by Landlord to Tenant.

     31.15  Underlining. The use of underlining within the Lease is for
Landlord's reference purposes only and no other meaning or emphasis is intended
by this use, nor should any be inferred.

     31.16  Merger. The voluntary or other surrender of this Lease by Tenant,
the mutual termination or cancellation hereof by Landlord and Tenant, or a
termination of this Lease by Landlord for a material default by Tenant
hereunder, shall not work a merger, and, at the sole option of Landlord, (I)
shall terminate all or any existing subleases or subtenancies, or (Ii) may
operate as an assignment to Landlord of any or all of such subleases or
subtenancies. Landlord's election of either or both of the foregoing options
shall be exercised by delivery by Landlord of written notice thereof to Tenant
and all known subtenants under any sublease.


32.  Signs

All signs and graphics of every kind visible in or from public view or corridors
or the exterior of the Premises shall be subject to Landlord's prior written
reasonable approval and shall be subject to any applicable governmental laws,
ordinances, and regulations and in compliance with Landlord's sign criteria as
same may exist from time to time or as set forth in Exhibit II hereto and made a
                                                    --------
part hereof. Tenant shall remove all such signs and graphics prior to the
termination of this Lease. Such installations and removals shall be made in a
manner as to avoid damage or defacement of the Premises; and Tenant shall repair
any damage or defacement, including without limitation, discoloration caused by
such installation or removal. Landlord Shall have the right, at its option, to
deduct from the Security Deposit such sums as are reasonably necessary to remove
such signs, including, but not limited to, the costs and expenses associated
with any repairs necessitated by such removal. Notwithstanding the foregoing, in
no event shall any: (a) neon, flashing or moving sign(s) or (b) sign(s) which
shall interfere with the visibility of any sign, awning, canopy, advertising
matter, or decoration of any kind of any other business or occupant of the
Building or the Park be permitted hereunder. Tenant further agrees to maintain
any such sign, awning, canopy, advertising matter, lettering, decoration or
other thing as may be approved in good condition and repair at all times.



                                       20
<PAGE>

33.  Mortgagee Protection

Upon any default on the part of Landlord, Tenant will give written notice by
registered or certified mail to any beneficiary of a deed of trust or mortgagee
of a mortgage covering the Premises who has provided Tenant with notice of their
interest together with an address for receiving notice, and shall offer such
beneficiary or mortgagee a reasonable opportunity to cure the default (which, in
no event shall be less than ninety (90) clays), including time to obtain
possession of the Premises by power of sale or a judicial foreclosure, if such
should prove necessary to effect a cure. If such default cannot be cured within
such time period, then such additional time as may be necessary will be given to
such beneficiary or mortgagee to effect such cure so long as such beneficiary or
mortgagee has commenced the cure within the original time period and thereafter
diligently pursues such cure to completion, in Which event this Lease shall not
be terminated Willie such cure is being diligently pursued. Tenant agrees that
each lender to whom this Lease has been assigned by Landlord is an express third
party beneficiary hereof. Tenant shall not make any prepayment of Rent more than
one (1) month in advance Without the prior written consent of each such lender,
except if Tenant is required to make quarterly payments of Rent in advance
pursuant to the provisions of Section 8 above. Tenant waives the collection of
any deposit from such lender(s) or any purchaser at a foreclosure sale of such
lender(s)' deed of trust unless the lender(s) or such purchaser shall have
actually received and not refunded the deposit. Tenant agrees to make all
payments under this Lease to the lender With the most senior encumbrance upon
receiving a direction, in writing, to pay said amounts to such lender. Tenant
shall comply with such written direction to pay without determining whether an
event of default exists under such lender's loan to Landlord.


34.  Quitclaim

Upon any termination of this Lease, Tenant shall, at Landlord's request,
execute, have acknowledged and deliver to Landlord a quitclaim deed of Tenant's
interest in and to the Premises. If Tenant falls to so deliver to Landlord such
a quitclaim deed, Tenant hereby agrees that Landlord shall have the full
authority and right to record such a quitclaim deed signed only by Landlord and
such quitclaim deed shall be deemed conclusive and binding upon Tenant.


35.  Modifications for Lender

If, in connection with obtaining financing for the Premises or any portion
thereof, Landlord's lender shall request reasonable modification(s) to this
Lease as a condition to such financing, Tenant shall not unreasonably withhold,
delay or defer its consent thereto, provided such modifications do not
materially adversely affect Tenant's rights or remedies hereunder or the use,
occupancy or quiet enjoyment of Tenant hereunder.


