Exhibit 10.19

         STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE--MODIFIED NET
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

         1.   BASIC PROVISIONS ("BASIC PROVISIONS").

                  1.1 PARTIES: This Lease ("LEASE"), dated for reference
         purposes only, September 15, 1995, is made by and between BUZZ OATES
         ENTERPRISES, II ("LESSOR") and ZYTEC CORPORATION, A Minnesota
         Corporation ("LESSEE"), (collectively the "PARTIES," or individually a
         "PARTY").

                  1.2(a) PREMISES: That certain portion of the Building,
         including all improvements therein or to be provided by Lessor under
         the terms of this Lease, commonly known by the street address of 1601
         Aviation Blvd., located in the City of Lincoln, County of Placer,
         State of California, with zip code 95648, as outlined on Exhibit A
         attached hereto ("PREMISES"). The "BUILDING" is that certain building
         containing the Premises and generally described as (describe briefly
         the nature of the Building): an approximate 100,000 square feet being a
         portion of an approximate 100,000 square foot tilt up building situated
         on 4.6 acres. In addition to Lessee's rights to use and occupy the
         Premises as hereinafter specified, Lessee shall have non-exclusive
         rights to the Common Areas (as defined in Paragraph 2.7 below) as
         hereinafter specified, but shall not have any rights to the roof,
         exterior walls or utility raceways of the Building or to any other
         buildings in the Industrial Center. The Premises, the Building, the
         Common Areas, the land upon which they are located, along with all
         other buildings and improvements thereon, are herein collectively
         referred to as the "INDUSTRIAL CENTER." (Also see Paragraph 2.)
 
                  1.2(b) PARKING: 200 unreserved vehicle parking spaces
         ("UNRESERVED PARKING SPACES"); and ________ 
         reserved vehicle parking spaces ("RESERVED PARKING SPACES"). (Also see
         Paragraph 2.6.)

                  1.3 TERM: five (5) years and zero (0) months ("ORIGINAL TERM")
         commencing March 1, 1996 ("COMMENCEMENT DATE") and ending February 29,
         2001 ("EXPIRATION DATE"). (Also see Paragraph 3.) 

                  1.4 EARLY POSSESSION: February 1, 1996 ("EARLY POSSESSION
         DATE"). (Also see Paragraphs 3.2 and 3.3.) 

                  1.5 BASE RENT: $23,000.00 per month ("BASE RENT"), payable on
         the first day of each month commencing March 1, 1996 (Also see
         Paragraph 4.) 
         [x] If this box is checked, this Lease provides for the
         Base Rent to be adjusted per Addendum 4.1, attached hereto. 
        
                  1.6(a) BASE RENT PAID UPON EXECUTION: $23,000.00 as Base Rent 
         for the period first month's rent. 

                  1.6(b) LESSEE'S SHARE OF COMMON AREA OPERATING EXPENSES: one
         hundred percent (100%) ("LESSEE'S SHARE") as determined by 
         [x] prorata square footage of the Premises as compared to the total 
         square footage of the Building or [ ] other criteria as described in
         Addendum ___.

                  1.7 SECURITY DEPOSIT: $23,000.00 ("SECURITY DEPOSIT"). (Also
         see Paragraph 5.) SEE ADDENDUM

                  1.8 PERMITTED USE: manufacturing, storage, repair and
         distribution of computer components ("PERMITTED USE"). (Also see
         Paragraph 6.)

                  1.9 INSURING PARTY. Lessor is the "INSURING PARTY." (Also see
         Paragraph 8.)

                  1.10(a) REAL ESTATE BROKERS. The following real estate
         broker(s) (collectively, the "BROKERS") and brokerage relationships
         exist in this transaction and are consented to by the Parties (check
         applicable boxes): 
         [ ] ______ represents Lessor exclusively ("LESSOR'S BROKER");
         [ ] ______ represents Lessee exclusively ("LESSEE'S BROKER"); or
         [x] BUZZ OATES REAL ESTATE represents both Lessor and Lessee ("DUAL
         AGENCY"). (Also see Paragraph 15.)

                  1.10(b) PAYMENT TO BROKERS. Upon the execution of this Lease
         by both Parties, Lessor shall pay to said Broker(s) jointly, or in such
         separate shares as they may mutually designate in writing, a fee as set
         forth in a separate written agreement between Lessor and said Broker(s)
         (or in the event there is no separate written agreement between Lessor
         and said Broker(s), the sum of $ per separate agreement) for brokerage
         services rendered by said Broker(s) in connection with this
         transaction.

                  1.11 GUARANTOR. The obligations of the Lessee under this Lease
         are to be guaranteed by ZYTEC CORPORATION, A Minnesota Corporation
         ("GUARANTOR"). (Also see Paragraph 37.)

                  1.12 ADDENDA AND EXHIBITS. Attached hereto is an Addendum or
         Addenda consisting of Paragraphs 3.2 through 65, and Exhibits A
         through E, all of which constitute a part of this Lease. 
         
         2.   PREMISES, PARKING AND COMMON AREAS.

                  2.1 LETTING. Lessor hereby leases to Lessee, and Lessee hereby
         leases from Lessor, the Premises, for the term, at the rental, and upon
         all of the terms, covenants and conditions set forth in this Lease.
         Unless otherwise provided herein, any statement of square footage set
         forth in this Lease, or that may have been used in calculating rental
         and/or Common Area Operating Expenses, is an approximation which Lessor
         and Lessee agree is reasonable and the rental and Lessee's Share (as
         defined in Paragraph 1.6(b)) based thereon is not subject to revision
         whether or not the actual square footage is more or less. SEE ADDENDUM

                  2.2 CONDITION. Lessor shall deliver the Premises to Lessee
         clean and free of debris on the Commencement Date and warrants to
         Lessee that the existing ROOF, plumbing, electrical systems, fire
         sprinkler system, lighting, air conditioning and heating systems and
         loading doors, if any, in the Premises, other than those constructed by
         Lessee, shall be in good operating condition on the Commencement Date.
         If a non-compliance with said warranty exists as of the Commencement
         Date, Lessor shall, except as otherwise provided in this Lease,
         promptly after receipt of written notice from Lessee setting forth with
         specificity the nature and extent of such non-compliance, rectify same
         at Lessor's expense. If Lessee does not give Lessor written notice of a
         non-compliance with this warranty within three hundred sixty five (365)
         days after the Commencement Date, correction of that non-compliance
         shall be the obligation of Lessee at Lessee's sole cost and expense.

                  2.3 COMPLIANCE WITH COVENANTS, RESTRICTIONS AND BUILDING CODE.
         Lessor warrants that any improvements (other than those constructed by
         Lessee or at Lessee's direction) on or in the Premises which have been
         constructed or installed by Lessor or with Lessor's consent or at
         Lessor's direction shall comply with all applicable covenants or
         restrictions of record and applicable building codes, regulations and
         ordinances in effect on the Commencement Date. Lessor further warrants
         to Lessee that Lessor has no knowledge of any claim having been made by
         any governmental agency that a violation or violations of applicable
         building codes, regulations, or ordinances exist with regard to the
         Premises as of the Commencement Date. Said warranties shall not apply
         to any Alterations or Utility Installations (defined in Paragraph
         7.3(a)) made or to be made by Lessee. If the Premises do not comply
         with said warranties, Lessor shall, except as otherwise provided in
         this Lease, promptly after receipt of written notice from Lessee given
         within six (6) months following the Commencement Date and setting forth
         with specificity the nature and extent of such non-compliance, take
         such action, at Lessor's expense, as may be reasonable or appropriate
         to rectify the non-compliance. Lessor makes no warranty that the
         Permitted Use in Paragraph 1.8 is permitted for the Premises under
         Applicable Laws (as defined in Paragraph 2.4).

                  2.4 ACCEPTANCE OF PREMISES. Lessee hereby acknowledges: (a)
         that it has been advised by the Broker(s) to satisfy itself with
         respect to the condition of the Premises (including but not limited to
         the electrical and fire sprinkler systems, security, environmental
         aspects, seismic and earthquake requirements, and compliance with the
         Americans with Disabilities Act and applicable zoning, municipal,
         county, state and federal laws, ordinances and regulations and any
         covenants or restrictions of record (collectively, "APPLICABLE LAWS")
         and the present and future suitability of the Premises for Lessee's
         intended use; (b) that Lessee has made such investigation as it deems
         necessary with reference to such matters, is satisfied with reference
         thereto, and assumes all responsibility therefore as the same relate to
         Lessee's occupancy of the Premises and/or the terms of this Lease; and
         (c) that neither Lessor, nor any of Lessor's agents, has made any oral
         or written representations or warranties with respect to said matters
         other than as set forth in this Lease.

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

                  2.6 VEHICLE PARKING. Lessee shall be entitled to use the
         number of Unreserved Parking Spaces and Reserved Parking Spaces
         specified in Paragraph 1.2(b) on those portions of the Common Areas
         designated from time to time by Lessor for parking. Lessee shall not
         use more parking spaces than said number. Said parking spaces shall be
         used for parking by vehicles no larger than full-size passenger
         automobiles or pick-up trucks, herein called "PERMITTED SIZE VEHICLES."
         Vehicles other than Permitted Size Vehicles shall be parked and loaded
         or unloaded as directed by Lessor in the Rules and Regulations (as
         defined in Paragraph 40) issued by Lessor. (Also see Paragraph 2.9.)

                           (a) Lessee shall not permit or allow any vehicles
         that belong to or are controlled by Lessee or Lessee's employees,
         suppliers, shippers, customers, contractors or invitees to be loaded,
         unloaded, or parked in areas other than those designated by Lessor for
         such activities. 

                           (b) If Lessee permits or allows any of the prohibited
         activities described in this Paragraph 2.6, then Lessor shall have the
         right, without notice, in addition to such other rights and remedies
         that it may have, to remove or tow away the vehicle involved and charge
         the cost to Lessee, which cost shall be immediately payable upon demand
         by Lessor.

                           (c) Lessor shall at the Commencement Date of this
         Lease, provide the parking facilities required by Applicable Law.

                  2.7 COMMON AREAS - DEFINITION. The term "COMMON AREAS" is
         defined as all areas and facilities outside the Premises and within the
         exterior boundary line of the Industrial Center and interior utility
         raceways within the Premises that are provided and designated by the
         Lessor from time to time for the general non-exclusive use of Lessor,
         Lessee and other lessees of the Industrial Center and their respective
         employees, suppliers, shippers, customers, contractors and invitees,
         including parking areas, loading and unloading areas, trash areas,
         roadways, sidewalks, walkways, parkways, driveways and landscaped
         areas.

                  2.8 COMMON AREAS - LESSEE'S RIGHTS. Lessor hereby grants to
         Lessee, for the benefit of Lessee and its employees, suppliers,
         shippers, contractors, customers and invitees, during the term of this
         Lease, the non-exclusive right to use, in common with others entitled
         to such use, the Common Areas as they exist from time to time, subject
         to any rights, powers, and privileges reserved by Lessor under the
         terms hereof or under the terms of any rules and regulations

                                                             Initials:_____
                                                                      _____


         or restrictions governing the use of the Industrial Center. Under no
         circumstances shall the right herein granted to use the Common Areas be
         deemed to include the right to store any property, temporarily or
         permanently, in the Common Areas. Any such storage shall be permitted
         only by the prior written consent of Lessor or Lessor's designated
         agent, which consent may be revoked at any time. In the event that any
         unauthorized storage shall occur then Lessor shall have the right,
         without notice, in addition to such other rights and remedies that it
         may have, to remove the property and charge the cost to Lessee, which
         cost shall be immediately payable upon demand by Lessor.

                  2.9 COMMON AREAS - RULES AND REGULATIONS. Lessor or such other
         person(s) as Lessor may appoint shall have the exclusive control and
         management of the Common Areas and shall have the right, from time to
         time, to establish, modify, amend and enforce reasonable Rules and
         Regulations with respect thereto in accordance with Paragraph 40.
         Lessee agrees to abide by and conform to all such Rules and
         Regulations, and to cause its employees, suppliers, shippers,
         customers, contractors and invitees to so abide and conform. Lessor
         shall not be responsible to Lessee for the non-compliance with said
         rules and regulations by other lessees of the Industrial Center.

                  2.10 COMMON AREAS - CHANGES. Lessor shall have the right, in
         Lessor's sole discretion, from time to time: 

                           (a) To make changes to the Common Areas, including,
         without limitation, changes in the location, size, shape and number of
         driveways, entrances, parking spaces, parking areas, loading and
         unloading areas, ingress, egress, direction of traffic, landscaped
         areas, walkways and utility raceways;

                           (b) To close temporarily any of the Common Areas for
         maintenance purposes so long as reasonable access to the Premises
         remains available;

                           (c) To designate other land outside the boundaries of
         the Industrial Center to be a part of the Common Areas;

                           (d) To add additional buildings and improvements to
         the Common Areas;

                           (e) To use the Common Areas while engaged in making
         additional improvements, repairs or alterations to the Industrial
         Center, or any portion thereof; and

                           (f) To do and perform such other acts and make such
         other changes in, to or with respect to the Common Areas and Industrial
         Center as Lessor may, in the exercise of sound business judgment, deem
         to be appropriate.

         3.   TERM.

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

                  3.2 EARLY POSSESSION. If an Early Possession Date is specified
         in Paragraph 1.4 and if Lessee totally or partially occupies the
         Premises after the Early Possession Date but prior to the Commencement
         Date, the obligation to pay Base Rent shall be abated for the period of
         such early occupancy. All other terms of this Lease, however,
         (including but not limited to the obligations to pay Lessee's Share of
         Common Area Operating Expenses and to carry the insurance required by
         Paragraph 8) shall be in effect including such period. Any such early
         possession shall not affect nor advance the Expiration Date of the
         Original Term.

                     SEE ADDENDUM

         4.   RENT.

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

                  4.2 COMMON AREA OPERATING EXPENSES. Lessee shall pay to Lessor
         during the term hereof, in addition to the Base Rent, Lessee's Share
         (as specified in Paragraph 1.6(b)) of all Common Area Operating
         Expenses, as hereinafter defined, during each calendar year of the term
         of this Lease, in accordance with the following provisions:

                           (a) "COMMON AREA OPERATING EXPENSES" are defined, for
         purposes of this Lease, as all costs incurred by Lessor relating to the
         ownership and operation of the Industrial Center, including, but not
         limited to, the following: 

                                    (i) The operation, repair and maintenance,
         in neat, clean, good order and condition, of the following:

                                            (aa) The Common Areas, including
         parking areas, loading and unloading areas, trash areas, roadways,
         sidewalks, walkways, parkways, driveways, landscaped areas, striping,
         bumpers, irrigation systems, Common Area lighting facilities, fences
         and gates, elevators and roof.

                                            (bb) Exterior signs and any tenant
         directories.

                                            (cc) Fire detection and sprinkler
         systems.

                                    (ii) The cost of water, gas, electricity and
         telephone to service the Common Areas.

                                    (iii) Trash disposal, property management
         and security services and the costs of any environmental inspections.

                                    (iv) Reserves set aside for maintenance and
         repair of Common Areas.

                                    (v) Real Property Taxes (as defined in
         Paragraph 10.2) to be paid by Lessor for the Building and the Common
         Areas under Paragraph 10 hereof.

                                    (vi) The cost of the premiums for the
         insurance policies maintained by Lessor under Paragraph 8 hereof.
 
                                    (viii) Any other services to be provided by
         Lessor that are stated elsewhere in this Lease to be a Common Area
         Operating Expense.

                           (b) Any Common Area Operating Expenses and Real
         Property Taxes that are specifically attributable to the Building or to
         any other building in the Industrial Center or to the operation, repair
         and maintenance thereof, shall be allocated entirely to the Building or
         to such other building. However, any Common Area Operating Expenses and
         Real Property Taxes that are not specifically attributable to the
         Building or to any other building or to the operation, repair and
         maintenance thereof, shall be equitably allocated by Lessor to all
         buildings in the Industrial Center.

                           (c) The infusion of the improvements, facilities and
         services set forth in Subparagraph 4.2(a) shall not be deemed to impose
         an obligation upon Lessor to either have said improvements or
         facilities or to provide those services unless the Industrial Center
         already has the same, Lessor already provides the services, or Lessor
         has agreed elsewhere in this Lease to provide the same or some of them.
 
                          (d) Lessee's Share of Common Area operating Expenses
         shall be payable by Lessee within ten (10) days after a reasonably
         detailed statement of actual expenses is presented to Lessee by Lessor.
         At Lessor's option, however, an amount may be estimated by Lessor from
         time to time of Lessee's Share of annual Common Area Operating Expenses
         and the same shall be payable monthly or quarterly, as Lessor shall
         designate, during each 12-month period of the Lease term, on the same
         day as the Base Rent is due hereunder. Lessor shall deliver to Lessee
         within sixty (60) days after the expiration of each calendar year a
         reasonably detailed statement showing Lessee's Share of the actual
         Common Area Operating Expenses incurred during the preceding year. If
         Lessee's payments under this Paragraph 4.2(d) during said preceding
         year exceed Lessee's Share as indicated on said statement, Lessor shall
         be credited the amount of such overpayment against Lessee's Share of
         Common Area Operating Expenses next becoming due. If Lessee's payments
         under this Paragraph 4.2(d) during said preceding year were less than
         Lessee's Share as indicated on said statement, Lessee shall pay to
         Lessor the amount of the deficiency within ten (10) days after delivery
         by Lessor to Lessee of said statement. SEE ADDENDUM 4.2E

         5. SECURITY DEPOSIT. Lessee shall deposit with Lessor upon Lessee's
         execution hereof the Security Deposit set forth in Paragraph 1.7 as
         security for Lessee's faithful performance of Lessee's obligations
         under this Lease. If Lessee fails to pay Base Rent or other rent or
         charges due hereunder, or otherwise Defaults under this Lease (as
         defined in Paragraph 13.1 ), Lessor may use, apply or retain all or any
         portion of said Security Deposit for the payment of any amount due
         Lessor or to reimburse or compensate Lessor for any liability, cost,
         expense, loss or damage (including attorneys' fees) which Lessor may
         suffer or incur by reason thereof. If Lessor uses or applies all or any
         portion of said Security Deposit, Lessee shall within ten (10) days
         after written request therefore deposit monies with Lessor sufficient
         to restore said Security Deposit to the full amount required by this
         Lease. Any time the Base Rent increases during the term of this Lease,
         Lessee shall, upon written request from Lessor, deposit additional
         monies with Lessor as an addition to the Security Deposit so that the
         total amount of the Security Deposit shall at all times bear the same
         proportion to the then current Base Rent as the initial Security
         Deposit bears to the initial Base Rent set forth in Paragraph 1.5.
         Lessor shall not be required to keep all or any part of the Security
         Deposit separate from its general accounts. Lessor shall, at the
         expiration or earlier termination of the term hereof and after Lessee
         has vacated the Premises, return to Lessee (or, at Lessor's option, to
         the last assignee, if any, of Lessee's interest herein), that portion
         of the Security Deposit not used or applied by Lessor. Unless otherwise
         expressly agreed in writing by Lessor, no part of the Security Deposit
         shall be considered to be held in trust, to bear interest or other
         increment for its use, or to be prepayment for any monies to be paid by
         Lessee under this Lease.

         6.   USE.

                  6.1   PERMITTED USE.
 
                          (a) Lessee shall use and occupy the Premises only for
         the Permitted Use set forth in Paragraph 1.8, or any other legal use
         which is reasonably comparable thereto, and for no other purpose.
         Lessee shall not use or permit the use of the Premises in a manner that
         is unlawful, creates waste or a nuisance, or that disturbs owners
         and/or occupants of, or causes damage to the Premises or neighboring
         premises or properties.
                                                            Initials:_____
                                                                     _____

                           (b) Lessor hereby agrees to not unreasonably withhold
         or delay its consent to any written request by Lessee, Lessee's
         assignees or subtenants, and by prospective assignees and subtenants of
         Lessee, its assignees and subtenants, for a modification of said
         Permitted Use, so long as the same will not impair the structural
         integrity of the improvements on the Premises or in the Building or the
         mechanical or electrical systems therein, does not conflict with uses
         by other lessees, is not significantly more burdensome to the Premises
         or the Building and the improvements thereon, and is otherwise
         permissible pursuant to this Paragraph 6. If Lessor elects to withhold
         such consent, Lessor shall within five (5) business days after such
         request give a written notification of same, which notice shall include
         an explanation of Lessor's reasonable objections to the change in use.

                  6.2   HAZARDOUS SUBSTANCES.

                           (a) REPORTABLE USES REQUIRE CONSENT. The term
         "HAZARDOUS SUBSTANCE" as used in this Lease shall mean any product,
         substance, chemical, material or waste whose presence, nature, quantity
         and/or intensity of existence, use, manufacture, disposal,
         transportation, spill, release or effect, either by itself or in
         combination with other materials expected to be on the Premises, is
         either: (i) potentially injurious to the public health, safety or
         welfare, the environment, or the Premises; (ii) regulated or monitored
         by any governmental authority; or (iii) a basis for potential liability
         of Lessor to any governmental agency or third party under any
         applicable statute or common law theory. Hazardous Substance shall
         include, but not be limited to, hydrocarbons, petroleum, gasoline,
         crude oil or any products or by-products thereof. Lessee shall not
         engage in any activity in or about the Premises which constitutes a
         Reportable Use (as hereinafter defined) of Hazardous Substances without
         the express prior written consent of Lessor and compliance in a timely
         manner (at Lessee's sole cost and expense) with all Applicable
         Requirements (as defined in Paragraph 6.3). "REPORTABLE USE" shall mean
         (i) the installation or use of any above or below ground storage tank,
         (ii) the generation, possession, storage, use, transportation, or
         disposal of a Hazardous Substance that requires a permit from, or with
         respect to which a report, notice, registration or business plan is
         required to be filed with, any governmental authority, and (iii) the
         presence in, on or about the Premises of a Hazardous Substance with
         respect to which any Applicable Laws require that a notice be given to
         persons entering or occupying the Premises or neighboring properties.
         Notwithstanding the foregoing, Lessee may, without Lessor's prior
         consent, but upon notice to Lessor and in compliance with all
         Applicable Requirements, use any ordinary and customary materials
         reasonably required to be used by Lessee in the normal course of the
         Permitted Use, so long as such use is not a Reportable Use and does not
         expose the Premises or neighboring properties to any meaningful risk of
         contamination or damage or expose Lessor to any liability therefor. In
         addition, Lessor may (but without any obligation to do so) condition
         its consent to any Reportable Use of any Hazardous Substance by Lessee
         upon Lessee's giving Lessor such additional assurances as Lessor, in
         its reasonable discretion deems necessary to protect itself, the
         public, the Premises and the environment against damage, contamination
         or injury and/or liability therefor, including but not limited to the
         installation (and, at Lessor's option, removal on or before Lease
         expiration or earlier termination) of reasonably necessary protective
         modifications to the Premises (such as concrete encasement) and/or the
         deposit of an additional Security Deposit under Paragraph 5 hereof.

                           (b) DUTY TO INFORM LESSOR. If Lessee knows, or has
         reasonable cause to believe, that a Hazardous Substance has come to be
         located in, on, under or about the Premises or the Building, other than
         as previously consented to by Lessor, Lessee shall immediately give
         Lessor written notice thereof, together with a copy of any statement,
         report, notice, registration, application, permit, business plan,
         license, claim, action, or proceeding given to, or received from, any
         governmental authority or private party concerning the presence, spill,
         release, discharge of, or exposure to, such Hazardous Substance
         including but not limited to all such documents as may be involved in
         any Reportable Use involving the Premises. Lessee shall not cause or
         permit any Hazardous Substance to be spilled or released in, on, under
         or about the Premises (including, without limitation, through the
         plumbing or sanitary sewer system).
 

                          (c) INDEMNIFICATION. Lessee shall indemnify, protect,
         defend and hold Lessor, its agents, employees, lenders and ground
         lessor, if any, and the Premises, harmless from and against any and all
         damages, liabilities, judgments, costs, claims, liens, expenses,
         penalties, loss of permits and attorneys' and consultants' fees arising
         out of or involving any Hazardous Substance brought onto the Premises
         by or for Lessee or by anyone under Lessee's control. Lessee's
         obligations under this Paragraph 6.2(c) shall include, but not be
         limited to, the effects of any contamination or injury to parson,
         property or the environment created or suffered by Lessee, and the cost
         of investigation (including consultants' and attorneys' fees and
         testing), removal, remediation, restoration and/or abatement thereof,
         or of any contamination therein involved, and shall survive the
         expiration or earlier termination of this Lease. No termination,
         cancellation or release agreement entered into by Lessor and Lessee
         shall release Lessee from its obligations under this Lease with respect
         to Hazardous Substances, unless specifically so agreed by Lessor in
         writing at the time of such agreement.

                  6.3 LESSEE'S COMPLIANCE WITH REQUIREMENTS. Lessee shall, at
         Lessee's sole cost and expense, fully, diligently and in a timely
         manner, comply with all "APPLICABLE REQUIREMENTS," which term is used
         in this Lease to mean all laws, rules, regulations, ordinances,
         directives, covenants, easements and restrictions of record, permits,
         the requirements of any applicable fire insurance underwriter or rating
         bureau, and the REASONABLE recommendations of Lessor's engineers and/or
         consultants, relating in any manner to the Premises (including but not
         limited to matters pertaining to (i) industrial hygiene, (ii)
         environmental conditions on, in, under or about the Premises, including
         soil and groundwater conditions, and (iii) the use, generation,
         manufacture, production, installation, maintenance, removal,
         transportation, storage, spill, or release of any Hazardous Substance),
         now in effect or which may hereafter come into effect. Lessee shall,
         within five (5) days after receipt of Lessor's written request, provide
         Lessor with copies of all documents and information, including but not
         limited to permits, registrations, manifests, applications, reports and
         certificates, evidencing Lessee's compliance with any Applicable
         Requirements specified by Lessor, and shall immediately upon receipt,
         notify Lessor in writing (with copies of any documents involved) of any
         threatened or actual claim, notice, citation, warning, complaint or
         report pertaining to or involving failure by Lessee or the Premises to
         comply with any Applicable Requirements. SEE ADDENDUM 6.3A

                  6.4 INSPECTION; COMPLIANCE WITH LAW. Lessor, Lessor's agents,
         employees, contractors and designated representatives, and the holders
         of any mortgages, deeds of trust or ground leases on the Premises
         ("LENDERS") shall have the right to enter the Premises at any time in
         the case of an emergency, and otherwise at reasonable times, for the
         purpose of inspecting the condition of the Premises and for verifying
         compliance by Lessee with this Lease and all Applicable Requirements
         (as defined in Paragraph 6.3), and Lessor shall be entitled to employ
         experts and/or consultants in connection therewith to advise Lessor
         with respect to Lessee's activities, including but not limited to
         Lessee's installation, operation, use, monitoring, maintenance, or
         removal of any Hazardous Substance on or from the Premises. The costs
         and expenses of any such inspections shall be paid by the party
         requesting same, unless a Default or Breach of this Lease by Lessee or
         a violation of Applicable Requirements or a contamination, caused or
         materially contributed to by Lessee, is found to exist or to be
         imminent, or unless the inspection is requested or ordered by a
         governmental authority as the result of any such existing or imminent
         violation or contamination. In such case, Lessee shall upon request
         reimburse Lessor or Lessor's Lender, as the case may be, for the costs
         and expenses of such inspections.

         7. MAINTENANCE, REPAIRS, UTILITY INSTALLATIONS, TRADE FIXTURES END
         ALTERATIONS.

                  7.1  LESSEE'S OBLIGATIONS.

                           (a) Subject to the provisions of Paragraphs 2.2
         (Condition), 2.3 (Compliance with Covenants, Restrictions and Building
         Code), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14
         (Condemnation), Lessee shall, at Lessee's sole cost and expense and at
         all times, keep the Premises and every part thereof in good order,
         condition and repair (whether or not such portion of the Premises
         requiring repair, or the means of repairing the same, are reasonably or
         readily accessible to Lessee, and whether or not the need for such
         repairs occurs as a result of Lessee's use, any prior use, the elements
         or the age of such portion of the Premises), including, without
         limiting the generality of the foregoing, all equipment or facilities
         specifically serving the Premises, such as plumbing, heating, air
         conditioning, ventilating, electrical, lighting facilities, boilers,
         fired or unfired pressure vessels, fire hose connections if within the
         Premises, fixtures, interior walls, interior surfaces of exterior
         walls, ceilings, floors, windows, doors, plate glass, and skylights,
         but excluding any items which are the responsibility of Lessor pursuant
         to Paragraph 7.2 below. Lessee, in keeping the Premises in good order,
         condition and repair, shall exercise and perform good maintenance
         practices. Lessee's obligations shall include restorations,
         replacements or renewals when necessary to keep the Premises and all
         improvements thereon or a part thereof in good order, condition and
         state of repair.
                           (b) Lessee shall, at Lessee's sole cost and expense,
         procure and maintain a contract, with copies to Lessor, in customary
         form and substance for and with a contractor specializing and
         experienced in the inspection, maintenance and service of the heating,
         air conditioning and ventilation system for the Premises. However,
         Lessor reserves the right, upon notice to Lessee, to procure and
         maintain the contract for the heating, air conditioning and ventilating
         systems, and if Lessor so elects, Lessee shall reimburse Lessor, upon
         demand, for the cost thereof.
                           (c) If Lessee fails to perform Lessee's obligations
         under this Paragraph 7.1, Lessor may enter upon the Premises after ten
         (10) days' prior written notice to Lessee (except in the case of an
         emergency, in which case no notice shall be required), perform such
         obligations on Lessee's behalf, and put the Premises in good order,
         condition and repair, in accordance with Paragraph 13.2 below.

                  7.2 LESSOR'S OBLIGATIONS. Subject to the provisions of
         Paragraphs 2.2 (Condition), 2.3 (Compliance with Covenants,
         Restrictions and Building Code), 4.2 (Common Area Operating Expenses),
         6 (Use), 7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14
         (Condemnation), Lessor, subject to reimbursement pursuant to Paragraph
         4.2, shall keep in good order, condition and repair the foundations,
         exterior walls, structural condition of interior bearing walls,
         exterior reef, fire sprinkler and/or standpipe and hose (if located in
         the Common Areas) or other automatic fire extinguishing system
         including fire alarm and/or smoke detection system and equipment, fire
         hydrants, parking lots, walkways, parkways, driveways, landscaping,
         fences, signs and utility systems serving the Common Areas and all
         parts thereof, as well as providing the services for which there is a
         Common Area Operating Expanse pursuant to Paragraph 4.2. Lessor shall
         not be obligated to paint the exterior or interior surfaces of exterior
         walls nor shall Lessor be obligated to maintain, repair or replace
         windows, doors or plate glass of the Premises. Lessee expressly waives
         the benefit of any statute now or hereafter in effect which would
         otherwise afford Lessee the right to make repairs at Lessor's expanse
         or to terminate this Lease because of Lessor's failure to keep the
         Building, Industrial Center or Common Areas in good order, condition
         and repair.

                  7.3   UTILITY INSTALLATIONS, TRADE FIXTURES, ALTERATIONS.

                           (a) DEFINITIONS; CONSENT REQUIRED. The term "UTILITY
         INSTALLATIONS" is used in this Lease to refer to all air lines, power
         panels, electrical distribution, security, fire protection systems,
         communications systems, lighting fixtures, heating, ventilating and air
         conditioning equipment, plumbing, and fencing in, on or about the
         Premises. The term "TRADE FIXTURES" shall mean Lessee's machinery and
         equipment which can be removed without doing material damage to the
         Premises. The term "ALTERATIONS" shall mean any modification of the
         improvements on the Premises which are provided by Lessor under the
         terms of this Lease, other than Utility Installations or Trade
         Fixtures. "LESSEE-OWNED ALTERATIONS AND/OR UTILITY INSTALLATIONS" are
         defined as Alterations and/or Utility Installations made by Lessee that
         are not yet owned by Lessor pursuant to Paragraph 7.4(a). Lessee shall
         not make nor cause to be made any Alterations or Utility Installations
         in, on, under or about the Premises without Lessor's prior written
         consent. Lessee may, however, make non-structural Utility Installations
         to the interior of the Premises (excluding the roof) without Lessor's
         consent but upon notice to Lessor, so long as they are not visible from
         the outside of the Premises, do not involve puncturing, relocating or
         removing the roof or any existing walls, or changing or interfering
         with the fire sprinkler or fire detection systems and the cumulative
         cost thereof during the term of this Lease as extended does not exceed
         $10,000.00.

                                                             Initials:_____
                                                                      _____

                           (b) CONSENT. Any Alterations or Utility Installations
         that Lessee shall desire to make and which require the consent of the
         Lessor shall be presented to Lessor in written form with detailed
         plans. All consents given by Lessor, whether by virtue of Paragraph
         7.3(a) or by subsequent specific consent, shall be deemed conditioned
         upon: (i) Lessee's acquiring all applicable permits required by
         governmental authorities; (ii) the furnishing of copies of such permits
         together with a copy of the plans and specifications for the Alteration
         or Utility Installation to Lessor prior to commencement of the work
         thereon; and (iii) the compliance by Lessee with all conditions of said
         permits in a prompt and expeditious manner. Any Alterations or Utility
         Installations by Lessee during the term of this Lease shall be done in
         a good and workmanlike manner, with good and sufficient materials, and
         be in compliance with all Applicable Requirements. Lessee shall
         promptly upon completion thereof furnish Lessor with as-built plans and
         specifications therefor. Lessor may, (but without obligation to do so)
         condition its consent to any requested Alteration or Utility
         Installation that costs $10,000.00 or more upon Lessee's providing
         Lessor with a lien and completion bond in an amount equal to one and
         one-haft times the estimated cost of such Alteration or Utility
         Installation.
 
                           (c) LIEN PROTECTION. Lessee shall pay when due all
         claims for labor or materials furnished or alleged to have been
         furnished to or for Lessee at __________ or for use on the Premises,
         which claims are or may be secured by any mechanic's or materialmen's
         lien against the Premises or any interest therein. Lessee shall give
         Lessor not less than ten (10) days' notice prior to the commencement of
         any work in, on, or about the Premises, and Lessor shall have the right
         to post notices of non-responsibility in or on the Premises as provided
         by law. If Lessee shall, in good faith, contest the validity of any
         such lien, claim or demand, then Lessee shall, at its sole expense,
         defend and protect itself, Lessor and the Premises against the same and
         shall pay and satisfy any such adverse judgment that may be rendered
         thereon before the enforcement thereof against the Lessor or the
         Premises. If Lessor shall require, Lessee shall furnish to Lessor a
         surety bond satisfactory to Lessor in an amount equal to one and
         one-half times the amount of such contested lien claim or demand,
         indemnifying Lessor against liability for the same, as required by law
         for the holding of the Premises free from the effect of such lien or
         claim. In addition, Lessor may require Lessee to pay Lessor's
         attorneys' fees and costs in participating in such action if Lessor
         shall decide it is to its best interest to do so.