36.  Warranties of Tenant

Tenant hereby warrants and represents to Landlord, for the express benefit of
Landlord, that Tenant has undertaken a complete and independent evaluation of
the risks inherent in the execution of this Lease and the operation of the
Premises for the use permitted hereby, and that, based upon said independent
evaluation, Tenant has elected to enter into this Lease and hereby assumes all
risks with respect thereto. Tenant hereby further warrants and represents to
Landlord, for the express benefit of Landlord, that in entering into this Lease,
Tenant has not relied upon any statement, fact, promise or representation
(whether express or implied, written or oral) not specifically set forth herein
in writing and that any statement, fact, promise or representation (whether
express or implied, written or oral) made at any time to Tenant, which is not
expressly incorporated herein in writing, is hereby waived by Tenant.


37.  Compliance with Americans with Disabilities Act

Landlord and Tenant hereby agree and acknowledge that the Premises, the Building
and/or the Park may be subject to the requirements of the Americans with
Disabilities Act, a federal law codified at 42 U.S.C. 12101 et seq., including,
but not limited to Title III thereof, all regulations and guidelines related
thereto, together with any and all laws, rules, regulations, ordinances, codes
and statutes now or hereafter enacted by local or state agencies having
jurisdiction thereof, including all requirements of Title 24 of the State of
California, as the same may be in effect On the date of this Lease and may be
hereafter modified, amended or supplemented (collectively, the "ADA"). Any
Alterations to be constructed hereunder shall be in compliance with the
requirements of the ADA. Tenant shall be solely responsible for conducting its
own independent investigation of this matter and for ensuring that the design of
all Alterations strictly compiles with all requirements of the ADA. Subject to
reimbursement pursuant to Section 6 of the Lease, if any barrier removal work or
other work is required to the Building (Including the structural portions
thereof), the Common Areas or the Park under the ADA, then such work shall be
the responsibility of Landlord; provided, if such work is required under the ADA
as a result of Tenant's use of the Premises or any work or alteration made to
the Premises by or on behalf of Tenant, then such work shall be performed by
Landlord at the sole cost and expense of Tenant. Except as otherwise expressly
provided in this provision, Tenant shall be responsible at its sole cost and
expense for fully and faithfully complying with all applicable requirements of
the ADA, including without limitation, not discriminating against any disabled
persons in the operation of Tenant's business in or about the Premises, and
offering or otherwise providing auxiliary aids and services as, and when,
required by the ADA. Within ten (10) days after receipt, Landlord and Tenant
shall advise the other party in writing, and provide the other with copies of
(as applicable), any notices alleging violation of the ADA relating to any
portion of the Premises or


                                       21
<PAGE>

the Building; ally claims made or threatened in writing regarding noncompliance
with the ADA and relating to any portion of the Premises or the Building; or any
governmental or regulatory actions or investigations instituted or threatened
regarding noncompliance with the ADA and relating to any portion of the Premises
or the Building. Tenant shall and hereby agrees to protect, defend (with counsel
acceptable to Landlord) and hold Landlord and the other Indemnitees harmless and
indemnify the Indemnitees from and against all liabilities, damages, claims,
losses, penalties, judgments, charges and expenses (including reasonable
attorneys' fees, costs of court and expenses necessary in the prosecution or
defense of any litigation including the enforcement of this provision) arising
from or in any way related to, directly or indirectly, Tenant's or Tenant's
Representatives' violation or alleged violation of the ADA. Tenant agrees that
the obligations of Tenant herein shall survive the expiration or earlier
termination of this Lease.