                  7.4    OWNERSHIP, REMOVAL, SURRENDER, AND RESTORATION.

                           (a) OWNERSHIP. Subject to Lessor's right to require
         their removal and to cause Lessee to become the owner thereof as
         hereinafter provided in this Paragraph 7.4, all Alterations and Utility
         Installations made to the Premises by Lessee shall be the property of
         and owned by Lessee, but considered a part of the Premises. Lessor may,
         at any time and at its option, elect in writing to Lessee to be the
         owner of all or any specified part of the Lessee-Owned Alterations and
         Utility Installations. Unless otherwise instructed per Subparagraph
         7.4(b) hereof, all Lessee-Owned Alterations and Utility Installations
         shall, at the expiration or earlier termination of this Lease, become
         the property of Lessor and remain upon the Premises and be surrendered
         with the Premises by Lessee.

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

                           (c) SURRENDER/RESTORATION. Lessee shall surrender the
         Premises by the end of the last day of the Lease term or any earlier
         termination date, clean and free of debris and in good operating order,
         condition and state of repair, ordinary wear and tear excepted.
         Ordinary wear and tear shall not include any damage or deterioration
         that would have been prevented by good maintenance practice or by
         Lessee performing all of its obligations under this Lease. Except as
         otherwise agreed or specified herein, the Premises, as surrendered,
         shall include the Alterations and Utility Installations. The obligation
         of Lessee shall include the repair of any damage occasioned by the
         installation, maintenance or removal of Lessee's Trade Fixtures,
         furnishings, equipment, and Lessee-Owned Alterations and Utility
         Installations, as well as the removal of any storage tank installed by
         or for Lessee, and the removal, replacement, or remediation of any
         soil, material or ground water contaminated by Lessee, all as may then
         be required by Applicable Requirements and/or good practice. Lessee's
         Trade Fixtures shall remain the property of Lessee and shall be removed
         by Lessee subject to its obligation to repair and restore the Premises
         per this Lease.

         8.   INSURANCE; INDEMNITY.

                  8.1 PAYMENT OF PREMIUMS. The cost of the premium for the
         insurance policies maintained by Lessor under this Paragraph 8 shall be
         a Common Area Operating Expanse pursuant to Paragraph 4.2 hereof.
         Premiums for policy periods commencing prior to, or extending beyond,
         the term of this Lease shall be pro-rated to coincide with the
         corresponding Commencement Date or Expiration Date.

                 8.2   LIABILITY INSURANCE.

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

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

                  8.3 PROPERTY INSURANCE-BUILDING, IMPROVEMENTS AND RENTAL
         VALUE.

                           (a) BUILDING END IMPROVEMENTS. Lessor shall obtain
         and keep in force during the term of this Lease a policy or policies in
         the name of Lessor, with loss payable to Lessor and to any Lender(s),
         insuring against loss or damage to the Premises. Such insurance shall
         be for full replacement cost, as the same shall exist from time to
         time, or the amount required by any Lender(s), but in no event more
         than the commercially reasonable and available insurable value thereof
         if, by reason of the unique nature or age of the improvements involved,
         such latter amount is less than full replacement cost. Lessee-Owned
         Alterations and Utility Installations, Trade Fixtures and Lessee's
         personal property shall be insured by Lessee pursuant to Paragraph 8.4.
         If the coverage is available and commercially appropriate, Lessor's
         policy or policies shall insure against all risks of direct physical
         loss or damage (except the perils of flood and/or earthquake unless
         required by a Lender), including coverage for any additional costs
         resulting from debris removal and reasonable amounts of coverage for
         the enforcement of any ordinance or law regulating the reconstruction
         or replacement of any undamaged sections of the 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 loss, but
         not including plate glass insurance. Said policy or policies shall also
         contain an agreed valuation provision in lieu of any co-insurance
         clause, waiver of subrogation, and inflation guard protection causing
         an increase in the annual property insurance coverage amount by a
         factor of not less than the adjusted U.S. Department of Labor Consumer
         Price Index for All Urban Consumers for the city nearest to where the
         Premises are located.

                           (b) RENTAL VALUE. Lessor shall also obtain and keep
         in force during the term of this Lease a policy or policies in the name
         of Lessor, with loss payable to Lessor and any Lender(s), insuring the
         loss of the full rental and other charges payable by all lessees of the
         Building to Lessor for one year (including all Real Property Taxes,
         insurance costs, all Common Area operating Expenses and any scheduled
         rental increases). Said insurance may provide that in the event the
         Lease is terminated by reason of an insured loss, the period of
         indemnity for such coverage shall be extended beyond the date of the
         completion of repairs or replacement of the Premises, to provide for
         one full year's loss of rental revenues from the date of any such loss.
         Said insurance shall contain an agreed valuation provision in lieu of
         any co-insurance clause, and the amount of coverage shall be adjusted
         annually to reflect the projected rental income, Real Property Taxes,
         insurance premium costs and other expenses, if any, otherwise payable,
         for the next 12-month period. Common Area Operating Expenses shall
         include any deductible amount in the event of such loss.

                           (c) ADJACENT PREMISES. Lessee shall pay for any
         increase in the premiums for the property insurance of the Building and
         for the Common Areas or other buildings in the Industrial Center if
         said increase is caused by Lessee's acts, omissions, use or occupancy
         of the Premises.
 
                           (d) LESSEE'S IMPROVEMENTS. Since Lessor is the
         Insuring Party, Lessor shall not be required to insure Lessee-Owned
         Alterations and Utility Installations unless the item in question has
         become the property of Lessor under the terms of this Lease. SEE
         ADDENDUM

                  8.4 LESSEE'S PROPERTY INSURANCE. Subject to the requirements
         of Paragraph 8.5, Lessee at its cost shall either by separate policy
         or, at Lessor's option, by endorsement to a policy already carded,
         maintain insurance coverage on all of Lessee's personal property, Trade
         Fixtures and Lessee-Owned Alterations and Utility Installations in, on,
         or about the Premises similar in coverage to that carried by Lessor as
         the Insuring Party under Paragraph 8.3(a). Such insurance shall be full
         replacement cost coverage with a deductible not to exceed $1,000 per
         occurrence. The proceeds from any such insurance shall be used by
         Lessee for the replacement of personal property and the restoration of
         Trade Fixtures and Lessee-Owned Alterations and Utility Installations.
         Upon request from Lessor, Lessee shall provide Lessor with written
         evidence that such insurance is in force.

                  8.5 INSURANCE POLICIES. Insurance required hereunder shall be
         in companies duly licensed to transact business in the state where the
         Premises are located, and maintaining during the policy term a "General
         Policyholders Rating" of at least B+, V, or such other rating as may be
         required by a Lender, as set forth in the most current issue of "Best's
         Insurance Guide." Lessee shall not do or permit to be done anything
         which shall invalidate the insurance policies referred to in this
         Paragraph 8. Lessee shall cause to be delivered to Lessor, within seven
         (7) days after the earlier of the Early Possession Date or the
         Commencement Date, certified copies of, or certificates evidencing the
         existence and amounts of, the insurance required under Paragraph 8.2(a)
         and 8.4. No such policy shall be cancelable or subject to modification
         except after thirty (30) days' prior written notice to Lessor. Lessee
         shall at least thirty (30) days prior to the expiration of such
         policies and charge the cost thereof to Lessee, which amount shall be
         payable by Lessee to Lessor upon demand.

                  8.6 WAIVER OF SUBROGATION. Without affecting any other rights
         or remedies, Lessee and Lessor each hereby release and relieve the
         other, and waive their entire right to recover damages (whether in
         contract or in tort) against the other, for loss or damage to their
         property arising out of or incident to the perils required to be
         insured against under Paragraph 8. The effect of such releases and
         waivers of the right to recover damages shall not be limited by the
         amount of insurance carried or required, or by any deductibles
         applicable thereto. Lessor and Lessee agree to have their respective
         insurance companies issuing property damage insurance waive any right
         to subrogation that such companies may have against Lessor or Lessee,
         as the case may be, so long as the insurance is not invalidated
         thereby.

                                                               Initials:_____
                                                                        _____

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

                  8.8 EXEMPTION OF LESSOR FROM LIABILITY. Lessor shall not be
         liable for injury or damage to the person or goods, wares, merchandise
         or other property of Lessee, Lessee's employees, contractors, invitees,
         customers, or any other person in or about the Premises, whether such
         damage or injury is caused by or results from fire, steam, electricity,
         gas, water or rain, or from the breakage, leakage, obstruction or other
         defects of pipes, fire sprinklers, wires, appliances, plumbing, air
         conditioning or lighting fixtures, or from any other cause, whether
         said injury or damage results from conditions arising upon the Premises
         or upon other portions of the Building of which the Premises are a
         part, from other sources or places, and regardless of whether the cause
         of such damage or injury or the means of repairing the same is
         accessible or not. Lessor shall not be liable for any damages arising
         from any act or neglect of any other lessee of Lessor nor from the
         failure by Lessor to enforce the provisions of any other lease in the
         Industrial Center. Notwithstanding Lessor's negligence or breach of
         this Lease, Lessor shall under no circumstances be liable for injury to
         Lessee's business or for any loss of income or profit therefrom.

         9.   DAMAGE OR DESTRUCTION.

                  9.1   DEFINITIONS.

                           (a) "PREMISES PARTIAL DAMAGE" shall mean damage or
         destruction to the Premises, other than Lessee-Owned Alterations and
         Utility Installations, the repair cost of which damage or destruction
         is less than fifty percent (50%) of the then Replacement Cost (as
         defined in Paragraph 9.1 (d)) of the Premises (excluding Lessee-Owned
         Alterations and Utility Installations and Trade Fixtures) immediately
         prior to such damage or destruction.

                           (b) "PREMISES TOTAL DESTRUCTION" shall mean damage or
         destruction to the Premises, other than Lessee-Owned Alterations and
         Utility Installations, the repair cost of which damage or destruction
         is fifty percent (50%) or more of the than Replacement Cost of the
         Premises (excluding Lessee-Owned Alterations and Utility Installations
         and Trade Fixtures) immediately prior to such damage or destruction. In
         addition, damage or destruction to the Building, other than
         Lessee-Owned Alterations and Utility Installations and Trade Fixtures
         of any lessees of the Building, the cost of which damage or destruction
         is fifty percent (50%) or more of the then Replacement Cost (excluding
         Lessee-Owned Alterations and Utility Installations and Trade Fixtures
         of any lessees of the Building) of the Building shall, at the option of
         Lessor, be deemed to be Premises Total Destruction.

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

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

                           (e) "HAZARDOUS SUBSTANCE CONDITION" shall mean the
         occurrence or discovery of a condition involving the presence of, or a
         contamination by, a Hazardous Substance as defined in Paragraph 6.2(a),
         in, on, or under the Premises.

                  9.2 PREMISES PARTIAL DAMAGE - INSURED LOSS. If Premises
         Partial Damage that is an Insured Loss occurs, then Lessor shall, at
         Lessor's expense, repair such damage (but not Lessee's Trade Fixtures
         or Lessee-Owned Alterations and Utility Installations) as soon as
         reasonably possible and this Lease shall continue in full force and
         effect. In the event, however, that there is a shortage of insurance
         proceeds and such shortage is due to the fact that, by reason of the
         unique nature of the improvements in the Premises, full replacement
         cost insurance coverage was not commercially reasonable and available,
         Lessor shall have no obligation to pay for the shortage in insurance
         proceeds or to fully restore the unique aspects of the Premises unless
         Lessee provides Lessor with the funds to cover same, or adequate
         assurance thereof, within ten (10) days following receipt of written
         notice of such shortage and request therefor. If Lessor receives said
         funds or adequate assurance thereof within said ten (10) day period,
         Lessor shall complete them as soon as reasonably possible and this
         Lease shall remain in full force and effect. If Lessor does not receive
         such funds or assurance within said period, Lessor may nevertheless
         elect by written notice to Lessee within ten (10) days thereafter to
         make such restoration and repair as is commercially reasonable with
         Lessor paying any shortage in proceeds, in which case this Lease shall
         remain in full force and effect. If Lessor does not receive such funds
         or assurance within such ten (10) day period. Premises Partial Damage
         due to flood or earthquake shall be subject to Paragraph 9.3 rather
         than Paragraph 9.2, notwithstanding that there may be some insurance
         coverage, but the net proceeds of any such insurance shall be made
         available for the repairs it made by either Party.

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

                  9.4 TOTAL DESTRUCTION. Notwithstanding any other provision
         hereof, if Premises Total Destruction occurs (including any destruction
         required by any authorized public authority), this Lease shall
         terminate sixty (60) days following the date of such Premises Total
         Destruction, whether or not the damage or destruction is an Insured
         Loss or was caused by a negligent or willful act of Lessee. In the
         event, however, that the damage or destruction was caused by Lessee,
         Lessor shall have the right to recover Lessor's damages from Lessee
         except as released and waived in Paragraph 9.7.

                  9.5 DAMAGE NEAR END OF TERM. If at any time during the last
         six (6) months of the term of this Lease there is damage for which the
         cost to repair exceeds one month's Base Rent, whether or not an Insured
         Loss, Lessor may, at Lessor's option, terminate this Lease effective
         sixty (60) days following the date of occurrence of such damage by
         giving written notice to Lessee of Lessor's election to do so within
         thirty (30) days after the date of occurrence of such damage. Provided,
         however, if Lessee at that time has an exercisable option to extend
         this Lease or to purchase the Premises, then Lessee may preserve this
         Lease by (a) exercising such option, and (b) providing Lessor with any
         shortage in insurance proceeds (or adequate assurance thereof) needed
         to make the repairs on or before the earlier of (i) the date which is
         ten (10) days after Lessee's receipt of Lessor's written notice
         purporting to terminate this Lease, or (ii) the day prior to the date
         upon which such option expires. If Lessee duly exercises such option
         during such period and provides Lessor with funds (or adequate
         assurance thereof) to cover any shortage in insurance proceeds, Lessor
         shall, at Lessor's expense repair such damage as soon as reasonably
         possible and this Lease shall continue in full force and effect. If
         Lessee fails to exercise such option and provide such funds or
         assurance during such period, then this Lease shall terminate as of the
         date set forth in the first sentence of this Paragraph 9.5.

                  9.6   ABATEMENT OF RENT; LESSEE'S REMEDIES.

                           (a) In the event of (i) Premises Partial Damage or
         (ii) Hazardous Substance Condition for Which Lessee is not legally
         responsible, the Base Rent, Common Area Operating Expenses and other
         charges, if any, payable by Lessee hereunder for the period during
         which such damage or condition, its repair, remediation or restoration
         continues, shall be abated in proportion to the degree to which
         Lessee's use of the Premises is impaired, but not in excess of proceeds
         from insurance required to be carried under Paragraph 8.3(b). Except
         for abatement of Base Rent, Common Area Operating Expenses and other
         charges, if any, as aforesaid, all other obligations of Lessee
         hereunder shall be performed by Lessee, and Lessee shall have no claim
         against Lessor for any damage suffered by reason of any such damage,
         destruction, repair, remediation or restoration.

                           (b) If Lessor shall be obligated to repair or restore
         the Premises under the provisions of this Paragraph 9 and shall not
         commence, in a substantial and meaningful way, the repair or
         restoration of the Premises within ninety (90) days after such
         obligation shall accrue, Lessee may, at any time prior to the
         commencement of such repair or restoration, give written notice to
         Lessor and to any Lenders of which Lessee has actual notice of Lessee's
         election to terminate this Lease on a date not less than sixty (60)
         days following the giving of such notice. If Lessee gives such notice
         to Lessor and such Lenders and such repair or restoration is not
         commenced within thirty (30) days after receipt of such notice, this
         Lease shall terminate as of the date specified in said notice. If
         Lessor or a Lender commences the repair or restoration of the Premises
         within thirty (30) days after the receipt of such notice, this Lease
         shall continue in full force and effect. "COMMENCE" as used in this
         Paragraph 9.6 shall mean either the unconditional authorization of the
         preparation of the required plans, or the beginning of the actual work
         on the Premises, whichever occurs first.

                                                            Initials:______
                                                                     ______

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

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

         10.   REAL PROPERTY TAXES.

                  10.1 PAYMENT OF TAXES. Lessor shall pay the Real Property
         Taxes, as defined in Paragraph 10.2, applicable to the Industrial
         Center, and except as otherwise provided in Paragraph 10.3, any such
         amounts shall be included in the calculation of Common Area Operating
         Expenses in accordance with the provisions of Paragraph 4.2.

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

                  10.3 ADDITIONAL IMPROVEMENTS. Common Area Operating Expenses
         shall not include Real Property Taxes specified in the tax assessor's
         records and work sheets as being caused by additional improvements
         placed upon the Industrial Center by other lessees or by Lessor for the
         exclusive enjoyment of such other lessees. Notwithstanding Paragraph
         10.1 hereof, Lessee shall, however, pay to Lessor at the time Common
         Area Operating Expenses are payable under Paragraph 4.2, the entirety
         of any increase in Real Property Taxes if assessed solely by reason of
         Alterations, Trade Fixtures or Utility Installations placed upon the
         Premises by Lessee or at Lessee's request.

                  10.4 JOINT ASSESSMENT. If the Building is not separately
         assessed, Real Property Taxes allocated to the Building shall be an
         equitable proportion of the Real Property Taxes for all of the land and
         improvements included within the tax parcel assessed, such proportion
         to be determined by Lessor from the respective valuations assigned in
         the assessor's work sheets or such other information as may be
         reasonably available. Lessor's reasonable determination thereof, in
         good faith, shall be conclusive.

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

         11. UTILITIES. Lessee shall pay directly for all utilities and services
         supplied to the Premises, including but not limited to electricity,
         telephone, security, gas and cleaning of the Premises, together with
         any taxes thereon. If any such utilities or services are not separately
         metered to the Premises or separately billed to the Premises, Lessee
         shall pay to Lessor a reasonable proportion to be determined by Lessor
         of all such charges jointly metered or billed with other premises in
         the Building, in the manner and within the time periods set forth in
         Paragraph 4.2(d).

         12.   ASSIGNMENT AND SUBLETTING.

                  12.1   LESSOR'S CONSENT REQUIRED.

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

                           (b) A change in the control of Lessee shall
         constitute an assignment requiring Lessor's consent. The transfer, on a
         cumulative basis, of twenty-five percent (25%) or more of the voting
         control of Lessee shall constitute a change in control for this
         purpose.

                           (c) The involvement of Lessee or its assets in any
         transaction, or series of transactions (by way of merger, sale,
         acquisition, financing, refinancing, transfer, leveraged buy-out or
         otherwise), whether or not a formal assignment or hypothecation of this
         Lease or Lessee's assets occurs, which results or will result in a
         reduction of the Net Worth of Lessee, as hereinafter defined, by an
         amount equal to or greater than twenty-five percent (25%) of such Net
         Worth of Lessee as it was represented to Lessor at the time of full
         execution and delivery of this Lease or at the time of the most recent
         assignment to which Lessor has consented, or as it exists immediately
         prior to said transaction or transactions constituting such reduction,
         at whichever time said Net Worth of Lessee was or is greater, shall be
         considered an assignment of this Lease by Lessee to which Lessor may
         reasonably withheld its consent. "NET WORTH OF LESSEE" for purposes of
         this Lease shall be the net worth of Lessee (excluding any Guarantors)
         established under generally accepted accounting principles consistently
         applied.

                           (d) An assignment or subletting of Lessee's interest
         in this Lease without Lessor's specific prior written consent shall, at
         Lessor's option, be a Default curable after notice per Paragraph 13.1,
         or a non-curable Breach without the necessity of any notice and grace
         period. If Lessor elects to treat such unconsented to assignment or
         subletting as a non-curable Breach, Lessor shall have the right to
         either: (i) terminate this Lease, or (ii) upon thirty (30) days'
         written notice ("LESSOR'S NOTICE"), increase the monthly Base Rent for
         the Premises to the greeter of the then fair market rental value of the
         Premises, as reasonably determined by Lessor, or one hundred ten
         percent (110%) of the Base Rent then in effect. Pending determination
         of the new fair market rental value, if disputed by Lessee, Lessee
         shall pay the amount set forth in Lessor's Notice, with any overpayment
         credited against the next installment(s) of Base Rent coming due, and
         any underpayment for the period retroactively to the effective date of
         the adjustment being due and payable immediately upon the determination
         thereof. Further, in the event of such Breach and rental adjustment,
         (i) the purchase price of any option to purchase the Premises held by
         Lessee shall be subject to similar adjustment to the then fair market
         value as reasonably determined by Lessor (without the Lease being
         considered an encumbrance or any deduction for depreciation or
         obsolescence, and considering the Premises at its highest and bast use
         and in good condition) or one hundred ten percent (110%) of the price
         previously in effect, (ii) any index-oriented rental or price
         adjustment formulas contained in this Lease shall be adjusted to
         require that the base index be determined with reference to the index
         applicable to the time of such adjustment, and (iii) any fixed rental
         adjustments scheduled during the remainder of the Lease term shall be
         increased in the same ratio as the new rental hears to the Base Rent in
         effect immediately prior to the adjustment specified in Lessor's
         Notice.

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

                  12.2 TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND
         SUBLETTING.

                           (a) Regardless of Lessor's consent, any assignment or
         subletting shall not (i) be effective without the express written
         assumption by such assignee or sublessee of the obligations of Lessee
         under this Lease, (ii) release Lessee of any obligations hereunder, nor
         (iii) alter the primary liability of Lessee for the payment of Base
         Rent and other sums due Lessor hereunder or for the performance of any
         other obligations to he performed by Lessee under this Lease.

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

                           (c) The consent of Lessor to any assignment or
         subletting shall not constitute a consent to any subsequent assignment
         or subletting by Lessee or to any subsequent or successive assignment
         or subletting by the assignee or sublessee. However, Lessor may consent
         to subsequent subletting and assignments of the sublease or any
         amendments or modifications thereto without notifying Lessee or anyone
         else liable under this Lease or the sublease and without obtaining
         their consent, and such action shall not relieve such persons from
         liability under this Lease or the sublease.

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

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

                                                                  Initials:_____
                                                                           _____

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

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

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

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

                           (e) Lessor shall deliver a copy of any notice of
         Default or Breach by Lessee to the sublessee, who shall have the right
         to cure the Default of Lessee within the grace period, if any,
         specified in such notice. The sublessee shall have a right of
         reimbursement and offset from and against Lessee for any such Defaults
         cured by the sublessee.

         13.   DEFAULT; BREACH; REMEDIES.
 
                 13.1 DEFAULT; BREACH. Lessor and Lessee agree that if an
         attorney is consulted by Lessor in connection with a Lessee Default or
         Breach (as hereinafter defined}, $350.00 is a reasonable minimum sum
         per such occurrence for legal services and costs in the preparation and
         service of a notice of Default, and that Lessor may include the cost of
         such services and costs in said notice as rent due and payable to cure
         said default. A "DEFAULT" by Lessee is defined as a failure by Lessee
         to observe, comply with or perform any of the terms, covenants,
         conditions or roles applicable to Lessee under this Lease. A "BREACH"
         by Lessee is defined as the occurrence of any one or more of the
         following Defaults, and, where a grace period for cure after notice is
         specified herein, the failure by Lessee to cure such Default prior to
         the expiration of the applicable grace period, and shall entitle Lessor
         to pursue the remedies set forth in Paragraphs 13.2 and/or 13.3:

                           (b) Except as expressly otherwise provided in this
         Lease, the failure by Lessee to make any payment of Base Rent, Lessee's
         Share of Common Area Operating Expenses, or any other monetary payment
         required to be made by Lessee hereunder as and when due, the failure by
         Lessee to provide Lessor with reasonable evidence of insurance or
         surety bond required under this Lease, or the failure of Lessee to
         fulfill any obligation under this Lease which endangers or threatens
         life or property, where such failure continues for a period of three
         (3) BUSINESS days following written notice thereof by or on behalf of
         Lessor to Lessee.

                           (c) Except as expressly otherwise provided in this
         Lease, the failure by Lessee to provide Lessor with reasonable written
         evidence (in duly executed original form, if applicable) of (i)
         compliance with Applicable Requirements per Paragraph 6.3, (ii) the
         inspection, maintenance and service contracts required under Paragraph
         7.1 (b), (iii) the rescission of an unauthorized assignment or
         subletting per Paragraph 12.1, (iv) a Tenancy Statement per Paragraphs
         16 or 37, (v) the subordination or non-subordination of this Lease per
         Paragraph 30, (vi) the guaranty of the performance of Lessee's
         obligations under this Lease if required under Paragraphs 1.11 and 37,
         (vii) the execution of any document requested under Paragraph 42
         (easements), or (viii) any other documentation or information which
         Lessor may reasonably require of Lessee under the terms of this lease,
         where any such failure continues for a period of ten (10) days
         following written notice by or on behalf of Lessor to Lessee.

                           (d) A Default by Lessee as to the terms, covenants,
         conditions or provisions of this Lease, or of the rules adopted under
         Paragraph 40 hereof that are to be observed, complied with or performed
         by Lessee, other than those described in Subparagraphs 13.1 (a), (b) or
         (c), above, where such Default continues for a period of thirty (30)
         days after written notice thereof by or on behalf of Lessor to Lessee;
         provided, however, that if the nature of Lessee's Default is such that
         more than thirty (30) days are reasonably required for its cure, then
         it shall not be deemed to be a Breach of this Lease by Lessee if Lessee
         commences such cure within said thirty (30) day period and thereafter
         diligently prosecutes such cure to completion.

                           (e) The occurrence of any of the following events:
         (i) the making by Lessee of any general arrangement or assignment for
         the benefit of creditors; (ii) Lessee's becoming a "debtor" as defined
         in 11 U.S. Code Section 101 or any successor statute thereto (unless,
         in the case of a petition filed against Lessee, the same is dismissed
         within sixty (60) days); (iii) the appointment of a trustee or receiver
         to take possession of substantially all of Lessee's assets located at
         the Premises or of Lessee's interest in this Lease, where possession is
         not restored to Lessee within thirty (30) days; or (iv) the attachment,
         execution or other judicial seizure of substantially all of Lessee's
         assets located at the Premises or of Lessee's interest in this Lease,
         where such seizure is not discharged within thirty (30) days; provided,
         however, in the event that any provision of this Subparagraph 13.1 (e)
         is contrary to any applicable law, such provision shall be of no force
         or effect, and shall not affect the validity of the remaining
         provisions.

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

                  13.2 REMEDIES. If Lessee fails to perform any affirmative duty
         or obligation of Lessee under this Lease, within ten (10) days after
         written notice to Lessee (or in case of an emergency, without notice),
         Lessor may at its option (but without obligation to do so), perform
         such duty or obligation on Lessees behalf, including but not limited to
         the obtaining of reasonably required bends, insurance policies, or
         governmental licenses, permits or approvals. The costs and expenses of
         any such performance by Lessor shall be due and payable by Lessee to
         Lessor upon invoice therefor. If any check given to Lessor by Lessee
         shall not be honored by the bank upon which it is drawn, Lessor, at its
         own option, may require all future payments to be made under this Lease
         by Lessee to be made only by cashier's check. In the event of a Breach
         of this Lease by Lessee (as defined in Paragraph 13.1), with or without
         further notice or demand, and without limiting Lessor in the exercise
         of any right or remedy which Lessor may have by reason of such Breach,
         Lessor may:

                           (a) Terminate Lessee's right to possession of the
         Premises by any lawful means, in which case this Lease and the term
         hereof shall terminate and Lessee shall immediately surrender
         possession of the Premises to Lessor. In such event Lessor shall be
         entitled to recover from Lessee: (i) the worth at the time of the award
         of the unpaid rent which had been earned at the time of termination;
         (ii) the worth at the time of award of the amount by which the unpaid
         rent which would have been earned after termination until the time of
         award exceeds the amount of such rental loss that the Lessee proves
         could have been reasonably avoided; (iii) the worth at the time of
         award of the amount by which the unpaid rent for the balance of the
         term after the time of award exceeds the amount of such rental loss
         that the Lessee proves could be reasonably avoided; and (iv) any other
         amount necessary to compensate Lessor for all the detriment proximately
         caused by the Lessee's failure to perform its obligations under this
         Lease or which in the ordinary course of things would be likely to
         result therefrom, including but not limited to the cost of recovering
         possession of the Premises, expenses of reletting, including necessary
         renovation and alteration of the Premises, reasonable attorneys' fees,
         and that portion of any leasing commission paid by Lessor in connection
         with this Lease applicable to the unexpired term of this Lease. The
         worth at the time of award of the amount referred to in provision (iii)
         of the immediately preceding sentence shall be computed by discounting
         such amount at the discount rate of the Federal Reserve Bank of San
         Francisco or the Federal Reserve Bank District in which the Premises
         are located at the time of award plus one percent (1%). Efforts by
         Lessor to mitigate damages caused by Lessee's Default or Breach of this
         Lease shall not waive Lessor's right to recover damages under this
         Paragraph 13.2. If termination of this Lease is obtained through the
         provisional remedy of unlawful detainer, Lessor shall have the right to
         recover in such proceeding the unpaid rent and damages as are
         recoverable therein, or Lessor may reserve the right to recover all or
         any part thereof in a separate suit for such rent and/or damages. If a
         notice and grace period required under Subparagraph 13.1 (b), (c) or
         (d) was not previously given, a notice to pay rent or quit, or to
         perform or quit, as the case may be, given to Lessee under any statute
         authorizing the forfeiture of leases for unlawful detainer shall also
         constitute the applicable notice for grace period purposes required by
         Subparagraph 13.1 (b),(c) or (d). In such case, the applicable grace
         period under the unlawful detainer statue shall run concurrently after
         the one such statutory notice, and the failure of Lessee to cure the
         Default within the greater of the two (2) such grace periods shall
         constitute both an unlawful detainer and a Breach of this Lease
         entitling Lessor to the remedies provided for in this Lease and/or by
         said statute.

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

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

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

                                                       Initials:_____
                                                                _____

                  13.3 INDUCEMENT RECAPTURE IN EVENT OF BREACH. Any agreement by
         Lessor for tree or abated rent or other charges applicable to the
         Premises, or for the giving or paying by Lessor to or for Lessee of any
         cash or other bonus, inducement or consideration for Lessee's entering
         into this Lease, all of which concessions are hereinafter referred to
         as "INDUCEMENT PROVISIONS" shall be deemed conditioned upon Lessee's
         full and faithful performance of all of the terms, covenants and
         conditions of this Lease to be performed or observed by Lessee during
         the term hereof as the same may be extended. Upon the occurrence of a
         Breach (as defined in Paragraph 13.1) of this Lease by Lessee, any such
         Inducement Provision shall automatically be deemed deleted from this
         Lease and of no further force or effect, and any rent, other charge,
         bonus, inducement or consideration theretofore abated, given or paid by
         Lessor under such an Inducement Provision shall be immediately due and
         payable by Lessee to Lessor, and recoverable by Lessor, as additional
         rent due under this Lease, notwithstanding any subsequent cure of said
         Breach by Lessee. The acceptance by Lessor of rent or the sure of the
         Breach which initiated the operation of this Paragraph 13.3 shall not
         be deemed a waiver by Lessor of the provisions of this Paragraph 13.3
         unless specifically so stated in written by Lessor at the time of such
         acceptance.

                  13.4 LATE CHARGES. Lessee hereby acknowledges that late
         payment by Lessee to Lessor of rent and other sums due hereunder will
         cause Lessor to incur costs not contemplated by this Lease, the exact
         amount of which will be extremely difficult to ascertain. Such costs
         include, but are not limited to, processing and accounting charges. and
         late charges which may be imposed upon Lessor by the terms of any
         ground lease, mortgage or deed of trust covering the Premises.
         Accordingly, if any installment of rent or other sum due from Lessee
         shall not be received by Lessor or Lessor's designee within ten (10)
         days after such amount shall be due, then, without any requirement for
         notice to Lessee, Lessee shall pay to Lessor a late charge equal to six
         percent (6%) of such overdue amount. The parties hereby agree that such
         late charge represents a fair and reasonable estimate of the costs
         Lessor will incur by reason of late payment by Lessee. Acceptance of
         such late charge by Lessor shall in no event constitute a waiver of
         Lessee's Default or Breach with respect to such overdue amount, nor
         prevent Lessor from exercising any of the other rights and remedies
         granted hereunder. In the event that a late charge is payable
         hereunder, whether or not collected, for three (3) consecutive
         installments of Base Rent, then notwithstanding Paragraph 4.1 or any
         other provision of this Lease to the contrary, Base Rent shall, at
         Lessor's option, become due and payable quarterly in advance.

                  13.5 BREACH BY LESSOR. Lessor shall not be deemed in breach of
         this Lease unless Lessor fails within a reasonable time to perform an
         obligation required to be performed by Lessor. For purposes of this
         Paragraph 13.5, a reasonable time shall in no event be less than
         fourteen (14) days after receipt by Lessor, and by any Lender(s) whose
         name and address shall have been furnished to Lessee in writing for
         such purpose, of written notice specifying wherein such obligation of
         Lessor has not been performed; provided, however, that if the nature of
         Lessor's obligation is such that more then thirty (30) days after such
         notice are reasonably required for its performance, then Lessor shall
         not be in breach of this Lease if performance is commenced within such
         thirty (30) day period and thereafter diligently pursued to completion.

         14. CONDEMNATION. If the Premises or any portion thereof are taken
         under the power of eminent domain or sold under the threat of the
         exercise of said power (ell of which are herein called "condemnation"),
         this Lease shall terminate as to the part so taken as of the date the
         condemning authority takes title or possession, whichever first occurs.
         If more than ten percent (10%) of the floor area of the Premises, or
         more than twenty-five percent (25%) of the portion of the Common Areas
         designated for Lessee's parking, is taken by condemnation, Lessee may,
         at Lessee's option, to be exercised in writing within THIRTY (30) days
         after Lessor shall have given Lessee written notice of such taking (or
         in the absence of such notice, within ten (10) days after the
         condemning authority shall have taken possession) terminate this Lease
         as of the date the condemning authority takes such possession. If
         Lessee does not terminate this Lease in accordance with the foregoing,
         this Lease shall remain in full force and effect as to the portion of
         the Premises remaining, except that the Base Rent shall be reduced in
         the same proportion as the rentable floor area of the Premises taken
         bears to the total rentable floor area of the Premises. No reduction of
         Base Rent shall occur if the condemnation does not apply to any portion
         of the Premises. Any award for the taking of all or any part of the
         Premises under the power of eminent domain or any payment made under
         threat of the exercise of such power shall be the property of Lessor,
         whether such award shall be made as compensation for diminution of
         value of the leasehold or for the taking of the fee, or as severance
         damages; provided, however, that Lessee shall be entitled to any
         compensation, separately awarded to Lessee for Lessee's relocation
         expenses and/or loss of Lessee's Trade Fixtures. In the event that this
         Lease is not terminated by reason of such condemnation, Lessor shall to
         the extent of its net severance damages received, over and above
         Lessee's Share of the legal and other expenses incurred by Lessor in
         the condemnation matter, repair any damage to the Premises caused by
         such condemnation authority. Lessee shall be responsible for the
         payment of any amount in excess of such net severance damages required
         to complete such repair.