38.  Brokerage Commission

Landlord and Tenant each represents and warrants for the benefit of the other
that it has had no dealings with any real estate broker, agent or finder in
connection with the Premises and/or the negotiation of this Lease, except for
the Broker(s) (as set forth on Page 1), and that it knows of no other real
estate broker, agent or finder who is or might be entitled to a real estate
brokerage commission or finder's fee in connection with this Lease or otherwise
based upon contacts between the claimant and Tenant. Each party shall indemnify
and hold harmless the other from and against any and all liabilities or expenses
arising out of claims made for a fee or commission by any real estate broker,
agent or finder in connection with the Premises and this Lease other than
Broker(s), if any, resulting from the actions of the indemnifying party. Any
real estate brokerage commission or finder's fee payable to the Broker(s) in
connection with this Lease shall only be payable and applicable to the extent of
the initial Term of the Lease and to the extent of the Premises as same exist as
of the date on which Tenant executes this Lease. Unless expressly agreed to in
writing by Landlord and Broker(s), no real estate brokerage commission or
finder's fee shall be owed to, or otherwise payable to, the Broker(s) for any
renewals or other extensions of the initial Term of this Lease or for any
additional space leased by Tenant other than the Premises as same exists as of
the date on which Tenant executes this Lease. Tenant further represents and
warrants to Landlord that Tenant will not receive (I) any portion of any
brokerage commission or finder's fee payable to the Broker(s) in connection with
this Lease or (ii) any other form of compensation or incentive from the
Broker(s) with respect to this Lease.


39. Quiet Enjoyment

Landlord covenants with Tenant, upon the paying of Rent and observing and
keeping the covenants, agreements and conditions of this Lease on its part to be
kept, and during the periods that Tenant is not otherwise in default of any of
the terms or provisions of this Lease, and subject to the rights of any of
Landlord's lenders, (I) that Tenant shall and may peaceably and quietly hold,
occupy and enjoy the Premises and the Common Areas during the Term of this
Lease, and (ii) neither Landlord, nor any successor or assign of Landlord, shall
disturb Tenant's occupancy or enjoyment of the Premises and the Common Areas.


40.  Landlord's Ability to Perform Tenant's Unperformed Obligations

Notwithstanding anything to the contrary contained in this Lease, if Tenant
shall fail to perform any of the terms, provisions, covenants or conditions to
be performed or complied With by Tenant pursuant to this Lease, and/or if the
failure of Tenant relates to a matter which in Landlord's judgment reasonably
exercised is of an emergency nature and such failure Shall remain uncured for a
period of time commensurate with such emergency, then Landlord may, at
Landlord's option without any obligation to do so, and in its sole discretion as
to the necessity therefor, perform any such term, provision, covenant, or
condition, or make any such payment and Landlord by reason of so doing shall not
be liable or responsible for any loss or damage thereby sustained by Tenant or
anyone holding under or through Tenant. If Landlord so performs any of Tenant's
obligations hereunder, the full amount of the cost and expense entailed or the
payment so made or the amount of the loss so sustained shall immediately be
owing by Tenant to Landlord, and Tenant shall promptly pay to Landlord upon
demand, as Additional Rent, the full amount thereof with interest thereon from
the date of payment at the greater of (I) ten percent (10%) per annum, or (ii)
the highest rate permitted by applicable law and Enforcement Expenses.


41. Adjustments to Base Rent

Notwithstanding anything to the contrary contained herein, the monthly rent
payable by Tenant to Landlord, as set forth in this Lease, shall be adjusted
effective on the first day of the thirty-first (31st) month after the
Commencement Date (the "Adjustment Date") in accordance with the percentage
increase, if any, in the "Consumer Price Index for Urban Wage Earners and
Clerical Workers (CPI-W) for Los Angeles-Riverside-Orange County, California"
(Base: 1982-1984=100), as published by the United States Department of Labor,
Bureau of Labor Statistics ("Index").

The monthly rent payable on the Adjustment Date shall be the product of the
monthly rent in effect on the last day preceding each Adjustment Date and the
fraction described below. The denominator of such fraction shall be the Index in
effect one (1) month prior to the first day of the initial term of the Lease
("Base Index"). The numerator of such fraction shall be the Index in effect one
(1) month prior to the last day preceding the Adjustment Date ("Adjustment
Index"). The monthly rent shall be increased and paid thereafter in accordance
With the percentage increase, if any, between such indices; provided, however,
in no event shall such
                                   22
<PAGE>

Increase, on an annual and compounded basis, be less than three percent (3%) or
more than six percent (6%).