         15.   BROKERS' FEES.

                  15.1 PROCURING CAUSE. The Broker(s) named in Paragraph 1.10
         is/are the procuring cause of this Lease.

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

                  15.3 ASSUMPTION OF OBLIGATIONS. Any buyer or transferee of
         Lessor's interest in this Lease, whether such transfer is by agreement
         or by operation of law, shall be deemed to have assumed Lessor's
         obligation under this Paragraph 15. Each Broker shall be an intended
         third party beneficiary of the provisions of Paragraph 1.10 and of this
         Paragraph 15 to the extent of its interest in any commission arising
         from this Lease and may enforce that right directly against Lessor and
         its successors.

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

         16.   TENANCY AND FINANCIAL STATEMENTS.

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

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

         17. LESSOR'S LIABILITY. The term "LESSOR" as used herein shall mean the
         owner or owners at the time in question of the fee title to the
         Premises. In the event of a transfer of Lessor's title or interest in
         the Premises or in this Lease, Lessor shall deliver to the transferee
         or assignee (in cash or by credit) any unused Security Deposit held by
         Lessor at the time of such transfer or assignment. Except as provided
         in Paragraph 15.3, upon such transfer or assignment and delivery of the
         Security Deposit, as aforesaid, the prior Lessor shall be relieved of
         all liability with respect to the obligations and/or covenants under
         this Lease thereafter to be performed by the Lessor. Subject to the
         foregoing, the obligations and/or covenants in this Lease to be
         performed by the Lessor shall be binding only upon the Lessor as
         hereinabove defined.

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

         19. INTEREST ON PAST-DUE OBLIGATIONS. Any monetary payment due Lessor
         hereunder, other than late charges, not received by Lessor within ten
         (10) days following the date on which it was due, shall bear interest
         from the date due at the prime rate charged by the largest state
         chartered bank in the state in which the Premises are located plus four
         percent (4%) per annum, but not exceeding the maximum rate allowed by
         law, in addition to the potential late charge provided for in Paragraph
         13.4.

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

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

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

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         23.   NOTICES.

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

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

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

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


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

         28. COVENANTS AND CONDITIONS. All provisions of this Lease to be
         observed or performed by Lessee are both covenants and conditions.

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

         30.   SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

                  30.1 SUBORDINATION. This Lease and any Option granted hereby
         shall be subject and subordinate to any ground lease, mortgage, deed of
         trust, or other hypothecation or security device (collectively,
         "SECURITY DEVICE"), now or hereafter placed by Lessor upon the real
         property of which the Premises are a part, to any and all advances made
         on the security thereof, and to all renewals, modifications,
         consolidations, replacements and extensions thereof. Lessee agrees that
         the Lenders holding any such Security Device shall have no duty,
         liability or obligation to perform any of the obligations of Lessor
         under this Lease, but that in the event of Lessor's default with
         respect to any such obligation, Lessee will give any Lender whose name
         and address have been furnished Lessee in writing for such purpose
         notice of Lessor's default pursuant to Paragraph 13.5. If any Lender
         shall elect to have this Lease and/or any Option granted hereby
         superior to the lien of its Security Device and shall give written
         notice thereof to Lessee, this Lease and such Options shall be deemed
         prior to such Security Device, notwithstanding the relative dates of
         the documentation or recordation thereof.

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

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

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

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

         32. LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS. Lessor and Lessor's
         agents shall have the right to enter the Premises at any time, in the
         case of an emergency, and otherwise at reasonable times for the purpose
         of showing the same to prospective purchasers, lenders, or lessees, and
         making such alterations, repairs, improvements or additions to the
         Premises or to the Building, as Lessor may reasonably deem necessary.
         Lessor may at any time place on or about the Premises or Building any
         ordinary "For Sale" signs and Lessor may at any time during the last
         one hundred eighty (180) days of the term hereof place on or about the
         Premises any ordinary "For Lease" signs. All such activities of Lessor
         shall be without abatement of rent or liability to Lessee.

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

         34. SIGNS. Lessee shall not place any sign upon the exterior of the
         Premises or the Building, except that Lessee may, with Lessor's prior
         written consent, install (but not on the roof) such signs as are
         reasonably required to advertise Lessee's own business so long as such
         signs are in a location designated by Lessor and comply with Applicable
         Requirements and the signage criteria established for the Industrial
         Center by Lessor. The installation of any sign on the Premises by or
         for Lessee shall be subject to the provisions of Paragraph 7
         (Maintenance, Repairs, Utility Installations, Trade Fixtures and
         Alterations). Unless otherwise expressly agreed herein, Lessor reserves
         all rights to the use of the roof of the Building, and the right to
         install advertising signs on the Building, including the roof, which do
         not unreasonably interfere with the conduct of Lessee's business;
         Lessor shall be entitled to all revenues from such advertising signs.

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

         36.   CONSENTS.

                           (a) Except for Paragraph 33 hereof (Auctions) or as
         otherwise provided herein, wherever in this Lease the consent of a
         Party is required to an act by or for the other Party, such consent
         shall not be unreasonably withheld or delayed. Lessor's actual
         reasonable costs and expenses (including but not limited to
         architects', attorneys', engineers' and other consultants' fees)
         incurred in the consideration of, or response to, a request by Lessee
         for any Lessor consent pertaining to this Lease or the Premises,
         including but not limited to consents to an assignment a subletting or
         the presence or use of a Hazardous Substance, shall be paid by Lessee
         to Lessor upon receipt of an invoice and supporting documentation
         therefor. in addition to the deposit described in Paragraph 12.2(e),
         Lessor may, as a condition to considering any such request by Lessee,
         require that Lessee deposit with Lessor an amount of money (in addition
         to the Security

                                                         Initials:_____
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         Deposit held under Paragraph 5) reasonably calculated by Lessor to
         represent the cost Lessor will incur in considering and responding to
         Lessee's request. Any unused portion of said deposit shall be refunded
         to Lessee without interest. Lessor's consent to any act, assignment of
         this Lease or subletting of the Premises by Lessee shall not constitute
         an acknowledgment that no Default or Breach by Lessee of this Lease
         exists, nor shall such consent be deemed a waiver of any then existing
         Default or Breach, except as may be otherwise specifically stated in
         writing by Lessor at the time of such consent.

                           (b) All conditions to Lessor's consent authorized by
         this Lease are acknowledged by Lessee as being reasonable. The failure
         to specify herein any particular condition to Lessor's consent shall
         not preclude the impositions by Lessor at the time of consent of such
         further or other conditions as are then reasonable with reference to
         the particular matter for which consent is being given.

         37.   GUARANTOR

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

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

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

         39.   OPTIONS.

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


                  39.3 MULTIPLE OPTIONS. In the event that Lessee has any
         multiple Options to extend or renew this Lease, a later option cannot
         be exercised unless the prior Options to extend or renew this Lease
         have been validly exercised.

                  39.4   EFFECT OF DEFAULT ON OPTIONS.

                           (a) Lessee shall have no right to exercise an Option,
         notwithstanding any provision in the grant of Option to the contrary:
         (i) during the period commencing with the giving of any notice of
         Default under Paragraph 13.1 and continuing until the noticed Default
         is cured, or (ii) during the period of time any monetary obligation due
         Lessor from Lessee is unpaid (but regard to whether notice thereof is
         given Lessee), or (iii) during the time Lessee is in Breach of this
         Lease, or

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

                           (c) All rights of Lessee under the provisions of an
         option shall terminate and be of no further force or effect,
         notwithstanding Lessee's due and timely exercise of the Option, if,
         after such exercise and during the term of this Lease, (i) Lessee fails
         to pay to Lessor a monetary obligation of Lessee for a period of thirty
         (30) days after such obligation becomes due (without any necessity of
         Lessor to give notice thereof to Lessee), or (ii) Lessor gives to
         Lessee three (3) or more notices of separate Defaults under Paragraph
         13.1 during any twelve (12) month period, whether or not the Defaults
         are cured, or (iii) if Lessee commits a Breach of this Lease.

         40. RULES AND REGULATIONS. Lessee agrees that it will abide by, and
         keep and observe all reasonable rules and regulations ("Rules and
         Regulations") which Lessor may make from time to time for the
         management, safety, care, and cleanliness of the grounds, the parking
         and unloading of vehicles and the preservation of good order, as well
         as for the convenience of other occupants or tenants of the Building
         and the Industrial Center and their invitees.

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

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

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

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

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

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

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

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


                                                       Initials:_____
                                                                _____


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

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

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


<TABLE>
<CAPTION>
<S>     <C>                                                   <C>    
         Executed at:                                          Executed at:     Rocklin,CA
                                                               
         on:___________________________________________        on:      November 15, 1995
                                                               
                                                               
                                                               
                                                               
         By LESSOR:                                            By LESSEE:
                                                               
         BUZZ OATES ENTERPRISES II                             ZYTEC CORPORATION, A                              
                                                               Minesota Corporation          
                                                               
                                                               
         By:___________________________________________        By:______________________________
                                                               
         Name Printed:  Marvin L. Oates                        Name Printed: Tom Kent
                                                               
         Title:________________________________________        Title: General Manager
                                                               
         By:___________________________________________        By:______________________________
                                                               
         Name Printed:_________________________________        Name Printed:
                                                               
         Title:________________________________________        Title:___________________________
                                                               
         Address: 8615 Elder Creek Road, Sacto CA 95828        Address: 7575 Market Place Drive,
                                                               Eden Prairie, MINN
                                                               
         Telephone:(916)381-0609                               Telephone:(612) 941-1100
                                                               
         Facsimile:(916) 381-8671                              Facsimile: (   )_________________
                                                               
                                                               
                                                               
         BROKER:                                               BROKER:
                                                               
         Executed at:__________________________________        Executed at: ____________________
                                                               
         on:___________________________________________        on: _____________________________
                                                               
         By:___________________________________________        By:______________________________
                                                               
         Name Printed:_________________________________        Name Printed:____________________
                                                               
         Title:________________________________________        Title:___________________________
                                                               
         Address:______________________________________        Address:_________________________
                                                               
         Telephone:(   )_______________________________        Telephone:(   )__________________
                                                               
                                                               
         Facsimile: (   )______________________________        Facsimile: (   )_________________
                                                             
</TABLE>



                                                         Exhibit 10.19 Addendum



         ADDENDUM TO STANDARD INDUSTRIAL COMMERCIAL MULTI-TENANT NET, DATED
         SEPTEMBER 15, 1995 BY AND BETWEEN BUZZ OATES ENTERPRISES, II, A
         CALIFORNIA GENERAL PARTNERSHIP (LESSOR) AND ZYTEC CORPORATION, A
         MINNESOTA CORPORATION (LESSEE)

         2.1 (CONT.) In the event that part of the building becomes unusable,
         the monthly rent will be adjusted based prorata over the usable square
         foot space.

         2.4 (CONT) Lessee shall have six (6) months to accept the building as
         completed. This does not constitute a right of the Lessee to cancel
         this Lease within the first six (6) months, but shall have six (6)
         months from the day of occupancy to have Lessor complete construction,
         repair defections and "complete the building".

         3.2 (CONT) EARLY OCCUPANCY CLAUSE- WAIVER OF LIABILITY: Lessor consents
         to the entry of Lessee into and upon the premises 80 days after
         issuance of a building permit for the purpose of fixturization and
         additional tenant improvements. Prior to commencement date of this
         lease and during the period Lessor has consented to Lessee's entry into
         and upon the premises, Lessee shall indemnify and hold harmless Lessor
         from and against any and all claims arising from Lessee's use of the
         premises, or from the conduct of Lessee's business or from any
         activity, work or things done, permitted or suffered by Lessee in or
         about the premises or elsewhere, and shall further indemnify and hold
         harmless Lessor from and against any and all claims arising from any
         negligence of the Lessee, or any of Lessee's agents, contractors, or
         employees, and from and against all costs, attorney's fees, expenses
         and liabilities incurred in the defense of any such claim; Lessee upon
         notice from Lessor shall defend the same at Lessee's expense by counsel
         satisfactory to Lessor, Lessee, as a material part of the consideration
         to Lessor, hereby assumes all risk of damage to property or injury to
         persons, in or upon, or against the premises arising from any use, and
         Lessee hereby waives all claims in respect thereof against Lessor.

         3.3 DELAY IN POSSESSION: Lessor shall guarantee occupancy no later than
         March 1, 1996. Penalty shall be assessed to the Lessor in the amount of
         $2,000.00 per day for each day of delay in occupancy by Lessee. Lessee
         shall not, unless otherwise provided for herein, be obligated to pay
         rent or perform any other obligation of the terms of this Lease until
         Lessor delivers possession of the premises. Lessee agrees not to ask
         for possession of the premises prior to February 1, 1996.

         4.1 Schedule for the base rent shall be as follows:

         MONTHS 01-12                       $23,000.00
         MONTHS 13-24                       $23,920.00
         MONTHS 25-36                       $24,876.00
         MONTHS 37-48                       $25,872.00
         MONTHS 49-60                       $26,907.00

         4.2E Lessee's share shall not exceed the cost per square foot per month
         as follows:

         MONTHS 01-12                       $.055  PER SQUARE FOOT PER MONTH
         MONTHS 13-24                       $.0575 PER SQUARE FOOT PER MONTH
         MONTHS 25-36                       $.060  PER SQUARE FOOT PER MONTH
         MONTHS 37-48                       $.0625 PER SQUARE FOOT PER MONTH
         MONTHS 49-60                       $.065  PER SQUARE FOOT PER MONTH

         A portion of these expenses, not to exceed $.01 cents per square foot
         per month, shall be set aside as reserves for roof and parking lot.

         5.SECURITY DEPOSIT (CONT.): Security deposit shall beheld in an
         interest bearing account, and will be returned to the Lessee after
         sixty (60) months, provided the Lessee is not in default or in breach
         of any term or condition of this Lease. Said deposit shall be held at
         the Arden Town Branch, Wells Fargo Bank in a money market account,
         interest shall be the prevailing rate.

         ADDENDUM TO STANDARD INDUSTRIAL COMMERCIAL MULTI-TENANT NET,
         DATED SEPTEMBER 15, 1995, BY AND BETWEEN BUZZ OATES ENTERPRISES, II, A
         CALIFORNIA GENERAL PARTNERSHIP (LESSOR) ZYTEC CORPORATION, A MINNESOTA
         CORPORATION (LESSEE) 

         PAGE TWO


         6.3(a) Lessor warrants that any new construction by Lessor pursuant to
         this Lease shall be in conformity with the building plans and permits,
         and shall comply with current interpretations of the Americans With
         Disabilities Act of 1990 ("ADA") regarding the type of building and/or
         tenant improvements constructed by lessor. However, if any governmental
         authority should require any additional improvements, permits or
         approvals, under ADA or otherwise, due to Lessee's particular use, or
         Lessee's employees, customers, or invitees, other than those which are
         state din this Lease, and other than requirements generally for
         buildings of this type, including without limitation additional fire
         protection equipment or flow capacity, use permits, or zoning
         variances, such improvements or changes to be permitted uses shall be
         made at Lessee's sole expense.

         7.2 EXTERNAL INFRASTRUCTURE: Lessor shall be responsible for all of the
         cost of installing or having to install water, gas and electricity to
         the site.

         7.4 LESSEE'S INSTALLATIONS: Lessee shall have the right to install
         certain equipment to the building with Lessor's consent and by
         notifying Lessor's property manager, in writing, of their intent to do
         so. Lessor shall not withhold consent for any reasonable request. At
         the end of the Lease term, Lessee shall have the right to remove said
         equipment provided the building and premises are restored to repaired
         condition and any harm or damage to the building is corrected.

         8.2 LIABILITY INSURANCE - LESSEE. (CONTINUED) Lessee shall, at Lessee's
         expense, obtain and keep in force during the term of this Lease a
         policy of Combined Single Limit bodily Injury, Personal Injury,
         Advertising Injury, and Property Damage insurance insuring Lessee and
         Lessor against any claim arising out of, or related in any manner to,
         the use, occupancy, or maintenance of the Premises and the Industrial
         Center. Such insurance shall be in an amount not less than $1,000,000
         per occurrence. The policy shall insure performance by Lessee of the
         indemnity provisions of this PARAGRAPH 8. The provisions of said
         insurance nor the limits of said insurance shall not, however, limit
         the liability of Lessee hereunder. Lessee covenants and agrees that
         Lessor will be listed as an Additional Named Insured in said policy in
         conformity with the agreements to defend and indemnify herein, and that
         said insurance maintained by Lessee is agreed to be primary, with any
         insurance maintained by Lessor to be excess.


         10.4 (CONT) Lessee shall have the right, at its own expense, to appeal
         tax assessments.


         12.1 (CONT) Lessee shall have the right to assign the Lease, as long as
         Lessee remains obligated and guarantees the terms of this Lease, and
         the sub-lease is bound by the same terms and conditions of the Lease.
         Lessor shall have the right to approve the sublessee. Lessor will not
         withhold approval if sublessee meets requirements including but not
         limited to type of business and financial condition.

         26. HOLD OVER: If Lessee, with Lessor's consent, remains in possession
         of the Premises or any part thereof after the expiration of the terms
         thereof, or any optional extension, (See Addendum) such occupancy shall
         be a tenancy from month to month upon all provisions of this Lease
         pertaining to the obligations of the Lessee shall remain the same
         except rent which shall be subject to a ten percent (10%) increase, at
         Lessor's discretion. Lessor shall notify Tenant of any termination, or
         desire to terminate, after the expiration of this Lease and all
         Options, by giving Lessee sixty (60) days written notice.

         ADDENDUM TO STANDARD INDUSTRIAL COMMERCIAL MULTI-TENANT NET, DATED
         SEPTEMBER 15, 1995, BY AND BETWEEN BUZZ OATES ENTERPRISES, II, A
         CALIFORNIA GENERAL PARTNERSHIP (LESSOR) AND ZYTEC CORPORATION, A
         MINNESOTA CORPORATION (LESSEE)

         PAGE THREE

         49. MATERIALS DISCLOSURE. The United States Congress has recently
         enacted the Americans with Disabilities Act. Among other things, this
         act is intended to make many business establishments equally accessible
         to persons with a variety of disabilities; modifications to real
         property may be required. State and local laws also may mandate
         changes. The real estate brokers in this transaction are not qualified
         to advise you as to what, if any, changes may be required now, or in
         the future. Owners and tenants should consult the attorneys and
         qualified design professionals of their choice for information
         regarding these matters. Real estate brokers cannot determine which
         attorneys or design professionals have the appropriate expertise in
         this area.

         Various construction materials may contain items that have been or may
         be in the future be determined to be hazardous (toxic) or undesirable
         and may need to be specifically treated/handled or removed. For
         example, some transformers and other electrical components contain
         PCB's and asbestos has been used in components such as fireproofing,
         heating, and cooling systems, air duct insulation, spray-on and tile
         acoustical materials, linoleum, floor tiles, roofing dry wall and
         plaster. Due to prior or current uses of the Property or in the area,
         the Property may have hazardous or undesirable metals, minerals,
         chemicals, hydrocarbons, or biological or radioactive items (including
         electric and magnetic fields) in soils, water, building components,
         above or below-ground containers or elsewhere in areas that may or may
         not be accessible or noticeable. Such items may not leak or otherwise
         be released. Real estate agents have no expertise in the detection or
         correction of hazardous or undesirable items. Expert inspections are
         necessary. Current or future laws may require clean up by past, present
         and/or future owners and/or operators. It is the responsibility of the
         Seller/Lessor and Buyer/Tenant to retain qualified experts to detect
         and correct such matters and to consult with legal counsel of their
         choice to determine what provision, if any, they may wish to include in
         transaction documents regarding the Property. To the best of
         Seller/Lessor's knowledge, Seller/Lessor has attached to this
         Disclosure copies of all existing surveys and reports known to
         Seller/Lessor regarding asbestos and other hazardous materials and
         undesirable substances related to the Property. Sellers/Lessors are
         required under California Health and Safety Code Section 25915 at seq.
         to disclose reports and surveys regarding asbestos to certain persons,
         including their employees, contractors, co-owners, purchasers and
         tenants. Buyers/Tenants have similar disclosure obligations.
         Sellers/Lessors and Buyers/Tenants have additional hazardous materials
         disclosure responsibilities to each other under California Health and
         Safety Code Section 25359.7 and other California laws. Consult your
         attorney regarding this matter. LESSOR HAS NO KNOWLEDGE OF ANY
         HAZARDOUS SUBSTANCES ON OR ABOUT THE PROPERTY.

         50. OCCUPANCY: If any, governmental authority should require any
         additional improvements due to Lessee's occupancy other than those
         which are stated in this addendum, such improvement shall be made at
         Lessee's sole expense.

         51. FIRE EXTINGUISHERS: Lessee responsible for supplying fire
         extinguishers (2A 10:BC) as required per code within 75 feet of any
         door in space.

         52. FORKLIFT RESTRICTIONS: Asphaltic cement can not withstand hard
         rubber forklift tires. In the event the asphalt is damaged by Lessee's
         use of a forklift with hard rubber tires, it will be Lessee's
         obligation to repair the damaged asphaltic cement at Lessee's sole
         expense.

         53. OUTSIDE STORAGE: Lessee shall only store materials within the
         building or outside on concrete inside a screened fence as specifically
         allowed by the applicable governmental authorities.

         ADDENDUM TO STANDARD INDUSTRIAL COMMERCIAL MULTI-TENANT NET, DATED
         SEPTEMBER 15, 1995, BY AND BETWEEN BUZZ OATES ENTERPRISES, II, A
         CALIFORNIA GENERAL PARTNERSHIP (LESSOR) AND ZYTEC CORPORATION, A
         MINNESOTA CORPORATION (LESSEE) 

         PAGE FOUR

         54. HAZARDOUS WASTE: Each party shall be fully and completely
         responsible and shall indemnify and hold the other party harmless from
         and against waste on the Premises as a result of each such party's
         activity, or permitted or suffered by each such party on or about the
         Premises, as well as all costs, attorney's fees, expenses, and
         liabilities incurred in defense of any such claim, action or proceeding
         brought thereon, including provision of counsel reasonably satisfactory
         to the other party, and regardless of whether suit or any
         administrative action is filed or commenced. Lessor warrants there is
         not currently any hazardous waste in, on, or under the Premises, and
         similarly indemnifies Lessee for any such currently existing hazardous
         waste.

         55. FLOOR SEALER: Lessor does not warrant the fitness of the floor slab
         for applying floor sealer. For example, soil conditions may cause
         moisture to be present under the concrete slab or migrate through the
         slab, which may affect the sealer's performance. Lessee has been
         advised to consult directly with the manufacturer's representative, and
         Lessee shall look directly to the manufacturer in the event of product
         failure.

         56. DESCRIPTION OF THE PREMISES: Buzz Oates Enterprises shall construct
         a 100,000 square foot shell to be built on approximately 4.6 acres of
         land. Lessee shall occupy approximately 100,000 square feet of
         premises. Approximately 2.4 acres of land shall be paved, drained and
         landscaped with the following (See Exhibit A):

         BUILDING DESCRIPTION - 100,000 SF SHELL 4000 PSI SLAB 
         - wood roof 
         - 28-31' clear height 
         - 270/480 volt, 2000 amps, three-phase power 
         - minimum of 200 parking spaces 
         - minimum of 4 grade level doors 
         - 10 doors with manual levelers and bumpers 
         - Dock boots and lights and bumpers

         57. LESSEE'S RIGHT TO TERMINATE THE LEASE: Lessee shall have the right
         to terminate the lease after the thirty six (36) month. The Lessee
         shall pay a termination fee equal to 75% of the unamortized portion of
         the interior tenant improvements, plus unamortized commissions. Lessee
         shall notify in writing ninety (90) days prior to termination of the
         Lease. A schedule for termination shall be amended to this lease as
         Exhibit D, when the tenant improvements become explicit and mutually
         agreed upon.

         58. OTHER EXHIBITS TO THE LEASE: Other Exhibits, specifically EXHIBIT
         C, shall be added to this lease after both parties, Lessor and Lessee,
         agree on the specifications of the OFFICE IMPROVEMENTS. Such approvals
         shall be noted by signatures to the copy of the plans submitted for
         permit.

         59. TENANT IMPROVEMENTS: Lessee shall have the right to work with Buzz
         Oates Enterprises to design tenant improvement, including but not
         limited to, office space, conditioning of the production areas,
         concrete pads in the yard area, and have these costs amortized over the
         term of the lease. Said tenant improvements must be designed and agreed
         upon by both parties ninety (90) days before expected commencement date
         of the lease or Lessor shall have the right to extend the commencement
         date of the lease or Lessor shall have the right to extend the
         commencement date penalty free the amount of days needed to keep said
         notice at ninety days. Said improvements shall be amortized over the
         term of the five (5) year Lease at ten percent (10%) interest and
         confirmed by future Exhibit C.

         Costs for the over all tenant improvements to the premises shall be
         given to the Lessee no later than December 1, 1995. Lessee is free to
         have the scope of work quoted and built by other parties at Lessee's
         discretion.


         ADDENDUM TO STANDARD INDUSTRIAL COMMERCIAL MULTI-TENANT NET, DATED
         SEPTEMBER 15, 1995, BY AND BETWEEN BUZZ OATES ENTERPRISES, II, A
         CALIFORNIA GENERAL PARTNERSHIP (LESSOR) AND ZYTEC CORPORATION, A
         MINNESOTA CORPORATION (LESSEE)

         PAGE FIVE

         60. CONDITIONING THE WAREHOUSE AND PRODUCTION AREA: Due to Title XXIV
         provisions, this Lease contains no provisions for conditioning the
         warehouse or production area - due to the actual design of the Tenant
         Improvements. Lessor agrees to amortize such costs into this Lease at
         ten percent (10%) per annum over the term of the Lease, once costs for
         such conditioning are mutually agreed upon by Lessor and Lessee.

         61. FIRST RIGHT OF REFUSAL ON ADJACENT LAND: Lessor hereby grants
         Lessee First Right of Refusal to the lease the designated land below
         for future expansion under terms and conditions under the following
         provisions:

         A. Lessee is not in default under any of the conditions and provisions
         of this Lease.

         B. Lessor hereby agrees to provide Lessee with one (1) copy of the
         proposed lease or documents from others defining the terms and
         conditions of any proposed lease from the outside parties.

         Lessor hereby grants Lessee First Right of Refusal to lease or buy the
         adjacent Lots 101, 102, 131, 132, Lot 6 and Parcel 2 of Exhibit F
         located at Venture Drive and Airport Blvd in Lincoln, California, for
         the term of the Lease.

         In the event the Lessor procures a prospective third party Lessee for
         any of the above mentioned property, Lessor agrees to notify Lessee of
         third party's offer within three (3) working days of receipt of third
         party's offer.

         Upon receipt of notification from the Lessor or third party's offer,
         Lessee agrees to surrender first right of refusal to lessor or execute
         a lease agreement or purchase contract for the subject space or
         property within seven (7) working days of said notification.

         In the event Lessee fails to notify Lessor within seven (7) working
         days of Lessor's notification of the third party's offer, it is
         understood between the parties that the first right of refusal shall
         become null and void and shall bear no further force and effect.

         62. OPTION TO EXTEND THE LEASE: Lessee has the right to five (5) one
         (1) year extensions of the Lease under the following terms and
         conditions: Lessee shall, provided Lessee is not in default or in any
         violation of this Lease herein, have the right to extend this Lease one
         (1) year from the date of the expiration. Lessee shall notify in
         writing the Lessor of its intent to exercise its option to extend,
         sixty (60) days prior to the expiration date of this Lease or any of
         its extensions. Lessor agrees to pay Buzz Oates Real Estate a
         commission of 2.5% of the total consideration of each option to extend
         the lease that is exercised.

         Base rent for each option period shall be as follows:

         MONTHS                     $ PER MONTH
         ------                     -----------

         61 - 72                    $27,983.00
         73 - 84                    $29,102.00
         85 - 96                    $30,266.00
         97 - 108                   $31,487.00
         109- 120                   $32,736.00


         ADDENDUM TO STANDARD INDUSTRIAL COMMERCIAL MULTI-TENANT NET, DATED
         SEPTEMBER 15, 1995, BY AND BETWEEN BUZZ OATES ENTERPRISES, II, A
         CALIFORNIA GENERAL PARTNERSHIP (LESSOR) AND ZYTEC CORPORATION, A
         MINNESOTA CORPORATION (LESSEE) 

         PAGE SIX

         63. FUTURE EXHIBITS: Future exhibits amended to this lease shall
         include:

         A1.    Site plan of building.
         A2.    Floor plan of building.
         B.     Building Standard Work Area.
         C.     Scope of work for tenant improvements.
         D.     Amortization Buy-Out Schedule.
         E.     Site plan of Industrial Park showing properties referred to by
                Paragraph 62, Lots 101, 102, 131, Lot 6 and parcel 4.
         F1.    "ZYTEC CAMPUS".

         64. LIMITATIONS, OPTIONS AND REBATES ON THE TENANT IMPROVEMENTS: Lessee
         shall have a limit of $35.00 per square foot on the office and $15.00
         per square foot on the warehouse for Tenant Improvements for the above
         described building. Buzz Oates Enterprises will quote the cost for the
         tenant improvements and the Lessee has the option to employ Buzz Oates
         Enterprises for these tenant improvements or use an independent
         contractor with the approval of the Lessor, which will not be
         unreasonably withheld. Whatever the final tenant improvement amounts
         are, they will be amortized over the term of the lease.

         65. Buzz Oates Real Estate represents both Lessor and Lessor's
         designates and Lessee and Lessee's designates in all future expansions
         and renewals of leases and/or sales in the Zytec Corporation project
         noted by Exhibit E - "Zytec Campus".



                               AGREED AND ACCEPTED


         LESSOR:                                 LESSEE:
         BUZZ OATES ENTERPRISES II               ZYTEC CORPORATION
         A CA GENERAL PARTNERSHIP                A MINNESOTA CORPORATION


         _________________________               _________________
         MARVIN L. OATES                         TOM KENT
         MANAGING PARTNER                        GENERAL MANAGER


         DATE:                                   DATE:    NOVEMBER 15, 1995


                                                 SEE ATTACHED BOARD OF DIRECTORS
                                                 RESOLUTION







                           EXHIBITS ATTACHED TO LEASE


EXHIBIT A1 -- ORIGINAL DOCUMENT CONTAINS A TOPOGRAPHIC MAP SHOWING BUILDING
              SITE.


EXHIBIT A2 -- ORIGINAL DOCUMENT CONTAINS A FLOOR PLAN DRAWING OF THE BUILDING.


EXHIBIT B  -- LISTING OF INTERIOR CONSTRUCTION FINISHING DETAILS FOR OFFICE AREA
              AND WAREHOUSE AREA.


EXHIBIT E  -- ORIGINAL DOCUMENT CONTAINS A MAP OF THE LEGAL PARCELS OF LAND 
              INVOLVED IN THE LEASE.


EXHIBIT F1 -- ORIGINAL DOCUMENT CONTAINS A MAP OF THE LEASED BUILDING AND 
              RELATED SURROUNDING BUILDINGS AND PROPOSED BUILDINGS.




                               LEASE AMENDMENT #1


THIS AGREEMENT, is made and entered into this 8th day of December, 1995, by and
between BUZZ OATES ENTERPRISES II, as Lessor and ZYTEC CORPORATION, A Minnesota
Corporation, as Lessee.


                                    RECITALS

1. The parties hereto have entered into a certain Lease ("LEASE") dated
September 15, 1995, regarding premises described therein as the 3500 Venture
Drive, Lincoln, California consisting of approximately 100,000 square feet of
office and production-warehouse space.

2. The parties desire to amend the Lease as stated below.


                                    AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other valuable consideration and receipt and adequacy of which
are hereby acknowledged, the parties agree as follows:

1.3 TERM-- five (5) years and zero (0) months ("Original Term") commencing April
1, 1996 and ending March 31, 2001 ("Expiration Date") (Also see Paragraph 3).

1.5 BASE RENT-- $48,234.75 per month payable on the first day of each month
commencing April 1, 1996.

1.6 (a) BASE RENT PAID UPON EXECUTION-- $48,110.00 as Base Rent for the First
Month's rent.

1.7 SECURITY DEPOSIT-- $48,110.00 ("Security Deposit") (also see Paragraph 5)
SEE ADDENDUM

4.1   RENT SCHEDULE -- Schedule for the base rent shall be as follows:

                Months 01-12             $48,234.75
                Months 13-24             $49,154.75
                Months 25-36             $50,110.75
                Months 37-48             $51,982.75
                Months 49-60             $52,141.75

57. LESSEE'S RIGHT TO TERMINATE THE LEASE: Lessee shall have the right to
terminate the lease after the thirty-six (36) month. The Lessee shall pay a
termination fee equal to 100% of the un-amortized portion of the interior tenant
improvements, plus un-amortized commissions. Lessee shall notify in writing
ninety (90) days prior to termination of the Lease. A schedule for termination
shall be amended to this lease as Exhibit D, when the tenant improvements become
explicit and mutually agreed upon.

59. TENANT IMPROVEMENTS: Lessor shall complete the following tenant improvements
in a timely manner to coincide with the anticipated commencement of the Lease.
These improvements shall be amortized over a ten year period at ten percent
(10%) interest. This paragraph 59 supersedes all points and interests in
Paragraph 59 in the Lease dated September 15, 1995.

ORIGINAL DOCUMENT CONTAINS LISTING OF DETAILS OF FINISHING CONSTRUCTION NEEDS.

62. OPTION TO EXTEND THE LEASE: Lessee has the right to five (5) one (1) year
extensions of the Lease under the following terms and conditions: Lessee shall,
provided Lessee is not in default or in any violation of this Lease herein, have
the right to extend this Lease one (1) year from the date of the expiration.
Lessee shall notify in writing the Lessor of its intent to exercise its option
to extend, sixty (60) days prior to the expiration date of this Lease or any of
its extensions. Lessor agrees to pay Buzz Oakes Real Estate a commission of 2.5%
of the total consideration of each option to extend the lease that is exercised.