Should said Bureau discontinue the publication of the above Index, or the
compilation of the Index be materially altered, or publish the same less
frequently, or vary the method of calculation of same, or alter the same in some
other manner, then Landlord shall adopt a substitute index which is most nearly
the same or substitute procedure which reasonably reflects and monitors consumer
prices, and shall be used to make such calculation. If the Index is changed so
that the base year differs from that in effect when the term commences, the
Index shall be converted in accordance with the conversion factor published by
the United States Department of Labor, Bureau of Labor Statistics, or, if said
bureau shall not publish the same, then with the use of such conversion factor,
formula or table as may be published by Prentice Hall Inc. or by any Other
nationally recognized publisher of similar statistical information. In the event
the compilation and/or publication of the Index shall be discontinued or
materially altered, then the Index most nearly the same as the Index shall be
used to make such calculation. In the event Landlord and Tenant cannot agree on
such alternative Index, then the matter shall be submitted to the American
Arbitration Association in accordance with the then rules of the said
Association and a decision of the arbitrators as to the applicable index shall
be binding upon the parties. The cost of said arbitrator shall be paid equally
by Landlord and Tenant.

References herein to the term "monthly rent" shall, for purposes of all
applicable provisions of this Lease, mean Base Rent and be synonymous therewith.


     Example:
          Hypothetical Facts:
          ------------------
          Lease Commencement Date or
                Last Adjustment Date:       9/1/92
          Adjustment Date:                  9/1/93
          Monthly rent in effect:           8/31/93 - $2,000.00
          Base Index:                       July, 1992 - 410.0
            Adjustment Index:               July, 1993 - 430.0
          Adjusted Rent Calculation:
          -------------------------
          Ratio of Indices:         430.0 = 1.0188 or 4.88%
                                    -----
                                            410.0
          Adjusted monthly rent:           $2,000.00 x 4.88% = $2,097.60

42.  Options to Extend the Lease

Grant of Extension Options: Subject to the provisions, limitations and
conditions set forth in Section 42.4 below, Tenant shall have an Option
(individually, an "Option" and collectively, the "Options") to extend the term
of the Lease for two (2) successive five (5) year terms (individually, an
"Extended Term" and collectively, the "Extended Terms").

     42.1  Tenant's Option Notice. If Landlord does not receive written notice
from Tenant of its exercise of this Option on a date which is not more than
three hundred sixty-five (365) days nor less than one hundred eighty (180) days
prior to the end of, with respect to the initial Extended Term, the initial term
of the Lease or, with respect to future Extended Terms, the previous Extended
Term (the "Option Notice"), all rights tinder this Section 42 shall
automatically terminate and shall be of no further force or effect.

     42.2  Establishing the Initial Monthly Base Rent for the Extended Terms.
The initial monthly Base Rent for an Extended Term shall be the then current
market rent for similar space within the competitive market area of the Premises
(the "Fair Rental Value"). "Fair Rental Value" of the Premises means the fair
market rental value of the Premises as of the commencement of an Extended Term,
taking into consideration all relevant factors, including length of term, the
uses permitted under the Lease, the quality, size, location of the Premises,
including the condition and value of existing tenant improvements, and the
monthly base rent paid by tenants for premises comparable to the Premises, and
located within the competitive market area of the Premises.

     If Landlord and Tenant are unable to agree on the Fair Rental Value for an
Extended Term within ten (10) days of receipt by Landlord of the Option Notice
for an Extended Term, Landlord and Tenant each, at its cost and by giving to the
other party, shall appoint a competent and impartial commercial real estate
broker (hereinafter "broker") with at least ten (10) years' full-time commercial
real estate brokerage experience in the geographical area of the Premises to set
the Fair Rental Value for an Extended Term. If either Landlord or Tenant does
not appoint a broker within ten (10) days after the other party has given notice
of the name of its broker, the single broker appointed shall be the sole broker
and shall set the Fair Rental Value for an Extended Term. If two (2) brokers are
appointed by Landlord and Tenant as stated in this paragraph, they shall meet
promptly and attempt to set the Fair Rental Value. If the two (2) brokers are
unable to agree within tell (10) days after the second broker has been
appointed, they shall attempt to select a third broker, meeting the
qualifications stated in this paragraph within ten (10) days after the last day
the two (2) brokers are given to set the Fair Rental Value. If the two (2)
brokers are unable to agree on the third broker, either Landlord or Tenant by
giving ten (10) days' notice to the other party, can apply to the Presiding
Judge of the Superior Court of the county in which the Premises is located for
the selection of a third broker Who meets the qualifications stated in this
paragraph. Landlord and Tenant each shall bear one-half (1/2) of the cost of
appointing the third broker and of paying the third broker's fee. The third
broker, however selected, shall be a

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<PAGE>

person who has not previously acted in any capacity for either Landlord or
Tenant. Within fifteen (15) days after the selection of the third broker, the
third broker shall select one of the two Fair Rental Values submitted by the
first two brokers as the Fair Rental Value for an Extended Term. If either of
the first two brokers fails to submit their opinion of the Fair Rental Value
within the time frames set forth above, then the single Fair Rental Value
submitted shall automatically be the initial monthly Base Rent for an Extended
Term.