Base rent for each option period shall be as follows:

               MONTHS                  $ PER MONTH

                 61- 72                $53,217.75
                 73- 84                $54,336.00
                 85- 96                $55,500.75
                 97-108                $56,711.75
                109-120                $57,970.75

64.)     Deleted.

66. FORCE MAJEURE: If Lessor cannot perform any of its obligations due to events
beyond Lessor's control, the time provided for performing such obligations shall
be extended by a period of time equal to the duration of such events. Events
beyond Landlord's control include, but are not limited to, Acts of God, war,
civil commotion, labor disputes, strikes, fire, flood, excessive rain or other
casualty, shortages of labor or material, governments regulations or restriction
and weather conditions.

All other terms and conditions of said Lease shall remain the same in full force
and effort.

IN WITNESS WHEREOF, the parties hereto have caused this 1st Amendment to be
executed as of the day and year first written above.



LANDLORD:                                          TENANT:

BUZZ OAKES ENTERPRISES II                          ZYTEC CORPORATION
                                                   A Minnesota Corporation

/s/ Marvin L. Oates                                /s/ Tom Kent

Date:                                              Date:  1/1/96





                               LEASE AMENDMENT #2


THIS AMENDMENT #2, is made and entered into this 8th day of March, 1996, by and
between BUZZ OATES ENTERPRISES II, as Lessor and ZYTEC CORPORATION, A Minnesota
Corporation, as Lessee.


                                    RECITALS

1.   The parties hereto have entered into a certain Lease ("LEASE") dated
     September 15, 1995, regarding premises described therein as 3500 Venture
     Drive, Lincoln, California consisting of approximately 100,000 square feet
     of office and production-warehouse space.

2.   The parties hereto have entered into a certain Amendment #1 to that Lease
     dated December 8th, 1995 regarding the premises described therein as 3500
     Venture Drive, Lincoln, California consisting of approximately 100,000
     square feet of office and production warehouse space.

3.   The parties desire to amend the Lease as stated below.


                                    AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other valuable consideration, and receipt and adequacy of which
are hereby acknowledged, the parties agree as follows:

1.3 TERM - Ten (10) years and zero (O) months ("Original Term") commencing May
1, 1996 and ending April 30, 2006 ("Expiration Date") (Also see Paragraph 3).

1.5 BASE RENT - $56,100.12 per month payable on the first day of each month
commencing April 1,1996



4.1 RENT SCHEDULE - Schedule for the base rent shall be as follows:


Months                  Rent               T.I. Pymt          Total Rent


5/1/96-4/30/97          $25,500.00           $31,029.23        $56,529.23
5/1/97-4/30/98          $26,520.00           $31,029.23        $57,549.23
5/1/98-4/30/99          $27,580.80           $31,029.23        $58,610.03
5/1/99-4/30/00          $28,684.03           $31,029.23        $59,713.26
5/1/00-4/30/01          $29,831.39           $31,029.23        $60,860.62
5/1/01-4/30/02          $31,024.65           $31,029.23        $62,053.88
5/1/02-4/30/03          $32,265.63           $31,029.23        $63,294.86
5/1/03-4/30/04          $33,556.26           $31,029.23        $64,585.49
5/1/04-4/30/05          $34,898.51           $31,029.23        $65,927.74
5/1/05-4/30/06          $36,294.45           $31,029.23        $67,323.68


1.6 (a) BASE RENT PAID UPON EXECUTION - $60,600.12 as Base Rent for the First
Month's rent.

1.7. SECURITY DEPOSIT - $60,600.12 ("Security Deposit") Security deposit shall
be held in an interest bearing account, and will be returned to the Lessee after
sixty (60) months, provided the Lessee is not in default or in breach of any
term or condition of this Lease. Said deposit shall be held in a money market
account, interest shall be the prevailing rate.

57. LESSEE'S RIGHT TO TERMINATE THE LEASE: Lessee shall have the right to
terminate the lease after the forty-eight (48) month. The Lessee shall pay a
termination fee equal to 100% of the unamortized portion of the interior tenant
improvements, plus unamortized commissions, 50% of 2 years rent and property
taxes for 2 years. Lessee shall notify in writing ninety (90) days prior to
termination of the Lease. A schedule for termination shall be amended to this
Lease as Exhibit D, when the tenant improvements become explicit and mutually
agreed upon.

58. ADDITIONAL TENANT IMPROVEMENTS : Lessor shall complete the following tenant
improvements in a timely manner to coincide with the completion of Tenant
Improvements agreed to in Lease Amendment #1, of the Lease. These improvements
shall be amortized over a ten year period at ten percent (10%) interest. Below
is a list of the additional Tenant Improvements:

<TABLE>
<CAPTION>
         A.       GENERAL

<S>               <C>                                                                                     <C>        
                  1. Additional 4,032 s.f. of improved office space for Zytec                             $    98,180.00
                  Credit for T-Bar                                                                       [$     3.831.00]
                  REVISED COST FOR ADDITIONAL 4,032 S.F.                                                  $    94,349.00

                  Upcharges:
                           a.       New break-room sized for 400 people which requires a one hour
                                    separation, which will be a 256 ft. of full height walls.
                           b.       12 ea. 3' x 6' rated windows & frames in break-room wall as
                                    requested by Zytec.
                           c.       Install 4,032 s.f. of additional VCT in break-room with floor prep.
                           d.       Concrete cut for double door exit, seismic bracing wall, and
                                    installation of doors with panic hardware.
                           e.       At break-room exit double doors install concrete landing with ramp
                                    into parking lot.
                           f.       48" VCT aisle in warehouse approximately 398 lf.
                           g.       Reengineering & redesigning plans

         Subtotal of Zytec T.I. Upcharges:                                                                 $   44,065.00

         SUBTOTAL OF ZYTEC'S A.1 AND UPCHARGES ITEMS a. - e. ABOVE                                         $  138,414.00

                           2. Additional 650 s.f. of T.I. space for Zytec's 
                            tenant (Comtec) Subtotal for additional 650 s.f.:                              $   15,828.00

         TOTAL GENERAL ITEMS A.1 AND UPCHARGES AND A.2 ABOVE:                                              $  154,239.00

         B. VOICE/DATA FOR ZYTEC'S TENANT (COMTEC )

                  1.Install one (1) 7' X 19" relay rack with wire managers in
                  Comtec Storage room. 

                  2. Install and terminate 200 pair Voice backbone cable from
                  Zytec Telco Room storage space located in Comtec space to
                  allow Comtec connectivity to Zytec's Meridian Telephone
                  System. The proposed cabling system in this addendum will
                  allow Comtec to easily add their own Telephone system should
                  the need arise.

                  3. Install and terminate 12 strand multi-mode OFNR optical
                  fiber cable from Zytec Telco Room to storage space located in
                  Comtec space to allow Comtec connectivity to Zytec's LAN
                  System. The proposed cabling system in this addendum will
                  allow Comet to operate their own LAN and to connect with
                  Zytec's LAN. Fiber run to be continuous and enclosed in
                  inner-duct.

                  4. Install cables, jacks and patch panels to provide Category
                  5 UTP connectivity to the following locations in Comtec's
                  space:

                           - (104) bench locations in Repair Floor area, one (1)
                             jack per bench.

                           - (2) pay telephone jacks

                           - (9) Universal outlet drops in modular furniture
                             office area, two (2) Category 5 jacks per outlet
                             (26 total).

                           - One (1) Universal outlet in Conference Room, two
                             (2) Category 5 jacks.

                  5. Install cables, jacks and punch blocks to provide Category
                  3 UTP connectivity to the following locations in Comtec's
                  space:

                           - Thirteen (13) telephone jacks in bench area.

                           - Two (2) pay telephone jacks.

                           - Nine (9) universal outlets in modular furniture
                             office area, two (2) jacks per outlet (26 total).

                           - One (1) universal outlet in conference room, two
                             (2) jacks total.

         SUB-TOTAL OF ITEMS 1 - 5 FOR ADDITIONAL VOICE/DATA:                                               $   34,538.00

         C.       ELECTRICAL:

         1.       WIREMOLD:  Install 830 ft. of new wire-mold base on 3rd plan 
         revision Deduct 380 ft. of  wire-mold from prior bid. Additional 450 
         ft. of wire-mold is needed

         SUBTOTAL FOR WIRE-MOLD ADDED:                                                                     $   21,750.00

         2.       NEW POWER DISTRIBUTION:

         a.       New 3000 amps underground pull section for 2400 amps of power
         b.       New 800 amp meter main for Comtec rear warehouse area & Office.
         c.       1- new 800 amp distribution panel
         d.       2- new 75 KVA transformers
         e.       3- new 200 amp 120/208 volt panel
         f.       360'- 800 amp conduit & wire run
         g.       300' - 100 amp conduit & wire run

         SUBTOTAL OF ITEMS C.2. a - g.                                                                     $   31,152.00


         3.       TELEPHONE CONDUIT

                  a.       1- 2" conduit from southwest corner of bldg. To 'Zytec's New room.
                  b.       1 - 2" conduit from northeast corner of bldg. to Zytec's New Teleco
                           Room.
                  c.       Electrical reengineering and redesign:

         SUBTOTAL OF ITEMS C.3. a - c:                                                                     $    8,833.00

                           .
         TOTAL COST FOR ADDENDUM#1 EXTRAS DATED1/19/96 IS:
                                                                                                           $  250,512.00

         B.       ELECTRICAL ALTERNATES:

         Option 2. 330 amp generator at 480 volt to run phones office,
         some warehouse/lighting                                                                           $   78,345.00

ORIGINAL COST AGREED TO IN LEASE AMENDMENT #1                                                              $1,909,542.00

         EXTRAS ADDED PER SKOTT HUTTON SINCE AMENDMENT 1                                                   $  250,512.00
         BACKUP GENERATOR                                                                                  $   78,345.00
         ADDITIONAL LAND REQUIRED FOR 200 ADDITIONAL PARKING
         PLACES; PAVED, LANDSCAPED, LIGHTED AND STRIPED                                                    $  352,836.00
         ROOF SCREENS                                                                                      $   52,160.00
         HOT MOP CURBS FOR HVAC UNITS                                                                      $    9,600.00
         B.O.E. MARK UP  10%                                                                               $   38,102.00
         EXTRAS ADDED BY SKOTT HUTTON 2/7/96                                                               $    9,757.00
------------------------------------------------------------------------------------------------------------------------
                                                                                                           $2,700,854.00

         DEDUCT AIR COMPRESSORS AND VACUUMS                                                               ($   33,185.00)
         DEDUCT LOCKERS                                                                                   ($   11,602.00)
------------------------------------------------------------------------------------------------------------------------
                                                                                                           $ 2,656,067.00

AMORTIZED OVER THE TERM OF THE LEASE AT 10% INTEREST                                                       $         .351
                   STARTING  SHELL RENT                                                                    $         .210
-------------------------------------------------------------------------------------------------------------------------
         STARTING RENT FOR THE PREMISES                                                                    $         .561
</TABLE>


     15.4 PAYMENT TO BROKER - Lessor agrees to pay Buzz Oates Real Estate 5 % of
     the cost of the Tenant Improvements as consideration for negotiation of the
     Tenant Improvements. Payments shall be made quarterly for the ten year
     Term. At any time during the term, Lessor or any subsequent Lessor or Buyer
     of the property may have the option of retiring this obligation by paying
     not less than eighty percent (80%) of the balance of the unpaid portion of
     the total consideration.

     62.) OPTION TO EXTEND THE LEASE: Lessee shall have the right to five (5)
     two year extensions of the Lease under the following terms and conditions:
     Lessee shall, provided Lessee is not in default or in any violation of this
     Lease herein, give written notice of intent to extend one (1) year from the
     date of expiration. Lessor, and any subsequent Lessor, shall pay Buzz Oates
     Real Estate a commission or 2.5 % of the total consideration of each option
     to extend the lease that is exercised

          Base Rent for each option shall be as follows:



          May 1,2006 to April 30,2007           $36,294.45
          May 1,2007 to April 30,2008           $37,746.23
          May 1,2008 to April 30,2009           $39,256.08
          May 1,2009 to April 30,2010           $40,826.32
          May 1,2010 to April 30,2011           $42,459.37
          May 1,2011 to April 30,2012           $44,157.75
          May 1,2012 to April 30,2013           $45,924.06
          May 1,2013 to April 30,2014           $47,761.02
          May 1,2014 to April 30,2015           $49,671.46
          May 1,2015 to April 30, 2016          $51,658.32

63.      FUTURE EXHIBITS:  Future exhibits amended to this Lease shall include:

A.       Site plan of building.
B.       Floor plan of building.
C.       Amortization Buy-Out Schedule.
D.       Site plan of Industrial Park showing properties referred to by
Paragraph 62, Lots 101,102,131, Lot 6 and Parcel 4.
E.       "ZYTEC CAMPUS".

All other terms and conditions of said Lease, dated June 14, 1995, shall remain
the same in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this amendment to be executed
as of the day and year first written above.



LESSOR:                                           LESSEE:

BUZZ OATES ENTERPRISES II                         ZYTEC CORPORATION
                                                  A MINNESOTA CORPORATION

/S/ MARVIN L. OATES                               /S/ TOM KENT
MARVIN L. OATES                                   TOM KENT
DATE_______________                               DATE:  3/15/96



                               LEASE AMENDMENT #3

THIS AGREEMENT, is made and entered into this 14th day of May, 1996, by and
between BUZZ OATES ENTERPRISES II, as Lessor and ZYTEC CORPORATION, A Minnesota
Corporation, as Lessee.

                                    RECITALS

1.   The parties hereto have entered into a certain Lease ("LEASE") dated
     September 15, 1995, regarding premises described therein as the3500 Venture
     Drive, Lincoln, California consisting of approximately 100,000 square feet
     of office and production-warehouse space.

2.   The parties hereto have entered into a certain Amendment #1 to that Lease
     dated December 8th, regarding the premises described therein as 3500
     Venture Drive, Lincoln, California consisting of approximately 100,000
     square feet of office and production warehouse space.

3.   The parties hereto have entered into a certain Amendment #2 to that Lease
     dated March 8th,1995 regarding the premises described therein as 3500
     Venture Drive, Lincoln, California consisting of approximately 100,000
     square feet of office and production warehouse space.

3.   The parties desire to amend the Lease as stated below.

                                    AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other valuable consideration, and receipt and adequacy of which
are hereby acknowledged, the parties agree as follows:

1.3 TERM - Ten (10) years and zero (O) months ("Original Term") commencing May
    14, 1996 and ending May 13, 2006 ("Expiration Date") (Also see Paragraph 3).

1.5 BASE RENT - $58,432.52 per month payable on the first day of each month
    commencing April 1,1996

1.6 (a) BASE RENT PAID UPON EXECUTION - $58,432.52 as Base Rent for the First
        Month's rent.

1.7 SECURITY DEPOSIT - $58,432.52 ("Security Deposit") (also see Paragraph 5)
    SEE Paragraph 59 Tenant has already paid $56,529.23 as Security Deposit for
    construction of the building. Lessee shall increase the deposit by 
    $1,903.29.
              

4.1 RENT SCHEDULE - Schedule for the base rent shall be as follows:


Rent Period                         Base Rent         Tenant          Total Rent
                                                      Improvement     
                                                      Payments

May 1,1996 to April 30,1997         $25,500.00        $32,932.52      $58,432.52
May 1,1997 to April 30,1998         $26,520.00        $32,932.52      $59,452.52
May 1,1998 to April 30,1999         $27,580.80        $32,932.52      $60,513.32
May 1,1999 to April 30,2000         $28,684.03        $32,932.52      $61,616.55
May 1,2000 to April 30,2001         $29,831.39        $32,932.52      $62,763.91
May 1,2001 to April 30,2002         $31,024.65        $32,932.52      $63,957.17
May 1,2002 to April 30,2003         $32,265.63        $32,932.52      $65,198.15
May 1,2003 to April 30,2004         $33,556.26        $32,932.52      $66,488.78
May 1,2004 to April 30,2005         $34,898.51        $32,932.52      $67,831.03
May 1,2005 to April 30,2006         $36,294.45        $32,932.52      $69,226.97

5.   SECURITY DEPOSIT : The Security Deposit shall be held by the Lessor for the
     first sixty months of the Lease after which time it shall be returned to
     the Lessee or applied to the Lessee's rent.

58.  ADDITIONAL TENANT IMPROVEMENTS : Lessor has substantially completed the
     following tenant improvements in a timely manner to coincide with the
     completion of Tenant Improvements agreed to in Lease Amendment #1, and
     Lease Amendment #2 of the Lease. These improvements shall be amortized over
     a ten year period at ten percent (10%) interest. Below is a list of the
     additional Tenant Improvements of this Third Amendment:

            1.) CHANGE ORDER #1

                  * Furnish and install seven (7) each 9'x10' roll
                    up doors @ $600.00 each

                              TOTAL CHANGE ORDER #1 :                  $4,200.00

            2.) CHANGE ORDER #2

                  * Incorporated into Change Order #4

            3.) CHANGE ORDER #3

                  * Furnish and Install seven (7) each dock seals

                  * Furnish and Install seven (7) each edge of dock
                    levelers
                 
                              TOTAL COST OF CHANGE ORDER #3           $16,800.00

            4.) CHANGE ORDER #4

                  ELECTRICAL:

                  * 1,000 ft. of additional wire-mold

                  * 3 ea. 200 amps 120/208v. sub-panels for new wire-mold

                  * 1 ea. 75 kva transformer, 1 ea 100 amp 480 v. distribution
                    breaker in swath board

                  * 1 ea. 200 amp sub feed run to new panels, 36 ea. wire-mold
                    feeder drops

                  * 2 ea. 30 amp 3(/) receptacles, 10 ea. 20 amp 1(/) outlets on
                    south wall

                  * Reengineering production area cost

                        TOTAL COST OF ELECTRICAL :                   $61,725.00

                  PLUMBING; COMPRESSED AIR/VACUUM SYSTEM

                  * 440 ft. overhead main to accommodate new outlet location in
                    production area

                  * 17 ea. additional main air drops to production area

                  * 320 ft. of main vacuum drops

                  * Credit for 4 outlets

                  * Reengineering costs

                       TOTAL COST OF PLUMBING;            
                       COMPRESSED AIR AND VACUUM:                     $10,860.00


                  VOICE/DATA SYSTEM
                  
                  * Install one (1) 7'x19 relay rack with wire managers in
                    storage room

                  * Install and terminate 200 pair Voice backbone cable from
                    Zytec Telco Room storage space located in Comtec space to
                    allow Comtec connectivity to Zytec's Meridian Telephone
                    System.
                               
                  * Install and terminate 12 strand multi-mode OFNR optical
                    fiber cable from Zytec Telco room to storage space located
                    in Comtek space. To allow connectivity to Zytec LAN system.
                               
                  * Install cables, jacks and patch panels to provide Category 3
                    UTP connectivity to various described locations. 

                         * Thirteen (13) telephone jacks to the bench area.
                                        
                         * Two (2) pay phone jacks

                         * Nine (9) universal outlets in modular furniture
                           office area, two (2) jacks per outlet (26 total).
                                        
                         * One (1) universal outlet in conference room, two (2)
                           jacks total.

                  GENERAL MISCELLANEOUS

                         * Engineering, plans for 12'x8' half dome type vinyl
                           canopy at front entrance to building.

                         * Engineering and plans for 8' x 20' concrete patio
                           slab with 8' x 20' vinyl canopy.

                         * Build 8' x 10' storage room in new break room area.

                         * Install wire-old at storefront to accommodate
                           location of office partitions.
                                        
                         * Increase VCT walkway by four (4) feet.
                                        
                         * Install double doors in the wash room.
                                        
                         * Architectural fees

                             TOTAL COST  FOR GENERAL MISCELLANEOUS:   $17,252.00

                  DATE/VOICE CABLING SCOPE OF WORK :

                         * Provide and install seventy-nine (79) additional
                           cables in the repair floor area.

                         * Install additional cables from the IDF RF and into
                           the repair floor overhead.

                         * Terminate the installed additional cables from the
                           IDF on 48-ports CATS patch panels mounted in an
                           enclosed cabinet.

                         * Leave the cables un-terminated above T-Bar in
                           Production area with 25' slack at the corresponding
                           column line.

                              TOTAL COST DATA/VOICE CABLING 
                                SCOPE OF WORK:--                       $9,516.00
                  
                 AIR VACUUM EQUIPMENT SUPPLIED BY MARK III PLUMBING DEPARTMENT 

                         * One (1) 15 hp air compressor

                         * One 400 gallon tank 

                         * One coalescing filter

                         * Two (2) vacuum pumps

                               TOTAL AIR/VACUUM EQUIPMENT            $ 32,955.00

                           SUB-TOTAL CHANGE ORDER #4                 $161,846.00
                 B.O.E. 10% MARKUP                                   $ 16,185.50
                 SUB_TOTAL CHANGE ORDER #4  ONLY                     $178,031.50

           5.) CHANGE ORDER #5

                  * Install 5' of sidewalk along the West side of building
                    parallel to Aviation Blvd.

                                TOTAL COST FOR CHANGE ORDER #5     $    3,500.00
           6.) CHANGE ORDER #6

                  * REMOVE AND RE-INSTALL 11 EACH MAN-DOORS MORTISED FOR SCHLAGE
                    L9080 DEAD BOLT -LEVER ASSEMBLIES.

                           TOTAL COST CHANGE ORDER #6              $    5,720.00

           7.) CHANGE ORDER #7

                  DESCRIPTION OF WORK
                               
                  * Remove two existing countertops and double sinks in
                    equipment wash room and replace with two stainless steel 18"
                    deep sinks with drain boards and back splash.

                  * Change 8' x 20' patio slab area to 12' 30' concrete slab.

                  * Install Omni combination security lock
                               
                  * Install one standard 110v. receptacle at four 94) locations
                    between the column line G & H,

                  * Install one (1) 20 amp twist lock receptacle at four (4)
                    locations between the column line G & H,

                  * Install one (1) 30 amp twist lock receptacle at four
                    locations between column line G & H.
                               
                  * Install one additional 100 amp sub-panel for the above.

                           TOTAL COST CHANGE ORDER #7               $   7,300.00

         8.) CHANGE ORDER #8

                  GENERAL
                                        
                  * INSTALL FOUR(4) MELAMINE SHELVES IN EACH (4) RESTROOMS
                                        
                  * REMOVE MIRRORS IN WAREHOUSE AND WOMEN'S RESTROOM AND INSTALL
                                  3' X 11' IN EACH (TWO MIRRORS) .
                                        
                  * ADD TWO LOCKSETS FOR STORAGE CLOSETS IN "E.T.", MAINTENANCE 
                    AND BREAK-ROOM

                                                                    $   1,227.00

                  ELECTRICAL
                           
                         BACK UP GENERATOR HOOK UP (GENERATOR SUPPLIED BY ZYTEC)

                         * OFF LOAD THE GENERATOR

                         * BUILD CONTAINMENT PAD

                         * RE-ENGINEERING AND PERMIT FEE

                         * FEE TO PLACER AIR BOARD
                                        
                         * INSTALL TRANSFER SWITCH GEAR

                         * INSTALL NEW BREAKERS 
                         
                         * BUILD AND INSTALL NEW BATTERY TRAY

                         * PROVIDE NEW BATTERIES

                         * INSTALL WIRING TO PREHEAT WATER

                         * LIFT INTO PLACE WITH CRANE AND MAKE ALL NECESSARY
                           CONNECTIONS

                         * START-UP AND TESTING
                                                                    $  22,726.00


                  MISCELLANEOUS ELECTRICAL

                         * RELOCATE WIRE-MOLD AS DIRECTED BY ZYTEC

                         * REMOVE WIRE-MOLD AS DIRECTED BY ZYTEC

                         * ADD ADDITIONAL OUTLETS IN WIRE-MOLD AS DIRECTED BY
                           ZYTEC

                                                                    $   3,972.00

                  ELECTRICAL TELEPHONE CONDUIT

                         * CHANGE FOUR (4) TWO INCH CONDUIT FOR TELEPHONE TO 
                           FOUR (4) FOUR INCH CONDUIT

                         * TWO 4" CONDUITS RUNS OF 495 FEET

                         * TWO 4" CONDUITS OF 195 FEET

                         UP-CHARGE OF CONDUIT FROM 2" TO 4" CONDUIT $ 4,607.00

                  CABLING TELEPHONE/VOICE/DATA

                         * RELOCATE TELEPHONE/DATA WITH WIRE-MOLD RELOCATION. 
                           ADD FOUR (FAX) LINES.

                         * ADD DATA LINE AT AREA A-7 AND A-8.

                         * ADD TWO (2) TELEPHONE/DATA LINES AT AREA I-9.
                                        
                         * ADD SIX (6) TELEPHONE LINES TO THE SHIPPING AREA.

                         * ADD THREE (3) DATA LINES AT SHIPPING AREA.

                         * ADD ONE TELEPHONE LINE AT MDF 
                                                                   $    3,025.00

                  PLUMBING AIR/VACUUM
                         * RELOCATE AIR/VAC DROPS AS DIRECTED BY ZYTEC

                         * ADD OWNER SUPPLIED AIR COMPRESSOR CONNECTION. 
                                                                   $    2,953.00
                         -------------------------------------------------------
                           TOTAL COST FOR AMENDMENT #8             $   38,510.00
                           B.O. E. MARKUP 10%                      $   42,361.00
                         =======================================================

                            SUB- TOTAL  FOR CHANGE ORDERS 1-8      $  257,912.00
                            CREDIT FOR BACK-UP  GENERATOR 
                            SUPPLIED BY TENANT BUT SIGNED FOR 
                            IN AMENDMENT #2                         ($78,345.00)

                            CREDIT FOR ITEMS NOT USED #1 FOR ITEMS NOT USED
                            IN TENANT IMPROVEMENT BUT SIGNED FOR IN
                            AMENDMENT #1                            ($34,538.00)

                            ----------------------------------------------------
                            ADDITIONAL TENANT IMPROVEMENTS TO BE ADDED TO
                            TENANT IMPROVEMENT AMORTIZATION SCHEDULE $144,029.00



TENANT IMPROVEMENTS SIGNED FOR IN AMENDMENT #1                     $1,909,542.00
TENANT IMPROVEMENTS SIGNED FOR IN AMENDMENT # 2                    $2,700,854.00
       DEDUCT COST OF  LAND FOR EXTRA PARKING 
       (THIS ITEM TO BE ADDED TO THE RENT OF THE BUILDING          ($352,836.00)
--------------------------------------------------------------------------------
                      SUB-TOTAL TENANT IMPROVEMENT                 $2,348,018.00

INCREASE  IN TENANT IMPROVEMENTS COST DUE TO CHANGE ORDERS 1-8     $  144,029.00
================================================================================
AMOUNT TO BE AMORTIZED OVER TEN YEARS                              $2,492,047.00

AMORTIZED COST PER SQUARE PAYMENT PER SQUARE FOOT                $         0.329
BASE RENT FOR SHELL                                              $         0.220
BASE RENT  FOR ADDITIONAL PARKING 
 (BASED ON ABOVE STATED VALUE $ 352,836.00)                               $0.035
================================================================================
                     TOTAL RENT PER SQUARE FOOT                  $         0.584



All other terms and conditions of said Lease shall remain the same and in full
force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this 3rd Amendment to be
executed as of the day and year first written above.


LESSOR:                                             LESSEE:

BUZZ OATES ENTERPRISES II                           ZYTEC CORPORATION
                                                    A MINNESOTA CORPORATION


--------------------------                          ----------------------
MARVIN L. OATES                                     TOM KENT
DATE______________________                          DATE__________________






                               LEASE AMENDMENT #4


THIS AGREEMENT, is made and entered into this 8th day of November, 1996, by and
between BUZZ OATES ENTERPRISES II, as Lessor and ZYTEC CORPORATION, A Minnesota
Corporation, as Lessee.

                                    RECITALS

1.   The parties hereto have entered into a certain Lease ("LEASE") dated
     September 15, 1995, regarding premises described therein as the3500 Venture
     Drive, Lincoln, California consisting of approximately 100,000 square feet
     of office and production-warehouse space.

2.   The parties hereto have entered into a certain Amendment #1 to that Lease
     dated December 8th, 1995 regarding the premises described therein as 3500
     Venture Drive, Lincoln, California consisting of approximately 100,000
     square feet of office and production warehouse space.

3.   The parties hereto have entered into a certain Amendment #2 to that Lease
     dated March 8th,1996 regarding the premises described therein as 3500
     Venture Drive, Lincoln, California consisting of approximately 100,000
     square feet of office and production warehouse space.

3.   The parties hereto have entered into a certain Amendment #3 to that Lease
     datedSeptember 15,1996 regarding the premises described therein as 3500
     Venture Drive, Lincoln, California consisting of approximately 100,000
     square feet of office and production warehouse space.

4.   The parties desire to amend the Lease as stated below.

                                    AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other valuable consideration, and receipt and adequacy of which
are hereby acknowledged, the parties agree as follows:

1.2          PREMISES-- THE ADDRESS OF THE PREMISES IS 1601 AVIATION BLVD., CITY
             OF LINCOLN, COUNTY OF PLACER, STATE OF CALIFORNIA, 95648.



1.5          BASE RENT-- $60,964.75 PER MONTH PAYABLE ON THE FIRST DAY OF EACH
             MONTH COMMENCING APRIL 1, 1996.



1.6          (a) BASE RENT PAID UPON EXECUTION - $56,100.12 AS BASE RENT FOR THE
             FIRST MONTH'S RENT.



1.7          SECURITY DEPOSIT - $56,100.12 ("SECURITY DEPOSIT") (ALSO SEE
             PARAGRAPH 5) SEE ADDENDUM



4.1          RENT SCHEDULE - Schedule for the base rent shall be as follows:


                                                 TENNANT 
                                               IMPROVEMENT
DATE                     BASE RENT               PAYMENTS           Total Rent

Months 1-12              $25,500.00              $35,464.75         $60,964.75
Months 13-24             $26,520.00              $35,464.75         $58,992.44
Months 25-36             $27,580.80              $35,464.75         $60,302.84
Months 37-48             $28,684.03              $35,464.75         $61,665.66
Months 49-60             $29,831.39              $35,464.75         $63,082.98
Months 61-72             $31,024.65              $35,464.75         $63,978.67
Months 73-84             $32,265.63              $35,464.75         $65,488.52
Months 85-96             $33,556.26              $35,464.75         $67,058.76
Months 97-108            $34,898.51              $35,464.75         $68,691.81
Months 109-120           $36,294.45              $35,464.75         $70,390.19






4.2          OPERATING EXPENSES: Lessee shall contract directly and pay directly
             for the operation, repair and maintenance of "The Common Areas"
             including the parking areas, the loading and un-loading areas,
             trash areas, roadways, sidewalks, walkways, parkways, driveways,
             landscaped areas, sprinkler systems, striping bumpers and
             irrigation systems, Common Area Lighting facilities, fencing and
             gates.

             Lessor shall pay the Property Taxes and Lessee shall reimburse the
             Lessor as outlined in Paragraphs 10, 10.1, 10.2, 10.3, 10.4, 10.5
             of the Lease.

             Lessor shall pay the Property Insurance and Lessee shall reimburse
             the Lessor as outlined in Paragraphs 8.,8.1,8.2,8.3,8.4,8.5,8.6,
             8.7,8.8 ; of the Lease.

             Lessor shall bill monthly for, and shall set aside on the Lessee's
             behalf, a reserve equal to $.02 per square foot per month for
             general repairs and eventual replacement due to normal wear and
             tear of the roof and parking lots.



5.8          ADDITIONAL TENANT IMPROVEMENTS : Lessor has substantially completed
             the following tenant improvements in a timely manner to coincide
             with the completion of Tenant Improvements agreed to in Lease
             Amendment #1, and Lease Amendment #2 and Lease Amendment #3 of the
             Lease. These improvements shall be amortized over a ten year period
             at ten percent (10%) interest. Below is a list of the additional
             Tenant Improvements of this Fourth Amendment:

         1.)      CHANGE ORDER #9

                     * Install Five (5) - Data Drops 60' to 100 from IDS

                     * Install twenty-five (25) Quick Connects, on Existing Air
                       Lines

                     * Install eleven (11) stand alone door alarms with strobe.

                         TOTAL CHANGE ORDER #9 :                       $4,840.00

         2.)      CHANGE ORDER #10

                     * In Wash Equipment Room remove two (2) stainless steel
                       double sinks 18" deep.  

                     * In Wash Equipment Room install two (2) stainless steel 
                       double sink tables 24" x 24" x18" deep sink basins

                     * In Wash Equipment Room install FRP behind sink tables,
                       approximately 48" AFF/ and 12" long.
                               
                     * In monitoring unit area add thirty six (36) quick
                       disconnects in area and add one (1) new drip.

                     * In monitoring unit area relocate three (3) wire-molds,
                       electrical voice and data and air /vac and add one
                       air/vac drop.
                               
                     * Supply and plumb future 8' double compartment stainless
                       steel sink table with FRP wainscoting 10' long. Plumbing
                       to be within five feet of existing sewer vent.

                         TOTAL CHANGE ORDER # 10               $       16,390.00

         -----------------------------------------------------------------------
         3.)      CHANGE ORDER #11 - VOIDED

         4.)      CHANGE ORDER #12 - VOIDED

         5.)      CHANGE ORDER #13 

                     * INSTALL THE MASONRY FOR CLOSURE WALLS ON TILT-UP
                       BUILDING.

                           TOTAL CHANGE ORDER #13                   $   6,174.00
                           TOTAL COST OF CHANGE ORDERS 9 THROUGH 13 $  27,404.00
                           B.O.E. MARK UP 10%                       $   2,740.40

59.      TENANT IMPROVEMENTS PERMIT (SEE EXHIBIT G)                 $ 211,471.90
                           CREDIT OF $50,000 FROM LESSOR            $(50,000.00)
                           TOTAL TO BE AMORTIZED                    $ 191,616.30

         AMORTIZED OVER THE TERM OF THE LEASE AT 10% INTEREST       $      0.256
         RENT AS OF LEASE AMENDMENT #3                              $     .575

         ADJUSTED STARTING RENT                                     $     .60964

                NOTE:  LESSEE SHALL BE CHARGED THE DIFFERENCE IN BACK RENT.


All other terms and conditions of said Lease shall remain the same and in full
force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this 4rd Amendment to be
executed as of the day and year first written above.


LESSOR:                                   LESSEE:

BUZZ OATES ENTERPRISES II                 ZYTEC CORPORATION
                                          A MINNESOTA CORPORATION


--------------------------                ----------------------
MARVIN L. OATES                           TOM KENT
DATE______________________                DATE__________________