     Upon determination of the initial monthly Base Rent for an Extended Term in
accordance With the terms outlined above, Landlord and Tenant shall immediately
execute at Landlord's sole option, either the standard lease agreement then in
use by Landlord, or an amendment to this Lease. Such document shall set forth
among other things, the initial monthly Base Rent for an Extended Term and the
actual commencement date and expiration date of an Extended Term. Tenant shall
have no other right to extend the term of the Lease under this Section 42 unless
Landlord and Tenant otherwise agree in writing.

     42.3  Condition of Premises and Brokerage Commissions for the Extended
Terms. If Tenant timely and properly exercises these Options, in strict
accordance with the terms contained herein: (1) Tenant shall accept the Premises
in its then "As-Is" condition and, accordingly, Landlord shall not be required
to perform any additional improvements to the Premises; and (2) Tenant hereby
agrees that it will be solely responsible for any and all brokerage commissions
and finder's fees payable to any broker now or hereafter procured or hired by
Tenant or who otherwise claims a commission based on any act or statement of
Tenant ("Tenant's Broker") in connection with the Options; and Tenant hereby
further agrees that Landlord shall in no event or circumstance be responsible
for the payment of any such commissions and fees to Tenant's Broker.

     42.4  Limitations On, and Conditions To, Extension Options. These Options
are personal to Tenant and, subject to the provisions of Section 15.4 above, may
not be assigned, voluntarily or involuntarily, separate from or as part of the
Lease. At Landlord's option, except as otherwise provided in Section 15.4 above,
all rights of Tenant under these Options shall terminate and be of no force or
effect if any of the following individual events occur or any combination
thereof occur: (1) Tenant has been in material default of the provisions of this
Lease beyond any applicable notice and cure period more than two (2) times in
any twelve (12) month period (a "Chronic Default") at any time during the
initial term of the Lease, or at the time of exercise of this Option is then
currently in default of any provision of the Lease beyond any applicable notice
and cure period; and/or (2) other than to a Related Entity in accordance with
the provisions of Section 15.4 hereof, Tenant has assigned its rights and
obligations under all or part of the Lease or Tenant has subleased all or part
of the Premises; and/or (3) the net worth or net income of Tenant or the Related
Entity, whichever then is the Tenant under this Lease, is unacceptable to
Landlord at the time of delivery to Landlord of the Option Notice (provided,
however, if there is not any substantial adverse change in net worth or net
income from that on the date hereof, then the net worth or net income shall be
acceptable to Landlord); and/or (4) Tenant has failed to properly exercise this
Option in a timely manner in strict accordance with the provisions of this
Section 42; and/or (5) Tenant or a Related Entity, as the case may be, no longer
has possession of all or any part of the Premises under the Lease or if the
Lease has been terminated earlier, pursuant to the terms of the Lease.

     `12.5 Time is of the Essence. Time is of the essence with respect to each
and every time period described in this Section 42.

IN WITNESS WHEREOF, this Lease is executed by the parties as of the Lease Date
referenced on Page 1 of this Lease.

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<PAGE>

LANDLORD:

LINCOLN VENTURA TECHNOLOGY CENTER I, a California limited partnership

By:  PATRICIAN ASSOCIATES, INC., a California Corporation, general partner

     By:

     Name:

     By:

     Name:

By:  LINCOLN CAMARILLO, a California limited partnership, general partner

     By:  LEGACY PARTNERS COMMERCIAL, INC., as Agent and Manager for Landlord

          By:

          Name:

          Title:

          Date:


TENANT:

BIOSOURCE INTERNATIONAL, INC., a Delaware Corporation

By:

Name:

Title:

Date:

By:

Name:

Title:

Date:
<PAGE>

If Tenant is a Corporation, the authorized officers must sign on behalf of the
corporation and indicate the capacity in which they are signing. The Lease must
be executed by the president or vice-president and the secretary or assistant
secretary, unless the bylaws or a resolution of the board of directors shall
otherwise provide, in which event, the bylaws or a certified copy of the
resolution, as the case may be, must be attached to this Lease.